Marelli Automotive Lighting USA LLC - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Marelli North America, Inc., a Tennessee corporation and debtor-in-possession, as Borrower under the Amended Senior DIP Credit Agreement and as the Tranche A-1 Borrower / Tranche B Borrower under the Amended Junior DIP Credit Agreement
• Marelli Holdings Co., Ltd., a Japanese corporation and debtor-in-possession, as the Tranche C Borrower under the Amended Junior DIP Credit Agreement (collectively with Marelli North America, Inc., the "Borrowers")
• The Debtors are jointly and severally liable for the DIP Obligations and all other obligations under the Amended DIP Credit Agreements

Agent / Lender(s)

• GLAS USA LLC, as Administrative Agent and Collateral Agent
• GLAS USA LLC, as joint security agent in respect of the Amended DIP Facilities (the "Joint DIP Security Agent")
• The New Tranche A DIP Lenders and the Tranche A-1 DIP Lenders, together with the Senior DIP Lenders and the Junior DIP Lenders (collectively, the "DIP Lenders")

DIP Commitments

• Amended Senior DIP Facility — a first-out super-senior debtor-in-possession financing facility increasing the aggregate principal amount of DIP Loans under the Senior DIP Credit Agreement from approximately $865 million to $900 million (the "New Tranche A DIP Obligations"), comprised of:
  • First-out super-senior term loans under the existing Senior DIP Facility that are being "rolled" into the New Tranche A DIP Obligations (the "Rolled Tranche A DIP Loans")
  • First-out super-senior "new money" term loans (the "New Money Tranche A DIP Loans" and, together with the Rolled Tranche A DIP Loans, the "New Tranche A DIP Loans")
  • The New Tranche A DIP Loans are senior in right of payment and lien priority to the Tranche A-1 DIP Loans and the loans under the Junior DIP Facility, and shall be funded in a single draw upon entry of the Order
• Amended Junior DIP Facility — increasing the aggregate principal amount of DIP Loans under the Junior DIP Credit Agreement from approximately $242 million to up to $542 million, including the Tranche A-1 DIP Facility consisting of senior "new money" term loans denominated in USD in an aggregate principal amount of up to $300 million (the "Tranche A-1 DIP Loans"):
  • Senior in right of payment only to the loans under the existing Junior DIP Facility, secured by the same liens that secure the existing Junior DIP Facility, and junior in right of payment and lien priority to the New Tranche A DIP Loans
  • Funded after entry of the Order pursuant to a disbursement schedule to be agreed
• The existing Tranche A Loans will be rolled or repaid in full with the proceeds from the issuance of the New Tranche A DIP Loans
• The maturity dates under each of the Senior DIP Credit Agreement and the Junior DIP Credit Agreement are extended
• The DIP Agents and DIP Lenders have no obligation to make any loan or advance, or to roll any Tranche A Loans, unless all applicable conditions precedent under the Amended DIP Credit Agreements, the DIP Documents, and the Order have been satisfied in full or waived by the DIP Lenders

Cash Collateral

• Neither the DIP Secured Parties nor the Prepetition Secured Parties shall have any obligation to permit the use of DIP Collateral or Prepetition Collateral (including Cash Collateral), or to extend any financing, to any trustee or similar responsible person appointed for the estates of the Debtors

Interest Rate

• Applicable Margin — New Tranche A DIP Loans (Amended Senior DIP Facility):
  • ABR Loans: 7.00% per annum
  • SOFR Loans: 8.00% per annum
• Applicable Margin — Tranche A-1 DIP Loans (Amended Junior DIP Facility):
  • ABR Loans: 9.00% per annum
  • SOFR Loans: 10.00% per annum
• In each case, plus an additional 1.00% per annum from and after the Initial Maturity Date in the event of a valid Maturity Extension

Fees

• Fee Letter Fees: certain fees set forth in a confidential Lender Fee Letter dated as of May 29, 2026
• Tranche A Exit Fee: earned upon entry of the Order and payable on the applicable Exit Fee Trigger Date, in an amount equal to:
  • 2.00% of the original principal amount of the New Tranche A DIP Loans so prepaid, repaid, refinanced, accelerated, or of the commitments cancelled (the "Exit Fixed Fee Amount"); plus
  • Solely with respect to any prepayment or repayment of New Tranche A DIP Loans prior to December 1, 2026, an Exit Make-Whole Fee Amount equal to the interest that would have been payable through and including December 1, 2026 had such loans remained outstanding, less the actual interest paid from and after the effective date of the Senior DIP Amendment (subject to a carve-out for amounts attributable to Customer Support)
• Amendment Fees: payable in cash on the Closing Date to existing Senior DIP Lenders as of the record date:
  • 1.00% of the outstanding principal amount of the Rolled Tranche A DIP Loans for each existing Senior DIP Lender that timely elects to roll 100% of its existing Tranche A Loans
  • 0.50% of the outstanding principal amount of the Rolled Tranche A DIP Loans for each existing Senior DIP Lender that timely elects to roll less than 100% of its existing Tranche A Loans
• Tranche A-1 Exit Fee: 2.00% of the principal amount of the Tranche A-1 DIP Loans, payable in cash upon any permitted voluntary or mandatory prepayment, cancellation of commitments, refinancing, acceleration, maturity, or other permitted satisfaction of the Tranche A-1 DIP Loans
• Commitment Fee: 5.00% of the principal amount of the Tranche A-1 DIP Commitments, payable in kind on the Closing Date
• Funding Fee: 4.00% of the principal amount of the Tranche A-1 DIP Commitments, payable in kind upon the initial funding of the Tranche A-1 DIP Loans
• Ticking Fee: 10.00% per annum times the actual daily amount of the aggregate outstanding Tranche A-1 DIP Commitments from and after the Closing Date
• Original Issue Discount: New Tranche A DIP Loans issued at 0.50% (together with the foregoing, the "Upsized DIP Fees")

Maturity

• Initial Maturity Date: December 31, 2026
• Maturity Date: the earliest to occur of:
  • The Initial Maturity Date; provided that, if the Maturity Extension Conditions have been satisfied as of the Initial Maturity Date and the Administrative Agent has received a certificate so certifying, the Maturity Date shall be automatically extended to March 31, 2027 (a "Maturity Extension")
  • The consummation of any sale or disposition of all or substantially all of the Chapter 11 Debtors' assets pursuant to a 363 Sale
  • The substantial consummation of a plan of reorganization confirmed by the Bankruptcy Court
  • The date of acceleration of the Loans and termination of the Commitments with respect to the Facility
  • The date that the Junior Tranche A-1 DIP Loans or the other "Loans" under the Junior DIP Credit Agreement are required to be repaid (whether at stated maturity or by acceleration)
• Maturity Extension Conditions, as of the Initial Maturity Date:
  • A confirmation order approving a Plan of Reorganization has been entered on or prior to the Initial Maturity Date and has not been reversed, vacated, or stayed, but the effective date has not occurred solely due to the absence of a pending governmental approval necessary to consummate the transactions
  • A bona fide binding commitment for exit financing in an amount sufficient to repay all of the Obligations (including the Exit Fees) in cash on the effective date has been obtained and has not expired or terminated
  • The scheduled maturity date of all Junior DIP Obligations has been extended to March 31, 2027
  • No Default or Event of Default has occurred and is continuing

Carve Out

• No DIP Lender shall be required to fund any amounts in excess of its pro rata commitments with respect to the New DIP Loans, or to fund after the DIP Obligations have been repaid and the DIP Lenders' commitments under such Amended DIP Facility have been terminated
• The payment of any Allowed Professional Fees pursuant to the Carve Out shall not reduce any Debtor's obligations owed to the DIP Agents, the DIP Lenders, or the Prepetition Secured Parties, nor modify or otherwise affect any of their liens and security interests in the DIP Collateral or Prepetition Collateral

Use of Proceeds

• Extend the maturity of the DIP Facilities and obtain additional liquidity
• Fund critical business expenses of the Debtors
• Fund the administrative costs of the chapter 11 cases

