8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 11, 2014

Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction  of Incorporation) 001-33155 (Commission File No.) 04-3444218  (IRS Employer  Identification No.)

50 Old Webster Road

Oxford, Massachusetts 01540

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (508) 373-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 11, 2014, IPG Laser GmbH ("IPG Laser"), a wholly-owned subsidiary of IPG Photonics Corporation (the "Registrant"), entered into a new unsecured revolving line of credit (the "Credit Facility Agreement") with Deutsche Bank AG (“ Deutsche Bank”). IPG Laser, located in Burbach, Germany, is one of the principal manufacturing, research and sales operations of the Registrant. The Credit Facility Agreement replaces the current line of credit with Deutsche Bank, which was to expire on August 31, 2014.

Under the new Credit Facility Agreement, IPG Laser has available credit up to Euro 30.0 million, an increase from Euro 20.0 million under the current facility with Deutsche Bank. Of the Euro 30.0 million in available credit, up to Euro 22.0 million is available to certain of our foreign subsidiaries as follows: our Russian subsidiary - up to Euro $16.0 million, our Italian subsidiary - up to Euro $3.0 million, and our Chinese subsidiary - up to Euro $3.0 million. The new Credit Facility Agreement expires July 31, 2017, and provides for loans bearing interest at various rates based upon the type of loan. There are no financial covenants in the Credit Facility Agreement and advances are subject to certain conditions. The Credit Facility Agreement is guaranteed by the Registrant pursuant to a guarantee (the “Registrant Guarantee”). Further, IPG Laser guarantees the lines of credit extended to our Russian, Italian and Chinese subsidiaries under a separate guarantee (the “IPG Laser Guarantee”). The terms of the Credit Facility Agreement, the Registrant Guarantee and IPG Laser Guarantee (collectively, the “Euro Credit Facility Documents”) are substantially similar to the credit facility agreement and guarantees they replace.

The foregoing descriptions of the Euro Credit Facility Documents do not purport to be complete and are qualified in their entirety by reference to the Euro Credit Facility Documents, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a

Registrant.

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Exhibit 10.1	Credit Facility Agreement between IPG Laser GmbH and Deutsche Bank AG, dated August 7, 2014.
Exhibit 10.2	Guarantee of the Registrant to Deutsche Bank AG, dated August 7, 2014.
Exhibit 10.3	Guarantee of IPG Laser GmbH to Deutsche Bank AG, dated August 7, 2014.
Exhibit 10.4	Annex 1 to Guarantee of IPG Laser GmbH to Deutsche Bank AG, dated August 11, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	IPG PHOTONICS CORPORATION
August 14, 2014		/s/ Angelo P. Lopresti
		Angelo P. Lopresti
		Senior Vice President, General Counsel & Corporate Secretary

EXHIBIT NUMBER	DESCRIPTION
10.1	Credit Facility Agreement between IPG Laser GmbH and Deutsche Bank AG, dated August 7, 2014.
10.2	Guarantee of the Registrant to Deutsche Bank AG, dated August 7, 2014.
10.3	Guarantee of IPG Laser GmbH to Deutsche Bank AG, dated August 7, 2014.
10.4	Annex 1 to Guarantee of IPG Laser GmbH to Deutsche Bank AG, dated August 11, 2014.

EX-10.1

EXHIBIT 10.1

Bank version /Client version

Credit Facility Agreement

Regarding an Umbrella Credit Facility in the amount of

EUR 30,000,000.00

dated August 07, 2014

IPG Laser GmbH

Siemensstrasse 7

57299 Burbach

(the "Borrower")

and

Deutsche Bank AG

Filiale Deutschlandgeschäft

An den Dominikanern 11 - 27

50668 Cologne

(the "Bank")

enter into the following agreement (the "Credit Facility Agreement") pursuant to which the Bank makes available a revolving umbrella credit facility to the Borrower (the "Umbrella-Credit Facility") on the basis of the Bank’s General Business Conditions (Allgemeine Geschäftsbedingungen):

§1- PARTIES

Borrower:	IPG Laser GmbH
Bank:	Deutsche Bank AG Filiale Deutschlandgeschäft, Cologne

§2- UMBRELLA-CREDIT FACILITY:

(1) Aggregate Facility Amount

The Bank makes available to the Borrower a credit facility in the amount of up to

Euro 30,000,000.00 (in words: Euro thirty million) ("Aggregate Facility Amount").

The Aggregate Facility Amount is divided into the following facilities:

(a) Facility 1: revolving cash credit facility in the amount of up to Euro 14,000,000.00

(b) (in words: Euro fourteen million) ("Facility 1").

(c) Facility 2: revolving guarantee facility in the amount of up to Euro 16,000,000.00

(d) (in words: Euro sixteen million) ("Facility 2").

Facility 1 and Facility 2 together named as “Facilities”.

(2)Term of the Facilities

The Facilities are available until July 31^st, 2017 ("Term of the Umbrella-Credit Facility").

(3) Purpose

(a) The proceeds of Facility 1 shall be applied towards purposes of financing short-term working capital requirements, especially financing of the outstanding accounts receivables and inventories of the Borrower as well as - pursuant to § 4 - of companies of which a Borrower directly or indirectly owns a majority interest according to § 16 of the German Stock Companies Act (Aktiengesetz) ("Subsidiaries"). For purposes of this Credit Facility Agreement only the IPG Photonics (Beijing) Fiber Laser Technology Company Limited, Beijing, China is deemed to be a Subsidiary (irrespective of § 16 of the German Stock Companies Act).

The use of Facility 1 for acquisitions irrespective of form, duration and amount will require the prior consent of the Bank.

(b) The proceeds of Facility 2 shall be applied towards the issuance of Guarantees upon instruction of the Borrower as well as - pursuant to § 4 - of its respective Subsidiaries.

(4) Definitions

In this Credit Facility Agreement the following words and terms are defined as specified below:

"Banking Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Cologne.

