Amendment No. 2 to Amended and Restated Credit Agreement, dated October 13, 2017, among Lam Research Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

1.Amendments to the Existing Credit Agreement. The parties hereto agree that the Existing Credit Agreement is hereby amended as follows upon the Second Amendment Effective Date:

(i)Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following new definitions in their appropriate alphabetical order:

“Second Amendment” means that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 13, 2017, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

“Second Amendment Effective Date” means the “Second Amendment Effective Date” under and as defined in Section 3 of the Second Amendment.

(ii)    The definition of “Aggregate Commitment” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

(iii)    The definition of “Alternate Base Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following new sentence at the end thereof:

(iv)    The definition of “Leverage Covenant” in Section 1.01 of the Existing Credit Agreement is hereby deleted in its entirety.

(v)    The definition of “Maturity Date” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

(vi)    Section 2.14 of the Existing Credit Agreement is hereby amended by adding the following new clause (c) at the end thereof:

(vii)    The first sentence of Section 2.20 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“The Borrower may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in each case, in minimum increments of $10,000,000, so long as, after giving effect thereto, (i) the aggregate amount of all such increases and Incremental Term Loans made on or prior to the Second Amendment Effective Date does not exceed $500,000,000 and (ii) the aggregate amount of all such increases and Incremental Term Loans made at any time after the Second Amendment Effective Date does not exceed $600,000,000.”

(viii)    Article II of the Existing Credit Agreement is hereby amended by adding the following new Section 2.23:

(a)Notwithstanding anything to the contrary in this Agreement, pursuant to an offer (an “Extension Offer”) made from time to time by the Borrower to all Lenders having Commitments with a like maturity date on a pro rata basis (based on the aggregate principal amount of Commitments with a like maturity date) and on the same terms to each such Lender, the Borrower may up to two times extend the maturity date of the Commitments, in the case of each such Extension Offer, by up to one year, and otherwise modify the terms of the Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of the Commitments (and related outstandings) (each, an “Extension”, and each group of the Commitments as so extended, as well as the original Commitments (in each case not so extended), being a “tranche”). Any Extended Revolving Commitments (as defined below) shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted, so long as the following terms are satisfied: (i) there shall be no more than two Extensions made during the term of this Agreement, (ii) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (iii) except as to interest rates, fees and final maturity date

(which shall, subject to immediately succeeding clauses (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Commitments of any Lender extended pursuant to any Extension (“Extended Revolving Commitments”) shall have the same terms as the tranche of Commitments subject to such Extension Offer, (iv) the final maturity date of any Extended Revolving Commitments shall be no earlier than the Maturity Date extended thereby and no later than one year from the Maturity Date extended thereby, (v) any Extended Revolving Commitments may participate on a pro rata basis in any voluntary or mandatory repayments, (vi) if the aggregate outstanding principal amount of Commitments (calculated on the face amount thereof), in respect of which the Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be required to participate in any Extension.

(b)With respect to all Extensions consummated by the Borrower pursuant to this Section 2.23, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.23.

(c)The Lenders hereby irrevocably authorize the Administrative Agent (without the consent of any Person other than the Administrative Agent and the Borrower) to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, in order to establish new tranches or sub-tranches in respect of the Commitments so extended and such amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case, on terms consistent with this Section 2.23.

(d)In connection with any Extension Offer, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent in each case, acting reasonably to accomplish the purposes of this Section 2.23.”

(ix)    Section 6.01(h) of the Existing Credit Agreement is hereby amended by deleting the phrase “or the Leverage Covenant, as determined to be applicable” in its entirety.

(x)    Section 6.05 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) Maximum Total Indebtedness to Capitalization Ratio. The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters, of Consolidated Total Indebtedness to Consolidated Capitalization to be greater than (i) for each fiscal quarter ending on and after the Second Amendment Effective Date until but excluding December 31, 2018, 0.55 to 1.00 and (ii) for each fiscal quarter ending on or after December 31, 2018, 0.50 to 1.00 (the “Capitalization Covenant”).

(b) Minimum Liquidity. The Borrower will not permit Liquidity, determined as of the end of each of its fiscal quarters ending on and after the Second Amendment Effective Date, to be less than $1,500,000,000; provided, that in addition to the foregoing, the Borrower shall not permit Liquidity to be less than $1,500,000,000 at the time of, and immediately after giving effect (including giving effect on a pro forma basis) to, any repayment or prepayment of Indebtedness of the Borrower or any Subsidiary in an amount greater than $200,000,000.”

(xi)    The first sentence of Section 9.02(b) of the Existing Credit Agreement is hereby amended by adding the following words immediately before the reference to “Section 2.20”:

(xii)    Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the schedule attached hereto as Annex I.