Credit Bid

• Any DIP Agent, acting at the direction of the applicable DIP Lenders and on behalf of the applicable DIP Secured Parties, shall have the right to credit bid up to the full amount of any DIP Obligations in respect of the applicable Amended DIP Facility, including accrued interest and expenses, in connection with any sale or disposition of all or any portion of the DIP Collateral (including sales under Bankruptcy Code sections 363, 1123 and 1129, or by a chapter 7 trustee under section 725), on a dollar-for-dollar basis
  • The right of the Junior DIP Agent to credit bid the Junior DIP Obligations is conditioned upon such bid including the indefeasible repayment in cash of all Senior DIP Obligations
• The DIP Agents and the Prepetition Agents shall each automatically be deemed a "qualified bidder" with respect to any disposition of assets by the Debtors in a Sale
• The DIP Agents and the Prepetition Agents shall have the absolute right to assign, sell, or otherwise dispose of their respective right to credit bid to any acquisition entity or joint venture formed in connection with such bid

Avoidance Actions

• The DIP Collateral includes the proceeds or property recovered, unencumbered or otherwise, of any Avoidance Actions under Bankruptcy Code sections 502(d), 544, 545, 547, 548, 549, and 550 (the "Avoidance Proceeds")
• Solely with respect to the DIP Obligations in respect of the Tranche C Loans, the DIP Collateral shall not include Avoidance Proceeds

Challenge Period and Budget

• Nothing in the Order alters, impairs, or otherwise affects the rights, remedies, and interests of the Committee under the Final DIP Order, including:
  • The Committee's Challenge Period and related provisions and rights, including the Investigation Budget
  • The right to Challenge the Roll-Up and to seek an appropriate remedy from the Court
  • Rights related to recharacterization of payments
  • Consent, consultation, reporting, and notice rights, as applicable

Securities and Priorities

• Effective and automatically perfected upon entry of the First Interim Order (and, with respect to the New Tranche A DIP Obligations and the Tranche A-1 DIP Obligations, upon entry of this Order), the DIP Obligations are secured by valid, binding, continuing, enforceable, fully-perfected, non-avoidable liens on and security interests in all assets of the Debtors and their estates, wherever located, whether arising prior to or following the Petition Date (including the Prepetition Collateral) (the "DIP Liens," comprising the Tranche A DIP Liens, the Tranche B DIP Liens, and the Tranche C DIP Liens), subject and subordinate to the Carve Out and to the relative priorities set forth in the Lien/Claim Priorities Exhibit, with the following priorities:
  • First Priority Liens on Unencumbered Property (section 364(c)(2)): a first-priority senior security interest in and lien upon all DIP Collateral not subject to Prepetition Liens or other valid, perfected, and non-avoidable liens, including Avoidance Proceeds (the "Previously Unencumbered Property"), subject and subordinate only to the Carve Out
  • Priming Liens (section 364(d)(1)): a first-priority priming security interest and lien on all DIP Collateral that does not constitute Previously Unencumbered Property and is subject to the Prepetition Liens, subject and subordinate only to the Carve Out and Permitted Prior Liens; the Priming Liens prime and are senior in all respects to the liens of the Prepetition Secured Parties with respect to the Prepetition Emergency Loan Agreement and the Prepetition Senior Loan Agreement
  • No Senior Liens: except as permitted, the DIP Liens shall not be made subject or subordinate to, or pari passu with, any lien avoided and preserved under section 551, any governmental lien, any intercompany or affiliate lien, or any other lien or claim arising under sections 363 or 364 granted on or after entry of the First Interim Order
• Pursuant to section 364(c)(1), all DIP Obligations under the Amended DIP Facilities constitute allowed superpriority administrative expense claims against the Debtors on a joint and several basis (the "DIP Superpriority Claims," comprising the Tranche A, Tranche B, and Tranche C DIP Superpriority Claims), with priority over all other claims and administrative expenses, payable from and with recourse to all DIP Collateral, subject to payment in full of the Carve Out and the Lien/Claim Priorities Exhibit
• The DIP Superpriority Claims are entitled to the full protection of section 364(e) if the Order is reversed or modified on appeal, reconsideration, or remand

Adequate Protection

Prepetition Senior Secured Parties

• All rights and protections granted to the Prepetition Secured Parties as adequate protection under the Final DIP Order, including all reporting obligations granted to the Prepetition Emergency Loan Lenders, remain in full force and effect and are not modified except as expressly provided in the Order
• Adequate Protection Payments to the Prepetition Emergency Loan Agent, on behalf of the Prepetition Emergency Loan Lenders:
  • A one-time payment of 12.5 oku, payable no later than one business day following entry of the Order, applied to and reducing the principal amount of the outstanding Prepetition Emergency Loan Obligations
  • Current payment of postpetition interest under the Prepetition Emergency Loan Agreement at the rate set forth therein (including default rate adjustment), beginning on the Emergency Loan Payment Date in August 2025 and continuing through the Plan Effective Date
  • A principal payment of 12.5 oku per month (the "Monthly Payment Amount") beginning on the Emergency Loan Payment Date in August 2025 through the Plan Effective Date, subject to mutual consent of the Debtors and the Ad Hoc Group of Senior Lenders
    • If the parties do not mutually consent to pay a Monthly Payment Amount, the Debtors must provide written notice, and such amount shall be subject to a one-time fee equal to 10.00% of the Monthly Payment Amount due upon the Plan Effective Date; for any Monthly Payment Amount beginning on the Emergency Loan Payment Date in January 2027 until the Plan Effective Date, the fee instead equals 20.00% of the Monthly Payment Amount, due and payable in cash on the applicable monthly Emergency Loan Payment Date
    • Partial payment of any Monthly Payment Amount is not permitted, except as expressly provided
  • Reporting: all reporting obligations granted to the Prepetition Emergency Loan Lenders under the Final DIP Order remain in full force and effect; in addition, (i) the Debtors' CFO shall participate in each weekly call with Mizuho (and its advisors) specified in the Final DIP Order, and if unavailable shall give Mizuho advance notice and provide a well-informed substitute knowledgeable about the OEM negotiations and the exit financing process; (ii) the Debtors shall promptly provide Mizuho with documents detailing their monthly liquidity forecast (and any updates) as soon as available; and (iii) the Debtors shall provide Mizuho (and its advisors) with a weekly update on the status of the Debtors' negotiations with the OEMs
  • Notwithstanding the foregoing, the Debtors shall pay 2.5 oku of the Monthly Payment Amount for each month from the Emergency Loan Payment Date in June 2026 through September 2026, and 10 oku of the Monthly Payment Amount for each month from the Emergency Loan Payment Date in October 2026 through December 2026; the 10.00% deferral penalty continues to apply to any unpaid portion, and the obligation to pay any Monthly Payment Amounts ceases on the Plan Effective Date
• The Debtors represent that the Restructuring Support Agreement remains in full force and effect, and they intend to file a chapter 11 plan providing for recoveries to the Prepetition Emergency Loan Lenders and Prepetition Senior Lenders consistent with its terms, with all parties' rights thereunder expressly preserved

Releases

• Effective upon entry of the Order, and subject to the rights of parties in interest (other than the Debtors) under paragraphs 24 and 25 of the Final DIP Order, each Debtor absolutely, unconditionally, and irrevocably releases and discharges the DIP Agents (including GLAS USA LLC, as Joint DIP Security Agent), the DIP Lenders (including the New Tranche A DIP Lenders, the Tranche A-1 DIP Lenders, and any current or prior DIP Lenders in respect of the existing Tranche A, Tranche B, or Tranche C Loans), and the Prepetition Secured Parties, together with their respective affiliates and related parties (the "Released Parties"), from all claims and causes of action arising on or prior to the date of the Order relating to the Amended DIP Facilities, the DIP Obligations, the DIP Liens, the Amendments, the Amended DIP Credit Agreements, the other DIP Documents, the Prepetition Secured Facilities Documents, and the transactions contemplated thereby; provided that the Released Parties remain obligated to perform under the Amended DIP Credit Agreements, the other DIP Documents, and the Order

Indemnification

• The Debtors jointly and severally indemnify the DIP Lenders and DIP Agents (and their related persons) against losses, claims, damages, costs, expenses, and liabilities arising out of the Amendments, the Amended DIP Credit Agreements, the other DIP Documents, and the use of loan proceeds, except (i) losses related to a successful Challenge on account of Prepetition Secured Obligations and (ii) amounts determined by final, non-appealable judgment to have resulted solely from the Indemnified Person's gross negligence or willful misconduct; certain Contingent Senior DIP Obligations survive repayment of the Senior DIP Obligations and termination of the Senior DIP Documents