Exhibit 2.1

EXECUTION VERSION

AMENDMENT

TO

THE IMPLEMENTATION AGREEMENT

DATED 1 JULY 2021

AMONG ATOTECH LIMITED, MKS INSTRUMENTS, INC. AND

ATOTECH MANUFACTURING, INC.

THIS AMENDMENT (this “Amendment”) to the Implementation Agreement (as defined below) is made as of 1 April 2022, by and among Atotech Limited (the “Company”), MKS Instruments, Inc. (the “Acquirer”) and Atotech Manufacturing, Inc., an indirect wholly-owned subsidiary of the Acquirer (the “Bidco” and, together with the Company and the Acquirer, the “parties” and each as a “party” to this Amendment).

RECITALS

WHEREAS, each of the Company, the Acquirer and the Bidco is a party to the Implementation Agreement entered into on July 1, 2021 between the Company and the Acquirer and amended by the Letter Agreement dated October 29, 2021 to, among other things, add the Bidco as a party, as amended, (the “Implementation Agreement”), pursuant to which, among other things, the parties set forth the terms pursuant to which they would implement the Acquisition of the Company by the Acquirer;

WHEREAS, the consummation of the Acquisition, is subject to the satisfaction of various conditions (the “Conditions”), including, (i) that the Scheme shall have been sanctioned by the Court with or without modification (but subject to any non-de minimis modifications being acceptable to both parties acting reasonably and in good faith) and a copy of the Court Order having been delivered to the Registrar of Companies in Jersey; and (ii) the Clearances in connection with the Acquisition shall have been obtained from the Relevant Authorities;

WHEREAS, it is anticipated that all of the Conditions will not have been satisfied by the Long Stop Date;

WHEREAS, the parties wish to amend the Implementation Agreement to provide additional time for the Conditions to be satisfied.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Acquirer hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Implementation Agreement, as amended by this Amendment.

2. Amendments. The Implementation Agreement is hereby amended as follows:

“(e) in furtherance of the provision set out in this Clause 4.7, and notwithstanding any limitations therein or set out elsewhere in this Agreement, but subject to the other provisions of this clause, the Acquirer shall promptly take (and shall cause each of its Affiliates to take) any and all Antitrust Actions necessary or advisable in order to avoid or eliminate each and every impediment to the consummation of the Acquisition contemplated by this Agreement and obtain all approvals and consents of any Relevant Authority that may be required by any foreign or U.S. federal, state or local Relevant Authority, in each case with competent jurisdiction, so as to enable the parties to consummate the Acquisition contemplated by this Agreement as promptly as practicable (and in any event by or before the Long Stop Date).

“Antitrust Action” means (A) any and all actions with respect to Acquirer’s Equipment and Solutions Division (“ESD”), the Company, or any of the Company’s Affiliates including, without limitation, committing to, by consent decree or otherwise, operational obligations, restrictions or limitations (including, for the avoidance of doubt, commitments not to bundle products or

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services) and committing to, or effecting, by consent decree, hold separate orders, trust or otherwise, the sale, license, disposition or holding separate of assets; and (B) with respect to Acquirer businesses or divisions other than ESD, committing not to bundle products or services; each of (A) and (B) as may be required to obtain such approvals or consents of such Relevant Authorities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or delaying the consummation of the Acquisition contemplated by this Agreement;

provided that nothing in this Clause 4.7 shall require or be construed to require the Acquirer or any of its affiliates to agree to, or offer, accept or suffer to have imposed upon it

(i) any commitments other than those set forth in Clause (B) above with respect to Acquirer businesses other than ESD;

(ii) any commitments whose satisfaction would result in a violation of applicable laws; and

(iii) any commitments that, individually or in the aggregate, would reasonably be expected to have an Adverse Impact on the business or prospects of ESD, the Company, and the Company’s Subsidiaries taken as a whole on a combined basis (it being understood and agreed that for the purpose of this covenant, the limitation of such Adverse Impact on ESD, the Company and the Company’s Subsidiaries taken as a whole is solely for the purpose of determining the magnitude of the effect that would constitute an Adverse Impact and accordingly effects on all of the Acquirer’s, the Company’s and their respective Subsidiaries businesses shall be considered in determining whether such an Adverse Impact has occurred);

provided, further, that such commitments are conditioned upon the consummation of the Acquisition contemplated by this Agreement;

provided, however, for the avoidance of doubt, that the Company shall not be obligated to make any undertaking that could result in any penalty or fine (whether criminal, civil, or otherwise) upon, or any other liability to, any Person that is, prior to the Effective Date, a shareholder of the Company or a director, officer, or employee of the Company or any of its Subsidiaries.

