Exhibit 4.25


 


Execution Version


 




 





 


LUXOTTICA GROUP S.p.A.


 


 


€50,000,000


 


3.75% Series G Senior Guaranteed Notes due 2017


 


 


€50,000,000


 


4.25% Series H Senior Guaranteed Notes due 2020


 


 






 


NOTE PURCHASE AGREEMENT


 






 


(contratto per la sottoscrizione di obbligazioni)


 


 


Dated as of September 30, 2010




 





 

















 


	
  1

  	
  AUTHORIZATION
  OF NOTES; GUARANTEES

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  SALE
  AND PURCHASE OF NOTES

  	
  2

  
	
   

  	
   

  	
   

  
	
  3

  	
  CLOSING

  	
  2

  
	
   

  	
   

  	
   

  
	
  4

  	
  CONDITIONS
  TO CLOSING

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Representations
  and Warranties

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Performance;
  No Default

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Compliance
  Certificates

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Opinions
  of Counsel

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5

  	
  Purchase
  Permitted By Applicable Law, etc.

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
  Sale
  of Other Notes

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
  Payment
  of Fees and Expenses

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.8

  	
  Private
  Placement Number

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.9

  	
  Changes
  in Corporate Structure

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.10

  	
  Acceptance
  of Appointment to Receive Service of Process

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.11

  	
  Funding
  Instructions

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.12

  	
  Tax
  Forms

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.13

  	
  Depository
  Agreement

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.14

  	
  Subsidiary
  Guarantee

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.15

  	
  Proceedings
  and Documents

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE COMPANY

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Organization;
  Power and Authority

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Authorization,
  etc.

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Disclosure

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  Organization
  and Ownership of Shares of Subsidiaries

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  Financial
  Statements

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.6

  	
  Compliance
  with Laws, Other Instruments, etc.

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.7

  	
  Governmental
  Authorizations, etc.

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.8

  	
  Litigation;
  Observance of Statutes and Orders

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.9

  	
  Taxes

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.10

  	
  Title
  to Property; Leases

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.11

  	
  Licenses,
  Permits, etc.

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.12

  	
  Compliance
  with ERISA

  	
  9

  



 


i

















 


	
   

  	
  5.13

  	
  Private
  Offering by the Company

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.14

  	
  Use
  of Proceeds; Margin Regulations

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.15

  	
  Existing
  Indebtedness

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.16

  	
  Foreign
  Assets Control Regulations, etc.

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.17

  	
  Status
  under Certain Statutes

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.18

  	
  Environmental
  Matters

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.19

  	
  Ranking
  of Obligations

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.20

  	
  Solvency;
  Stated Capital

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.21

  	
  Corporate
  Benefit

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.22

  	
  Transaction-Related
  Taxes

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.23

  	
  Not
  Subject to Immunity

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  REPRESENTATIONS
  AND COVENANT OF THE PURCHASERS

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Purchase
  for Investment

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Source
  of Funds

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Restriction
  on Transfer

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  INFORMATION
  AS TO THE COMPANY

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Financial
  and Business Information

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  Officer’s
  Certificate

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.3

  	
  Visitation

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  PREPAYMENT
  OF THE NOTES

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Payment
  at Maturity

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Optional
  Prepayments with Make-Whole Amount

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Optional
  Prepayment for Taxes

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Allocation
  of Partial Prepayments

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.5

  	
  Maturity;
  Surrender, Presentment, etc.

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.6

  	
  Purchase
  of Notes

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.7

  	
  Make-Whole
  Amount and Modified Make-Whole Amount

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.8

  	
  Change
  of Control Prepayment Offer

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  AFFIRMATIVE
  COVENANTS

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Compliance
  with Law

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Insurance

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
  Maintenance
  of Properties

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.4

  	
  Payment
  of Taxes

  	
  26

  



 


ii

















 


	
   

  	
  9.5

  	
  Corporate
  Existence, etc.

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.6

  	
  Priority
  of Obligations

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.7

  	
  Bank
  Facility Obligors to become Additional Subsidiary Guarantors

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  NEGATIVE
  COVENANTS

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Transactions
  with Affiliates

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Merger,
  Consolidation, etc.

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.3

  	
  Terrorism
  Sanctions Regulations, etc.

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.4

  	
  Liens

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.5

  	
  Priority
  Debt

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.6

  	
  Sale
  of Assets

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.7

  	
  Financial
  Condition

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.8

  	
  Segregation
  of Assets under the Italian Civil Code

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.9

  	
  Disapplication
  of IAS 39 in Covenant Calculations

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.10

  	
  Change
  of Business

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  EVENTS
  OF DEFAULT

  	
  33

  
	
   

  	
   

  	
   

  
	
  12

  	
  REMEDIES
  ON DEFAULT, ETC.

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Acceleration

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.2

  	
  Other
  Remedies

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.3

  	
  Rescission

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.4

  	
  Waivers
  or Election of Remedies, Expenses, etc.

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  TAX
  INDEMNIFICATION

  	
  37

  
	
   

  	
   

  	
   

  
	
  14

  	
  REGISTRATION;
  EXCHANGE; SUBSTITUTION OF NOTES

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Registration
  of Notes

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.2

  	
  Transfer
  and Exchange of Notes

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.3

  	
  Replacement
  of Notes

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  PAYMENTS
  ON NOTES

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Place
  of Payment

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.2

  	
  Home
  Office Payment

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  EXPENSES,
  ETC.

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Transaction
  Expenses

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.2

  	
  Certain
  Taxes

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.3

  	
  Survival

  	
  44

  



 


iii

















 


	
  17

  	
  SURVIVAL
  OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

  	
  44

  
	
   

  	
   

  	
   

  
	
  18

  	
  AMENDMENT
  AND WAIVER

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Meetings
  of Holders

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.2

  	
  Joint
  Representative

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.3

  	
  Requirements

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.4

  	
  Solicitation
  of Holders of Notes

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.5

  	
  Binding
  Effect, etc.

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.6

  	
  Notes
  held by Company, etc.

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  19

  	
  NOTICES;
  ENGLISH LANGUAGE

  	
  47

  
	
   

  	
   

  	
   

  
	
  20

  	
  REPRODUCTION
  OF DOCUMENTS

  	
  47

  
	
   

  	
   

  	
   

  
	
  21

  	
  CONFIDENTIAL
  INFORMATION

  	
  48

  
	
   

  	
   

  	
   

  
	
  22

  	
  SUBSTITUTION
  OF PURCHASER

  	
  49

  
	
   

  	
   

  	
   

  
	
  23

  	
  MISCELLANEOUS

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.1

  	
  Successors
  and Assigns

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.2

  	
  Payments
  Due on Non-Business Days

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.3

  	
  Severability

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.4

  	
  Construction

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.5

  	
  Counterparts

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.6

  	
  Governing
  Law

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.7

  	
  Jurisdiction
  and Process

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.8

  	
  Obligation
  to Make Payments in Relevant Currency of Payment

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.9

  	
  Usury

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.10

  	
  Additional
  Subsidiary Guarantors

  	
  52

  



 


iv

















 


Schedules
and Exhibits


 


	
  SCHEDULE
  A

  	
  —

  	
  Information
  Relating to Purchasers

  
	
  SCHEDULE
  B

  	
  —

  	
  Defined
  Terms

  
	
  SCHEDULE
  C1

  	
  —

  	
  Fiscal
  Agent Contact Information

  
	
  SCHEDULE
  C2

  	
  —

  	
  Depository
  Contact Information

  
	
  SCHEDULE
  C3

  	
  —

  	
  Custodian
  Contact Information

  
	
  SCHEDULE
  4.9

  	
  —

  	
  Changes
  in Corporate Structure

  
	
  SCHEDULE
  5.3

  	
  —

  	
  Disclosure
  Materials

  
	
  SCHEDULE
  5.4

  	
  —

  	
  Subsidiaries
  of the Company; Ownership of Subsidiary Shares

  
	
  SCHEDULE
  5.5

  	
  —

  	
  Financial
  Statements

  
	
  SCHEDULE
  5.8

  	
  —

  	
  Certain
  Litigation

  
	
  SCHEDULE
  5.14

  	
  —

  	
  Use
  of Proceeds

  
	
  SCHEDULE
  5.15

  	
  —

  	
  Existing
  Indebtedness

  
	
  SCHEDULE
  10.2

  	
  —

  	
  European
  Union Members at September 3, 2003

  
	
  SCHEDULE
  10.4

  	
  —

  	
  Existing
  Liens

  
	
  SCHEDULE
  18.1

  	
  —

  	
  Procedures
  For Noteholder Meetings

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  1(a)(i)

  	
  —

  	
  Form
  of 3.75% Series G Senior Guaranteed Note due 2017

  
	
  EXHIBIT
  1(a)(ii)

  	
  —

  	
  Form
  of 4.25% Series H Senior Guaranteed Note due 2020

  
	
  EXHIBIT
  1(b)

  	
  —

  	
  Form
  of Subsidiary Guarantee

  
	
  EXHIBIT
  4.4(a)

  	
  —

  	
  Form
  of Opinion of Special U.S. Counsel for the Obligors

  
	
  EXHIBIT
  4.4(b)

  	
  —

  	
  Form
  of Opinion of Special Italian Counsel for the Obligors

  
	
  EXHIBIT
  4.4(c)

  	
  —

  	
  Form
  of Opinion of Special Counsel for the Purchasers

  
	
  EXHIBIT
  14.2(a)

  	
  —

  	
  Form
  of Noteholder Voting Agreement Joinder

  
	
  EXHIBIT
  14.2(b)

  	
  —

  	
  Form
  of Depository Agreement Joinder

  
	
  EXHIBIT
  18.1(a)

  	
  —

  	
  Form
  of Voting Certificate

  
	
  EXHIBIT
  18.1(b)

  	
  —

  	
  Form
  of Block Voting Instructions

  



 


v

















 


LUXOTTICA GROUP S.p.A.

Via C. Cantù 2

Milan 20123, Italy


 


Note Purchase Agreement


 


(contratto per la sottoscrizione
di obbligazioni)


 


 


€50,000,000


 


3.75% Series G Senior Guaranteed
Notes due 2017


 


€50,000,000


 


4.25% Series H Senior Guaranteed
Notes due 2020


 


September 30, 2010


 


TO
EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:


 


Ladies
and Gentlemen:


 


Luxottica
Group S.p.A., a corporation incorporated in Italy (the “Company”),
agrees with each of the purchasers whose names appear at the end hereof (each,
a “Purchaser” and, collectively, the “Purchasers”) as follows:


 


1                                         AUTHORIZATION
OF NOTES; GUARANTEES.


 


(a)                                  The Company has
authorized the issue and sale of €50,000,000 aggregate principal amount of its
3.75% Series G Senior Guaranteed Notes due 2017 (together with any such Notes
issued in substitution therefor pursuant to Section 14, and as amended,
restated or otherwise modified from time to time, the “Series G
Notes”) and €50,000,000 aggregate principal amount of its 4.25%
Series H Senior Guaranteed Notes due 2020 (together with any such Notes issued
in substitution therefor pursuant to Section 14, and as amended, restated or
otherwise modified from time to time, the “Series H Notes”,
and together with the Series G Notes, the “Notes”).  The Notes shall be considered “obbligazioni” of the Company pursuant to Articles 2410 et
seq. of the Italian Civil Code and shall be substantially in the forms set out
in Exhibit 1(a)(i) and Exhibit 1(a)(ii), respectively, with such
changes therefrom, if any, as may be approved by the Purchasers and the
Company.  Certain capitalized terms used
in this Agreement are defined in Schedule B; references to a “Schedule”
or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.


 

















 


(b)                                 The payment of
the principal of, interest on, and Make-Whole Amounts or Modified Make-Whole
Amounts, if any, with respect to the Notes and the performance by the Company
of its obligations under this Agreement will be guaranteed by the Initial
Subsidiary Guarantors and any Additional Subsidiary Guarantor, pursuant to the
Subsidiary Guarantee (as amended, restated or otherwise modified from time to
time, the “Subsidiary Guarantee”)
substantially in the form of Exhibit 1(b) hereto.


 


2                                         SALE
AND PURCHASE OF NOTES.


 


Subject
to the terms and conditions of this Agreement, the Company will issue and sell
to each Purchaser and each Purchaser will purchase from the Company, at the
Closing provided for in Section 3, Notes of the Series and in the principal
amount specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations hereunder are several
and not joint obligations and no Purchaser shall have any liability to any
Person for the performance or non-performance of any obligation by any other
Purchaser hereunder.


 


3                                         CLOSING.


 


The
sale and purchase of the Notes to be purchased by each Purchaser shall occur at
the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, NY, at 10:00 a.m.,
New York time, at a closing (the “Closing”) on
September 30, 2010.  At the Closing, the
Company will deliver to each Purchaser the Notes to be purchased by such
Purchaser in the form of a single Note (or such greater number of Notes in
denominations of at least €100,000 as such Purchaser may request) dated the
date of the Closing and registered in such Purchaser’s name (or in the name of
its nominee), against delivery by such Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by
wire transfer of immediately available funds for the account of the Company in
accordance with the funding instructions provided under Section 4.11
hereof.  If at the Closing the Company
shall fail to tender such Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.


 


4                                         CONDITIONS
TO CLOSING.


 


Each
Purchaser’s obligation to purchase and pay for the Notes to be sold to such
Purchaser at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to or at the Closing, of the following conditions:


 


4.1                               Representations
and Warranties.


 


The
representations and warranties of the Company in this Agreement, and of the
Initial Subsidiary Guarantors in the Subsidiary Guarantee, shall be correct in
all material respects when made and at the time of the Closing, except for any
representation and warranty which speaks as of a particular date, in which case
such representation and warranty shall be correct in all material respects as
of such date.


 


2

















 


4.2                               Performance;
No Default.


 


The
Company shall have performed and complied with all agreements and conditions
contained in this Agreement, and the Initial Subsidiary Guarantors shall have
performed and complied with all agreements and conditions contained in the
Subsidiary Guarantee, required to be performed or complied with by them prior
to or at the Closing and, after giving effect to the issue and sale of the
Notes (and the application of the proceeds thereof as contemplated by Schedule
5.14), no Default or Event of Default shall have occurred and be
continuing.


 


4.3                               Compliance
Certificates.


 


(a)                                  Officer’s
Certificate.  The Company
shall have delivered to such Purchaser an Officer’s Certificate, dated the date
of the Closing, certifying that the conditions specified in Sections 4.1, 4.2
and 4.9 have been fulfilled.


 


(b)                                 Secretary’s
Certificate. The Secretary, or an equivalent officer, of the
Company shall have delivered to such Purchaser a certificate certifying as to
the resolutions attached thereto and other corporate proceedings relating to
the authorization, execution and delivery of the Financing Documents.


 


(c)                                  Initial
Subsidiary Guarantors Officer’s Certificates.  An authorized Director or a Senior Financial
Officer of each of the Initial Subsidiary Guarantors shall have delivered to
such Purchaser an Officer’s Certificate, dated the date of the Closing,
certifying that the conditions specified in Sections 4.1 and 4.2, in each case
with respect to the Subsidiary Guarantee of such Initial Subsidiary Guarantor
only, have been fulfilled.


 


(d)                                 Initial
Subsidiary Guarantors Secretary’s Certificates.  The Secretary, or an authorized Director, of
each of the Initial Subsidiary Guarantors shall have delivered to such
Purchaser a certificate certifying as to the resolutions attached thereto and
other corporate proceedings relating to the authorization, execution and
delivery of the Subsidiary Guarantee of such Initial Subsidiary Guarantor.


 


4.4                               Opinions
of Counsel.


 


Such
Purchaser shall have received opinions in form and substance satisfactory to
such Purchaser, dated the date of the Closing (a) from Winston & Strawn
LLP, U.S. legal advisers for the Company and the Initial Subsidiary Guarantors,
in the form attached as Exhibit 4.4(a) and covering such other matters
incident to the transactions contemplated hereby as such Purchaser or its
counsel may reasonably request (and the Company and the Initial Subsidiary
Guarantors hereby instruct their counsel to deliver such opinion to the
Purchasers); (b) from Studio Legale Bonelli Erede Pappalardo, Italian legal
advisers for the Company and the Initial Subsidiary Guarantors, in the form
attached as Exhibit 4.4(b) and covering such other matters incident to
the transactions contemplated hereby as such Purchaser or its counsel may
reasonably request (and the Company and the Initial Subsidiary Guarantors
hereby instruct its counsel to deliver such opinion to the Purchasers); and (c)
from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with
such transactions in the form attached as Exhibit 4.4(c) covering such
matters incident to such transactions as such Purchaser may reasonably request.


 


3

















 


4.5                               Purchase
Permitted By Applicable Law, etc.


 


On
the date of the Closing such Purchaser’s purchase of Notes shall (a) be
permitted by the laws and regulations of each jurisdiction to which such
Purchaser is subject, without recourse to provisions (such as section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the particular
investment, (b) not violate any applicable law or regulation (including,
without limitation, Regulation T, U or X of the Board of Governors of the
Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty
or liability under or pursuant to any applicable law or regulation, which law
or regulation was not in effect on the date hereof.  If requested by such Purchaser, such
Purchaser shall have received an Officer’s Certificate certifying as to such
matters of fact as such Purchaser may reasonably specify to enable such
Purchaser to determine whether such purchase is so permitted.


 


4.6                               Sale of
Other Notes.


 


Contemporaneously
with the Closing the Company shall sell to each other Purchaser and each other
Purchaser shall purchase the Notes to be purchased by it at the Closing as
specified in Schedule A.


 


4.7                               Payment
of Fees and Expenses.


 


Without
limiting the provisions of Section 16.1, the Company shall have paid on or
before the Closing:


 


(a)                                  the reasonable
fees, charges and disbursements of the Purchasers’ special counsel referred to
in Section 4.4, and those of the Purchasers’ special Italian counsel, in each
case to the extent reflected in a statement of such counsel rendered to the
Company at least one Business Day prior to the Closing;


 


(b)                                 the fees and
expenses of any Purchaser incurred in connection with establishing the
custodial arrangements (including, without limitation, in connection with the
opening and maintaining of any custodial or other accounts) under the
Depository Agreement (which fees and expenses shall be prepaid to the maturity
of the Series H Notes); and


 


(c)                                  an
indemnification payment to each Purchaser for the costs, expenses and damages
incurred by the Purchasers as a consequence of the delayed closing of the
transactions contemplated hereby.


 


4.8                               Private
Placement Number.


 


A
Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau
(in cooperation with the SVO) shall have been obtained for each Series of
Notes.


 


4

















 


4.9                               Changes
in Corporate Structure.


 


Except
as specified in Schedule 4.9, neither the Company nor any of the Initial
Subsidiary Guarantors shall have changed its jurisdiction of incorporation or
been a party to any merger or consolidation and shall not have succeeded to all
or any substantial part of the liabilities of any other entity other than
entities the liabilities of which are not material to the Company, or such
Initial Subsidiary Guarantor, as the case may be, at any time following the
date of the most recent financial statements referred to in Schedule 5.5.


 


4.10                        Funding
Instructions.


 


At
least three Business Days prior to the date of the Closing, each Purchaser
shall have received written instructions signed by a Responsible Officer on
letterhead of the Company confirming the information specified in Section 3
including (a) the name and address of the transferee bank, (b) such transferee
bank’s wire transfer information and (c) the account name and number into which
the purchase price for the Notes is to be deposited.


 


4.11                        Tax
Forms.


 


The
Company shall have delivered to each Purchaser copies of such tax forms as
shall be necessary to obtain an exemption from Italian withholding taxes on payments
in respect of the Notes and the Subsidiary Guarantee under the double taxation
treaty between the United States and Italy and the Netherlands and Italy, as
applicable, together with English translations thereof and such other
information as shall enable each Purchaser to properly file such forms.


 


4.12                        Depository
Agreement.


 


The
Company, the Custodian, the Depository, the Fiscal Agent and each of the
Purchasers shall have entered into that certain Custody and Fiscal Agency
Agreement dated as of the date hereof (as amended, restated or otherwise
modified from time to time, the “Depository Agreement”)
in form and substance satisfactory to the Purchasers.


 


4.13                        Subsidiary
Guarantee.


 


The
Subsidiary Guarantee shall have been duly authorized, executed and delivered by
the Initial Subsidiary Guarantors and such Purchaser shall have received a
fully executed counterpart thereof, and on the date of the Closing, such
Subsidiary Guarantee shall be in full force and effect and shall constitute the
legal, valid and binding obligation of the Initial Subsidiary Guarantors.


 


4.14                        Proceedings
and Documents.


 


All
corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be reasonably satisfactory to such Purchaser and its
special counsel, and such Purchaser and its special counsel shall have received
all such counterpart originals or certified or other copies of such documents
as such Purchaser or such special counsel may reasonably request.


 


5

















 


5                                         REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to each Purchaser that:


 


5.1                               Organization;
Power and Authority.


 


Each
of the Company and the Initial Subsidiary Guarantors is a corporation duly
organized, validly existing and, to the extent applicable, in good standing
under the laws of its jurisdiction of incorporation, and is duly qualified as a
foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.  Each of the Company and the
Initial Subsidiary Guarantors has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, and to execute and
deliver, as applicable, this Agreement and the Subsidiary Guarantee and to
perform the provisions hereof and thereof and the Company has the corporate
power and authority to execute and deliver the Notes and to perform the
provisions thereof.


 


5.2                               Authorization,
etc.


 


(a)                                  This Agreement
and the Notes have been duly authorized by all necessary corporate action on
the part of the Company, and this Agreement constitutes, and upon execution and
delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms and (b) the Subsidiary Guarantee has been duly authorized by all
necessary corporate action on the part of each of the Initial Subsidiary
Guarantors and the Subsidiary Guarantee constitutes a legal, valid and binding
obligation of each of the Initial Subsidiary Guarantors enforceable against
each of the Initial Subsidiary Guarantors in accordance with its terms, except,
with respect to clauses (a) and (b), as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


5.3                               Disclosure.


 


Except
as disclosed in Schedule 5.3, this Agreement, the Subsidiary Guarantee,
the documents, certificates or other writings identified in Schedule 5.3,
as of their respective dates, and the financial statements listed in Schedule
5.5, taken as a whole, do not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were
made.  Except as expressly described in Schedule
5.3, or in one of the documents, certificates or other writings identified
therein, or in the financial statements listed in Schedule 5.5, since
June 30, 2010, there has been no change in the financial condition, operations,
business or properties of the Company or any Subsidiary except changes that
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.


 


6

















 


5.4                               Organization
and Ownership of Shares of Subsidiaries.


 


(a)                                  Schedule 5.4 is (except as
noted therein) a complete and correct list of the Material Subsidiaries,
showing, as to each such Material Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of
its capital or similar equity interests outstanding owned by the Company and
each Material Subsidiary.


 


(b)                                 All of the
outstanding shares of capital or similar equity interests of each Subsidiary
shown in Schedule 5.4 as being owned by the Company and its Material
Subsidiaries have been validly issued, are fully paid and nonassessable (integralmente liberate) and are owned by the Company or
another Subsidiary free and clear of any Lien (except as otherwise disclosed in
Schedule 5.4).


 


(c)                                  Each Subsidiary
identified in Schedule 5.4 is a corporation or other legal entity duly
organized, validly existing and (where such concept is applicable) in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
Each such Subsidiary has the corporate or other power and authority to
own or hold under lease the properties it purports to own or hold under lease
and to transact the business it transacts and proposes to transact.


 


(d)                                 No Material
Subsidiary is a party to, or otherwise subject to, any legal, regulatory,
contractual or other restriction (other than this Agreement, the agreements
listed on Schedule 5.4 and customary limitations imposed by corporate
law or similar statutes) restricting the ability of such Material Subsidiary to
pay dividends out of profits or make any other similar distributions of profits
to the Company or any of its Material Subsidiaries that owns outstanding shares
of capital stock or similar equity interests of such Subsidiary.


 


5.5                               Financial
Statements.


 


The
Company has delivered to each Purchaser copies of the financial statements of
the Group listed on Schedule 5.5. 
All of said financial statements (including in each case the related
schedules and notes) present fairly in all material respects the consolidated
financial position of the Company and its Subsidiaries as of the respective
dates specified in such Schedule and the consolidated results of their
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments).


 


5.6                               Compliance
with Laws, Other Instruments, etc.


 


The
execution, delivery and performance by the Company and the Initial Subsidiary
Guarantors of this Agreement, the Notes and the Subsidiary Guarantee, as
applicable, will not (i)


 


7

















 


contravene,
result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or any
Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter or by-laws, or any other Material
agreement or instrument to which the Company or any Subsidiary is bound or by which
the Company or any Subsidiary or any of their respective properties may be
bound or affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or ruling of
any court, arbitrator or Governmental Authority applicable to the Company or
any Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.


 


5.7                               Governmental
Authorizations, etc.


 


No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by the Company or the Initial Subsidiary Guarantors of
this Agreement, the Notes or the Subsidiary Guarantee, as applicable,
including, without limitation, any thereof required in connection with the
obtaining of currency of the relevant type to make payments under this
Agreement or the Notes and the payment of such currency to Persons resident in
the United States of America, except for information filings made with the SEC
pursuant to the Exchange Act.  It is not
necessary to ensure the legality, validity, enforceability or admissibility
into evidence in Italy of this Agreement, the Notes or the Subsidiary Guarantee
that any thereof or any other document be filed, recorded or enrolled with any
Governmental Authority, or that any such agreement or document be stamped with
any stamp, registration or similar transaction tax other than any applicable
Registration Duty that may be required in connection with admissibility into
evidence.


