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EXHIBIT 4.2
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APPLIED MATERIALS, INC.
and
XXXXXX TRUST COMPANY OF CALIFORNIA
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 30, 1997
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Supplementing the Indenture
Dated as of August 24, 1994
Between Applied Materials, Inc. and
Xxxxxx Trust Company of California
as Trustee
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Debt Securities
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FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 1997, between
APPLIED MATERIALS, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company"), having its principal office at
0000 Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000-0000, and XXXXXX TRUST COMPANY
OF CALIFORNIA, a state trust company, duly organized and existing under the laws
of California (herein called the "Trustee"), as Trustee under the Indenture
referred to in the next paragraph.
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of August 24, 1994, providing for the issuance from time to
time of its unsecured debentures, notes, or other evidences of indebtedness
(herein and therein called the "Securities"), to be issued in one or more series
as in the Indenture provided (such Indenture, the "Indenture"). All terms used
in this First Supplemental Indenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Section 901(5) of the Indenture provides, among other things, that the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into an indenture supplemental to the Indenture for
the purpose of adding, changing or eliminating any of the provisions of the
Indenture, provided that any such addition, change or elimination shall not
apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provisions.
The Company desires and has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture for the purpose of
amending the Indenture in certain respects with respect to the Securities of any
series created on or after the date hereof.
The Company represents that all things necessary to make this First
Supplemental Indenture a valid agreement of the Company, in accordance with its
terms, have been done.
AGREEMENT
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof
issued after the date hereof as follows:
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ARTICLE I
SECTION 101. EVENTS OF DEFAULT. Section 501 of the Indenture is amended
by:
(a) deleting "$10,000,000" in the sixth line of subparagraph (5) and
inserting $25,000,000" in lieu thereof; and
(b) deleting "$10,000,000" in the second line of subparagraph (6)
and inserting "$25,000,000" in lieu thereof.
SECTION 102. LIMITATIONS ON LIENS. Section 1008 of the Indenture is
amended by deleting "5%" in the second to last line of paragraph (b) thereof and
inserting "10%" in lieu thereof.
SECTION 103. RESTRICTIONS ON FUNDED DEBT OF RESTRICTED SUBSIDIARIES.
Section 1010 of the Indenture is deleted in its entirety, and replaced by the
following: "Section 1010. Reserved."
SECTION 104. REDEMPTION. Section 301 of the Indenture is amended by
deleting the text in paragraph (7) in its entirety, and inserting the
following:
"the period or periods within which, the price or prices at which and
the terms and conditions upon which securities of the series may be
redeemed, in whole or in part, at the option of the Company and/or
repaid, in whole or in part, at the option of the Holders;"
ARTICLE II
SECTION 201. EFFECTIVE DATE. Notwithstanding anything in this instrument
to the contrary, no change, addition or elimination in the Indenture provided
for herein shall be effective as to any Security of any series created prior to
the date hereof and any change, addition or elimination in the Indenture
provided for herein shall only be effective as to Securities of series created
on or after the date hereof.
SECTION 202. INDENTURE. Except as expressly supplemented and amended
hereby, the Indenture shall continue in full force and effect in accordance with
the provisions thereof, and the Indenture, as supplemented and amended hereby,
is in all respects ratified and confirmed. This First Supplemental Indenture and
all its provisions shall be deemed a part of the Indenture in the manner and to
the extent herein and therein provided.
SECTION 203. COUNTERPARTS. This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
APPLIED MATERIALS, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President Global Finance
and Treasurer
Attest:
/s/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Senior Director, Legal Affairs
XXXXXX TRUST COMPANY OF
CALIFORNIA
By: /s/ XXXXXX XXXXXXXXX
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Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
Attest: /s/ XXXX X. XXXXXXXXXXX
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Name: Xxxx X. Xxxxxxxxxxx
Title: Assistant Vice President
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STATE OF CALIFORNIA )
COUNTY OF SANTA XXXXX ) ss.
On the 30th day of September, 1997, before me, a Notary Public in and
for said County and State, personally appeared Xxxxx X. Xxxxxx, known to be the
Vice President Global Finance and Treasurer of Applied Materials, Inc., one of
the corporations described in and which executed the foregoing instrument, and
known to me to be the person who executed the within instrument on behalf of
Applied Materials, Inc.; and she acknowledged to me that Applied Materials,
Inc. executed the within instrument pursuant to its bylaws or a resolution of
its Board of Directors.
Witness my hand and official seal.
Notary Public in and for said County and State
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
On the 29th day of September, 1997, before me, a Notary Public in and
for said County and State, personally appeared Xxxxxx Xxxxxxxxx, known to me to
be the Assistant Vice President of Xxxxxx Trust Company of California, one of
the corporations described in and which executed the foregoing instrument, and
known to me to be the person who executed the within instrument on behalf of
Xxxxxx Trust Company of California; and that she acknowledged to me that Xxxxxx
Trust Company of California executed the within instrument pursuant to its
bylaws or a resolution of its board of directors.
Witness my hand and official seal.
Notary Public in and for said County and State.