"EONIA" means the Euro OverNight Index Average as determined by the European Central Bank for each Target-day. On days which are not a TARGET-day the EONIA as determined on the immediately preceding TARGET-day shall apply. If no EONIA is available on a Target-day the Bank will determine the applicable reference interest rate in accordance with section 315 German Civil Code (BGB) on the basis of the quotations for overnight funds in the European interbank market.

"EURIBOR" means the interest rate per annum for deposits in Euro for the relevant interest period displayed on page 248 of the Telerate screen or a respective succeeding screen replacing page 248 for 11.00 a.m. Brussels time two TARGET-days prior to the disbursement/the commencement of the respective interest period. If the EURIBOR cannot be determined two TARGET-days prior to the first interest period, the Bank and the Borrower will negotiate the interest rate for the relevant interest period. The Bank is not obligated to disburse the loan unless an agreement about the applicable interest rate has been reached. The Bank is released from its obligation to disburse the loan if an agreement about the applicable interest rate is not reached within 15 days. If the EURIBOR for an interest period following the first interest period cannot be determined two TARGET-days prior to the commencement of the relevant interest period the Bank will determine interest for the relevant interest period based on interest rates customary in the European interbank market for the particular interest period plus the agreed margin.

"Financial Indebtedness" means any indebtedness for or in respect of (i) moneys borrowed, (ii) any letters of credit issued and acceptances accepted or issued, which had been discounted, (iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, (iv) lease contracts which would, in accordance with orders or statements of practice of the Federal Ministry of Finance or GAAP under the applicable law as the case may be, be treated as a finance or operating lease, (v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis), (vi) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, (vii) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account), (viii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by third parties unless both obligations are reported, the primary obligation on and the obligation of the counter-indemnity on or below, the same balance sheet; and (ix) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) through (viii) above, (x) a guarantee, surety or other obligation for any of the obligations listed in paragraphs (i) through (ix), and (xi) provisions for pension obligations.

"TARGET-day" is any day on which the Trans-European Automated Real Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.

§ 3 - UTILIZATION

(1) Cash Credit Facility

Facility 1 may be utilized by way of:

(a) Cash Credit

Current account cash advances ("Cash Credit") in Euro on the account of the Borrower with IBAN DE34460700900028025500, BIC DEUTDEDK460.

(b) EURIBOR-Fixed Interest Loan

Loans with fixed interest rates on the basis of EURIBOR with interest periods of 1, 3, or 6 months which may, however, not extend beyond the Term of Facility 1 (“Interest Period”) (“EURIBOR-Fixed Interest Loan”) in Euro after a utilization request by the Borrower. The minimum amount for utilizations by way of EURIBOR-Fixed Interest Loan is

Euro 250,000.00 (in words: Euro two hundred fifty thousand) or an integral multiple thereof.

Each utilization request must be delivered to the Bank by 10:00 a.m. Frankfurt am Main local time two Banking Days before the day on which disbursement is to be made or on which, a new Interest Period would begin, respectively. The utilization request must specify the designated amount of the utilization and the duration of the Interest Period and shall be irrevocable.

If an Interest Period would otherwise end on a day which is not a Banking Day, that Interest Period will instead end on the next Banking Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

(c) Utilization in foreign currency

Cash Credit in foreign currency, namely in US Dollar, or with prior consent of the Bank in every other currency which is freely available, convertible and transferable in the European interbank market.

(2) Guarantee Facility

Facility 2 may be utilized as follows:

(a) Guarantees

Facility 2 may be utilized through sureties (Bürgschaften), sureties upon first demand (Bürgschaften auf erstes Anfordern), guarantees (including bonds and standby letters of credit) or guarantees upon first demand (Garantien auf erstes Anfordern) issued upon instruction of the Borrower ("Guarantees") in EUR and if individually agreed upon also in foreign currency. Unless otherwise agreed on a case by case basis, the instructions to issue the Guarantees shall be given using the wording in each case prepared by the Bank.

Guarantees and sureties other than bid bonds, advance payment bonds, performance bonds and warranty bonds requires the consent by the bank before issuance.

(b) Special Conditions for Guarantee Business

In addition, the Special Conditions for Guarantee Business of the Bank (Bedingungen für das Avalgeschäft), as attached to this Credit Facility Agreement, shall apply, which take priority over the Bank’s General Business Conditions.

(c) Conditional Acceptance

Before accepting an instruction to issue a Guarantee, the Bank is entitled to consider such instruction with respect to its feasibility under legal, economical and policy aspects and to refuse acceptance, as the case may be.

(d) Duration of Guarantees

Each Guarantee shall be limited in time and shall not exceed a term of 3 years. Where a Guarantee does not qualify for a limited term, the economic lifetime (until the expected expiration of the Guarantee) shall not exceed 3 years.

(e) Guarantees in foreign currency

Instructions can been given for Guarantees to be issued in foreign currency, namely in US Dollar, or with prior consent of the Bank in every other currency which is freely available, convertible and transferable in the European interbank market up the Aggregate Facility Amount of Facility 2.

§ 4 - UTILIZATION OF THE CREDIT FACILITY BY SUBSIDIARIES

(1) Utilization by Subsidiaries

Subsidiaries of the Borrower may - in deduction from the respective Facility 1 or 2 and based on the corporate guarantee by the Borrower (hereinafter the "Corporate Guarantee") as set out in the Annex to this Credit Facility Agreement - draw credits and use banking products (hereinafter: "Subsidiary Facilities") within the banking business relationship at domestic or foreign branches and / or subsidiaries of the Bank (hereinafter “Lending Office”) in compliance with the following conditions. No Lending Office shall be obliged hereby to make available Subsidiary Facilities.

The utilization of Subsidiary Facilities by the respective Subsidiary shall be based on separate facility agreements concluded or to be concluded between the respective Subsidiary and the Lending Office.

(2) Allocation of Subsidiary Facilities

The current allocation of the Subsidiary Facilities to the respective Subsidiaries as well as to the respective Lending Offices shall be reflected in Annex 1 as attached to the Corporate Guarantee at any point of time. In case of a change of the current allocation of the Subsidiary Facilities, Annex 1 of the Corporate Guarantee shall be amended accordingly; in case of such amendment, the provisions contained in this Credit Facility Agreement shall remain unaffected.

