FINANCIAL AND ACCOUNTING INFORMATION The notes are redeemable in whole or in part at any Swingline drawings bear interest at a rate determined time prior to December 15, 2020 at a redemption in reference to (i) the EONIA rate, (ii) the applicable price equal to 100% of their principal amount, plus margin and (iii) mandatory costs, if any. a “make-whole” premium and accrued and unpaid The initial applicable margin is 1.25% per annum and interest. On or after December 15, 2020, the notes varies in accordance with the leverage ratio (defined are redeemable in whole or in part by paying the as the ratio of consolidated adjusted total debt to redemption price set forth below: consolidated adjusted EBITDA, in each case as such REDEMPTION PRICE terms are defined under the Senior Facility Agreement) (AS A % OF PRINCIPAL calculated as of December 31 and June 30 of every REDEMPTION PERIOD BEGINNING ON: AMOUNT) year. The margin ranges from 0.60% to 2.25%. December 15, 2020 101.063% In addition, the applicable margin shall be increased December 15, 2021 100.531% by a utilization fee that varies depending on the December 15, 2022 and after 100.000% percentage of the total commitment drawn under the Senior Facility Agreement at any given time. Senior Credit Agreement Rexel shall also pay a commitment fee in the base On March 15, 2013, Rexel refinanced its €1,100 million currency on that lender’s available commitment the existing revolving credit facilities agreement dated amount of which varies based on the leverage ratio. December 21, 2009 by entering into a new revolving Under the Senior Credit Facility Agreement, Rexel credit faci l ity agreement (the “Senior Faci l ity must maintain a leverage ratio below 3.50 times as Agreement”) with BNP Paribas, Crédit Agricole at December 31 and June 30 of each year. Corporate and Investment Bank, Crédit Industriel et Commercial, HSBC France, ING Belgium SA, French The Leverage Ratio corresponds to adjusted branch, Natixis and Société Générale Corporate and consolidated net debt relative to adjusted EBITDA, 5 Investment Banking as Mandated Lead Arrangers as such terms are defined below: and Bookrunners. “Adjusted EBITDA” means,in relation to a On November 13, 2014, Rexelentered into an measurement period, consol idated operating amendment of its Senior Faci l ity Agreement income without double counting before other September 2013 reducing the maximum amount to income (or expenses) as defined in the relevant €982 million. consolidated accounts of the Group: •Including the last 12 months of Adjusted EBITDA On January 31, 2018, the Senior Facility Agreement of any Subsidiary acquired in that measurement was amended to extend the final maturity date to period prorata the participation of the Group; January 31, 2023 and reduce the committed amount Including proceeds related to commodity price • to €850 million. derivatives entered into to hedge exposure to the The Senior Facility Agreement provides a five-year price fluctuation of certain commodities which do multicurrency credit facility, which can also be drawn not qualify for cash flow hedge accounting as per through swingline loans for an aggregate amount of applicable IFRS; €137.8 million. •After adding back EBITDA of assets held for sale and not taking into account EBITDA of assets sold Interests and margin during the measurement period; Amounts drawn bear interest at a rate determined •After adding back net operational depreciation/ in reference to (i) the EURIBOR rate when funds are amortization; made available in Euro or the Libor rate when funds •Taking no account of any expense referable to equity are made available in currencies other than Euro, (ii) settled share based compensation of employees the applicable margin, (iii) certain premia for loans in or management, to the extent the balance of it is currencies other than Euro and (iv) mandatory costs taken in account into financial indebtedness; (representing the costs to be borne by the lenders •After adding back non-cash employee share, for the financing of the banking control system incentive or remuneration scheme costs entered imposed by the banking regulatory authorities of into as part of equity-based remuneration of their respective countries), if any. employees of the Group, as wel l as legal profit REXEL 2017 – REGISTRATION DOCUMENT 287