Sustainability Adjustments. “After the Second Amendment Effective Date, the Borrower, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of Holdings and its Subsidiaries. The Sustainability Coordinator, the Requisite Lenders and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on Holdings’ and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans, and Applicable Margin for Eurodollar Rate Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for Eurodollar Rate Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans or Applicable Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Lenders. The Sustainability Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the DB1/ 125951804.6
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Sustainability Adjustments. “After the Second Amendment Effective Date, the BorrowerThe Parent, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”)Agent, shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of Holdings the Parent and its Subsidiaries. The Sustainability Coordinator, the Requisite Lenders Administrative Agent and the Borrower Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m., New York City time, on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders of the applicable Class and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on Holdings’ and the Parent’s and/or its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Fee Rate, Rate and/or Applicable Margin for Base Rate Loans, such Class of Loans and Applicable Margin for Eurodollar Rate Loans Commitments will be made; made; provided that the amount of such adjustments shall not exceed (i) a in the case of the Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% and (ii) in the case of the Applicable Margin, an increase and/or a decrease of 0.05% decrease %, provided that in the otherwise applicable Applicable Margin for Eurodollar Rate Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to no event shall the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment Fee Rateless than zero. The pricing adjustments pursuant to the KPI’s KPIs will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower Parent and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, :
(i) any modification to the ESG Pricing Provisions which does not have has the effect of (x) reducing the Applicable Unused Margin and/or the Applicable Commitment Fee Rate, Applicable Margin for Base Rate Loans or Applicable Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph Section 1.07 shall (in each case) be subject to the consent of all Lenders; and
(ii) any other modification to the ESG Pricing Provisions (other than as provided for in clause (i) above) shall be subject only to the consent of the Requisite Majority Lenders. The Sustainability Coordinator will (i) assist Notwithstanding anything to the Borrower contrary in determining the ESG Pricing Provisions in connection with the this Section 1.07, no ESG Amendment shall be effective as to any Existing Term B Loans, and (ii) assist no decrease to the Borrowers Applicable Margin applicable to the Existing Term B Loans may be effected, in preparing informational materials focused on ESG to be used in connection with each case, without the DB1/ 125951804.6consent of each affected Existing Term B Lender.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
Sustainability Adjustments. “(a) After the Second Fourth Amendment Effective Date, the BorrowerBorrowers, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of Holdings the Company and its Subsidiaries. The Sustainability Coordinator, the Requisite Lenders Coordinator and the Borrower Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of each Lender and each Issuing Bank directly and adversely affected thereby. Upon effectiveness of any such ESG Amendment, based on Holdings’ and its Subsidiaries’ the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Line Fee Rate, Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans, and Applicable Margin for Eurodollar LIBO Rate Loans and CDOR Rate Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for Eurodollar LIBO Rate Loans and CDOR Rate Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar LIBO Rate Loans and CDOR Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment Fee Rateapplicable unused commitment fee payable pursuant to Section 2.05(a). The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Unused Commitment Fee Rateunused commitment fee payable pursuant to Section 2.05(a), the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans or Applicable Margin for Eurodollar LIBO Rate Loans and CDOR Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Required Lenders. .
(b) The Sustainability Coordinator will (i) assist the Borrower Borrowers in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the DB1/ 125951804.6ESG Amendment.
(c) This Section shall supersede any provisions in Section 13.12 to the contrary.
Appears in 1 contract
Sustainability Adjustments. “(a) After the Second Third Amendment Effective Date, Borrower Agent and the Borrower, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”), Coordinator shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of Holdings MLP Parent and its Restricted Subsidiaries. The Sustainability Coordinator, the Requisite Lenders Borrowers and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by the Borrowers, the Sustainability Coordinator and Lenders constituting the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on Holdings’ the performance of MLP Parent and its Subsidiaries’ performance Restricted Subsidiaries against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Fee RateLine Fee, Applicable Margin for Base Rate Loans, and Applicable Margin for Eurodollar Rate Loans LC Participation Fee will be made; provided that the amount of such adjustments shall not exceed result in an adjustment of (ix) a 0.05% increase and/or a 0.05% decrease in the case of the Unused Line Fee, more than one (1) basis point from the otherwise applicable Unused Line Fee and (y) in the case of the Applicable Margin and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Margin for Eurodollar Rate Loansor LC Participation Fee, as applicable. The KPIs, the performance of MLP Parent and its Restricted Subsidiaries against the KPIs, and any related pricing adjustments resulting therefrom will be determined based on certain certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on the effective date of the ESG Amendment, calculation and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower Agent and the Sustainability Coordinator (each acting reasonably). .
(b) Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans or Applicable Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Lenders. Required Lenders so long as such modification does not have the effect of reducing the Commitment Fee, Applicable Percentage or LC Participation Fee to a level not otherwise permitted by Section 4.9(a) .
(c) The Sustainability Coordinator will (i) assist the Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers Borrower Agent in preparing informational materials focused on ESG to be used in connection with the DB1/ 125951804.6ESG Amendment.
(d) This Section shall supersede any provisions in Section 13.1 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Sustainability Adjustments. “(a) After the Second Fourth Amendment Effective Date, the Administrative Borrower, at its option, and in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”)Coordinator and Agent, shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’s”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of Holdings WS and its Restricted Subsidiaries. The Sustainability CoordinatorAgent, the Requisite Lenders Sustainability Coordinator and the Administrative Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of the Required Lenders. Upon effectiveness of any such ESG Amendment, based on HoldingsWS’ and its Restricted Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Fee Rate, unused line fees pursuant to Section 3.2.1 and the Applicable Margin for Base Rate Loans, and Applicable Margin for Eurodollar Rate Loans will be made; provided that the amount of such adjustments shall not exceed exceed, in the aggregate when taking into account WS’ and its Restricted Subsidiaries’ performance against all of such KPI’s adjustments, (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for Eurodollar Rate LoansMargin, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar Term SOFR Loans, Alternative Currency Loans and Canadian BA Rate Loans or and (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment Fee Rateapplicable unused line fees payable pursuant to Section 3.2.
1. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower Administrative Borrower, Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Unused Commitment Fee Rate, unused line fees payable pursuant to Section 3.2.1 or the Applicable Margin for Base Rate Loans or Applicable Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Required Lenders. .
(b) The Sustainability Coordinator will (i) assist the Administrative Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers Administrative Borrower in preparing informational materials focused on ESG to be used in connection with the DB1/ 125951804.6ESG Amendment.
(c) After the Administrative Borrower has determined specific KPI’s pursuant to clause (a) of this Section, in furtherance of but without limiting the terms of the penultimate sentence of clause (a) of this Section, the Administrative Borrower shall retain a Sustainability Assurance Provider to independently monitor WS’ and its Restricted Subsidiaries performance against the KPI’s on a periodic basis to be set forth in the applicable ESG Amendment and the Administrative Borrower shall cause such Sustainability Assurance Provider to deliver reports with respect to such monitoring to the Agent and the Lenders as shall be set forth in the applicable ESG Amendment.
Appears in 1 contract
Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)