Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions
(a) Prepayments of Utilisations and cancellations of Commitments made pursuant to Clause 9.4 (Notes Repurchases) or Clause 9.5 (Asset Sales) shall be applied in the following order:
(i) firstly, in cancellation of the Available Commitments (and the Available Commitment of the Lenders will be cancelled rateably);
(ii) secondly, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Commitments under the Revolving Facility;
(iii) thirdly, in prepayment and cancellation of the Ancillary Outstandings and Ancillary Commitments; and
(iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, in permanent prepayment of the Facility A Loan.
(b) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall make prepayments under Clause 9.5 (Asset Sales) promptly upon receipt of the relevant proceeds.
(c) Subject to paragraph (d) below, the Borrower may, by giving the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment under Clause 9.5 (Asset Sales) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes such an election, then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.
(d) If the Borrower has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree).
Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations or cancellation of Available Commitments made under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) shall be applied in the following order:
(i) first, pro rata:
(A) in prepayment of Term Loans as contemplated in paragraphs (b) to (e) inclusive below; and
(B) if required (and only to the extent required) pursuant to Clause 26.3 (Excess Hedging), in payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans;
(ii) secondly, in cancellation of Available Commitments under the Revolving Facility (and the Available Commitments of the Lenders under the Revolving Facility will be cancelled rateably); and
(iii) thirdly, in prepayment of Revolving Facility Loans on a pro rata basis and cancellation of the corresponding Revolving Facility Commitments.
(b) Unless the Company makes an election under paragraph (d) below, the Borrowers shall prepay Loans at the following times:
(i) in the case of any prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds, promptly upon receipt of those proceeds; and
(ii) in the case of any prepayment relating to an amount of Excess Cashflow, within 30 days of delivery pursuant to Clause 21.1 (Financial statements) of the annual consolidated accounts of Startek for the relevant Financial Year, with the first such payment to be made in respect of the Financial Year ended 31 December 2021.
(c) A prepayment under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) shall be applied to the Term Loans pro rata and shall reduce the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by paragraph (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments).
(d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.
(e) If the Company has made an election under paragraph (d) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amo...
Application of mandatory prepayments and cancellations. (a) A prepayment under Clause 9.4 (Mandatory Prepayment – Distributions), Clause 9.5 (Mandatory Prepayment – Disposal Proceeds), Clause 9.6 (Mandatory Prepayment – Permitted XXX.XXXX Sale and Permitted Euronav Sale), Clause 9.7 (Mandatory Prepayment – Acquisition Proceeds) and Clause 9.8 (Mandatory Prepayment – Exchangeable Bond Proceeds) shall be applied to prepay the SPA Acquisition Bridge Facility Loan and Margin Loan Bridge Facility Loan pro rata and, when all SPA Acquisition Bridge Facility Loans and Margin Loan Bridge Facility Loans have been prepaid in full, to prepay the Bid Acquisition Bridge Facility Loan and the Reopening Acquisition Bridge Facility Loan pro rata.
(b) Amounts required to be applied in accordance with this Clause shall be applied in the following order:
(i) first, in cancellation of Available Commitments (and the Available Commitment of the Lenders will be cancelled rateably); and
(ii) secondly, in prepayment of Loans and cancellation of Commitments.
Application of mandatory prepayments and cancellations. (a) A prepayment of the Loan or cancellation of Available Commitments made under Clause 8.2 (Disposal, Insurance and Recovery Proceeds and Excess Cashflow) or under paragraph (c) of Clause 8.1 (Exit and Flotation) shall be applied in prepayment of the Loan as contemplated in paragraphs (b) to (e) inclusive below.
(b) Unless the Borrower makes an election under paragraph (d) below, the Borrower shall prepay the Loan at the following times:
(i) in the case of any prepayment relating to the amounts of Recovery Proceeds, Disposal Proceeds, Insurance Proceeds or Qualifying Flotation Proceeds, promptly upon (and in any event within five Business Days of) receipt of those proceeds; and
(ii) in the case of any prepayment relating to an amount of Excess Cashflow, on or prior to 30 June.
(c) A prepayment under Clause 8.2 (Disposal, Insurance and Recovery Proceeds and Excess Cashflow) or under paragraph (c) of Clause 8.1 (Exit and Flotation) shall prepay the Loan in reducing the relevant repayment instalment for each Repayment Date falling after the date of prepayment on a pro rata basis in the manner contemplated by paragraph (e) of Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments and reductions).
Application of mandatory prepayments and cancellations. (a) A prepayment of Loans made under clause 9.2 (Disposal and Insurance Proceeds) shall be applied, promptly upon receipt of the relevant proceeds, in the following order:
(i) first, in prepayment of the Facility B Loan;
(ii) secondly, in prepayment of the Facility A Loan; and
(iii) thirdly, in prepayment of the Facility C Loan (to the extent made available and drawn);
(b) Subject to paragraph (c) below, the Company may elect that any prepayment under clause 9.2 (Disposal and Insurance Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.
(c) If the Company has made an election under paragraph (b) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Facility A Lender otherwise agrees in writing).
Application of mandatory prepayments and cancellations and Clause 9.5 (Mandatory Prepayment Accounts):
Application of mandatory prepayments and cancellations the amount of Asset Sale Proceeds;
Application of mandatory prepayments and cancellations. 8.5.1 A prepayment of Loans or cancellation of Available Commitments made under Clause 8.3 (Disposal and Insurance Proceeds) shall be applied in prepayment of Term Loans as contemplated in Clauses 8.5.2 to 8.5.5 inclusive.
8.5.2 Unless the Borrower makes an election under Clause 8.5.4, the Borrower shall prepay Loans in the case of any prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds, promptly upon receipt of those proceeds.
8.5.3 A prepayment under Clause 8.3 (Disposal and Insurance Proceeds) shall prepay the Term Loans in the order determined by the Borrower.
Application of mandatory prepayments and cancellations. No prepayment in accordance with paragraph (a) above is required:
Application of mandatory prepayments and cancellations provided that on the Reinvestment End Date, the Parent shall procure that an amount of the Facilities is prepaid so as to ensure that the financial ratios set out in Clause 23.2 (Financial Ratios) for the Latest Ratio Period would not be breached if such financial ratios were tested for that Latest Ratio Period taking into account (on a pro forma basis) all disposals made since the last day of that Latest Ratio Period and the amount of such prepayment but without taking into account in the calculation of Cash any Net Proceeds that have not been reinvested as at such Reinvestment End Date.