 


5.8                               Litigation;
Observance of Statutes and Orders.


 


(a)                                  Except as
disclosed in Schedule 5.8, as of the date of this Agreement, there are
no actions, suits or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Subsidiary or any property
of the Company or any Subsidiary in any court or before any arbitrator of any
kind or before or by any Governmental Authority that, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(b)                                 Neither the
Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority
or is in violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws) of any Governmental Authority,
which default or violation, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.


 


5.9                               Taxes.


 


The
Company and each of its Subsidiaries have filed all income tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and


 


8

















 


payable
on such returns and all other taxes and assessments payable by them to the
extent such taxes and assessments have become due and payable and before they
have become delinquent, except for any taxes and assessments (i) the amount of
which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or any
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP.  The statute of limitations
has expired for the income tax returns of the Company and its Subsidiaries and
the tax liabilities shown on such returns have been paid to the Italian tax
authorities for all fiscal years up to and including the fiscal year ended
December 31, 2004.


 


5.10                        Title
to Property; Leases.


 


The
Company and each of its Subsidiaries have good and sufficient title to their
respective Material properties, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by the Company or any Subsidiary after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by this Agreement, except for those defects
in title and Liens that, individually or in the aggregate, would not have a Material
Adverse Effect.  All Material leases are
valid and subsisting and are in full force and effect in all material respects.


 


5.11                        Licenses,
Permits, etc.


 


The
Company and each of its Subsidiaries own or possess all licenses, permits,
franchises, authorizations, patents, copyrights, service marks, trademarks and
trade names, or rights thereto, that are Material, without known conflict with
the rights of others, except for those conflicts that, individually or in the
aggregate, would not have a Material Adverse Effect.


 


5.12                        Compliance
with ERISA.


 


(a)                                  The Company and
each ERISA Affiliate have operated and administered each Plan in compliance
with all applicable laws except for such instances of noncompliance as have not
resulted in and would not reasonably be expected to result in a Material
Adverse Effect.  Neither the Company nor
any ERISA Affiliate have incurred any liability pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans (as defined in section 3 of ERISA), and no event, transaction or
condition has occurred or exists that would reasonably be expected to result in
the incurrence of any such liability by the Company or any ERISA Affiliate, or
in the imposition of any Lien on any of the rights, properties or assets of the
Company or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or
412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.


 


(b)                                 The Company and
its ERISA Affiliates have not incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under section 4201 or 4204 of
ERISA in respect of Multiemployer Plans that individually or in the aggregate
are Material.


 


9

















 


(c)                                  The expected
postretirement benefit obligation (determined as of the last day of the Company’s
most recently ended fiscal year in accordance with FASB Accounting Codification
715-60, without regard to liabilities attributable to continuation coverage
mandated by section 4980B of the Code) of the Company and its Subsidiaries is
not Material.


 


(d)                                 The execution
and delivery of this Agreement and the issuance and sale of the Notes hereunder
will not involve any transaction that is subject to the prohibitions of section
406 of ERISA or in connection with which a tax could be imposed pursuant to
section 4975 of the Code.  The
representation by the Company to each Purchaser in the first sentence of this
Section 5.12(d) is made in reliance upon and subject to the accuracy of such
Purchaser’s representation in Section 6.2 as to the sources of the funds used
to pay the purchase price of the Notes to be purchased by such Purchaser.


 


(e)                                  Each Foreign
Pension Plan has been maintained in substantial compliance with its terms and
with the requirements of any and all applicable laws, statutes, rules,
regulations and orders and has been maintained, where required, in good
standing with applicable regulatory authorities.  Neither the Company nor any of its
Subsidiaries has incurred any obligation in connection with the termination of
or withdrawal from any Foreign Pension Plan.


 


5.13                        Private
Offering by the Company.


 


Neither
the Company nor anyone acting on its behalf has offered the Notes or the
Subsidiary Guarantee or any similar securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any person other than the Purchasers, each of which has
been offered the Notes and the Subsidiary Guarantee at a private sale for
investment.  Neither the Company nor
anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration requirements of
Section 5 of the Securities Act or to the registration requirements of any
securities or blue sky laws of any applicable jurisdiction.


 


5.14                        Use of
Proceeds; Margin Regulations.


 


The
Company will apply the proceeds of the sale of the Notes as set forth in Schedule
5.14.  No part of the proceeds from
the sale of the Notes hereunder will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of Regulation
U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for
the purpose of buying or carrying or trading in any securities under such
circumstances as to involve the Company in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220). 
Margin stock does not constitute more than 25% of the value of the
consolidated assets of the Company and its Subsidiaries, or the consolidated
assets of the Company and its Subsidiaries, and the Company does not have any
present intention that margin stock will constitute more than 25% of the value
of such assets. As used in this Section, the terms “margin stock” and “purpose
of buying or carrying” shall have the meanings assigned to them in said
Regulation U.


 


10
















 


5.15                        Existing
Indebtedness.


 


Except
as described therein, Schedule 5.15 sets forth a complete and correct
list of all outstanding Indebtedness for borrowed money of the Company and its
Subsidiaries as of June 30, 2010, since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its Subsidiaries.  Neither the Company nor any Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any
principal or interest on any Indebtedness of the Company or such Subsidiary and
no event or condition exists with respect to any Indebtedness of the Company or
any Subsidiary the outstanding principal amount of which exceeds U.S.$10,000,000
that would permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment.


 


5.16                        Foreign
Assets Control Regulations, etc.


 


(a)                                  Neither any
Obligor nor any Affiliated Entity is (i) a Person whose name appears on the
list of Specially Designated Nationals and Blocked Persons published by the
Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”)
or (ii) a department, agency or instrumentality of, or is otherwise controlled
by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person
or (y) the government of a country subject to comprehensive U.S. economic
sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and
North Korea (each OFAC Listed Person and each other entity described in clause
(ii), a “Blocked Person”).


 


(b)                                 No part of the
proceeds from the issue of the Notes hereunder constitutes or will constitute
funds obtained on behalf of any Blocked Person or will otherwise be used,
directly by any Obligor or indirectly through any Affiliated Entity, in
connection with any investment in, or any transactions or dealings with, any
Blocked Person.


 


(c)                                  To the Company’s
actual knowledge after making due inquiry, none of the Obligors nor any
Affiliated Entity (i) is under investigation by any Governmental Authority for,
or has been charged with, or convicted of, money laundering, drug trafficking,
terrorist-related activities or other money laundering predicate crimes under
any applicable law (collectively, “Anti-Money Laundering Laws”),
(ii) has been assessed civil penalties under any Anti-Money Laundering Laws or
(iii) has had any of its funds seized or forfeited in an action under any
Anti-Money Laundering Laws.  Each Obligor
has taken reasonable measures appropriate to the circumstances (in any event as
required by applicable law), to ensure that such Obligor and each Affiliated
Entity is and will continue to be in compliance with all applicable current and
future Anti-Money Laundering Laws.


 


(d)                                 No part of the
proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office,
official of any public international organization or anyone else acting in an
official capacity, in order to


 


11

















 


obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that
such Act applies to the Company.  Each
Obligor has taken reasonable measures appropriate to the circumstances (in any
event as required by applicable law) to ensure that such Obligor and each
Affiliated Entity is and will continue to be in compliance with all applicable
current and future anti-corruption laws and regulations.


 


5.17                        Status
under Certain Statutes.


 


Neither
the Company nor any Subsidiary is subject to regulation under the United States
Investment Company Act of 1940, as amended, the ICC Termination Act of 1995, as
amended, or the United States Federal Power Act, as amended.


 


5.18                        Environmental
Matters.


 


(a)                                  Neither the
Company nor any Subsidiary has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted raising any claim
against the Company or any of its Subsidiaries or any of their respective real
properties now or formerly owned, leased or operated by any of them or other
assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect.


 


(b)                                 Neither the
Company nor any Subsidiary has knowledge of any facts which would give rise to
any claim, public or private, of violation of Environmental Laws or damage to
the environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect.


 


(c)                                  Neither the
Company nor any Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not
disposed of any Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that could reasonably be expected to result in
a Material Adverse Effect; and


 


(d)                                 All buildings
on all real properties now owned, leased or operated by the Company or any
Subsidiary are in compliance with applicable Environmental Laws, except where
failure to comply could not reasonably be expected to result in a Material
Adverse Effect.


 


5.19                        Ranking
of Obligations.


 


The
Company’s payment obligations under this Agreement and the Notes will, upon
issuance of the Notes, rank in right of payment at least pari passu,
without preference or priority, with all other unsecured and unsubordinated
Indebtedness of the Company.


 


12

















 


Each
Initial Subsidiary Guarantor’s payment obligations under the Subsidiary
Guarantee will be unsecured general obligations of such Initial Subsidiary
Guarantor and rank in right of payment at least pari passu,
without preference or priority, with all other unsecured and unsubordinated
Indebtedness of such Initial Subsidiary Guarantor.


 


5.20                        Solvency;
Stated Capital.


 


(a)                                  Each of the
Company and each Initial Subsidiary Guarantor is, and upon giving effect to the
issuance of the Notes will be, a “solvent institution”, as said term is used in
section 1405(c) of the New York State Insurance Law, whose “obligations are not
in default as to principal or interest”, as said terms are used in said section
1405(c), and each Initial Subsidiary Guarantor is Solvent.


 


(b)                                 After giving
effect to the transactions contemplated by this Agreement and the purchase by
the Purchasers of all of the Notes, the entire outstanding principal balance of
the Notes will be less than the sum of the stated capital and available
reserves of the Company as shown on its balance sheet as of December 31, 2009.


 


5.21                        Corporate
Benefit.


 


The
financing obtained through the Notes will materially benefit the Initial
Subsidiary Guarantors as members of the Group, since it will effect a
strengthening of the financial structure of the Group through an extension of
the duration of existing financing arrangements.


 


5.22                        Transaction-Related
Taxes.


 


There
are no Taxes imposed, assessed or levied by or in Italy or any political
subdivision or authority thereof or therein on or with respect to the execution
and delivery of this Agreement or the Subsidiary Guarantee or the issuance or
acquisition of the Notes.  Other than
such Taxes which may be imposed, assessed or levied because of the existence of
any present or subsequent connection between any Purchaser on the one hand and
any such jurisdiction on the other hand (other than the mere holding of a Note,
being a party to this Agreement or otherwise participating in the transactions
contemplated hereby and thereby) there are, as provided under current
applicable tax law and treaties, no Taxes imposed, assessed or levied by or in
Italy or any political subdivision or taxing authority thereof or therein on or
with respect to any payment to be made by the Company or the Initial Subsidiary
Guarantors pursuant to this Agreement, the Notes or the Subsidiary Guarantee to
any Purchaser.


 


5.23                        Not
Subject to Immunity.


 


Neither
the Company nor any of the Initial Subsidiary Guarantors is entitled to
immunity from judicial proceedings and the Company agrees that, if judicial
proceedings are brought by any holder of Notes to enforce any right or remedy
under any Financing Document, no immunity from such proceedings will be claimed
by or on behalf of the Company or any Initial Subsidiary Guarantor or with
respect to any of them or their respective properties.


 


13

















 


6                                         REPRESENTATIONS
AND COVENANT OF THE PURCHASERS.


 


6.1                               Purchase
for Investment.


 


Each
Purchaser severally represents that it is purchasing the Notes for its own
account or for one or more separate accounts maintained by such Purchaser or
for the account of one or more pension or trust funds and not with a view to
the distribution thereof, provided that
the disposition of such Purchaser’s or their property shall at all times be
within such Purchaser’s or their control. 
Each Purchaser understands that the Notes have not been registered under
the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor such
an exemption is required by law, and that the Company is not required to
register the Notes.


