Item 1.01 Entry into a Material Definitive Agreement.
On
Applied intends to use a portion of the net proceeds to redeem or repay
Applied's outstanding
The Indenture contains limited covenants of Applied. The negative covenants limit the ability of Applied and its subsidiaries to incur debt secured by liens on its principal property or on shares of stock of its principal subsidiaries; to engage in sale and lease-back transactions with respect to any principal property; and to consolidate, merge or sell all or substantially all of its assets. Applied may be required to offer to repurchase the Notes upon a change in control and a contemporaneous downgrade of the Notes below an investment grade rating, and it may elect to redeem the Notes in whole or in part at any time, as further specified in the Indenture.
Events of default under the Indenture include a failure to make payments, non-performance of covenants, and bankruptcy and insolvency-related events. Applied's obligations may be accelerated upon an event of default, in which case the entire principal amount of the Notes would become immediately due and payable.
The foregoing description of certain terms of the Indenture does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Base Indenture, which was filed with the
Item 8.01. Other Events.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Fourth Supplemental Indenture datedMay 29, 2020 , by and betweenApplied Materials, Inc. andU.S. Bank National Association . 4.2 Form of Note for the 2030 Notes (included in Exhibit 4.1 above). 4.3 Form of Note for the 2050 Notes (included in Exhibit 4.1 above). 5.1 Opinion ofCleary Gottlieb Steen & Hamilton LLP . 23.1 Consent ofCleary Gottlieb Steen & Hamilton LLP (included in the opinion filed as Exhibit 5.1 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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