Item 1.01 Entry into a Material Definitive Agreement.
On
Borrowings under the Term Loan Facility may be made through and including
The Term Loan Facility requires amortization repayments, commencing on the earlier of (x) the date that is 36 months after the initial borrowing or (y) the date that is 6 months after the completed Project (as defined in the Facility Agreement) begins to generate cash flow, and in quarterly installments thereafter beginning on the date that is 39 months after the initial borrowing, with the remaining principal balance payable on the maturity date (in each case, subject to adjustment for prepayments). LW Ulanqab's payment obligations under the Term Loan Facility are unconditionally guaranteed by the Company.
The Term Loan Facility contains covenants that are standard for credit
facilities originated in the PRC, including, among others, covenants with
regards to mergers and consolidations and asset sales, and is subject to
acceleration upon various events of default, including, among others, the
failure to observe certain stated covenants under the Term Loan Facility, the
acceleration of the Company's obligations under its senior secured credit
facility with
General
The Facility Agreement is prepared in Chinese and English, with the Chinese version of the agreement prevailing in the event of any conflicts between the translations. A copy of the English version of the Facility Agreement 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 Facility Agreement, does not purport to be complete, and is qualified in its entirety by the complete text of the Facility Agreement.
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Facility Agreement, dated as ofFebruary 18, 2022 , among Ulanqab LambWeston Food Co., Ltd. , the financial institutions party thereto andHSBC Bank (China) Company Limited ,Shanghai Branch, as the facility agent. 104 Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document).
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