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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:06 – eprint6 – 4247 Section 05<br />

Terms and Con<strong>di</strong>tions of the Notes<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

(v)<br />

(vi)<br />

the Notes and the Receipts shall (unless already so provided by mandatory provisions of<br />

applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01<br />

with a nominal amount for each Note and Receipt equal to the nominal amount of that Note<br />

and Receipt in the Specified Currency, converted into euro at the rate for conversion<br />

established by the Council of the European Union pursuant to the EC Treaty (inclu<strong>di</strong>ng<br />

compliance with rules relating to roun<strong>di</strong>ng in accordance with European Community<br />

regulations) provided that, if the Issuer determines, with the agreement of the Agent (which<br />

agreement shall not be unreasonably withheld), that the then market practice in respect of the<br />

redenomination into euro 0.01 of internationally offered securities is <strong>di</strong>fferent from the<br />

provisions specified above, such provisions shall be deemed to be amended so as to comply<br />

with such market practice and the Issuer shall promptly notify the Noteholders, any stock<br />

exchange on which the Notes may be listed, and any Paying Agent of such deemed<br />

amendment;<br />

if Definitive Notes are required to be issued after the Redenomination Date, they shall be<br />

issued at the expense of the Issuer in the denominations of €50,000, and such other<br />

denominations as the Principal Agent determines and gives notice of to the Noteholders;<br />

if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured<br />

Receipts and Coupons denominated in the Specified Currency (whether or not attached to the<br />

Notes) will become void from the date on which the Issuer gives the notice (the “Exchange<br />

Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for<br />

exchange (provided that such securities are so available) and no payments will be made in<br />

respect of them. The payment obligations contained in any Notes and Receipts so issued also<br />

will become void on that date although those Notes and Receipts will continue to constitute<br />

valid exchange obligations of the Issuer. New certificates in respect of euro-denominated<br />

Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons<br />

denominated in the Specified Currency in such manner as the Principal Agent may specify<br />

and shall be stated to Noteholders in the Exchange Notice;<br />

after the Redenomination Date, all payments in respect of the Notes (other than payments of<br />

interest in respect of periods commencing before the Redenomination Date) will be made<br />

solely in euro, unless the Redenomination Date is on or after such date as the Specified<br />

Currency ceases to be a sub-<strong>di</strong>vision of the euro. Such payments will be made in euro by<br />

cre<strong>di</strong>t or transfer to a euro account (or any other account to which euro may be cre<strong>di</strong>ted or<br />

transferred) specified by the payee;<br />

the amount of interest in respect of Notes will be calculated by reference to the aggregate<br />

nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of<br />

which Receipts or Coupons are presented) for payment by the relevant holder and the amount<br />

of such payment shall be rounded down to the nearest euro 0.01; and<br />

if the Notes are Notes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest<br />

bearing Notes, the applicable Final Terms will specify any relevant changes to the provisions<br />

relating to interest.<br />

In connection with such redenomination, the Issuer, after consultation with the Principal Agent, may<br />

make such other changes to the Terms and Con<strong>di</strong>tions applicable to the relevant Notes, inclu<strong>di</strong>ng, without<br />

limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or<br />

other conventions as it may decide, so as to conform them to the then market practice in respect of eurodenominated<br />

debt securities issued in the Euromarkets, which are held in international clearing systems.<br />

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