Common use of Financial Covenant Calculations Clause in Contracts

Financial Covenant Calculations. (a) Capital Expenditure, Cash Generated for Financing, Current Assets, Current Liabilities, Debt, Debt Service, EBITDA, Exceptional Items, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be calculated and interpreted on a consolidated basis in accordance with the Applicable Accounting Principles, unless expressly provided to the contrary, and shall be expressed in euro. (b) Capital Expenditure, Cash Generated for Financing, EBITDA, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be determined (except as needed to reflect the terms of this Clause 24) from the financial statements of the Group and Compliance Certificates delivered under Clause 23.1 (Financial statements), and Clause 23.2 (Compliance Certificate). (c) For the purpose of this Clause 24, an amount outstanding or repayable on a particular day in a currency other than euro shall on that day be taken into account in its euro equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the Applicable Accounting Principles. (d) For the purpose of this Clause 24, no item shall be included or excluded more than once in any calculation. (e) To the extent that any period prior to the date of first Utilisation of any Facility is included in any Relevant Period in Clause 24.1 (Financial condition): (i) Net Interest Expenses for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be calculated on a pro forma basis on the basis of the actual Net Interest Expenses from the date of first Utilisation of any Facility until the end of the Relevant Period; and (ii) EBITDA for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be the actual earnings before interest, tax, depreciation and amortisation calculated using the same principles set out in this Clause 24 for the calculation of EBITDA. (f) The Company shall provide the Agent with the financial information and pro forma computations necessary to calculate these items. (g) If any Permitted Acquisition occurs during a Relevant Period in relation to a business or company and the underlying business or company is not subsequently disposed of during that Relevant Period (an “Acquired Entity”), the Acquired Entity’s earnings before interest, tax, depreciation and amortisation and cash generated for financing (calculated using the principles set out in this Clause 24 for the calculation of EBITDA and Cash Generated for Financing, respectively) in respect of the part of the Relevant Period before its acquisition shall be included in determining EBITDA and Cash Generated for Financing for that Relevant Period. (h) If any Permitted Disposal occurs during a Relevant Period in relation to a business or company (a “Sold Entity”), the Sold Entity’s earnings before interest, tax, depreciation and amortisation and cash generated for financing (calculated using the principles set out in this Clause 24 for the calculation of EBITDA and Cash Generated for Financing, respectively) in respect of the part of the Relevant Period before its disposal shall be excluded in determining EBITDA and Cash Generated for Financing for that Relevant Period. (i) Net Interest Expenses and Debt Service shall be adjusted to reflect the assumption of debt relating to any Acquired Entity or repayment of debt relating to any Sold Entity.

Financial Covenant Calculations. (a) Capital Expenditure, Cash Generated for Financing, Current Assets, Current Liabilities, Debt, Debt Service, EBITDA, Exceptional Items, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be calculated and interpreted on a consolidated basis in accordance with the Applicable Accounting Principles, unless expressly provided to the contrary, and shall be expressed in euro. (b) Capital Expenditure, Cash Generated for Financing, EBITDA, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be determined (except as needed to reflect the terms of this Clause 2431) from the financial statements of the Group and Compliance Certificates delivered under Clause 23.1 30.1 (Financial statements), and Clause 23.2 30.2 (Compliance Certificate). (c) For the purpose of this Clause 2431, an amount outstanding or repayable on a particular day in a currency other than euro shall on that day be taken into account in its euro equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the Applicable Accounting Principles. (d) For the purpose of this Clause 2431, no item shall be included or excluded more than once in any calculation. (e) To the extent that any period prior to the date of first Utilisation of any Facility is included in any Relevant Period in Clause 24.1 31.1 (Financial condition): (i) Net Interest Expenses for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be calculated on a pro forma basis on the basis of the actual Net Interest Expenses from the date of first Utilisation of any Facility until the end of the Relevant Period; and (ii) EBITDA for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be the actual earnings before interest, tax, depreciation and amortisation calculated using the same principles set out in this Clause 24 31 for the calculation of EBITDA. (f) The Company shall provide the Agent with the financial information and pro forma computations necessary to calculate these items. (g) If any Permitted Acquisition occurs during a Relevant Period in relation to a business or company and the underlying business or company is not subsequently disposed of during that Relevant Period (an “Acquired Entity”), the Acquired Entity’s earnings before interest, tax, depreciation and amortisation and cash generated for financing (calculated using the principles set out in this Clause 24 31 for the calculation of EBITDA and Cash Generated for Financing, respectively) in respect of the part of the Relevant Period before its acquisition shall be included in determining EBITDA and Cash Generated for Financing for that Relevant Period. (h) If any Permitted Disposal occurs during a Relevant Period in relation to a business or company (a “Sold Entity”), the Sold Entity’s earnings before interest, tax, depreciation and amortisation and cash generated for financing (calculated using the principles set out in this Clause 24 31 for the calculation of EBITDA and Cash Generated for Financing, respectively) in respect of the part of the Relevant Period before its disposal shall be excluded in determining EBITDA and Cash Generated for Financing for that Relevant Period. (i) Net Interest Expenses and Debt Service shall be adjusted to reflect the assumption of debt relating to any Acquired Entity or repayment of debt relating to any Sold Entity.