(3) Exemption from Banking Secrecy

Vis-a-vis the other Lending Offices the Borrower releases the Bank from the obligations of Banking Secrecy with respect to all matters concerning this Credit Facility as well as the Subsidiary Facilities.

§ 5 - REPAYMENT

(1) The Borrower will repay all amounts outstanding in full at the latest at the end of the Term of the Facilities unless otherwise agreed.

(2) If after the termination of Facility 2 Guarantees are outstanding - also under Subsidiary Facilities, as the case may be - and the collateral provided to the Bank or Lending Office (taking into account the Corporate Guarantee to be provided according to § 4) does not cover the full amount of any risk resulting from such Guarantees the Borrower shall procure that the Bank be released within a reasonable period of time from its obligations under such Guarantees and - in case of Subsidiary Facilities - ensure that the respective Lending Office be released by the respective Subsidiary from its obligations under such Guarantees. The Borrower is entitled to provide the Bank and/or the Lending Office, respectively, instead with security by pledge of an amount in cash in the relevant currency of the Guarantee, or to procure that the respective Subsidiary provide such security in cash. With regard to Guarantees issued under Facility 2, Section 10 of the Conditions for Guarantee Business remains unaffected.

§ 6 - INTEREST / COMMISSIONS / FEES

(1) General

(a) Authorization for debiting

The Bank is entitled to debit due interest, commissions, expenses, charges and fees to the account of the Borrower with IBAN DE34460700900028025500, BIC DEUTDEDK460.

(a)Credit Commission

For holding available the Facility 1 the Bank charges a current credit commission in the amount of 0.50% p.a. of the amount of Facility 1. If the Bank tolerates an overdraft of the amount of the respective Facility, despite its not being obliged to do so, the Bank will charge on the amount exceeding the amount of the respective Facility the credit commission in addition to the increased interest rate for overdrafts.

The credit commission will be calculated on the basis 30/360 and is due quarterly in arrears and upon termination of the Facility 1.

(c) Arrangement Fee

For the granting of this Umbrella-Credit Facility the Bank charges a one-off arrangement fee of EUR 15.000,00 (in words: Euro fifteen thousand). The arrangement fee will become due upon effectiveness of the Credit Facility Agreement.

(d)Default Interest

If the Borrower fails to pay any amount payable by it under this Credit Facility Agreement, interest shall accrue on the overdue amount (excluding overdue interest) from the due date up to the date of actual payment at a rate of 5 percentage points above the ECB base rate in accordance with Section 288 German Civil Code (BGB). The right to assert claims for further damages remains unaffected.

(2) Facility 1

(a) Interest rate for current account cash advances

The calculation of interest rates for cash advances on current accounts will be based on the following terms and conditions:

The rate of interest per annum for current account cash advances in Euro is the sum of the monthly EONIA-average rate and the margin.

The margin is 1.25 % p.a..

Interest will be calculated on the basis 30/360. Amounts will be due and payable quarterly in arrears and upon termination of the Facility 1.

The monthly EONIA-average rate is the interest rate as determined by the Bank at the end of each month for that respective month as the monthly average of the European Over-Night Indexed Average.

(b) Interest for EURIBOR-Fixed Interest Loans

The rate of interest for Fixed Interest Loans in Euro is the percentage rate per annum which is the sum of the applicable EURIBOR for the agreed interest period and the margin.

The margin is 1.00 % p.a..

Interest will be calculated by calendar days on the basis actual / 360. Interest is due and payable at the end of the respective interest period, in case of interest periods longer than six months after six months and at the end of the respective interest period.

(c) Utilization in foreign currency

The interest rate for utilizations in foreign currency and its payment will be agreed upon in advance on a case by case basis.

(3) Facility 2

(a) Commission on Guarantees

Unless otherwise agreed, the commission on Guarantees is 1.00% p.a., minimum EUR 300.00 p.a. (respectively EUR 75.00 per quarter) until further notice and has to be paid for each of the requested individual Guarantees and not for the upholding of this Facility 2.

The commission on Guarantees will be calculated on the basis 30/360 for each quarter and is due in advance.

(b) Issuance Fee

For each issuance (as well as for each amendment) of a Guarantee the Borrower will pay an issuance fee in the amount of EUR 125.00 for each Guarantee drafted by the Bank and EUR 200.00 for each Guarantee drafted by third parties.

(c) Application of the List of Prices and Services

In addition, the Trade Finance List of Prices and Services for Corporate Clients in Germany (the “List of Prices and Services”) shall apply, which the Borrower can either access on the Internet website www.db.com/gtb/plv or which will be provided to the Borrower upon request.

(d) Remuneration for special services in connection with Guarantees

The Bank reserves the right to demand further remuneration for services rendered for which no charge is indicated in the List of Prices and Services and which exceed the standard handling of a Guarantee (from the instruction to issue the Guarantee until its discharge) (e.g. wordings which require special scrutiny or in case of contentious procedures). The remuneration will be calculated by the Bank based on the actual expenditure of time and manpower.

§ 7 - COLLATERAL

In exchange to the existing security, the following collateral shall be provided by the Borrower:

Individual Corporate guarantee by IPG Photonics Corporation, Oxford, MA 01540, USA, in form and content satisfactory to the Bank in the amount of EUR 30,000,000,00 (in words: Euro thirty million).

§ 8 - CONDITIONS OF UTILIZATION

The Borrower may utilize this Credit Facility once the following Conditions Precedent are fulfilled and none of them has been revoked or cancelled and as long as no event of default is outstanding which constitutes or, with the expiry of a grace period and/or the giving of a notice may constitute the right to terminate the Credit Facility Agreement for reasonable cause:

(1) The Bank has received all documents and evidence listed below in form and content satisfactory to the Bank and none of these turned out to be wrong:

(a) All information required by law (§ 1 subpara. 6 of the German Money-Laundering Act (GwG)) regarding the beneficial owner/s and the Declaration of the Borrower according to the GWG with regard to this Credit Facility Agreement.

