Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2023, Lamb Weston Holdings, Inc. (the "Company") entered into the Fourth Amendment to Credit Agreement (the "Fourth Amendment"), which amends the Company's existing Credit Agreement, dated as of June 28, 2019 (as amended by the First Amendment to Credit Agreement, dated as of April 17, 2020, the Second Amendment to Credit Agreement, dated as of September 23, 2020, and the Third Amendment to Credit Agreement, dated as of August 11, 2021, the "Existing Credit Agreement" and, as further amended by the Fourth Amendment, the "Amended Credit Agreement"), among the Company, the guarantors party thereto, the lenders from time to time party thereto and AgWest Farm Credit, PCA (as successor by merger to Northwest Farm Credit Services, PCA), as administrative agent. The Existing Credit Agreement, among other things, provided for (i) a $300.0 million term loan facility maturing on June 28, 2024 (the "Term A Loan") and (ii) a $325.0 million term loan facility maturing on April 20, 2025 (the "Term A-2 Loan"). The Fourth Amendment amends the Existing Credit Agreement for the purpose of, among other things, (i) establishing a new $450.0 million term loan facility (the "Term A-3 Loan") and (ii) extending the maturity date of the Term A Loan from June 28, 2024 to June 28, 2026.

The Term A-3 Loan has a maturity date of January 31, 2030. The Amended Credit Agreement requires amortization repayments of the Term A-3 Loan, commencing on the last business day of June 2023, in equal quarterly installments in aggregate annual amounts equal to 5.00% of the original principal amount of such Term A-3 Loan, with the remaining principal balance payable on the maturity date (subject to adjustment for prepayments). Borrowings of the Term A-3 Loan bear interest at Adjusted Term SOFR or the Base Rate (each as defined in the Amended Credit Agreement) plus an applicable rate ranging from 2.00% to 2.75% for Adjusted Term SOFR-based loans and from 1.00% to 1.75% for Base Rate-based loans, depending upon the Company's consolidated net leverage ratio. The Company expects to use the proceeds of the Term A-3 Loan to fund a portion of the cash consideration for its previously announced acquisition of the remaining interest in Lamb-Weston/Meijer v.o.f., which is expected to close in the Company's fourth quarter of fiscal 2023, subject to customary regulatory approvals.





General

A copy of the Fourth Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description above is a summary of the Fourth Amendment, does not purport to be complete, and is qualified in its entirety by the complete text of the Fourth Amendment.

Certain of the agents and lenders and their affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates for which they have received customary fees and compensation for these transactions and may in the future receive customary fees and compensation.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number     Description
  10.1       Fourth Amendment to Credit Agreement, dated as of January 31, 2023,
           by and among the Company, the guarantors party thereto, the lenders and
           voting participants party thereto and AgWest Farm Credit, PCA
           (successor by merger to Northwest Farm Credit Services, PCA), as
           Administrative Agent

104        Cover Page Interactive Data File (cover page XBRL tags embedded within
           the Inline XBRL document)

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