Commitment Letter by and among the Company, Barclays and HSBC, dated October 29, 2018

Exhibit 10.1

Execution Version

PERSONAL AND CONFIDENTIAL

October 29, 2018

MKS Instruments, Inc.

2 Tech Drive, Suite 201

Andover, Massachusetts 01810

Attention: Seth H. Bagshaw, Vice President,

                           Chief Financial Officer & Treasurer

Commitment Letter

Ladies and Gentlemen:

Reference is hereby made to (i) that certain Term Loan Agreement, dated as of April 29, 2016 (as such document may have been amended or otherwise modified to but excluding the date hereof, the “Existing Term Loan Credit Agreement”; the Existing Term Loan Credit Agreement, as amended or otherwise modified by the Amendment (as defined below), the “Term Loan Credit Agreement”) among MKS Instruments, Inc. (the “Borrower” or “you”), the Lenders from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the “Term Loan Agent”) and (ii) that certain ABL Credit Agreement, dated as of April 29, 2016 among the Borrower, the Lenders from time to time party thereto and Deutsche Bank AG New York Branch, as the administrative agent and collateral agent(as such document may have been amended or otherwise modified to but excluding the date hereof, the “Existing ABL Credit Agreement”; the Existing Term Loan Credit Agreement, together with the Existing ABL Credit Agreement, the “Existing Credit Agreements”).

You have advised each of Barclays Bank PLC (“Barclays”), HSBC Bank USA, National Association (“HSBC Bank”) and HSBC Securities (USA) Inc. (“HSI” and, together with HSBC Bank, “HSBC”; Barclays and HSBC, together with any Additional Committing Lender appointed pursuant to the Designation Right, the “Commitment Parties,” “we” or “us”), that you intend to acquire (the “Acquisition”) a company previously identified to Barclays and code named Eagle (the “Company”) through a merger of a merger subsidiary wholly owned directly or indirectly by you with and into the Company, pursuant to the Acquisition Agreement and to consummate the Transactions, each as defined in the Summary of Terms and Conditions attached as Exhibit A hereto (the “Term Loan Term Sheet”), and other transactions as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below), in each case on the terms and subject to the conditions set forth in this Commitment Letter, the Term Loan Term Sheet and the Summary of Terms and Conditions attached as Exhibit C hereto (the “Conditions Annex”). Capitalized terms used but not otherwise defined herein are used with the meanings assigned to such terms in the Exhibits hereto (and if not defined therein, in the applicable Existing Credit Agreement).

You have also advised us that (i) the Borrower desires to (a) incur $650.0 million (plus, at the Borrower’s election, an amount sufficient to fund any original issue discount or upfront fee required to be funded as a result of the exercise of the “Market Flex” provisions in the Term Arranger Fee Letter) of borrowings under

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an incremental term loan facility under the Existing Term Loan Agreement (the “Incremental Term Loan Facility”) in order to finance a portion of the Transaction Costs (as defined in Exhibit A) and (b) enter into an amendment (the “Amendment”) to the Existing Term Loan Credit Agreement to make certain other changes thereto as set forth in the Term Loan Term Sheet and (ii) the Borrower desires to enter into a new senior secured asset based revolving credit facility in total aggregate commitments of $100.0 million (the “ABL Facility”; together with the Incremental Term Loan Facility, the “Facilities”). on the terms and subject to the conditions set forth in this Commitment Letter, the Conditions Annex and the Summary of Terms and Conditions attached as Exhibit B hereto (the “ABL Term Sheet” and together with the Term Loan Term Sheet, the “Term Sheets”; and the Term Sheets, together with the Conditions Annex and this commitment letter, the “Commitment Letter”).

1. Commitments and Agency Roles

You hereby appoint (i) Barclays and HSI to act, and Barclays and HSI hereby agree to act, as joint lead arrangers and bookrunners (in such capacities, the “Term Arrangers”) for the Incremental Term Loan Facility and (ii) Barclays and HSI to act, and Barclays and HSI hereby agree to act, as joint lead arrangers and bookrunners (in such capacities, and together with any Additional Committing Lender appointed pursuant to the Designation Right, the “ABL Arrangers”; and together with the Term Arrangers, the “Arrangers”) for the ABL Facility. The Arrangers will have the rights and authority customarily given to financial institutions in such roles. You hereby appoint Barclays, and Barclays hereby agrees to act, as sole and exclusive administrative agent and collateral agent (in such capacity, the “ABL Agent”) for the ABL Facility.

In connection with the Transactions, (i) (x) Barclays hereby commits to provide severally and not jointly, 75% of the aggregate principal amount of the Incremental Term Loan Facility and (y) HSBC Bank hereby commits to provide severally and not jointly, 25% of the aggregate principal amount of the Incremental Term Loan Facility (together with Barclays in such capacities, the “Initial Incremental Term Lenders”) and in connection therewith, to the extent the Incremental Term Lenders hold Incremental Term Loans or Term Loans under the Existing Term Loan Credit Agreement, vote in favor of the effectiveness of the Amendment upon the funding of the Incremental Term Loan Facility (it being understood and agreed that the Initial Incremental Term Lenders shall collectively hold all of the Incremental Term Loans on the Closing Date) and (ii) (x) Barclays hereby commits to provide severally and not jointly, 75% of the aggregate principal amount of the ABL Facility and (y) HSBC hereby commits to provide severally and not jointly, 25% of the aggregate principal amount of the ABL Facility (together with Barclays in such capacity and, together with any Additional Committing Lender appointed pursuant to the Designation Right, the “ABL Initial Lenders” and, together with the Initial Incremental Term Lenders, the “Initial Lenders”), in each case, upon the terms set forth in this letter agreement and in the applicable Term Sheet and subject solely to the satisfaction or waiver of the conditions set forth in Exhibit C.

