Consolidated EBITDA

Consolidated EBITDA. , (x) non-cash charges for such period arising out of the accounting treatment of interest relating to convertible notes issuances

Consolidated EBITDA. (j) up to $7,700,000 of legal, accounting and consulting expenses incurred between December 31, 2005 and December 31, 2006 and expensed on the Borrower's consolidated income statement in accordance with GAAP during such period in connection with the accounting restatements referred to in the Borrower's Annual Report on Form 10-K for the year ended December 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, in each case as filed with the SEC,... and the transaction fees and expenses incurred in connection with the Second Amendment to this Agreement dated as of March 28, 2006, Third Amendment to this Agreement dated as of May 9, 2006, the Fourth Amendment, and the Fifth Amendment and the transactions described therein and (k) up to $2,300,000 of other unusual and nonrecurring expenses incurred and expensed on the Borrower's consolidated income statement in accordance with GAAP prior to March 31, 2007, provided, that such expenses are related to the accounting restatements referred to in the Borrower's Annual Report on Form 10-K for the year ended December 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, in each case as filed with the SEC, and are reasonably acceptable to the Administrative Agent View More

Consolidated EBITDA. Consolidated earnings before interest expense, income taxes, depreciation and amortization as defined in the Company's Credit Facility

Consolidated EBITDA. Notwithstanding anything contained herein to the contrary, the amount of Consolidated EBITDA attributable to the third Fiscal Quarter of Fiscal Year 2006 shall not be deemed to exceed $6,800,000, and, if the amount of Consolidated EBITDA attributable to such Fiscal Quarter would otherwise exceed $6,800,000, such amount shall be reduced to $6,800,000 for purposes of this Agreement.

Consolidated EBITDA. Amended by adding the phrase "(without giving effect to clause (ii) of the proviso set forth in such definition)" immediately after the phrase "Consolidated Interest Expense" therein

Consolidated EBITDA. Has the meaning set forth in the Credit Agreement, determined on the basis of the financial information most recently delivered to the Administrative Agent (as defined in the Credit Agreement) pursuant to Section 6.01(a) or (b) of the Credit Agreement, or, in the event that the Credit Agreement has expired or been terminated, as determined by the Board.

Consolidated EBITDA. Consolidated EBITDA means, without duplication, as to the MLP and its Subsidiaries, on a consolidated basis for each Rolling Period, the amount equal to Consolidated Operating Income for such period (a) plus the following to the extent deducted from Consolidated Operating Income in such period: (i) depreciation, amortization and other non-cash charges for such period and (ii) cash distributions received by the Borrower from Skelly-Belvieu Pipeline Company, and similar joint ventures, during... such period; (b) minus all non-cash income added to Consolidated Operating Income in such period; and (c) plus any Material Project EBITDA Adjustments for such period; provided that (i) Consolidated EBITDA shall be adjusted from time to time as necessary to give pro forma effect to permitted acquisitions or Investments (other than Joint Venture Interests) or sales of property by the MLP and its Subsidiaries and (ii) Consolidated EBITDA shall be adjusted to take into account pro forma synergies as a result of the Acquisition in an amount equal to (A) $17,500,000 for the Rolling Period ending on September 30, 2005, (B) $15,000,000 for the Rolling Period ending on December 31, 2005, (C) $10,000,000 for the Rolling Period ending on March 31, 2006 and (D) $5,000,000 for the Rolling Period ending on June 30, 2006. View More

Consolidated EBITDA. Means, for any applicable period, the sum of Consolidated Net Income (exclusive of all amounts in respect of any gains and losses realized from Dispositions other than inventory Disposed of in the ordinary course of business), (i) plus the sum, without duplication, of interest expense, depreciation, amortization, non-cash stock-based compensation expenses, any one-time moving expense, any losses from an early extinguishment of indebtedness, acquisition-related expenses, whether or not such... acquisition is successful, non-cash changes in the valuation of assets and liabilities as required under GAAP and transaction fees, costs and expenses related to any issuance of equity or debt securities, whether or not successful, and (ii) minus the sum, without duplication, of operating expenses capitalized during such period and to be expensed in a future period to the extent that such expenses were not deducted in determining Consolidated Net Income and would have been deducted in determining Consolidated Net Income if they were not capitalized. View More

Consolidated EBITDA. Solely for the purpose of determining Consolidated EBITDA for the following periods, Consolidated EBITDA shall, without duplication, be increased as a result of the FAST Acquisition by amounts deemed attributable to the assets acquired in the FAST Acquisition: (w) for the four fiscal quarters ended June 30, 2006 by an amount equal to $5,916,000, (x) for the four fiscal quarters ended September 30, 2006 by an amount equal to $4,437,000, (y) for the four fiscal quarters ended December 31, 2006 by... an amount equal to $2,958,000 and (z) for the four fiscal quarters ended March 31, 2007 by an amount equal to $1,479,000. View More

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