On May 3, 2024 (the ?Closing Date?), Lamb Weston Holdings, Inc. (the ?Company?) entered into the Amended and Restated Credit Agreement (the ?Revolving Credit Agreement?), among the Company, as a borrower, Lamb-Weston/Meijer v.o.f. (?LW EMEA?), as a borrower, the guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Revolving Credit Agreement replaces the Company?s existing Credit Agreement, dated as of November 9, 2016 (as amended, the ?Existing Revolving Credit Agreement?), among the Company, as the borrower, the guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Existing Revolving Credit Agreement provided for, among other things, a $1.0 billion revolving credit facility (the ?Revolving Credit Facility?), including borrowings and letters of credit available in U.S. dollars and various foreign currencies.

The Revolving Credit Agreement modifies the Existing Revolving Credit Agreement for the purpose of, among other things, (i) increasing the commitments under the Revolving Credit Facility to $1.5 billion, (ii) extending the maturity date of the Revolving Credit Facility from August 11, 2026 to May 3, 2029, and (iii) establishing a new ?200.0 million term loan facility for LW EMEA maturing on May 3, 2029 (the ?European Term Loan?). LW EMEA is not required to make amortization repayments of the European Term Loan. On the Closing Date, LW EMEA repaid approximately ?200.0 million of indebtedness and terminated its existing ?400.0 million revolving credit facility.

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to (i) an applicable rate plus (ii)(a) for U.S. dollar denominated loans, Term SOFR, Adjusted Daily Simple SOFR or the Base Rate (each as defined in the Revolving Credit Agreement), and (b) for Alternative Currency denominated loans, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Revolving Credit Agreement). Borrowings of the European Term Loan bear interest at a per annum rate equal to (i) an applicable rate plus (ii) the Alternative Currency Term Rate applicable to Euro denominated loans. The applicable rate is based on the Company?s consolidated net leverage ratio and ranges between 1.125% to 1.75% (or, in the case of Base Rate-based loans, 0.125% to 0.75%).

The Revolving Credit Agreement contains affirmative and negative covenants, financial covenants and events of default that are substantially consistent with the Existing Revolving Credit Agreement. Term Loan Credit Agreement: On the Closing Date, the Company entered into the Amended and Restated Credit Agreement (the ?Term Loan Credit Agreement?), among the Company, as the borrower, the guarantors party thereto, the lenders from time to time party thereto and AgWest Farm Credit, PCA, as administrative agent. The Term Loan Credit Agreement replaces the Company?s existing Credit Agreement, dated as of June 28, 2019 (as amended, the ?Existing Term Loan Credit Agreement?), among the Company, as the borrower, the guarantors party thereto, the lenders from time to time party thereto and AgWest Farm Credit, PCA, as administrative agent.

The Existing Term Loan Credit Agreement provided for, among other things, (i) a $300.0 million term loan facility, (ii) a $325.0 million term loan facility (the ?Term A-2 Loan?) and (iii) a $450.0 million term loan facility. The Term Loan Credit Agreement modifies the Existing Term Loan Credit Agreement for the purpose of, among other things, establishing an additional $325.0 million term loan facility (the ?Term A-4 Loan?), a portion of which was used on the Closing Date to repay the Term A-2 Loan in full.