Neither the Acquirer nor the Company, directly or indirectly, through one or more of their respective Affiliates, shall take any action, including acquiring or making any investment in any person or any division or assets thereof, that would reasonably be expected to prevent or delay the satisfaction of any of the

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conditions contained in this Agreement or the consummation of the Acquisition.”

“Adverse Impact” has the meaning described in Exhibit B hereto.

“4.8 Notwithstanding anything to the contrary in this Agreement, if the Marketing Period has not ended on or prior to the second Business Day prior to the time of satisfaction or waiver of all of the Conditions (other than those Conditions that by their terms are to be satisfied on the Closing Date, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those Conditions), the Closing Date shall occur on the earlier to occur of (i) a date before or during the Marketing Period specified by the Acquirer on no less than two Business Days’ notice to the Company, (ii) the third Business Day immediately following the final day of the Marketing Period, and (iii) the third Business Day prior to September 30, 2022 (subject in each case to the satisfaction or waiver of all of the conditions (other than those conditions that by their terms are to be satisfied on the Closing Date, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions) as of the Closing Date determined pursuant to this clause).”

“(c) use its commercially reasonable efforts to provide reasonable co-operation to the Acquirer in connection with the Debt Financing as specified in Schedule 4; provided that in no event shall the Company have any monetary damages as a result of any breach of any covenants set forth therein other than (i) if all of the conditions to Closing other than this Clause 10.3(c) have been satisfied, and (ii) such breach is a willful breach that continues after the Acquirer gives prompt written notice thereof to the Company specifying in reasonable detail the specific facts or circumstances that constitute such breach and a reasonable opportunity to cure such breach;”

“(f) automatically at 11:59 pm GMT on the Long Stop Date if, by that time the Effective Date has not occurred.”

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“(b) The Company shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement (including Schedule 4) on or prior to the Closing Date;”

“(d) the Identified Clearances in connection with the Acquisition having been obtained from the Relevant Authorities”

3. Confidentiality Agreement. The parties hereby agree that, in consideration of the ongoing duration of the Transaction, the obligations on the Acquirer contained in clause 6 (non-solicitation) and clause 8 (standstill) of the Confidentiality Agreement (as defined in the Implementation Agreement) shall be extended to apply to the Acquirer for a period of 18 months from the date of this Amendment.

4. Mutual Release; Disclaimer of Liability Arising Out of Efforts to Obtain Identified Clearances. Each of the Company, the Acquirer and the Bidco, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to sue any other party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, to the extent arising out of or related to efforts to obtain Identified Clearances, in each case to the extent arising out of facts, occurrences, actions or failures to act on or prior to the date hereof (but not, for the avoidance of doubt to the extent of any facts, occurrences, actions or failures to act arising or occurring after the date hereof, including without limitation any failure to comply with any request after the date hereof by any Relevant Authority to take any action to the extent required to be taken by Acquirer or any of its affiliates pursuant to Section 4.7(e), as amended hereby). The release contemplated by this Section 4 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims in connection with, arising out of or related to efforts to obtain Identified Clearances, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time prior to and including the date of this Amendment (but not, for the avoidance of doubt to the extent of any facts, occurrences, actions

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or failures to act arising or occurring after the date hereof, including without limitation any failure to comply with any request after the date hereof by any Relevant Authority to take any action to the extent required to be taken by Acquirer or any of its affiliates pursuant to Section 4.7(e), as amended hereby). Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.” Nothing in this Section 4 shall (i) apply to any action by any party to enforce the rights and obligations imposed pursuant to this Amendment or (ii) constitute a release by any party for any Claim arising under this Amendment.

5. Choice of Law. The provisions of Section 21 of the Implementation Agreement shall be applicable to this Amendment.

6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

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EXHIBIT A

SCHEDULE 4

FINANCING COOPERATION

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9

(b)

10

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In this Schedule 4, each of the following expressions shall have the following meaning:

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“Compliant” means, with respect to the Financing Information, that (a) such Financing Information does not contain any untrue statement of a material fact regarding the Company or any of its Subsidiaries (taken as a whole) or omit to state any material fact regarding the Company or any of its Subsidiaries necessary in order to make such Financing Information not misleading in the light of the circumstances under which such statements were delivered (taken as a whole); (b) (i) the Company’s independent auditors have not withdrawn any audit opinion with respect to the audited financial statements contained in such Financing Information (it being understood that such Financing Information will be Compliant if the Company’s independent auditors have subsequently delivered an unqualified audit opinion with respect to such financial statements and, if applicable, the applicable financial statements have been amended, as applicable) and (ii) the Company shall not have been informed by its independent auditors that it is required to restate, and the Company has not restated, or announced a public intention to restate, any financial statements required to be delivered pursuant to the definition of Financing Information (and is not actively considering any such restatements); provided that such Financing Information shall be deemed Compliant if and when (x) any such restatement has been completed by the Company and updated financial statements delivered pursuant to the delivery of the Financing Information or (y) the Company’s independent auditors inform the Company that no such restatement is needed; and (c) the financial statements of the Company and its Subsidiaries (taken as a whole) included in such Financing Information are sufficient to permit the independent auditors of the Company and its Subsidiaries to issue a customary comfort letter to the Financing Sources, including as to customary negative assurances and change period, in order to consummate an offering of debt securities on any day during the Marketing Period.

