EX-4.2





 Exhibit 4.2 
  

 
 LAM RESEARCH CORPORATION 

$2,500,000,000 

$750,000,000 3.750% SENIOR NOTES DUE 2026 

$1,000,000,000 4.000% SENIOR NOTES DUE 2029 

$750,000,000 4.875% SENIOR NOTES DUE 2049 

THIRD SUPPLEMENTAL INDENTURE 

Dated as of March 4, 2019 

To 
 INDENTURE 

Dated as of February 13, 2015 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

Trustee 
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
		 	 ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE
	  			
			
	 Section 1.01.
	 	 Relationship with Base Indenture
	  	 	2	 
	 Section 1.02.
	 	 Definitions
	  	 	2	 
			
		 	 ARTICLE 2

THE NOTES
	  			
			
	 Section 2.01.
	 	 Form and Dating
	  	 	12	 
	 Section 2.02.
	 	 Transfer and Exchange
	  	 	13	 
	 Section 2.03.
	 	 Issuance of Additional Notes
	  	 	18	 
			
		 	 ARTICLE 3

REDEMPTION AND PAYMENT
	  			
			
	 Section 3.01.
	 	 Notice of Redemption; Selection of Securities
	  	 	19	 
	 Section 3.02.
	 	 Notes Redeemed in Part
	  	 	19	 
	 Section 3.03.
	 	 Optional Redemption
	  	 	19	 
	 Section 3.04.
	 	 Mandatory Redemption
	  	 	21	 
			
		 	 ARTICLE 4

PARTICULAR COVENANTS
	  			
			
	 Section 4.01.
	 	 Limitation on Liens
	  	 	21	 
	 Section 4.02.
	 	 Limitation on Sale and Lease-Back Transactions
	  	 	22	 
	 Section 4.03.
	 	 Offer to Purchase Upon Change of Control Triggering Event
	  	 	22	 
			
		 	 ARTICLE 5

SUCCESSORS
	  			
			
	 Section 5.01.
	 	 Merger, Consolidation or Sale of Assets
	  	 	24	 
			
		 	 ARTICLE 6

DEFAULTS AND REMEDIES
	  			
			
	 Section 6.01.
	 	 Events of Default
	  	 	25	 
			
		 	 ARTICLE 7

MODIFICATION AND WAIVER
	  			
			
	 Section 7.01.
	 	 Without Consent of Holders of Notes
	  	 	27	 
	 Section 7.02.
	 	 With Consent of Holders of Notes
	  	 	28	 


  
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	 	 	 	  	PAGE	 
		 	 ARTICLE 8

MISCELLANEOUS
	  			
			
	 Section 8.01.
	 	 Trust Indenture Act Controls
	  	 	29	 
	 Section 8.02.
	 	 Governing Law
	  	 	29	 
	 Section 8.03.
	 	 Successors
	  	 	29	 
	 Section 8.04.
	 	 Severability
	  	 	29	 
	 Section 8.05.
	 	 Counterpart Originals
	  	 	29	 
	 Section 8.06.
	 	 Table of Contents, Headings, Etc
	  	 	29	 
	 Section 8.07.
	 	 Validity or Sufficiency of Third Supplemental Indenture
	  	 	29	 
	 Section 8.08.
	 	 Waiver of Jury Trial
	  	 	30	 
	 Section 8.09.
	 	 Ratification of Indenture; Third Supplemental Indenture Part of Indenture
	  	 	30	 
	 Section 8.10.
	 	 Rights of Trustee
	  	 	30	 

 EXHIBITS 
  

			
	Exhibit A	  	FORM OF 2026 NOTE
	Exhibit B	  	FORM OF 2029 NOTE
	Exhibit C	  	FORM OF 2049 NOTE


  
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 THIRD SUPPLEMENTAL INDENTURE dated as of March 4, 2019 (the “Third 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 Company’s 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 and (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. 

The Company is executing and delivering to the Trustee this Third 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 Third 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 Company’s
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 Third 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 Third 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. 

  
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 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 3.750% Senior Notes due 2026 (the “2026 Notes”), the 4.000% Senior Notes due 2029 (the “2029 Notes”) and the 4.875% Senior Notes due 2049 (the
“2049 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes”): 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01.    Relationship with Base Indenture. The terms and provisions contained in the Base Indenture
will constitute, and are hereby expressly made a part of this Third Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern and be controlling. 

The Trustee accepts the amendment of the Base Indenture effected by this Third Supplemental Indenture and agrees to execute the trust created
by the Base Indenture as hereby amended, but only upon the terms and conditions set forth in this Third Supplemental Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the
performance of the trust created by the Base Indenture, and without limiting the generality of the foregoing, the Trustee will not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all
of which recitals or statements are made solely by the Company, or for or with respect to (a) the validity or sufficiency of this Third Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by
the Company, (c) the due execution hereof by the Company or (d) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any
such matters. 
 Section 1.02.    Definitions. Capitalized terms used herein without definition shall have
the respective meanings set forth in the Base Indenture. The following terms have the meanings given to them in this Section 1.02: 

“2026 Notes Optional Redemption Date” has the meaning assigned to such term in Section 3.03 hereof. 

“2029 Notes Optional Redemption Date” has the meaning assigned to such term in Section 3.03 hereof. 

“2049 Notes Optional Redemption Date” has the meaning assigned to such term in Section 3.03 hereof 

“Additional Notes” means any Notes (other than the Initial Notes) issued under this Third Supplemental Indenture in
accordance with Section 2.03 hereof, as part of the same series as the Initial Notes. 

  
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 “Aggregate Debt” means the sum of the following as of the date of
determination: 
 (1)    the aggregate principal amount of the Company’s Indebtedness and the Indebtedness of the
Company’s Subsidiaries incurred after the date hereof and secured by Liens not permitted by Section 4.01(a) hereof, and 

(2)    the Company’s and its Subsidiaries’ Attributable Debt in respect of Sale and Lease-Back Transactions
entered into after the date hereof pursuant to Section 4.02 hereof. 
 “Attributable Debt” means in connection with a
Sale and Lease-Back Transaction the lesser of: 
 (1)    the fair market value of the Principal Property subject to the
Sale and Lease-Back Transaction (as determined in good faith by the board of directors of the Company); and 
 (2)    the
present value (discounted at a rate per annum equal to the average interest borne by all outstanding debt securities issued under the Indenture (which may include debt securities in addition to the Notes) determined on a weighted average basis and
compounded semi-annually) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that
do not constitute payments for property rights) during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided that, in the case of any lease that is
terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination on the first date such lease may be terminated (in which case the Attributable Debt shall also
include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination. 

“Base Indenture” has the meaning set forth in the preamble to this Third Supplemental Indenture, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof. 
 “Business Day” means any day other than a
Saturday, a Sunday or any other day on which banking institutions in New York, New York or the city where the corporate trust business of the trustee is principally administered at any particular time are required or authorized to close or be
closed. If a payment date with respect to principal, premium, if any, or interest on the Notes falls on a day that is not a Business Day, the related payment shall be made on the next succeeding Business Day as if made on the date the payment is
due, and no interest shall accrue on such payment for the intervening period. 
 “Capital Lease” means any Indebtedness
represented by a lease obligation of a Person incurred with respect to Property acquired or leased by such Person and used in its business that is required to be recorded as a capital lease in accordance with GAAP. 

  
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 “Capital Stock” means: 

(1)    in the case of a corporation, any and all shares, interests, participations, rights or other equivalents (however
designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such Person; 

(2)    in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated and whether or not voting) of such Person; and 
 (3)    in the case of a partnership or
limited liability company, partnership or membership interests (whether general or limited). 
 “Change of Control” means
the occurrence of any one or more of the following events: 
 (1)    the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries taken as a whole to any Person
other than to the Company or one or more of the Company’s direct or indirect Subsidiaries; 
 (2)    the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “Person” or “group” of related persons (as such terms are used in Section 13(d)(3) of the Exchange
Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority of the total voting
power of the Company’s Voting Stock; 
 (3)    the Company consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or such other Person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
Person immediately after giving effect to such transaction; 
 (4)    the first day on which the majority of the members
of the Company’s board of directors cease to be Continuing Directors; or 
 (5)    the adoption of a plan relating
to the Company’s liquidation or dissolution. 
 “Change of Control Date” has the meaning assigned to such term in
Section 4.03 hereof. 
 “Change of Control Offer” has the meaning assigned to such term in Section 4.03 hereof.


  
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 “Change of Control Payment Date” has the meaning assigned to such term in
Section 4.03 hereof. 
 “Change of Control Purchase Date” has the meaning assigned to such term in Section 4.03
hereof. 
 “Change of Control Purchase Price” has the meaning assigned to such term in Section 4.03 hereof. 

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event; provided, that no
Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated. 

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of, such Person’s common stock, and includes, without limitation, all series and classes of such Common Stock. 

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Notes to be redeemed. 
 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. 

“Consolidated Net Tangible Assets” means, as of any date on which the Company effects a transaction requiring such
Consolidated Net Tangible Assets to be measured hereunder, the aggregate amount of assets (less applicable reserves) after deducting therefrom: (a) all current liabilities, except for current maturities of long-term debt and obligations under
Capital Leases; and (b) intangible assets, to the extent included in said aggregate amount of assets, all as set forth in the Company’s most recent consolidated balance sheet and computed in accordance with GAAP applied on a consistent
basis. 
 “Continuing Director” means, as of any date of determination, any member of the Company’s board of directors
who: 
 (1)    was a member of the Company’s board of directors on the date hereof; or 

(2)    was nominated for election, elected or appointed to the Company’s board of directors with the approval of a
majority of the Continuing Directors who were members of the Company’s board of directors at the time of such nomination, election or appointment. 

