DRAW COMMITMENT
AGGREGATE AVAILABILITY.
(II)
DELAYED DRAW TERM LOAN NOTES.
AT THE
REQUEST OF ANY TERM LENDER, FMC SHALL EXECUTE AND DELIVER TO AGENT ON BEHALF OF
EACH TERM LENDER, ON THE DELAYED DRAW DATE, A PROMISSORY NOTE, SUBSTANTIALLY IN
THE FORM OF EXHIBIT A-3 ATTACHED HERETO AND MADE A PART HEREOF (SUCH PROMISSORY
NOTES, TOGETHER WITH ANY NEW NOTES ISSUED PURSUANT TO SECTION 11.2 UPON THE
ASSIGNMENT OF ANY PORTION OF ANY LENDER TERM LOAN, BEING HEREINAFTER REFERRED TO
COLLECTIVELY AS THE "DELAYED DRAW TERM LOAN NOTES" AND EACH OF SUCH PROMISSORY
NOTES BEING HEREINAFTER REFERRED TO INDIVIDUALLY AS AN "DELAYED DRAW TERM LOAN
NOTE").
THE DELAYED DRAW TERM LOAN NOTES, IF ANY, SHALL EVIDENCE THE DELAYED
DRAW LENDER TERM LOAN OF EACH TERM LENDER IN AN ORIGINAL PRINCIPAL AMOUNT EQUAL
TO THAT TERM LENDER'S PRO RATA SHARE OF THE ORIGINAL PRINCIPAL AMOUNT OF THE
DELAYED DRAW TERM LOAN ON THE DELAYED DRAW DATE AND WITH OTHER APPROPRIATE
INSERTIONS.
EACH DELAYED DRAW TERM LOAN NOTE, IF ANY, SHALL BE DATED THE
DELAYED DRAW DATE AND SHALL MATURE ON THE STATED TERMINATION DATE.
EACH PAYMENT
SHALL BE PAYABLE TO THE AGENT FOR THE ACCOUNT OF THE APPLICABLE TERM LENDER.
THE DELAYED DRAW TERM LOAN SHALL BE PAYABLE IN FULL ON THE EARLIER OF (X) THE
DATE ON WHICH THIS AGREEMENT IS TERMINATED FOR ANY REASON AND (Y) THE DATE THE
REVOLVING CREDIT COMMITMENTS ARE TERMINATED OR HAVE EXPIRED.
PAYMENT OR
PREPAYMENT OF THE DELAYED DRAW TERM LOAN MAY NOT BE REBORROWED.
18
(B)
PROCEDURE FOR BORROWING.
(I)
A SINGLE BORROWING SHALL BE MADE UPON A
BORROWER'S IRREVOCABLE WRITTEN NOTICE DELIVERED TO THE AGENT IN THE FORM OF A
NOTICE OF BORROWING, WHICH MUST BE RECEIVED BY THE AGENT PRIOR TO (I) 10:00 A.M.
(LOS ANGELES TIME) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DELAYED DRAW DATE,
IN THE CASE OF LIBOR RATE LOANS AND (II) 10:00 A.M. (LOS ANGELES TIME) ON THE
REQUESTED FUNDING DATE, IN THE CASE OF BASE RATE LOANS, SPECIFYING:
(1)
THE AMOUNT OF THE BORROWING UNDER THE
DELAYED DRAW TERM LOAN;
(2)
THE REQUESTED DELAYED DRAW DATE, WHICH MUST
BE A BUSINESS DAY;
(3)
WHETHER THE DELAYED DRAW TERM LOAN
REQUESTED IS TO BE A BASE RATE TERM LOAN OR LIBOR RATE LOAN (AND IF NOT
SPECIFIED, IT SHALL BE DEEMED A REQUEST FOR A BASE RATE TERM LOAN); AND
(4)
THE DURATION OF THE INTEREST PERIOD FOR
LIBOR RATE LOANS (AND IF NOT SPECIFIED, IT SHALL BE DEEMED A REQUEST FOR AN
INTEREST PERIOD OF ONE MONTH);
provided, however, that if the Delayed Draw Date is within three Business Days
of the Closing Date, such Borrowings will consist of Base Rate Revolving Loans
only.
(II)
THE BORROWERS SHALL HAVE NO RIGHT TO
REQUEST A LIBOR RATE LOAN WHILE A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING.
(C)
RELIANCE UPON AUTHORITY.
PRIOR TO THE CLOSING
DATE, THE BORROWERS SHALL DELIVER TO THE AGENT A NOTICE SETTING FORTH THE
DESIGNATED ACCOUNTS TO WHICH