IN WHICH CASE THE AMOUNT OF THE ONE-TIME
DEBIT SHALL BE TAKEN INTO ACCOUNT ONLY FOR THE PORTION OF THE DEBIT EXCEEDING
THE CORRESPONDING INCOME IN THE RELEVANT PERIOD.
The Noos Actual EBITDA, if and when adjusted in accordance with this
Section 3.2.2, being referred to hereinafter as the "Noos Actual Adjusted
EBITDA".
3.2.3
The "Noos Budgeted Adjusted EBITDA" will be
calculated as follows:
(a)
Cumulative amount of the monthly budgeted
EBITDA appearing in the schedule attached in Appendix 3.2.3 to this Schedule 2.6
with respect to any month elapsed between 1st January 2004 and the Reference
Date;
(B)
LESS THE AMOUNT OF THE BAD DEBTS (AS DEFINED
IN SECTION 3.2.4 BELOW).
3.2.4
For the purposes of calculating Noos Actual
Adjusted EBITDA and Noos Budgeted Adjusted EBITDA, "Bad Debts" means the amount
calculated as follows:
EUR 5million x (number of months elapsed between 1st January 2004 and the
Reference Date / 12).
3.2.5
When calculating the Noos Actual Adjusted EBITDA
and the Noos Budgeted Adjusted EBITDA, the following further principles shall be
applied:
(a)
EBITDA will exclude all one-time
restructuring costs;
(b)
subscriber acquisition costs (direct and
indirect marketing costs, reconnection costs) shall not be capitalized, except
for physical first connection costs (drop lines);
(C)
CAPITALIZATION OF LABOR COST WILL BE ON A
BASIS CONSISTENT WITH PRIOR PRACTICE;
12
(D)
ACCRUALS WILL BE PREPARED AT CLOSING ON A
BASIS CONSISTENT WITH THE PRINCIPLES USED DURING PRIOR PERIODS AND MORE
GENERALLY, ALL ITEMS RECORDED IN THE LOSS AND INCOME STATEMENT INCLUDED IN THE
REFERENCE DATE ACCOUNTS WILL BE PREPARED ON A BASIS CONSISTENT WITH THE
PRINCIPLES USED DURING PRIOR PERIODS;
(E)
ALL JUDGMENTAL AREAS INCLUDING, WITHOUT
LIMITATION, BAD DEBT PROVISION (RECORDED AS "PROVISION POUR CRÉANCES
DOUTEUSES"), HOLIDAY ACCRUALS ("PROVISION POUR CONGES PAYÉS"), PROGRAMMING
ACCRUALS (RECORDED AS "PROVISIONS POUR CHARGES DE PROGRAMME") WILL BE MADE ON A
BASIS CONSISTENT WITH THE PRINCIPLES USED DURING PRIOR PERIODS;
(F)
IF THERE ARE ONE-OFF DISCRETIONARY ITEMS
OR DISCRETIONARY MARKETING COSTS (BY WAY OF EXAMPLES, NEWSPAPER, TELEVISION,
RADIO AND OTHER MEDIA ADVERTISING AND DIRECT MARKETING CAMPAIGNS) IN THE BUDGET
FOR THE PERIOD COMMENCING ON 1ST JANUARY 2004 AND ENDING ON THE REFERENCE DATE
WHICH ARE NOT SPENT IN THE RELEVANT PERIOD, THEIR AMOUNT WILL BE NEUTRALIZED AS
FOLLOWS: IN THE FORMULA SET FORTH IN SECTION 3.2.1 FOR THE CALCULATION OF THE
NOOS RUN-RATE EBITDA, THE AMOUNT OF ANY SUCH ONE-OFF DISCRETIONARY ITEM OR
DISCRETIONARY MARKETING COSTS WILL BE ADDED TO THE NUMERATOR WITH NO ADJUSTMENT
OF THE DENOMINATOR (SO THAT BOTH NOOS ACTUAL ADJUSTED EBITDA AND NOOS BUDGETED
ADJUSTED EBITDA ARE CALCULATED WITH THE SAME LEVEL OF THOSE DISCRETIONARY ITEMS
AND DISCRETIONARY MARKETING COSTS).
3.3
Noos Financial Debt
The "Noos Financial Debt" shall be calculated based on the Reference Date
Accounts as follows:
(a)
all outstanding financial debt (including
short and long-term debt of a financial nature) for borrowed money from third
parties, excluding the Intercompany Loan, as recorded in the Reference Date
Accounts;
(B)
ALL FINANCIAL OBLIGATIONS EVIDENCED BY A
NOTE, BOND, DEBENTURE OR