(b)The agreed collateral as set out under §7 is in full force and effect.

(2) The Borrower is not in default with any obligation vis-à-vis the Bank set out in §9 GENERAL UNDERTAKINGS or other material obligation under this Credit Facility Agreement.

The Bank may allow utilization without the above conditions being satisfied. The obligation of the Borrower to comply with the conditions of utilization remains unaffected hereby unless the Bank has definitely and expressly waived compliance with certain conditions in writing.

§ 9 - General Undertakings

According to the GwG the Borrower undertakes to present to the Bank any information required by law (§ 1 subpara. 6 GwG) regarding the beneficial owner/s and to inform the Bank voluntarily and immediately about any change during the Term of the Facility (§ 4 subpara. 6 and § 6 subpara. 2 no. 1 GwG).

Until all liabilities under this Credit Facility Agreement have been fully and finally discharged the Borrower undertakes the following obligations:

(1) Information

The Borrower undertakes to keep the Bank always informed of its current economic condition and, as the case may be, the current economic condition of its group of companies.

For this purpose the Borrower will, in particular, immediately upon completion and in any event within 9 months after the end of each of its financial years provide the Bank with

- An original of its audited financial statement, at least with the content required by law and including appendix and management report;

- the audited consolidated financial statement (consolidated balance sheet, consolidated statement of income and explanatory notes to consolidated financial statement) together with the group management report of the Borrower’s group of companies including the respective auditor’s reports;

- A revolving 1 year forecast for the group and the borrower (each in content and credit assessment satisfactory to the bank);

Should the financial statement not need to be audited, the executed copy to be submitted to the Bank has to be duly signed by all managing directors, resp. all general partners.

Furthermore, the Borrower will provide the Bank with quarterly reports for IPG Photonics Corp. as published and for IPG Laser GmbH an unaudited profit & loss statement and balance sheet.

The Borrower will provide upon the Bank’s demand further information and documents which give insight into its economic condition as well as information on earning capacities and financial circumstances of the guarantors.

The Borrower will inform the Bank immediately in case material adverse changes or divergences in regard to the information given or documents handed over (including plan figures and projections) occur or in case it becomes apparent or there is evidence indicating that information given or documents handed over are incomplete or incorrect.

(2) Purpose

As far as the Umbrella-Credit Facility (or single Facilities) has/have been assigned to a specified purpose, the Borrower undertakes to provide the Bank upon its demand with proof that the Facility has been used for the agreed purpose by furnishing appropriate documents.

The Bank is not obligated to the Borrower to verify that the Umbrella-Credit Facility has been used for the agreed purpose.

(3) Pari Passu / Negative Pledge

The Borrower undertakes not to provide and to ensure that affiliated companies, its shareholders or any others person do not provide, any collateral over its assets or guarantees to third parties for similar credit facilities of the Borrower or any other person and not to incur any liabilities and to ensure that such liabilities are not incurred which require the provision of such collateral/guarantees of any kind for such credit facilities to third parties without allowing the Bank to participate in this security before or at the same time and in the same rank or providing the Bank with equivalent security (Pari Passu). Exception are made for

(a) a collateralized accumulated new Financial Indebtedness up to an amount of Euro 5,000,000.00 (in words: Euro five millions) or

(b) supplier’s collateral as is common in trade or industry and banking collateral as required by banks´ general business conditions.

(4)Change of control

The parties to this agreement agree that the current ownership in the Borrower represents an essential basis for the Bank’s preparedness to grant the Facility and any utilization thereunder.

If a Change of Control occurs, the parties will negotiate, prior to the occurrence of such a change, an agreement satisfactory to both sides on the continuation of this Credit Facility Agreement on changed terms and conditions, e.g. in respect of interest rates, collateral, or other agreements.

A “Change of Control” occurs, if another person assumes or acquires, or it is found to hold at least 30 % percent of voting rights of the Borrower. Voting rights shall be assigned according to section 30 of the German Securities Acquisition and Takeover Act (Gesetz zur Regelung von öffentlichen Angeboten zum Erwerb von Wertpapieren und von Unternehmensübernahmen (WpÜG)).

(5) Credit agreements with other financial institutions

The Borrower will inform the Bank about future credit agreements or about material changes in existing credit agreements with other financial institutions (e.g. increases, terminations or demands for additional collateral) exceeding an accumulated amount of EUR 3,000,000,00 (in words: Euro three million) in advance if they are under negotiation and otherwise immediately upon their effectiveness. A table of the credit facilities of the group (lender, amount, maturity, purpose, collateralization) to be provided on Banks demand.

Where the Borrower is using credit by way of guarantee with several lenders, the Borrower will utilize Facility 2 in such a way that the utilization does not result in a concentration of risk (e.g. through certain types of guarantee) with the Bank in comparison to the other lenders.

(6)Information and cooperation regarding credit by way of guarantee

The Borrower will, upon request, provide the Bank for each Guarantee issued with all information and appropriate documentation on the claim secured by the Guarantee, and will, in case a demand under the Guarantee is imminent, furnish the Bank with all information and documentation the Bank deems necessary in order to verify the validity of such demand, give the Bank all reasonable support in this respect and, for this purpose, nominate and place at the Bank’s disposal qualified and competent employees.

§ 10 - TERMINATION FOR REASONABLE CAUSE WITHOUT NOTICE

A reasonable cause which entitles the Bank to terminate this Credit Facility Agreement without notice according to no. 19 section 3 of the General Business Conditions is also and especially given if:

(1) the Borrower does not comply with the General Undertakings set out in §9 or other material obligations under this Credit Facility Agreement or under any collateral agreement entered into in connection with this Credit Facility Agreement, or

(2) a Change of Control occurs and the parties do not reach an agreement on the continuation of the Credit Facility Agreement on changed terms and conditions, e.g. in respect of interest rate, collateral, or other agreements, in due time, or

(3) any other Financial Indebtedness of the Borrower is not paid when due or is declared, or capable of being declared,] due and payable by any creditor(s) thereof prior to its agreed maturity by reasons of the occurrence of an event of default (howsoever described) and the aggregate of all such Financial Indebtedness exceeds an amount of EURO 3,000,000.00 (in words: Euro three million) or the equivalent thereof in any other currency or currencies (“Cross Default”).