  
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 “Definitive Note” means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.02(a) hereof, substantially in the form of Exhibit A, Exhibit B or Exhibit C hereto except that such Note will not bear the Global Note Legend. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.02(a) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Third Supplemental Indenture. 

“DTC” has the meaning assigned to such term in Section 2.02(f) hereof. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Public Company
Accounting Oversight Board (United States) and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect as of the date of determination. 
 “Global Note Legend” means the legend set forth in
Section 2.01(b) hereof, which is required to be placed on all Global Notes issued under this Third Supplemental Indenture. 

“Global Notes” means, individually and collectively, each of the Global Notes, in the forms of Exhibit A, Exhibit
B and Exhibit C hereto issued in accordance with Section 2.01 hereof. 
 “Hedging Obligations” means, with
respect to any specified Person, the obligations of such Person under: 
 (1)    interest rate swap agreements (whether
from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate lock agreements and interest rate collar agreements; 

(2)    other agreements or arrangements designed to manage interest rates or interest rate risk; 

(3)    other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or
commodity prices; and 
 (4)    other agreements or arrangements designed to protect such Person against
fluctuations in equity prices. 

  
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 “Holder” means a Person in whose name a Note is registered. 

“Indebtedness” of any specified Person means, without duplication, any indebtedness, whether or not contingent, in respect of
borrowed money or that is evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements with respect thereto) or representing the balance deferred and unpaid of the purchase price of any Property
(including pursuant to Capital Leases), except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness would appear as a liability upon an unconsolidated balance sheet of such
Person (but does not include contingent liabilities which appear only in a footnote to a balance sheet). In addition, the term “Indebtedness” includes all of the following items, whether or not any such items would appear as a liability on
a balance sheet of the specified Person in accordance with GAAP: 
 (1)    all Indebtedness of others secured by a Lien
on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); and 

(2)    to the extent not otherwise included, any guarantee by the specified Person of Indebtedness of any other Person.

 “Indenture” means the Base Indenture, as supplemented by this Third Supplemental Indenture, governing the Notes, in each
case, as amended, supplemented or restated from time to time. 
 “Independent Investment Banker” means the Reference
Treasury Dealer appointed by the Company. 
 “Indirect Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant. 
 “Initial Notes” means each of the first $750,000,000 aggregate principal amount of
2026 Notes, $1,000,000,000 aggregate principal amount of 2029 Notes and $750,000,000 aggregate principal amount of 2049 Notes issued under this Third Supplemental Indenture on the date hereof. 

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of
Moody’s) and rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); or, if applicable, the equivalent investment grade credit rating from any Substitute
Rating Agency. 
 “Lien” means any lien, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest). 

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 


  
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 “Notes” has the meaning assigned to it in the preamble to this Third
Supplemental Indenture. The Initial Notes of each series and the Additional Notes of such series will be treated as a single class for all purposes under this Third Supplemental Indenture, and unless the context otherwise requires, all references to
the Notes will include the Initial Notes and any Additional Notes. 
 “Participant” means, with respect to the Depositary,
a Person who has an account with the Depositary. 
 “Person” has the meaning set forth in the Indenture and includes a
“person” as used in Section 13(d)(3) of the Exchange Act. 
 “Permitted Liens” means: 

1.    Liens on any of the Company’s or its Subsidiaries’ assets, created solely to secure obligations incurred to
finance the refurbishment, improvement or construction of such asset, which obligations are incurred no later than 18 months after completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings,
replacements or refundings of such obligations; 
 2.    (a) Liens given to secure the payment of the purchase price
incurred in connection with the acquisition (including acquisition through merger or consolidation) of Property (including shares of stock), including Capital Lease transactions in connection with any such acquisition, and (b) Liens existing on
Property at the time of acquisition thereof or at the time of acquisition by the Company of any Person then owning such Property whether or not such existing Liens were given to secure the payment of the purchase price of the Property to which they
attach; provided that, with respect to clause (a), the Liens shall be given within 18 months after such acquisition (or be a Lien securing a renewal, extension, refinancing, replacement or refunding of such an obligation and for which a
Lien was previously given in accordance with this SubSection (2)) and shall attach solely to the Property acquired or purchased and any improvements then or thereafter placed thereon; 

3.    Liens in favor of customs and revenue authorities or financial institutions in respect of customs duties in
connection with the importation of goods; 
 4.    Liens for taxes not yet due or that are being contested in good faith
by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Company’s books or the books of any of the Company’s Subsidiaries in conformity with GAAP; 

5.    Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other Property
relating to such letters of credit and the products and proceeds thereof; 
 6.    Liens encumbering customary initial
deposits and margin deposits and other Liens in the ordinary course of business, in each case securing Hedging Obligations and forward contracts, options, futures contracts, futures options, equity hedges or similar agreements or arrangements
designed to protect the Company from fluctuations in interest rates, currencies, equities or the price of commodities; 

  
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 7.    Liens in favor of only the Company or one or more of its
Subsidiaries; 
 8.    inchoate Liens incident to construction or maintenance of Property, or Liens incident to
construction or maintenance of Property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor;

 9.    Liens consisting of easements, zoning restrictions, rights-of-way and similar encumbrances on Property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the
affected Property or interfere with the ordinary conduct of the business of the Company or its Subsidiaries; 

10.    statutory Liens arising in the ordinary course of business with respect to obligations that are not delinquent by
more than 30 days or are being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor; 

11.    Liens consisting of deposits of Property to secure the Company’s statutory obligations or those of any of its
Subsidiaries in the ordinary course of its business; 
 12.    Liens incurred or deposits of made by the Company or its
Subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or similar legislation or regulation, including Liens of judgments thereunder that are not
currently dischargeable, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds or
other similar obligations (exclusive of obligations for the payment of borrowed money); 
 13.    Liens securing
Specified Non-Recourse Debt, so long as the aggregate outstanding amount of the obligations secured thereby does not exceed $75,000,000 at any one time; 

14.    Liens on Property incurred in Sale and Lease-Back Transactions permitted under Section 4.02 hereof; 

15.    Liens (i) of a collection bank on the items in the course of collection in the ordinary course of business,
(ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are customary in the banking industry and
(iii) attaching to other prepayments, deposits or earnest money in the ordinary course of business; 

  
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 16.    Liens created by or resulting from any litigation or other
proceeding that is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any of its Subsidiaries with respect to which the Company or any of its Subsidiaries is in good
faith prosecuting an appeal or proceedings for review for which the time to make an appeal has not yet expired, and Liens relating to final unappealable judgments that are satisfied within 60 days of the date of judgment or Liens incurred by the
Company or any of its Subsidiaries for the purposes of obtaining a stay or discharge in the course of any litigation proceeding to which the Company or any of its Subsidiaries is a party; 

17.    Liens existing as of the date hereof; 

18.    Liens granted after the date hereof, created in favor of the Holders of the Notes; and 

19.    Liens securing the Company’s Indebtedness or the Indebtedness of any of its Subsidiaries that are incurred to
extend, renew, refinance, replace or refund Indebtedness that is secured by Liens permitted to be incurred under the Indenture so long as the Property encumbered by any such Lien is substantially the same as or similar in nature to the Property that
secured the Liens extended, renewed, refinanced, replaced or refunded and the amount of Indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in
connection with any extension, renewal, refinancing or replacement). 
 “Preferred Stock” of any Person means any Capital
Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation. 

“Principal Property” means the land, improvements, buildings, fixtures and equipment (including any leasehold interest
therein) constituting the principal corporate office, any manufacturing, assembly or test plant, or any manufacturing, assembly, test, distribution or research facility (in each case, whether now owned or hereafter acquired), that is owned or leased
by the Company or any of its Subsidiaries unless its board of directors has determined in good faith that such office, plant or facility is not of material importance to the total business conducted by the Company and its Subsidiaries, taken as a
whole. With respect to any Sale and Lease-Back Transaction or series of related Sale and Lease-Back Transactions, the determination of whether any property is a Principal Property shall be determined by reference to all properties affected by such
transaction or series of transactions. 
 “Property” means any property or asset, whether real, personal or mixed, or
tangible or intangible, including shares of capital stock. 
 “Rating Agency” means (1) each of Moody’s and
S&P; and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency in lieu thereof. 

  
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 “Rating Event” means with respect to any series of Notes, such Notes cease
to be rated Investment Grade by both Rating Agencies, in each case, on any day during the period (the “Trigger Period”) commencing on the earlier of the first public notice of (a) the occurrence of a Change of Control or
(b) the public announcement of the Company’s intention to effect a Change of Control, and ending 60 days following consummation of such Change of Control (which period shall be extended so long as the rating of the Notes is under publicly
announced consideration for a possible rating downgrade by either of the Rating Agencies). If either Rating Agency is not providing a rating of the applicable series of Notes on any day during the Trigger Period for any reason, the rating of such
Rating Agency shall be deemed to have ceased to be rated Investment Grade during the Trigger Period. In no event shall the Trustee shall not be responsible for monitoring or be charged with knowledge of a Rating Event. 

