THE BANK GROUP):
(I)
NON-CASH GAINS OR LOSSES, WHETHER
EXTRAORDINARY, RECURRING OR OTHERWISE (EXCLUDING HOWEVER ANY NON-CASH CHARGE TO
THE EXTENT THAT IT REPRESENTS AMORTISATION OF A PREPAID EXPENSE THAT WAS PAID IN
A PRIOR PERIOD OR AN ACCRUAL OF, OR A RESERVE FOR, CASH CHARGES OR EXPENSES IN
ANY FUTURE PERIOD), AND INCLUDING WITHOUT LIMITATION NON-CASH EXPENSES FOR
COMPENSATION RELATING TO THE GRANTING OF OPTIONS AND RESTRICTED STOCK, SALE OF
STOCK AND SIMILAR ARRANGEMENTS;
(II)
INCOME TAX EXPENSE OR BENEFIT;
(III)
FOREIGN CURRENCY TRANSACTION GAINS AND LOSSES
AND FOREIGN CURRENCY TRANSLATION DIFFERENCES;
(IV)
OTHER NON-OPERATING GAINS AND LOSSES,
INCLUDING THE COSTS OF, AND ACCOUNTING FOR, FINANCIAL INSTRUMENTS AND GAINS AND
LOSSES ON DISPOSALS OF FIXED ASSETS;
(V)
SHARE OF INCOME OR LOSSES FROM EQUITY
INVESTMENTS AND MINORITY INTERESTS;
(VI)
INTEREST EXPENSE AND INTEREST INCOME
INCLUDING, WITHOUT LIMITATION, AMORTISATION OF DEBT ISSUANCE COST AND DEBT
DISCOUNT;
(VII)
DEPRECIATION AND AMORTISATION;
(VIII)
EXTRAORDINARY ITEMS;
(IX)
AT THE ELECTION OF THE COMPANY, CASH CHARGES
RESULTING FROM ANY THIRD PARTY PROFESSIONAL, ADVISORY, LEGAL AND ACCOUNTING FEES
AND OUT-OF-POCKET EXPENSES REASONABLY INCURRED IN CONNECTION WITH THE MERGER,
THE BASEBALL SCHEME, AN ACQUISITION OR INVESTMENT, ANY FINANCING (IN ANY SUCH
CASE, WHETHER COMPLETED OR NOT) PROVIDED THAT THE AGGREGATE AMOUNT ADDED BACK IN
RESPECT OF SUCH FEES AND EXPENSES SHALL NOT AT ANY TIME EXCEED £25 MILLION;
(X)
RESTRUCTURING CHARGES DETERMINED IN
ACCORDANCE WITH FAS 146 IN AN AMOUNT OF UP TO £50 MILLION FOR THE FINANCIAL YEAR
DURING WHICH THE MERGER CLOSING DATE OCCURS (OR £60 MILLION IN THE EVENT THAT
THE BASEBALL ACQUISITION ALSO OCCURS DURING SUCH FINANCIAL YEAR (OTHER THAN
PURSUANT TO A STAND ALONE BASEBALL FINANCING)) ("YEAR 1") AND UP TO £50 MILLION
IN THE FOLLOWING FINANCIAL YEAR (OR £60 MILLION IN THE EVENT THAT THE BASEBALL
ACQUISITION HAS OCCURRED DURING SUCH FINANCIAL YEAR OR DURING YEAR 1 (IN EITHER
CASE, OTHER THAN PURSUANT TO A STAND ALONE BASEBALL FINANCING)) ("YEAR 2")
PROVIDED THAT ANY UNUTILISED AMOUNTS FROM
81
YEAR 1 MAY BE CARRIED FORWARD TO YEAR 2 AND ANY UNUTILISED AMOUNTS FROM YEAR 2
(INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY AMOUNTS ROLLED OVER FROM YEAR 1) MAY
BE CARRIED FORWARD AND ADDED BACK TO CONSOLIDATED OPERATING CASHFLOW IN THE
PERIOD FROM THE END OF YEAR 2 TO THE THIRD ANNIVERSARY OF THE MERGER CLOSING
DATE; AND
(XI)
CUMULATIVE CHANGES IN GAAP FROM AND INCLUDING
THE ACCOUNTING PRINCIPLES APPLIED IN THE PREPARATION OF THE ORIGINAL FINANCIAL
STATEMENTS,
minus
(B)
THE EXCLUDED GROUP OPERATING CASHFLOW FOR
THAT PERIOD (TO THE EXTENT INCLUDED IN THE CALCULATION OF PARAGRAPH (A) ABOVE);
(C)
TO THE EXTENT INCLUDED IN CONSOLIDATED NET
INCOME FOR SUCH PERIOD AND NOT OTHERWISE DEDUCTED PURSUANT TO PARAGRAPH
(A) ABOVE:
(i)
that portion of the share of profit or
loss from Permitted Joint Ventures; and
(ii)
the aggregate amount of all interest income
and/or dividends received during such period from one or more of the Permitted
Joint Ventures;
plus
(D)
THE LOWER OF (I) THE AGGREGATE PERMITTED
JOINT VENTURE PROCEEDS