Sunoco 2013 Annual Report Download - page 165

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effect thereto as if the disposition, acquisition, consolidation or merger had occurred on the first
day of such period. Such pro forma effect shall be determined (A) in good faith by the chief financial
officer, principal accounting officer or treasurer of the MLP and (B) giving effect to any anticipated
or proposed cost savings related to such disposition, acquisition, consolidation or merger, to the
extent approved by Administrative Agent, such approval not to be unreasonably withheld or delayed.
(2) Consolidated EBITDA shall be increased by the amount of any applicable Material
Project EBITDA Adjustments in respect of any Material Project of the MLP and its Subsidiaries
applicable to such period.
"Consolidated Funded Indebtedness" means as of any date, the sum of the following (without
duplication): (a) all Indebtedness which is classified as "long-term indebtedness" on a Consolidated
balance sheet of the MLP and its Subsidiaries prepared as of such date in accordance with GAAP
and any current maturities and other principal amount in respect of such Indebtedness due within
one year but which was classified as "long-term indebtedness" at the creation thereof,
(b) Indebtedness for borrowed money of the MLP or any of its Subsidiaries outstanding under a
revolving credit or similar agreement, notwithstanding the fact that any such borrowing is made
within one year of the expiration of such agreement, (c) Capital Lease Obligations of the MLP or
any of its Subsidiaries, and (d) all Indebtedness in respect of any Guarantee by the MLP or any of
its Subsidiaries of Indebtedness of any Person other than the MLP or any of its Subsidiaries, but
excluding (i) Performance Guaranties and (ii) obligations of the MLP or any Subsidiaries under
Hybrid Securities; provided, however, that Consolidated Funded Indebtedness (A) shall not include
at the Borrower’s option, Excluded Inventory Indebtedness, and (B) shall include only those
liabilities under the Contingent Residual Support Agreements that would be required under the loss
contingency recognition principles in FASB ASC 420-20-25 to be reflected on the Consolidated
balance sheet of the MLP on the date of determination.
"Consolidated Interest Expense" means, for any period, (a) all interest paid or accrued (that
has resulted in a cash payment in the period or will result in a cash payment in future quarter(s))
during such period on, and all fees and related charges in respect of, Indebtedness which was
deducted in determining Consolidated Net Income during such period, after giving effect to all
interest rate Hedging Contracts, and (b) all realized gains or losses in respect of interest rate Hedging
Contracts.
"Consolidated Net Income" means, for any period (without duplication), the MLP’s and its
Subsidiaries’ gross revenues for such period, minus the MLP’s and its Subsidiaries’ expense and
other proper charges against income (including taxes on income to the extent imposed), determined
on a Consolidated basis. Consolidated Net Income shall be adjusted to exclude the effect of (a) any
gain or loss from the sale of assets other than in the ordinary course of business, (b) any extraordinary
gains or losses, (c) any non-cash gains or losses resulting from mark to market activity as a result
of FASB ASC 815, (d) net income of any Subsidiary to the extent, but only to the extent, that the
declaration or payment of cash Distributions by such Subsidiary of such net income is not, as of
the date of determination, permitted by the operation of the terms of its charter or any Contractual
Obligation, judgment, decree, order, statute, rule or governmental regulation applicable to such
Subsidiary, and (e) income or losses attributable to (i) Unrestricted Subsidiaries, their subsidiaries