ZERO BASIS PRETAX INCOME

ZERO BASIS PRETAX INCOME. Non-deductible Depreciation and/or Amortization; PLUS Cost of Acquisition Debt; PLUS financing costs at Meridian's interest cost related to future working capital or capital expenditures incurred by Meridian on behalf of Surviving Corporation; PLUS federal, state and local income taxes calculated by the following formula: [A/(1-Surviving Corporation's statutory tax rate)] - A Where A equals goodwill amortization.