“Financing Information” means (i) (A) the audited consolidated statements of comprehensive income, financial position, cash flows, and changes in shareholders’ equity of the Company with respect to the fiscal year ended December 31, 2021; and (B) the unaudited interim consolidated statements of comprehensive income, financial position, cash flows, and changes in shareholders’ equity of the Company and its Subsidiaries for each fiscal quarter ending on or after March 31, 2022 and at least 45 days before the Closing (including the comparable prior year period), in each case, reviewed under Statement on Auditing Standards No. 100 by its independent registered public accountants; it being understood and agreed that such financial statements will be presented in accordance with IFRS as issued by the International Accounting Standards Board and will not include a reconciliation to GAAP and (ii) to the extent reasonably available to the Company, such customary financial data or other pertinent information (including, customary “flash” or “recent developments” data if and when reasonably available following the end of each of the Company’s corresponding fiscal year or quarter) relating to the Company and its Subsidiaries (other than the annual and quarterly financial statements of the Company, as to which clause (i) above applies, or of any of its Subsidiaries, investees, or any other entity (including for the avoidance of doubt any financial statements required by Rule 3-05, 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X) reasonably requested by the Acquirer in connection with the Debt Financing and customarily included in marketing materials, confidential information memoranda, lender and investor presentations for secured credit facilities or debt securities offering transactions, including financial data and other information of the type customary for Rule 144A offerings by public companies in order to consummate the offering(s) of debt securities contemplated by any such financing, it being understood that in no case shall such information include Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act or information regarding executive compensation or related-party disclosure under SEC Release Nos. 33-8732A, 34-54302A, and IC-27444A (and, in each case, any successor thereto).

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Exhibit 10.1

Execution Version

PERSONAL AND CONFIDENTIAL

April 1, 2022

MKS Instruments, Inc.

2 Tech Drive, Suite 201

Andover, Massachusetts 01810

Attention: Seth H. Bagshaw, Senior Vice President,

Chief Financial Officer & Treasurer

Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”) and Barclays Bank PLC (“Barclays” and, together with JPMCB and any other Commitment Party appointed as described below, the “Commitment Parties”, “us” or “we”) that you intend to acquire (the “Acquisition”) 100% of the equity interests of Atotech Limited, a registered public company existing under the laws of Jersey (the “Target”), pursuant to an implementation agreement and to consummate the other Transactions, as defined in the Summary of Terms attached as Exhibit A hereto and the other transactions as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below) (collectively, the “Transactions”). Capitalized terms used but not otherwise defined herein are used with the meanings assigned to such terms in the Exhibits hereto.

You have also advised us that, in connection with the Transactions, the Parent Borrower desires to, among other things, (a) enter into a new senior secured term B credit facility in an aggregate amount of $4,250.0 million (the “Term Loan B Facility”), (b) enter into a new senior secured term A credit facility in an aggregate amount of $1,000.0 million (the “Term Loan A Facility” and, together with the Term Loan B Facility, the “Term Loan Facilities”) and (c) enter into a new senior secured revolving credit facility in total aggregate commitments of $500.0 million (the “Revolving Credit Facility”; together with the Term Loan Facilities, collectively, the “Facilities”; and the Revolving Credit Facility, together with the Term Loan A Facility, the “Pro Rata Facilities”).

You hereby appoint JPMCB to act, and JPMCB hereby agrees to act, as sole and exclusive administrative agent and collateral agent for the Facilities (in such capacities, the “Agent” or the “Administrative Agent”). You hereby appoint each of JPMCB and Barclays to act, and each of JPMCB and Barclays hereby agrees to act, (i) as a joint lead arranger and joint bookrunner for the Term Loan B Facility (in such capacities, the “Term B Arrangers”), (ii) as a joint lead arranger and joint bookrunner for the Term Loan A Facility (in such capacities, the “Term A Arrangers”) and (iii) as a joint lead arranger and a joint

bookrunner for the Revolving Credit Facility (in such capacities, the “Revolving Facility Arrangers”; and, together with the Term A Arrangers and the Term B Arrangers, collectively, the “Arrangers”).

