Common use of Excess Cash Flow Prepayments Clause in Contracts

Excess Cash Flow Prepayments. (a) Within five (5) Business Days after each delivery of a certificate from Comercial pursuant to Section 7.1(f), Comercial shall prepay the outstanding Loans in an amount equal to fifty percent (50%) of the sum of the Excess Cash Flow Amount as of the last day of the fiscal quarter to which such certificate applies and the Excess Cash Flow Amount as of the last day of the fiscal quarter immediately preceding such fiscal quarter, in each case calculated in constant Pesos as of the last day of the fiscal quarter of Comercial to which such certificate applies, each such prepayment, an "Excess Cash Flow Prepayment". Each Excess Cash Flow Prepayment shall be applied to the repayment of Loans pursuant to Sections 4.1(d) and (e). Prior to any such prepayment, the calculation of any Excess Cash Flow Prepayment shall be converted from Pesos into Dollars pursuant to a conversion rate in effect at the time such calculation is performed, and each Excess Cash Flow Prepayment shall be paid in Dollars. (b) For the purposes of this Agreement, the term "Excess Cash Flow Amount" shall mean, as of the last day of any fiscal quarter of Comercial, Combined Operating Cash Flow for the twelve-month period ending on the last day of such fiscal quarter plus or minus working capital (as defined under GAAP), plus or minus gross interest expense (as defined under GAAP), plus or minus taxes, plus or minus Consolidated Capital Expenditures, plus or minus any permitted dividends paid by Comercial or Vitrocrisa during such period, plus or minus mandatory prepayments or repayments paid during such period with respect to the Obligations (including any Excess Cash Flow Prepayments previously paid) and any other permitted Indebtedness incurred pursuant to Section 8.3 including any such permitted Indebtedness owing to Affiliates, plus or minus Other Transactions to the extent not otherwise included in any of the foregoing, plus or minus statutory profit sharing for employees under Mexican law (PTU) for such period to the extent not otherwise included in taxes, plus any cash balances, minus the equivalent in Pesos of U.S.$2,000,000, based on a conversion rate in effect at the time such Excess Cash Flow Amount is calculated, minus restricted cash held in the Debt Reserve Account (as defined in the Security Agreement) and, minus restricted cash held in the Vitrocrisa Comercial Collection Account to the extent required to pay debt service for the next quarter; provided, that the foregoing shall be calculated on a combined basis for Comercial and Vitrocrisa.

Excess Cash Flow Prepayments. (ai) Within On the second Quarterly Payment Date of each fiscal year commencing with the Quarterly Payment Date on June 1, 2020, the Borrower shall offer to prepay the Loans in accordance with this Section 3.01(b) in an amount equal to 50% of Consolidated Excess Cash Flow for the most recently ended fiscal year. (ii) In connection with any offer to make a prepayment required by clause (i) above, the Borrower shall provide prior written or telephonic notice thereof, in each case given to the Administrative Agent on the applicable Quarterly Payment Date. Each such notice shall include the calculation of the amount of Consolidated Excess Cash Flow giving rise to the prepayment offer and the amount that is available to prepay the Loans. In the event that the Borrower shall subsequently determine that the actual amount of Consolidated Excess Cash Flow exceeded the amount set forth in such notice, the Borrower shall promptly make an additional offer to prepay the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a notice of offer to make such prepayment demonstrating the calculation of such excess. (iii) Each Lender, in its sole discretion, may, but is not obligated to, decline the Borrower’s offer to make any prepayment pursuant to this Section 3.01(b), in each case, with respect to such Lender’s pro rata share of such prepayment. Promptly after the date of receipt of the notice required by clause (ii) of this Section 3.01(b), the Administrative Agent shall provide written notice (the “First Offer”) to the Lenders of the amount available to prepay the Loans within one (1) Business Day of receipt of the applicable notice. Any Lender declining such prepayment (a “Declining Lender”) shall give written notice thereof to the Administrative Agent by 10:00 a.m. (Central time) no later than five (5) Business Days after each delivery the date of a certificate such notice from Comercial the Administrative Agent (the “First Offer Deadline”) and on such date the Administrative Agent shall provide notice to the Borrower of the aggregate amount accepted for prepayment pursuant to Section 7.1(f), Comercial the First Offer. The Borrower shall prepay the outstanding Loans accepted for prepayment pursuant to the First Offer no later than the date specified for such prepayment in an the First Offer in the amount equal set forth in the applicable notice from the Administrative Agent. Additionally, on the First Offer Deadline (or earlier if the Administrative Agent has received responses from all Lenders) the Administrative Agent shall then provide written notice (the “Second Offer”) to fifty percent the Lenders other than the Declining Lenders (50%such Lenders being the “Accepting Lenders”) of the sum additional amount available (due to such Declining Lenders’ declining such prepayment) to prepay Loans owing to such Accepting Lenders, such available amount to be allocated on a pro rata basis among the Accepting Lenders that accept the Second Offer. Any Lenders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 10:00 a.m. (Central time) no later than five (5) Business Days after the date of such notice of a Second Offer. The Borrower shall prepay the Loans accepted for prepayment pursuant to the Second Offer within one Business Day after its receipt of notice from the Administrative Agent of the Excess Cash Flow Amount as aggregate amount of the last day of the fiscal quarter to which such certificate applies and the Excess Cash Flow Amount as of the last day of the fiscal quarter immediately preceding such fiscal quarter, in each case calculated in constant Pesos as of the last day of the fiscal quarter of Comercial to which such certificate applies, each such prepayment, an "Excess Cash Flow Prepayment". Each Excess Cash Flow Prepayment shall be applied to Amounts remaining after the repayment allocation of Loans pursuant to Sections 4.1(d) and (e). Prior to any such prepayment, the calculation of any Excess Cash Flow Prepayment shall be converted from Pesos into Dollars pursuant to a conversion rate in effect at the time such calculation is performed, and each Excess Cash Flow Prepayment shall be paid in Dollars. (b) For the purposes of this Agreement, the term "Excess Cash Flow Amount" shall mean, as of the last day of any fiscal quarter of Comercial, Combined Operating Cash Flow for the twelve-month period ending on the last day of such fiscal quarter plus or minus working capital (as defined under GAAP), plus or minus gross interest expense (as defined under GAAP), plus or minus taxes, plus or minus Consolidated Capital Expenditures, plus or minus any permitted dividends paid by Comercial or Vitrocrisa during such period, plus or minus mandatory prepayments or repayments paid during such period accepted amounts with respect to the Obligations (including any Excess Cash Flow Prepayments previously paid) First Offer and any other permitted Indebtedness incurred pursuant the Second Offer to Section 8.3 including any such permitted Indebtedness owing to Affiliates, plus or minus Other Transactions to the extent not otherwise included in any of the foregoing, plus or minus statutory profit sharing for employees under Mexican law (PTU) for such period to the extent not otherwise included in taxes, plus any cash balances, minus the equivalent in Pesos of U.S.$2,000,000, based on a conversion rate in effect at the time such Excess Cash Flow Amount is calculated, minus restricted cash held in the Debt Reserve Account (as defined in the Security Agreement) and, minus restricted cash held in the Vitrocrisa Comercial Collection Account to the extent required to pay debt service for the next quarter; provided, that the foregoing Accepting Lenders shall be calculated on a combined basis for Comercial and Vitrocrisaretained by the Borrower.

