Amendment No. 1 and Extension Agreement



 Exhibit 10.1 
 Execution Version 
 AMENDMENT NO. 1 AND EXTENSION AGREEMENT

 AMENDMENT NO. 1 and EXTENSION AGREEMENT (this “Agreement”), dated as of May 25,
2012, to the Credit Agreement, dated as of May 25, 2011 (the “Credit Agreement”), among Applied Materials, Inc. (the “Borrower”), the lenders that are parties thereto (the “Lenders”), and
JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. 
 The parties hereto agree as follows:

 Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement. 
 Section 2. Extension. Each of the undersigned Lenders
hereby agrees to extend the Termination Date with respect to such Lender, pursuant to Section 2.20 of the Credit Agreement, to May 25, 2016. 
 Section 3. Amendments. 
 (a) The second sentence of the second
introductory paragraph of the Credit Agreement is amended and restated to read in its entirety as follows: 

“The proceeds of such borrowings are to be used for general corporate purposes.” 

(b) The first clause of Section 2.17(b) of the Credit Agreement is amended and restated to read in its entirety as
follows: 
 “If any Lender (i) requests compensation under Section 2.13, (ii) requests that the Borrower make
a payment to such Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.15, (iii) becomes a Defaulting Lender, (iv) becomes an Affected Lender, (v) refuses to consent to a request by the
Borrower for an extension of the Termination Date pursuant to Section 2.20, or (vi) refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater
percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders;” 







 (c) Clause (z) of the proviso in Section 2.17(b) of the
Credit Agreement is amended and restated to read in its entirety as follows: 
 “in the case of clause
(v) or clause (vi) above, such assignee consents to such extension, or such amendment, waiver or other modification, as applicable.” 
 (d) Section 2.19(d) of the Credit Agreement is amended by replacing the reference to “Section 2.20(c)” in the first parenthetical with a reference to “Section 2.17(b)”.

 (e) Section 2.20(b) of the Credit Agreement is amended by deleting the third sentence. 

(f) Section 2.20(c) of the Credit Agreement is deleted and replaced with “[Reserved]”. 

(g) Section 2.20(d) is amended by replacing the reference to “subsection (c) of this
Section 2.20” with a reference to “Section 2.17(b)”. 
 (h) Section 2.20(e) is amended
by replacing the reference to “this Section 2.20” with a reference to “Section 2.17(b)” and by deleting the “.” at the end of the sentence and inserting the following language: 

; and provided further that such Non-Consenting Lender’s rights under Section 2.13, 2.15 and 8.03, and its obligations
under Section 8.03(c), shall survive the Termination Date for such Lender as to matters occurring prior to such date. 
 Section 4. Effectiveness. This Agreement shall become effective on and as of May 25, 2012 (the “Extension Date”), subject only to: 

(a) receipt by the Administrative Agent from the Borrower and the Lenders parties hereto, who constitute the Required
Lenders, of a counterpart of this Agreement signed on behalf of such parties; and 
 (b) the conditions precedent
set forth in Section 3.03 of the Credit Agreement being satisfied on and as of the Extension Date. 

Section 5. Representations and Warranties. The Borrower hereby represents and warrants that the statements set
forth in Section 3.03(a)(i) and Section 3.03(a)(ii) of the Credit Agreement are true and correct on and as of the Extension Date with respect to this Agreement and to the Credit Agreement as amended hereby. 

Section 6. Reference to and Effect Upon the Credit Agreement. 

(a) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and as of the Extension Date, this Agreement shall for all
purposes constitute a Loan Document. 







 (b) On and as of the Extension Date, (i) each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Agreement. 

(c) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Agreement, are and shall
continue to be in full force and effect and are hereby in all respects ratified and confirmed. 

Section 7. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the
State of New York. 
 Section 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart hereof by facsimile or electronic transmission (e.g., “pdf”
or “tif”) shall be as effective as delivery of a manually executed counterpart hereof. 
 [Remainder of page
intentionally left blank] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written. 
  

			
	APPLIED MATERIALS, INC.
		
	By:	 	     /s/ Robert M. Friess

		 	Name:  Robert M. Friess
		 	Title:    Vice President and Treasurer


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 JPMORGAN CHASE BANK, N.A., as
       Administrative Agent and Lender

		
	By:	 	     /s/ John G. Kowalczuk

		 	Name:  John G. Kowalczuk
		 	Title:    Executive Director


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 THE BANK OF NEW YORK MELLON,
       as Lender

		
	By:	 	     /s/ Robert Besser

		 	Name: Robert Besser
		 	Title: Managing Director


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 THE BANK OF TOKYO-MITSUBISHI
       UFJ, LTD., as Lender

		
	By:	 	     /s/ Thomas Danielson

		 	Name:  Thomas Danielson
		 	Title:    Authorized Signatory


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	BNP PARIBAS, as Lender
		
	By:	 	     /s/ Scott Bruni

		 	Name:  Scott Bruni
		 	Title:    Vice President


  

			
	By:	 	     /s/ Mathew Harvey

		 	Name:   Mathew Harvey
		 	Title:    Managing Director


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	Citibank, N.A., as Lender
		
	By:	 	     /s/ Andrew Sidford

		 	Name:  Andrew Sidford
		 	Title:    Vice President


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 DBS Bank Ltd., Los Angeles Agency, as
       Lender

		
	By:	 	     /s/ James McWalters

		 	Name:  James McWalters
		 	Title:    General Manager


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 GOLDMAN SACHS BANK USA, as
     Lender

		
	By:	 	     /s/ Mark Walton

		 	Name:  Mark Walton
		 	Title:    Authorized Signatory


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 KEYBANK NATIONAL ASSOCIATION, as
       Lender

		
	By:	 	     /s/ Robert W. Boswell

		 	Name:  Robert W. Boswell
		 	Title:    Senior Vice President


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	Mizuho Corporate Bank (USA), as Lender
		
	By:	 	     /s/ Bertram H. Tang

		 	Name:  Bertram H. Tang
		 	Title:    Senior Vice President


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	Morgan Stanley Bank, N.A., as Lender
		
	By:	 	     /s/ Sherrese Clarke

		 	Name:  Sherrese Clarke
		 	Title:    Authorized Signatory


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	 U.S. BANK NATIONAL ASSOCIATION, as
       Lender

		
	By:	 	     /s/ Richard J. Ameny, Jr.

		 	Name:  Richard J. Ameny, Jr.
		 	Title:    Vice President


 [Signature Page to Amendment No. 1 and Extension Agreement] 







 
			
	WELLS FARGO BANK, N.A., as Lender
		
	By:	 	     /s/ Dhiren Desai

		 	Name:  Dhiren Desai
		 	Title:    Vice President


 [Signature Page to Amendment No. 1 and Extension Agreement]