§ 11 - MISCELLANEOUS

(1) Hedges

If the Bank and the Borrower have entered or will enter into hedging transactions covering interest or currency risk which may also arise from this Credit Facility Agreement, a termination of this Credit Facility Agreement will have no effect on the validity and continuation of such hedging transactions. Nothing in this clause shall oblige the Bank to enter into hedging transactions with the Borrower.

(2) Foreign exchange risk

Any utilization in foreign currency must be repaid in the same currency, irrespective of changes in the exchange rate which may have taken place in the meantime. Amounts outstanding in foreign currency will be counted

against the amount of the respective Facility at any time on the basis of the respective current exchange rate to the Euro, as determined and published by the Bank on the Internet around 13:00 Frankfurt time of every trading day.

If fluctuations in the exchange rate result in the total amounts outstanding exceeding the amount of the respective Facility 1 or 2 the Borrower will reduce this overdraft immediately - by the expiry date of the agreed interest period at the latest or procure that the Bank be released without delay from its obligations under the relevant Guarantees. In the meantime, the Bank may demand security by pledge of an amount in cash and in Euro, namely in the amount the amounts outstanding exceed the amount of the respective Facility 1 or 2.

(3) Transfer of the Credit Risk to third parties with disclosure of information

The Bank is entitled to transfer the economic risk of this credit facility, in whole or in part, to third parties or to use its claims resulting from this credit facility for refinancing purposes (inter alia by sub-participation, transfer or pledge of the claims including the respective collateral) and to provide the relevant information to the respective third parties. Albeit, the Bank will remain the Borrower´s contractual counterparty in accordance with the terms and provisions of this Credit Facility Agreement.

The Bank is also entitled to provide the relevant information to persons who have to be involved in the execution of the transfer due to technical or legal reasons and who are obligated, contractually or by law or by professional obligation to confidentiality, to keep all information received confidential, e.g. auditors, and to credit rating agencies.

Third party within the above meaning can be any member of the European system of central banks or any special purpose vehicle for refinancing purposes at member of the European system of central banks.

(4) Withholding Tax

Any amount payable by the Borrower hereunder will be paid free and clear of and without deduction of any withholding taxes. Withholding taxes are taxes, duties or governmental charges of any kind whatsoever which are imposed or levied in, by or on behalf of the country in which the Borrower is situated, and which are deducted from any payment hereunder. If the deduction of withholding taxes is required by law, then the Borrower shall pay such additional amounts as may be necessary in order that the net amounts received by the Bank after such deduction shall equal the amount that would have been receivable had no such deduction been required.

(5) Expenses and Indemnity

The Borrower shall reimburse the Bank for all reasonable and necessary costs and expenses in connection with the enforcement and/or preservation of its rights (in court or extrajudicial) against the Borrower including the enforcement and realization of collateral.

(6) Judgment Currency

Payments made by the Borrower to the Bank pursuant to a judgment or order of a court or tribunal in a currency other than that of the Credit Facility (the ”Facility Currency”) shall constitute a discharge of the Borrower´s obligation hereunder only to the extent of the amount of the Facility Currency that the Bank, immediately after receipt of such payment in such other currency, would be able to purchase with the amount so received on a recognized foreign exchange market. If the amount so received should be less than the amount due in the Facility Currency under this Credit Facility Agreement, then as a separate and independent obligation which gives rise to a separate cause of action the Borrower is obliged to pay the difference.

(7) Choice of Law and Jurisdiction

This agreement and all rights or obligations arising hereunder shall in all respects be governed by, and construed in accordance with, the laws of the Federal Republic of Germany.

Place of jurisdiction is Köln, Germany. Additionally, each party may be sued at its head office.

The Guarantor IPG Photonics Corporation as set out in §7 hereby irrevocably appoints the Borrower as its agent for service of process or other legal summons in connection with any action or proceedings in Germany arising under this Credit Facility Agreement. The Guarantor IPG Photonics Corporation irrevocably waives any objection which it may now or hereafter have that such proceedings have been brought in an inconvenient forum.

(8)Amendments

Any amendment to this Credit Facility Agreement is required to be made in writing.

(9)Expiration Date / Effectiveness / Appropriation of existing utilizations

(a) The offer of the Bank to enter into this Credit Facility Agreement expires on August 31^st, 2014 ("Expiration Date").

(b) This Credit Facility Agreement becomes effective upon receipt by the Bank of this Credit Facility Agreement duly signed by all parties.

(c) Upon its effectiveness this Credit Facility Agreement amends the credit agreement of 18.06.2012 regarding an Umbrella Facility in the amount of EUR 20,000,000.00 including the 1 Amendment dated 01/17/2014. Utilizations under such credit agreement of 18.06.2012 regarding an Umbrella Facility in the amount of EUR 20.000.000,00 including the 1 Amendment dated 01/17/2014 will be accounted as utilization of the Facilities or of the relevant Facility 1 or 2, respectively.

(d) Upon the effectiveness of this Credit Facility Agreement and completion of conditions of utilization the Corporate Guarantee of IPG Laser GmbH as referred to in § 5 (1) of the Credit Facility

Agreement dated 06/18/2012 and in the version signed on 02/25/2014 will be replaced by the Corporate Guarantee of IPG Laser GmbH dated 08/06/2014.

(10) Severability Clause

Should any provision of this Agreement be unenforceable, invalid or void, the other provisions hereof shall remain in full force and effect.

Declaration according to the GwG

The Borrower hereby confirms the Bank by ticking the box or initial that with regard to the Credit Facility Agreement he is acting for his own account.

