Authority to Enter Into DIP Facility. The Debtors’ entry into the DIP Facility is hereby approved. 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 Credit Agreement and the DIP Orders, the “DIP Facility Documents”). The DIP Facility shall be guaranteed by Molycorp Luxembourg Holdings S.àr.l., MCP Exchangeco Inc., and MCP Callco ULC (collectively, the “DIP Guarantors” and together with Molycorp, the “Debtor Obligors”). The DIP Facility Documents shall also include negative pledges whereby certain identified Non-Debtor Subsidiaries shall execute a negative pledge providing that such entity shall not, until the indefeasible payment in full in cash of the DIP Obligations, grant any liens or incur any Indebtedness (as defined in the DIP Credit Agreement) (including in connection with any financing or refinancing of any obligations, or provision of adequate protection in connection with any obligations), other than in accordance with the Indebtedness Basket, provided that to the extent any such negative pledge is prohibited under applicable law or would violate any operating agreement of a joint venture, in effect as of the date hereof, such negative pledge 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. To the extent not specifically provided in this Final Order, the Debtors are authorized to incur and perform the obligations arising under, and to otherwise comply with, the DIP Facility Documents and this Final Order. • Following the execution of such documents (regardless of whether it was actual execution or deemed execution provided under this Final Order), each of the DIP Facility Documents shall constitute valid and binding agreements, enforceable against each Debtor that is party thereto, in accordance with the terms of the DIP Facility Documents. • For the avoidance of doubt, any unadvanced availability under the Oaktree Transaction Documents is hereby terminated.
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.