Our fees for services related to the Facilities and the Amendment are set forth in (i) (x) a separate Incremental Term Loan Facility fee letter (the “Term Arranger Fee Letter”) between you and us entered into on the date hereof and (y) a separate ABL Facility arranger fee letter (the “ABL Arranger Fee Letter” and, collectively with the Term Arranger Fee Letter, the “Arranger Fee Letter”) between you and us entered into on the date hereof and (ii) a separate agent fee letter (the “Agent Fee Letter” and, collectively with the Arranger Fee Letter, the “Fee Letter”) between you and Barclays entered into on the date hereof. As consideration for the execution and delivery of this Commitment Letter by us, you agree to pay the fees and expenses set forth herein and in Exhibits A and B and in the Fee Letter as and when payable in accordance with the terms hereof and thereof.

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You have the right (the “Designation Right”), on or prior to the date that is 15 business days after the date of this Commitment Letter, to appoint up to one additional agent, co-agent, lead arranger, bookrunner, manager or arranger or to confer other titles in respect of the ABL Facility (such agent, co-agent, lead arranger, bookrunner, manager, arranger or holder of another title, an “Additional Committing Lender”) in a manner and with economics determined by you pursuant to joinder documentation or an amendment to the Commitment Letter and the ABL Arranger Fee Letter that adds such Additional Committing Lender as a Commitment Party. Thereafter, each such financial institution shall constitute a “Commitment Party” under the Commitment Letter and the ABL Arranger Fee Letter. In connection with your exercise of Designation Right (i) fees payable pursuant to the terms of the ABL Arranger Fee Letter will be allocated to the Additional Committing Lender on a pro rata basis in respect of the commitment it is assuming with respect to the ABL Facility, (ii) the commitments of Barclays with respect to the ABL Facility immediately prior to the joinder or amendment for the Additional Committing Lender shall be reduced dollar for dollar by the commitments assumed by the Additional Committing Lender, (iii) the commitments of the several Commitment Parties will be several and not joint and (iv) in no event will Barclays be entitled to less than 50% of the economics with respect to the ABL Facility.

It is further agreed that Barclays will appear on the top left of the cover page of all marketing materials for the Facilities and will hold the roles and responsibilities conventionally understood to be associated with such name placement. Except as set forth above, no other agents, co-agents, lead arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by the Commitment Letter and the Fee Letter) will be paid in connection with the Facilities or the Amendment unless you and we shall so agree.

2. Conditions Precedent

Our commitments hereunder to make effective and fund the Facilities, and make effective the Amendment (which Amendment, for the avoidance of doubt, will become effective solely upon the funding of the Incremental Term Loan Facility), on the Closing Date and ABL Closing Date, as applicable, and our agreements to perform the services described herein are subject solely to the satisfaction of the conditions set forth in Exhibit C.

Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities Documentation (as defined in Exhibit A and Exhibit B, as applicable) or any other letter agreement or other undertaking between you and us concerning the financing of the Transactions to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to the availability and effectiveness of the Facilities on the Closing Date shall be (i) such of the representations and warranties made by or with respect to the Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders (as such term is defined in Exhibit A), but only to the extent that you (or any of your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) as a result of a breach of such representations and warranties in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (ii)(x) with respect to the Incremental Term Loan Facility, the Specified Representations (as defined in the Existing Term Loan Credit Agreement) and (y) with respect to the ABL Facility, (A) if the ABL Closing Date occurs substantially simultaneously with the Closing Date, the Specified Representations (as defined in the Existing ABL Credit Agreement) and (B) if the ABL Closing Date does not occur substantially simultaneously with the Closing Date, the representations and warranties required to be made for borrowings under Section 4.02(b) of the Existing ABL Credit Agreement and (b) the terms of the Term Loan Facilities Documentation shall be in a form such that they do not impair availability or effectiveness of the Facilities on the Closing Date if all conditions set forth in Exhibit C are satisfied or waived by the Term Arrangers and the Initial Term Lenders (it being understood that to the extent any Collateral or any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent that a

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lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code or (ii) by the delivery of stock or other certificates of the entity surviving the Merger (or similar term, as applicable, as defined in the Acquisition Agreement) (but, for the avoidance of doubt, after your use of commercially reasonable efforts, not the subsidiaries such entity unless received by you prior to the Closing Date), the pledge of which is required by the Term Loan Term Sheet) after your use of commercially reasonable efforts to do so, or without undue burden or expense, the delivery of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability or effectiveness of the Facilities on the Closing Date but shall instead be required to be delivered or provided within the time periods required under the Existing Credit Agreements. The provisions of this paragraph are referred to as the “Certain Funds Provision”.

