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 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 122
Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:15 – eprint6 – 4247 Section 07 Additional Terms and Conditions for Share Linked Notes home office, or it consents to a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or it consents to such a petition, provided that proceedings instituted or petitions presented by creditors and not consented to by the Share Company shall not be deemed an Insolvency Filing. “Loss of Stock Borrow” means that the Issuer and/or any Affiliate is unable, after using commercially reasonable efforts, to borrow (or maintain a borrowing of) any Share in an amount equal to the Hedging Shares at a rate equal to or less than the Maximum Stock Loan Rate. “Maximum Stock Loan Rate” means in respect of a Share, the Maximum Stock Loan Rate specified in the applicable Final Terms. (b) If an Additional Disruption Event occurs, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below: (i) (ii) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any of the other terms of the Terms and Conditions and/or the applicable Final Terms to account for the Additional Disruption Event and determine the effective date of that adjustment; or give notice to 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. (c) (d) Upon the occurrence of an Additional Disruption Event, the Issuer shall give notice as soon as practicable to the Noteholders in accordance with Condition 14 stating the occurrence of the Additional Disruption Event giving details thereof and the action proposed to be taken in relation thereto provided that any failure to give, or non-receipt of, such notice will not affect the validity of the Additional Disruption Event. If the applicable Final Terms provides that “Share Substitution” is applicable upon the occurrence of an Additional Disruption Event, the provisions of Share Linked Condition 5(c)(iv)(I) or 5(c)(iv)(II) (as is applicable) shall apply in respect of an Additional Disruption Event where any reference to “Merger Event, Tender Offer, Nationalization, Insolvency or De-listing” in Share Linked Conditions 5(c)(iv)(I) and 5(c)(iv)(II) shall be replaced by “Additional Disruption Event”, and any other relevant references shall be construed accordingly. 123
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Execution Version Final Terms dated
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14. Put/Call Options: Not Applicabl
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(viii) (ix) Calculation Agent respo
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36. Additional provisions for Commo
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57. Additional selling restrictions
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PART B — OTHER INFORMATION 1. LIS
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Conditions to which the offer is su
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ANNEX 1 ITALIAN TAX REGIME The foll
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(1) Under the "tax declaration" reg
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Implementation in Italy of the EU S
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L’acquisto delle presenti Notes c
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(vii) Altri termini relativi al met
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il sistema TARGET2 o qualsiasi succ
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41. Forma delle Notes: Notes al Por
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56. Ulteriori restrizioni alla vend
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PARTE B — ALTRE INFORMAZIONI 1. Q
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Descrizione della procedura di ades
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ALLEGATO 1 REGIME FISCALE ITALIANO
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Gli investitori possono optare per
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Direttiva. Il 13 Novembre 2008 la C
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DICHIARA di essere a conoscenza che
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L’Aderente dà atto di essere sta
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Questioni Normative: Collocamento:
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Taglio delle Notes: I tagli concord
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Notes a Capitale Protetto: Notes a
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In relazione alle Linked Notes dive
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Unscheduled Holiday for such Curren
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FORM OF FINAL TERMS FOR NOTES LINKE
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8. Maturity Date: [Specify date] 9.
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paragraphs of this paragraph) (i) I
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ensure it is a page which shows a c
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(vii) Additional Business Center(s)
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paragraph) (i) Share(s)/Basket of S
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Scheduled Trading Days] (xxii) Barr
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(viii) (ix) Calculation Agent respo
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[Modified Following Business Day Co
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Exchanges]] [Underlying Index for e
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(i) (ii) (iii) Inflation Index/Bask
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Sponsor(s): [The [ ] Index is a Uni
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the Notes: (iii) Final Redemption A
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(xxii) Other terms or special condi
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Linked Conditions/ Specify] Cumulat
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(xviii) Other terms or special cond
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(i) (ii) Inflation Index/Basket of
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Payment Dates or Interest Period En
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ISSUE AND LISTING AND ADMISSION TO
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THE ISSUE/ OFFER] Notes has an inte
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ecognized as eligible collateral fo
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[Not applicable/provide other appli
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INDEX OF DEFINED TERMS - Banca di Legnano

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