“Reference Treasury Dealer” means (1) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman
Sachs & Co. LLC and J.P. Morgan Securities LLC (or their respective affiliates that are primary U.S. Government securities dealers, referred to as “Primary Treasury Dealers”), and their respective successors, or, if at any time
any of the above is not a Primary Treasury Dealer, any other Primary Treasury Dealer selected by the Company and (2) two other Primary Treasury Dealers selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related redemption date for such redemption; provided that if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors. 
 “Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the
Company or any of its Subsidiaries of any Principal Property, whether now owned or hereafter acquired, which Principal Property has been or is to be sold or transferred by the Company or such subsidiary to such Person or its predecessor in interest.

 “Specified Non-Recourse Debt” means any account or trade receivable factoring,
securitization, sale or financing facility, the obligations of which are non-recourse (except with respect to customary representations, warranties, covenants and indemnities made in connection with such
facility) to the Company. 

  
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 “Stockholders’ Equity” means, as of any date of determination,
stockholders’ equity as reflected on the most recent consolidated balance sheet available to the Company prepared in accordance with GAAP. 

“Subsidiary” means any corporation, limited liability company or other similar type of business entity in which the Company
and/or one or more of its Subsidiaries together own more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors or similar
governing body of such corporation, limited liability company or other similar type of business entity, directly or indirectly. 

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be. 

“Third Supplemental Indenture” means this Third Supplemental Indenture, dated as of the date hereof, by and among the Company
and the Trustee, governing the Notes, as amended, supplemented or otherwise modified from time to time in accordance with the Base Indenture and the terms hereof. 

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to
maturity, computed as the third Business Day immediately preceding that redemption date, of the applicable Comparable Treasury Issue. In determining this rate, the Company will assume a price for the applicable Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. 

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote generally in the election of the board of directors of such Person. 
 ARTICLE 2 

THE NOTES 

Section 2.01.    Form and Dating. (a) General. The Notes and the Trustee’s certificate of
authentication will be substantially in the forms of Exhibit A, Exhibit B and Exhibit C hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the
date of its authentication. The Notes will be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 The
terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the extent any 

  
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provision of any Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note conflicts
with the express provisions of this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern and be controlling. 

Interest payable on any interest payment date or the maturity date will be the amount of interest accrued from, and including, the next
preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the issue date, if no interest has been paid or duly provided for with respect to the notes) to, but excluding, such interest
payment date or maturity date, as the case may be. If an interest payment date or the maturity date falls on a day that is not a business day, the related payment of principal or interest will be made on the next succeeding business day as if made
on the date the payment was due. No interest will accrue on such payment for the period from and after such interest payment date or the maturity date, as the case may be, to the date of such payment on the next succeeding business day. 

(b)    Global Notes. Notes issued in global form will be substantially in the forms of Exhibit A, Exhibit
B and Exhibit C attached hereto (including the Global Note Legend thereon). Notes issued in definitive form will be substantially in the forms of Exhibit A, Exhibit B and Exhibit C attached hereto (but without the
Global Note Legend thereon). Each Global Note will represent such of the outstanding Notes as will be specified therein and each will provide that it will represent the aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of
any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.02 hereof. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 

Section 2.02.    Transfer and Exchange. 

(a)    Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Notes of a series will be exchanged by the Company for Definitive Notes if: 
 (i)    the Company
delivers to the Trustee notice from the Depositary that (A) it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary
or (B) it is no longer a clearing agency registered under the Exchange Act; or 

  
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 (ii)    the Company in its sole discretion determines
that the Global Notes of such series (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee. 

Upon the occurrence of either of the preceding events in (i) or (ii) above, Definitive Notes will be issued in such names and in any
approved denominations as the Depositary will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 of the Base Indenture. Every Note authenticated and delivered in exchange
for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.02 or 2.08 or 2.11 of the Base Indenture, will be authenticated and delivered in the form of, and will be, a Global Note. A Global Note may not be exchanged
for another Note other than as provided in this Section 2.02(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.02(b), (c), (d) or (g) hereof. 

(b)    Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Third Supplemental Indenture and the applicable procedures of the Depositary. Transfers of beneficial interests in the Global Notes also
will require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i)    Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions will be required to be delivered to the Registrar to effect the transfers described in this
Section 2.02(b)(i). 
 (ii)    All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.02(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A)    a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the applicable procedures of the Depositary directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; or 

(B)    instructions given in accordance with the applicable procedures of the Depositary containing
information regarding the Participant account to be credited with such increase. 
 Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this Third Supplemental Indenture and the Notes, the Trustee will adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.02(g) hereof. 

  
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 (c)    Transfer or Exchange of Beneficial Interests for Definitive
Notes. If any Holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note,
then the transferor of such beneficial interest must deliver to the Registrar a written order from a Participant or an Indirect Participant given to the Depositary in accordance with customary procedures containing information regarding the
beneficial interest to be so exchanged or transferred and the recipient of the Definitive Note. Upon satisfaction of the conditions set forth in Section 2.02(b)(ii) hereof, the Trustee will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.02(g) hereof, and the Company will execute and, upon receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.02(c) will be registered in such name or names and in such authorized denomination or denominations
as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so registered. 
 Notwithstanding the foregoing, any exchange or transfer of a beneficial interest in a Global Note for a
Definitive Note contemplated by this Section 2.02(c) shall only be permitted if (i) the Company determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Depositary of such determination or
(ii) such exchange or transfer is made upon request by or on behalf of at least 25% of the Beneficial Owners seeking to exercise or enforce their rights under the Securities during the continuance of an Event of Default. 

(d)    Transfer and Exchange of Definitive Notes for Beneficial Interests. A Holder of a Definitive Note may
exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to the previous paragraph at a time when
a Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred. 
 A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of a Definitive
Note. 
 (e)    Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this Section 2.02(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder


  
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will present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such
Holder or by his attorney, duly authorized in writing. In addition, the requesting Holder will provide any additional certifications, documents and information, as applicable, required pursuant to the provisions of this Section 2.02(e). 

(f)    Legends. The following legends will appear on the face of all Global Notes issued under this Third
Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Third Supplemental Indenture. 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE THIRD SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE THIRD
SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE THIRD SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (‘DTC’) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

  
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 (g)    Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or-transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. In
connection with effecting any such increase or decrease, the Trustee shall receive an Opinion of Counsel and instruction letter. 

(h)    General Provisions Relating to Transfers and Exchanges. 

(i)    To permit registrations of transfers and exchanges, the Company will execute and, upon receipt of an
Authentication Order, the Trustee will authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request. 

(ii)    No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder
of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes
or similar governmental charge payable upon exchange or transfer pursuant to Section 2.02 hereof and Sections 2.11, 3.06 and 9.05 of the Base Indenture). 

(iii)    The Registrar will not be required to register the transfer of or exchange any Note selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

(iv)    All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of
Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Third Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange. 
 (v)    The Company will not be required: 

(A)    to issue, to register the transfer of or to exchange any Notes during a period of 15 days before the
day of any selection of Notes for redemption under Section 3.02 of the Base Indenture and ending at the close of business on the day of selection; 

  
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 (B)    to register the transfer of or to exchange any
Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 

(C)    to register the transfer of or to exchange a Note between a record date and the next succeeding
interest payment date. 
 (vi)    Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Company will be affected by notice to the contrary. 

(vii)    The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions
of Section 2.03 of the Base Indenture. 
 (viii)    All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.02 to effect a registration of transfer or exchange may be submitted by facsimile. 

(ix)    The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Third Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by the terms of, this Third Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

(x)    Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken
by the Depositary. 
 Section 2.03.    Issuance of Additional Notes. The Company will be entitled, upon
delivery of an Officer’s Certificate and an Opinion of Counsel, to issue Additional Notes of a series under this Third Supplemental Indenture which will have identical terms as the Initial Notes of such series issued on the date hereof, other
than with respect to the date of issuance, and in some cases, issue price and the first interest payment date. The Initial Notes of each series issued on the date hereof and any Additional Notes of such series issued will be treated as a single
class for all purposes under this Third Supplemental Indenture. 

  
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 With respect to any Additional Notes, the Company will set forth in a resolution of its
board of directors and an Officer’s Certificate, a copy of each which will be delivered to the Trustee, the following information: 

(a)    the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Third
Supplemental Indenture; and 
 (b)    the issue price, the issue date and the CUSIP number of such Additional Notes. If
such Additional Notes are not fungible with the Initial Notes of the applicable series for U.S. federal income tax purposes, such Additional Notes will have separate CUSIP numbers than such Initial Notes. 

ARTICLE 3 

REDEMPTION AND PAYMENT 

Section 3.01.    Notice of Redemption; Selection of Securities. The Company will send electronically or by
first class mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed setting forth the information to be stated in such notice as provided in Section 3.03 of
the Base Indenture (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice. If less than all of the Notes are to be redeemed, the Notes to be redeemed
shall be selected in accordance with DTC’s applicable procedures. 
 Section 3.02.    Notes Redeemed in
Part. No Notes in denominations of $2,000 or less can be redeemed in part. 
 Section 3.03.    Optional
Redemption. (a) At any time prior to January 15, 2026 (two months prior to the maturity date of the 2026 Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to the greater of
the following amounts, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the 2026 Notes being redeemed to, but excluding, the date of redemption or purchase (“2026 Notes Optional Redemption
Date”) (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date): 

(i)    100% of the aggregate principal amount of the Notes to be redeemed; or 

(ii)    the sum of the present values of the Remaining Scheduled Payments due on such Notes, discounted to
the 2026 Notes Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points,
plus accrued and unpaid interest thereon to the 2026 Notes Optional Redemption Date. 
 On and after January 15, 2026 (two months prior
to the maturity date of the 2026 Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest, if any, on the
principal amount of the 2026 Notes being redeemed to, but excluding, such 2026 Notes Optional Redemption Date. 