3. Syndication

Each Arranger intends and reserves the right to syndicate (i) the Incremental Term Loan Facility and (ii) solely to the extent that you have not exercised your Designation Right with respect to at least 25% of the aggregate principal amount of the ABL Facility, the ABL Facility to the Lenders; provided that, unless otherwise agreed by you, no assignment prior to the Closing Date will reduce or release any Commitment Party’s obligation to fund its commitment or to effectuate the Amendment in the event any assignee shall fail to do so on the Closing Date. The Arrangers will lead the syndication, including determining, in consultation with you, the timing of all offers to prospective Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arrangers pursuant to the terms of this Commitment Letter and the Arranger Fee Letter and will in consultation with you determine the final commitment allocations. You agree to use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from the existing lending and investment banking relationships of the Borrower, the Company and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earliest of (a) the termination by the Arrangers of syndication of the Facilities, (b) (i) with respect to the Incremental Term Loan Facility, the earlier of (A) 60 days following the Closing Date and (B) the termination of commitments with respect to the Incremental Term Loan Facility and (ii) with respect to the ABL Facility, the earlier of (A) if the ABL Closing Date occurs, 60 days following the ABL Closing Date and (B) the termination of commitments with respect to the ABL Facility and (c) solely with respect to the Incremental Term Loan Facility, the “Successful Syndication” of the Incremental Term Loan Facility (as defined in the Term Arranger Fee Letter), you will ensure (or with respect to the Company or its subsidiaries, using your commercially reasonable efforts to ensure) there will be no competing issues, offerings, placements or arrangements of any debt facility or any debt security of the Company or the Borrower or any of their respective subsidiaries, including any renewal or refinancing of any existing debt facility or debt security, being issued, offered, placed or arranged without the consent of the Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities (it being understood that (i) indebtedness incurred under the Existing Credit Agreements, the ABL Facility or the Term Loan Credit Agreement, and (ii) (x) as to the Company and its subsidiaries, indebtedness permitted under the Acquisition Agreement to be incurred or remain outstanding prior to the closing date under the Acquisition Agreement, and indebtedness permitted to remain outstanding on and after the closing date under the Acquisition Agreement and (y) as to the Borrower and its subsidiaries, deferred purchase price obligations, ordinary course working capital facilities for foreign subsidiaries, ordinary course capital lease and purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities).

You agree to, and agree to use commercially reasonable efforts to obtain contractual undertakings from the Company to, cooperate with, and provide customary information reasonably required by, the Arrangers in connection with all syndication efforts, including: (i) your assistance in preparing as soon as practicable after the date of this Commitment Letter, a customary information memorandum and other customary

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presentation materials (collectively, “Confidential Information Memoranda”) regarding the business, operations and financial projections of the Borrower and the Company (which shall be, with respect to the Company, limited to the financial information and projections described in Exhibit C) including without limitation the delivery of all customary information relating to the Transactions prepared by or on behalf of the Borrower or the Company; (ii) using commercially reasonable efforts to obtain from Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), prior to the launch of the general syndication, a corporate family rating, a corporate credit rating and a credit rating for the Incremental Term Loan Facility; (iii) arranging for direct communications with prospective Lenders in connection with the syndication of the Facilities (including without limitation direct contact between appropriate senior management, representatives and advisors of the Borrower (and using commercially reasonable efforts to cause direct contact with appropriate senior management, representatives and advisors of the Company) and participation of such persons in such meetings); (iv) if the ABL Borrowers elect to include Eligible Inventory (as defined in the Existing ABL Credit Agreement) in the Borrowing Base on the ABL Closing Date, inventory appraisals, of the Loan Parties prior to the ABL Closing Date; and (v) hosting (including any preparations with respect thereto) with the Arrangers at places and times reasonably requested by the Arrangers, one or more meetings with prospective Lenders. In addition, you agree to use commercially reasonable efforts to ensure that the ABL Agent and its designees shall have sufficient access to the Borrower and its subsidiaries, and you agree to use commercially reasonable efforts to ensure that the ABL Agent and its designees shall have sufficient access to the Company and its subsidiaries, to complete a field examination as soon as practicable after the date hereof. You will be solely responsible for the contents of the Confidential Information Memoranda and all other information, documentation or other materials delivered to us in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof as provided in Section 4 below. Subject to your consent, not to be unreasonably withheld or delayed, and compliance with applicable laws, you agree that each Arranger has the right to place advertisements in financial and other newspapers at its own expense describing its services to you and the Borrower. We agree that the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 3 and 4 of Exhibit C. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including compliance with any of the provisions set forth in this paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have personnel that do not wish to receive MNPI (as defined below). At an Arranger’s request, you agree to assist in the preparation of an additional version of the Confidential Information Memoranda that does not contain material non-public information (as reasonably determined by you) concerning you, the Company or your or its respective subsidiaries or affiliates or your or its respective securities (collectively, “MNPI”) which is suitable to make available to Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) drafts and final versions of the Facilities Documentation; (b) administrative materials prepared by any Arranger for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) summaries of terms and notification of changes in the terms and conditions of the Facilities. Before distribution of any Confidential Information Memoranda in connection with the syndication of the Facilities (i) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii) to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of information that does not contain MNPI (the “Public Information Materials”) to Public Lenders and confirming the absence of MNPI

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therein. The Confidential Information Memoranda provided to Lenders and prospective Lenders will be accompanied by a disclaimer by such recipients exculpating us with respect to any use thereof and of any related materials by the recipients thereof. In addition, at an Arranger’s request, you will identify Public Information Materials by marking the same as “PUBLIC” and by doing so you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Public Information Materials as not containing any MNPI.