Financial Covenant Calculations. (a) Capital Expenditure, Cash Generated for FinancingCashflow, Current Assets, Current Liabilities, Debt, Debt Service, EBITDA, Exceptional Items, Excess Cashflow, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be calculated and interpreted on a consolidated basis in accordance with the Applicable Accounting Principles, unless expressly provided to the contrary, and shall be expressed in euro. (b) Capital Expenditure, Cash Generated for FinancingCashflow, EBITDA, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be determined (except as needed to reflect the terms of this Clause 24) from the financial statements of the Group and Compliance Certificates delivered under Clause 23.1 (Financial statements), and Clause 23.2 (Compliance Certificate). (c) For the purpose of this Clause 24, an amount outstanding or repayable on a particular day in a currency other than euro shall on that day be taken into account in its euro equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the Applicable Accounting Principles. (d) For the purpose of this Clause 24, no item shall be included or excluded more than once in any calculation. (e) To the extent that any period prior to the date of first Utilisation of any Facility is included in any Relevant Period in Clause 24.1 (Financial condition): (i) Net Interest Expenses for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be calculated on a pro forma basis on the basis of the actual Net Interest Expenses from the date of first Utilisation of any Facility until the end of the Relevant Period; and (ii) EBITDA for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be the actual earnings before interest, tax, depreciation and amortisation calculated using the same principles set out in this Clause 24 for the calculation of EBITDA. (f) For the purposes of calculating the ratio of Cashflow to Debt Service for the Relevant Period ending on the Quarter Date of 31 December 2012, the Relevant Period shall be deemed to begin on 1 April 2012. (g) The Company Parent shall provide the Agent with the financial information and pro forma computations necessary to calculate these items. (gh) If any Permitted Acquisition occurs during a Relevant Period in relation to a business or company and the underlying business or company is not subsequently disposed of during that Relevant Period (an “Acquired Entity”), ): (i) the Acquired Entity’s earnings before interest, tax, depreciation and amortisation and cash generated for financing cashflow (calculated using the principles set out in this Clause 24 for the calculation of EBITDA and Cash Generated for FinancingCashflow, respectively) in respect of the part of the Relevant Period before its acquisition; and/or (ii) an adjustment in respect of each Acquired Entity acquired during such period equal to the amount of the Pro Forma Adjustment for such period consequent on the acquisition of such Acquired Entity, shall be included in determining EBITDA and Cash Generated for Financing Cashflow for that Relevant Period. (h) If any Permitted Disposal occurs during a Relevant Period in relation to a business or company (a “Sold Entity”), the Sold Entity’s earnings before interest, tax, depreciation and amortisation and cash generated for financing (calculated using the principles set out in this Clause 24 for the calculation of EBITDA and Cash Generated for Financing, respectively) in respect of the part of the Relevant Period before its disposal shall be excluded in determining EBITDA and Cash Generated for Financing for that Relevant Period. (i) Net Interest Expenses and Debt Service shall be adjusted to reflect the assumption of debt relating to any Acquired Entity or repayment of debt relating to any Sold Entity.