Excess Cash Flow Prepayments. Until the Term Loans are paid in full, Lender may deliver a notice to Borrower, such notice to be delivered within thirty (a30) Within five (5) Business Days days after each delivery the receipt by Lender of Borrower's audited financial statements for any fiscal year of' Borrower, commencing with the fiscal quarter ending December 31, 1997, requiring Borrower to make a certificate from Comercial pursuant prepayment to Section 7.1(f)be applied against the Term Loans, Comercial shall prepay the outstanding Loans in an amount equal of up to fifty percent (50%) of the sum of the Borrower's Excess Cash Flow Amount as of (the last day of the fiscal quarter to which such certificate applies and the "Required Excess Cash Flow Amount as of the last day of Payment") for the fiscal quarter immediately preceding year represented by such fiscal quarter, in each case calculated in constant Pesos as financial statements. Any prepayments required under this Section 7.7 are strictly at the sole option of Lender. All payments required hereunder shall be paid by Borrower within thirty (30) days following the last day delivery by Lender of the fiscal quarter a written demand for such payment hereunder. Failure of Comercial Lender to which such certificate applies, each such prepayment, an "demand or require a Required Excess Cash Flow Prepayment". Each Payment with respect to a particular fiscal year of Borrower or the failure of Lender to demand a payment of the entire Required Excess Cash Flow Prepayment Payment with respect to a particular fiscal year of Borrower shall not constitute a waiver of Lender's right to demand a payment of the entire Required Excess Cash Flow Payment for any subsequent fiscal year of Borrower. All amounts paid pursuant to this Section 7.7 shall be applied first against the outstanding principal balance of Term Loan A, in the inverse order of the maturity of payments accruing under Term Note A, until all amounts due under Term Note A have been paid in full, and next against the outstanding principal balance of the Capex Note, in the inverse order of the maturity of payments accruing under the Capex Note, until all amounts due under the Capex Note have been paid in full. No fee or other form of prepayment premium shall be applied to the repayment any payments required under this Section 7.7. No Termination Fee, Make Whole Premium or other form of Loans pursuant to Sections 4.1(d) and (e). Prior prepayment premium shall be applied to any such prepayment, the calculation of any Excess Cash Flow Prepayment shall be converted from Pesos into Dollars pursuant to a conversion rate in effect at the time such calculation is performed, and each Excess Cash Flow Prepayment shall be paid in Dollarspayments made under this Section 7.7. (b) For the purposes of this Agreement, the term "Excess Cash Flow Amount" shall mean, as of the last day of any fiscal quarter of Comercial, Combined Operating Cash Flow for the twelve-month period ending on the last day of such fiscal quarter plus or minus working capital (as defined under GAAP), plus or minus gross interest expense (as defined under GAAP), plus or minus taxes, plus or minus Consolidated Capital Expenditures, plus or minus any permitted dividends paid by Comercial or Vitrocrisa during such period, plus or minus mandatory prepayments or repayments paid during such period with respect to the Obligations (including any Excess Cash Flow Prepayments previously paid) and any other permitted Indebtedness incurred pursuant to Section 8.3 including any such permitted Indebtedness owing to Affiliates, plus or minus Other Transactions to the extent not otherwise included in any of the foregoing, plus or minus statutory profit sharing for employees under Mexican law (PTU) for such period to the extent not otherwise included in taxes, plus any cash balances, minus the equivalent in Pesos of U.S.$2,000,000, based on a conversion rate in effect at the time such Excess Cash Flow Amount is calculated, minus restricted cash held in the Debt Reserve Account (as defined in the Security Agreement) and, minus restricted cash held in the Vitrocrisa Comercial Collection Account to the extent required to pay debt service for the next quarter; provided, that the foregoing shall be calculated on a combined basis for Comercial and Vitrocrisa.