It is agreed that the completion of the successful syndication of, or receipt of commitments in respect of, the Facilities will not be a condition to the Commitment Parties’ commitments hereunder.

4. Information

You represent and warrant that (and with respect to information and projections relating to the Company and its subsidiaries to the best of your knowledge that) (i) all written information (other than projections, forward looking information and information of a general economic or industry specific nature) that has been or will be made available to any Arranger, any Commitment Party, the Lenders or any of their respective affiliates by or on behalf of the Company or the Borrower in connection with the Transactions is and will be, when furnished and taken as a whole, true and correct in all material respects and does not and will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (ii) the projections and other forward looking information that have been or will be made available to any Arranger, any Commitment Party, the Lenders or any of their respective affiliates by or on behalf of the Company or the Borrower have been and will be prepared in good faith, and that information with respect to you will be based upon accounting principles consistent with your historical audited financial statements most recently provided as of the date hereof and upon assumptions that are believed by the preparer thereof to be reasonable when made and when made available to such Arranger, such Commitment Party, the Lenders and their respective affiliates; it being understood that such projections and forward-looking statements are as to future events and are not to be viewed as facts, such projections and forward-looking statements are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the later of (x) the Closing Date and (y) the earlier of (i) 60 days following the Closing Date and (ii) the “Successful Syndication” of the Incremental Term Loan Facility (as defined in the Term Arranger Fee Letter) you become aware that any of the representations in the preceding sentence would be (to the best of your knowledge with respect to the Company) incorrect in any material respect if made at such time, then you will (and with respect to information and projections with respect to the Company you will use commercially reasonable efforts to cause the Company to) promptly supplement, or cause to be supplemented, the information and projections so that (and with respect to information and projections relating to the Company to the best of your knowledge) such representations will be correct in all material respects in light of the circumstances in which statements are made. You understand that in providing our services pursuant to this Commitment Letter we may use and rely on the information and projections without independent verification thereof.

5. Expense and Indemnification

You agree that provisions of Section 10.04 of the Existing Term Loan Credit Agreement and Existing ABL Credit Agreement (Expenses; Indemnity; Damage Waiver) as applicable are hereby incorporated herein by reference, mutatis mutandis, as if fully set forth herein, shall extend to the ABL Agent and the Arrangers as applicable as though they were the Administrative Agent (as defined in each of the Existing Credit Agreements) and the Commitment Letter, Fee Letter and other agreements entered into in connection

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herewith and therewith are Loan Documents, and shall apply with respect to any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), expenses and disbursements (including the fees, disbursements and other charges of counsel) in any manner relating to or arising out of the Acquisition, this Commitment Letter, the Fee Letter, the Facilities, the Transactions or any related transaction contemplated hereby or the performance by the Arrangers and its respective affiliates and each partner, trustee, shareholder, director, officer, employee, advisor, representative, agent, attorney and controlling person thereof (collectively, the “Indemnified Persons”) of the services that are the subject of this Commitment Letter.

You also agree to periodically reimburse us for our reasonable and documented or invoiced out-of-pocket costs and expenses in connection with any matter referred to in this Commitment Letter or the Fee Letter, including expenses associated with our due diligence efforts and field examinations and the reasonable and documented fees, disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction and counsel otherwise retained with the Borrower’s consent, whether or not the Acquisition is consummated, the Closing Date or the ABL Closing Date occurs or any Facilities Documentation is executed and delivered or any extensions of credit are made under any of the Facilities.

Your indemnity and reimbursement obligations under this Section 5 will be binding upon and inure to the benefit of the successors, assigns, heirs and personal representatives of you and the Indemnified Persons and shall be superseded in each case by the applicable provisions to the extent covered in the definitive financing documentation upon execution thereof and thereafter shall have no further force and effect.

Neither you nor we nor any other Indemnified Person will be responsible or liable to us or you or any other person or entity for any indirect, special, punitive or consequential damages which may be alleged as a result of the Acquisition, this Commitment Letter, the Fee Letter, the Facilities, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Facilities; provided that the indemnity and reimbursement obligations under this Section 5 shall not be limited by this sentence.

6. Assignments

This Commitment Letter may not be assigned by you without the prior written consent of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person). This Commitment Letter may not be assigned by any Commitment Party without your written consent (and any purported assignment without such consent shall be null and void) provided that the Commitment Parties may (i) assign commitments in accordance with Section 1 to an Additional Committing Party and (ii) assign commitments in accordance with Section 3 above. This Commitment Letter may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.

7. USA PATRIOT Act Notification

Each Commitment Party notifies you, the Company and the Guarantors that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, supplemented or modified from time to time, the “Patriot Act”) it and each Lender may be required to obtain, verify and record information that identifies you, the Company and the Guarantors, including the name and address of each such Person and other information that will allow such Commitment Party and each Lender to identify you, the Company and the Guarantors in accordance with the Patriot Act (and which information shall include, subject to applicable exemptions, information regarding beneficial ownership with respect to the Borrower as required by 31 C.F.R. § 1010.230) and other applicable “know your customer” and anti-money laundering rules and regulations. This notice is given in accordance with the requirements of the Patriot Act and is effective for each Commitment Party and each Lender.

