Item 1.01 Entry into a Material Definitive Agreement.

Amendment to BofA Credit Facility

On September 17, 2020, Lamb Weston Holdings, Inc. (the "Company") entered into Amendment No. 5 to Credit Agreement ("Amendment No. 5"), which amends the Company's existing Credit Agreement, dated as of November 9, 2016 (as amended by Amendment No. 1, dated as of August 15, 2017, Amendment No. 2, dated as of December 1, 2017, Amendment No. 3, dated as of June 25, 2019, Amendment No. 4, dated as of April 17, 2020, and Amendment No. 5, the "BofA Credit Agreement"), among the Company, the guarantors party thereto, the institutions from time to time party thereto as lenders, and Bank of America, N.A., as administrative agent. Amendment No. 5, to, among other things, provide for a new class of revolving commitments (the "Revolving A-1 Commitments") and a separate new class of revolving commitments (the "Revolving B-1 Commitments" and, together with the Revolving A-1 Commitments, the "Revolving Commitments") in an aggregate principal amount of $750.0 million (the "Revolving Facility") and repay the Company's existing term loan. The Revolving Facility has a maturity date of September 17, 2023 and the proceeds thereunder will be used to finance ongoing working capital needs, capital expenditures and other general business purposes.

Borrowings of the Revolving Facility bear interest at LIBOR or the Base Rate (each as defined in the BofA Credit Agreement) plus an applicable rate ranging from 1.25% to 2.25% for LIBOR-based loans and from 0.25% to 1.25% for Base Rate-based loans, depending upon the Company's consolidated net leverage ratio.

Amendment to Northwest FCS Credit Facility

In connection with Amendment No. 5, the Company amended the Credit Agreement, dated as of June 28, 2019 (as amended by the First Amendment to Credit Agreement, dated as of April 17, 2020 and the Second Amendment to Credit Agreement, dated as of September 23, 2020 (the "Second Amendment"), the "Northwest FCS Credit Agreement"), among the Company, certain subsidiaries of the Company party thereto as guarantors, the lenders and voting participants party thereto and Northwest Farm Credit Services, PCA, as administrative agent, on September 23, 2020, to, among other things, modify the Northwest FCS Credit Agreement to make conforming changes to the affirmative and negative covenants under the Northwest FCS Credit Agreement.





General

Copies of Amendment No. 5 and the Second Amendment are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions above are summaries of such documents, do not purport to be complete, and are qualified in their entirety by the complete texts of such agreements.

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.



Exhibit No.    Description
  10.1           Amendment No. 5 to Credit Agreement, dated as of September 17, 2020,
               among the Company, the guarantors party thereto, the lenders party
               thereto, and Bank of America, N.A., as Administrative Agent.
  10.2           Second Amendment, dated as of September 23, 2020, by and among the
               Company, the guarantors party thereto, the lenders and voting
               participants party thereto, and 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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