TPI Composites - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• TPI Composites, Inc., as DIP Borrower
• The subsidiary guarantors party to the DIP Credit Agreement, as DIP Guarantors
• The debtors are jointly and severally liable for the DIP obligations.

Agent / Lender(s)

• Oaktree Fund Administration, LLC, as Administrative Agent for the DIP Lenders (also Prepetition Administrative Agent under the Senior Secured Credit Agreement)
• The lenders from time to time party to the DIP Credit Agreement, as DIP Lenders
• Vestas America Holding, Inc. ("Vestas Lender"), which became a DIP Lender pursuant to the First Amendment dated March 24, 2026, under which it purchased $12,392,096.51 of outstanding DIP obligations from the Existing DIP Lenders
  • Under the First Amendment, the Existing DIP Lenders agreed to waive continuing defaults and events of default outstanding on the First Amendment Effective Date
  • The DIP obligations held by the Vestas Lender are treated as separate and distinct from those held by the Existing DIP Lenders
  • The DIP Agent holds liens on the Vestas Collateral solely for the benefit of the Vestas Lender and takes instructions only from the Vestas Lender with respect to such collateral
  • The DIP Agent holds liens on all Other Collateral solely for the benefit of the Existing DIP Lenders and takes instructions only from the Existing DIP Lenders with respect to such collateral

DIP Commitments

• $22.5 million senior secured superpriority priming term loan DIP facility comprised of:
  • $7.5 million new money term loan, funded in full upon entry of the interim order
  • $15 million roll-up of Senior Secured Obligations (equal to two times the amount of the new money loan borrowed) on a cashless, dollar-for-dollar basis, deemed funded concurrently with the new money loan
    • Each Roll-Up Lender's roll-up amount is equal to its pro rata share of the aggregate Senior Secured Obligations outstanding on the closing date, along with all accrued and unpaid interest, premiums, and fees thereon
    • The roll-up satisfies and discharges an equal amount of Senior Secured Obligations without constituting a novation
• Both the new money loan and the roll-up loans have been fully funded. The DIP lenders have no further commitments to fund any amounts under the DIP Credit Agreement.
• As of the petition date, the borrower owed not less than $450 million in aggregate principal under the prepetition Senior Secured Credit Agreement, plus all accrued and unpaid interest, fees, costs, premiums, expenses, and other obligations.

Cash Collateral

• All of the debtors' cash wherever located and held, including amounts generated by the collection of prepetition collateral (including accounts receivable), all other cash proceeds of the prepetition collateral, and amounts held in the debtors' banking, checking, or other deposit accounts as of or after the petition date, constituting cash collateral of the Senior Secured Parties and DIP Secured Parties within the meaning of section 363(a) of the Bankruptcy Code.
• The debtors are authorized to use cash collateral in accordance with the DIP Documents and the approved budget, subject to permitted variances, provided that the Senior Secured Parties are granted adequate protection.

Fees

• The debtors are authorized to pay, on a non-refundable and irrevocable basis, all fees and premiums due under the DIP Documents, including amendment fees, prepayment premiums, servicing fees, audit fees, liquidator fees, structuring fees, administrative agent's fees, collateral agent's or security trustee's fees, upfront fees, upfront premiums, closing fees, commitment fees, closing date fees, exit premiums, original issue discount, agency fees, indemnities, and reasonable and documented professional fees and expenses.
  • Named professionals retained by or on behalf of the DIP Agent or Existing DIP Lenders include Sullivan & Cromwell LLP, Bracewell LLP, MacFarlanes LLP, Paksoy, Kirkland & Ellis LLP, and Moelis & Company LLC.
  • DIP fees and expenses incurred prior to and unpaid as of the closing date, for which an invoice was sent at least two business days prior, are payable indefeasibly upon the closing date.
• Professionals for the DIP Agent, Existing DIP Lenders, and Senior Secured Parties are not required to comply with U.S. Trustee fee guidelines but must provide summary invoices in reasonable detail when seeking payment prior to plan confirmation. Objections must be submitted within 10 calendar days of receipt; absent timely written objection by 12:00 p.m. prevailing Central Time on the end date of the review period, invoices are payable within 10 business days.

Termination

• On the termination date, all DIP obligations become immediately due and payable and all authority to use cash collateral ceases; provided that, during the DIP Agent Remedies Notice Period, the debtors may use cash collateral solely to fund the carve-out and to pay employee and tax-related obligations and other expenses critical to estate administration.
• Events of default include: (a) the failure of the debtors to perform, in any material respect, any of their obligations under the final order, or (b) the occurrence of an "Event of Default" under the DIP Credit Agreement, in each case unless waived or cured.
• Upon a continuing event of default, the DIP Agent (acting at the direction of the Majority Lenders) may deliver a Termination Notice on not less than seven business days' notice to the Remedies Notice Parties, after which it may:
  • Terminate the debtors' right to use cash collateral (subject to the carve-out)
  • Terminate the DIP facility as to any future liability or obligation
  • Declare all DIP obligations immediately due and payable
  • Invoke the right to charge interest at the default rate under the DIP Documents
• During the DIP Agent Remedies Notice Period, the debtors, the creditors' committee, and any party in interest may seek an emergency hearing (with the DIP Secured Parties automatically consenting to such hearing) to contest whether an event of default has occurred and is continuing or to authorize the non-consensual use of cash collateral; if such hearing is requested before the end of the DIP Agent Remedies Notice Period, the notice period shall be continued until the Court hears and rules on the matter.
• The milestones set forth in Section 8.21 of the DIP Credit Agreement were deleted in their entirety as of the First Amendment Effective Date.

Carve Out

• The carve-out is senior to all claims and liens, including DIP superpriority claims and DIP liens, and consists of the sum of:
  • All unpaid fees payable to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. § 1930(a), plus statutory interest
  • Unpaid reasonable and documented fees and expenses of a chapter 7 trustee in an aggregate amount not to exceed $75,000
  • Pre-Carve-Out Notice Amount: all accrued but unpaid allowed professional fees of debtor professionals and committee professionals incurred prior to delivery of a Carve-Out Trigger Notice, without regard to whether such fees are provided for in the approved budget
  • Post-Carve-Out Notice Amount: $2,250,000 for allowed professional fees incurred on or after delivery of a Carve-Out Trigger Notice, less the amount of any retainers held by such professionals after applying such retainers to satisfy any unpaid prepetition amounts owed to the respective professionals (excluding tail, success, or transaction fees of investment bankers)
• If the wind down and/or liquidation of the estates is not complete, the cases have not converted to chapter 7, or the cases have not been dismissed, in each case within four weeks of the Carve-Out Trigger Date, the Post-Carve-Out Notice Amount increases by $250,000 per week until the earliest to occur of completion of the wind down, conversion to chapter 7, or dismissal of the cases; provided that if the DIP Lenders have taken reasonable steps to effectuate a wind-down event and the debtors have objected to or are a material cause of such event not occurring, the debtors are not entitled to fund the additional carve-out amount (subject to the debtors' right to request an emergency hearing for the Court to determine whether such funding termination event has occurred).
• A Professional Fees Escrow Account has been established as a segregated trust account exclusively for the payment of professional fees, which account is not subject to the control of the DIP Agent, any DIP Lender, or Senior Secured Lenders, and is not property of the debtors' estates, not subject to DIP liens or adequate protection liens, and does not constitute DIP collateral.
• If the Professional Fees Escrow Account is not funded with the full carve-out amount within two business days of delivery of a Carve-Out Notice, the DIP lenders are required to fund any shortfall. Following delivery of a Carve-Out Notice, the DIP Agent and Prepetition Agents may not sweep or foreclose on the debtors' cash until the Professional Fees Escrow Account has been fully funded.

Use of Proceeds

• The debtors are authorized to use proceeds of the DIP facility and cash collateral solely in accordance with the final order and DIP Documents, including to:
  • Permit the orderly continuation of business operations and maintain business relationships with vendors, suppliers, and customers
  • Make payroll and capital expenditures
  • Satisfy working capital and other operational needs
  • Fund expenses of the chapter 11 cases
• None of the new money loan, DIP collateral, prepetition collateral (including cash collateral), or carve-out proceeds may be used to investigate, initiate, or prosecute claims against any of the DIP Secured Parties or Senior Secured Parties, or to challenge the validity, enforceability, priority, or extent of the DIP obligations, Senior Secured Obligations, or related liens; provided that up to $100,000 may be used by the creditors' committee during the challenge period solely to investigate (but not to object to, challenge, prosecute, litigate, or conduct formal discovery regarding) the validity, enforceability, perfection, priority, or extent of the prepetition liens or any potential challenge against the Senior Secured Parties.

Credit Bid

• The DIP Secured Parties (including the Vestas Lender) and the Senior Secured Parties have the right to credit bid, directly or through one or more acquisition vehicles, up to the full amount of their respective DIP obligations or Senior Secured Obligations, as applicable, in any sale of all or any portion of the prepetition collateral or the collateral, including sales under section 363 of the Bankruptcy Code or as part of a chapter 11 plan, in accordance with the Bid Procedures Order, DIP Documents, Oaktree Term Sheet, and prepetition documents.
• No debtor may object to or solicit, support, or encourage any objection to the DIP Secured Parties' or Senior Secured Parties' right to credit bid.

Avoidance Actions

• The DIP collateral excludes "Excluded Collateral," defined as claims and causes of action under sections 502(d), 544, 545, 547, 548, and 550 of the Bankruptcy Code, commercial tort claims and other claims and causes of action, in each case against any of the Senior Secured Parties or their affiliates, and any proceeds or property recovered therefrom, whether by judgment, settlement, or otherwise.

Challenge Period and Budget

• The deadline to bring a challenge is no later than:
  • For the creditors' committee: 60 calendar days from the filing of the notice of formation of the creditors' committee
  • For a chapter 7 or chapter 11 trustee appointed prior to the end of the challenge period: the later of 60 calendar days after entry of the interim order or 30 calendar days after appointment of such trustee
  • For all other parties in interest: 60 calendar days after entry of the interim order
  • Any later date agreed in writing by the debtors, the DIP Agent (acting at the direction of the Majority Lenders), and the Senior Secured Parties
  • Any later court-ordered date for cause upon a motion filed and served within the applicable period
• The challenge period is automatically tolled for the creditors' committee with respect to challenges specifically identified in the Standing Motion (Docket No. 301, filed October 2, 2025) and the Lien Challenge Letter dated October 7, 2025.
  • With respect to the Standing Motion, the tolling continues until standing is granted or denied (and if granted, for three business days thereafter).
  • With respect to the Lien Challenge Letter, the creditors' committee was required to engage in good faith with the debtors and Senior Secured Parties, and absent consensual resolution, the deadline for seeking standing was October 31, 2025 (unless extended by agreement), with the challenge period terminating upon entry of an order denying or granting standing (and if granted, for three business days thereafter).
• Investigation budget: no more than $100,000 may be used by the creditors' committee during the challenge period solely to investigate (but not object to, challenge, prosecute, or litigate) the validity, enforceability, perfection, priority, or extent of the prepetition liens or any potential challenge against the Senior Secured Parties.
• The approved budget may be modified, amended, extended, and updated from time to time in accordance with the DIP Credit Agreement without further court approval. On and after the First Amendment Effective Date, references to the approved budget refer to the Updated Budget as defined in the First Amendment.

Securities and Priorities

• The DIP obligations constitute allowed superpriority administrative expense claims against each of the debtors on a joint and several basis, subject and subordinate only to the carve-out, payable from and having recourse to all prepetition and postpetition property of the debtors (excluding the Excluded Collateral).
• The DIP lenders are granted perfected liens on and security interests in all of the debtors' prepetition and postpetition assets and properties (the "DIP Collateral"), other than Excluded Collateral, subject to the carve-out and permitted prior liens, with the following priorities:
  • First-priority senior priming liens on all prepetition collateral subject to the prepetition liens, pursuant to section 364(d)(1), senior to the interests of the Senior Secured Parties (including adequate protection liens)
  • First-priority liens on all unencumbered property, pursuant to section 364(c)(2)
  • Junior liens on property subject to valid, perfected, and non-avoidable senior liens (other than the primed liens) in existence immediately prior to the petition date, pursuant to section 364(c)(3)
• The DIP liens may not be subordinated to or made pari passu with any lien preserved under section 551, any post-petition lien (including governmental liens), or any intercompany or affiliate liens.
• The DIP Agent holds liens on the Vestas Collateral solely for the benefit of the Vestas Lender and the Vestas-Silo Obligations; liens on all Other Collateral are held solely for the benefit of the Existing DIP Lenders and the Oaktree-Silo Obligations.
• The prepetition liens and the DIP liens that prime them are continuing liens until indefeasible payment in full of all Senior Secured Obligations and DIP Obligations, respectively; provided that, with respect to the Vestas Collateral, all prepetition liens shall be released substantially concurrently with the consummation of each Vestas Transaction (with such liens attaching to net proceeds), and the DIP lien securing the Vestas-Silo Obligations shall encumber the Vestas Collateral until all Vestas-Silo Obligations have been indefeasibly paid in full or otherwise discharged or satisfied.