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8. Sharing Information; Affiliate Activities; Absence of Fiduciary Relationship

Please note that this Commitment Letter, the Fee Letter and any written or oral communications provided by any Commitment Party, any Arranger or any of their affiliates in connection with the Transactions are exclusively for the information of your Board of Directors and senior management and may not be disclosed to any other person or entity or circulated or referred to publicly without our prior written consent except, after providing written notice to the Commitment Parties (but only as and to the extent the provision of such notice is reasonably practicable), pursuant to applicable law or compulsory legal process; provided that we hereby consent to your disclosure of (i) this Commitment Letter and the Fee Letter and such communications to the Borrower’s officers, directors, agents and advisors who are directly involved in the consideration of the Facilities to the extent you notify such persons of their obligation to keep this Commitment Letter, the Fee Letter and such communications confidential and such persons agree to hold the same in confidence, (ii) this Commitment Letter or the information contained herein (but not the Fee Letter (except in redacted form satisfactory to the Commitment Parties) or the information contained therein) to the Company and its officers, directors, agents and advisors who are directly involved in the consideration of the Facilities to the extent you notify such persons of their obligation to keep this Commitment Letter and the information contained herein confidential and such persons agree to hold the same in confidence, (iii) the Term Sheets to any ratings agencies on a confidential basis in connection with the Transactions, (iv) this Commitment Letter or the information contained herein and the Term Sheets (but not the Fee Letter or the information contained therein) in any syndication or other marketing materials, prospectus or other offering memorandum, in each case relating to the Facilities, (v) the Term Sheets (but not this Commitment Letter or the Fee Letter) to potential debt providers in coordination with us obtaining commitments to the Facilities from such potential debt providers, (vi) this Commitment Letter or the information contained herein and the Term Sheets (but not the Fee Letter or the information contained therein) to the extent customary or required in any public or regulatory filing relating to the Transactions, (vii) this Commitment Letter and the ABL Arranger Fee Letter (but not the Term Arranger Fee Letter or the Agent Fee Letter) to bona fide prospective Additional Committing Lenders and (viii) the aggregate amounts contained in the Fee Letter as part of the projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities or to the extent customary or required in any ratings agency presentations, or public or regulatory filing relating to the Transactions; provided, further, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and the contents thereof) two years after the date of this Commitment Letter.

We shall use all nonpublic information received by us and our affiliates from or on behalf of you in connection with this Commitment Letter and the transactions contemplated hereby solely for the purposes of negotiating, evaluating and consulting on the transactions contemplated hereby and providing the services that are the subject of this Commitment Letter and shall treat confidentially, together with the terms and substance of this Commitment Letter and the Fee Letter, all such information; provided, however, that nothing herein shall prevent us from disclosing any such information (a) to rating agencies on a confidential basis in connection with our mandate hereunder, (b) to any Lenders or participants or prospective Lenders or participants or contractual counterparty to any swap or derivative transaction relating to the Borrower, the Company or any of their subsidiaries, in each case who have agreed to be bound by confidentiality and use restrictions in accordance with the proviso to this sentence, (c) in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case we shall promptly notify you, in advance, to the extent reasonably practicable and permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over us or our affiliates (in

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which case we shall, except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent reasonably practical and permitted by law), (e) to our officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents (collectively, “Representatives”) who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (with each such Commitment Party, to the extent within its control, responsible for such Representatives’ compliance with this paragraph), (f) to any of our affiliates and their Representatives (provided that any such affiliate or Representative is advised of its obligation to retain such information as confidential, and we shall be responsible for such affiliates’ compliance with this paragraph) to be utilized solely in connection with rendering services to you in connection with the Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by us, our affiliates or any of our respective Representatives in breach of this Commitment Letter, (h) to the extent that such information is received by us from a third party that is not, to our knowledge, subject to confidentiality obligations owing to you or any of your affiliates or related parties, (i) to the extent that such information is independently developed by us, or (j) for purposes of enforcing the rights of the Commitment Parties under this Commitment Letter; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information. The provisions of this paragraph shall automatically be superseded by the confidentiality provisions to the extent covered in the definitive documentation for the Facilities upon the Closing Date or the ABL Closing Date, as applicable, and shall in any event automatically terminate two years following the date of this Commitment Letter. You acknowledge that each Commitment Party and its affiliates are full service securities firms and as such may from time to time effect transactions, for their own account or the account of customers, and may hold positions in securities or indebtedness, or options thereon, of the Borrower, the Company and other companies that may be the subject of the Transactions. Each Commitment Party and its affiliates will have economic interests that are different from or conflict with those of the Borrower regarding the transactions contemplated hereby, and you acknowledge and agree that no Commitment Party has any obligation to disclose such interests to you. You further acknowledge and agree that nothing in this Commitment Letter, the Fee Letter or the nature of our services or in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between us, on the one hand, and you, your equity holders or your affiliates, on the other hand, and you waive, to the fullest extent permitted by law, any claims you may have against any Commitment Party for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Commitment Party will have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the Transactions (including the exercise of rights and remedies hereunder and under the Fee Letter) are arms’ length commercial transactions and that we are acting as principal and in our own best interests. You are relying on your own experts and advisors to determine whether the Transactions are in your best interests and are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated hereby. In addition, you acknowledge that we may employ the services of our affiliates in providing certain services hereunder and may exchange with such affiliates information concerning you, the Company and other companies that may be the subject of the Transactions and such affiliates will be entitled to the benefits afforded to us hereunder.

