UNANIMOUS DISCRETION, MAY ELECT TO MAKE
REVOLVING LOANS OR ISSUE OR ARRANGE TO HAVE ISSUED LETTERS OF CREDIT IN EXCESS
OF THE BORROWING BASE 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, OR TO BE OBLIGATED TO EXCEED SUCH LIMITS ON
ANY OTHER OCCASION.
(II)
AT THE REQUEST OF ANY REVOLVING CREDIT LENDER, EACH OF THE
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
(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
4
LOAN NOTES").
EACH REVOLVING LOAN NOTE SHALL REPRESENT THE OBLIGATION OF FMC 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 TOGETHER
WITH INTEREST THEREON AS PRESCRIBED IN SECTION 2.1.
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.
(b)
Procedure for Borrowing.
(I)
SUBJECT TO SECTION 1.1, EACH BORROWING SHALL BE MADE UPON A
BORROWER'S IRREVOCABLE WRITTEN NOTICE DELIVERED TO THE AGENT IN THE FORM OF A
NOTICE OF BORROWING ("NOTICE OF BORROWING"), WHICH MUST BE RECEIVED BY THE AGENT
PRIOR TO 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; AND
(2)
THE REQUESTED FUNDING DATE, WHICH MUST BE A BUSINESS DAY.
(II)
IN LIEU OF DELIVERING A NOTICE OF BORROWING, A BORROWER MAY GIVE
THE AGENT TELEPHONIC NOTICE OF SUCH REQUEST FOR ADVANCES TO ITS DESIGNATED
ACCOUNT ON OR BEFORE THE DEADLINE SET FORTH ABOVE.
THE AGENT AT ALL TIMES SHALL
BE ENTITLED TO RELY ON SUCH TELEPHONIC NOTICE IN MAKING SUCH REVOLVING LOANS,
REGARDLESS OF WHETHER ANY WRITTEN CONFIRMATION IS RECEIVED.
(C)
RELIANCE UPON AUTHORITY.
PRIOR TO THE CLOSING DATE, THE BORROWERS
SHALL DELIVER TO THE AGENT A NOTICE SETTING FORTH THE ACCOUNTS OF FMC (EACH, A
"DESIGNATED ACCOUNT") TO WHICH THE AGENT IS AUTHORIZED TO TRANSFER THE PROCEEDS
OF THE REVOLVING LOANS REQUESTED HEREUNDER BY THE BORROWERS.
THE BORROWERS MAY
DESIGNATE A REPLACEMENT ACCOUNT FROM TIME TO TIME BY WRITTEN NOTICE.
ALL SUCH
DESIGNATED ACCOUNTS MUST BE REASONABLY SATISFACTORY TO THE AGENT.
THE AGENT IS
ENTITLED TO RELY CONCLUSIVELY ON ANY PERSON'S REQUEST FOR REVOLVING LOANS ON
BEHALF OF ANY BORROWER, SO LONG AS THE PROCEEDS THEREOF ARE TO