Amendment to Definition of Consolidated EBITDA. The definition of Consolidated EBITDA set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Definition of Consolidated EBITDA. Section 1.01 of the Credit Agreement shall be amended by (a) deleting the parenthetical phrase “(other than the initial construction of the Mt. Olive Plant and related Midstream Properties of the Loan Parties)” appearing in the second sentence of clause “(b)” of such definition, (b) replacing the semi-colon appearing at the end of clause “(c)” of the definition of the term “Consolidated EBITDA” with a period, (c) deleting the word “plus” appearing immediately after such period, and (d) deleting clause “(d)” of such definition in its entirety.
Amendment to Definition of Consolidated EBITDA. The definition of “Consolidated EBITDA” is hereby amended by deleting the word “and” from before “(e)” in the seventh line of the definition, and adding the following language after the word “Agreement” in the fourteenth line of the definition: “, (f) any non-cash asset impairment charges resulting from the application of the statement on Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144) or similar accounting rules or policies, provided, that the amounts referred to in this clause (f) shall not, in the aggregate, exceed (i) $500,000,000 at any time up to and including December 31, 2003 and (ii) $30,000,000 for any fiscal year of TWTC thereafter; provided further, that (x) up to $30,000,000 of the fiscal year limit in clause (f)(ii), if not utilized in the fiscal year for which it is permitted, may be carried over for use in the next succeeding fiscal year and (y) for purposes of applying the limit in clause (f)(ii), any amounts referred to in this clause (f) shall be deemed added to “Consolidated EBITDA”, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (x) of this proviso, and (g) any non-cash compensation expenses solely related to stock- based compensation, provided, that, to the extent any non-cash expense under this clause (g) subsequently requires any cash disbursement, such non-cash expense will be subtracted from Consolidated EBITDA;”
Amendment to Definition of Consolidated EBITDA. The definition of Consolidated EBITDA is hereby amended by deleting the figure "$3,000,000" appearing at the end of clause (ii)(a) thereof and substituting in lieu thereof the figure "$6,000,000".
Amendment to Definition of Consolidated EBITDA. The definition of Consolidated EBITDA in Section 1.01 of the Credit Agreement is hereby amended by (A) replacing “and” with “,” at the end of clause (a)(vii) thereof, (B) adding “,” at the end of clause (a)(viii) thereof and (C) inserting the following as a new clause (a)(ix) therein immediately prior to the reference to “and minus”: and (ix) cash payments in connection with the Advantica Pension Plan Termination in an aggregate amount not to exceed $7,000,000 for all Measurement Periods
Amendment to Definition of Consolidated EBITDA. Subclause (B) of the proviso to clause (a) of the definition of “Consolidated EBITDA,” as set forth in Section 1.01, is hereby amended and restated in its entirety to read as follows:
Amendment to Definition of Consolidated EBITDA. The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the parenthetical phrase “(other than any changes arising as a result of the Highland Capital Sale)” after the phrase “for any changes” in the second sentence of such definition.
Amendment to Definition of Consolidated EBITDA. The definition of “Consolidated EBITDA” is amended by deleting the “.” at the end thereof and adding the following: “, plus (d) to the extent deducted in determining such Consolidated Net Income, other non-cash and/or non-recurring charges approved by the Required Lenders.”
Amendment to Definition of Consolidated EBITDA. The third sentence of the definition of “Consolidated EBITDA” is hereby replaced in its entirety with the following: “In making the pro forma calculation contemplated by the preceding sentence, adjustments to Consolidated EBITDA attributable to any such Major Permitted Business Expansion Project, Permitted Acquisition or Material Disposition shall be determined in good faith by the Borrowers based on reasonable assumptions; provided, however, that (A) any pro forma adjustments to Consolidated EBITDA shall be acceptable to the Agent, (B) no such pro forma adjustments shall be allowed unless, not less than fifteen (15) Business Days (or such lesser period as is acceptable to the Agent) prior to the applicable Acquisition Determination Date, the Agent shall have received such written documentation as the Agent may reasonably request, all in form and substance satisfactory to the Agent, supporting such pro forma adjustments, (C) with regard to each Major Permitted Business Expansion Project, such pro forma adjustment (x) shall be based upon the income to be derived from binding, non-contingent contracts entered into by a Credit Party and a customer relating to such Major Permitted Business Expansion Project and (y) when aggregated with all pro forma adjustments attributable to Major Permitted Business Expansion Projects, shall not exceed 15% of the Consolidated EBITDA reflected in the most recently delivered Compliance Certificate and (D) with regard to each Permitted Acquisition, such pro forma adjustment shall be determined based upon fifty percent (50%) of the actual gross profit (revenues minus cost of goods sold) of such acquired business during the immediately preceding eight most recent fiscal quarters ending on or prior to the date of determination minus those reasonably identifiable and factually supportable pro forma expenses that would have been incurred by the Borrowers and other Credit Parties in the operation of the business of the Permitted Acquisition during the previous four quarters computed on the basis of personnel expenses for employees retained or to be retained by the Borrowers or other Credit Party in the operation of such Permitted Acquisition and non-personnel costs and expenses incurred by the Borrowers and other Credit Parties in the operation of their business at similarly situated facilities of such Credit Party, as determined in good faith by the General Partner.”
Amendment to Definition of Consolidated EBITDA. The proviso at the end of the definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: ; provided that, for purposes of determining Consolidated EBITDA for any period prior to the Closing Date, Consolidated EBITDA of (1) the Acquired Company and its Subsidiaries for such period shall be the amount set forth on Schedule 1.1-4 and (2) any Person acquired by a Credit Party during such period shall be determined on a pro forma basis as if such Person was acquired at the beginning of such period.
