£10 MILLION IN ANY
FINANCIAL YEAR OF THE COMPANY;
(X)
CUMULATIVE CHANGES IN GAAP FROM AND INCLUDING THE ACCOUNTING
PRINCIPLES APPLIED IN THE PREPARATION OF THE ORIGINAL FINANCIAL STATEMENTS;
(XI)
RESTRUCTURING CHARGES AND RELATED COSTS IN AN AMOUNT OF UP TO £125
MILLION DURING THE PERIOD FROM THE ORIGINAL EXECUTION DATE UNTIL 31 MARCH 2013
PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED £75 MILLION IN ANY OF THE TWELVE
MONTH PERIODS COMMENCING ON EACH OF 1 APRIL 2010, 1 APRIL 2011 AND 1 APRIL 2012;
AND
(XII)
ANY COSTS IN RELATION TO CUSTOMER PREMISES EQUIPMENT RESULTING FROM
ANY SUCH EQUIPMENT BEING EXPENSED AS OPERATING COSTS IN THE INCOME STATEMENT IN
CONNECTION WITH A SWITCH TO A CUSTOMER OWNERSHIP MODEL,
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
ACTUALLY RECEIVED BY THE BANK GROUP DURING SUCH PERIOD AND (II) THE AGGREGATE OF
THE PROPORTIONATE INTERESTS OF EACH MEMBER OF THE BANK GROUP IN ANY PERMITTED
JOINT VENTURE NET OPERATING CASH FLOW FOR SUCH PERIOD.
"Consolidated Total Debt" means, at any time (without double counting and as
would be set forth on the balance sheet of the Group in accordance with GAAP)
the aggregate principal, capital or nominal amounts (including any Interest
capitalised as principal) of Financial Indebtedness of any member of the Bank
Group (including, without limitation, Financial
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Indebtedness arising under or pursuant to the Relevant Finance Documents) plus
any Parent Debt outstanding from time to time (provided that the principal
amount outstanding under the Convertible Senior Notes shall be calculated using
a fixed Sterling principal amount of £504.6 million, subject to any pro rata
reduction to reflect any prepayment, repayment, purchase, repurchase,
redemption, retirement, defeasance or other acquisition for value of any of the
Convertible Senior Notes), excluding any Financial Indebtedness of any member of
the Group to another member of the Group or under any Subordinated Funding, to
the extent not prohibited under this Agreement and excluding any Financial
Indebtedness arising by reason only of mark to market fluctuations in respect of
interest rate hedging arrangements since the original date on which such
interest rate hedging arrangements were consummated.
"Consolidated Total Net Cash Interest Payable" means, in respect of any period,
the aggregate amount of the Interest which has accrued on the Consolidated Total
Debt during such period (but excluding for the avoidance of doubt any fees and
consent payments payable in or amortised during such period) but deducting any
Interest actually received in cash by any member of the Bank Group.
"Current