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
The Issuer is entitled to vary or terminate the appointment of any Paying Agent, the Registrar, or
Transfer Agent and to appoint an alternative Principal Agent or other Paying Agents, Registrars, or
Transfer Agents and approve any change in the specified office through which any Paying Agent, Registrar
or Transfer Agent acts, provided that:
(a)
(b)
(c)
(d)
(e)
so long as the Notes are listed on any stock exchange, there will at all times be a Paying
Agent with a specified office in such place as may be required by the rules and regulations of
the relevant stock exchange;
there will at all times be a Paying Agent with a specified office in a city in continental
Europe;
there will at all times be a Principal Agent;
the Issuer will maintain a Paying Agent in a member state of the European Union that will
not be obliged to withhold or deduct tax pursuant to the Directive (as defined in Condition 8)
or any law implementing or complying with, or introduced in order to conform to, such
Directive; and
there will at all times be a Transfer Agent and a Registrar with a specified office in
continental Europe (outside the United Kingdom).
In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New
York City in the circumstances described in Condition 5(c). Any variation, termination, appointment, or
change shall take effect only (other than in the case of insolvency, when it shall be of immediate effect)
after not less than 30 nor more than 45 calendar days’ prior notice thereof shall have been given to the
Noteholders in accordance with Condition 14.
13. Exchange of Talons
On and after the Fixed Interest Payment Date or the Interest Payment Date, as appropriate, on which
the final Coupon comprised in any Coupon sheet matures, the Talon, if any, forming part of such Coupon
sheet, may be surrendered at the specified office of the Principal Agent or any other Paying Agent in
exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to
(and including) the final date for the payment of interest due in respect of the Note to which it appertains)
a further Talon, subject to the provisions of Condition 9. Each Talon, for purposes of these Terms and
Conditions, shall be deemed to mature on the Fixed Interest Payment Date or the Interest Payment Date
(as the case may be) on which the final Coupon comprised in the relative Coupon sheet matures.
14. Notices
Notices to the holders of Registered Notes shall be (i) mailed to them (or, in the case of joint
holders, to the first named) at their respective addresses in the Register and (ii) save where another means
of effective communication has been specified herein or in the Final Terms, published (a) in the case of
any Registered Notes which are admitted to trading on the London Stock Exchange’s Regulated Market
(so long as the rules of that exchange so require), in a leading newspaper having general circulation in
London (which is expected to be the Financial Times), or if such publication is not practicable, if
published in a leading English language daily newspaper having general circulation in Europe, or (b) in the
case of Registered Notes which are admitted to listing, trading, and/or quotation by any other listing
authority, stock exchange, and/or quotation system (so long as the rules of such listing authority, stock
exchange, and/or quotation system so require), in a leading daily newspaper having general circulation in
London (which is expected to be the Financial Times) and in such other place or manner as may be
required by the rules and regulations of such listing authority, stock exchange, and/or quotation system.
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