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
representing Noteholders whatever the principal amount of the Notes so held or represented, except that at
any meeting the business of which includes the modification of certain provisions of the Notes, Receipts,
or Coupons (including modifying the date of maturity of the Notes or any date for payment of interest
thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the
Notes or altering the currency of payment of the Notes, Receipts, or Coupons), the necessary quorum for
passing an Extraordinary Resolution will be one or more persons holding or representing not less than
two-thirds, or at any adjourned such meeting not less than one-third, in principal amount of the Notes of
the relevant Series that at such time remain outstanding. An Extraordinary Resolution passed at any
meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the
meeting, and on all related Receiptholders and Couponholders.
Without the consent of the Noteholders, Receiptholders, or Couponholders, the Principal Agent and
the Issuer may agree to modifications of or amendments to the Agency Agreement, the Notes, the
Receipts, or the Coupons for any of the following purposes:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
to evidence the succession of another entity to the Issuer and the assumption by any such
successor of the covenants of the Issuer in the Agency Agreement, the Notes, Receipts, or
Coupons;
to add to the covenants of the Issuer for the benefit of the Noteholders, the Receiptholders, or
the Couponholders, or to surrender any right or power herein conferred upon the Issuer;
to relax or eliminate the restrictions on payment of principal and interest in respect of the
Notes, Receipts, or Coupons in the United States or its possessions, provided that such
payment is permitted by United States tax laws and regulations then in effect and provided
that no adverse tax consequences would result to the Noteholders, the Receiptholders, or the
Couponholders;
to cure any ambiguity, to correct or supplement any defective provision herein or any
provision which may be inconsistent with any other provision herein;
to make any other provisions with respect to matters or questions arising under the Notes, the
Receipts, the Coupons, or the Agency Agreement, provided such action pursuant to this
subclause (e) shall not adversely affect the interests of the Noteholders, the Receiptholders,
or the Couponholders;
to facilitate the issuance of Notes in accordance with the laws of a particular jurisdiction; and
to permit further issuances of Notes in accordance with the terms of the Program Agreement.
Any such modification or amendment shall be binding on the Noteholders, the Receiptholders, and
the Couponholders and any such modification or amendment shall be notified to the Noteholders, the
Receiptholders, or the Couponholders in accordance with Condition 14 as soon as practicable thereafter.
16. Merger, Consolidation, Sale, Conveyance and Assumption
Any entity into which the Principal Agent or any Agent may be merged or converted, or any entity
with which the Principal Agent or any of the Principal Agents may be consolidated or any entity resulting
from any merger, conversion, or consolidation to which the Principal Agent or any of the Agents shall be a
party, or any entity to which the Principal Agent or any Agent shall sell or otherwise transfer all or
substantially all the assets of the Principal Agent or any Agent shall become, on the date when such
merger, conversion, consolidation, or transfer becomes effective and to the extent permitted by any
applicable laws, the successor Principal Agent or, as the case may be, Agent under the Agency Agreement
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