Sunoco 2013 Annual Report Download - page 166

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and Equity Interests owned by them in other entities, (ii) unconsolidated Subsidiaries, (iii) Joint
Ventures, and (iv) any Person accounted for by the equity method of accounting or any other Person
that is not a Subsidiary, provided that Consolidated Net Income shall include any cash distributions
received by the MLP or its Subsidiaries from (I) Unrestricted Subsidiaries, their subsidiaries and
Equity Interests owned by them in other entities, (II) unconsolidated Subsidiaries, (III) Joint
Ventures, or (IV) any Person accounted for by the equity method of accounting or any other Person
that is not a Subsidiary, in each case during such period (adjusted as provided in the following
clauses (1) and (2) of this definition). The amount of Consolidated Net Income attributable to cash
distributions with respect to any Person referred to in clause (e) (including in respect of any newly-
acquired Equity Interests owned by the MLP or any Subsidiary in respect of any Person that is an
Unrestricted Subsidiary, an unconsolidated Subsidiary or Joint Venture, any Person accounted for
by the equity method of accounting, or any other Person that is not a Subsidiary) 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 Net Income is determined, such Person shall have made any disposition or acquisition
of assets, shall have consolidated or merged with or into another Person (other than a Subsidiary),
or shall have made any disposition or an acquisition of Equity Interests, Consolidated Net Income
shall be calculated giving pro forma effect to the cash distributions that would have been made to
the MLP or its Subsidiaries 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; and
(2) Consolidated Net Income shall be increased by the amount of any projected cash
distributions from such Person attributable to any applicable Material Project EBITDA Adjustments
in respect of any Material Project of such Person applicable to such period.
"Consolidated Net Tangible Assets" means, at any date of determination, the total amount
of Consolidated assets of the MLP and its Subsidiaries after deducting therefrom: (a) all current
liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the
option of the obligor thereon to a time more than 12 months after the time as of which the amount
thereof is being computed, and (ii) current maturities of long-term debt); and (b) the value (net of
any applicable reserves and accumulated amortization) of all goodwill, trade names, trademarks,
patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth,
on the Consolidated balance sheet of the MLP and its Subsidiaries for the most recently completed
Fiscal Quarter, prepared in accordance with GAAP.
"Contingent Obligor" has the meaning specified in the definition of "Contingent Residual
Support Agreements".
"Contingent Residual Support Agreements" means any agreement entered into by the MLP
or any of its subsidiaries (the "Contingent Obligor"), in which the Contingent Obligor agrees to