In connection with the Transactions contemplated hereby (a) each of JPMCB and Barclays (collectively, the “Initial Term B Lenders”), hereby commits on a several, but not joint, basis to provide the percentage of the entire principal amount of the Term Loan B Facility set forth opposite its name on Schedule 1 hereto (as such schedule may be amended or supplemented in accordance with the terms of this Commitment Letter), (b) each of JPMCB and Barclays (collectively, the “Initial Term A Lenders”), hereby commits on a several, but not joint, basis to provide the percentage of the entire principal amount of the Term Loan A Facility set forth opposite its name on Schedule 1 hereto (as such schedule may be amended or supplemented in accordance with the terms of this Commitment Letter) and (c) each of JPMCB and Barclays (collectively, the “Initial Revolving Lenders”; and together with the Initial Term A Lenders and the Initial Term B Lenders, collectively, the “Initial Lenders”), hereby commits on a several, but not joint, basis to provide the percentage of the entire principal amount of the Revolving Credit Facility set forth opposite its name on Schedule 1 hereto (as such schedule may be amended or supplemented in accordance with the terms of this Commitment Letter) in each case of the foregoing, (i) upon the terms set forth or referred to in this letter and the Summary of Terms attached as Exhibit A hereto, and (ii) the initial funding of which is subject only to the conditions set forth on Exhibit B hereto (such Exhibits A and B, including the annexes thereto, the “Term Sheets” and together with this letter, collectively, this “Commitment Letter”).

Our fees for services related to the Facilities are set forth in a separate fee letter with respect to the Facilities (the “Fee Letter”) between you and us 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.

You have the right (the “Designation Right”), on or prior to the date that is fifteen (15) business days after the date of this Commitment Letter, to appoint up to four (4) additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers or to confer other titles in respect of any Facility (any such agent, co-agent, lead arranger, bookrunner, manager, arranger or other titled institution, an “Additional Committing Lender”) in a manner and with economics determined by you (it being understood that (a) in no event will the Commitment Parties party hereto on the date hereof receive less than 60% of the compensatory economics with respect to the each Facility, (b) each Additional Committing Party (or its affiliate) shall assume a proportion of the commitments on a pro rata basis among the Facilities and with respect to each Facility that is equal to the proportion of the economics allocated to such Additional Committing Party (or its affiliates), and Schedule 1 shall be automatically amended accordingly as it pertains to each Facility and (c) to the extent you or we appoint (or confer titles on) any Additional Committing Party in respect of any Facility, the economics allocated to, and the commitment amounts of, each relevant Commitment Party in respect of such Facility will be proportionately reduced (or otherwise reduced in a manner agreed by you and us) by the amount of the economics allocated to, and the commitment amount of, such Additional Committing Party (or its affiliate), in each case upon the execution and delivery by such Additional Committing Party of customary joinder documentation reasonably acceptable to you and us, and thereafter, such Additional Committing Party shall constitute a “Commitment Party,” “Initial Lender,” and/or “Arranger”, as applicable, under this Commitment Letter and under the Fee Letter).

It is further agreed that JPMCB 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; and Barclays will appear to the immediate right of JPMCB and the other Additional Committing Parties will appear in alphabetical order to the right of Barclays. Except as set forth above, no other agents, co-agents, lead arrangers, co-arrangers, bookrunners, managers or co-

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managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) will be paid to any Lender for its participation in the Facilities unless you and we shall so agree.

Our commitments hereunder to make effective and fund the Facilities on the Closing Date and our agreements to perform the services described herein are subject solely to the satisfaction of the conditions set forth in Exhibit B.

Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking between you and us concerning the transactions contemplated hereby, (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 the Specified Representations (as defined below) and (b) the terms of the 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 B are satisfied or waived by the Arrangers (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 lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code or (ii) the delivery certificates if any, evidencing the equity interests of any material wholly-owned restricted domestic subsidiary of the Parent Borrower that constitutes Collateral (provided that any such certificated equity interests with respect to subsidiaries of the Target will be required to be delivered on the Closing Date only to the extent received after your use of commercially reasonable efforts to obtain such certificates)) after your use of commercially reasonable efforts to do so, without undue burden or expense, the delivery of such Collateral or security interest therein (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 120 days after the Closing Date (or such longer period as the Agent may reasonably agree), in each case, pursuant to arrangements to be mutually agreed by the Parent Borrower and the Agent. For purposes hereof, “Specified Representations” means the representations and warranties made by the Loan Parties as of the Closing Date set forth in the Facilities Documentation relating to: organizational existence of such Loan Parties; organizational power and authority of such Loan Parties to execute, deliver and perform their obligations under the Facilities Documentation, and due authorization, execution and delivery by such Loan Parties, in each case, as they relate to their entry into and performance of the Facilities Documentation; enforceability of the Facilities Documentation against such Loan Parties; no conflicts with or consent under charter documents of such Loan Parties as it relates to their entry into and performance of the Facilities Documentation; solvency of the Parent Borrower and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (with solvency being determined in a manner consistent with Annex I to this Commitment Letter); subject to the immediately preceding sentence and the limitations set forth in the Term Sheets, creation and perfection of security interests in the Collateral; Federal Reserve margin regulations; not using proceeds in violation of the PATRIOT Act, OFAC or FCPA; and the Investment Company Act. The provisions of this paragraph are referred to as the “Certain Funds Provision”.

