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The Debtor In Possession Loan Agreement is a crucial instrument in Malaysian corporate restructuring, designed for companies seeking to maintain operations while undergoing financial reorganization. This document becomes relevant when a company requires fresh financing during corporate rescue proceedings, whether under Judicial Management or Corporate Voluntary Arrangement as provided in the Companies Act 2016. The agreement must carefully balance the interests of new lenders, who require adequate protection through super-priority status, with existing creditors' rights and the company's restructuring objectives. It includes detailed provisions on loan terms, security arrangements, restructuring milestones, and compliance requirements, all within the Malaysian regulatory framework for corporate rescue and secured transactions.

1. Parties: Identification of the borrower (company in distress), lender(s), and any guarantors

2. Background: Context of the borrower's financial situation, existing proceedings, and purpose of the DIP financing

3. Definitions and Interpretation: Key terms used throughout the agreement, including specific insolvency and restructuring-related definitions

4. Facility and Purpose: Amount, type of facility, and specified use of proceeds

5. DIP Priority and Security: Super-priority status of the DIP loan, ranking of security interests, and court approval confirmation

6. Conditions Precedent: Requirements to be met before drawdown, including court approvals and existing creditor consents

7. Drawdown Mechanics: Procedures and requirements for accessing the loan funds

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

9. Repayment Terms: Payment schedule, prepayment provisions, and mandatory prepayment events

10. Representations and Warranties: Borrower's statements about its condition, including specific insolvency-related representations

11. Covenants: Positive and negative obligations of the borrower, including restructuring milestones

12. Events of Default: Circumstances that trigger default, including rescue mechanism-specific events

13. Enforcement Rights: Lender's rights upon default, subject to insolvency proceedings

14. Boilerplate Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction