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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:15 – eprint6 – 4247 Section 07<br />

Ad<strong>di</strong>tional Terms and Con<strong>di</strong>tions for Share Linked Notes<br />

defined in the applicable Final Terms for the purposes of calculating any value<br />

or determining any amount payable in respect of the Notes; and<br />

“C” is the official closing price of the relevant Affected Share on the relevant<br />

Exchange on the date that the substitution is effected.<br />

(B)<br />

Where the Share Linked Notes relate to a Basket of Shares, the Calculation<br />

Agent may adjust the Basket of Shares to include a share or shares (the<br />

“Substitute Shares”) selected by it in accordance with the Share Substitution<br />

Criteria in place of the Share(s) (the “Affected Share(s)”) which are affected by<br />

such Merger Event, Tender Offer, Nationalization, Insolvency or De-listing and<br />

the Substitute Shares will be deemed to be “Shares” and the relevant issuer of<br />

each such share, a “Share Company” for the purposes of the Notes, and the<br />

Calculation Agent will make such adjustment, if any, to any of the terms of the<br />

Terms and Con<strong>di</strong>tions and/or the applicable Final Terms as the Calculation<br />

Agent in its sole and absolute <strong>di</strong>scretion determines appropriate, provided that<br />

in the event that any amount payable under the Notes was to be determined by<br />

reference to the price of the Affected Share on the Trade Date (or any such<br />

other historical date specified in the applicable Final Terms), the relevant price<br />

of each Substitute Share will be determined by the Calculation Agent in<br />

accordance with the following formula:<br />

A x (B/C)<br />

Where:<br />

“A” is the official closing price of the relevant Substitute Share on the relevant<br />

exchange, as determined by the Calculation Agent on the date that the<br />

substitution is effected;<br />

“B” is the price of the Affected Share on the Trade Date (or any such other<br />

historical date specified in the applicable Final Terms) where such price is<br />

defined in the applicable Final Terms for the purposes of calculating any value<br />

or determining any amount payable in respect of the Notes; and<br />

“C” is the official closing price of the relevant Affected Share on the relevant<br />

Exchange on the date that the substitution is effected.<br />

The weighting of each Substitute Share in the basket will be equal to the weighting of the relevant<br />

Affected Share.<br />

Upon the occurrence of a Merger Event, De-listing, Nationalization, Insolvency or, if applicable, Tender<br />

Offer, the Issuer shall give notice as soon as practicable to the Noteholders in accordance with Con<strong>di</strong>tion<br />

14 stating the occurrence of the Merger Event, Tender Offer, Nationalization or Insolvency, as the case<br />

may be, giving details thereof and the action proposed to be taken in relation thereto provided that any<br />

failure to give, or non-receipt of, such notice will not affect the vali<strong>di</strong>ty of any such Merger Event, Tender<br />

Offer, De-listing, Nationalization or Insolvency, as the case may be.<br />

6. Non-euro Quoted Shares<br />

In respect of Share Linked Notes relating to Shares originally quoted, listed and/or dealt as of the<br />

Trade Date in a currency of a member state of the European Union that has not adopted the single<br />

currency in accordance with the Treaty, if such Shares are at any time after the Trade Date quoted, listed<br />

121

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