Adequate Protection

Prepetition Senior Secured Parties

• Replacement liens (Adequate Protection Liens) on all DIP collateral in an amount equal to any diminution in value of the Senior Secured Parties' interests in the prepetition collateral from and after the petition date, subordinate only to the DIP liens, any prepetition permitted prior liens, and the carve-out.
• Allowed superpriority administrative expense claims (Adequate Protection Superpriority Claims) to the extent of any diminution in value, subordinate only to the carve-out and senior to all other administrative expense claims in the chapter 11 cases.
• Payment in full in cash of reasonable and documented professional fees, expenses, and disbursements, including those of Moelis & Company LLC, Sullivan & Cromwell LLP, Bracewell LLP, MacFarlanes LLP, Paksoy, and Kirkland & Ellis LLP, with prepetition amounts payable within 10 business days of receipt of invoices and postpetition amounts submitted monthly and payable within 10 business days after expiration of the review period. Such fees are not subject to separate court approval or U.S. Trustee fee guidelines.
• Compliance by the debtors in all material respects with the covenants set forth in the DIP Credit Agreement until indefeasible payment in full of all DIP obligations.
• Following indefeasible payment in full of all DIP obligations, the approved budget shall continue to be updated, and the Senior Secured Parties remain entitled to performance of certain financial reporting and other covenants set forth in Sections 8.01, 8.02, and 8.20 of the DIP Credit Agreement.
• Prompt notice to the Senior Secured Parties of the debtors' failure to maintain unrestricted cash of at least $10 million at any time.
• The debtors shall continue to maintain and insure the prepetition collateral and DIP collateral in amounts and for the risks as required under the prepetition documents and DIP documents.
• From and after the First Amendment Effective Date, the Senior Secured Parties do not have the benefit of any Adequate Protection Liens on any of the Vestas Collateral.
• The final order is without prejudice to the Senior Secured Parties' right to request further or alternative forms of adequate protection at any time, and the rights of the debtors and any other party to contest such requests are preserved.

Release

• Each of the debtors and the debtors' estates unconditionally and irrevocably releases and forever discharges the DIP Secured Parties and each of their respective Representatives (collectively, the Released Parties), in their capacities as such, from any and all obligations, liabilities, claims, counterclaims, demands, defenses, causes of action, and other matters of any kind arising prior to the date of the final order, arising out of or related to the DIP Documents, the obligations and financial accommodations made thereunder, and the negotiation thereof.
• The release does not extend to claims against a Released Party that a court of competent jurisdiction determines resulted from such Released Party's fraud, bad faith, gross negligence, or willful misconduct.
• The release does not relieve the DIP Secured Parties of their respective obligations to the debtors under the DIP Documents from and after the date of the final order.

Waivers

• Section 506(c): No costs or expenses of administration of the chapter 11 cases or any successor cases shall be charged against or recovered from the DIP collateral (including cash collateral) or the prepetition collateral without the prior written consent of the DIP Agent or the Senior Secured Parties, as applicable.
• Section 552(b): The "equities of the case" exception shall not apply to any of the Senior Secured Parties with respect to proceeds, products, offspring, or profits of any prepetition collateral or the collateral.
• The equitable doctrine of "marshaling" shall not apply with respect to the DIP collateral for the benefit of any party other than the DIP Secured Parties, or with respect to the prepetition collateral (including cash collateral) for the benefit of any party other than the Senior Secured Parties; provided that, in the event of an enforcement of remedies, the DIP Secured Parties and Senior Secured Parties shall use commercially reasonable efforts to first satisfy their obligations from DIP collateral or prepetition collateral, as applicable, before seeking satisfaction from unencumbered property.