FOURTH SUPPLEMENTAL INDENTURE dated as of May 5, 2020 (the Fourth Supplemental Indenture), by and between Lam Research Corporation, a Delaware corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
The Company has heretofore executed and delivered to the Trustee an indenture, dated as of February 13, 2015 (the Base Indenture), providing for the issuance from time to time of one or more series of the Companys securities.
The Company has heretofore executed and delivered to the Trustee (i) the First Supplemental Indenture dated as of March 12, 2015, providing for the issuance by the Company of $500,000,000 aggregate principal amount of 2.750% Senior Notes due 2020 and $500,000,000 aggregate principal amount of 3.800% Senior Notes due 2025, (ii) the Second Supplemental Indenture dated as of June 7, 2016, providing for the issuance by the Company of $800,000,000 aggregate principal amount of 2.800% Senior Notes due 2021, $600,000,000 aggregate principal amount of 3.450% Senior Notes due 2023 and $1,000,000,000 aggregate principal amount of 3.900% Senior Notes due 2026 and (iii) the Third Supplemental Indenture dated as of March 4, 2019, providing for the issuance by the Company of $750,000,000 aggregate principal amount of 3.750% Senior Notes due 2026, $1,000,000,000 aggregate principal amount of 4.000% Senior Notes due 2029 and $750,000,000 aggregate principal amount of 4.875% Senior Notes due 2049.
The Company is executing and delivering to the Trustee this Fourth Supplemental Indenture (together with the Base Indenture, the Indenture).
The Company desires and has requested the Trustee pursuant to Section 9.01 of the Base Indenture to join with it in the execution and delivery of this Fourth Supplemental Indenture in order to supplement the Base Indenture and to provide for the issuance of and establish the form and terms and conditions of the Notes (as defined below).
Section 9.01 of the Base Indenture provides that the Company and the Trustee, without the consent of any holders of the Companys securities, may amend or supplement the Base Indenture to provide for the issuance of and establish the form and terms and conditions of the Notes as permitted by Sections 2.01 and 2.02 thereof.
The execution and delivery of this Fourth Supplemental Indenture has been duly authorized by a resolution of the board of directors of the Company or a duly authorized committee thereof.
All conditions and requirements necessary to make this Fourth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.
The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 1.900% Senior Notes due 2030 (the 2030 Notes), the 2.875% Senior Notes due 2050 (the 2050 Notes) and the 3.125% Senior Notes due 2060 (the 2060 Notes and, together with the 2030 Notes and the 2050 Notes, the Notes):