parties or an affiliate of Parent, and not paid by Holdings or its
Subsidiaries or (B) if paid by Holdings or its Subsidiaries, do not exceed
$3,000,000 in the aggregate from and after July 1, 2016, (k) gains and expenses
arising from a change in accounting treatment as a result of the Par
Acquisition, and (l) operating expenses solely relating to scheduled refinery
"turnarounds" or scheduled downtime of the refinery in excess of five days which
expenses (i) if incurred in connection with a "turnaround" that is completed
within twelve months following the Closing Date, shall not exceed $5,000,000
during the term of this Agreement and (ii) if incurred in connection with any
other "turnaround" or scheduled downtime of the refinery in excess of five days,
are subject to the approval of Lender in its reasonable discretion (in each
case, to the extent included in determining net income). Notwithstanding
anything to the contrary contained herein, EBITDA shall be calculated as
follows: (I) for the month ended July 31, 2016, EBITDA shall be EBITDA for such
month multiplied by 12; (II) for the month ended August 31, 2016, EBITDA shall
be EBITDA for the two month period then ended multiplied by 6; (III) for the
month ended September 30, 2016, EBITDA shall be EBITDA for the three month
period then ended multiplied by 4; (IV) for the month ended October 31, 2016,
EBITDA shall be EBITDA for the four month period then ended multiplied by 3;
(V) for the month ended November 30, 2016, EBITDA shall be EBITDA for the five
month period then ended multiplied by 2.4; (VI) for the month ended December 31,
2016, EBITDA shall be EBITDA for the six month period then ended multiplied by
2; (VII) for the month ended January 31, 2017, EBITDA shall be EBITDA for the
seven month period then ended multiplied by 12/7; (VIII) for the month ended
February 28, 2017, EBITDA shall be EBITDA for the eight month period then ended
multiplied by 1.5; (IX) for the month ended March 31, 2017, EBITDA shall be
EBITDA for the nine month period then ended multiplied by 4/3; (X) for the month
ended April 30, 2017, EBITDA shall be EBITDA for the ten month period then ended
multiplied by 1.2; (XI) for the month ended May 31, 2017, EBITDA shall be EBITDA
for the eleven month period then ended multiplied by 12/11; and (XII) commencing
with the period ending June 30, 2017 and continuing thereafter, EBITDA shall be
measured on a trailing twelve months basis.
Fixed Charge Coverage Ratio: the ratio of, determined on a consolidated basis
for Holdings and its Subsidiaries as of the end of (1) each fiscal month of
Holdings and its Subsidiaries ending on or before December 31, 2016
(a) (i) EBITDA minus (ii) maintenance Capital Expenditures for the most recent
twelve fiscal months (provided that, for the avoidance of doubt, expenses solely
relating to scheduled refinery "turnarounds" shall not constitute maintenance
Capital Expenditures) and cash taxes and tax