Sunoco 2013 Annual Report Download - page 182

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by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such entity and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such entity.
"Revolving Credit Loan" means a Loan made pursuant to Section 2.01.
"Risk Management Policy" means the Risk Management Policy of the MLP in effect on the
date of this Agreement as amended from time to time.
"S&P" means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill
Companies, Inc., or its successor.
"Specified Acquisition" means an acquisition of assets, Equity Interests, operating lines or
divisions by the MLP, the Borrower, a Subsidiary, an Unrestricted Subsidiary or a Joint Venture for
a purchase price of not less than $100,000,000.
"Specified Acquisition Period" means a period elected by the Borrower that commences on
the date elected by the Borrower, by notice to the Administrative Agent, following the occurrence
of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing Date occurring
after the consummation of such Specified Acquisition, (b) the date designated by the Borrower as
the termination date of such Specified Acquisition Period, or (c) the Quarterly Testing Date on
which the Borrower is in compliance with Section 7.10 as such compliance is determined as if such
period was not a Specified Acquisition Period; provided, in the event the Leverage Ratio exceeds
5.00 to 1.00 as of the end of any Fiscal Quarter in which a Specified Acquisition has occurred, the
Borrower shall be deemed to have so elected a Specified Acquisition Period with respect thereto
on such last day of such Fiscal Quarter, and provided, further, following the election (or deemed
election) of a Specified Acquisition Period, the Borrower may not elect (or be deemed to have
elected) a subsequent Specified Acquisition Period unless, at the time of such subsequent election,
the Leverage Ratio does not exceed 5.00 to 1.00; and provided further with respect to a Specified
Acquisition by an Unrestricted Subsidiary or a Joint Venture, a Specified Acquisition Period may
be elected by the Borrower (or may be deemed elected by the Borrower) only if the consideration
for such Specified Acquisition is raised by the MLP or a Subsidiary. Only one Specified Acquisition
Period may be elected (or deemed elected) with respect to any particular Specified Acquisition.
"subsidiary" of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities or other interests
having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person.
"Subsidiary" means any subsidiary of the MLP, other than an Unrestricted Subsidiary.
"Sunoco Partners Marketing Existing Credit Agreement" means that certain Credit
Agreement dated as of August 9, 2013, among Sunoco Partners Marketing & Terminals L.P., a Texas