  
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 Calculation of the foregoing shall be made by the Company or on the Company’s behalf by
such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee. 
 On
and after any 2026 Notes Optional Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption
price. 
 (b)    At any time prior to December 15, 2028 (three months prior to the maturity date of the 2029
Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the 2029
Notes being redeemed to, but excluding, the date of redemption or purchase (“2029 Notes Optional Redemption Date”) (subject to the right of the Holders of record on the relevant record date to receive interest due on the
relevant interest payment date): 
 (i)    100% of the aggregate principal amount of the Notes to be
redeemed; or 
 (ii)    the sum of the present values of the Remaining Scheduled Payments due on such
Notes, discounted to the 2029 Notes Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 25 basis points, plus accrued and unpaid interest thereon to the 2029 Notes Optional Redemption Date. 
 On and after December 15,
2028 (three months prior to the maturity date of the 2029 Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid
interest, if any, on the principal amount of the 2029 Notes being redeemed to, but excluding, such 2029 Notes Optional Redemption Date. 

Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall designate;
provided, however, that such calculation shall not be a duty or obligation of the Trustee. 
 On and after any 2029 Notes Optional
Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. 

(c)    At any time prior to September 15, 2048 (six months prior to the maturity date of the 2049 Notes), the Company
may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the 2049 Notes being redeemed
to, but excluding, the date of redemption or purchase (“2049 Notes Optional Redemption Date”) (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment
date): 
 (i)    100% of the aggregate principal amount of the Notes to be redeemed; or 

  
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 (ii)    the sum of the present values of the Remaining
Scheduled Payments due on such Notes, discounted to the 2049 Notes Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest thereon to the 2049 Notes Optional Redemption Date. 

On and after September 15, 2048 (six months prior to the maturity date of the 2049 Notes), the Company may, on any one or more occasions,
redeem, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest, if any, on the principal amount of the 2049 Notes being redeemed to, but excluding, such 2049 Notes Optional
Redemption Date. 
 Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company
shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee. 
 On and after any 2049 Notes
Optional Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. 

Except as described in this Section 3.03, the Notes will not be redeemable by us prior to maturity. The Trustee shall not be responsible
for calculating the redemption price. 
 Section 3.04.    Mandatory Redemption. Except as set forth in
Section 4.03 hereof, the Company shall not be required to make any mandatory redemption or sinking fund payments with respect to, or offer to purchase, any of the Notes. 

ARTICLE 4 

PARTICULAR COVENANTS 

Section 4.01.    Limitation on Liens. (a) The Company will not, and will not permit any of its
Subsidiaries to create or incur any Lien on any of its Principal Properties or upon any of the Capital Stock of any of the Company’s Subsidiaries, whether now existing or owned or hereafter created or acquired, without effectively providing
that the Notes shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except Permitted Liens. 

(b)    Notwithstanding (a) hereof, the Company and its Subsidiaries may, without securing any series of Notes, create
or incur Liens which would otherwise be subject to the restrictions set forth in (a) hereof, if after giving effect thereto, Aggregate Debt does not exceed 20% of Consolidated Net Tangible Assets calculated as of the date of the creation or
incurrence of the Lien. 

  
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 Section 4.02.    Limitation on Sale and Lease-Back Transactions.
(a) The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such Sale and Lease-Back Transaction between the Company
and one of its Subsidiaries or between its Subsidiaries, unless: 
 (i)    (a) such transaction was
entered into prior to the date hereof and (b) any extension, renewal, refinancing, replacement, amendment or modification of such transaction so long as the affected Principal Property is substantially the same as or similar in nature to the
Principal Property subject to the Sale and Lease-Back Transaction extended, renewed, refinanced, replaced, amended or modified; 

(ii)    such transaction involves a lease for less than three years; 

(iii)    the Company or such subsidiary would be entitled to incur Indebtedness secured by a Lien on the
Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction without equally and ratably securing the Notes pursuant to Section 4.01(a) hereof; or 

(iv)    the proceeds of such Sale and Lease-Back Transaction are at least equal to the fair market value of
the affected Principal Property (as determined in good faith by the Company’s board of directors) and the Company applies an amount equal to the net proceeds of such Sale and Lease-Back Transaction within 270 days of such Sale and Lease-Back
Transaction to any (or a combination) of (a) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of Indebtedness that is pari passu with or senior to the
Notes and that matures more than 12 months after its creation (including, for avoidance of doubt, the Notes), provided that, in lieu of applying such amount to the prepayment or retirement of such Indebtedness, the Company may deliver Notes to the
trustee for cancellation, such Notes to be credited at the cost thereof, or (b) the purchase, construction, development, expansion or improvement of other comparable Property. 

(b)    Notwithstanding (a) hereof, the Company or any of its Subsidiaries may enter into any Sale and Lease-Back
transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Aggregate Debt does not exceed 20% of Consolidated Net Tangible Assets calculated as of the closing date of
the Sale and Lease-Back transaction. 
 Section 4.03.    Offer to Purchase Upon Change of Control Triggering
Event. (a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes (the date of such occurrence, the “Change of Control Date”), unless the Company has exercised its right to
redeem the Notes of that series pursuant to Section 3.03 hereof, each Holder of Notes of such series shall have the right to require the Company to purchase such Holder’s Notes in whole or in part (in denominations equal to $2,000 or an


  
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integral multiple of $1,000 in excess thereof) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of such Notes, plus accrued and
unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to and in accordance with the offer described in this Section 4.03 (the “Change of Control
Offer”). 
 (b)    With respect to the Notes of each series, within 30 days following the Change of Control
Date the Company shall send, electronically or by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state: 

(i)    that the Change of Control Offer is being made pursuant to this Section 4.03 and that all Notes
of such series validly tendered will be accepted for payment; 
 (ii)    the Change of Control Purchase
Price and the Change of Control Purchase Date, which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”) other than as may be
required by law; 
 (iii)    that any Note of such series not tendered will continue to accrue interest;

 (iv)    that any Note of such series accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Payment Date unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes of such series and the only remaining right of the Holder is to receive
payment of the Change of Control Purchase Price upon surrender of the Notes of such series to the Paying Agent; 

(v)    that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer
may only elect to have such Note purchased in denominations equal to $2,000 or an integral multiple of $1,000 in excess thereof; 

(vi)     that if a Holder of a definitive Note of such series elects to have a Note of such series
purchased pursuant to the Change of Control Offer it will be required to surrender the Note of such series, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or Holders of Global Notes must
transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; 

(vii)    that a Holder will be entitled to withdraw its election if the Company receives, not later than
the third Business Day preceding the Change of Control Payment Date, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is
withdrawing its election to have such Note purchased; and 

  
 23 













 (viii)    that if Notes of such series are purchased
only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. 

(c)    With respect to the Notes of each series, on or before the Change of Control Payment Date, the Company shall, to
the extent lawful, accept for payment, all Notes of such series or portions thereof validly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this Section 4.03. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and, in the case of a definitive Note, the Company shall promptly issue a new Note, and the Trustee, upon receipt of a Company Order, shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. 

(d)    The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws
or regulations conflict with the provisions under this Section 4.03, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.03 by virtue
thereof. 
 (e)    The Company shall not be required to make a Change of Control Offer if a third party makes such an
offer in the manner and at the times required and otherwise in compliance with the requirements for such an offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. 

ARTICLE 5 

SUCCESSORS 

Section 5.01.    Merger, Consolidation or Sale of Assets. The Notes shall not have the benefits of
Section 5.01 of the Base Indenture. The following Section 5.01 replaces Section 5.01 of the Base Indenture in its entirety with respect to the Notes. 

  
 24 













 The Company shall not merge or consolidate with any other Person or Persons (whether or not
affiliated with the Company) or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property or assets to any other Person or Persons (whether or not affiliated with the Company), unless: 

(i)    either: (1) the transaction is a merger or consolidation and the Company is the surviving
entity; or (2) the successor Person (or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the Company’s property or assets) is a corporation, limited liability company, partnership, trust or other
entity organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes, if required by law to effectuate the assumption, by a supplemental indenture, all of the Company’s obligations under the
Notes and the Indenture; 
 (ii)    immediately after giving effect to the transaction and treating the
Company’s obligations in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no Event of Default (and no event or condition which, after notice or lapse of time or both, would become an
Event of Default) shall have occurred and be continuing under the Indenture; and 
 (iii)    an
Officer’s Certificate is delivered to the Trustee to the effect that both of the conditions set forth in clauses (i) and (ii) above have been satisfied and an Opinion of Counsel has been delivered to the Trustee to the effect that
condition (i) set forth above has been satisfied and/or that any conditions precedent in connection with this Third Supplemental Indenture have been satisfied in accordance with the terms of the Base Indenture.  

In the event of any of the above transactions, if there is a successor Person as described in paragraph (i)(2) immediately above, then the
successor will expressly assume and be bound by all of the Company’s obligations and duties under the Indenture and automatically be substituted for the Company in the Indenture and as issuer of the Notes and may exercise every right and power
of the Company under the Indenture with the same effect as if such successor Person had been named in the Company’s place in the Indenture. Further, if the transaction is in the form of a sale or conveyance, after any such transfer (except in
the case of a lease), the Company will be discharged from all obligations and covenants under the Indenture and all Notes issued thereunder. 

ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01.    Events of Default. The Notes shall not have the benefit of the Events of Default set forth in
the Base Indenture. Instead, each of the following is an “Event of Default” with respect to each series of the Notes: 

(a)    default in paying interest on the Notes of such series when it becomes due and the default continues for a period of
30 days or more; 
 (b)    default in paying principal, or premium, if any, on the Notes of such series when due; 

  
 25 













 (c)    failure to make the required payment in connection with a Change
of Control Triggering Event when due and payable in accordance with the terms of the Indenture; 
 (d)    default in the
performance or breach of any other covenant by the Company relating to the Notes of such series, and the default or breach continues uncured for a period of 90 days or more after the Company receives written notice from the trustee or the Company
and the trustee receive written notice from the Holders of at least 25% in aggregate principal amount of the outstanding Notes of the applicable series as provided in the Indenture; 

(e)    (i) a failure to make any payment at maturity, including any applicable grace period, of any of the Company’s
Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries) in an amount in excess of $100 million and continuance of this failure to pay or (ii) a default on any of the Company’s Indebtedness (other than
Indebtedness the Company owes to any of its Subsidiaries), which default results in the acceleration of the maturity such Indebtedness in an amount in excess of $100 million without such Indebtedness having been discharged or the acceleration
having been cured, waived, rescinded or annulled, in the case of clause (i) or (ii) above, for a period of 30 days after written notice thereof to the Company by the trustee or to the Company and the trustee by the Holders of not less than 25%
in aggregate principal amount of the outstanding Notes of the applicable series as provided in the Indenture; provided, however, that if any failure, default or acceleration referred to in clause (i) or (ii) above ceases or is cured, waived,
rescinded or annulled, then the event of default will be deemed cured; 
 (f)    a decree or order by a court having
jurisdiction in the premises shall have been entered adjudging the Company or any of its Subsidiaries bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company or any of its Subsidiaries under the Federal
Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or any of its Subsidiaries or of all or substantially all of the property of the Company or any of its
Subsidiaries, or for the winding up or liquidation of the affairs of the Company or any of its Subsidiaries, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; and 

(g)    the Company or any of its Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against the Company or such subsidiary, or shall file a petition or answer or consent seeking reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or
shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment
for the benefit of creditors, or shall admit in writing the inability of the Company or such subsidiary to pay its debts generally as they become due. 

  
 26 













 ARTICLE 7 

MODIFICATION AND WAIVER 

Section 7.01.    Without Consent of Holders of Notes. The Notes shall not have the benefits of Sections 9.01
and 9.02 of the Base Indenture. The following Section 7.01 and Section 7.02 replace Sections 9.01 and 9.02 of the Base Indenture in its entirety with respect to the Notes. 

Notwithstanding Section 7.02 hereof, the Company may amend or modify the Base Indenture without the consent of any Holders of Notes in
order to: 
 (a)    cure any ambiguity or to correct or supplement any provision contained in the Base Indenture or in
this Third Supplemental Indenture that may be defective or inconsistent with any other provision contained herein or therein, or make such other provisions in regard to matters or questions arising under the Base Indenture or this Third Supplemental
Indenture that shall not adversely affect the interests of the Holders of any Notes; provided, however, that any amendment made solely to conform the provisions of the Base Indenture to the description of the Notes contained in the prospectus or
other offering document pursuant to which the Initial Notes or any Additional Notes were sold will not be deemed to adversely affect the interests of the Holders of such Notes, as evidenced by an Officer’s Certificate (upon which the Trustee
may conclusively rely) stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; 

(b)    add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the
protection of the Holders of all or any series of Notes (and if such covenants are to be for the benefit of less than all series of Notes, stating that such covenants are expressly being included for the benefit of such series) as the Board of
Directors of the Company shall consider to be for the protection of the Holders of such Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a
default or an Event of Default permitting the enforcement of all or any of the several remedies provided in the Base Indenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default; 

(c)    provide for the issuance of and establish the form and terms and conditions of Notes of any series as permitted by
the Base Indenture; 
 (d)    provide for the assumption of the Company obligations to the Holders of the Notes by a
successor to the Company pursuant to Article 5 of the Base Indenture; 

  
 27 













 (e)    make any change that would provide any additional rights or
benefits to the Holders of all or any series of Notes or that does not adversely affect the legal rights hereunder of any Holder; 

(f)    add guarantees with respect to the Notes of any series or provide security for the Notes of any series; 

(g)    evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Initial
Notes or any Additional Notes and add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; 

(h)    comply with requirements of the SEC in order to effect or maintain the qualification of the Base Indenture under the
Trust Indenture Act of 1939, as amended. 
 Other amendments and modifications of the Base Indenture or the Notes may be made with the
consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes of the affected series, and the Company’s compliance with any provision of the Base Indenture with respect to the Notes may be waived
by written notice to the Trustee by the Holders of a majority of the aggregate principal amount of the outstanding Notes of the affected series. 

Section 7.02.    With Consent of Holders of Notes. Without the consent of each Holder affected, an amendment
or waiver under this Section 7.02 may not, with respect to any Notes held by a non-consenting Holder: 

(a)    reduce the principal amount, any premium or change the fixed maturity of the Notes, or alter or waive the redemption
provisions of the Notes; 
 (b)    change any place of payment or where the Notes of any series or interest thereon is
payable; 
 (c)    make any change in the provisions of the Base Indenture relating to waivers of past Defaults or the
rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes and to institute suit for the enforcement of any such payments; 

(d)    reduce the rate (or alter the method of computation) of or extend the time for payment of interest, including
default interest, on any Note; 
 (e)    adversely affect the ranking of the Notes as the Company’s senior unsecured
indebtedness; 
 (f)    make any change to the amendment and modification provisions in the Base Indenture; or 

  
 28 













 (g)    reduce the percentage in principal amount of any Notes, the
consent of the Holders of which is required for any of the foregoing modifications or otherwise necessary to modify, supplement or amend the Indenture or to waive any past default. 

ARTICLE 8 

MISCELLANEOUS 

Section 8.01.    Trust Indenture Act Controls. If any provision of this Third Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties will control. 

Section 8.02.    Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE
THIS Third SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 8.03.    Successors. All agreements of the Company in this Third Supplemental Indenture and the Notes
will bind its successors. All agreements of the Trustee in this Third Supplemental Indenture will bind its successors. 

Section 8.04.    Severability. In case any provision in this Third Supplemental Indenture or in the Notes will
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

Section 8.05.    Counterpart Originals. The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes. 
 Section 8.06.    Table of Contents, Headings,
Etc. The Table of Contents and Headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and will in no
way modify or restrict any of the terms or provisions hereof. 
 Section 8.07.    Validity or Sufficiency of
Third Supplemental Indenture. The Trustee is not responsible for the validity or sufficiency of this Third Supplemental Indenture, or for the recitals contained herein. 

  
 29 













 Section 8.08.    Waiver of Jury Trial. EACH OF THE COMPANY
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 Section 8.09.    Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect, including, without limitation, the legal and covenant defeasance
provisions set forth in Sections 8.01, 8.02, 8.03 and 8.04 thereof, which shall apply in respect of the Notes. This Third Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. 
 Section 8.10.    Rights of Trustee. In the
avoidance of doubt, all of the Trustee’s rights, protections and immunities set forth in the Base Indenture shall inure to the benefit of the Trustee acting hereunder. 

[Signatures on following page] 

  
 30 













 Dated: March 4, 2019 

 

					
	LAM RESEARCH CORPORATION
		
	By:	 	/s/ Douglas R. Bettinger
		 	Name:	 	Douglas R. Bettinger
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Third Supplemental Indenture] 













 Dated: March 4, 2019 

 

					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Karen Yu
		 	Name:	 	Karen Yu
		 	Title:	 	Vice President



  
 [Signature Page to
Third Supplemental Indenture] 













 EXHIBIT A 

(Face of Note) 
 “THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE THIRD SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE THIRD SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE THIRD
SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (‘DTC’) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

  
 A-1 













 CUSIP: 512807 AS7 

3.750% Senior Notes due 2026 
  

	 No.         
	 $                 



LAM RESEARCH CORPORATION 
 promises to pay to
CEDE & CO. or registered assigns, the principal sum of          Dollars on March 15, 2026 

Interest Payment Dates: March 15 and September 15 

Record Dates: March 1 and September 1 
 Dated:
March 4, 2019 

  
 A-2 













 
					
	LAM RESEARCH CORPORATION
		
	By:	 	 
		 	Name:	 	Douglas R. Bettinger
		 	Title:	 	Executive Vice President and Chief Financial Officer


 Date:
                    , 2019 

  
 A-3 













 This is one of the Global Notes 

referred to in the 
 within-mentioned Third Supplemental
Indenture: 
 Dated:                     , 2019

  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 
		 	Authorized Signatory


  
 A-4 













 (Reverse of Note) 

3.750% Senior Notes due 2026 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1.    INTEREST. Lam Research Corporation, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 3.750% per annum from the date hereof until maturity. The Company will pay interest semi-annually on March 15 and September 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each an “Interest Payment Date”). Interest on the 2026 Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such
next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date will be September 15, 2019. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to the then applicable interest rate on the 2026 Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2.    METHOD OF PAYMENT. The Company will pay interest on the 2026 Notes (except defaulted interest) to the Persons
who are registered Holders of 2026 Notes at the close of business on the March 1 or September 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the 2026 Notes will be payable at the office or agency of the Paying Agent and Registrar or, at the option
of the Company, payment of interest may be made by check mailed to the Holders of the Definitive Notes at their respective addresses set forth in the register of Holders of 2026 Notes; provided that all payments of principal, premium and
interest with respect to 2026 Notes the Holders of which have given wire transfer instructions to the Trustee will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Such payment
will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3.    PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
 A-5 