Excess Cash Flow Prepayments. Within sixty (a60) Within five (5) Business Days after each delivery days following receipt by Lender of Borrower's annual audited financial statements, commencing with such financial statements for Borrower's fiscal year ending April 30, 1998, Lender may deliver a certificate from Comercial pursuant notice to Section 7.1(f), Comercial shall Borrower requiring Borrower to prepay the outstanding Loans Term Loan in an amount equal up to fifty twenty-five percent (5025%) of the sum of the Borrower's Excess Cash Flow Amount for such year. Any prepayments required under this Section 7.7 are strictly at the sole option of Lender, and are payable within thirty (30) days following the date of demand by Lender. All amounts paid pursuant to this Section 7.7 shall be applied against the balloon payment coming due on the Maturity Date with respect to the Term Loan until such amount has been paid in full, and thereafter against payments coming due under the Note in the inverse order of the maturity of such payments. No Termination Fee or other form of prepayment premium shall be applied to any payments made under this Section 7.7. (B) Notwithstanding the provisions of Article 14, and in particular Section 14(h) thereof, to the contrary, Borrower/Parent shall be permitted to make prepayments against the Subordinated Debt held by Plan C LLC, in an amount not to exceed twenty-five percent (25%) of Excess Cash Flow generated for the preceding fiscal year, such payments to be made not more frequently than annually, provided that all of the following conditions are satisfied: (1) such payment is made within sixty (60) days following Lender's receipt of Parent's annual audited financial statements, commencing with such financial statements for Parent's fiscal year ending April 30, 1998; (2) no Event of Default or Incipient Default exists either as of the last day of the in Parent's immediately preceding fiscal quarter to which such certificate applies and the Excess Cash Flow Amount year or as of the last day date any such prepayment of Subordinated Indebtedness is to be made; and (3) the payment to Plan C LLC shall not create any Event of Default or Incipient Default hereunder; and (4) after giving effect to such payment, Borrower shall have remaining Excess Availability in an amount not less than One Million Dollars ($1,000,000). In the event that the full amount of any payment proposed to be made to Plan C LLC hereunder is limited by the operation of clause (4) of the fiscal quarter immediately preceding such fiscal quartersentence, in each case calculated in constant Pesos as but a lesser payment could be made which would satisfy all conditions of the last day preceding sentence, Borrower/Parent shall be permitted to make the maximum payment to Plan C LLC which would satisfy all of the fiscal quarter of Comercial to which such certificate applies, each such prepayment, an "Excess Cash Flow Prepayment". Each Excess Cash Flow Prepayment shall be applied to the repayment of Loans pursuant to Sections 4.1(d) and (e). Prior to any such prepayment, the calculation of any Excess Cash Flow Prepayment shall be converted from Pesos into Dollars pursuant to a conversion rate in effect at the time such calculation is performed, and each Excess Cash Flow Prepayment shall be paid in Dollarsforegoing conditions. (bC) For Notwithstanding the purposes provisions of this AgreementArticle 14, the term "Excess Cash Flow Amount" shall meanand in particular Section 14(c) thereof, as of the last day of any fiscal quarter of Comercial, Combined Operating Cash Flow for the twelve-month period ending on the last day of such fiscal quarter plus or minus working capital (as defined under GAAP), plus or minus gross interest expense (as defined under GAAP), plus or minus taxes, plus or minus Consolidated Capital Expenditures, plus or minus any permitted dividends paid by Comercial or Vitrocrisa during such period, plus or minus mandatory prepayments or repayments paid during such period with respect to the Obligations (including any Excess Cash Flow Prepayments previously paid) and any other contrary, Parent shall be permitted Indebtedness incurred pursuant to Section 8.3 including any such permitted Indebtedness owing to Affiliatespay dividends, plus or minus Other Transactions to the extent not otherwise included in any of the foregoing, plus or minus statutory profit sharing for employees under Mexican law (PTU) for such period to the extent not otherwise included in taxes, plus any cash balances, minus the equivalent in Pesos of U.S.$2,000,000, based on a conversion rate in effect at the time such Excess Cash Flow Amount is calculatedone-time-only basis, minus restricted cash held in the Debt Reserve Account (as defined in the Security Agreement) andto certain of its former or current shareholders, minus restricted cash held in the Vitrocrisa Comercial Collection Account to the extent required to pay debt service for the next quarter; provided, that the foregoing shall be calculated on a combined basis for Comercial and Vitrocrisa.including without