INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:15 – eprint6 – 4247 Section 07
Additional Terms and Conditions for Share Linked Notes
without limitation, adjustments to account for changes in volatility, expected
dividends, stock loan rate or liquidity relevant to the Shares; or
(ii) give notice to the Noteholders in accordance with Condition 14 and redeem all,
but not less than all, of the Notes, each nominal amount of Notes equal to the
Specified Denomination being redeemed at the Early Redemption Amount; or
(iii) following such adjustment to the settlement terms of options on the Shares traded
on such exchange(s) or quotation system(s) as the Issuer in its sole discretion shall
select (the “Options Exchange”), require the Calculation Agent to make a
corresponding adjustment to any one or more of the terms of the Terms and
Conditions and/or the applicable Final Terms which adjustment will be effective as of
the date determined by the Calculation Agent to be the effective date of the
corresponding adjustment made by the Options Exchange. If options on the Shares are
not traded on the Options Exchange, the Calculation Agent will make such adjustment,
if any, to any one or more of the terms of the Terms and Conditions and/or the
applicable Final Terms as the Calculation Agent in its sole and absolute discretion
determines appropriate, with reference to the rules and precedents (if any) set by the
Options Exchange to account for the Merger Event, Tender Offer, De-listing,
Nationalization or Insolvency, as the case may be, that in the determination of the
Calculation Agent would have given rise to an adjustment by the Options Exchange if
such options were so traded; or
(iv) unless the applicable Final Terms provides that “Share Substitution” shall not be
applicable, then on or after the relevant Merger Date, Tender Offer Date, or the date of
the Nationalization, Insolvency or De-listing (as the case may be):
(A)
Where the Share Linked Notes relate to a single Share, the Calculation Agent
may substitute the share (the “Substitute Share”) selected by it in accordance
with the Share Substitution Criteria in place of such Share (the “Affected
Share”) which is affected by such Merger Event, Tender Offer, Nationalization,
Insolvency or De-listing and the Substitute Share will be deemed to be “Share”
and the relevant issuer of such shares, a “Share Company” for the purposes of
the Notes, and the Calculation Agent will make such adjustment, if any, to any
of the terms of the Terms and Conditions and/or the applicable Final Terms as
the Calculation Agent in its sole and absolute discretion determines appropriate,
provided that in the event that any amount payable under the Notes was to be
determined by reference to the price of the Affected Share on the Trade Date (or
any such other historical date specified in the applicable Final Terms), the
relevant price of each Substitute Share will be determined by the Calculation
Agent in accordance with the following formula:
A x (B/C)
Where:
“A” is the official closing price of the relevant Substitute Share on the relevant
exchange, as determined by the Calculation Agent, on the date that the
substitution is effected;
“B” is the price of the Affected Share on the Trade Date (or any such other
historical date specified in the applicable Final Terms) where such price is
120