 4.    INDENTURE. This Note is one of a duly authenticated series
of securities of the Company issued and to be issued in one or more series under an indenture (the “Base Indenture”), dated as of February 13, 2015, between the Company and the Trustee, as supplemented by the Third Supplemental
Indenture (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of March 4, 2019, between the Company and the Trustee. The terms of the 2026 Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The 2026 Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note
conflicts with the express provisions of the Third Supplemental Indenture, the provisions of the Third Supplemental Indenture will govern and be controlling. The Company will be entitled to issue Additional Notes pursuant to Section 2.03 of the
Third Supplemental Indenture. 
 5.    OPTIONAL REDEMPTION. At any time prior to January 15, 2026 (two
months prior to the maturity date of the 2026 Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest,
if any, on the principal amount of the 2026 Notes being redeemed to, but excluding, the date of redemption or purchase (“2026 Notes Optional Redemption Date”) (subject to the right of the Holders of record on the relevant
record date to receive interest due on the relevant interest payment date): 
 (i)    100% of the
aggregate principal amount of the 2026 Notes to be redeemed; or 
 (ii)    the sum of the present values
of the Remaining Scheduled Payments due on such Notes, discounted to the 2026 Notes Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest thereon to the 2026 Notes Optional Redemption Date. 

On and after January 15, 2026 (two months prior to the maturity date of the 2026 Notes), the Company may, on any one or more occasions,
redeem, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount of the 2026 Notes being redeemed to, but excluding, such 2026 Notes Optional Redemption
Date. 
 Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall
designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee. 
 On and after any 2026 Notes
Optional Redemption Date, interest will cease to accrue on the 2026 Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. 

  
 A-6 













 6.    MANDATORY REDEMPTION. Except as set forth in
Section 4.03 of the Third Supplemental Indenture, the Company shall not be required to make any mandatory redemption or sinking fund payments with respect to, or offer to purchase, any of the 2026 Notes. 

7.    REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, unless the
Company has exercised its right to redeem the Notes pursuant to Section 3.03 of the Third Supplemental Indenture, the Company will be required to offer to purchase all of the outstanding 2026 Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. 

8.    NOTICE OF REDEMPTION. The Company will send electronically or by first class mail notice of any redemption at
least 30 days but not more than 60 days before the redemption date to each Holder of the 2026 Notes to be redeemed setting forth the information to be stated in such notice as provided in Section 3.03 of the Base Indenture (with written notice
to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Company to send such notice or cause such notice to be sent in the
Company’s name and at the Company’s expense). If less than all of the 2026 Notes are to be redeemed, the 2026 Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by such method the Trustee deems to be fair
and appropriate, in each case in accordance with DTC’s applicable procedures. 
 9.    DENOMINATIONS, TRANSFER,
EXCHANGE. The 2026 Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The 2026 Notes may be transferred or exchanged as provided in the Third Supplemental Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Third Supplemental Indenture. The Company
need not exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any 2026 Notes for a period of
15 days before a selection of 2026 Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

10.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

11.    AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain
exceptions, amendments or modifications to the Third Supplemental Indenture or the 2026 Notes may be made with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding 2026 Notes affected by the
amendment or modification, and compliance by the Company with any provision of the Indenture with respect to the 2026 Notes may be waived by written notice to the Trustee by the Holders of a majority of the aggregate


  
 A-7 













 
principal amount of the outstanding 2026 Notes affected by the waiver. Without the consent of any Holder of the 2026 Notes, the Third Supplemental Indenture or the 2026 Notes may be amended or
modified in order to, among other things: cure any ambiguity, defect or inconsistency; secure the 2026 Notes, add events of default, covenants or guarantees with respect to the 2026 Notes or make any other change that would provide any additional
rights or benefits to the Holders of the 2026 Notes; obtain or maintain the qualification of the Indenture under the Trust Indenture Act; or make any other change that does not adversely affect the interests of any Holder of the 2026 Notes. Subject
to certain exceptions, the Holders of at least a majority in principal amount of the outstanding 2026 Notes may on behalf of the Holders of all 2026 Notes waive the Company’s compliance with provisions of the Indenture and waive any past
default under the Indenture with respect to the 2026 Notes and its consequences. 
 12.    DEFAULTS AND REMEDIES.
An “EVENT OF DEFAULT” occurs if there is: 
 (i)    default in paying interest on the 2026
Notes when it becomes due and the default continues for a period of 30 days or more; or 

(ii)    default in paying principal, or premium, if any, on the 2026 Notes when due; or 

(iii)    failure to make the required payment in connection with a Change of Control Triggering Event when
due and payable in accordance with the terms of the Indenture; or 
 (iv)    default in the performance
or breach of any other covenant by the Company relating to the 2026 Notes, and the default or breach continues uncured for a period of 90 days or more after the Company receives written notice from the Trustee or the Company and the Trustee receive
written notice from the Holders of at least 25% in aggregate principal amount of the outstanding 2026 Notes as provided in the Indenture; or 

(v)    (a) a failure to make any payment at maturity, including any applicable grace period, of any of the
Company’s Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries) in an amount in excess of $100 million and continuance of this failure to pay or (b) a default on any of the Company’s
Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries), which default results in the acceleration of the maturity such Indebtedness in an amount in excess of $100 million without such Indebtedness having been
discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above, for a period of 30 days after written notice thereof to the Company by the Trustee or to the Company and the Trustee by the
Holders of not less than 25% in aggregate principal amount of the outstanding 2026 Notes as provided in the Indenture; provided, however, that if any failure, default or acceleration referred to in clause (a) or (b) above ceases or is cured,
waived, rescinded or annulled, then the event of default will be deemed cured; or 

  
 A-8 













 (vi)    certain events of bankruptcy, insolvency or
reorganization with respect to the Company pursuant to Section 6.01 of the Third Supplemental Indenture. 
 If any Event of Default
occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the then outstanding 2026 Notes may, by notice in writing to the Company (and to the Trustee if given by the Holders), declare all the 2026 Notes to be
due and payable immediately the principal of, and accrued and unpaid interest, if any, on all of the 2026 Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect
to the Company, the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2026 Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holders of 2026 Notes. Holders may not enforce the Indenture or the 2026 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding 2026 Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2026 Notes notice of any continuing Default or Event of Default if it, in good faith, determines that withholding notice is in their interest, except a
Default or Event of Default relating to the payment of principal or interest. The Holders of a majority in aggregate principal amount of the 2026 Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the 2026 Notes
waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the 2026 Notes or in respect if a covenant or a provision
that cannot be modified or amended without the consent of all Holders of the 2026 Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

13.    TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

14.    NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company, as
such, will not have any liability for any obligations of the Company under the 2026 Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2026 Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the 2026 Notes. 

15.    AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. 

  
 A-9 













 16.    ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act). 
 17.    CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 2026 Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the 2026 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written
request and without charge a copy of the Base Indenture and the Third Supplemental Indenture. Requests may be made to: 
 Lam Research
Corporation 
 4650 Cushing Parkway 

Fremont, CA 94538 
 Tel No.: (510)
572-1615 
 Attention: Investor Relations 

  
 A-10 













 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	 
		 	(Insert assignee’s legal name)

  
       

 
 (Insert assignee’s soc. sec. or
tax I.D. no.) 
  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
  

			
	and irrevocably appoint	  	 
	to transfer this Note on the books of the Company: The agent may substitute another to act for him.


Date:                     

 

			
		
	Your Signature:	 	 
		 	(sign exactly as your name appears on the face of this senior note)


 
			
		
	Tax Identification No.:	 	 


 
			
		
	Signature Guarantee:	 	 


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-11 













 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.03 of the Third Supplemental Indenture, check the
box below: 
 Section 4.03 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.03 of the Third Supplemental Indenture,
state the amount you elect to have purchased: 
 $ 
 Date:
                     
  

			
		
	Your Signature:	 	 
		 	(sign exactly as your name appears on the face of this senior note)


 
			
		
	Tax Identification No.:	 	 


 
			
		
	Signature Guarantee:	 	 


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-12 













 EXHIBIT B 

(Face of Note) 
 “THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE THIRD SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE THIRD SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE THIRD
SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (‘DTC’) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

  
 B-1 













 CUSIP: 512807 AU2 

4.000% Senior Notes due 2029 
  

	 No.         
	 $                 



LAM RESEARCH CORPORATION 
 promises to pay to
CEDE & CO. or registered assigns, the principal sum of          Dollars on March 15, 2029 

Interest Payment Dates: March 15 and September 15 

Record Dates: March 1 and September 1 
 Dated:
March 4, 2019 

  
 B-2 













 
					
	LAM RESEARCH CORPORATION
		
	By:	 	 
		 	Name:	 	Douglas R. Bettinger
		 	Title:	 	Executive Vice President and Chief Financial Officer


 Date:
                    , 2019 

  
 B-3 













 This is one of the Global 

Notes referred to in the 
 within-mentioned Third Supplemental
Indenture: 
 Dated:                     , 2019

  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 
		 	Authorized Signatory


  
 B-4 













 (Reverse of Note) 

4.000% Senior Notes due 2029 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1.    INTEREST. Lam Research Corporation, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 4.000% per annum from the date hereof until maturity. The Company will pay interest semi-annually on March 15 and September 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each an “Interest Payment Date”). Interest on the 2029 Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such
next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date will be September 15, 2019. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to the then applicable interest rate on the 2029 Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2.    METHOD OF PAYMENT. The Company will pay interest on the 2029 Notes (except defaulted interest) to the Persons
who are registered Holders of 2029 Notes at the close of business on the March 1 or September 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the 2029 Notes will be payable at the office or agency of the Paying Agent and Registrar or, at the option
of the Company, payment of interest may be made by check mailed to the Holders of the Definitive Notes at their respective addresses set forth in the register of Holders of 2029 Notes; provided that all payments of principal, premium and
interest with respect to 2029 Notes the Holders of which have given wire transfer instructions to the Trustee will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Such payment
will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3.    PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
 B-5 













 4.    INDENTURE. This Note is one of a duly authenticated series
of securities of the Company issued and to be issued in one or more series under an indenture (the “Base Indenture”), dated as of February 13, 2015, between the Company and the Trustee, as supplemented by the Third Supplemental
Indenture (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of March 4, 2019, between the Company and the Trustee. The terms of the 2029 Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The 2029 Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note
conflicts with the express provisions of the Third Supplemental Indenture, the provisions of the Third Supplemental Indenture will govern and be controlling. The Company will be Third to issue Additional Notes pursuant to Section 2.03 of the
Third Supplemental Indenture. 
 5.    OPTIONAL REDEMPTION. At any time prior to December 15, 2028 (three
months prior to the maturity date of the 2029 Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest,
if any, on the principal amount of the 2029 Notes being redeemed to, but excluding, the date of redemption or purchase (“2029 Notes Optional Redemption Date”) (subject to the right of the Holders of record on the relevant
record date to receive interest due on the relevant interest payment date): 
 (i)    100% of the
aggregate principal amount of the 2029 Notes to be redeemed; or 
 (ii)    the sum of the present values
of the Remaining Scheduled Payments due on such Notes, discounted to the 2029Notes Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to the 2029 Notes Optional Redemption Date. 

On and after December 15, 2028 (three months prior to the maturity date of the 2029 Notes), the Company may, on any one or more
occasions, redeem, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount of the 2029 Notes being redeemed to, but excluding, such 2029 Notes Optional
Redemption Date. 
 Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company
shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee. 
 On and after any 2029 Notes
Optional Redemption Date, interest will cease to accrue on the 2029 Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. 

  
 B-6 













 6.    MANDATORY REDEMPTION. Except as set forth in
Section 4.03 of the Third Supplemental Indenture, the Company shall not be required to make any mandatory redemption or sinking fund payments with respect to, or offer to purchase, any of the 2029 Notes. 

7.    REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, unless the
Company has exercised its right to redeem the Notes pursuant to Section 3.03 of the Third Supplemental Indenture, the Company will be required to offer to purchase all of the outstanding 2029 Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. 

8.    NOTICE OF REDEMPTION. The Company will send electronically or by first class mail notice of any redemption at
least 30 days but not more than 60 days before the redemption date to each Holder of the 2029 Notes to be redeemed setting forth the information to be stated in such notice as provided in Section 3.03 of the Base Indenture (with written notice
to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Company to send such notice or cause such notice to be sent in the
Company’s name and at the Company’s expense). If less than all of the 2029 Notes are to be redeemed, the 2029 Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by such method the Trustee deems to be fair
and appropriate, in each case in accordance with DTC’s applicable procedures. 
 9.    DENOMINATIONS, TRANSFER,
EXCHANGE. The 2029 Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The 2029 Notes may be transferred or exchanged as provided in the Third Supplemental Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Third Supplemental Indenture. The Company
need not exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any 2029 Notes for a period of
15 days before a selection of 2029 Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

10.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

11.    AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain
exceptions, amendments or modifications to the Third Supplemental Indenture or the 2029 Notes may be made with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding 2029 Notes affected by the
amendment or modification, and compliance by the Company with any provision of the Indenture with respect to the 2029 Notes may be waived by written notice to the Trustee by the Holders of a majority of the aggregate


  
 B-7 













 
principal amount of the outstanding 2029 Notes affected by the waiver. Without the consent of any Holder of the 2029 Notes, the Third Supplemental Indenture or the 2029 Notes may be amended or
modified in order to, among other things: cure any ambiguity, defect or inconsistency; secure the 2029 Notes, add events of default, covenants or guarantees with respect to the 2029 Notes or make any other change that would provide any additional
rights or benefits to the Holders of the 2029 Notes; obtain or maintain the qualification of the Indenture under the Trust Indenture Act; or make any other change that does not adversely affect the interests of any Holder of the 2029 Notes. Subject
to certain exceptions, the Holders of at least a majority in principal amount of the outstanding 2029 Notes may on behalf of the Holders of all 2029 Notes waive the Company’s compliance with provisions of the Indenture and waive any past
default under the Indenture with respect to the 2029 Notes and its consequences. 
 12.    DEFAULTS AND REMEDIES.
An “EVENT OF DEFAULT” occurs if there is: 
 (i)    default in paying interest on the 2029
Notes when it becomes due and the default continues for a period of 30 days or more; or 

(ii)    default in paying principal, or premium, if any, on the 2029 Notes when due; or 

(iii)    failure to make the required payment in connection with a Change of Control Triggering Event when
due and payable in accordance with the terms of the Indenture; or 
 (iv)    default in the performance
or breach of any other covenant by the Company relating to the 2029 Notes, and the default or breach continues uncured for a period of 90 days or more after the Company receives written notice from the Trustee or the Company and the Trustee receive
written notice from the Holders of at least 25% in aggregate principal amount of the outstanding 2029 Notes as provided in the Indenture; or 

(v)    (a) a failure to make any payment at maturity, including any applicable grace period, of any of the
Company’s Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries) in an amount in excess of $100 million and continuance of this failure to pay or (b) a default on any of the Company’s
Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries), which default results in the acceleration of the maturity such Indebtedness in an amount in excess of $100 million without such Indebtedness having been
discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above, for a period of 30 days after written notice thereof to the Company by the Trustee or to the Company and the Trustee by the
Holders of not less than 25% in aggregate principal amount of the outstanding 2029 Notes as provided in the Indenture; provided, however, that if any failure, default or acceleration referred to in clause (a) or (b) above ceases or is cured,
waived, rescinded or annulled, then the event of default will be deemed cured; or 

  
 B-8 













 (vi)    certain events of bankruptcy, insolvency or
reorganization with respect to the Company pursuant to Section 6.01 of the Third Supplemental Indenture. 
 If any Event of Default
occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the then outstanding 2029 Notes may, by notice in writing to the Company (and to the Trustee if given by the Holders), declare all the 2029 Notes to be
due and payable immediately the principal of, and accrued and unpaid interest, if any, on all of the 2029 Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect
to the Company, the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2029 Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holders of 2029 Notes. Holders may not enforce the Indenture or the 2029 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding 2029 Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2029 Notes notice of any continuing Default or Event of Default if it, in good faith, determines that withholding notice is in their interest, except a
Default or Event of Default relating to the payment of principal or interest. The Holders of a majority in aggregate principal amount of the 2029 Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the 2029 Notes
waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the 2029 Notes or in respect if a covenant or a provision
that cannot be modified or amended without the consent of all Holders of the 2029 Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

13.    TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

14.    NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company, as
such, will not have any liability for any obligations of the Company under the 2029 Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2029 Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the 2029 Notes. 

15.    AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. 

  
 B-9 













 16.    ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act). 
 17.    CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 2029 Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the 2029 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written
request and without charge a copy of the Base Indenture and the Third Supplemental Indenture. Requests may be made to: 
 Lam Research
Corporation 
 4650 Cushing Parkway 

Fremont, CA 94538 
 Tel No.: (510)
572-1615 
 Attention: Investor Relations 

  
 B-10 













 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	 
		 	(Insert assignee’s legal name)

  
       

 
 (Insert assignee’s soc. sec. or
tax I.D. no.) 
  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
  

			
	and irrevocably appoint	  	 
	to transfer this Note on the books of the Company: The agent may substitute another to act for him.


