THE REQUEST OF ANY
TERM LENDER, FMC SHALL EXECUTE AND DELIVER TO AGENT ON BEHALF OF EACH TERM
LENDER, ON THE CLOSING DATE, A PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT A-2 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 "TERM LOAN NOTES" AND EACH OF SUCH PROMISSORY NOTES BEING
HEREINAFTER REFERRED TO INDIVIDUALLY AS A "TERM LOAN NOTE").
THE TERM LOAN
NOTES, IF ANY, SHALL EVIDENCE THE LENDER TERM LOAN OF EACH TERM LENDER IN AN
ORIGINAL PRINCIPAL AMOUNT EQUAL TO THAT TERM LENDER'S PRO RATA SHARE OF
$22,000,000 AND WITH OTHER APPROPRIATE INSERTIONS.
EACH TERM LOAN NOTE, IF ANY,
SHALL BE DATED THE CLOSING 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 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 TERM LOAN MAY NOT BE REBORROWED.
1.4
LETTERS OF CREDIT.
(A)
AGREEMENT TO ISSUE OR CAUSE TO ISSUE.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE AGENT AGREES (I) TO
CAUSE THE LETTER OF CREDIT ISSUER TO ISSUE FOR THE ACCOUNT OF A BORROWER ONE OR
MORE COMMERCIAL/DOCUMENTARY AND STANDBY LETTERS OF CREDIT ("LETTER OF CREDIT")
AND/OR (II) TO PROVIDE CREDIT SUPPORT OR OTHER ENHANCEMENT TO A LETTER OF CREDIT
ISSUER ACCEPTABLE TO THE AGENT, WHICH ISSUES A LETTER OF CREDIT FOR THE ACCOUNT
OF A BORROWER (ANY SUCH CREDIT SUPPORT OR ENHANCEMENT BEING HEREIN REFERRED TO
AS A "CREDIT SUPPORT") FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT.
(B)
AMOUNTS; OUTSIDE EXPIRATION DATE.
THE AGENT
SHALL NOT HAVE ANY OBLIGATION TO ISSUE OR CAUSE TO BE ISSUED ANY LETTER OF
CREDIT OR TO PROVIDE CREDIT SUPPORT FOR ANY LETTER OF CREDIT AT ANY TIME IF:
(I) THE MAXIMUM FACE AMOUNT OF THE REQUESTED LETTER OF CREDIT IS GREATER THAN
THE UNUSED LETTER OF CREDIT SUBFACILITY AT SUCH TIME; (II) THE MAXIMUM UNDRAWN
AMOUNT OF THE REQUESTED LETTER OF CREDIT AND ALL COMMISSIONS, FEES, AND CHARGES
DUE FROM THE BORROWERS IN CONNECTION WITH THE OPENING THEREOF WOULD EXCEED THE
AGGREGATE AVAILABILITY AT SUCH TIME; OR, AS TO ANY LETTER OF CREDIT ISSUED FOR
THE ACCOUNT OF FMC, WOULD EXCEED THE AVAILABILITY OF FMC AT THAT TIME OR, AS TO
ANY LETTER OF CREDIT ISSUED
7
FOR THE ACCOUNT OF FRC, WOULD EXCEED THE AVAILABILITY OF FRC AT THAT TIME, OR
(III) SUCH LETTER OF CREDIT HAS AN EXPIRATION DATE LESS THAN 30 DAYS PRIOR TO
THE STATED TERMINATION DATE OR MORE THAN 12 MONTHS FROM THE DATE OF ISSUANCE FOR
STANDBY LETTERS OF CREDIT AND 180 DAYS FOR DOCUMENTARY LETTERS OF