INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:19 – eprint6 – 4247 Section 08
Additional Terms and Conditions for GDR/ADR Linked Notes
“Underlying Shares Issuer” means the issuer of the Underlying Shares.
3. Partial Lookthrough
(a)
The definition of “Potential Adjustment Event” in Share Linked Condition 5(a) shall be
amended as follows:
(i)
(ii)
(iii)
the DR Amendment shall be made, provided that an event under (i) to (vii) of the
definition of “Potential Adjustment Event” in respect of the Underlying Shares shall
not constitute a Potential Adjustment Event unless, in the opinion of the Calculation
Agent, such event has a diluting or concentrative effect on the theoretical value of the
Shares;
“.” shall be deleted where it appears at the end of (vii) in the definition of “Potential
Adjustment Event” and replaced with “; or “; and
the following shall be inserted as provision (viii): “(viii) the making of any
amendment or supplement to the terms of the Deposit Agreement.”.
(b)
(c)
In making any adjustment following any Potential Adjustment Event, the Calculation Agent
may (amongst other factors) have reference to any adjustment made by the Depository under
the Deposit Agreement. If the Calculation Agent determines that no adjustment that it could
make will produce a commercially reasonable result, it shall notify the Issuer and the
Noteholders that the relevant consequence shall be the early redemption of the Notes, in
which case, on such date as selected by the Calculation Agent in its sole and absolute
discretion, the Issuer shall redeem the Notes at their Early Redemption Amount upon prior
notice made to the Noteholders.
If a Potential Adjustment Event specified under (viii) of the definition of “Potential
Adjustment Event” (as amended by (a) above) has occurred then the following amendments
shall be deemed to be made to the Share Linked Conditions in respect of such Potential
Adjustment Event:
(i)
(ii)
the words “has a diluting or concentrative effect on the theoretical value of the Shares”
shall be deleted and replaced with the words “has an economic effect on the Notes”;
and
the words “determines appropriate to account for that diluting or concentrative effect”
shall be deleted and replaced with the words “determines appropriate to account for
such economic effect on the Notes”.
(d)
(e)
(f)
(g)
The definitions of “Merger Event” and “Tender Offer” shall be amended in accordance with
the DR Amendment.
If (x) a Merger Event occurs in relation to a Share and/or (y) if Tender Offer is specified as
applicable in the applicable Final Terms, a Tender Offer occurs, the Issuer in its sole and
absolute discretion may take the action described in Share Linked Condition 6(c).
Following the declaration by the Underlying Shares Issuer of the terms of any Merger Event
or Tender Offer, then in each case where the Calculation Agent makes an adjustment to the
Notes the Calculation Agent may (amongst other factors) have reference to any adjustment
made by the Depository under the Deposit Agreement.
The definitions of “Nationalization”, “Insolvency” and “De-listing” shall be amended in
accordance with the DR Amendment.
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