INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:06 – eprint6 – 4247 Section 05
Terms and Conditions of the Notes
notified that a Relevant Clearing System has been closed for business for a continuous period of 14
calendar days (other than by reason of holiday, statutory, or otherwise) after the original issuance of the
Notes or has announced an intention permanently to cease business or has in fact done so and no
Alternative Clearing System approved by the Noteholders is available, or (3) if the Issuer after notice to
the Principal Agent, determines to issue the Registered Notes in definitive form. Each such exchange shall
occur in whole, but not in part, for Bearer Definitive Notes or Registered Definitive Notes, as applicable,
in the applicable Specified Denomination, representing the full principal amount of the applicable Global
Note.
The Final Terms for the Notes are attached hereto or endorsed hereon and supplement these Terms
and Conditions and may specify other terms and conditions which, to the extent so specified or to the
extent inconsistent with these Terms and Conditions, shall replace or modify these Terms and Conditions
for purposes of the Notes. References herein to the “applicable Final Terms” are to the relevant Final
Terms attached hereto or endorsed hereon.
As used herein, “Series” means a Tranche of Notes, together with any further Tranche or Tranches
of Notes, which are (1) expressly to be consolidated and form a single series and (2) identical in all
respects (including as to listing) except for the date on which such Notes will be issued (the “Issue Date”),
for interest-bearing Notes, the date from which such Notes bear interest (the “Interest Commencement
Date”), which will be the Issue Date unless otherwise specified in the applicable Final Terms, and the
price (expressed as a percentage of the principal amount of the Notes) at which such Notes will be issued
(the “Issue Price”). The expressions “Notes of the relevant Series” and “holders of Notes of the
relevant Series” and related expressions shall be construed accordingly. As used herein, “Tranche” means
Notes (whether in bearer global form, registered global form, bearer definitive form, or registered
definitive form) which are identical in all respects (including as to listing).
Copies of the amended and restated program agreement, dated as of July 25, 2008 among the Issuer
and the Dealers named or to be appointed thereunder (as amended, restated and/or supplemented from
time to time, the “Program Agreement”), and the Final Terms applicable to the Notes are available for
inspection without charge at, and copies may be obtained from, the specified offices of each of the
Principal Agent and each Paying Agent, the Registrar and each Transfer Agent, except that the applicable
Final Terms relating to an unlisted Note only will be available for inspection by a Noteholder upon proof
satisfactory to the relevant Paying Agent as to ownership of the Note. The Noteholders, the Receiptholders,
and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of
the Agency Agreement and the applicable Final Terms, which are binding on them.
The applicable Final Terms will specify whether settlement shall be by way of cash payment
(“Cash Settlement”) or by physical delivery (“Physical Settlement”). Notes to which Cash Settlement
applies are “Cash Settled Notes” and Notes to which Physical Settlement applies are “Physical Delivery
Notes”. Any reference in these Conditions to Physical Delivery Notes shall mean Notes in respect of
which a number of underlying shares, bonds, securities, commodities, depository receipts, or such other
assets as may be specified in the applicable Final Terms (the “Relevant Asset(s)”) plus or minus any
amount due to or from the Noteholder in respect of each Note (the “Entitlement”) is deliverable and/or
payable by reference to one or more Relevant Assets as the Issuer and the relevant Dealer(s) may agree
and as set out in the applicable Final Terms. In respect of Physical Delivery Notes, the Issuer will enter
into one or more delivery agency agreements (each, a “Delivery Agency Agreement”) with one or more
delivery agents (each, a “Delivery Agent”). The calculation agent in respect of the Notes (the
“Calculation Agent”) and the Delivery Agent in respect of the Notes (if applicable) will be specified in
the applicable Final Terms.
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