FINANCIAL AND ACCOUNTING INFORMATION Rexel shall also pay a commitment fee in the base “Adjusted total net debt” means: currency on that lender’s available commitment the Any indebtedness for or in respect of interest amount of which varies based on the leverage ratio. • bearing debt (whether or not in cash or in kind, The Leverage Ratio corresponds to adjusted total both current and non-current) but which shall: net debt relative to adjusted EBITDA, as such terms – Exclude any upfront, legal, advisory costs are defined below: related to the implementation of such debt as “Adjusted EBITDA” means,in relation to a well as the financial charges accounted for as a measurement period, consol idated operating result of the repayment of any outstanding debt income without double counting before other of the borrower; income (or expenses) as defined in the relevant – Exclude intragroup loans between members of consolidated accounts of the Group: the Group; •Including the last 12 months of Adjusted EBITDA – Include any indebtedness for or in respect of any of any Subsidiary acquired in that measurement amount payable in respect of securities issued period prorata the participation of the Group; by any member of the Group which are not •Including proceeds related to commodity price mandatorily redeemable in shares; and derivatives entered into to hedge exposure to the – Include any other amount raised under any price fluctuation of certain commodities which do other transaction accounted for as borrowing not qualify for cash flow hedge accounting as per under the accounting standards; applicable IFRS; After adding back EBITDA of assets held for sale •Any indebtedness for or in respect of accrued • interest (including capital ized interest and and not taking into account EBITDA of assets sold any payment in kind) other than in respect of during the measurement period; intragroup loans between members of the Group; 5 •After adding back net operational depreciation/ less amortization; Cash and cash equivalents. • •Taking no account of any expense referable to This ratio may exceed 3.50 on three accounting equity settled share based compensation of dates during the l ife of the Senior Faci l ity employees or management, to the extent the Agreement, being specified that only two of such balance of it is taken in account into financial three accounting dates may be consecutive, and indebtedness; provided that (i) such ratio does not exceed 3.75 •After adding back non-cash employee share, times on two accounting dates during the life of incentive or remuneration scheme costs entered the Senior Facility Agreement and (ii) such ratio into as part of equity-based remuneration of does not exceed 3.90 times on one accounting date employees of the Group, as wel l as legal profit during the life of the Senior Facility Agreement. sharing, to the extent the balance of it is taken into In addition to the Senior Facility Agreement, Rexel account in financial indebtedness; entered into two bilateral term loan agreements of •Excluding the non-recurring impact of the €33.4 million (US$ 40.0 million) and €45.0 million. evolution of the copper prices as disclosed in On June 27, 2017, Rexel extended the maturity the press release published in connection with date of its US$ 40 million facility with Wells Fargo the consolidated financial statements for such Bank International to June 26, 2020 whereas the measurement period; €45 million facility has been cancelled on January 31, After adding back any other restructuring and/ 2018. • or acquisition costs relating to any permitted As of December 31, 2017, these credit facilities were acquisition. undrawn. REXEL 2017 – REGISTRATION DOCUMENT 255