9

Consistent with our policies to hold in confidence the affairs of our customers, we will not use or disclose confidential information obtained from you by virtue of the Transactions in connection with our performance of services for any of our other customers (other than as permitted to be disclosed under this Section 8). Furthermore, you acknowledge that neither we nor any of our affiliates have an obligation to use in connection with the Transactions, or to furnish to you, confidential information obtained or that may be obtained by us from any other person.

Please note that each Commitment Party and its affiliates do not provide tax, accounting or legal advice.

9. Waiver of Jury Trial; Governing Law; Submission to Jurisdiction; Surviving Provisions

ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS COMMITMENT LETTER OR THE FEE LETTER IS HEREBY IRREVOCABLY WAIVED BY THE PARTIES HERETO. THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN IN DETERMINING (A) THE INTERPRETATION OF A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN EXHIBIT C) AND WHETHER A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED AND (B) THE ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU OR YOUR SUBSIDIARIES (OTHER THAN THE COMPANY AND ITS SUBSIDIARIES) HAVE THE RIGHT (WITHOUT REGARD TO ANY NOTICE REQUIREMENT) TO TERMINATE YOUR OR THEIR RESPECTIVE OBLIGATIONS (OR TO REFUSE TO CONSUMMATE THE ACQUISITION) UNDER THE ACQUISITION AGREEMENT (IN EACH CASE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF DELAWARE). Each of the parties hereto hereby irrevocably (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County and (b) the United States District Court for the Southern District of New York, located in the Borough of Manhattan, and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this Commitment Letter, the Fee Letter or the Transactions or the performance of services contemplated hereunder or under the Fee Letter, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim shall be heard and determined in such New York State court or such Federal court, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions or the performance of services contemplated hereunder or under the Fee Letter in any such New York State or Federal court and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court and (iv) agrees that a final, non-appealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement of each party to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject only to conditions precedent as expressly provided or referred to in Exhibit C of this Commitment Letter, and (ii) the Fee Letter is a legally valid and binding agreement of the parties thereto with respect to the subject matter set forth therein. This Commitment Letter is issued for your benefit only and no other person or entity (other than the Indemnified Persons) may rely hereon.

10

The provisions of Sections 3, 5, 8 and this Section 9 of this Commitment Letter will survive any termination or completion of the arrangements contemplated by this Commitment Letter or the Fee Letter, including without limitation whether or not the Facilities Documentation are executed and delivered and whether or not the Facilities are made available or any loans under the Facilities are disbursed. You may terminate in whole (not in part) this Commitment Letter and the commitments with respect to the Facilities hereunder at any time subject to the provisions of the preceding sentence and the Fee Letter; provided in the event of a reduction in the purchase price for the Acquisition or if a lesser amount of indebtedness is required to fund the Transactions for any other reason, you may, in your sole discretion, reduce the commitments with respect to the Term Loan Facility.

10. Termination; Acceptance

Our commitments hereunder and our agreements to provide the services described herein will terminate upon the first to occur of (i) the consummation of the Acquisition (for the avoidance of doubt, either (x) with the funding of the Facilities to the extent required hereunder or (y) without the funding of the Facilities if not required hereunder), (ii) the termination of the Acquisition Agreement in accordance with its terms or your written notice of the abandonment of the Acquisition and (iii) 11:59 p.m. on April 29, 2019 (the “Termination Date”); provided, that if on the Termination Date all of the conditions to the consummation of the Acquisition set forth in the Acquisition Agreement (other than (1) those conditions that by their terms are to be satisfied at the closing of the Acquisition, which conditions shall be capable of being satisfied at such time, and (2) any or all of the conditions set forth in Section 6.1(b) of the Acquisition Agreement, and Section 6.1(c) of the Acquisition Agreement (but solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act (as defined in the Acquisition Agreement) or under any other Antitrust Law specified in the Acquisition Agreement), have been satisfied or waived, then the Termination Date will automatically be extended until July 29, 2019, unless the closing of the Facilities has been consummated on or before such date on the terms and subject to the conditions set forth herein.

This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to Barclays the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on October 30, 2018, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date.

[The remainder of this page is intentionally left blank.]

11

We look forward to working with you on this assignment.

[Commitment Letter]

ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:

[Commitment Letter]

EXHIBIT A

MKS Instruments, Inc.

$650.0 million Incremental Term Loan Facility

Summary of Terms and Conditions

Set forth below is a summary of the proposed principal terms and conditions for the Incremental Term Loan Facility (as defined below). Unless otherwise defined in this Exhibit A, capitalized terms used in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached.

1. PARTIES

2. TYPES AND AMOUNTS OF FACILITIES

A. Incremental Term Loan Facility:

Exhibit A - 2

3. CERTAIN PAYMENT PROVISIONS

Exhibit A - 3

Exhibit A - 4

4. COLLATERAL

5. CONDITIONS

Exhibit A - 5

6. DOCUMENTATION

Exhibit A - 6

Exhibit A - 7

ANNEX I

Exhibit A - 2

Exhibit A - 3

EXHIBIT B

MKS Instruments, Inc.

$100.0 million ABL Facility

Summary of Terms and Conditions

Set forth below is a summary of the proposed principal terms and conditions for the ABL Facility (as defined below). Unless otherwise defined herein, capitalized terms used in this Exhibit B shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached.

