Item 1.01.   Entry into a Material Definitive Agreement
On June 17, 2021, Lam Research Corporation (the "Company") entered into a Second
Amended and Restated Credit Agreement (the "Second Amended and Restated Credit
Agreement"), with JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders party thereto, which amends and restates the Company's existing
unsecured Amended and Restated Credit Agreement, dated as of November 10, 2015
(as amended, supplemented or otherwise modified, the "Existing Credit
Agreement").
The Second Amended and Restated Credit Agreement provides for an increase to the
Company's revolving unsecured credit facility, from $1.250 billion under the
Existing Credit Agreement to $1.500 billion under the Second Amended and
Restated Credit Agreement. The facility provides for a sublimit for the issuance
of letters of credit on the Company's or its subsidiaries' behalf and provides
for an expansion option that will allow the Company, subject to certain
requirements, to request an increase in the facility of up to an additional $600
million, for a potential total commitment of $2.1 billion. The facility matures
on June 17, 2026 (the "Second Amended and Restated Credit Agreement Maturity
Date"). The proceeds of the loans may be used by the Company for general
corporate purposes. As of June 17, 2021, no amount was outstanding under this
facility.
The loans under the Second Amended and Restated Credit Agreement bear interest,
at the Company's option, at (x) a base rate determined in accordance with the
Second Amended and Restated Credit Agreement, plus a spread of 0.00% to 0.30%,
or (y) a LIBOR rate plus a spread of 0.805% to 1.30%, in each case plus a
facility fee, with such spread and facility fee determined based on the rating
of the Company's non-credit enhanced, senior unsecured long-term debt. Such
spreads are further subject to sustainability adjustments that cumulatively may
result in a maximum positive or negative adjustment of 0.01% and such facility
fee is also subject to sustainability adjustments that cumulatively may result
in a maximum positive or negative adjustment of 0.04%, in each case based on the
Company's performance of certain energy savings and health and safety standards
metrics. Principal, together with all accrued and unpaid interest, is due and
payable on the Second Amended and Restated Credit Agreement Maturity Date.
Additionally, the Company has agreed to pay the lenders a commitment fee at a
quarterly rate that varies depending on the Company's rating as described above.
The Second Amended and Restated Credit Agreement contains customary affirmative
and negative covenants. Affirmative covenants include, among other things,
delivery of financial statements, compliance certificates and notices;
maintenance of properties and insurance; preservation of existence; and
compliance with applicable laws and regulations. Negative covenants include,
among other things, limitations on liens; limitations on subsidiary
indebtedness; limitations on mergers, consolidations and sales of assets;
changes in the nature of the business; and limitations on affiliate
transactions. The Second Amended and Restated Credit Agreement also contains a
financial covenant that requires the Company to maintain a consolidated debt to
adjusted EBITDA ratio of less than or equal to 3.50 to 1.00 for the period of
four fiscal quarters then ended, commencing on June 30, 2021.
The Second Amended and Restated Credit Agreement also contains customary events
of default including, among other things, payment defaults, breaches of
covenants or representations and warranties, cross-defaults with certain other
indebtedness, bankruptcy and insolvency events and change in control of the
Company, subject to grace periods in certain instances. Upon an event of
default, the lenders may declare all or a portion of the outstanding obligations
payable by the Company to be immediately due and payable and exercise other
rights and remedies provided for under the Second Amended and Restated Credit
Agreement.
Certain of the lenders under the Second Amended and Restated Credit Agreement
and their respective affiliates are currently performing, have performed, and
may in the future perform, various commercial banking, investment banking, and
other financial advisory services for the Company and its subsidiaries, for
which they have received, and will receive, customary fees and expenses.
The foregoing description of the Second Amended and Restated Credit Agreement is
qualified in its entirety by reference to the complete terms and conditions of
the Second Amended and Restated Credit Agreement, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03.   Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure under item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference in response to this Item 2.03.

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Item 9.01.   Financial Statements and Exhibits
(d)  Exhibits

10.1 Second Amended and Restated Credit Agreement dated June 17 , 2021, among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein.

104 Cover Page Interactive Data File - (embedded within the Inline XBRL document)

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