Material Agreement - Form 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On March 28, 2024, Entegris, Inc., a Delaware corporation ("Entegris") and certain of its subsidiaries entered into Amendment No. 3 (the "Third Amendment") with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which amended the Credit and Guaranty Agreement, dated as of November 6, 2018 (as amended and restated by the Amendment and Restatement Agreement, dated as of July 6, 2022, as amended by Amendment No. 1, dated as of March 10, 2023, as amended by Amendment No. 2, dated as of September 11, 2023, and as further amended, restated, amended and restated, supplemented, modified and otherwise in effect prior to the effectiveness of the Third Amendment, the "Existing Credit Agreement" and, the Existing Credit Agreement as amended by the Third Amendment, the "Amended Credit Agreement"), by and among Entegris, as borrower, certain subsidiaries of Entegris party thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

The Third Amendment provides for, among other things, the reduction of the applicable rate of Entegris' outstanding term B loans under the Existing Credit Agreement. After giving effect to the Third Amendment, such outstanding term B loans will bear interest, at a rate per annum equal to, at Entegris' option, either (i) Term SOFR plus an applicable margin of 1.75% or (ii) a base rate plus an applicable margin of 0.75%. Other than as described herein (and more fully described in the Amendment), the terms of the Amended Credit Agreement are substantially similar to the terms of the Existing Credit Agreement.

In connection with the Third Amendment, Entegris made a prepayment of $354,456,202.11 of term B loans.

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

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