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
(ii)
(iii)
“.” 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
shall (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) then the following amendments shall be
deemed to be made to Share Linked Condition 3 in respect of such Potential Adjustment
Event:
(i)
(ii)
the words “determine whether such Potential Adjustment Event has a diluting or
concentrative effect on the theoretical value of the Shares” shall be deleted and
replaced with the words “determine whether such Potential Adjustment Event 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)
(h)
(i)
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 5(c).
Following the declaration by the Underlying Shares Issuer of the terms of any Merger Event
or Tender Offer in relation to the Underlying Shares, then in each case where the Calculation
Agent makes an adjustment to the Notes the Calculation Agent shall (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.
If a De-listing, Nationalization, or Insolvency occurs in relation to the Underlying Shares or
the Underlying Shares Issuer, the Issuer in its sole and absolute discretion may take the
action described in Share Linked Condition 5(c).
The paragraph in Share Linked Condition 5(c) which provides as follows: “If (x) a Merger
Event, De-listing, Nationalization or Insolvency 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 (i), (ii), (iii) or
(iv) below:” shall be deemed to be replaced by ” If (x) a Merger Event, the announcement by
the Depository that the Deposit Agreement is (or will be) terminated, De-listing,
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