Common use of Calculation Adjustments Clause in Contracts

Calculation Adjustments. (a) For the purpose of determining compliance with the financial covenants in clause 20.11(a) (Debt to earnings), 20.11(b) (Cashflow Cover), 20.11(c) (Net Interest Cover) and 20.11(d)) (Net Senior Debt) for each Testing Period ending on a Testing Date prior to the date falling one year after the first Drawdown Date: (i) for the purposes of clause 20.11(a) to (d), EBITDA shall be calculated by reference to the actual results of the Target Group for the initial part of that Testing Period prior to the first Drawdown Date; (ii) for the purposes of clauses 20.11(c), Net Interest shall be the annualised value for the period from the beginning of the quarterly accounting period following the first Drawdown Date in respect of which the first Quarterly Accounts are prepared to the relevant Testing Date; and (iii) for the purposes of clause 20.11(b), Cashflow shall be calculated by reference to the immediately preceding four quarterly accounting periods to the relevant Testing Date provided that, in respect of the Testing Period ending on the first Testing Date for the purposes of calculation of Total Debt Service, Net Interest for the period after the first Drawdown Date to the Testing Date shall be annualised and scheduled repayments of principal shall be all such scheduled payments during the periods from the first Drawdown Date to the first Testing Period. (b) 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 Bidco 2, 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 to be achieved as a result of the acquisition of such company or companies.

Calculation Adjustments. (a) For the purpose of determining compliance with the financial covenants in clause 20.11(a20.13(a) (Debt to earningsInterest cover), 20.11(b20.13(b) (Leverage Ratio) and 20.13(c) (Cashflow Cover), 20.11(c) (Net Interest Cover) and 20.11(d)) (Net Senior Debt) for each Testing Period ending on a Testing Date prior to the date falling one year after the first Drawdown Date: (i) for the purposes of clause 20.11(a) to (d), EBITDA shall be calculated by reference to the actual results of the Target Group for the initial part of that Testing Period prior to the first Drawdown Date; (ii) for the purposes of clauses 20.11(c), Net Interest shall be the annualised value for the period from the beginning of the quarterly accounting period following the first Drawdown Date in respect of which the first Quarterly Accounts are prepared to the relevant Testing Date; and (iii) for the purposes of clause 20.11(b), Cashflow shall be calculated by reference to the immediately preceding four quarterly accounting periods to the relevant Testing Date provided that, in respect of the Testing Period ending on the first Testing Date for the purposes of calculation of Total Debt Service, Net Interest for the period after the first Drawdown Date to the Testing Date shall be annualised and scheduled repayments of principal shall be all such scheduled payments during the periods from the first Drawdown Date to the first Testing Period. (b) If 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 Bidco 2the 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, arbitration or administrative proceedings commenced by or against any Obligor or Material Subsidiary to the extent included in EBITA during such Testing Period provided that the maximum aggregate amount added back in accordance with this clause 20.16(d) shall be $1,400,000 less the aggregate amount of all such costs added back in all previous Testing Periods counting the same only once.

Calculation Adjustments. (a) For the purpose of determining compliance with the financial covenants in clause 20.11(a18.14(a) (Debt to earningsInterest cover), 20.11(b18.14(b) (Leverage Ratio) and 18.14(c) (Cashflow Cover), 20.11(c) (Net Interest Cover) and 20.11(d)) (Net Senior Debt) for each Testing Period ending on a Testing Date prior to the date falling one year after the first Drawdown Date: (i) for the purposes of clause 20.11(a) to (d), EBITDA shall be calculated by reference to the actual results of the Target Group for the initial part of that Testing Period prior to the first Drawdown Date; (ii) for the purposes of clauses 20.11(c), Net Interest shall be the annualised value for the period from the beginning of the quarterly accounting period following the first Drawdown Date in respect of which the first Quarterly Accounts are prepared to the relevant Testing Date; and (iii) for the purposes of clause 20.11(b), Cashflow shall be calculated by reference to the immediately preceding four quarterly accounting periods to the relevant Testing Date provided that, in respect of the Testing Period ending on the first Testing Date for the purposes of calculation of Total Debt Service, Net Interest for the period after the first Drawdown Date to the Testing Date shall be annualised and scheduled repayments of principal shall be all such scheduled payments during the periods from the first Drawdown Date to the first Testing Period. (b) If 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 Bidco 2the 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 Mezzanine 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 18.14(a) (Interest Cover) and 18.14(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 18.14(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 18.14 (a) (Interest cover) and 18.14(b) (Leverage ratio), EBITA for the relevant Testing Period shall be adjusted to include any reasonable costs incurred in connection with any litigation, arbitration or administrative proceedings commenced by or against any Obligor or Material Subsidiary to the extent included in EBITA during such Testing Period provided that the maximum aggregate amount added back in accordance with this clause 18.17(d) shall be $1,400,000 less the aggregate amount of all such costs added back in all previous Testing Periods counting the same only once.