[X] IPG Laser GmbH

This Umbrella Credit Facility Agreement will be cited under the date first above written.
Deutsche Bank AG
Filiale Deutschlandgeschäft
Cologne, 7 August 2014	/s/ Eddy Henning /s/ Joachim Gartz
Place, Date
IPG Laser GmbH
Burbach, 11 August 2014	/s/ Eugene Scherbakov
Place, Date
Noted and agreed especially regarding § 7 and § 11 (7):
IPG Photonics Corporation
Oxford, MA, August 11, 2014	/s/ Valentin Gapontsev
Place, Date

EX-10.2

Exhibit 10.2

To:

Deutsche Bank

Aktiengesellschaft

G u a r a n t e e

We have been informed that you, Deutsche Bank AG including all branches, are prepared, subject to certain terms and conditions, to enter into credit agreements and/or other agreements within the banking relationship (collectively and each of them, the „Agreement„) with IPG Laser GmbH, Siemensstr. 7, 57299 Burbach, Germany (the „Customer“) against our first demand guarantee. Accordingly, we issue this Guarantee in order to secure all existing, future and contingent claims arising from the banking relationship and to ensure that you shall receive payment of all amounts expressed to be payable by the Customer hereunder up to the amount of EUR 30,000,000.00 in the currency and at the place provided therein at its stated or accelerated maturity (the „Indebtedness“), net of any deduction or withholding whatsoever and irrespective of the factual or legal circumstances (including, but not limited to, force majeure or any event or action delaying or preventing any conversion or transfer to or receipt by you in the account agreed to by you) and motives by reason of which the Customer may fail to pay the Indebtedness.

1. Guarantee und Guaranteed Amount

We hereby irrevocably and unconditionally guarantee the payment to you, in Cologne and in effective EUR, of the Indebtedness up to

E U R 3 0 , 0 0 0 , 0 0 0 . 0 0

(in words: Euro thirty million)

including such further amounts as correspond to interest, cost, expenses, fees and all other amounts as agreed upon to be payable by the Customer. Payment hereunder will be made in Cologne and in effective EUR without any deduction or withholding whatsoever.

2. Payment upon First Demand

We shall effect payment hereunder immediately upon your first demand and confirmation in writing or by teletransmission that the amount claimed from us equals the Indebtedness (or part thereof) which the Customer has not paid when due.

3. Primary, Independent Obligation

This Guarantee constitutes our primary and independent obligation to make payment to you in accordance with the terms hereof, under any and all circumstances, regardless of the validity, legality or enforceability of the Agreement and irrespective of all objections, exceptions or defences from the Customer or third parties.

4. Guarantee for Payment

You shall not be required first to claim payment from, to proceed against, or enforce any claims on or security given by, the Customer or any other person before making demand from us hereunder.

5. Exclusion of Specific Defences

This Guarantee and our obligations hereunder shall not be contingent upon the legal relationship between you and the Customer and shall be independent of and enforceable notwithstanding

(a) any defect in any provision of the Agreement,

(b) any absence or insufficiency of corporate resolutions relating to the Indebtedness,

(c) any inadequate representation of the Customer,

(d) any absence of licences or other authorisations or any factual or legal restrictions or limitations existing or introduced in the country of the Customer (including, but not limited to, force majeure or any event or action delaying or preventing any conversion or transfer to or receipt by you in the account agreed to by you),

(e) any agreement made between you and the Customer concerning the Indebtedness, including any extension of the term of payment and any rescheduling or restructuring of the Indebtedness, whether or not we shall have given our consent thereto,

(f) the taking, existence, variation or release of any other collateral provided to you for the Indebtedness, and your legal relationship with any provider of such other collateral,

(g) any right of the Customer to rescind the Agreement, and

(h) any right that you may have to set-off the Indebtedness against a counterclaim of the Customer.

6. Taxes

Any amount payable by us hereunder will be paid free and clear of and without deduction of any withholding taxes. Withholding taxes are taxes, duties or governmental charges of any kind whatsoever which are imposed or levied in, by or on behalf of the country in which we are/or the Customer is situated, and which are deducted from any payment hereunder and/or under the Agreement. If the deduction of withholding taxes is required by law, then we shall pay such additional amounts as may be necessary in order that the net amounts received by you after such deduction shall equal the amount that would have been receivable had no such deduction been required.

7. Currency Indemnity

Payments made by us to you pursuant to a judgement or order of a court or tribunal in a currency other than that of the Guarantee (the „Guarantee Currency“) shall constitute a discharge of our obligation hereunder only to the extent of the amount of the Guarantee Currency that you, immediately after receipt of such payment in such other currency, would be able to purchase with the amount so received on a recognised foreign exchange market. If the amount so received should be less than the amount due in the Guarantee Currency under this Guarantee, then as a separate and independent obligation, which gives rise to a separate cause of action, we are obliged to pay the difference.

8. Limitation of Subrogation

So long as any Indebtedness has not been satisfied or any sum remains payable under the Agreement, we undertake not to assert any claim we may have against the Customer by reason of the performance of our obligations under this Guarantee, whether on contractual grounds or on any other legal basis, until the Indebtedness has been satisfied and all amounts payable to you under the Agreement have been fully and irrevocably received or recovered. Any amount received or recovered by us from the Customer shall be held in trust for and immediately paid to you. If we make any payment to you hereunder, we shall only be subrogated in your rights against the Customer once the Indebtedness has been satisfied and all amounts payable to you under the Agreement have been fully and irrevocably received or recovered by you.

9. Dissolution/Change of Structure

The obligations under this Guarantee shall remain in force notwithstanding any dissolution or change in the structure or legal form of the Customer.

10. Miscellaneous

We represent and warrant that this Guarantee is binding, valid and enforceable against us in accordance with its terms. We waive any express acceptance of this Guarantee by you. We confirm that we have taken, and will continue to take, all necessary steps to ensure that any amount claimed by you from us hereunder can be transferred to you immediately, free of any deduction, cost or charges whatsoever. We waive any right to require information from you in respect of the Agreement and the Indebtedness.

