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Form 8-K Credit Agreement Extension

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

Date of Report (Date of earliest event reported): May 25, 2013

____________________________________________________________________

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________________




Delaware	000-06920	94-1655526
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



3050 Bowers Avenue
P.O. Box 58039 Santa Clara, CA		95052-8039
(Address of principal executive		(Zip Code)
offices)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(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 May 25, 2013, Applied Materials, Inc. (“Applied”) entered into an Extension Agreement (“Extension Agreement”) to the U.S.$1,500,000,000 Credit Agreement (as amended, the “Credit Agreement”), dated as of May 25, 2011, among Applied, JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”) and the lenders parties thereto (the “Lenders”). The Extension Agreement extended the termination date of the Lenders' commitments under the Credit Agreement from May 25, 2016 to May 25, 2017.

The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by the full text of the Extension Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

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

As discussed under Item 1.01 above, on May 25, 2013, Applied, the Administrative Agent and the Lenders entered into the Extension Agreement. The information set forth in Item 1.01 is incorporated herein by reference. To date, Applied has not received any advances under the Credit Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Exhibit No.		Description
10.1		Extension Agreement, dated as of May 25, 2013, to Credit Agreement, dated as of May 25, 2011, as amended, among Applied Materials, Inc., JPMorgan Chase Bank, N.A. as administrative agent and the lenders parties thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	Applied Materials, Inc. (Registrant)
Date: May 28, 2013	By:	/s/ Thomas F. Larkins
		Thomas F. Larkins
		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX




Exhibit No.		Description
10.1		Extension Agreement, dated as of May 25, 2013, to Credit Agreement, dated as of May 25, 2011, as amended, among Applied Materials, Inc., JPMorgan Chase Bank, N.A. as administrative agent and the lenders parties thereto.

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

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