Calculation Adjustments. (a) If a Restricted Subsidiary acquires any company, business or undertaking which becomes part of the Restricted Group (an “Acquired Business”) for each Relevant Period which ends less than 12 Months after completion of that acquisition, only for the purposes of determining the Drawn Super Senior Gross Leverage Ratio for that Relevant Period, the results of the Acquired Business will be deemed included with those of the rest of the Group for the full duration of the Relevant Period as if the Acquired Business had been acquired at the start of the Relevant Period (in each case, without double-counting) and taking into account, in the case of the acquisition, any cost savings and other synergies which the CFO or CEO, acting reasonably, has certified are reasonably anticipated to be achieved within 12 months of the relevant acquisition.
(b) If a Restricted Subsidiary disposes of any company which prior to its disposal formed part of the Restricted Group, for each Relevant Period which ends less than 12 Months after that company is disposed, the results of that company will be deemed excluded from those of the rest of the Group for the full duration of the Relevant Period as if that company was not a member of the Group at the start of the Relevant Period.
Calculation Adjustments. (a) For the purpose of the Maintenance Covenants, the figures for EBITDA and Net Finance Charges for the Relevant Period ending on the relevant Reference Date shall be used but adjusted so that:
(i) entities acquired or disposed of by the Group during the Relevant Period, or after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; and
(ii) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Relevant Period.
(b) For the purpose of the Maintenance Covenants, the figures for Net Interest Bearing Debt set out in the financial statements as of the most recent quarter date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that Net Interest Bearing Debt for such period shall be:
(i) reduced by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness of the Issuer or of any other Group Company repaid, repurchased or otherwise discharged with respect to the Issuer and the continuing Group Companies with the proceeds from disposals of entities referred to in the adjustment to EBITDA above (or, if the Financial Indebtedness is owed by a Group Company that is sold, the Net Interest Bearing Debt for such period directly attributable to the Financial Indebtedness of such Group Company to the extent the Issuer and the continuing Group Companies are no longer liable for such Financial Indebtedness after such sale);
(ii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to (i) any Financial Indebtedness owed by acquired entities referred to in the adjustment to EBITDA above, and (ii) any Financial Indebtedness incurred to finance the acquisition of such entities, in each case calculated as if all such debt had been incurred at the beginning of the relevant test period; and
(iii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness incurred under any Subsequent Bonds, calculated as if such debt had been incurred at the beginning of the relevant test period.
Calculation Adjustments. (a) EBITDA, Finance Charges and Net Finance Charges
(i) The figures for EBITDA, Finance Charges and Net Finance Charges for the Reference Period ending on the last day of the period covered by the most recent Financial Report shall be used for the Incurrence Test, but adjusted so that:
(A) entities acquired or disposed of by the Group during the Reference Period, or after the end of the Reference Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Reference Period;
(B) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Reference Period; and
(C) the pro forma calculation of EBITDA shall be adjusted to take into account the net cost savings and other reasonable cost synergies ("Cost Adjustments"), as the case may be, realisable by the Group during the Reference Period as a result of acquisitions and/or disposals of entities referred to in (A) or (B) above, provided that such Cost Adjustments (i) have been confirmed by a reputable accounting firm and the Issuer has provided evidence thereof to the Agent, (ii) do not exceed 5.00 per cent of EBITDA prior to the inclusion of the Cost Adjustments, and (iii) are specified in the quarterly reports of the Group and in each Compliance Certificate.
Calculation Adjustments. (a) For the purpose of determining compliance with the financial covenants in clause 20.13(a) (Interest cover), 20.13(b) (Leverage Ratio) and 20.13(c) (Cashflow Cover) if the Group acquires a company or companies (having obtained any necessary consent under this agreement to do so), until the first Testing Date which falls more than 12 months after the relevant company or companies became Subsidiaries of the Parent, the results of such company or companies will be deemed included with those of the rest of the Group for the full duration of the relevant Testing Period as if such company or companies had become a Group Company at the commencement of the Testing Period. Any necessary aggregation of their results will (if required by the Facility Agent (acting reasonably)) be confirmed by the Auditors and will not include any synergy benefits expected to be achieved as a result of the acquisition of such company or companies;
(b) For the purpose of the financial covenants in clauses 20.13(a) (Interest cover) and 20.13(c) (Cashflow Cover), the Testing Periods ending less than 12 months after the Unconditional Date shall be deemed to commence on the Unconditional Date and end on the relevant Testing Date.