1. PARTIES

2. TYPES AND AMOUNTS OF FACILITIES

A. ABL Facility

Exhibit B - 2

Exhibit B - 3

Exhibit B - 4

Exhibit B - 5

Exhibit B - 6

Exhibit B - 7

5. CONDITIONS

Exhibit B - 8

Exhibit B - 9

Exhibit B - 10

ANNEX II

Exhibit C - 1

EXHIBIT C

MKS Instruments, Inc.

$650.0 million Incremental Term Loan Facility

$100.0 million ABL Facility

Summary of Terms and Conditions

Unless otherwise defined in this Exhibit C, capitalized terms used in this Exhibit C shall have the meanings set forth in the Commitment Letter to which this Exhibit C is attached and the other Exhibits to the Commitment Letter. The commitments of the Initial Lenders’ and the Arrangers’ and other agents’ agreements to perform the services described herein (including the initial borrowing under the Facilities) are subject solely to the satisfaction (or waiver by the Term Arrangers with respect to any condition applicable to the Incremental Term Loan Facility and the ABL Arrangers with respect to any condition applicable to the ABL Facility) of the following conditions precedent, as applicable:

1. (a) Subject to the Certain Funds Provision, with regard to the Incremental Term Loan Facility, definitive loan documentation for the Incremental Term Loan Facility consistent with the Existing Term Loan Credit Agreement, the Term Sheet and the Commitment Letter (including, without limitation, the Guarantees and Collateral to the extent required by the Existing Term Loan Credit Agreement, the Term Sheet and the Commitment Letter) shall have been executed and delivered by the parties thereto to the Term Loan Agent and (b) subject to the Certain Funds Provision (solely to the extent that the ABL Closing Date (as defined in Exhibit B and used in Exhibit C, the “ABL Closing Date”) occurs substantially simultaneously with the Closing Date (as defined in Exhibit A and used in Exhibit C, the “Closing Date”)), with regard to the ABL Facility, definitive loan documentation for the ABL Facility consistent with the Existing ABL Credit Agreement, the Term Sheet and the Commitment Letter (including, without limitation, the Guarantees and Collateral to the extent required by the Existing ABL Credit Agreement, the Term Sheet and the Commitment Letter) shall have been executed and delivered by the parties thereto to the ABL Agent.

2. The Acquisition shall have been, or substantially concurrently with the initial borrowing under the Facilities shall be, consummated in all material respects in accordance with the Acquisition Agreement. No material provision of the Acquisition Agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) or the Arrangers without the consent of the Arrangers; provided that (a) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Lenders or the Arrangers so long as any such reduction is applied to reduce the amount of commitments in respect of the Incremental Term Loan Facility on a dollar-for-dollar basis and (b) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Lenders or the Arrangers so long as such purchase price increase is not funded with additional indebtedness (it being understood and agreed that no purchase price, working capital or similar adjustment provisions set forth in the Acquisition Agreement shall constitute a reduction or increase in the purchase price).

3. With respect to the Facilities, the Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, changes in equity and cash flows of each of (i) the Borrower for the three fiscal years ended at least 60 days prior to the Closing Date (and, to the extent the ABL Closing Date does not occur substantially simultaneously with the Closing Date, the ABL Closing Date) and (ii) the Company for the three fiscal years ended at least 75 days prior to the Closing Date (and, to the extent the ABL Closing Date does not occur substantially simultaneously with the Closing Date, the ABL Closing Date) and (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of each of the Borrower and of the Company for each subsequent fiscal quarter following the last fiscal year for which financial statements have been delivered pursuant to clause (a) above ended at least 40 days before the Closing Date (and, to the extent the ABL Closing Date does not occur substantially

Exhibit C - 2

simultaneously with the Closing Date, the ABL Closing Date). Each Arranger acknowledges that it has received all such audited and unaudited information for (i) the Borrower with respect to all applicable annual and quarterly periods ended on or prior to 60 days or 40 days, as the case may be, before the date of the Commitment Letter and (ii) the Company with respect to all applicable annual and quarterly periods ended on or prior to 75 days or 40 days, as the case may be, before the date of the Commitment Letter.

4. With respect to the Facilities, the Arrangers shall have received a pro forma consolidated balance sheet and the related consolidated statement of income of the Borrower as of and for the twelve-month period ending on the date of the most recent consolidated balance sheet delivered pursuant to the preceding paragraph, in each case prepared after giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such pro forma balance sheet) or on the first day of such period (in the case of such pro forma statement of income) which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

5. With respect to (a) the Incremental Term Loan Facility, the Refinancing shall have been made or consummated prior to, or shall be made or consummated substantially simultaneously with, the initial borrowing under the Incremental Term Loan Facility and (b) the ABL Facility, the Refinancing and the ABL Refinancing shall have been made or consummated prior to, or shall be made or consummated substantially simultaneously with, effectiveness of the ABL Facility. After giving effect to the Refinancing and the other transactions contemplated hereby, the Borrower and its subsidiaries shall have no outstanding indebtedness (other than (x)(i) with respect to effectiveness of the Incremental Term Loan Facility prior to the ABL Closing Date, the Existing Term Loans, the loans and other extensions of credit under the Incremental Term Loan Facility and the Existing ABL Credit Agreement and (ii) with respect to the effectiveness of the ABL Facility upon the ABL Closing Date, the loans and other extensions of credit under the Facilities, (y) as to the Company and its subsidiaries, indebtedness permitted to remain outstanding on and after the Closing Date under the Acquisition Agreement and (z) as to the Borrower and its other subsidiaries, Indebtedness permitted under the terms of the Existing Credit Agreements).