Each Arranger intends and reserves the right to syndicate the Facilities to the Lenders in consultation with you; provided that the Arrangers will not syndicate to (i) those persons identified by you by name in writing to us prior to the date hereof or (ii) competitors of the Parent Borrower, the Target or any of their

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respective subsidiaries that are identified by you by name in writing prior to the date hereof (such persons, together with any person that is clearly identifiable as an affiliate of such person on the basis of its name, collectively, the “Disqualified Institutions”); provided, further, that the Parent Borrower, upon at least three (3) business days’ written notice to the Commitment Parties after the date hereof (or, after the Closing Date, the Agents), shall be permitted to supplement in writing the list of persons that are Disqualified Institutions to the extent such supplemented person is or becomes a bona fide competitor of the Parent Borrower, the Target or any of their respective subsidiaries; provided however, that such supplementation shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Facilities; and provided, further, that (A) a competitor or an affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other than a person which is excluded pursuant to clause (i) above) and (B) Disqualified Institutions shall not include any of the financial institutions to which any portion of the Term Loan Facility (as defined in the Commitment Letter, dated as of July 1, 2021, among, inter alios, you and the Commitment Parties as in effect immediately prior to the termination thereof) was allocated. Unless otherwise agreed by you, other than in connection with any assignment to an Additional Committing Party upon designation of such Additional Committing Party as an Initial Lender and the execution and delivery by such Additional Committing Party of customary joinder documentation, (x) the Commitment Parties shall not be relieved, released or novated from their obligations hereunder (including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities until after the funding under the Facilities on the Closing Date has occurred, (y) no assignment or novation shall become effective (as between you and any Commitment Party) with respect to all or any portion of any Commitment Party’s commitments in respect of the Facilities until the funding of the Facilities has occurred and (z) unless you otherwise agree in writing, the Commitment Parties shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the funding under the Facilities on the Closing Date has occurred. 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 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 Parent Borrower and its 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) the earlier of (A) 45 days following the Closing Date and (B) the termination of commitments with respect to the Facilities without the occurrence of the Closing Date and (c) the “Successful Syndication” of the Facilities (as defined in the Fee Letter), you will ensure (or with respect to the Target 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 Target or the Parent 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) the Facilities, (ii) any senior debt securities issued in connection with the exercise of the “Market Flex” provisions in the Fee Letter and (iii) (x) as to the Target and its subsidiaries, indebtedness permitted under the Acquisition Agreement to be incurred or remain outstanding prior to the Closing Date, and indebtedness permitted to remain outstanding on and after the Closing Date under the Acquisition Agreement, working capital indebtedness, intercompany indebtedness, purchase money and equipment financings and other indebtedness that has otherwise been consented to by the Arranger and (y) as to the Parent Borrower and its subsidiaries, borrowings under its existing revolving credit facilities, deferred purchase price obligations, ordinary course working capital facilities for foreign subsidiaries, ordinary

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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 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 presentation materials (collectively, “Confidential Information Memoranda”) regarding the business, operations and financial projections of the Parent Borrower including without limitation the delivery of all customary information relating to the Transactions prepared by or on behalf of the Parent Borrower; (ii) using commercially reasonable efforts to obtain (or confirm, as applicable) 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, an updated corporate family rating and an updated corporate credit rating for the Parent Borrower and a credit rating for each of the Facilities; (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 Parent Borrower and participation of such persons in such meetings); and (iv) hosting (including any preparations with respect thereto) with the Arrangers at places and times (which may be virtual to the extent circumstance so requires) reasonably requested by the Arrangers, one or more meetings with prospective Lenders. 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, after the Closing Date, each Arranger has the right to place advertisements in financial and other newspapers at its own expense describing its services to you and the Parent Borrower. 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 (i) the Arrangers will make available an information package and presentation to the proposed syndicate of Lenders by posting the information package and presentation on DebtDomain, SyndTrak, IntraLinks or another similar electronic system and (ii) 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, your or 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 the list of Disqualified Institutions); 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 therein. The

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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.

