Financial Reporting - Rexel

• excludes expenses relating to employee profit sharing and any share based payments or the
granting of share subscription options;
• excludes restructuring costs relating to the integration of Hagemeyer and any other restructuring
and/or acquisition costs relating to any other acquisitions,
• adjusted to exclude the non-recurring impact on the Group’s consolidated EBITDA related to the
price of copper in cables.
Adjusted consolidated net debt means all financial debt (whether the interest with respect to such debt is
paid or capitalized) converted to the average rate of the last 12 months when the debt is in a currency other
than the euro:
• less intra-group loans and transaction costs, as well as the financial charges accounted for as a
result of the repayment of the debt outstanding under the previous facilities agreement;
• plus all indebtedness relating to the issuance of securities that are not mandatorily redeemable into
shares and any other amount relating to a loan under international accounting standards;
• plus accrued interest (including capitalized interest), excluding interest accrued on intra-group loans;
• minus cash and cash equivalents.
Commitments
Under the terms of the Senior Credit Agreement, Rexel must maintain the Pro Forma Leverage Ratio below
the following levels on the dates indicated:
Date
Indebtedness
Ratio
December 31, 2011 …………………… 4.00:1
June 30, 2012 …………………………. 3.75:1
December 31, 2012 …………………… 3.50:1
June 30, 2013 ………………………… 3.50:1
December 31, 2013 ………………….. 3.50:1
June 30, 2014 …………………………. 3.50:1
As of December 31, 2011, this ratio was 2.40, in compliance with the provisions of the Senior Credit
Agreement.
Other undertakings
The Senior Credit Agreement contains covenants relating to limits on capital expenditure and restrictions on
dividend payments when the Leverage Ratio pro forma exceeds 4.00:1.
Other covenants
The Senior Credit Agreement contains certain covenants that restrict the capacity of Group companies,
parties to that Agreement and certain subsidiaries from (i) granting security interests or warranties based on
their assets; (ii) making loans to others; (iii) creating security interests; (iv) undertaking certain investments;
(v) disposing of assets; or (vi) substantially changing the general nature of the Group’s business.
Prepayment
The Senior Credit Agreement contains certain covenants for total or partial acceleration of maturity,
particularly in the event of a change of control of Rexel, the sale of all or a part of Rexel’s assets, payment
default or in the event of accelerated maturity of other financial debt of certain Group entities (above
established thresholds) or other events that are likely to have a significant negative effect on the obligations
of borrowers and guarantors.
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