11. Term

This Guarantee is effective as of its date of issuance and shall expire once all amounts expressed to be payable by the Customer to you due to the Indebtedness or under the Agreement have been fully and irrevocably received by you.

However, should you thereafter become liable to return monies received in payment of the Indebtedness as a result of any bankruptcy, composition or similar proceedings affecting the Customer, this Guarantee shall be reinstated and become effective again notwithstanding such expiration.

12. Partial Invalidity

Should any provision of this Guarantee be unenforceable or invalid, the other provisions hereof shall remain in force.

13. Applicable Law, Jurisdiction

This Guarantee and all rights and obligations arising hereunder shall in all respects be governed by German law. We hereby submit to the jurisdiction of the competent courts of Frankfurt am Main, Germany, and, at your option, of the competent courts of our domicile.

We hereby irrevocably appoint IPG Laser GmbH, Siemensstr. 7, 57299 Burbach, Germany as our agent for service of process or other legal summons in connection with any action or proceedings in Germany arising under this Guarantee. We irrevocably waive any objection which we may now or hereafter have that such proceedings have been brought in an inconvenient forum.

This Guarantee replaces the Guarantee dated June 26^th 2012 in the amount of EUR 20.000.000,00 of IPG Photonics Corporation to Deutsche Bank AG.

	IPG Photonics Corporation
Oxford, MA, August 11, 2014	/s/ Valentin Gapontsev
place, date	legally binding signature

EX-10.3

Exhibit 10.3

To:

Deutsche Bank AG

acting also for the other Lending Offices, whose rights and duties are exercised by Deutsche Bank AG on a trust basis

Guarantee

We have been informed that the branches and/or subsidiaries of Deutsche Bank AG listed in Annex 1 to this Guarantee (each a “Lending Office”) are prepared, subject to certain terms and conditions, to enter into agreements within the banking relationship (collectively and each of them, an „Agreement“) with the companies listed in Annex 1 (each a “Customer”) against our first demand guarantee. Accordingly, we issue this Guarantee in order to secure all existing, future and contingent claims of the Lending Offices against the respective Customer arising from the banking relationship (not limited to the amounts stated in Annex 1) and to ensure that the Lending Office shall receive payment of all amounts expressed to be payable by the Customer hereunder (the “Indebtedness”) up to the guarantee amount in the currency and at the place provided in the respective Agreement at its stated or accelerated maturity, net of any deduction or withholding whatsoever and irrespective of the factual or legal circumstances (including, but not limited to, force majeure and any event or action delaying or preventing any conversion or transfer to or receipt by the Lending Office in the account agreed to by the Lending Office) and motives by reason of which the Customer may fail to pay the Indebtedness. Where a Lending Office is a subsidiary of Deutsche Bank AG, Deutsche Bank AG is entitled to claim payment of the guaranteed amounts of the Lending Office for the purpose of forwarding the received amounts to that Lending Office.

1. Guarantee and Guaranteed Amount

We hereby irrevocably and unconditionally guarantee the payment to the respective Lending Office, in Cologne (or at request of the respective Lending Office at the place of business of that Lending Office), and in the respective currency (or at request of the respective Lending Office in effective EURO), of the Indebtedness up to (converted, as the case may be)

EUR 30.000.000,00

(in words: Euro Thirty Million)

including such further amounts as correspond to interest, cost, expenses, fees and all other amounts as agreed upon to be payable by the Customer.

2. Payment upon First Demand

We shall effect payment hereunder immediately upon your first demand and confirmation in writing or by teletransmission that the amount claimed from us equals the Indebtedness (or part thereof) which the Customer has not paid to a Lending Office when due.

3. Primary, Independent Obligation

This Guarantee constitutes our primary and independent obligation to make payment to you/the Lending Office in accordance with the terms hereof, under any and all circumstances, regardless of the validity,

legality or enforceability of the Agreement and irrespective of all objections, exceptions or defences from the Customer or third parties.

4. Guarantee for Payment

The Lending Office shall not be required first to claim payment from, to proceed against, or enforce any claims on or security given by, the Customer or any other person before making demand from us hereunder.

5. Exclusion of Specific Defences

This Guarantee and our obligations hereunder shall not be contingent upon the legal relationship between the Lending Office and the Customer and shall be independent of and enforceable notwithstanding (a) any defect in any provision of the Agreement, (b) any absence or insufficiency of corporate resolutions relating to the Indebtedness, (c) any inadequate representation of the Customer, (d) any absence of licences or other authorisations or any factual or legal restrictions or limitations existing or introduced in the country of the Customer, (e) any agreement made between the Lending Office and the Customer concerning the Indebtedness, including any extension of the term of payment and any rescheduling or restructuring of the Indebtedness, whether or not we shall have given our consent thereto, (f) the taking, existence, variation or release of any other collateral provided to the Lending Office for the Indebtedness, and its legal relationship with any provider of such other collateral, (g) any right of the Customer to rescind the Agreement, and (h) any right that a Lending Office may have to set-off the Indebtedness against a counterclaim of the Customer.

6. Taxes

Any amount payable by us hereunder will be paid free and clear of and without deduction of any withholding taxes. Withholding taxes are taxes, duties or governmental charges of any kind whatsoever which are imposed or levied in, by or on behalf of the country in which we are/or the Customer is situated, and which are deducted from any payment hereunder and/or under the Agreement. If the deduction of withholding taxes is required by law, then we shall pay such additional amounts as may be necessary in order that the net amounts received by you/the Lending Office after such deduction shall equal the amount that would have been receivable had no such deduction been required.

7. Currency Indemnity

Payments made by us to you/the respective Lending Office pursuant to a judgement or order of a court or tribunal in a currency other than that of the Guarantee (the “Guarantee Currency”) shall constitute a discharge of our obligation hereunder only to the extent of the amount of the Guarantee Currency that you/the Lending Office, immediately after receipt of such payment in such other currency, would be able to purchase with the amount so received on a recognised foreign exchange market. If the amount so received should be less than the amount due in the Guarantee Currency under this Guarantee, then as a separate and independent obligation, which gives rise to a separate cause of action, we are obliged to pay the difference.

