Sunoco 2013 Annual Report Download - page 164

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hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement.
"Commitment Period" means the period from and including the Closing Date to the earliest
of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to
Section 2.16, and (c) the date of termination of the Commitment of each Lender to make Loans and
of the obligation of each LC Issuer to make LC Credit Extensions pursuant to Section 8.02.
"Compliance Certificate" means a certificate substantially in the form of Exhibit B.
"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
"Consolidated" refers to the consolidation of any Person, in accordance with GAAP, with
its properly consolidated subsidiaries. References herein to a Person’s Consolidated financial
statements, financial condition, results of operations, cash flows, assets, liabilities, etc. refer to the
consolidated financial statements, financial condition, results of operations, cash flows, assets,
liabilities, etc. of such Person and its properly consolidated subsidiaries. Notwithstanding the
foregoing, when used in reference to the MLP and its subsidiaries, "Consolidated" shall exclude
the effect on the consolidated financial statements, financial condition, results of operations, cash
flows, assets, liabilities, etc. of the MLP and its subsidiaries of all Unrestricted Subsidiaries,
determined as if none of the MLP, the Borrower or any of its subsidiaries held any Equity Interest
in Unrestricted Subsidiaries.
"Consolidated EBITDA" means, for any period (without duplication), Consolidated Net
Income for such period, plus (a) each of the following to the extent deducted in determining such
Consolidated Net Income (i) all Consolidated Interest Expense, (ii) all income taxes (including any
franchise taxes to the extent based upon net income) of the MLP and its Subsidiaries for such period,
(iii) all depreciation and amortization (including amortization of intangible assets) of the MLP and
its Subsidiaries for such period, (iv) any other non-cash charges or losses of the MLP and its
Subsidiaries for such period (including any non-cash losses resulting from the impairment of long-
lived assets, goodwill or intangible assets), and (v) all transaction fees and expenses for acquisitions,
investments, dispositions and equity or debt offerings, minus (b) each of the following (i) all non-
cash items of income or gain of the MLP and its Subsidiaries which were included in determining
such Consolidated Net Income for such period, and (ii) any cash payments made during such period
in respect of items described in clause (a)(iv) above subsequent to the Fiscal Quarter in which the
relevant non-cash charges or losses were reflected as a charge in determining Consolidated Net
Income. Consolidated EBITDA shall be subject to the adjustments set forth in the following clauses
(1) and (2) for all purposes under this Agreement:
(1) If, since the beginning of the four Fiscal Quarter period ending on the date for which
Consolidated EBITDA is determined, the MLP or any Subsidiary shall have made any disposition
or acquisition of assets, shall have consolidated or merged with or into any Person (other than a
Subsidiary), or shall have made any disposition of Equity Interests or an acquisition of Equity
Interests, at the Borrower’s option, Consolidated EBITDA shall be calculated giving pro forma