EXTENSION AGREEMENT Dated as of September 3, 2017 for CREDIT AGREEMENT Dated as of September 3, 2015 Among APPLIED MATERIALS, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY THERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent...

Exhibit 10.1

EXECUTION VERSION

EXTENSION AGREEMENT

Dated as of September 3, 2017

for

U.S. $1,500,000,000

CREDIT AGREEMENT

Dated as of September 3, 2015

Among

APPLIED MATERIALS, INC.,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY THERETO

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

CITIGROUP GLOBAL MARKETS INC.

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Syndication Agents,

BNP PARIBAS

CREDIT SUISSE SECURITIES (USA) LLC

XXXXXXX XXXXX BANK USA

MIZUHO BANK, LTD.

XXXXX FARGO BANK, NATIONAL ASSOCIATION

U.S. BANK NATIONAL ASSOCIATION

Documentation Agents

X.X. XXXXXX SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Joint Lead Arrangers and Joint Bookrunners

EXTENSION AGREEMENT

EXTENSION AGREEMENT (this “Agreement”), dated as September 3, 2017, for the Credit Agreement, dated as of September 3, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Applied Materials, Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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 September 3, 2021.

SECTION 3. Effectiveness. This Agreement shall become effective on and as of September 3, 2017 (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;

(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 4. 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 5. 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.

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(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 6. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

SECTION 7. 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 set forth above.

APPLIED MATERIALS, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President and Treasurer

[Signature Page to Extension Agreement – Applied Materials (2017)]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By:		/s/ Xxxxxxx X. Xxx
		Name:		Xxxxxxx X. Xxx
		Title:		Vice President

[Signature Page to Extension Agreement – Applied Materials (2017)]

Citibank, N.A., as a Lender
By:		/s/ Xxxxxx-Xxxxxxxxx Xxxxxxxx
		Name:		Xxxxxx-Xxxxxxxxx Xxxxxxxx
		Title:		Vice President

[Signature Page to Extension Agreement – Applied Materials (2017)]

The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By:		/s/ Xxxxxxx Xxx
		Name:		Xxxxxxx Xxx
		Title:		Director

[Signature Page to Extension Agreement – Applied Materials (2017)]

BNP Paribas, as a Lender
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Managing Director
By:		/s/ Xxx Xxxxx
		Name:		Xxx Xxxxx
		Title:		Vice President

[Signature Page to Extension Agreement – Applied Materials (2017)]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ Xxxxxxxxxxx Xxx
		Name:		Xxxxxxxxxxx Xxx
		Title:		Authorized Signatory
By:		/s/ Xxxx Xxxxxxxxxxxxxx
		Name:		Xxxx Xxxxxxxxxxxxxx
		Title:		Authorized Signatory

[Signature Page to Extension Agreement – Applied Materials (2017)]

XXXXXXX XXXXX BANK USA, as a Lender
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Authorized Signatory

[Signature Page to Extension Agreement – Applied Materials (2017)]

MIZUHO BANK, LTD., as a Lender
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Authorized Signatory

[Signature Page to Extension Agreement – Applied Materials (2017)]

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President

[Signature Page to Extension Agreement – Applied Materials (2017)]

Xxxxx Fargo Bank, N.A., as a Lender
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Vice President

[Signature Page to Extension Agreement – Applied Materials (2017)]

THE BANK OF NEW YORK MELLON, as a Lender
By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Director

[Signature Page to Extension Agreement – Applied Materials (2017)]

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Senior Vice President

[Signature Page to Extension Agreement – Applied Materials (2017)]