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Credito Emiliano CREDITO EMILIANO SPA Capogruppo del Gruppo bancario Credito Emiliano - Credem - Capitale versato euro 332.392.107 - Codice Fiscale e Registro Imprese di Reggio Emilia 01806740153 - P. IVA 00766790356 - REA n° 219769 Iscritta all’Albo delle banche e all’Albo dei Gruppi Bancari tenuti dalla Banca d’Italia - Aderente al Fondo Interbancario di Tutela dei Depositi Sede Sociale e Direzione - Via Emilia S.Pietro, 4 - 42121 Reggio Emilia Tel: +39 0522 582111 - Fax: +39 0522 433969 - www.credem.it - [email protected] Swift: BACRIT22 - Telex: BACDIR 530658 La Società ha adottato un Modello ai sensi del D.Lgs. 231/01 e specifici standard di comportamento per i quali si rimanda alla “Comunicazione standard etici” consultabile sul sito www.credem.it. Credito Emiliano S.p.A. (incorporated as a joint stock company under the laws of the Republic of Italy) €5,000,000,000.00 Covered Bond (Obbligazioni Bancarie Garantite) programme (the “Programme”) unsecured and guaranteed as to payments of interest and principal by CREDEM CB S.r.l. (incorporated with limited liability under the laws of the Republic of Italy) NOTICE OF AMENDMENTS OF THE PROGRAMME DOCUMENTS TO THE HOLDERS OF EUR 750,000,000 Covered Bonds due 2021 ISIN IT0005066763 – Common Code 113454741 EUR 750,000,000 Covered Bonds due 2019 ISIN IT0005000374 – Common Code 103862612 EUR 500,000,000 Covered Bonds due 2020 ISIN IT0004940679 – Common Code 095257488 EUR 100,000,000 Covered Bonds due 2028 ISIN IT0004955271 – Common Code 096091320 each a “Series” and together the “Obbligazioni Bancarie Garantite” Capitalized terms used in this Notice and not otherwise defined herein, shall have the same meaning ascribed to them in the relevant Conditions. In the context of the Programme, on 10 November 2015, Credito Emiliano S.p.A. (“Credem” or the “Issuer”), the Guarantor, BNP Paribas Securities Services Milan Branch, Securitisation Services S.p.A, BDO Italia S.p.A., SVM Securitisation Vehicles Management S.r.l. and Barclays Bank PLC (jointly, the “Parties”, and each of them a “Party”), entered into the following amendment agreements (each of them in relation to the agreement to which it is a party): (i) Amendment Agreement to the Intercreditor Agreement; (ii) Amendment and Supplemental Agreement of the Deed of Pledge; (iii) Amendment Agreement to the Cash Allocation Management and Payments Agreement; (iv) Amendment Agreement to the Programme Agreement; (v) Amendment Agreement to the Master Definitions Agreement; (vi) Amendment Agreement to the Asset Monitor Agreement; (vii) Amendment Agreement to the Servicing Agreement; (viii) Amendment Agreement to the Cover Pool Management Agreement; (ix) Amendment Agreement to the ISDA Master Agreement; (x) Amendment Agreement to the Quotaholders’ Agreement; (xi) Amendment Agreement to the Master Asset Purchase Agreement; (xii) Amendment Agreement to the Warranty and Indemnity Agreement; (jointly, the “Amendment Agreements”). Each of the Amendment Agreements was entered into in accordance with the provisions of the Conditions and the relevant Programme Documents, and the consent of the Representative of the Bondholders has been obtained in accordance with the Rules of the Organisation of the Bondholders and the Intercreditor Agreement. More in particular, the Amendment Agreements have been executed for the following purposes: (i) Cash Allocation, Management and Payments Agreement: the Amendment Agreement to the Cash Allocation, Management and Payments Agreement has been entered into mainly in order to appoint BNP Paribas Securities Services, Milan Branch as Account Bank and Swap Collateral Account Bank in addition to Credem for the performance of the activities set forth under the Cash Allocation, Management and Payments Agreement, the Intercreditor Agreement, the Deed of Pledge and the other Programme Documents; (ii) Deed of Pledge: the Amendment and Supplemental Agreement to the Deed of Pledge has been entered into mainly in order to take into account the appointment of BNP Paribas Securities Services, Milan Branch as Account Bank and Swap Collateral Account Bank and for such purpose: constitute a pledge over (a) all the current and future claims and all the sums received or to be received from time to time in relation to such monetary claims and rights, which the Pledgor is, or will be, entitled to towards BNP Paribas Securities Services, Milan Branch as Account Bank and Swap Collateral Account Bank, (b) the credit balance of the BNPP Swap Collateral Account and (c) the Eligible Investments deposited on the BNPP Securities Account; (iii) Intercreditor Agreement: the Amendment Agreement to the Intercreditor Agreement has been entered into in order to mainly amend and replace the Conditions attached thereto; (iv) Programme Agreement: the