Authority to Enter Into DIP Facility. The Debtors’ entry into the DIP Facility is hereby approved. The provisions of the DIP Term Sheet shall bind the Debtors, the DIP Agent, and the DIP Lenders as though it was executed by such parties. The Debtors shall negotiate a form of credit agreement with the DIP Agent and shall file a form of such credit agreement, consistent in all respects with the DIP Term Sheet and otherwise acceptable to the DIP Agent in its sole discretion by no later than July 10, 2015. The Debtors are also, authorized to enter into such additional documents, instruments and agreements delivered or executed from time to time in connection with the DIP Facility (such agreements, together with the DIP Term Sheet and the DIP Orders, the “DIP Facility Documents”). The DIP Facility Documents shall include guarantees from each Prepetition Oaktree Guarantor, guarantees from each of Xxx Xxx Investment Limited, Magnequench (Tianjin) Company Limited, Toda Magnequench Magnetic Material (Tianjin) Co., Ltd., Zibo Jiahua Advanced Material Resources Co. Ltd., Jiangyin Jiahua Advanced Material Resources Co., Ltd., and Magnequench (Korat) Co., Ltd. (the “Additional Guarantors” and together with the Prepetition Oaktree Obligors, the “DIP Guarantors”); provided that to the extent any guaranty from an Additional Guarantor or security over its equity interest is prohibited under applicable law or would violate any operation agreement of a joint venture, in effect as of the date hereof, such guaranty shall be deemed void ab initio or shall not be required to be provided, but solely to the extent required to avoid such prohibition or such violation. The DIP Facility Documents shall also include negative pledges whereby each Non-Debtor Subsidiary that is not a DIP Guarantor (other than an immaterial subsidiary as determined thereunder) shall execute a negative pledge providing that such entity shall not grant any liens, issue any guarantees, or incur any indebtedness or obligations (including the refinancing of any obligations), provided that to the extent any such negative pledge is prohibited under applicable law or would violate any operation agreement of a joint venture, in effect as of the date hereof, such guaranty shall be deemed void ab initio or shall not be required to be provided, but solely to the extent required to avoid such prohibition or such violation.
Authority to Enter Into DIP Facility. The Debtors are hereby authorized to incur and perform the obligations arising from and after the date of this Interim Order under the DIP Facility, on the terms set forth in this Interim Order, including entry into, execution and delivery of the DIP Credit Agreement attached hereto as Exhibit 1 and such additional documents, instruments, and agreements as may be reasonably required by the DIP Facility Agent and the DIP Lenders to implement the terms or effectuate the purposes of and transactions contemplated by this Interim Order, the Final Order (when entered by the Court) and the DIP Credit Agreement (collectively, this Interim Order, the Final Order, the DIP Credit Agreement, the Administrative Fee Letter (entered into pursuant to Section 4.01 of the DIP Credit Agreement), and such additional documents, instruments, and agreements, including any fee letters, lien subordination or priorities agreements, the “DIP Loan Documents”). The Debtors are authorized to execute and deliver the DIP Loan Documents and borrow money under the DIP Facility, on an interim basis, up to an aggregate principal amount not to exceed $20.0 million, and the U.S. Guarantors are hereby authorized to guaranty such borrowings, on the terms set forth in this Interim Order and the DIP Loan Documents; provided that, pending entry of the Final Order, for each $1 drawn by the Debtors under the DIP Facility, $1 of the Bridge Loan Obligations shall convert or “roll up” into DIP Obligations.
Authority to Enter Into DIP Facility. The MACH Gen Entities are hereby authorized to incur and perform the obligations arising from and after the date of this Interim Order under the DIP Facility, on the terms set forth in this Interim Order, the debtor-in- possession credit and guaranty agreement attached hereto as Exhibit A (as amended, supplemented or otherwise modified from time to time, the “DIP Credit Agreement”), and such additional documents, instruments and agreements as may be reasonably required by the DIP Agent to implement the terms or effectuate the purposes of and transactions contemplated by this Interim Order, the Final Order (when entered by the Court) and the DIP Credit Agreement (collectively, this Interim Order, the Final Order, the DIP Credit Agreement and such additional documents, instruments and agreements, including any fee letters, the “DIP Loan Documents”). The MACH Gen Entities are hereby authorized to execute and deliver the DIP Loan Documents and borrow money and obtain letters of credit under the DIP Facility, on an interim basis, up to an aggregate principal amount not to exceed $[80.66] million, plus the amount of deemed DIP Extensions of Credit as described in Paragraph 9 below and in Section 2.01(a) of the DIP Credit Agreement, and the Subsidiaries are hereby authorized to guaranty such borrowings and the Borrower’s obligations under the DIP Facilities and the DIP Loan Documents, all in accordance with the terms of this Interim Order and the other DIP Loan Documents.
