ExtensionAgreement


Exhibit 10.1


EXECUTION VERSION
EXTENSION AGREEMENT
EXTENSION AGREEMENT (this “Agreement”), dated as of May 25, 2013, to the Credit Agreement, dated as of May 25, 2011 (as amended, 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, 2017.
SECTION 3.  Changes in Commitments. On the Extension Date (as defined below), the Commitment of each Lender shall be as set forth in Schedule 2.01 hereto, which shall replace Schedule 2.01 to the Credit Agreement as currently in effect. Any Lender not listed on Schedule 2.01 hereto shall on the Extension Date cease to be a Lender, provided that (i) all accrued fees and other amounts payable for its account shall be paid to it not later than the Extension Date and (ii) the provisions of Sections 2.13, 2.15 and 8.03 shall continue to inure to its benefit in respect of the period during which it was a Lender. If any Letters of Credit are outstanding on the Extension Date, the respective participations of the Lenders therein shall be redetermined as of such date on the basis of their then Commitments.
SECTION 4.  Effectiveness.  This Agreement shall become effective on and as of May 25, 2013 (the “Extension Date”), subject only to:
(a)    receipt by the Administrative Agent from the Borrower and the Lenders parties hereto, who (i) constitute the Required Lenders and (ii) include each Lender whose Commitment is increased pursuant to Section 3 above, of a counterpart of this Agreement signed on behalf of such parties; 
(b)    the conditions precedent set forth in Section 3.03 of the Credit Agreement being satisfied on and as of the Extension Date; and
(c)    receipt by the Administrative Agent of fees for the accounts of Lenders as heretofore mutually agreed.





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, (A) 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.
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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 EXTENSION AGREEMENT
    








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

	By:
	/s/ Gerardo B. Loera

	Name:   Gerardo B. Loera

	Title:   Vice President











SIGNATURE PAGE TO EXTENSION AGREEMENT
    








	
		
	Citibank, N.A., as Lender

	By:
	/s/ Avrum Spiegel

	Name:   Avrum Spiegel

	Title:   Vice President






 


SIGNATURE PAGE TO EXTENSION AGREEMENT
    






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

	By:
	/s/ Richard Ong Pho

	Name:   Richard Ong Pho

	Title:   Director






 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	BNP Paribas, as Lender

	By:
	/s/ Mathew Harvey

	Name:   Mathew Harvey

	Title:   Managing Director










	
		
	BNP Paribas, as Lender

	By:
	/s/ Jamie Dillon

	Name:   Jamie Dillon

	Title:   Managing Director










    
 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	Goldman Sachs Bank USA, as Lender

	By:
	/s/ Mark Walton

	Name:   Mark Walton

	Title:   Authorized Signatory






 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	Morgan Stanley Bank, N.A., as Lender

	By:
	/s/ Sherrese Clarke

	Name:   Sherrese Clarke

	Title:   Authorized Signatory






 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	KEYBANK NATIONAL ASSOCIATION, as Lender

	By:
	/s/  Robert W. Boswell

	Name:   Robert W. Boswell

	Title:   Senior Vice President






 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	THE BANK OF NEW YORK MELLON, as Lender

	By:
	/s/ Robert Besser

	Name:   Robert Besser

	Title:   Managing Director






 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	DBS Bank Ltd., Los Angeles Agency as Lender

	By:
	/s/ James McWalters

	Name:   James McWalters

	Title:   General Manager






 


SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	MIZUHO CORPORATE BANK (USA), as Lender

	By:
	/s/ Bertram H. Tang

	Name:   Bertram H. Tang

	Title:   Senior Vice President






 


SIGNATURE PAGE TO 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 EXTENSION AGREEMENT








	
		
	Wells Fargo Bank, N.A., as Lender

	By:
	/s/  Sid Khanolkar

	Name:   Sid Khanolkar

	Title:   Director









SIGNATURE PAGE TO EXTENSION AGREEMENT








	
		
	THE NORTHERN TRUST COMPANY,  as Lender

	By:
	/s/  John Lascody

	Name:   John Lascody

	Title:   Vice President











SIGNATURE PAGE TO EXTENSION AGREEMENT










	
		
	Taipei Fubon Commercial Bank Co., Ltd. as Lender

	By:
	/s/  Robin S. Wu

	Name:   Robin S. Wu

	Title:   VP & Deputy General Manager







SIGNATURE PAGE TO EXTENSION AGREEMENT
    






Schedule 2.01 – Commitments


	
		
	Lender
	Commitment

	JPMorgan Chase Bank, N.A.
	$190,000,000

	Citibank, N.A.
	$190,000,000

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	$190,000,000

	BNP Paribas
	$130,000,000

	Goldman Sachs Bank USA
	$130,000,000

	Morgan Stanley Bank, N.A.
	$130,000,000

	The Bank of New York Mellon
	$90,000,000

	DBS Bank Ltd., Los Angeles Agency
	$80,000,000

	KeyBank National Association
	$80,000,000

	Mizuho Corporate Bank (USA)
	$80,000,000

	U.S. Bank National Association
	$80,000,000

	Wells Fargo Bank, N.A.
	$80,000,000

	The Northern Trust Company
	$30,000,000

	Taipei Fubon Commercial Bank Co., Ltd.
	$20,000,000

	Total
	$1,500,000,000