 


6.2                               Source
of Funds.


 


Each
Purchaser severally represents that at least one of the following statements is
an accurate representation as to each source of funds (a “Source”)
to be used by such Purchaser to pay the purchase price of the Notes to be
purchased by it hereunder:


 


(a)                                  the Source is
an “insurance company general account” (as the term is defined in the United
States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and
liabilities (as defined by the annual statement for life insurance companies
approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s)
held by or on behalf of any employee benefit plan together with the amount of
the reserves and liabilities for the general account contract(s) held by or on
behalf of any other employee benefit plans maintained by the same employer (or
affiliate thereof as defined in PTE 95-60) or by the same employee organization
in the general account do not exceed 10% of the total reserves and liabilities
of the general account (exclusive of separate account liabilities) plus surplus
as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or


 


(b)                                 the Source is a
separate account that is maintained solely in connection with such Purchaser’s
fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
any annuitant)) are not affected in any manner by the investment performance of
the separate account; or


 


(c)                                  the Source is
either (i) an insurance company pooled separate account, within the meaning of
PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the
PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing
pursuant to this clause (c), no employee benefit plan or group of plans
maintained by the same employer or employee organization beneficially owns more
than 10% of all assets allocated to such pooled separate account or collective
investment fund; or


 


14

















 


(d)                                 the Source
constitutes assets of an “investment fund” (within the meaning of Part V of PTE
84-14 (the “QPAM Exemption”)) managed by a “qualified
professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM
Exemption), no employee benefit plan’s assets that are included in such
investment fund, when combined with the assets of all other employee benefit
plans established or maintained by the same employer or by an affiliate (within
the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by
the same employee organization and managed by such QPAM, exceed 20% of the
total client assets managed by such QPAM, the conditions of Part I(c) and (g) of
the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or
controlled by the QPAM (applying the definition of “control” in Section V(e) of
the QPAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such QPAM and (ii) the names of all employee benefit plans whose
assets are included in such investment fund have been disclosed to the Company
in writing pursuant to this clause (d); or


 


(e)                                  the Source
constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE
96-23 (the “INHAM Exemption”)) managed by an “in-house
asset manager” or “INHAM” (within the meaning of Part IV of the INHAM
Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are
satisfied, neither the INHAM nor a person controlling or controlled by the
INHAM (applying the definition of “control” in Section IV(d) of the INHAM
Exemption) owns a 5% or more interest in the Company and (i) the identity of
such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets
constitute the Source have been disclosed to the Company in writing pursuant to
this clause (e); or


 


(f)                                    the Source is a
governmental plan; or


 


(g)                                 the Source is
one or more employee benefit plans, or a separate account or trust fund
comprised of one or more employee benefit plans, each of which has been
identified to the Company in writing pursuant to this clause (g); or


 


(h)                                 the Source does
not include assets of any employee benefit plan, other than a plan exempt from
the coverage of ERISA.


 


As
used in this Section 6.2, the terms “employee benefit plan,” “governmental
plan,” and “separate account” shall have the respective meanings assigned to
such terms in section 3 of ERISA.


 


6.3                               Restriction
on Transfer.


 


Without
prejudice to the provisions of Section 6.1 above, each Purchaser or holder of
Notes shall only assign, sell or otherwise transfer any Note in compliance with
the following restrictions:


 


(a)                                  Since the
offering of the Notes has not been registered with the Commissione Nazionale
per le Società e la Borsa (“CONSOB”) (the
Italian Securities Exchange Commission) pursuant to Italian securities
legislation, no Notes may be offered, sold or delivered, nor may


 


15

















 


copies
of any document relating to the offering of the Notes be distributed in the
Republic of Italy to any proposed purchaser, except:


 


(i)                                     to qualified investors
(investitori qualificati), as defined pursuant to Article 100 of Legislative
Decree No. 58 of 24 February 1998, as amended (the “Financial
Services Act”) and Article 34-ter, first paragraph, letter b) of
CONSOB Regulation No. 11971 of 14 May 1999 (as amended from time to time) (“Regulation No. 11971”); or


 


(ii)                                  in other circumstances which
are exempted from the rules on public offerings pursuant to Article 100 of the
Financial Services Act and Regulation No. 11971.


 


(b)                                 Any offer, sale
or delivery of the Notes or distribution of copies of any document relating to
the offering of the Notes in the Republic of Italy to any proposed purchaser
under (i) or (ii) above must be:


 


(i)                                     made by an investment firm,
bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007 (as amended from time to time) and
Legislative Decree No. 385 of 1 September 1993, as amended (the “Banking Act”);


 


(ii)                                  in compliance with Article 129
of the Banking Act, as amended, and the implementing guidelines of the Bank of
Italy, as amended from time to time, pursuant to which the Bank of Italy may
require information on the issue or the offer of securities in the Republic of
Italy; and


 


(iii)                               in compliance with any other
applicable laws and regulations or requirement imposed by CONSOB or any other
Italian authority.


 


7                                         INFORMATION
AS TO THE COMPANY.


 


7.1                               Financial
and Business Information.


 


The
Company shall deliver to each holder of Notes that is an Institutional Investor
(and for purposes of this Agreement, except as expressly provided otherwise
below, the information required by this Section 7.1 shall be deemed delivered
on the date of delivery of such information in the English language or the date
of delivery of an English translation thereof):


 


(a)                                  Quarterly
Statements of the Company — within 120 days after the end of each of
the first three quarters of each fiscal year of the Company, duplicate copies
of,


 


(i)                                     an unaudited
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such period, and


 


(ii)                                  unaudited
consolidated statements of income, shareholders’ equity and cash flows of the
Company and its Subsidiaries for such period,


 


16

















 


setting
forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally,
and certified by a Senior Financial Officer as presenting fairly, in all
material respects, the consolidated financial position of the Company and its
Subsidiaries being reported on and their results of operations and cash flows,
subject to changes resulting from year-end adjustments, provided
that delivery within the time period specified above of copies of the Company’s
Current Report on Form 6-K containing such financial information and furnished
to the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided further, that, subject to Section 7.1(i) below, the
Company shall be deemed to have made such delivery of such quarterly statements
if it shall have timely made such quarterly statements available on its home
page on the worldwide web and shall have given each holder of Notes prior
notice of such availability by email on each such occasion on which such
statements are made available at the email address set forth for such holder on
Schedule A or such other email address as such holder shall have
provided in writing to the Company for such purpose (such availability and such
prior notice being referred to as “Electronic Delivery”);
provided that each holder of the Notes
may at any time request the Company to deliver to such holder a hard copy of
any information, which is being made available by Electronic Delivery pursuant
to this Section 7.1(a), and the Company shall comply with any such request
within 10 Business Days;


 


(b)                                 Annual
Statements of the Company — within 180 days after the end of each
fiscal year of the Company, duplicate copies of,


 


(i)                                     an audited
consolidated balance sheet of the Company and its Subsidiaries, as at the end
of such year, and


 


(ii)                                  audited
consolidated statements of income, shareholders’ equity and cash flows of the
Company and its Subsidiaries, for each such year,


 


setting
forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent chartered accountants of
international standing, which opinion shall state that such financial
statements present fairly, in all material respects, the consolidated financial
position of the Company and its Subsidiaries as at the date thereof and their
consolidated results of operation and cash flows for the period covered thereby
and have been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been made in
accordance with generally accepted accounting principles and that such audit
provides a reasonable basis for such opinion in the circumstances; provided that the delivery within the time period specified
above of the Company’s Annual Report on Form 20-F for such fiscal year
(together with the annual report of the Company to shareholders, if any,
prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance
with the requirements therefor and filed with the SEC shall be deemed to
satisfy the requirements of this Section 7.1(b); provided
further, that, subject to Section 7.1(i) below, the Company shall be
deemed to have made such delivery of such annual statements if it shall have
timely made Electronic Delivery thereof; provided that
each holder of the


 


17

















 


Notes
may at any time request the Company to deliver to such holder a hard copy of
any information, which is being made available by Electronic Delivery pursuant
to this Section 7.1(b), and the Company shall comply with any such request
within 10 Business Days;


 


(c)                                  Annual
Statements of Luxottica US — within 180 days after the
end of each fiscal year of Luxottica US, duplicate copies of an audited
consolidated balance sheet of Luxottica US and its Subsidiaries, as at the end
of such year, and audited consolidated statements of income, shareholders’
equity and cash flows of Luxottica US and its Subsidiaries, for each such year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent chartered accountants of
international standing, which opinion shall state that such financial
statements present fairly, in all material respects, the consolidated financial
position of Luxottica US and its Subsidiaries as at the date thereof and their
consolidated results of operation and cash flows for the period covered thereby
and have been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been made in
accordance with generally accepted accounting principles and that such audit
provides a reasonable basis for such opinion in the circumstances; provided, that, subject to Section 7.1(i) below, the Company
shall be deemed to have made such delivery of such annual statements if it
shall have timely made Electronic Delivery thereof; provided
that each holder of the Notes may at any time request the Company to deliver to
such holder a hard copy of any information, which is being made available by
Electronic Delivery pursuant to this Section 7.1(c), and the Company shall
comply with any such request within 10 Business Days; provided,
further, that it is agreed and understood by the Purchasers that:
(i) the Company shall provide the audited consolidated financial statements of
Luxottica US as long as the equivalent undertaking is provided under any
Banking Facility or Facilities; and (ii) in the event that the relevant
undertaking of the Banking Facility or Facilities is amended (and/or formally
waived) by the parties thereto and unless auditing of the consolidated
financial statements is required by applicable laws or regulations, the Company
shall provide the consolidated financial statements of Luxottica US together
with any report, limited review and/or statement which shall be required by the
amended (or waived, if applicable) provision of the Banking Facility or
Facilities;


 


(d)                                 Stock Exchange
and SEC Reports — promptly upon their becoming available, one copy
of (i) each press release, report, circular, notice or proxy statement or
similar statement (together with a summary in English where the original is not
in the English language) sent by the Company or any Subsidiary to public
securities holders of the Company generally (whether pursuant to the rules of
the New York Stock Exchange, the Italian Stock Exchange, Italian securities
laws or otherwise) and (ii) each regular or periodic report, registration
statement (without exhibits except as expressly requested by such holder) and
each prospectus and all amendments thereto filed or furnished by the Company or
any Subsidiary with the SEC;


 


(e)                                  Notice of
Default or Event of Default — promptly, and in any
event within ten days after a Senior Financial Officer of the Company becoming
aware of the


 


18

















 


existence of any Default or
Event of Default, a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to take
with respect thereto;


 


(f)                                    Notices from
Governmental Authority — promptly, and in any event within 30 days
of receipt thereof, copies of any written notice to the Company or any
Subsidiary from any Governmental Authority relating to any order, ruling,
statute or other law or regulation that could reasonably be expected to have a
Material Adverse Effect;


 


(g)                                 Environmental
Matters — promptly, and in any event within ten days after a Responsible
Officer  becoming aware of them, copies
of any written notice to the Company or any Subsidiary from any Governmental
Authority relating to any order or ruling under or violation of any
Environmental Law that could reasonably be expected to have a Material Adverse
Effect;


 


(h)                                 Requested
Information — subject to the terms of Section 7.3(c), promptly,
such other data, information and explanations in English relating to the
business, operations, affairs, financial condition, financial statements,
assets or properties of the Company or any of its Material Subsidiaries or
relating to the ability of the Company to perform its obligations hereunder and
under the Notes or the ability of any Subsidiary Guarantor to perform its
obligations under the Subsidiary Guarantee, as from time to time may be
reasonably requested by any such holder of Notes, including information readily
available to the Company explaining the Company’s financial statements if such
information has been requested by the SVO in order to assign or maintain a
designation of the Notes; and


 


(i)                                     Electronic
Delivery Opt-Out Form — at least thirty (30) days in advance of
the first Electronic Delivery to be made with respect to any holder of Notes,
an Electronic Delivery opt-out form to such holder giving it the opportunity,
in its sole discretion, to “opt out” of receiving Electronic Delivery with
respect to the delivery by the Company of financial statements hereunder, by
return delivery of the completed form to the Company not more than ten (10) days
following receipt by such holder of such form, whereupon, if so elected,
notwithstanding the provisions of Sections 7.1(a), (b) and (c) allowing for
Electronic Delivery, the Company shall only be deemed to have satisfied the
requirement for the delivery of financial statements hereunder if and when such
financial statements shall have been delivered in hard copy format to such
holder’s address of record in accordance with Section 19 hereof.


 


7.2                               Officer’s
Certificate.


 


Each
set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a)
or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior
Financial Officer setting forth:


 


(a)                                  Covenant
Compliance — (i) the information (including detailed
calculations) required in order to establish whether the Company was in
compliance with


 


19

















 


the requirements of Sections
10.4 through 10.7 hereof, inclusive, during the quarterly or annual period
covered by the statements then being furnished (including with respect to each
such Section, where applicable, the calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the terms of
such Sections, and the calculation of the amount, ratio or percentage then in
existence) and (ii) a representation that no Subsidiary has become a Bank
Facility Obligor since the date of the last compliance certificate delivered
under this Section 7.2(a); and


 


(b)                                 Event of
Default — a statement that such officer has reviewed the relevant terms hereof
and has made, or caused to be made, under his or her supervision, a review of
the transactions and conditions of the Company and its Subsidiaries from the
beginning of the quarterly or annual period covered by the statements then
being furnished to the date of the certificate and that such review shall not
have disclosed the existence during such period of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event
existed or exists (including, without limitation, any such event or condition
resulting from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect
thereto.


 


7.3                               Visitation.


 


(a)                                  No Default.  If no Default or Event of Default then
exists, the Company shall permit the representatives of each holder of Notes
that is an Institutional Investor, at the expense of such holder and upon
reasonable prior notice to the Company, to visit the principal executive office
of the Company during normal business hours, to discuss the affairs, finances
and accounts of the Company and its Subsidiaries with the consent of the
Company’s available officers, as the case may be, and to visit, with the
consent of the Company, the other offices and properties of the Company and its
Subsidiaries at such reasonable times and as often as may be reasonably
requested in writing.


 


(b)                                 Default.  If a Default or Event of Default then exists,
the Company shall permit the representatives of each holder of Notes that is an
Institutional Investor, at the expense of the Company and upon prior notice to
the Company, to visit and inspect any of the offices or properties of the
Company or any Subsidiary during normal business hours, to examine all their
respective books of account, records, reports and other papers, to make copies
and extracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers and independent public accountants (and
by this provision the Company authorizes said accountants to discuss the
affairs, finances and accounts of the Company and its Subsidiaries), all at
such times and as often as may be requested.


 


(c)                                  Disclosure.  The Company shall not be obligated to disclose
information pursuant to this Section 7.3 or pursuant to Section 7.1(h), if (i) after
consultation with counsel, the Company determines that it or any of its
Subsidiaries or Affiliates, may be prohibited from disclosing such information
by law or regulation (including, but not limited to, Italian Law No. 58 of 26
February 1998 and Consob Regulation No.


 


20

















 


11971/1999), (ii) the
Company or any of its Subsidiaries, as the case may be, is prohibited from disclosing
by the terms of an obligation of confidentiality contained in any agreement
binding upon the Company or such Subsidiary, as the case may be, and not
entered into in contemplation of this clause (ii), (iii) constitutes
attorney-work product or is covered by attorney-client or any other recognized
privilege, or (iv) as a result of such disclosure the Company would be required
to file the same or similar information with the SEC or to otherwise publicly
disclose such information under applicable law or the SEC’s rules and
regulations regarding disclosure; provided that
(x) in the case of subclause (ii) above, the Company shall, and shall cause any
Subsidiary to, make a good faith attempt to obtain consent from the party in
whose favor the obligation of confidentiality was made to permit the disclosure
of the relevant information and (y) in the case of subclause (iv) above, the
Company shall, and shall cause any Subsidiary to, have promptly approached the
SEC or other relevant governmental or regulatory body and requested
confirmation from a senior official thereof to the effect that the Company or
any Subsidiary, as the case may be, may disclose such information to holders of
the Notes without having to disclose such information publicly or otherwise be
in breach of applicable law, or the rules and regulations of the SEC, and shall
not have received confirmation to such effect in form and substance
satisfactory to the Company.


 


8                                         PREPAYMENT
OF THE NOTES.


 


8.1                               Payment
at Maturity.


 


The
then outstanding principal amount of (i) the Series G Notes shall become due
and payable on September 15, 2017 and (ii) the Series H Notes shall become due
and payable on September 15, 2020.


 


8.2                               Optional
Prepayments with Make-Whole Amount.


 


Subject
to Section 8.4 below, the Company may, at its option, upon notice as provided
below, prepay at any time all, or from time to time any part, of the Notes, at
100% of the principal amount so prepaid, plus accrued interest and the
Make-Whole Amount, if any, determined as of the prepayment date with respect to
the principal amount of the Notes being prepaid.  The Company will give each holder of Notes
written notice of each optional prepayment under this Section 8.2 not less than
30 days and not more than 60 days prior to the date fixed for such
prepayment.  Each such notice shall
specify such date (which shall be a Business Day), the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section 8.4),
and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such
computation.  Two Business Days prior to
such prepayment, the Company shall deliver to each holder of Notes a
certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date.


 


21
















 


8.3                               Optional
Prepayment for Taxes.


 


In
the event that the Company determines that any interest payments with respect
to the Notes will require the payment of Additional Amounts by the Company
pursuant to the provisions of Section 13 hereof, the Company shall have the
privilege of prepaying the outstanding Notes requiring the payment of such
Additional Amounts by payment of the principal amount of such Notes and accrued
interest thereon to the date of such prepayment, together with the Modified
Make-Whole Amount, if applicable to the Notes to be prepaid, together with any
relevant Additional Amounts.


 


The
Company will give each holder written notice of each optional prepayment under
this Section 8.3 not less than 30 days and not more than 60 days prior to the
date fixed for such prepayment. Each such notice shall specify such date, the
principal amount of each Note, if any, held by such holder to be prepaid
determined in accordance with Section 8.4), and the interest to be paid on the
prepayment date with respect to such principal amount being prepaid, shall
contain a description in reasonable detail of the Additional Amount that is the
cause of the Company’s delivering such prepayment notice, and shall be
accompanied by a certificate of a Senior Financial Officer of the Company as to
the estimated Modified Make-Whole Amount, if any, due in connection with such
prepayment (calculated as if the date of such notice were the date of such
prepayment), setting forth the details of such computation. No Note of any holder
shall be prepaid pursuant to this Section 8.3 if such holder shall, not less
than five Business Days prior to the date specified for prepayment of such Note
in the notice given by the Company in accordance with this Section 8.3, deliver
a written notice to the Company (which notice shall be binding on any
transferee of such Note), stating that such holder waives any right to any
payment under Section 13 hereof in respect of the specific event or condition
(including with respect to the continuing or future effects of such specific
event or condition on subsequent payments) that shall have given rise to the
Company’s prepayment right under this Section 8.3 (it being agreed that no such
waiver shall constitute a waiver of any other right to receive a payment under
Section 13 hereof in respect of any event or condition other than the specific
event or condition in respect of which such waiver shall be given). Two
Business Days prior to such prepayment, the Company will deliver to each holder
a certificate of a Senior Financial Officer of the Company specifying the
calculation of such Modified Make-Whole Amount, if any, as of the specified
prepayment date.


 


8.4                               Allocation
of Partial Prepayments.


 


In
the case of each partial prepayment of the Notes pursuant to Section 8.2, the
principal amount of the Notes to be prepaid shall be allocated on a pro rata
basis, and without any preference to any Series thereof, in proportion, as
nearly as practicable, to the respective unpaid principal amounts of the Notes
not theretofore called for prepayment.


 


8.5                               Maturity;
Surrender, Presentment, etc.


 


(a)                                  Maturity;
Surrender.  In the case
of each prepayment of Notes pursuant to this Section 8, the principal amount of
each Note to be prepaid shall mature and become due and payable on the date
fixed for such prepayment (which shall be a Business Day), together with
interest on such principal amount accrued to such date and the applicable


 


22

















 


Make-Whole Amount or
Modified Make-Whole Amount, if any.  From
and after such date, unless the Company shall fail to pay such principal amount
when so due and payable, together with the interest and Make-Whole Amount or
Modified Make-Whole Amount, if any, as aforesaid, interest on such principal
amount shall cease to accrue.  Any Note
paid or prepaid in full shall be surrendered to the Company and canceled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.


 


(b)                                 Presentment.  Payments of principal, interest, Make-Whole
Amount and Modified Make-Whole Amounts and Additional Amounts in respect of
each Note will be made against presentment and surrender (or, at the option of
the holder of such Note, endorsement, except in the case of payment in full of
all principal, interest, Make-Whole Amount, Modified Make-Whole Amount and
Additional Amounts) of the Note and/or relevant Coupon by any holder, except
that payments of interest due on an Interest Payment Date will be made against
presentment and surrender (or in the case of partial payment only, endorsement)
of the relevant Coupon, in each case at the specified office of the Fiscal
Agent.  The deposit of the Notes and the
Coupons by any holder in the manner contemplated by the Depository Agreement
shall constitute the presentment and surrender required by this Section 8.5(b).


 


8.6                               Purchase
of Notes.


 


The
Company will not, and will not permit any Controlled Affiliate to, purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except (a) upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes or (b) pursuant to an
offer to purchase made by the Company or a Controlled Affiliate pro rata to the
holders of Notes at the time outstanding upon the same terms and
conditions.  Any such offer shall provide
each holder with sufficient information to enable it to make an informed
decision with respect to such offer, and shall remain open for at least 15
Business Days.  If the holders of at
least 25% of the aggregate principal amount of the Notes then outstanding
accept such offer, the Company shall promptly notify the remaining holders of
such fact and the expiration date for the acceptance by holders of Notes of
such offer shall be extended by the number of days necessary to give each such
remaining holder at least 10 Business Days from its receipt of such notice to
accept such offer.  The Company will
promptly cancel all Notes acquired by the Company or any Controlled Affiliate
pursuant to any payment, prepayment or purchase of Notes pursuant to any
provision of this Agreement and no Notes may be issued in substitution or
exchange for any such Notes.


 


8.7                               Make-Whole
Amount and Modified Make-Whole Amount.


 


The
terms “Make-Whole Amount” and “Modified Make-Whole Amount” mean, with respect to any Note,
an amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that
neither the Make-Whole Amount nor the Modified Make-Whole Amount may in any
event be less than zero.  For the
purposes of determining the Make-Whole Amount and the Modified Make-Whole
Amount with respect to any Note, the following terms have the following
meanings:


 


23

















 


“Applicable Percentage” in the case of a
computation of the Modified Make-Whole Amount for purposes of Section 8.3 means
0.25% (25 basis points), and in the case of a computation of the Make-Whole
Amount for any other purpose means zero percent (0.00%).


 


“Called Principal” means the principal
of such Note that is to be prepaid pursuant to Section 8.2 or Section 8.3 or
has become or is declared to be immediately due and payable pursuant to Section
12.1, as the context requires.


 


“Discounted Value” means, with respect
to the Called Principal of such Note, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to such Called
Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on such
Note is payable) equal to the Reinvestment Yield with respect to such Called
Principal.


 


“Reinvestment Yield” means, with respect
to the Called Principal of any Note, the sum of (x) the Applicable Percentage
plus (y) the yield to maturity implied by (i) the yields reported as of 10:00 A.M.
(New York City time) on the second Business Day preceding the Settlement Date
with respect to such Called Principal, on the display designated as “Page PXGB”
on Bloomberg Financial Markets (or such other display as may replace Page PXGB
on Bloomberg Financial Markets) for the most recently issued actively traded
benchmark German federal government bonds (i.e. “Bunds”,
“Bobls” or “Schätze”,
as applicable) having a maturity equal to the Remaining Average Life of such
Called Principal as of such Settlement Date, or (ii) if such yields are not
reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the average of the yields
for such securities as determined by three market makers selected by the
Company with the consent of the holders of a majority in aggregate principal
amount of the Notes.  In the case of each
determination under clause (i) or (ii), as the case may be, of the preceding
sentence, such implied yield will be determined, if necessary, by (a) converting
German federal government bond quotations to bond equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable German federal government bond with the maturity
closest to and greater than such Remaining Average Life and (2) the applicable
German federal government bond with the maturity closest to and less than such
Remaining Average Life.  The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the
interest rate of the applicable Note.


 


“Remaining Average Life” means, with
respect to any Called Principal, the number of years (calculated to the nearest
one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the
sum of the products obtained by multiplying (a) the principal component of each
Remaining Scheduled Payment with respect to such Called Principal by (b) the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.


 


24

















 


“Remaining Scheduled Payments” means,
with respect to the Called Principal of any Note, all payments of such Called
Principal and interest thereon that would be due after the Settlement Date with
respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date, provided that
if such Settlement Date is not a date on which an interest payment is due to be
made under the terms of such Note, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to
such Settlement Date and required to be paid on such Settlement Date pursuant
to Section 8.2, Section 8.3 or Section 12.1.


 


“Settlement Date” means, with respect to
the Called Principal of any Note, the date on which such Called Principal is to
be prepaid pursuant to Section 8.2 or Section 8.3 or has become or is declared
to be immediately due and payable pursuant to Section 12.1, as the context
requires.


 


8.8                               Change
of Control Prepayment Offer.


 


(a)                                  Promptly upon
becoming aware that a Change of Control has occurred, and in any event not
later than 30 days after becoming aware of the Change of Control, the Company
shall give written notice (the “Company Notice”)
of such Change of Control to all holders of the Notes.  The Company Notice shall (i) describe the
facts and circumstances of such Change of Control in reasonable detail, (ii) refer
to this Section 8.8 and the rights of the holders hereunder, (iii) contain an
offer (the “Change of Control Prepayment Offer”)
by the Company to prepay the entire unpaid principal amount of Notes held by
each holder in an amount equal to 100% of the principal amount of the Notes
being prepaid, plus the Make-Whole Amount, if any, and interest accrued and
unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not
more than 60 days after such Company Notice is given, unless otherwise agreed
among the Company and each of the holders of the Notes (the “Prepayment Date”), and (iv) shall be accompanied by a
certificate of a Senior Financial Officer as to the estimated Make-Whole Amount
due in connection with such prepayment (calculated as if the date of such
notice were the date of the prepayment), setting forth the details of such
computation.


 


(b)                                 Each holder of
Notes shall notify the Company of such holder’s acceptance or rejection of the
Change of Control Prepayment Offer by giving written notice thereof to the
Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to
respond to the Change of Control Prepayment Offer in writing within such time
shall be deemed to be a rejection of such offer.


 


(c)                                  On the
Prepayment Date, the entire outstanding principal amount of the Notes held by
each holder of Notes that has accepted the Change of Control Prepayment Offer
shall become due and payable in an amount equal to the Repurchase Price.  On the date that is two Business Days
preceding the Prepayment Date, the Company shall deliver to each holder of a
Note being prepaid a statement showing the Repurchase Price due in respect of
such Note connection with such prepayment and setting forth the details of the
computation of such amount.


 


25

















 


9                                         AFFIRMATIVE
COVENANTS.


 


The
Company covenants that so long as any of the Notes are outstanding:


 


9.1                               Compliance
with Law.


 


The
Company will and will cause each of its Subsidiaries to comply with all laws,
ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure
that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


9.2                               Insurance.


 


The
Company will and will cause each of its Material Subsidiaries to maintain
insurance for its properties and businesses with reputable underwriters or
insurance companies against those risks, and to the extent (including
deductibles, co-insurance and self-insurance) as is customarily insured against
by prudent companies located in the same or a similar location and carrying on
a similar business.


 


9.3                               Maintenance
of Properties.


 


The
Company will and will cause each of its Subsidiaries to maintain and keep in
good repair, or cause to be maintained and kept in good repair, their
respective Material properties used or useful in its business, so that the
business carried on in connection therewith may be properly conducted at all
times, subject to any Asset Dispositions permitted by this Agreement and
provided that this Section shall not prevent the Company or any Subsidiary from
discontinuing the operation and the maintenance of any of its properties, as
the case may be, if such discontinuance is desirable in the conduct of its
business and the Company or such Subsidiary, as the case may be, has concluded
that such discontinuance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


9.4                               Payment
of Taxes.


 


The
Company will and will cause each of its Subsidiaries to file all income tax
returns required to be filed in any jurisdiction and to pay and discharge all
taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies payable by any of them, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent, provided that
neither the Company nor any Subsidiary need pay any such tax or assessment or
claims if (i) the amount, applicability or validity thereof is contested by the
Company or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Company or such Subsidiary
or (ii) the nonpayment


 


26

















 


of
all such taxes and assessments in the aggregate would not reasonably be
expected to have a Material Adverse Effect.


 


9.5                               Corporate
Existence, etc.


 


Subject
to Section 10.2, the Company will and will cause its Material Subsidiaries and
any Subsidiary Guarantor at all times to preserve and keep in full force and
effect its corporate existence (except such Subsidiaries that are merged or
liquidated into, or consolidated or amalgamated with, the Company or another
Subsidiary), unless, in the good faith judgment of the Company, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or franchise would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


9.6                               Priority
of Obligations.


 


The
Company will ensure that (x) the obligations of the Company under this
Agreement and the Notes will at all times rank at least pari passu,
without preference or priority, at all times with all other unsecured and
unsubordinated Indebtedness of the Company and (y) the obligations of each
Subsidiary Guarantor under the Subsidiary Guarantee will at all times rank at
least pari passu, without preference or
priority, with all other unsecured and unsubordinated Indebtedness of such
Subsidiary Guarantor.


 


9.7                               Bank
Facility Obligors to become Additional Subsidiary Guarantors.


 


Within
ten (10) Business Days of the earlier of the date on which a Subsidiary agrees
to become a Bank Facility Obligor or the date on which a Subsidiary becomes a
Bank Facility Obligor, the Company shall cause such Subsidiary to become an
Additional Subsidiary Guarantor by executing and delivering an Instrument of
Accession.  Notwithstanding Section 23.10,
the accession of a Subsidiary as an Additional Subsidiary Guarantor shall only
be accompanied by such certificates, opinions and other documents, mutatis mutandis, as are required to be delivered in
connection with such Subsidiary becoming a Bank Facility Obligor, provided that the Indebtedness of such Subsidiary shall not
be excluded from the definition of Priority Debt unless the certificates,
opinions and other documents required to be delivered pursuant to Section 23.10
have been delivered to each holder of a Note.


 


10                                  NEGATIVE
COVENANTS.


 


The
Company covenant that so long as any of the Notes are outstanding:


 


10.1                        Transactions
with Affiliates.


 


The
Company will not, and will not permit any Subsidiary to, enter into directly or
indirectly any Material transaction or Material group of related transactions
(including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate
(other than the Company or any Subsidiary), except pursuant to the reasonable
requirements of the Company’s or such Subsidiary’s business and upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than would
be obtainable in a comparable arm’s-length transaction with a Person not an
Affiliate.


 


27

















 


10.2                        Merger,
Consolidation, etc.


 


The
Company will not, and will not permit any Subsidiary Guarantor to, consolidate,
merge or amalgamate with any other Person or convey, transfer or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person unless:


 


(a)                                  in the case of
the Company, (A) the Company would be the surviving corporation or (B) if the
surviving corporation is not the Company then (w) the successor formed by such
consolidation or the survivor of such merger or the Person that acquires by
conveyance, transfer or lease substantially all of the assets of the Company as
an entirety, as the case may be, would be a solvent corporation or limited
liability company organized and existing under the laws of the United States or
any State thereof (including the District of Columbia), Canada or a country
which is a member of the European Union as at September 3, 2003 as set forth on
Schedule 10.2 hereto (other than Greece and Spain), (x) no Event of Illegality
or Currency Restriction Event would arise as a result of such consolidation,
merger, amalgamation, conveyance, transfer or lease or the assumption of the
obligations of the Company under this Agreement, (y) the Subsidiary Guarantors
reaffirm their obligations under the Subsidiary Guarantee and (z) the surviving
corporation or limited liability company assumes the obligations of the Company
under the Financing Documents to which it is a party pursuant to documents
reasonably satisfactory to the Joint Representative (to the extent instructed
to approve such documents by the holders of Notes at a Noteholders’ Meeting)
and causes to be delivered to each holder of Notes a legal opinion from a
nationally recognized law firm in the jurisdiction of the surviving corporation
or limited liability company as to the enforceability of all agreements
relating to such assumption, subject to customary exceptions, assumptions and
qualifications;


 


(b)                                 in the case of
any Subsidiary Guarantor, (A) such Subsidiary Guarantor would be the surviving
corporation or (B) if the surviving corporation is not such Subsidiary
Guarantor then (w) such surviving corporation would be a solvent corporation or
limited liability company organized and existing under the laws of the United
States or any State thereof (including the District of Columbia), Canada or a
country which is a member of the European Union as at September 3, 2003 as set
forth on Schedule 10.2 hereto (other than Greece and Spain), (x) no
Event of Illegality or Currency Restriction Event would arise as a result of
such consolidation, merger, amalgamation, conveyance, transfer or lease or the
assumption of the obligations of such Subsidiary Guarantor under this Agreement
and the Notes, and (y) the surviving corporation or limited liability company
assumes the obligations of such Subsidiary Guarantor under the Subsidiary
Guarantee pursuant to documents reasonably satisfactory to the Joint
Representative (to the extent instructed to approve such documents by the
holders of Notes at a Noteholders’ Meeting) and causes to be delivered to each
holder of Notes a legal opinion from a nationally recognized law firm in the
jurisdiction of the surviving corporation or limited liability company as to
the enforceability of all agreements relating to such assumption, subject to
customary exceptions, assumptions and qualifications; and


 


(c)                                  immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.


 


28

















 


No
such conveyance, transfer or lease of substantially all of the assets of the
Company or any Subsidiary Guarantor shall have the effect of releasing the
Company or such Subsidiary Guarantor, as the case may be, or any successor corporation
or limited liability company that shall theretofore have become such in the
manner prescribed in this Section 10.2 from its liability under the Financing
Documents to which it is a party.


 


10.3                        Terrorism
Sanctions Regulations, etc.


 


The
Company will (a) not and will not permit any Affiliated Entity to (i) become an
OFAC Listed Person or (ii) have any investments in, or engage in any dealings
or transactions with, any Blocked Person, and (b) ensure that it and its
Affiliated Entities shall at all times be in compliance with the USA Patriot
Act, Anti-Money Laundering Laws, all applicable regulations relating thereto
and each of the other laws and regulations referred to in Section 5.16.


 


10.4                        Liens.


 


(a)                                  Other than
Permitted Liens, neither the Company nor any other member of the Group will
create or permit to subsist any Lien securing any of its Indebtedness on or
with respect to any property or asset of the Company or such other member of
the Group, whether now owned or held or hereafter acquired, or any income or
profits therefrom, or assign or otherwise convey any right to receive income or
profits, unless it makes, or causes to be made, effective provision whereby the
Notes will be equally and ratably secured with any and all other obligations
thereby secured so long as such other Indebtedness shall be so secured, such
security to be pursuant to an agreement reasonably satisfactory to the Joint
Representative (to the extent instructed to approve such agreement by the
holders of Notes at a Noteholders’ Meeting) and, in any such case, the Notes
shall have the benefit, to the fullest extent that, and with such priority as,
the holders of the Notes may be entitled under applicable law, of an equitable
Lien on such property.


 


(b)                                 Paragraph (a) above
shall not apply to the following Liens (each a “Permitted
Lien”):


 


(i)                                     any netting or
set-off or other similar Lien arrangement entered into by any member of the
Group in the ordinary course of its banking arrangements in favor of a bank;


 


(ii)                                  any Lien
arising by operation of law and in the ordinary course of trading;


 


(iii)                               any Lien over
or affecting any asset acquired by a member of the Group after the date of the
Closing if:


 


(A)                              the Lien was in
existence on the date of such acquisition and was not created in contemplation
of the acquisition of that asset by a member of the Group; and


 


29

















 


(B)                                the principal
amount secured has not been increased in contemplation of or since the
acquisition of that asset by a member of the Group;


 


(iv)                              any Lien over
or affecting any asset of any company that becomes a member of the Group after
the date of the Closing (a “Newly-Acquired Subsidiary”),
where the Lien is created prior to the date on which the Newly-Acquired
Subsidiary becomes a member of the Group, if:


 


(A)                              the Lien was in
existence on the date of such acquisition and was not created in contemplation
of the acquisition of the Newly-Acquired Subsidiary; and


 


(B)                                the principal
amount secured has not increased in contemplation of or since the acquisition
of the Newly-Acquired Subsidiary other than as permitted by a revolving credit
facility or other arrangement entered into by the Newly-Acquired Subsidiary
that is in effect at the time of, and not entered into in contemplation of, the
acquisition;


 


(v)                                 any Lien
created with the prior written consent of the Joint Representative (to the
extent instructed to approve such Lien by the holders of Notes at a Noteholders’
Meeting);


 


(vi)                              any Lien over
goods and documents of title to goods arising in the ordinary course of letter
of credit transactions entered into in the ordinary course of trading;


 


(vii)                           any Lien
existing on the date of Closing and disclosed in writing to the purchasers of
the Notes on Schedule 10.4 hereto and any Lien securing Indebtedness
that refinances the Indebtedness secured by any such existing Lien so long as
the principal amount of the Indebtedness secured by such Lien does not increase
and such Lien is not extended to other property;


 


(viii)                        any Lien for
taxes, assessments or other governmental charges not yet delinquent or being
contested in good faith;


 


(ix)                                any Lien
incidental to the normal conduct of the business of the Company or any
Subsidiary or the ownership of their properties or assets which is not incurred
in connection with the incurrence of any Indebtedness and which does not in the
aggregate materially impair the use of such property in the operation of the
business of the Group taken as a whole or materially impair the value of such
properties for the purpose of such business, including, without limitation,
Liens (i) in connection with workers’ compensation, unemployment insurance,
social security and other like laws; (ii) to secure (or to obtain letters of
credit that secure) the performance of tenders, statutory obligations, surety
and performance bonds, bids, leases (other than capital leases), purchase,
construction or sales contracts and other similar obligations, in each case not
incurred or made


 


30

















 


in connection with the
borrowing of money, the obtaining of advances or credit or other payment of the
deferred purchase price of property; (iii) to secure the claims of mechanics,
materialmen, carriers, warehousemen, vendors, repairmen, landlords, lessors and
other like Persons, arising in the ordinary course of business, and (iv) in the
nature of reservations, exceptions, encroachments, easements, rights-of-way,
covenants, conditions, restrictions, leases and other similar title exceptions
or encumbrances affecting real property; provided, in
the case of each of the foregoing clauses (i), (ii), (iii) and (iv), that any
amounts secured by such Liens are not overdue;


 


(x)                                   any Lien in
respect of judgments and awards to the extent that such judgments or awards are
being contested in good faith and adequate insurance or appropriate reserves
are maintained with respect thereto on the books of the Company and its
Subsidiaries to the extent required by GAAP;


 


(xi)                                any Lien on
fixed assets (or any improvement thereon) or in rights relating thereto, in
each case, acquired or constructed by the Company or any Subsidiary after the
date of the Closing to secure Indebtedness of the Company or such Subsidiary
incurred in connection with such acquisition or construction, provided that (i) no such Lien shall extend to or cover any
property other than the property (or improvement thereon) being acquired or
constructed, (ii) the amount of Indebtedness secured by any such Lien shall not
exceed an amount equal to the lesser of (A) the cost to the Company or such
Subsidiary of the property (or improvement thereon) being acquired or
constructed or (B) the fair market value (as determined in good faith by the
Company) of such property, determined at the time of such acquisition or at the
time of substantial completion of such construction, and (iii) such Lien shall
be created concurrently with or within 120 days after such acquisition or the
substantial completion of such construction; and


 


(xii)                             any Lien
securing Indebtedness or other obligations, so long as such Indebtedness or
other obligations (when aggregated with all other Priority Debt outstanding as
at the time of granting such Lien or entering into such transaction, as the
case may be) does not exceed 20% of Consolidated Shareholders’ Equity as of the
last day of the most recent fiscal period for which Consolidated Financial
Statements or Consolidated Quarterly Financial Statements (as the case may be)
have been provided to holders of the Notes immediately preceding the date on
which any such Lien is incurred; provided, however, that, notwithstanding the foregoing, the Company
will not, and will not permit any Subsidiary to, grant or allow to remain in
force any Liens permitted by this clause (xii) to secure Indebtedness
outstanding under or pursuant to any Banking Facility or Facilities unless and
until the Notes shall be concurrently secured, equally and ratably with such
Indebtedness, pursuant to documentation in form and substance satisfactory to
the Required Holders.


 


31
















 


10.5                        Priority
Debt.


 


The
Company shall ensure that Priority Debt shall at no time exceed 20% of
Consolidated Shareholders’ Equity.


 


10.6                        Sale of
Assets.


 


Neither
the Company nor any other member of the Group will make any Asset Disposition
unless, immediately after giving effect to the Asset Disposition, the
Disposition Value of all property that was subject to any Asset Disposition
occurring in the 12-month period prior to such Asset Disposition does not
exceed 10% of the Total Assets as of the end of the then most recently ended
fiscal year of the Company for which Consolidated Financial Statements have
been delivered to holders of the Notes; provided, however, that if the Net Proceeds Amount of any Asset
Disposition is applied to either (i) a Debt Prepayment Application (ii) a
Property Reinvestment Application or (iii) a combination of a Debt Prepayment
Application and a Property Reinvestment Application within 365 days following
the consummation of such Asset Disposition, then such Asset Disposition, for
the purpose of determining compliance with this Section 10.6 as of any date,
shall be disregarded and be deemed not to be an Asset Disposition.


 


10.7                        Financial
Condition.


 


The
Company shall ensure that:


 


(a)                                  the ratio of
EBITDA to Net Financial Charges, each as determined (i) other than in respect
of a Pro Forma Relevant Period, from the Consolidated Financial Statements
and/or the Consolidated Quarterly Financial Statements, as appropriate, of the
Group in accordance with GAAP and compliance certificates required to be
delivered under this Agreement, or (ii) in respect of a Pro Forma Relevant
Period, from the Consolidated Pro Forma Financial Statements and/or the
Consolidated Quarterly Pro Forma Financial Statements, as appropriate, of the
Group in accordance with GAAP, in each case will not be less than 5.0 to 1 in
respect of any Relevant Period or Pro Forma Relevant Period, as the case may
be; and


 


(b)                                 the ratio of
Net Debt (as of any Relevant Date) to EBITDA (in respect of the Relevant Period
or Pro Forma Relevant Period, as the case may be, ending on that Relevant
Date), each as determined (i) other than in respect of a Pro Forma Relevant
Period, from the Consolidated Financial Statements and/or the Consolidated
Quarterly Financial Statements, as appropriate, of the Group in accordance with
GAAP and compliance certificates required to be delivered under this Agreement,
or (ii) in respect of a Pro Forma Relevant Period, from the Consolidated Pro
Forma Financial Statements and/or the Consolidated Quarterly Pro Forma
Financial Statements, as appropriate, of the Group in accordance with GAAP,
will not be greater than 3.5 to 1.


 


In the event that the interest coverage covenant in
the Banking Facility or Facilities comparable to Section 10.7(a) above is at
any time amended or modified by the parties thereto so as to reduce the
required ratio therein of EBITDA to Net Financial Charges below 5.0 to 1 in
respect of any Relevant Period or Pro Forma Relevant Period, then the parties
hereto agree, promptly following the written request of the Company, to amend
Section 10.7(a) hereof in order


 


32

















 


to
reduce the required ratio of EBITDA to Net Financial Charges hereunder to the
same level that is required under such comparable interest coverage covenant in
the Banking Facility or Facilities; provided that
in no event shall the ratio of EBITDA to Net Financial Charges set forth in
Section 10.7(a) hereof be required by operation of this clause to be reduced
below 4.0 to 1 in respect of any Relevant Period or Pro Forma Relevant Period.


 


10.8                        Segregation
of Assets under the Italian Civil Code.


 


Neither
the Company nor any Subsidiary Guarantor shall segregate assets for the purpose
of Article 2447-bis of the Italian Civil Code (“Patrimoni
Destinati ad uno Specifico Affare”), nor shall any of them issue any
class of stock or other financial instruments under Article 2447-ter of the
Italian Civil Code.


 


10.9                        Disapplication
of IAS 39 in Covenant Calculations.


 


The
Company shall calculate compliance with financial covenants herein (and
interpret applicable defined terms used in such financial covenants) in
accordance with GAAP, except that any election by the Company or any of its
Subsidiaries to measure any liability of the Group used in the determination of
Priority Debt (including Indebtedness for the purposes of calculating Priority
Debt) or Net Debt using fair value (as may be permitted by IAS 39, “Financial
Instruments: Recognition and Measurement,” or any similar accounting standard)
shall be disregarded, and such calculation of financial covenant compliance
shall be performed as if such election had not been made.


 


10.10                 Change
of Business.


 


The
Company shall procure that no substantial change is made to the general nature
of the business of the Company or the Group from that carried on at the date of
this Agreement, where such change is reasonably likely to have a Material
Adverse Effect.


 


11                                  EVENTS
OF DEFAULT.


 


An
“Event of Default” shall exist if any of
the following conditions or events shall occur and be continuing:


 


(a)                                  the Company
defaults in the payment of any principal, Make-Whole Amount, Modified
Make-Whole Amount, if any, on any Note when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or
otherwise; or


 


(b)                                 the Company
defaults in the payment of any interest on any Note or any amount payable
pursuant to Section 13 for more than five Business Days after the same becomes
due and payable; or


 


(c)                                  the Company
defaults in the performance of or compliance with any term contained in Section
7.1(e) or 9.7, or any term contained in Section 10 (to the extent such Default
is not susceptible to cure); or


 


33

















 


(d)                                 the Company or any
Subsidiary Guarantor defaults in the performance of or compliance with any term
contained herein (other than those referred to in paragraphs (a), (b) and (c) of
this Section 11) or in any other Financing Document to which it is a party and
such default is not remedied within 30 days after the earlier of (i) a Senior
Financial Officer of the Company obtaining actual knowledge of such default and
(ii) the receipt of written notice of such default from any holder of a Note
(any such written notice to be identified as a “notice of default” and to refer
specifically to this paragraph (d) of Section 11); or


 


(e)                                  any
representation or warranty made in writing by or on behalf of the Company or
any Subsidiary Guarantor in any Financing Document to which it is a party
proves to have been false or incorrect in any material respect on the date as
of which made; or


 


(f)                                    the Company or
any Subsidiary is in default (as principal or as guarantor or other surety) in
the payment of any principal or premium or make-whole amount or interest on any
Indebtedness that is outstanding in an aggregate principal amount of at least
U.S.$25,000,000 (or its equivalent in the relevant currency of payment) beyond
any period of grace provided with respect thereto, or the Company or any Subsidiary
is in default in the performance of or compliance with any term of any evidence
of any Indebtedness in an aggregate outstanding principal amount of at least
U.S.$25,000,000 (or its equivalent in the relevant currency of payment) or of
any mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition such
Indebtedness has become, or has been declared (or one or more Persons are
entitled to declare such Indebtedness to be), due and payable before its stated
maturity or before its regularly scheduled dates of payment; or


 


(g)                                 the Company or
any Material Subsidiary (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in insolvency or
bankruptcy, for liquidation or winding-up, or to take advantage of any
bankruptcy, insolvency, reorganization, readjustment of debt, dissolution,
liquidation, administration, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents
to the appointment of a custodian, receiver, administrative receiver,
administrator, supervisor, liquidator, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, (v) is adjudicated as bankrupt or insolvent or to be liquidated or
wound-up, (vi) shall cease or threaten in writing to cease, or suspend or
threaten in writing to suspend, making payments in respect of its debts and
other obligations or shall cease carrying on all or substantially all of its
business, (vii) shall propose or enter into any composition, scheme of
arrangement or other arrangement for the benefit of its creditors generally or
any class of creditors, (viii) shall apply to a court for an administration
order under the Insolvency Act or any similar statute or (ix) takes corporate
action for the purpose of any of the foregoing; or


 


(h)                                 a court or
governmental authority of competent jurisdiction enters an order appointing,
without consent by the Company or any of its Material Subsidiaries, a


 


34

















 


custodian, receiver,
administrator, administrative receiver, trustee or other officer with similar
powers (including without limitation any curatore fallimentare,
liquidatore, commissario giudiziale or commissario straordinario)
with respect to it or with respect to any substantial part of its property (or
any such Person is appointed by one or more creditors of the Company or any
Material Subsidiary), or constituting an order for relief or approving a
petition for relief or reorganization, or approving or imposing any suspension
or moratorium of payments, or approving any other petition in bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, dissolution,
liquidation, winding-up or other similar law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Company or any of the
Material Subsidiaries, or any such petition shall be filed against the Company
or any Material Subsidiary and such petition shall not be dismissed within 90
days, or all or any substantial part of the property of the Company or any
Material Subsidiary is sequestered by court order and such order remains in
effect for 90 days or more; or


 


(i)                                     a final
judgment or judgments for the payment of money aggregating in excess of U.S.$25,000,000
(or its equivalent in the relevant currency of payment) are rendered against
one or more of the Company and its Subsidiaries and which judgments are not,
within 60 days after entry thereof, bonded, discharged or stayed pending
appeal, or are not discharged within 60 days after the expiration of such stay;


 


(j)                                     the Subsidiary
Guarantee ceases to be in full force and effect with respect to any Subsidiary
Guarantor other than in accordance with its terms or the Company or any such
Subsidiary Guarantor so alleges in writing; or


 


(k)                                  if the
aggregate “amount of unfunded benefit liabilities” (within the meaning of
section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed U.S.$300,000,000 and such underfunding could
reasonably be expected to have a Material Adverse Effect.


 


12                                  REMEDIES
ON DEFAULT, ETC.


 


12.1                        Acceleration.


 


(a)                                  If an Event of
Default with respect to the Company described in paragraph (g) or (h) of
Section 11 has occurred, all the Notes then outstanding shall automatically
become immediately due and payable.


 


(b)                                 If any other
Event of Default has occurred and is continuing, subject to a resolution of the
Required Holders to be taken in accordance with Section 18.1 (to the extent
required by Italian law in effect at such time), the Joint Representative, or
the requisite percentage of Notes specified in Section 18.1, may, by notice or
notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.


 


(c)                                  If any Event of
Default described in paragraph (a) or (b) of Section 11 has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by
such Event of Default may at any time, at its or their option, by notice or
notices to the Company, declare all the Notes held by it or them to be
immediately due


 


35

















 


and payable.  In addition, if (i) any Event of Default
(other than those described in clauses (a) and (b) of Section 11 and Section 12.1(a))
has occurred and is continuing, (ii) the holders of at least one-twentieth of
the aggregate principal amount of the Notes then outstanding have requested the
convening of a Noteholders’ Meeting, and (iii) such Noteholders’ Meeting has
not been convened on or prior to the fifth day after the expiration of the
minimum statutory notice period for such meeting, assuming notice thereof was
given on the date of such request (or on or prior to the fifth day after such
request if there is no such minimum period), then, until the date such
Noteholders’ Meeting shall be convened, each holder of Notes shall have the
right, at any time, at its option, by notice or notices to the Company, to
declare all the Notes then held by it to be immediately due and payable.


 


Upon
any Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the
entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid
interest thereon and (y) the Make-Whole Amount determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived.  The Company acknowledges, and the parties
hereto agree, that each holder of a Note has the right to maintain its
investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Make-Whole
Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.


 


12.2                        Other
Remedies.


 


If
any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for
an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or
otherwise.


 


12.3                        Rescission.


 


At
any time after any Notes have been declared due and payable pursuant to clause
(b) or (c) of Section 12.1, the Required Holders, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes that are
due and payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount, Modified
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any
overdue interest in respect of the Notes, at the Default Rate, (b) all Events
of Default and Defaults, other than non-payment of amounts that have become due
solely by reason of such declaration, have been cured or have been waived
pursuant to Section 18, and (c) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes.  No rescission and


 


36

















 


annulment
under this Section 12.3 will extend to or affect any subsequent Event of Default
or Default or impair any right consequent thereon.


