Consolidated EBITDA

Consolidated EBITDA. For any Test Period, Consolidated Net Income for such Test Period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income: (a) Consolidated Interest Expense for such Test Period, (b) Consolidated Tax Expense for such Test Period, (c) Consolidated Depreciation Expense for such Test Period, (d) Consolidated Amortization Expense for such Test Period, (e) (i) expenses related to any initial public offering with... respect to the Parent and other extraordinary expenses, (ii) audit expenses for the Fiscal Years ended December 31, 2007, and December 31, 2008, the stub period from January 1, 2009, to October 13, 2009, and any costs associated with the opening balance sheet valuation of the Administrative Borrower and its Subsidiaries, (iii) Fees (which include amendment fees), (iv) transaction-related expenses with respect to the Credit Agreement and the Acquisition, (v) the premium paid for the first year of insurance for environmental liability being purchased on or about the Effective Date, and (vi) payments of up to an aggregate of $700,000 per Fiscal Year that have been made by any of the Borrowers or their Subsidiaries with respect to any equity incentive plan adopted by any of the Borrowers and their Subsidiaries (including, without limitation, the American Midstream GP, LLC Long-Term Incentive Plan dated November 2, 2009, as amended and as the same may be further amended, modified or extended from time to time), (f) subject to the approval of the Administrative Agent in its reasonable discretion, the aggregate amount of all other non-cash charges and "other expenses" Second Amendment and Waiver to Revolving and Term Loan Credit Agreement Page 2 (determined in accordance with GAAP) reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such Test Period, and (y) subject to the approval of the Administrative Agent in its sole discretion, subtracting therefrom the aggregate amount of all non-cash items and "other income" (determined in accordance with GAAP) increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such Test Period. View More

Consolidated EBITDA. The definition of "Consolidated EBITDA" appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting the period appearing at the end of such definition and inserting the following proviso immediately at the end of such definition: "; provided that Consolidated EBITDA for the third and fourth quarters of 2013 shall be subject to pro forma adjustments for the actual earnings derived from the Properties acquired pursuant to that certain Purchase and Sale Agreement, dated as of... November 15, 2013, between CP Exploration, LP and Borrower, as if such acquisition had occurred on July 1, 2013." View More

Consolidated EBITDA. Consolidated EBITDA as defined pursuant to that certain Credit Agreement, dated as of June 15, 2007, by and between the Company, STR Acquisition, Inc. the Lenders (as defined therein) and Credit Suisse, Cayman Islands Branch, as it may be amended or restated from time to time

Consolidated EBITDA. Means, for any period, for Borrowers and their Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following (without duplication) to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) provision for Federal, state, local and foreign income taxes payable by the Borrowers and their Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) Permitted... Add-backs, if any, for such period, (v) non-cash stock option expense, and (vi) other non-recurring expenses of Borrowers and their Subsidiaries reducing such Consolidated Net Income in such period, which have been approved and consented to in writing by the Administrative Agent as constituting permissible addback adjustments in the calculation of Consolidated EBITDA, and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of Borrowers and their Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period. View More

Consolidated EBITDA. The Michigan Due Diligence Costs not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate.

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.

Consolidated EBITDA. Shall mean, for any Person and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period less (ii) unrealized gains from Hedging Transactions, plus (iii) to the extent deducted in determining Consolidated Net Income for such period, and without duplication, (A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation and amortization determined on a consolidated basis in... accordance with GAAP, (D) non-cash compensation expenses under the Borrower's LTIP as determined in accordance with FAS 123R, (E) all other non-cash charges (including unrealized losses from Hedging Transactions) acceptable to the Administrative Agent, determined on a consolidated basis in accordance with GAAP, in each case for such period and (F) for periods ending on or before June 30, 2012, expenses totaling $1,387,149 incurred during such period by the Borrower to comply with the requirements of Section 7.12(a)(i); provided, however, that (x) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person or business, or attributable to any property or asset, acquired by any Loan Party during such period to the extent not subsequently sold, transferred, abandoned or otherwise disposed by any Loan Party (each such Person, business, property or asset acquired and not subsequently so disposed of, an 'Acquired Entity or Business'), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition or conversion); provided further, that to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred, abandoned or otherwise disposed of, closed or classified as discontinued operations by any Loan Party during such period (each such Person, property, business or asset so sold or disposed of, a 'Disposed Entity or Business'), based on the actual Disposed EBITDA of such Disposed Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition or conversion). Notwithstanding the foregoing, in no event shall the Consolidated EBITDA attributable to the Oil and Gas Properties sold to Milagro Producing, LLC or Southridge Energy, LLC in December, 2010 be treated as Disposed EBITDA hereunder. Unless otherwise specified herein, Consolidated EBITDA shall mean Consolidated EBITDA of the Borrower and its Subsidiaries. View More

Consolidated EBITDA. Deleted

Consolidated EBITDA. Means, with respect to the Borrower and its Subsidiaries for any fiscal period, the sum of (a) operating income from continuing operations and from discontinued operations (but expressly excluding any extraordinary gains and extraordinary losses), (b) depreciation and amortization expense, (c) net unrealized losses under any derivatives (to the extent such amounts are included in operating income), (d) impairments of utility plant (to the extent such amounts are included in operating income),... (e) impairments of regulatory assets and regulatory disallowances (to the extent such amounts are included in operating income) and (f) other charges, losses or writedowns that do not represent a cash item in such period or any future period (to the extent such amounts are included in operating income), less (g) net unrealized gains under any derivatives and other gains that do not represent a cash item in such period or any future period (to the extent such amounts are included in operating income), in each case, determined in accordance with GAAP and consistent with the preparation and presentation of the Borrower's financial statements delivered pursuant to Section 4.1(d). For illustrative purposes, Schedule 1.1(b) sets forth a calculation of Consolidated EBITDA for the period ended March 31, 2008, in accordance with the foregoing. View More

Consolidated EBITDA. Cash charges for Specified Settlement Amounts and non-cash reserve or accrual charges for expected future Specified Settlement Amounts not to exceed $50.0 million in the aggregate