ARTICLE IXMISCELLANEOUS
47
Section 9.01.Notices
47
Section 9.02.Waivers; Amendments
48
Section 9.03.Expenses; Indemnity; Damage Waiver
49
Section 9.04.Successors and Assigns
50
Section 9.05.Survival
53
Section 9.06.Counterparts; Integration; Effectiveness; Electronic
Execution
53
Section 9.07.Severability
53
Section 9.08.Right of Setoff
53
Section 9.09.Governing Law; Jurisdiction; Consent to Service of Process
53
Section 9.10.WAIVER OF JURY TRIAL
54
Section 9.11.Headings
54
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Section 9.12.Confidentiality
54
Section 9.13.USA PATRIOT Act
55
Section 9.14.Releases of Subsidiary Guarantors
55
Section 9.15.Interest Rate Limitation
56
Section 9.16.No Advisory or Fiduciary Responsibility
56
Section 9.17.Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
56
ARTICLE XBORROWER GUARANTEE
57
SCHEDULE I
PRICING SCHEDULE
SCHEDULE 2.01
COMMITMENTS
SCHEDULE 3.01
SUBSIDIARY GUARANTORS
SCHEDULE 3.06
LITIGATION
SCHEDULE 6.01
INDEBTEDNESS
SCHEDULE 6.02
LIENS
EXHIBIT A
ASSIGNMENT AND ASSUMPTION
EXHIBIT B
SOLVENCY CERTIFICATE
EXHIBIT C
FORM OF SUBSIDIARY GUARANTY
EXHIBIT D-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT D-2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT D-3
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT D-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT E-1
FORM OF BORROWING REQUEST
EXHIBIT E-2
FORM OF INTEREST ELECTION REQUEST
EXHIBIT F
FORM OF NOTE
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AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of May 13,
2016 among LAM RESEARCH CORPORATION, the LENDERS from time to time party hereto
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, each Lender party thereto and the Administrative Agent
are party to that certain Term Loan Agreement, dated as of November 10, 2015 (as
amended by that certain Amendment No. 1 to Term Loan Agreement, dated as of
April 26, 2016, the "Existing Credit Agreement");
WHEREAS, the parties hereto wish now to amend and restate the Existing Credit
Agreement to increase the 3-Year Tranche Commitments (as defined below) by
$630,000,000 (the "Additional Commitments") and make certain additional
amendments to the Existing Credit Agreement as set forth herein; and
WHEREAS, in accordance with Section 9.02(b) of the Existing Credit Agreement,
the Borrower, the Administrative Agent, the Lenders party hereto, which
constitute the Required Lenders, and each 3-Year Tranche Lender party hereto
that has agreed to provide the Additional Commitments, agree, subject to the
limitations and conditions set forth herein, to amend the Existing Credit
Agreement as set forth below.
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Article I
Definitions
SECTION 1.01.
Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:
"2016 Notes" means the Borrower's 0.50% Convertible Senior Notes issued May 11,
2011 and due May 2016 in the initial aggregate principal amount of $450,000,000.
"2018 Notes" means the Borrower's 1.25% Convertible Senior Notes issued May 11,
2011 and due May 2018 in the initial aggregate principal amount of $450,000,000.
"3-Year Tranche Commitment " means, as to each 3-Year Tranche Lender, its
commitment to make 3-Year Tranche Loans to the Borrower pursuant to Section 2.01
in an aggregate principal amount at any time outstanding not to exceed the
amount set forth opposite such 3-Year Tranche Lender's name