Date:                     

 

			
		
	Your Signature:	 	 
		 	(sign exactly as your name appears on the face of this senior note)


 
			
		
	Tax Identification No.:	 	 


 
			
		
	Signature Guarantee:	 	 


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-11 













 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.03 of the Third Supplemental Indenture, check the
box below: 
 Section 4.03 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.03 of the Third Supplemental Indenture,
state the amount you elect to have purchased: 
 $ 
 Date:
                     
  

			
		
	Your Signature:	 	 
		 	(sign exactly as your name appears on the face of this senior note)


 
			
		
	Tax Identification No.:	 	 


 
			
		
	Signature Guarantee:	 	 


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-12 













 EXHIBIT C 

(Face of Note) 
 “THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE THIRD SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE THIRD SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE THIRD
SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (‘DTC’) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

  
 C-1 













 CUSIP: 512807 AT5 

4.875% Senior Notes due 2049 
  

	 No.         
	 $                 



LAM RESEARCH CORPORATION 
 promises to pay to
CEDE & CO. or registered assigns, the principal sum of          Dollars on March 15, 2049 

Interest Payment Dates: March 15 and September 15 

Record Dates: March 1 and September 1 
 Dated:
March 4, 2019 

  
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	LAM RESEARCH CORPORATION
		
	By:	 	 
		 	Name:	 	Douglas R. Bettinger
		 	Title:	 	Executive Vice President and Chief Financial Officer


 Date:
                    , 2019 

  
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 This is one of the Global 

Notes referred to in the 
 within-mentioned Third Supplemental
Indenture: 
 Dated:                     , 2019

  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 
		 	Authorized Signatory


  
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 (Reverse of Note) 

4.875% Senior Notes due 2049 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1.    INTEREST. Lam Research Corporation, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 4.875% per annum from the date hereof until maturity. The Company will pay interest semi-annually on March 15 and September 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each an “Interest Payment Date”). Interest on the 2049 Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such
next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date will be September 15, 2019. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to the then applicable interest rate on the 2049 Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2.    METHOD OF PAYMENT. The Company will pay interest on the 2049 Notes (except defaulted interest) to the Persons
who are registered Holders of 2049 Notes at the close of business on the March 1 or September 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the 2049 Notes will be payable at the office or agency of the Paying Agent and Registrar or, at the option
of the Company, payment of interest may be made by check mailed to the Holders of the Definitive Notes at their respective addresses set forth in the register of Holders of 2049 Notes; provided that all payments of principal, premium and
interest with respect to 2049 Notes the Holders of which have given wire transfer instructions to the Trustee will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Such payment
will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3.    PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
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 4.    INDENTURE. This Note is one of a duly authenticated series
of securities of the Company issued and to be issued in one or more series under an indenture (the “Base Indenture”), dated as of February 13, 2015, between the Company and the Trustee, as supplemented by the Third Supplemental
Indenture (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of March 4, 2019, between the Company and the Trustee. The terms of the 2049 Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The 2049 Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note
conflicts with the express provisions of the Third Supplemental Indenture, the provisions of the Third Supplemental Indenture will govern and be controlling. The Company will be entitled to issue Additional Notes pursuant to Section 2.03 of the
Third Supplemental Indenture. 
 5.    OPTIONAL REDEMPTION. At any time prior to September 15, 2048 (six
months prior to the maturity date of the 2049 Notes), the Company may, on any one or more occasions, redeem, in whole or in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest,
if any, on the principal amount of the 2049 Notes being redeemed to, but excluding, the date of redemption or purchase (“2049 Notes Optional Redemption Date”) (subject to the right of the Holders of record on the relevant
record date to receive interest due on the relevant interest payment date): 
 (iii)    100% of the
aggregate principal amount of the 2049 Notes to be redeemed; or 
 (iv)    the sum of the present values
of the Remaining Scheduled Payments due on such Notes, discounted to the 2049 Notes Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest thereon to the 2049 Notes Optional Redemption Date. 

On and after September 15, 2048 (six months prior to the maturity date of the 2049 Notes), the Company may, on any one or more occasions,
redeem, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount of the 2049 Notes being redeemed to, but excluding, such 2049 Notes Optional Redemption
Date. 
 Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall
designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee. 
 On and after any 2049 Notes
Optional Redemption Date, interest will cease to accrue on the 2049 Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. 

  
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 6.    MANDATORY REDEMPTION. Except as set forth in
Section 4.03 of the Third Supplemental Indenture, the Company shall not be required to make any mandatory redemption or sinking fund payments with respect to, or offer to purchase, any of the 2049 Notes. 

7.    REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, unless the
Company has exercised its right to redeem the Notes pursuant to Section 3.03 of the Third Supplemental Indenture, the Company will be required to offer to purchase all of the outstanding 2049 Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. 

8.    NOTICE OF REDEMPTION. The Company will send electronically or by first class mail notice of any redemption at
least 30 days but not more than 60 days before the redemption date to each Holder of the 2049 Notes to be redeemed setting forth the information to be stated in such notice as provided in Section 3.03 of the Base Indenture (with written notice
to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Company to send such notice or cause such notice to be sent in the
Company’s name and at the Company’s expense). If less than all of the 2049 Notes are to be redeemed, the 2049 Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot or by such method the Trustee deems to be fair
and appropriate, in each case in accordance with DTC’s applicable procedures. 
 9.    DENOMINATIONS, TRANSFER,
EXCHANGE. The 2049 Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The 2049 Notes may be transferred or exchanged as provided in the Third Supplemental Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Third Supplemental Indenture. The Company
need not exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any 2049 Notes for a period of
15 days before a selection of 2049 Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

10.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

11.    AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain
exceptions, amendments or modifications to the Third Supplemental Indenture or the 2049 Notes may be made with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding 2049 Notes affected by the
amendment or modification, and compliance by the Company with any provision of the Indenture with respect to the 2049 Notes may be waived by written notice to the Trustee by the Holders of a majority of the aggregate


  
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principal amount of the outstanding 2049 Notes affected by the waiver. Without the consent of any Holder of the 2049 Notes, the Third Supplemental Indenture or the 2049 Notes may be amended or
modified in order to, among other things: cure any ambiguity, defect or inconsistency; secure the 2049 Notes, add events of default, covenants or guarantees with respect to the 2049 Notes or make any other change that would provide any additional
rights or benefits to the Holders of the 2049 Notes; obtain or maintain the qualification of the Indenture under the Trust Indenture Act; or make any other change that does not adversely affect the interests of any Holder of the 2049 Notes. Subject
to certain exceptions, the Holders of at least a majority in principal amount of the outstanding 2049 Notes may on behalf of the Holders of all 2049 Notes waive the Company’s compliance with provisions of the Indenture and waive any past
default under the Indenture with respect to the 2049 Notes and its consequences. 
 12.    DEFAULTS AND REMEDIES.
An “EVENT OF DEFAULT” occurs if there is: 
 (i)    default in paying interest on the 2049
Notes when it becomes due and the default continues for a period of 30 days or more; or 

(ii)    default in paying principal, or premium, if any, on the 2049 Notes when due; or 

(iii)    failure to make the required payment in connection with a Change of Control Triggering Event when
due and payable in accordance with the terms of the Indenture; or 
 (iv)    default in the performance
or breach of any other covenant by the Company relating to the 2049 Notes, and the default or breach continues uncured for a period of 90 days or more after the Company receives written notice from the Trustee or the Company and the Trustee receive
written notice from the Holders of at least 25% in aggregate principal amount of the outstanding 2049 Notes as provided in the Indenture; or 

(v)    (a) a failure to make any payment at maturity, including any applicable grace period, of any of the
Company’s Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries) in an amount in excess of $100 million and continuance of this failure to pay or (b) a default on any of the Company’s
Indebtedness (other than Indebtedness the Company owes to any of its Subsidiaries), which default results in the acceleration of the maturity such Indebtedness in an amount in excess of $100 million without such Indebtedness having been
discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above, for a period of 30 days after written notice thereof to the Company by the Trustee or to the Company and the Trustee by the
Holders of not less than 25% in aggregate principal amount of the outstanding 2049 Notes as provided in the Indenture; provided, however, that if any failure, default or acceleration referred to in clause (a) or (b) above ceases or is cured,
waived, rescinded or annulled, then the event of default will be deemed cured; or 

  
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 (vi)    certain events of bankruptcy, insolvency or
reorganization with respect to the Company pursuant to Section 6.01 of the Third Supplemental Indenture. 
 If any Event of Default
occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the then outstanding 2049 Notes may, by notice in writing to the Company (and to the Trustee if given by the Holders), declare all the 2049 Notes to be
due and payable immediately the principal of, and accrued and unpaid interest, if any, on all of the 2049 Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect
to the Company, the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2049 Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holders of 2049 Notes. Holders may not enforce the Indenture or the 2049 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding 2049 Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2049 Notes notice of any continuing Default or Event of Default if it, in good faith, determines that withholding notice is in their interest, except a
Default or Event of Default relating to the payment of principal or interest. The Holders of a majority in aggregate principal amount of the 2049 Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the 2049 Notes
waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the 2049 Notes or in respect if a covenant or a provision
that cannot be modified or amended without the consent of all Holders of the 2049 Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

13.    TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

14.    NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company, as
such, will not have any liability for any obligations of the Company under the 2049 Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2049 Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the 2049 Notes. 

15.    AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. 

  
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 16.    ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act). 
 17.    CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 2049 Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the 2049 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written
request and without charge a copy of the Base Indenture and the Third Supplemental Indenture. Requests may be made to: 
 Lam Research
Corporation 
 4650 Cushing Parkway 

Fremont, CA 94538 
 Tel No.: (510)
572-1615 
 Attention: Investor Relations 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	 
		 	(Insert assignee’s legal name)

  
       

 
 (Insert assignee’s soc. sec. or
tax I.D. no.) 
  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
  

			
	and irrevocably appoint	  	 
	to transfer this Note on the books of the Company: The agent may substitute another to act for him.


Date:                     

 

			
		
	Your Signature:	 	 
		 	(sign exactly as your name appears on the face of this senior note)


 
			
		
	Tax Identification No.:	 	 


 
			
		
	Signature Guarantee:	 	 


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
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 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.03 of the Third Supplemental Indenture, check the
box below: 
 Section 4.03 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.03 of the Third Supplemental Indenture,
state the amount you elect to have purchased: 
 $ 
 Date:
                     
  

			
		
	Your Signature:	 	 
		 	(sign exactly as your name appears on the face of this senior note)


 
			
		
	Tax Identification No.:	 	 


 
			
		
	Signature Guarantee:	 	 


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
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