2.Second Amendment Revolving Commitments. Subject to the satisfaction of the conditions set forth in Section 3 hereof:

(i)    Second Amendment Revolving Commitments. Each Second Amendment Incremental Revolving Lender hereby acknowledges and agrees that, effective as of the Second Amendment Effective Date, its respective Commitment shall be as set forth opposite such Second Amendment Incremental Revolving Lender’s name on Annex I hereto, and agrees to make such Commitment available to the Borrower from time to time on and after the Second Amendment Effective Date in accordance with Section 2.01 of the Credit Agreement.

(ii)    Terms Generally.

(a)The Second Amendment Revolving Commitments shall be structured as an increase to the Commitments under the Existing Credit Agreement immediately prior to the Second Amendment Effective Date (the “Initial Revolving Commitments”), and shall have identical terms as the Initial Revolving Commitments (including with respect to the Applicable Rate, borrowings, participations in letters of credit, maturity date, amortization, mandatory prepayments and voluntary prepayments), and shall otherwise be subject to the provisions, including any provisions restricting the rights or regarding the obligations of the Loan Parties or any provisions regarding the rights of the Lenders, of the Credit Agreement and the other Loan Documents.

(b)On and as of the Second Amendment Effective Date, the respective participations of the Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Applicable Percentages after giving effect to the establishment of the Second Amendment Revolving Commitments pursuant to this Agreement.

(c)On and as of the Second Amendment Effective Date, the amount of all outstanding Loans shall be redetermined among the Lenders (including the Second Amendment Incremental Revolving Lenders) according to their respective Applicable Percentages after giving effect to the establishment of the Second Amendment Revolving Commitments pursuant to this Amendment. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Loans outstanding on the Second Amendment Effective Date are allocated among the Second Amendment Incremental Revolving Lenders, such that all such Loans are held by the Lenders (including the Second Amendment Incremental Revolving Lenders) on a pro rata basis.

3.Conditions Precedent. This Amendment shall be effective upon the date (the “Second Amendment Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein:

(i)    Executed Amendment. The Administrative Agent shall have received (a) a counterpart of this Amendment, duly executed by the Borrower, each Second Amendment Incremental Revolving Lender, the other Lenders and the Administrative Agent, (b) an agreement substantially in the form of Exhibit C to the Existing Credit Agreement, duly executed by the Borrower and each Increasing Lender and (c) an agreement substantially in the form of Exhibit D to the Existing Credit Agreement, duly executed by the Borrower and each Augmenting Lender.

(ii)    Legal Opinion. The Administrative Agent shall have received a customary legal opinion, addressed to the Administrative Agent and the Lenders (including the Second Amendment Incremental Revolving Lenders) and dated as of the Second Amendment Effective Date, of Jones Day or other counsel reasonably acceptable to the Administrative Agent, in customary form and substance reasonably satisfactory to the Administrative Agent and the Borrower.

(iii)    Customary Closing Documents. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of this Amendment and any other legal matters relating to such Loan Parties or this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, including a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (a) the certificate of incorporation or other charter document of such Loan Party, (b) the by-laws or other organizational documents of such Loan Party, (c) the names and true signatures of the officers of such Loan Party and (d) the resolutions of the Board of Directors or other governing body of such Loan Party authorized to sign this Amendment and each other Loan Document.

(iv)    Closing Date Certificate. The Administrative Agent shall have received a certificate, dated as of the Second Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying that at the time of and immediately after giving effect to this Amendment on the Second Amendment Effective Date, (a) the representations and warranties of the Borrower set forth herein and in the Existing Credit Agreement (excluding the representations and warranties set forth in Sections 3.04(b) and 3.06(a) thereof) are true and correct as of such date, (b) no Default or

Event of Default has occurred and is continuing as of such date and (c) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.05 of the Existing Credit Agreement as of such date.

(v)    Patriot Act. The Administrative Agent shall have received, at least three Business Days prior to the Second Amendment Effective Date, all documentation and other information regarding the Loan Parties as is reasonably requested by it at least five Business Days in advance of the Second Amendment Effective Date, which documentation or other information is required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

(vi)    Fees and Expenses. All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Second Amendment Effective Date and the fees contemplated by the fee letters entered into by the Borrower on the date hereof payable to the Administrative Agent or the Lenders shall have been paid on or prior to the Second Amendment Effective Date, in each case, to the extent required by such fee letters or this Amendment to be paid on or prior to the Second Amendment Effective Date.

4.Representations and Warranties. To induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders, that:

5.Reference to and Effect on the Credit Agreement.

6.Miscellaneous.