You represent and warrant 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 Parent 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 Parent 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) 45 days following the Closing Date and (ii) the “Successful Syndication” (as defined in the Fee Letter) of the Facilities you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if made at such time, then you will promptly supplement, or cause to be supplemented, the information and projections so that such representations will be correct in all material respects in light of the circumstances in which statements are made. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, shall constitute a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder or the funding of the Facilities on the Closing Date. 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.

To induce us to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Facilities, you hereby agree to indemnify and hold harmless each Agent, each Arranger and each other agent or co-agent (if any) designated by any Arranger with respect to the Facilities, each Lender (including in any event each Commitment Party and any other Initial Lender) and their respective affiliates and each partner, trustee, shareholder, director, officer, employee, advisor,

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representative, agent, attorney and controlling person thereof (each of the above, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or reasonable and documented expenses (including reasonable and documented legal expenses), joint or several, of any kind or nature whatsoever that may be brought or threatened by the Target, the Parent Borrower, the Guarantors (as defined in Exhibit A), any of their respective affiliates or any other person or entity or which may be incurred by or asserted against or involve any Indemnified Person (whether or not any Indemnified Person is a party to such action, suit, proceeding or claim) as a result of or arising out of or in any way related to or resulting from 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 you will not have to indemnify an Indemnified Person against (A) any claim, loss, damage, liability or reasonable and documented expense to the extent found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, (ii) a material breach of obligations under this Commitment Letter or the Facilities Documentation by such Indemnified Person or any of such Indemnified Person’s controlled affiliates or (iii) any dispute solely among the Indemnified Persons (not arising as a result of any act or omission by the Parent Borrower or any of its subsidiaries or affiliates) other than any claim, action, suit, inquiry, litigation, investigation or other proceeding brought by or against any such Indemnified Person in its capacity as agent or arranger, or (B) any settlement entered into by such Indemnified Person without your written consent (such consent not to be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final, non-appealable judgment by a court of competent jurisdiction in any such action, suit, proceeding or claim, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, losses, damages, liabilities or reasonable and documented expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 5. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably conditioned, withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened action, suit, proceeding or claim in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such action, suit, proceeding or claim, (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality and non-disparagement provisions. Notwithstanding any other provision of this Commitment Letter, no Related Person will be responsible or liable to you or any other person or entity for damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, unless such use is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or a material breach of the obligations under this Commitment Letter or the Fee Letter by, such Related Person or any of such Related Person’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling persons or other representatives. “Related Person” means the Agent, each Arranger and each other agent or co-agent (if any) designated by any Arranger with respect to the Facilities, each Lender (including in any event each Commitment Party and any other Initial Lender) and their respective affiliates and each partner, trustee, shareholder, director, officer, employee, advisor, representative, agent, attorney and controlling person thereof.

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

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relevant jurisdiction and counsel otherwise retained with the Parent Borrower’s consent, whether or not the Acquisition is consummated, the 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 Related 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.

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.

Each Commitment Party notifies you, the Target 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 Target 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 Target 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 Parent 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.

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

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Letter and such communications to the Parent 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 or the information contained therein (except in redacted form reasonably satisfactory to the Commitment Parties)) to the Target 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 Fee Letter to bona fide prospective Additional Committing Parties, (viii) this Commitment Letter and the Fee Letter in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case you shall promptly notify us, in advance, to the extent reasonably practicable and permitted by law), (ix) this Commitment Letter and the Fee Letter upon the request or demand of any regulatory authority or self-regulatory body having jurisdiction over you or your affiliates (in which case you shall, except with respect to any regulatory authority exercising examination or regulatory authority, promptly notify us, in advance, to the extent reasonably practical and permitted by law), (x) this Commitment Letter and the Fee Letter for purposes of enforcing your rights hereunder and (xi) 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 Parent Borrower, the Target 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 (including self-regulatory) authority having jurisdiction over us or our affiliates (in 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

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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 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 Parent Borrower, the Target 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 Parent 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 Target and other companies that may be the subject of the Transactions and such affiliates will be entitled to the benefits afforded to us hereunder.

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.

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

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 WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS 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 set forth in Exhibit B 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.

The provisions of Sections 3, 4, 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

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indebtedness under the Term Loan Facilities is required to fund the Transactions for any other reason, you may, in your sole discretion, ratably reduce the commitments with respect to the Term Loan Facilities.

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 valid 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 September 30, 2022 (the “Termination Date”).

