Item 1.01 Entry into a Material Definitive Agreement.

In a Form 8-K filed on January 29, 2007, Applied Materials, Inc. ("Applied") announced that it had entered into a five-year U.S. $1,000,000,000 Credit Agreement ("Credit Agreement") with Citicorp USA, Inc. ("Citicorp") as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU") as Syndication Agent, and the other lenders named therein (the "lenders").

On May 22, 2009, Applied, Citicorp, BTMU and the lenders amended the Credit Agreement to modify certain terms of the agreement, including (i) replacing the existing funded-debt-to-adjusted-earnings ratio financial covenant with a minimum liquidity covenant and a funded-debt-to-total-capital ratio covenant and
(ii) increasing the facility fee and applicable interest rate margins on advances.

The Credit Agreement, which was originally executed on January 26, 2007, continues to have a scheduled expiration date of January 26, 2012.

Citicorp, BTMU and certain of the lenders or their affiliates have engaged in, and/or in the future may engage in, banking and other transactions with Applied. These parties have received, and/or in the future may receive, compensation from Applied for these services.

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

As discussed under Item 1.01 above, on May 22, 2009, Applied amended its Credit Agreement. The information set forth under Item 1.01 is incorporated herein by reference. To date, Applied has not requested or received any advances under the Credit Agreement.

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