AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Exhibit 10.71

EXECUTION COPY

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

Dated as of May 22, 2009

           AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among APPLIED MATERIALS, INC., a Delaware corporation (the “ Borrower ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and Citicorp USA, Inc., as agent (the “ Agent ”) for the Lenders.

           PRELIMINARY STATEMENTS:

          (1) The Borrower, the Lenders and the Agent have entered into a Credit Agreement dated as of January 26, 2007 (the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

          (2) The Borrower and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

          SECTION 1. Amendments to Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

          (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of “Applicable Margin”, “Applicable Percentage”, “Base Rate” and “Public Debt Rating” in their entirety and substituting in lieu thereof the following:

     “ Applicable Margin ” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

     “ Applicable Percentage ” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

     “ Base Rate ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

     (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

     (b) ¹ / 2 of one percent per annum above the Federal Funds Rate; and

     (c) the British Bankers Association Interest Settlement Rate applicable to Dollars for a period of one month (“One Month LIBOR”) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Agent from time to time) at approximately 11:00 a.m. London time on such day).

     “ Public Debt Rating ” means, as of any date for S&P, the lowest rating that has been most recently announced by S&P for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower and, as of any date for Moody’s, the lowest rating that has been most recently announced by Moody’s for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower. For purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 5 under the definition of “ Applicable Margin ” or “ Applicable Percentage ”, as the case may be; (c) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Applicable Percentage shall be based upon the higher rating unless the such ratings differ by two or more levels, in which case the applicable

level will be deemed to be one level above the lower of such levels; (d) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.

          (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition “Applicable Utilization Fee” in its entirety.

          (c) Section 1.01 is amended by adding the following definitions in appropriate alphabetical order:

     “ Affected Lender ” means any Lender that (a) is a Defaulting Lender, (b) has otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) is (or whose parent company is) in bankruptcy or insolvency proceedings, has had a receiver, conservator, trustee or custodian appointed for it, or has taken any corporate action authorizing, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

     “ Defaulted Advance ” means any Advance that a Defaulting Lender has failed to make.

     “ Defaulting Lender ” means any Lender that (i) failed to fund any portion of its Advances within three Business Days of the date required to be funded by it hereunder, (ii) notified the Borrower, the Agent, or any Lender in writing that it does not intend to fund any of its Commitments, (iii) has made a public statement or announcement to the effect that it does not intend to fund or honor its commitments under agreements in which it has committed to extend credit or (iv) failed, within three Business Days after request by the Agent, to confirm it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances.

          (d) Section 2.04 is hereby amended by adding the words “(a) Optional Ratable Termination or Reduction ” immediately preceding the first sentence contained therein and adding the following new subclause (b) immediately after the end of the last sentence therein:

     (b) Non-Ratable Reduction . The Borrower, at its sole discretion, shall have the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, upon at least ten Business Days’ notice to an Affected Lender (with a copy to the Agent), to terminate in whole such Affected Lender’s Commitment. Such termination shall be effective with respect to such Affected Lender’s Unused Commitment on the date set forth in such notice, provided , however , that such date shall be no earlier than ten Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.04(b), the Borrower will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Affected Lender and pay any accrued fees payable to such Affected Lender pursuant to the provisions of Section 2.03, and all other amounts payable to such Affected Lender hereunder (including, but not limited to, any increased co