6. Subject to the Certain Funds Provision, with respect to the Facilities, the Administrative Agents shall have received (a) all documents and instruments required to create and perfect the Administrative Agents’ respective security interests in the Collateral, executed and delivered by the applicable Loan Parties, (b) a solvency certificate from a Financial Officer of the Borrower, substantially in the form of Exhibit K to the Existing Term Loan Credit Agreement or the Existing ABL Credit Agreement, as applicable, attesting to the solvency of the Borrower and its subsidiaries on the Closing Date (and, to the extent the ABL Closing Date occurs after the Closing Date, the ABL Closing Date) on a consolidated basis after giving effect to the Transactions, (c) with respect to the effectiveness of the ABL Facility only, a borrowing base certificate in respect of the ABL Facility for the most recent month ended 20 days prior to the Closing Date, (d) customary legal opinions, (e) customary certificates, organizational documents, borrowing notice and instruments as are customary for transactions of this type (limited to (i) evidence of authority, (ii) charter documents, (iii) borrowing and issuance notices, (iv) customary officers’ incumbency certificates and (v) a customary officer’s closing certificate), (f) good standing certificates in the respective jurisdictions of organization of the Loan Parties (to the extent such concept exists in the applicable jurisdiction) and (g) certificates of insurance, together with the endorsements thereto.

7. (a) With respect to the Incremental Term Facility and, solely to the extent that the ABL Closing Date occurs substantially simultaneously with the Closing Date, the ABL Facility, since the date of the Acquisition Agreement, there shall not have occurred any event, circumstance, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement, a “Company Material Adverse Effect”) that is continuing.

Exhibit C - 3

(b) With respect to the ABL Facility (solely to the extent that the ABL Closing Date occurs after the Closing Date), since the date of the latest audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows delivered pursuant to Section 6.01(a) of the Existing ABL Credit Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Existing ABL Credit Agreement).

8. With respect to the Facilities, all accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation due and payable to the Administrative Agents, the Arrangers and the Lenders shall have been paid, to the extent an invoice therefor was presented at least two business days prior to the Closing Date (or such later date as the Borrower may agree).

9. With respect to the Facilities, the Loan Parties shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act and a certification regarding beneficial ownership required pursuant to 31 C.F.R. § 1010.230, in each case at least three business days prior to the Closing Date, as has been requested to the Borrower in writing at least ten business days prior to the Closing Date.

10. With respect to the Incremental Term Loan Facility, the Term Arrangers shall have been provided with a period of at least 15 consecutive business days (ending no later than the business day immediately prior to the Closing Date) following the receipt of such information as is reasonably requested by the Term Arrangers and customarily delivered by a borrower and necessary for the preparation of a customary Confidential Information Memoranda to syndicate the Incremental Term Loan Facility (which, for the avoidance of doubt, shall not include (x) any information customarily delivered by an investment bank or financing arrangers or (y) any financial information other than the financial information required pursuant to paragraphs 3 and 4 of this Exhibit C); provided that (i) such period will not include November 22, 2018 and (ii) if such period has not been completed prior to December 18, 2018, such period shall not commence until January 2, 2019. If the Borrower in good faith reasonably believes it has delivered the information requested by the Term Arrangers in accordance with the preceding sentence for use in the Confidential Information Memorandum, it may deliver to the Term Arrangers a written notice to that effect, in which case the Confidential Information Memorandum will be deemed to have been delivered on the date such notice is delivered to the Term Arrangers, and the 15 consecutive business day period referred to above will be deemed to have commenced on the date such notice is delivered to the Term Arrangers, in each case, unless the Term Arrangers in good faith reasonably believe that the Borrower has not completed delivery of the information requested by the Term Arrangers in accordance with the preceding sentence for use in the Confidential Information Memorandum and, within 3 business days after the receipt of such notice from the Borrower, the Term Arrangers deliver a written notice to the Borrower to that effect (stating with reasonable specificity which information required to be included in the Confidential Information Memorandum has not been delivered).

11. With respect to the Incremental Term Loan Facility, the Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) on the Closing Date.

12. With respect to the ABL Facility, (i) if the ABL Closing Date occurs substantially simultaneously with the Closing Date, the Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already

Exhibit C - 4

qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) on the ABL Closing Date and (ii) if the ABL Closing Date occurs after the Closing Date, the representations and warranties required to be made for borrowings under Section 4.02(b) of the Existing ABL Credit Agreement shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) on the ABL Closing Date.

13. With respect to the ABL Facility, the Closing Date and the initial funding of the Incremental Term Loan Facility shall have occurred.

14. If (a) the ABL Closing Date occurs substantially simultaneously with the Closing Date, the Arrangers shall have received the Intercreditor Agreement (as defined in Exhibit A) executed and delivered by the ABL Agent and the Term Loan Agent and (b) if the ABL Closing Date does not occur on the Closing Date, the Term Arrangers shall have received all necessary joinders by the Company and Guarantors that are subsidiaries of the Company to the Existing Intercreditor Agreement.

Exhibit C - 5