Amendment Agreement to the Programme Agreement has been entered into mainly in order to amend and replace the selling restrictions attached thereto. Moreover, with effect from 29 September 2015, Credem has terminated the appointment of BNP Paribas, Crédit Agricole, Corporate & Investment Bank, Credit Suisse Securities (Europe) Limited, HSBC France, ING Bank N.V., J.P. Morgan Securities Plc, Natixis, Nomura International Plc, Société Générale, The Royal Bank of Scotland Plc, UBS Limited and UniCredit Bank AG as Dealers under the Programme Agreement; (v) Master Definition Agreement: the Amendment Agreement to the Master Definition Agreement has been entered into mainly in order to (i) amend, inter alia, the following definitions: "Asset Monitor", "Banca Depositaria", "Conti", "Conti per lo Swap Collateral ", "Conto Pagamenti", "Conto per gli Investimenti Qualificati", "Conto per la Riserva", "Corrispettivo per il Nuovo Portafoglio", "Crediti in Eccesso", "Crediti Ipotecari in Ritardo", "Crediti Ipotecari in Sofferenza", "Dealer", "EURIBOR", "Evento di Insolvenza", "Fitch", "Garante", "Garanzie Accessorie", "Istruzioni di Vigilanza per le Banche", "Istituto Qualificato", "Mutuo Ipotecario Commerciale", "Mutuo Ipotecario Residenziale", "Nuovo Portafoglio", "Periodo di Vigenza", "Prospetto Informativo", "Securities Account", "Accounts", "Account Bank", "Asset Monitor", "Bondholders", "Collateral Security", "Collection Period End Date", "Commercial Mortgage Loan", "Dealer", "Defaulted Mortgage Receivable", "Eligible Institution", "Eligible Investments Account", "EU Insolvency Regulation", "EURIBOR", "Excess Assets","Fitch", "Guarantor", "Guarantor Payment Date", "Individual Purchase Price", "Insolvency Event", "LTV", "Payments Account", "Premium", "Prudential Regulations", "Rate of Interest", "Reserve Account", "Residential Mortgage Loan", "Securities Account", "Subsequent Portfolios", "Subsequent Portfolio Purchase Price", "Swap Collateral Account", "Swap Collateral Account Bank", "Total Commitment"; (ii) add, inter alia, the following definitions: "BNPP Securities Account", “Conti BNPP”, "Conti BNPP per lo Swap Collateral", “Conti Credem”, "Conti Credem per lo Swap Collateral", "Conto BNPP Pagamenti", "Conto BNPP per gli Investimenti Qualificati", "Conto BNPP per la Riserva", "Conto Credem Pagamenti","Conto Credem per gli Investimenti Qualificati", "Conto Credem per la Riserva", "Credem Securities Account", “Account Bank Shift Event”, “Account Bank Shift Notice”, “BNPP Account Bank Shift Event”, “BNPP Account Bank Shift Notice”, "BNPP Accounts", "BNPP Eligible Investments Account", "BNPP Payments Account", "BNPP Reserve Account", "BNPP Securities Account", "BNPP Swap Collateral Account", “Credem Account Bank Shift Event”, “Credem Account Bank Shift Notice”, "Credem Accounts", "Credem Eligible Investments Account", "Credem Payments Account", "Credem Reserve Account", "Credem Securities Account", "Credem Swap Collateral Account", “Eligible Cover Pool”, “Minimum Required Account Bank Rating”; and (iii) delete, inter alia, the definition of “Conto per lo Swap Collateral”; (vi) Cover Pool Management Agreement: the Amendment Agreement to the Cover Pool Management Agreement has been entered into mainly in order to align the structure of the Mandatory Tests, the Amortisation Test, and of the Test Grace Period to the entry into force of Circular No. 288 of 3 April 2015 (Disposizioni di Vigilanza per gli Intermediari Finanziari) of the Bank of Italy. (vii) Asset Monitor Agreement: the Amendment Agreement to the Asset Monitor Agreement has been entered into mainly in order to (i) better specify some of the activities to be performed by the Asset Monitor, (ii) amend Clause 6.2.9 (Independency Requirements), and (iii) amend Clause 11 (Treatment of Personal Data and Privacy). (viii) Servicing Agreement: the Amendment Agreement to the Servicing Agreement has been entered into mainly with the purpose of aligning the agreement to the entry into force of Circular No. 288 of 3 April 2015 (Disposizioni di Vigilanza per gli Intermediari Finanziari) of the Bank of Italy and of the 7th update of 20 January 2015 to Circular No. 272 of 30 July 2008 (Matrice dei Conti) of the Bank of Italy. (ix) Quotaholders’ Agreement: the Amendment Agreement to the Quotaholders’ Agreement has been entered into mainly in order to extend the duration of the agreement. (x) Warranty and Indemnity Agreement: the Amendment Agreement to the Warranty and Indemnity Agreement has been entered into in order to align certain representations and warranties given thereunder to the entry into force of the 7th update of 20 January 2015 to Circular No. 272 of 30 July 2008 (Matrice dei Conti) of the Bank of Italy; (xi) Master Asset Purchase Agreement: the Amendment Agreement to the
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