INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
entities, and asserts claims for fraud, negligent misrepresentation, breach of fiduciary duty and other
related claims. The complaint seeks in excess of US$400 million in compensatory damages and interest,
among other relief. A bench trial was held the week of 14 September 2009. On February 17, 2010, the
District Court issued an Opinion and Order dismissing all of the claims. On March 18, 2010, the Food
Holdings Limited plaintiffs filed a notice of appeal from the opinion and order dismissing their claims to
the U.S. Court of Appeals for the Second Circuit. On April 1, 2010, the Issuer filed a cross-appeal as to
certain rulings.
Pender Litigation
The Issuer is a defendant in a putative class action entitled William L. Pender, et al. v. Bank of
America Corporation, et al. (formerly captioned Anita Pothier, et al. v. Bank of America Corporation, et
al.), which is pending in the U.S. District Court for the Western District of North Carolina. The action,
filed on June 30, 2004, is brought on behalf of participants in or beneficiaries of The Bank of America
Pension Plan (formerly known as the NationsBank Cash Balance Plan) and The Bank of America 401(k)
Plan (formerly known as the NationsBank 401(k) Plan). The Issuer, BANA, The Bank of America Pension
Plan, The Bank of America 401(k) Plan, the Bank of America Corporation Corporate Benefits Committee
and various members thereof, and PricewaterhouseCoopers LLP are defendants. The complaint alleges
violations of ERISA, including that the design of The Bank of America Pension Plan violated ERISA’s
defined benefit pension plan standards and that such plan’s definition of normal retirement age is invalid.
In addition, the complaint alleges age discrimination by The Bank of America Pension Plan, unlawful
lump sum benefit calculation, violation of ERISA’s “anti-backloading” rule, that certain voluntary transfers
of assets by participants in The Bank of America 401(k) Plan to The Bank of America Pension Plan
violated ERISA, and other related claims. The complaint alleges that plan participants are entitled to
greater benefits and seeks declaratory relief, monetary relief in an unspecified amount, equitable relief,
including an order reforming The Bank of America Pension Plan, attorneys’ fees and interest. On
September 26, 2005, the bank defendants filed a motion to dismiss. On December 1, 2005, the plaintiffs
moved to certify classes consisting of, among others, (i) all persons who accrued or who are currently
accruing benefits under The Bank of America Pension Plan and (ii) all persons who elected to have
amounts representing their account balances under The Bank of America 401(k) Plan transferred to The
Bank of America Pension Plan. On April 7, 2010, the U.S. District Court for the Western District of North
Carolina dismissed plaintiffs’ claim of age discrimination by The Bank of America Pension Plan and
plaintiffs’ sole claim against PricewaterhouseCoopers LLP, and reserved judgment on the rest of
defendants’ motion to dismiss.
Tribune PHONES Litigation
General Information
On March 5, 2010, an adversary proceeding, entitled Wilmington Trust Company v. JPMorgan
Chase Bank, N.A., et al. was filed in the U.S. Bankruptcy Court for the District of Delaware. This
adversary proceeding, in which BANA, BAS, MLPF&S and Merrill Lynch Capital Corporation, among
others, were named as defendants, relates to the pending Chapter 11 cases in In re Tribune Company, et al.
The plaintiff in the adversary proceeding, Wilmington Trust Company (“Wilmington Trust”), is the
indenture trustee for approximately $1.2 billion of Exchangeable Subordinated Debentures (the
“PHONES”) issued by Tribune Company (“Tribune”). In its complaint, Wilmington Trust challenges
certain financing transactions entered into among the defendants and Tribune and certain of its operating
subsidiaries under certain credit agreements dated May 17, 2007 and December 20, 2007 (collectively
known as the “Credit Agreements”). The complaint alleges that the defendants were only willing to enter
into the Credit Agreements if they could subordinate the PHONES to Tribune’s indebtedness under the
Credit Agreements. Wilmington Trust seeks to: (i) equitably subordinate the defendants’ claims under the
Credit Agreements to the PHONES; (ii) transfer any liens securing defendants’ claims under the Credit
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