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. The words “execution,” “signed,” “signature,” and words of like import in this Commitment Letter or the Fee Letter shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to JPMCB 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 April 1, 2022, 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.]

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We look forward to working with you on this assignment.

[Commitment Letter – Signature Page]

[Commitment Letter – Signature Page]

Accepted and agreed to as of

the date first written above:

MKS INSTRUMENTS, INC.

By: /s/ Seth H. Bagshaw                        

Name: Seth H. Bagshaw

Title: Senior Vice President, Chief Financial Officer and Treasurer

[Commitment Letter – Signature Page]

SCHEDULE 1

FACILITY COMMITMENTS

EXHIBIT A

MKS Instruments, Inc.

Senior Secured Credit Facilities

Summary of Terms

Set forth below is a summary of the proposed principal terms for the Facilities. 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 AND TRANSACTION

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

A-10

A-11

A-12

A-13

A-14

A-15

A-16

A-17

A-18

A-19

A-20

A-21

A-22

A-23

A-24

A-25

A-26

A-27

A-28

A-29

EXHIBIT B

MKS Instruments, Inc.

Senior Secured Credit Facilities

Summary of Terms and Conditions

Unless otherwise defined in this Exhibit B, capitalized terms used in this Exhibit B shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached and the other Exhibits to the Commitment Letter. Subject in all respects to the Certain Funds Provision and the Documentation Principles, the commitments of the Initial Lenders’ and the Arrangers’ and other agents’ agreements to perform the services described herein (including the initial borrowings under the Facilities) are subject solely to the satisfaction (or waiver by the Arrangers) of the following conditions precedent, as applicable:

1. Subject to the Certain Funds Provision, definitive loan documentation for the Facilities consistent with the Term Sheet, the Commitment Letter (including, without limitation, the Guarantees and Collateral to the extent required by the Facilities Documentation, the Term Sheet and the Commitment Letter) and the Documentation Principles shall have been executed and delivered by the Borrowers and the Guarantors to the Agent.

2. The Acquisition shall have been, or substantially concurrently with the initial borrowings 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, or any consent given thereunder, in a manner material and adverse to the Lenders (in their capacity as such) without the consent of the Arrangers (which consent shall not be unreasonably withheld, delayed or conditioned); 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 so long as any such reduction is applied on a dollar-for-dollar basis to reduce the amount of commitments in respect of the Term Loan Facility, (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 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) and (c) each Arranger shall be deemed to have consented to any such waiver, amendment or modification unless they shall object thereto in writing (including via email) within three business days of receipt of written notice of such waiver, amendment or modification.

3. The Refinancing shall have been made or consummated prior to, or shall be made or consummated substantially simultaneously with, the initial borrowings under the Facilities.

4. Subject to the Certain Funds Provision, with respect to each of the Facilities, the Agents shall have received (a) all documents and instruments required to create and perfect the 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 Parent Borrower, substantially in the form of Exhibit K to the Specified Credit Agreement, attesting to the solvency of the Parent Borrower and its subsidiaries on the Closing Date on a consolidated basis after giving effect to the Transactions, (c) customary legal opinions, (d) 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 (which shall not include any representation or statement as to the absence or existence of any default or event of default or a bring down of representations and warranties other than those set forth in

B-1

paragraph 10 below), and (f) good standing certificates in the respective jurisdictions of organization of the Loan Parties (to the extent such concept exists in the applicable jurisdiction).

5. 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 Agents, the Arrangers and the Lenders shall have been paid, to the extent an invoice therefor was presented at least five business days prior to the Closing Date (or such later date as the Parent Borrower may agree) (which amounts may be offset against the proceeds of the funding under the Facilities).

6. 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 Parent Borrower in writing at least ten business days prior to the Closing Date.

7. The Specified 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.

B-2

Exhibit 99.1

MKS Instruments Provides Update on Pending Acquisition of Atotech

ANDOVER, Mass., April 1, 2022 – (GLOBE NEWSWIRE) – MKS Instruments, Inc. (NASDAQ: MKSI) (“MKS”), a global provider of technologies that enable advanced processes and improve productivity, today announced that it has agreed with Atotech Limited (NYSE: ATC) (“Atotech”) to extend the date for completing MKS’ previously announced and pending acquisition of Atotech to September 30, 2022 from March 31, 2022. The extension is intended to allow additional time for the regulatory approval from China’s State Administration for Market Regulation (“SAMR”). The parties recently withdrew and refiled their notice of acquisition with SAMR to allow SAMR more time to complete its review. The transaction has received approval from the 12 other global antitrust regulatory authorities for which approval is a condition to closing.

The extension of the agreement is supported by a financing commitment from J.P. Morgan and Barclays Bank PLC.

