INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:15 – eprint6 – 4247 Section 07
and/or dealt exclusively in euro on the relevant Exchange or, where the Exchange is specified as not
applicable in the Final Terms, the principal market on which those Shares are traded, then the Calculation
Agent will adjust any of the terms of the Terms and Conditions and/or the applicable Final Terms as the
Calculation Agent determines in its sole and absolute discretion to be appropriate to preserve the economic
terms of the Notes. The Calculation Agent will make any conversion necessary for purposes of any such
adjustment as of the Valuation Time at an appropriate mid market spot rate of exchange determined by the
Calculation Agent prevailing as of the Valuation Time. No adjustments under this provision will affect the
currency denomination of any payment obligation arising out of the Notes.
7. Additional Disruption Events
Additional Terms and Conditions for Share Linked Notes
(a)
“Additional Disruption Event” means any of Change in Law, Hedging Disruption, Increased Cost
of Hedging, Increased Cost of Stock Borrow, Loss of Stock Borrow and/or Insolvency Filing, in
each case if specified in the applicable Final Terms.
“Change in Law” means that, on or after the Trade Date (as specified in the applicable Final
Terms) (i) due to the adoption of or any change in any applicable law or regulation (including, without
limitation, any tax law), or (ii) due to the promulgation of or any change in the interpretation by any court,
tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including
any action taken by a taxing authority), the Calculation Agent determines in its sole and absolute
discretion that (A) it has become illegal to hold, acquire or dispose of any relevant Share or (B) it will
incur a materially increased cost in performing its obligations in relation to the Share Linked Notes
(including, without limitation, due to any increase in tax liability, decrease in tax benefit, or other adverse
effect on the tax position of the Issuer and/or any of its affiliates).
“Hedging Disruption” means that the Issuer and/or any of its Affiliates or agents is unable, after
using commercially reasonable efforts, to (i) acquire, establish, re-establish, substitute, maintain, unwind,
or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity or other price risk of the
Issuer issuing and performing its obligations with respect to the Share Linked Notes, or (ii) realize,
recover, or remit the proceeds of any such transaction(s) or asset(s).
“Hedging Shares” means the number of Shares that the Calculation Agent deems necessary to
hedge the equity or other price risk of entering into and performing its obligations with respect to the
Share Linked Notes.
“Increased Cost of Hedging” means that the Issuer and/or any of its Affiliates or agents would
incur a materially increased (as compared with circumstances existing on the Trade Date) amount of tax,
duty, expense or fee (other than brokerage commissions) to (i) acquire, establish, re-establish, substitute,
maintain, unwind, or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity or
other price risk of the Issuer issuing and performing its obligations with respect to the Share Linked Notes,
or (ii) realize, recover, or remit the proceeds of any such transaction(s) or asset(s), provided that any such
materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the
Issuer and/or any of its Affiliates or agents shall not be deemed an Increased Cost of Hedging.
“Increased Cost of Stock Borrow” means that the Issuer and/or any of its affiliates would incur a
rate to borrow Shares that is greater than the Initial Stock Loan Rate.
“Initial Stock Loan Rate” means, in respect of a Share, the Initial Stock Loan Rate specified in
relation to such Share in the applicable Final Terms.
“Insolvency Filing” means that a Share Company institutes or has instituted against it by a
regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory
jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or
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