Sunoco 2013 Annual Report Download - page 178

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"Material Adverse Effect" means a material adverse change in, or a material adverse effect
on (i) the results of operations, business, financial condition or assets of the MLP and its Subsidiaries,
taken as a whole, or (ii) the ability of the Borrower and the MLP, collectively, to perform their
obligations under the Loan Documents, or (iii) the legality, validity, binding effect or enforceability
of this Agreement or any other Loan Document.
"Material Project" means, in respect of a Person, the construction or expansion of any capital
project of such Person with multi-year customer contracts, the aggregate capital cost of which is
reasonably expected by the Borrower to exceed $30,000,000.
"Material Project EBITDA Adjustments" shall mean, with respect to each Material Project
of a Person:
(A) prior to the Commercial Operation Date of a Material Project (and including the
Fiscal Quarter in which such Commercial Operation Date occurs) a percentage (based on the then-
current completion percentage of such Material Project) of an amount determined by the Borrower
(and approved by the Administrative Agent) as the projected Consolidated EBITDA attributable to
such Material Project for the first 12-month period (except that an annualized amount may be
proposed by the Borrower for a particular project for a particular period and, if approved by Required
Lenders, shall be used) following the scheduled Commercial Operation Date of such Material Project
(such amount to be determined based on customer contracts relating to such Material Project, the
creditworthiness of the other parties to such contracts, projected revenues from such contracts,
capital costs and expenses, scheduled Commercial Operation Date and other factors deemed
appropriate by the Administrative Agent) which may, at the Borrower’s option, be added to actual
Consolidated EBITDA for the Fiscal Quarter in which construction or expansion of such Material
Project commences and for each Fiscal Quarter thereafter until the Commercial Operation Date of
such Material Project (including the Fiscal Quarter in which such Commercial Operation Date
occurs, but without duplication of any actual Consolidated EBITDA attributable to such Material
Project following such Commercial Operation Date); provided that if the actual Commercial
Operation Date does not occur by the scheduled Commercial Operation Date, the foregoing amount
shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but
excluding) the first full quarter after the actual Commercial Operation Date, by the following
percentage amounts depending on the period of delay (based on the actual period of delay or then-
estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more
than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than
270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%; and
(B) beginning with the first full Fiscal Quarter following the Commercial Operation
Date of a Material Project and for the two immediately succeeding Fiscal Quarters, an amount to
be approved by the Administrative Agent as the projected Consolidated EBITDA attributable to
such Material Project (determined in the same manner set forth in clause (A) above) for the balance
of the four full Fiscal Quarter period following such Commercial Operation Date, may, at the
Borrower’s option, be added to actual Consolidated EBITDA for such Fiscal Quarters.
Notwithstanding the foregoing: