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The Debtor In Possession Loan Agreement is a crucial document in U.S. Chapter 11 bankruptcy proceedings, designed to provide essential financing to companies undergoing reorganization. This agreement becomes necessary when a company files for bankruptcy protection and requires new funding to maintain operations, pay employees, and fund its reorganization efforts. The document must comply with specific requirements under U.S. bankruptcy law, particularly Section 364 of the Bankruptcy Code, and requires court approval. It includes detailed provisions regarding the loan facility, collateral arrangements, priority status, bankruptcy milestones, and various protections for both the lender and the borrower. The agreement typically provides the lender with super-priority claims and often includes provisions for the use of cash collateral, professional fee carve-outs, and specific reporting requirements. The terms must balance the needs of the distressed company with the protection of both new and existing creditors' interests.

1. Parties: Identification of the debtor-in-possession as borrower and the lender(s), including their roles and capacities

2. Background: Details of the bankruptcy filing, case number, court information, and purpose of the DIP financing

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including bankruptcy-specific terminology

4. Facility Amount and Purpose: Details of the credit facility amount, types of loans available, and permitted uses of proceeds

5. Interest and Fees: Interest rates, calculation methods, default rates, and all applicable fees

6. Repayment Terms: Payment schedule, mandatory prepayments, and voluntary prepayment provisions

7. Security and Priority: Description of collateral, priority status, and super-priority claims

8. Conditions Precedent: Requirements for initial and subsequent borrowings, including bankruptcy court approval

9. Representations and Warranties: Borrower's statements regarding its condition, authority, and bankruptcy matters

10. Affirmative Covenants: Ongoing obligations of the borrower, including reporting requirements and bankruptcy case milestones

11. Negative Covenants: Restrictions on borrower's activities, including limitations on additional debt and asset sales

12. Financial Covenants: Required financial metrics and testing requirements

13. Events of Default: Circumstances constituting default, including bankruptcy-specific events

14. Remedies: Lender's rights upon default, subject to bankruptcy court approval

15. Agency Provisions: Administrative agent and collateral agent roles and responsibilities

16. Miscellaneous: Standard provisions including notices, amendments, governing law, and jurisdiction

17. Execution: Signature blocks and dating provisions