INDEX OF DEFINED TERMS - Banca di Legnano

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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 218
Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10 Agreements to Tribune’s bankruptcy estate; and (iii) disallow all claims of the defendants against the Tribune debtors until the PHONES are paid in full. The complaint also asserts a claim for breach of fiduciary duty against Citibank, N.A. (“Citibank”), as former indenture trustee for the PHONES, in an unspecified amount. For allegedly aiding and abetting Citibank’s alleged breach of fiduciary duty, Wilmington Trust seeks damages in an unspecified amount from each of the defendants, equitable subordination of the defendants’ bankruptcy claims and the imposition of a constructive trust over the defendants’ legal interests in Tribune and its subsidiaries. On March 18, 2010, the Tribune debtors filed a motion, which the Bankruptcy Court heard on April 13, 2010, seeking a determination that Wilmington Trust has violated the automatic stay by filing the complaint and to halt all further proceedings regarding the complaint. Other Regulatory Matters Except as disclosed in this section 6, the Issuer and its subsidiaries, taken as a whole, is not and has not been involved in any governmental, legal, or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document, which may have, or in such period have had, a significant effect on the financial position or profitability of the Issuer and its subsidiaries, taken as a whole. 7. Independent Registered Public Accounting Firm The financial statements of the Issuer as of December 31, 2009 and December 31, 2008 and for each of the three years in the period ended December 31, 2009, which are incorporated by reference in this Offering Circular have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm with respect to the Issuer within the meaning of the applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board (United States), as stated in their report incorporated therein. PricewaterhouseCoopers LLP is a member of the American Institute of Certified Public Accountants and is registered with the Public Company Accounting Oversight Board (United States). 8. Post-issuance Information General Information The Issuer does not intend to provide any post-issuance information in relation to any issue of Notes or any Underlying Asset(s). However, the Issuer may prepare one or more supplements to this Offering Circular to reflect, among other things, developments in its business or affairs. 219
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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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