8. Limitation of Subrogation

So long as any Indebtedness has not been satisfied or any sum remains payable under the Agreement, we undertake not to assert any claim we may have against the Customer by reason of the performance of our obligations under this Guarantee, whether on contractual grounds or on any other legal basis, until the Indebtedness has been satisfied and all amounts payable to the Lending Office under the Agreement have been fully and irrevocably received or recovered. Any amount received or recovered by us from the Customer shall be held in trust for and immediately paid to the Lending Office. If we make any payment to the Lending Office hereunder, we shall only be subrogated in its rights against the Customer once the Indebtedness has been satisfied and all amounts payable to the Lending Office under the Agreement have been fully and irrevocably received or recovered by it.

9. Dissolution/Change of Structure

The obligations under this Guarantee shall remain in force notwithstanding any dissolution or change in the structure or legal form of the Customer.

10. Restructuring

The Lending Office shall without our consent be entitled to reschedule or restructure principal, interest and other amounts payable under the Agreement, to release the Customer from its obligations and/or to accept a new debtor if, for reasons which it deems important, the Lending Office or other companies of the Deutsche Bank group agree to similar measures also with respect to their other credits extended to entities in the country of the Customer. Our liability under this Guarantee shall not be affected by such measures, and we undertake to pay to you upon first demand, in accordance with the terms hereof, all such amounts in full and at such time as they would have become due and payable had the Agreement and the Indebtedness remained effective and unaltered. Our consent to the terms and documentation of such rescheduling, restructuring, release or debt assumption shall not be required.

11. New Money

Should the Lending Office agree, in connection with a debt restructuring or in order to avoid such restructuring, to extend new credits (“New Money”) to the Customer or other entities of the public or private sector in the country of the Customer and should its participation in such New Money be calculated on the basis of credits extended by the Lending Office and/or other companies of the Deutsche Bank group to the Customer or such other entities, we hereby irrevocably and unconditionally guarantee, in accordance with the terms hereof, that portion of the claims for principal, interest, cost, expenses, fees and other amounts payable in respect of the New Money by which your participation in the New Money is increased by virtue of the Indebtedness, regardless of whether you are legally obliged to take part in the restructuring of the New Money. Our consent to the terms and documentation of the New Money shall not be required.

12. Miscellaneous

We represent and warrant that this Guarantee is binding, valid and enforceable against us in accordance with its terms. We waive any express acceptance of this Guarantee by the Lending Office. We acknowledge that Deutsche Bank AG is entitled to enforce any right or claim of the Lending Offices. We confirm that we have taken, and will continue to take, all necessary steps to ensure that any amount claimed by you/the Lending Office from us hereunder can be transferred to you/it immediately, free of any deduction, cost or charges whatsoever. We waive any right to require information from the Lending Office in respect of the Agreement and the Indebtedness.

13. Term

This Guarantee is effective as of its date of issuance and shall expire once all amounts expressed to be payable by the Customer to the Lending Office due to the Indebtedness or under the Agreement have been fully and irrevocably received by the Lending Office. However, should the Lending Office thereafter become liable to return monies received in payment of the Indebtedness as a result of any bankruptcy, composition or similar proceedings affecting the Customer, this Guarantee shall be reinstated and become effective again notwithstanding such expiration. This shall also apply if at that time the Customer is no longer listed in Annex 1.

14. Partial Invalidity

Should any provision of this Guarantee be void or for any other reason invalid or unenforceable or invalid, the other provisions hereof shall remain in force.

15. Applicable Law, Jurisdiction

This Guarantee and all rights and obligations arising hereunder shall in all respects be governed by German law. We hereby submit to the jurisdiction of the competent courts of Cologne, Germany, and, at your option, of the competent courts of our domicile. We irrevocably waive any objection which we may now or hereafter have that such proceedings have been brought in an inconvenient forum.

	IPG Laser GmbH
Burbach, 11 August 2014	/s/ Eugene Scherbakov

Annex 1:

Worksheet comprising full name of (i) the Customer(s) (ii) the respective Lending Office and (iii) the respective lending amounts and currencies

EX-10.4

Exhibit 10.4

Annex 1 (original version) to the Corporate Guarantee dated 11 August 2014 in the amount of EUR 30 mn.
in connection with the Umbrella Facility Agreement with an amount of EUR 30 mn dated 07 August 2014
The following branches and subsidiaries of Deutsche Bank AG ("Lending Offices") have entered into business relationship
with the subsidiaries of IPG Laser GmbH (named hereinafter "IPG Laser Group")
In this context the following facilities of the Umbrella Credit Agreement dated 07 August 2014 have been allocated
inter alia for the use of the companies listed hereafter:
Summary of credit agreements for the IPG Laser Group of companies in Germany and abroad:
Debtor	Lending Office	local currency	amount (in currency)	Facility 1 Cash	Facility 2 Guarantee	Facility 3 LC	Facility 4 Margin Line	total
if not in EURO convert to EURO
IPG Photonics (Italy) s.r.l., Via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy	Deutsche Bank Spa, Milano, Italy			3,000,000	—			3,000,000
IRE-Polus NTO, 141190, Fryazino pl. Vvedenskogo, Russia	Deutsche Bank Ltd., Moscow, Russia			3,000,000	13,000,000			16,000,000
IPG Photonics (Beijing) Fiber Laser Technology Company Limited	Deutsche Bank Ltd., Beijing, China			3,000,000				3,000,000
								—
								—
								—
								—
								—
								—
								—
Total credit lines based on the guarantee				9,000,000	13,000,000	—	—	22,000,000
Burbach, 11 August 2014			Cologne, 7 August 2014
Place and date			Place and date
/s/ Eugene Scherbakov			/s/ Eddy Henning, /s/ Joachim Gartz
(corporate seal and binding signatures of the Guarantor)			(Deutsche Bank AG Filiale Deutschlandgeschäft)
/s/ Valentin Gapontsev, Oxford, MA, August 11, 2014
(legally binding signature of IPG Photonics Corporation)