“We are encouraged by the progress we have made on the China regulatory review to date and we look forward to continuing to work with SAMR,” said John T.C. Lee, President and CEO of MKS. “We remain very excited about this transaction. By uniting our proprietary laser processing and Atotech’s chemistry technology expertise, we hope to enhance the breadth of our innovation capabilities and accelerate customer roadmaps in this era of miniaturization and complexity.”

Completion of the transaction, which is to be effected by means of a scheme of arrangement under the laws of the Bailiwick of Jersey, is also subject to obtaining the required sanction by the Royal Court of Jersey and the satisfaction of customary closing conditions.

As previously announced on July 1, 2021, MKS entered into a definitive agreement with Atotech (the “Implementation Agreement”) pursuant to which MKS will acquire Atotech for $16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share. At the time of the announcement, the equity value of the transaction was approximately $5.1 billion and the enterprise value of the transaction was approximately $6.5 billion. The extension of the date for completing the acquisition did not change the consideration under the definitive agreement and the final value of the consideration will be determined at the time of the closing of the transaction. MKS intends to fund the cash portion of the transaction with a combination of available cash on hand and committed debt financing.

As previously announced by Atotech, on November 3, 2021 the transaction was approved by Atotech shareholders at a meeting convened pursuant to an order of the Royal Court of Jersey and a special resolution to implement the transaction was passed by Atotech shareholders at a general meeting.

Separately, MKS also provided an update on the impact of recent geopolitical events, confirming that its exposure to Ukraine and Russia is immaterial to operations and financial results, and is expected to be immaterial on a combined company basis as well.

About MKS Instruments

MKS Instruments, Inc. is a global provider of instruments, systems, subsystems and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes to improve process performance and productivity for our customers. Our products are derived from our core competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, vacuum technology, temperature sensing, lasers, photonics, optics, precision motion control, vibration control and laser-based manufacturing systems solutions. We also provide services relating to the maintenance and repair of our products, installation services and training. Our primary served markets include semiconductor, industrial technologies, life and health sciences, and research and defense. Additional information can be found at www.mksinst.com.

Safe Harbor for Forward-Looking Statements

Statements in this press release regarding the pending transaction, the ability to close the transaction, the impact of geopolitical events in Russia and Ukraine on operations and any other statements about MKS management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should also be

considered to be forward-looking statements. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are: the ability of the parties to obtain the required regulatory approval of SAMR and meet other closing conditions required to complete the transaction; manufacturing and sourcing risks, including the impact and duration of supply chain disruptions, component shortages and price increases; the terms of MKS’ existing loan facilities; the terms and availability of financing for the transaction; the substantial indebtedness MKS expects to incur in connection with the transaction and the need to generate sufficient cash flows to service and repay such debt; MKS’ entry into Atotech’s chemicals technology business, in which MKS does not have experience and which may expose it to significant additional liabilities; the risk of litigation relating to the transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that disruption from the transaction materially and adversely affects the respective businesses and operations of MKS and Atotech; restrictions during the pendency of the transaction that impact MKS’ or Atotech’s ability to pursue certain business opportunities or other strategic transactions; the ability of MKS to realize the anticipated synergies, cost savings and other benefits of the transaction, including the risk that the anticipated benefits from the transaction may not be realized within the expected time period or at all; competition from larger or more established companies in the companies’ respective markets; MKS’ ability to successfully grow Atotech’s business; potential adverse reactions or changes to business relationships resulting from the pendency or completion of the transaction; the ability of MKS to retain and hire key employees; legislative, regulatory and economic developments, including changing conditions affecting the markets in which MKS and Atotech operate, including the fluctuations in capital spending in the semiconductor industry and other advanced manufacturing markets and fluctuations in sales to MKS’ and Atotech’s existing and prospective customers; the challenges, risks and costs involved with integrating the operations of the companies MKS acquires; the impact of the COVID-19 pandemic; the ability of MKS to anticipate and meet customer demand; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; international operations; financial risk management; and the other factors described in MKS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and any subsequent Quarterly Reports on Form 10-Q, each as filed with the U.S. Securities and Exchange Commission (the “SEC”). Additional risk factors may be identified from time to time in future filings with the SEC. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.

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MKS Contacts:

Investor Relations:

David Ryzhik

Vice President, Investor Relations

Telephone: +1 (978) 557-5180

Email: david.ryzhik@mksinst.com

Press Relations:

Bill Casey

Senior Director, Marketing Communications

Telephone: +1 (630) 995-6384

Email: bill.casey@mksinst.com

Tom Davies / Jeremy Fielding

Kekst CNC

Emails: tom.davies@kekstcnc.com / jeremy.fielding@kekstcnc.com

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