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AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of May 7, 1997 to the Amended and Restated Credit
Agreement dated as of April 4, 1997 (the "AMENDMENT AND RESTATEMENT") among
Applied Materials, Inc. (the "COMPANY"), the BANKS party thereto (the "BANKS")
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "AGENT").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Amendment and
Restatement to change the date of the Master Lease (as defined therein) from
April 11, 1997 to April 30, 1997.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Amendment and
Restatement has the meaning assigned to such term in the Amendment and
Restatement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Amendment and Restatement shall, after
this Amendment becomes effective, refer to the Amendment and Restatement as
amended hereby.
SECTION 2. Definition of Lease Agreements. The definition of "Lease
Agreements" in Section 3(d) of the Amendment and Restatement is amended by
changing the date "April 11, 1997" to "April 30, 1997".
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment 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.
SECTION 5. Effectiveness. This Amendment shall become effective on
the date when the Agent shall have received from each of the Borrower and the
Required Banks a counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Agent) that such party has
signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
APPLIED MATERIALS, INC.
By /s/ Gerald F. Taylor
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Name: Gerald F. Taylor
Title: Senior Vice President and Chief
Financial Officer
By /s/ Nancy H. Handel
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Name: Nancy H. Handel
Title: Vice President, Corporate Finance and
Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Kathryn Sayko-Yanes
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Kevin McMahon
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Title: Managing Director
UNION BANK OF CALIFORNIA, N.A.
By /s/ Wanda Headrick
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Title: Vice President
ABN AMRO BANK N.V. SAN
FRANCISCO INTERNATIONAL
BRANCH
By /s/ Robin S. Yim
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Title: Group Vice President
By /s/ Candace J. Hsu
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Title: Corporate Banking Officer
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BANQUE NATIONALE DE PARIS
By /s/ Rafael C. Lumanlan
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Title: Vice President
By /s/ Charles Day
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Title: Assistant Vice President
CITICORP USA, INC.
By /s/ David L. Harris
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Title: Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ David J. Worthington
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Title: Managing Director
By /s/ Marilou Palenzuela
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Title: Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By /s/ Ralf Hoffmann
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Title: Vice President
By /s/ Andreas Neumeier
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Title: Vice President
MELLON BANK, N.A.
By /s/ Edwin H. Wiest
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Title: First Vice President
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