OR BOUND BY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN
RESPECT OF THE REVOLVING CREDIT COMMITMENTS, LOANS, OTHER OBLIGATIONS AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AS SET FORTH HEREIN.
THE PARTIES ACKNOWLEDGE
AND AGREE THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS DO NOT CONSTITUTE A
NOVATION, PAYMENT AND REBORROWING OR TERMINATION OF THE OBLIGATIONS UNDER THE
EXISTING CREDIT AGREEMENT AND THAT ALL SUCH OBLIGATIONS ARE IN ALL RESPECTS
CONTINUED AND OUTSTANDING AS OBLIGATIONS UNDER THIS AGREEMENT AND THE NOTES WITH
ONLY THE TERMS BEING MODIFIED FROM AND AFTER THE CLOSING DATE AS PROVIDED IN
THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS.
1.2
REVOLVING LOANS.
(A)
(I)
AMOUNTS.
SUBJECT TO THE SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN
ARTICLE 8, AND EXCEPT FOR NON-RATABLE LOANS AND AGENT ADVANCES, EACH REVOLVING
CREDIT LENDER SEVERALLY, BUT NOT JOINTLY, AGREES, UPON A BORROWER'S REQUEST FROM
TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE CLOSING DATE TO THE
TERMINATION DATE, TO MAKE REVOLVING LOANS (THE "REVOLVING LOANS") TO THE
BORROWERS IN AGGREGATE AMOUNTS NOT TO EXCEED SUCH LENDER'S PRO RATA SHARE OF THE
AGGREGATE AVAILABILITY. THE REVOLVING CREDIT LENDERS, HOWEVER, IN THEIR
UNANIMOUS DISCRETION, MAY ELECT TO MAKE REVOLVING LOANS OR ISSUE OR ARRANGE TO
HAVE ISSUED LETTERS OF CREDIT IN EXCESS OF THE AGGREGATE BORROWING BASES OR THE
BORROWING BASE OF FMC OR FRC, AS APPLICABLE, ON ONE OR MORE OCCASIONS, BUT IF
THEY DO SO, NEITHER THE AGENT NOR THE REVOLVING CREDIT LENDERS SHALL BE DEEMED
THEREBY TO HAVE CHANGED THE LIMITS OF THE BORROWING BASE OF FMC OR FRC, OR THE
AGGREGATE BORROWING BASES OR TO BE OBLIGATED TO EXCEED SUCH LIMITS ON ANY OTHER
OCCASION.
(II)
AT THE REQUEST OF ANY REVOLVING CREDIT
LENDER, EACH OF THE FMC BORROWERS AND EACH OF THE FRC BORROWERS SHALL EXECUTE
AND DELIVER TO SUCH LENDER A SINGLE NOTE TO EVIDENCE THE REVOLVING LOANS OF THAT
LENDER.
EACH NOTE SHALL BE IN THE PRINCIPAL AMOUNT OF THE REVOLVING CREDIT
LENDER'S PRO RATA SHARE OF THE REVOLVING CREDIT COMMITMENTS, DATED THE DATE
HEREOF AND SUBSTANTIALLY IN THE FORM OF EXHIBIT A-1 (EACH SUCH NOTE, TOGETHER
WITH ANY NEW NOTE ISSUED PURSUANT TO SECTION 11.2 UPON THE ASSIGNMENT OF ANY
PORTION OF ANY REVOLVING CREDIT LENDER'S REVOLVING LOANS AND REVOLVING CREDIT
COMMITMENT A "REVOLVING LOAN NOTE" AND, COLLECTIVELY, THE "REVOLVING LOAN
NOTES").
EACH REVOLVING LOAN NOTE SHALL REPRESENT THE OBLIGATION OF EACH OF FMC
AND FRC TO PAY THE AMOUNT OF SUCH REVOLVING CREDIT LENDER'S PRO RATA SHARE OF
THE REVOLVING CREDIT COMMITMENTS, OR, IF LESS, SUCH REVOLVING CREDIT LENDER'S
PRO RATA SHARE OF THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL REVOLVING LOANS
TO FMC OR FRC, AS APPLICABLE, TOGETHER WITH INTEREST THEREON AS PRESCRIBED IN
SECTION 1.2.
THE ENTIRE UNPAID BALANCE OF THE REVOLVING LOANS AND ALL OTHER
NON-CONTINGENT OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE IN FULL IN
IMMEDIATELY AVAILABLE FUNDS ON THE TERMINATION DATE.
3
(B)
PROCEDURE FOR BORROWING.
(I)
EACH BORROWING SHALL BE MADE