(c) For the purpose of determining compliance with the financial covenants in clause 20.13(b) (Leverage Ratio), EBITA for the Testing Period ending on each Testing Date set out below shall be calculated as follows:
(i) in respect of the Testing Period ending on 30 June 2003, EBITA for such Testing Period shall be the aggregate of EBITA for the three month period ended 30 June 2003 plus $36,541,000;
(ii) in respect of the Testing Period ending on 30 September 2003 EBITA for such Testing Period shall be the aggregate of EBITA for the six month period ended 30 September 2003 plus $21,741,000; and
(iii) in respect of the Testing Period ending on 31 December 2003 EBITA for such Testing Period shall be the aggregate of EBITA for the nine month period ended 31 December 2003 plus $9,241,000. provided that for this purpose EBITA in respect of any period prior to the Unconditional Date shall be calculated as if the reference to Group in the definition of EBITA was a reference to the Target Group.
(d) For the purpose of determining compliance with the financial covenants in clauses 20.13 (a) (Interest cover) and 20.13(b) (Leverage ratio), EBITA for the relevant Testing Period shall be adjusted to include any reasonable costs incurred in connection with any litigation, arb...
Calculation Adjustments. (a) For the purpose of the Maintenance Covenant, the figures for EBITDA and Net Finance Charges for the Relevant Period ending on the relevant Reference Date shall be used but adjusted so that:
(i) entities acquired or disposed of by the Group during the Relevant Period, or after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; and
(ii) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Relevant Period.
Calculation Adjustments. EBITDA for the Incurrence Test, the Distribution Test and the Maintenance Test shall be calculated as set out below. The figures for EBITDA for the Reference Period ending on the relevant test date shall be used but adjusted so that:
(a) entities acquired by the Group during the Reference Period, or after the end of the Reference Period but before the relevant testing date, shall be included, pro forma, for the entire Reference Period; and
(b) entities disposed of by the Group during the Reference Period, or after the end of the Reference Period but before the relevant testing date, shall be excluded, pro forma, for the entire Reference Period.
Calculation Adjustments. For any testing period ending less than four Fiscal Quarters after the Closing Date:
(i) “Consolidated Net Cash Interest Expense” shall be annualized for the period from the Closing Date to the relevant testing date, by multiplying Consolidated Net Cash Interest Expense by A/ B, where A=365 and B equals the number of days elapsed since (and including) the Closing Date;
Calculation Adjustments. For the purpose of determining compliance with the financial covenants in clause 19.11(a) (Leverage) and 19.11(b) (Net interest cover) if the Group acquires a company or companies (having obtained any necessary consent under this agreement to do so), until the first Testing Date which falls more than 12 months after the relevant company or companies became Subsidiaries of the Parent, the results of such company or companies will be deemed included with those of the rest of the Group for the full duration of the relevant Testing Period as if such company or companies had become a Group Company at the commencement of the Testing Period. Any necessary aggregation of their results will be confirmed by the Auditors and will not include any synergy benefits expected (save as provided in the definition of Permitted Acquisition in clause 1.1 (Definitions)) to be achieved as a result of the acquisition of such company or companies.
Calculation Adjustments. For the purpose of determining compliance with the covenants in clauses 20.14(a) (Debt to Earnings), 20.14(b) (Target Interest Cover), 20.14(c) (FSHC Interest Cover) and 20.14(d) (Target Cashflow):
(a) the first 3 Testing Periods will (i) in the case of clause 20.14(a) (Debt to Earnings) will commence on the Unconditional Date and the figures for Target EBITDA will be annualised on a 365 day basis (such that, by way of example, Target EBITDA for a period of 270 days will be annualised by multiplying the Target EBITDA by 365 and dividing the product by 270); and
Calculation Adjustments. If a member of the Group acquires, or disposes of, any company, for each Relevant Period which ends less than 12 months after that company became, or ceased to be, a member of the Group, for the purpose of calculating EBITDA in respect of Total Leverage the results of that company will be deemed included with (in the case of an acquisition) or excluded from (in the case of a disposal) those of the rest of the Group for the full duration of the Relevant Period as if that company had become, or ceased to be, a Group Company at the start of the Relevant Period.
