Pricing Amendment Clause Samples
A Pricing Amendment clause establishes the process and conditions under which the pricing terms of an agreement may be modified after the contract has been executed. Typically, this clause outlines the circumstances that justify a price change, such as changes in market conditions, regulatory requirements, or scope of work, and details the procedures for proposing, negotiating, and approving such amendments. Its core function is to provide a clear and agreed-upon mechanism for adjusting prices, thereby reducing disputes and ensuring both parties can adapt to changing circumstances without breaching the contract.
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Pricing Amendment. If Owner approves a Final Design Deliverable in accordance with Section 5.10 above, Design-Builder shall prepare Pricing Amendment Documents, which shall include Work that shall be priced, scheduled, and included in the Contract Documents, as an Alternate, and Work that shall be priced, scheduled, and included in the Contract Documents, as an Allowance. The Alternate Schedule shall include the required start dates for each Alternate, and the sequencing priority of implementing each Alternate.
5.11.1 By including an Allowance in Pricing Amendment Documents, Design-Builder represents and warrants it is a reasonable estimate of the costs of the Work of such Allowance, based on Design-Builder’s best skill and judgment, based on the other Pricing Amendment Documents that are sufficiently detailed to make such an estimate. Each Alternate’s and Allowance’s pricing shall remain valid from the date the applicable Pricing Amendment is fully-signed through the date of Final Completion of the applicable Deliverable Portion of Work containing each such Alternate or Allowance unless, in the case of an Allowance, Design-Builder develops a final price for that portion of the Work included in such Allowance, in which case that final price shall remain valid through the date of Final Completion of the applicable Deliverable Portion of Work.
5.11.2 In accordance with the Project Schedule and based upon the approved Final Design Deliverable and the Estimated Pricing Amendment Sum, Design-Builder shall deliver to Owner Parties for review, comment, and approval its proposed Pricing Amendment, supporting Pricing Amendment Documents, and its Work plan, for the applicable Deliverable Portion of Work.
5.11.3 Upon Owner’s approval and the Parties’ signatures, a proposed Pricing Amendment shall amend this Agreement, and shall be revised only by Change Order.
5.11.4 Notwithstanding anything to the contrary contained in the Contract Documents, Owner shall not be required to enter into any Pricing Amendment and, unless and until the Parties enter into a Pricing Amendment, Design-Builder’s rights, including to payment, under the Contract Documents, shall be limited to only its completed Work, including completed Early Work set forth in an Early Work Amendment.
Pricing Amendment. (a) Subject to Section 7(c) hereof, the definition of the term “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows (such amendment being referred to herein as the “Pricing Amendment”):
Pricing Amendment. If Owner approves a Final Design Deliverable in accordance with Section 5.10 above, Design-Builder shall prepare Pricing Amendment Documents, which shall include Work that shall be priced, scheduled, and included in the Contract Documents, as an Alternate, and Work that shall be priced, scheduled, and included in the Contract Documents, as an Allowance. The Alternate Schedule shall include the required start dates for each Alternate, and the sequencing priority of implementing each Alternate.
5.11.1 By including an Allowance in Pricing Amendment Documents, Design-Builder represents and warrants it is a reasonable estimate of the costs of the Work of such Allowance, based on Design-Builder’s best skill and judgment, based on the other Pricing Amendment Documents that are sufficiently detailed to make such an estimate. Each Alternate’s and Allowance’s pricing shall remain valid from the date the applicable Pricing Amendment is fully-signed through the date of Final Completion of the applicable Deliverable Portion of Work containing each such Alternate or Allowance unless, in the case of an Allowance, Design-Builder develops a final price for that portion of the Work included in such Allowance, in which case that final price shall remain valid through the date of Final Completion of the applicable Deliverable Portion of Work.
5.11.2 In accordance with the Project Schedule and based upon the approved Final Design Deliverable and the Estimated Pricing Amendment Sum, Design-Builder shall deliver to Owner Parties for review, comment, and approval its proposed Pricing Amendment, supporting Pricing Amendment Documents, and its Work plan, for the applicable Deliverable Portion of Work.
Pricing Amendment. The above-referenced Draws funded under the Original Agreement and the 2011 Agreements, as amended, are further amended by revising the interest payable by the Borrowers to the Bank to remain at LIBOR +7.5%; provided, however, that upon receipt by the Bank of Borrowers’ audited Financial Statements for the period ending December 31, 2012 and for each quarter thereafter, the interest rate shall decrease as of the beginning of the quarter next following (June 30, 2012) the quarter for which such Financial Statements are received, to LIBOR +5.50% provided further that (i) Borrowers’ Debt Service Coverage Ratio is greater than 1.2; (ii) its ratio of Senior Funded Debt to EBITDA is less than 2.0; and (iii) Borrowers collectively maintain an average balance of at least $1,200,000 of unencumbered liquid assets, as measured quarterly. The periods of applicability of any such decrease to LIBOR +5.50% or revert to LIBOR +7.5% shall be measured quarterly. All terms written with initial capital or all capital letters shall have the meaning assigned to them in Section 1 (DEFINITIONS) and Section 10 (FINANCIAL COVENANTS) of the Original Agreement.
Pricing Amendment. The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows:
Pricing Amendment. On the Amendment Effective Date, the definition of Applicable Margin set forth in Section 1.1 of the Credit Agreement will be amended, with retroactive effect to the Closing Date, such that the Applicable Margin with respect to the Tranche B Term Loans will be 1.25% (in the case of Base Rate Loans) and 2.25% (in the case of Eurodollar Loans).
Pricing Amendment. The table in the definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows: Category 1 BBB/Baa2/BBB or higher 0.100 % 0.500 % 0.000 % Category 2 BBB-/Baa3/BBB- 0.125 % 0.625 % 0.000 % Category 3 BB+/Ba1/BB+ 0.175 % 0.875 % 0.000 % Category 4 BB/Ba2/BB 0.250 % 1.250 % 0.250 % Category 5 BB-/Ba3/BB- or lower 0.375 % 1.500 % 0.500 %
Pricing Amendment. (a) The definition of “Adjusted LIBO Rate” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the “.” at the end thereof and (ii) inserting in its place the following phrase: “; provided that, if the Adjusted LIBO Rate for any currency shall be less than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement.”
(b) The definition of “Interpolated Rate” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the “.” at the end thereof and (ii) inserting in its place the following phrase: “; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”
(c) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “LIBO Rate” contained therein in its entirety as follows: