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
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 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,
3
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 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 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.
(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 (I) 10:00 A.M. (LOS ANGELES TIME) THREE
BUSINESS DAYS PRIOR TO THE REQUESTED FUNDING 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, WHICH IN THE
CASE OF A LIBOR RATE LOAN MUST EQUAL OR EXCEED $1,000,000 (AND INCREMENTS OF
$500,000 IN EXCESS OF SUCH AMOUNT);
(2)
THE REQUESTED FUNDING DATE, WHICH MUST BE A
BUSINESS DAY;
(3)
WHETHER THE REVOLVING LOANS REQUESTED ARE
TO BE BASE RATE REVOLVING LOANS OR LIBOR RATE LOANS (AND IF NOT SPECIFIED, IT
SHALL BE DEEMED A REQUEST FOR A BASE RATE REVOLVING 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).
(II)
IN LIEU OF DELIVERING A NOTICE OF