 


12.4                        Waivers
or Election of Remedies, Expenses, etc.


 


No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies.  No right, power or remedy conferred by this
Agreement or by any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.  Without limiting the obligations of the
Company under Section 16.1, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under this
Section 12, including, without limitation, reasonable attorneys’ fees, expenses
and disbursements and any Registration Duty.


 


13                                  TAX
INDEMNIFICATION.


 


All
payments whatsoever under this Agreement and the Notes will be made by the
Company in the currency provided for herein free and clear of, and without
liability for withholding or deduction for or on account of, any present or
future Taxes of whatever nature imposed or levied by or on behalf of any
jurisdiction other than the United States of America or The Netherlands (or any
political subdivision or taxing authority of or in either such jurisdiction)
(hereinafter a “Taxing Jurisdiction”), unless the
withholding or deduction of such Tax is compelled by law.


 


If
any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any
time be required in respect of any amounts to be paid by the Company under this
Agreement or the Notes, the Company will pay to the relevant Taxing
Jurisdiction the full amount required to be withheld, deducted or otherwise
paid before penalties attach thereto or interest accrues thereon and pay to
each holder of a Note such additional amounts as may be necessary in order that
the net amounts paid to such holder pursuant to the terms of this Agreement or
the Notes after such deduction, withholding or payment (including, without
limitation, any required deduction or withholding of Tax on or with respect to
such additional amount) (the “Additional Amounts”),
shall be not less than the amounts then due and payable to such holder under
the terms of this Agreement or the Notes before the assessment of such Tax, provided that no payment of any Additional Amounts shall be
required to be made for or on account of:


 


(a)                                  any Tax that
would not have been imposed but for the existence of any present or former
connection between such holder (or a fiduciary, settlor, beneficiary, member
of, shareholder of, or possessor of a power over, such holder, if such holder
is an estate, trust, partnership or corporation or any Person other than the
holder to whom the Notes or any amount payable thereon is attributable for the
purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding
of the relevant Note or the receipt of payments thereunder or in respect
thereof, including, without limitation, such holder (or such other Person
described in the above parenthetical) being or having been a citizen or
resident thereof, or being or having been present or engaged in trade or
business therein


 


37

















 


or having or having had an
establishment, office, fixed base or branch therein, provided
that this exclusion shall not apply with respect to a Tax that would not have
been imposed but for the Company, after the date of the Closing, opening an
office in, moving an office to, reincorporating in, or changing the Taxing
Jurisdiction from or through which payments on account of this Agreement or the
Notes are made to, the Taxing Jurisdiction imposing the relevant Tax;


 


(b)                                 any Tax that
would not have been imposed but for the delay or failure by such holder
(following a written request by the Company) in the filing with the relevant
Taxing Jurisdiction of Forms (as defined below) that are required to be filed
by such holder to avoid or reduce such Taxes (including for such purpose any
refilings or renewals of filings that may from time to time be required by the
relevant Taxing Jurisdiction), and in all circumstances in which (following a
written request by the Company) the formalities to obtain an exemption from imposta sosutiva or any alternative future system of
deduction or withholding set forth in Italian Legislative Decree No. 239 of 1st
April, 1996 have not been complied with, except where such formalities have not
been complied with due to the actions or inactions of the Company, provided that the filing of such Forms and the compliance
with such formalities would not (in such holder’s reasonable judgment) impose
any unreasonable burden (in time, resources or otherwise) on such holder or
result in any confidential or proprietary income tax return information being
revealed, either directly or indirectly, to any Person and such delay or
failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have
satisfied the requirements of this clause (b) by becoming a party to the
Depository Agreement and complying with the terms thereof (including, without
limitation, procedures for deposit of the Notes and delivery of a completed
Exemption Form); or


 


(c)                                  any combination
of clauses (a) and (b) above;


 


and
provided further that in no event shall
the Company be obligated to pay any Additional Amounts to any holder of a Note
(i) not resident in the United States of America, The Netherlands or any other
jurisdiction in which an original Purchaser is resident for tax purposes on the
date of the Closing in excess of the amounts that the Company would be
obligated to pay if such holder had been a resident of the United States of
America, The Netherlands or such other jurisdiction, as applicable, for
purposes of, and eligible for the benefits of, any double taxation treaty from
time to time in effect between the United States of America, The Netherlands or
such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any
holder of a Note registered in the name of a nominee if under the law of the
relevant Taxing Jurisdiction (or the current regulatory interpretation of such
law) securities held in the name of a nominee do not qualify for an exemption
from the relevant Tax and the Company shall have given timely notice of such
law or interpretation to such holder.


 


By
acceptance of any Note, the holder of such Note agrees, subject to the
limitations of clause (b) above, that it will from time to time with reasonable
promptness (x) duly complete and deliver to or as reasonably directed by the
Company all such forms, certificates, documents and returns provided to such
holder by the Company (which, on the date of the Closing, consists solely of
the Exemption Form and related documentation and affidavits contemplated by the


 


38

















 


Depository
Agreement and the instructions for completing the same and are referred to
herein collectively as the “Depository Agreement Forms”)
required to be filed by or on behalf of such holder in order to avoid or reduce
any such Tax pursuant to the provisions of an applicable statute, regulation or
administrative practice of the relevant Taxing Jurisdiction or of a tax treaty
between the United States or The Netherlands and such Taxing Jurisdiction
(collectively, together with instructions for completing the same, “Forms”) and (y) provide the Company with such information
with respect to such holder as the Company may reasonably request in order to
complete any such Forms, provided that
the Company shall have provided such Forms (and/or made such request for
information) at least 60 days prior to the time such Forms are required to be
filed (or, in the case of a subsequent holder of Notes, within 21 days after
the date on which the relevant Notes are delivered to the Company under Section
14.2 for registration of transfer or exchange) or information required to be
delivered in order to avoid the imposition of withholding or deductions for
Taxes that would give rise to liability of the Company hereunder for payment of
Additional Amounts, and provided further
that nothing in this Section 13 shall require any holder to provide information
with respect to any such Form or otherwise if in the opinion of such holder
such Form or disclosure of information would involve the disclosure of tax
return or other information that is confidential or proprietary to such holder,
and provided further that each such holder
shall be deemed to have complied with its obligation under this paragraph with
respect to (a) all Depository Agreement Forms if it shall have become a party
to the Depository Agreement and complied with the terms thereof (including,
without limitation, procedures for deposit of the Notes and delivery of a
completed Exemption Form), and (b) any other Form if such Form shall have been
duly completed and delivered by such holder to the Company or mailed to the
appropriate taxing authority, whichever is applicable, within 60 days following
a written request of the Company (which request shall be accompanied by copies
of such Form and English translations of any such Form not in the English
language) and, in the case of a transfer of any Note, at least 90 days prior to
the relevant Interest Payment Date.


 


In
connection with the transfer of any Note, the Company will furnish the
transferee of such Note with copies of any Forms (including, without
limitation, the Depository Agreement Forms) then required and English
translations thereof.  Such Forms shall
be completed by the transferee of any Note at least 90 days prior to the
relevant Interest Payment Date.


 


If
any payment is made by the Company to or for the account of the holder of any
Note after deduction for or on account of any Taxes, and increased payments are
made by the Company pursuant to this Section 13, then, if such holder at its
sole discretion determines that it has received or been granted a refund of
such Taxes, such holder shall, to the extent that it can do so without
prejudice to the retention of the amount of such refund, reimburse to the
Company such amount as such holder shall, in its sole discretion, determine to
be attributable to the relevant Taxes or deduction or withholding.  Nothing herein contained shall interfere with
the right of the holder of any Note to arrange its tax affairs in whatever
manner it thinks fit and, in particular, no holder of any Note shall be under
any obligation to claim relief from its corporate profits or similar tax
liability in respect of such Tax in priority to any other claims, reliefs,
credits or deductions available to it or (other than as set forth in clause (b)
above) oblige any holder of any Note to disclose any information relating to
its tax affairs or any computations in respect thereof.


 


39

















 


The
Company will furnish the holders of Notes, promptly and in any event within 60
days after the date of any payment by the Company of any Tax in respect of any
amounts paid under this Agreement or the Notes, the original tax receipt issued
by the relevant taxation or other authorities involved for all amounts paid as
aforesaid (or if such original tax receipt is not available or must legally be
kept in the possession of the Company, a duly certified copy of the original
tax receipt or any other reasonably satisfactory evidence of payment), together
with such other documentary evidence with respect to such payments as may be
reasonably requested from time to time by any holder of a Note.


 


If
the Company is required by any applicable law, as modified by the practice of
the taxation or other authority of any relevant Taxing Jurisdiction, to make
any deduction or withholding of any Tax in respect of which the Company would
be required to pay any Additional Amount under this Section 13, but for any
reason does not make such deduction or withholding with the result that a
liability in respect of such Tax is assessed directly against the holder of any
Note, and such holder pays such liability, then the Company will promptly
reimburse such holder for such payment (including any related interest or
penalties to the extent such interest or penalties arise by virtue of a default
or delay by the Company) upon demand by such holder accompanied by an official
receipt (or a duly certified copy thereof) issued by the taxation or other
authority of the relevant Taxing Jurisdiction.


 


If
the Company makes payment to or for the account of any holder of a Note and
such holder is entitled to a refund of the Tax to which such payment is
attributable upon the making of a filing (other than a Form described above),
then such holder shall, as soon as practicable after receiving written request
from the Company (which shall specify in reasonable detail and supply the
refund forms to be filed) use reasonable efforts to complete and deliver such
refund forms to or as directed by the Company, subject, however, to the same
limitations with respect to Forms as are set forth above.


 


The
obligations of the Company under this Section 13 shall survive the payment or
transfer of any Note and the provisions of this Section 13 shall also apply to
successive transferees of the Notes.


 


14                                  REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES.


 


14.1                        Registration
of Notes.


 


The
Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes, in accordance with Article
2421 of the Italian Civil Code.  The name
and address of each holder of one or more Notes, each transfer thereof and the
name and address of each transferee of one or more Notes shall be registered in
such register.  Prior to due presentment
for registration of transfer, the Person in whose name any Note shall be
registered shall be deemed and treated as the owner and holder thereof for all
purposes hereof, and the Company shall not be affected by any notice or
knowledge to the contrary.  The Company
shall give to any holder of a Note that is an Institutional Investor (the “Requesting Holder”) promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.  For such purpose, each holder
of Notes hereby irrevocably authorizes the Company to provide its name and
address to the Requesting Holder. 
Furthermore, a register for


 


40

















 


recording
of minutes of and resolutions adopted and considered at Noteholders’ Meetings
pursuant to Section 18 shall be held at the registered office of the Company.


 


14.2                        Transfer
and Exchange of Notes.


 


Upon
surrender of any Note at the principal executive office of the Company for
registration of transfer or exchange (and in the case of a surrender for
registration of transfer, duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name,
address and other details for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Company’s expense
(except as provided below), one or more new Notes of the same Series (as
requested by the holder thereof) in exchange therefor, in an aggregate
principal amount equal to the unpaid principal amount of the surrendered
Note.  Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of Note for such Series set forth in Exhibit 1(a)(i) or Exhibit
1(a)(ii), as the case may be.  Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of
any such transfer of Notes.  Notes shall
not be transferred in denominations of less than €100,000, provided
that if necessary to enable the registration of transfer by a holder of its
entire holding of Notes, one Note may be in a denomination of less than
€100,000.


 


Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have (i) made the representation set forth in
Section 6.2 and agreed to the covenant set forth in Section 6.3, (ii) become a
party to the Noteholder Voting Agreement and (iii) unless such transferee has
elected at the time of each transfer, by written notice to all parties to the
Depository Agreement, not to be a party to such agreement, such transferee
shall be deemed to have agreed to be a party to the Depository Agreement.  Without limitation of the foregoing, (a) each
such transferee shall execute a joinder to the Noteholder Voting Agreement in
the form attached hereto as Exhibit 14.2(a) (a “Noteholder
Voting Agreement Joinder”) and shall deliver a copy thereof to each
other holder Notes and (b) unless a transferee has made the election not to
become a party to the Depository Agreement, such transferee shall comply with
the transfer procedures set forth in Section 2.02(a) of the Depository
Agreement, including, without limitation, the execution of a joinder to the
Depository Agreement in the form attached hereto as Exhibit 14.2(b) (a “Depository Agreement Joinder”) and the delivery thereof to
the Fiscal Agent, the Custodian and the Depository.


 


14.3                        Replacement
of Notes.


 


Upon
receipt by the Company of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Note (which evidence
shall be, in the case of an Institutional Investor, notice from such
Institutional Investor of such ownership and such loss, theft, destruction or
mutilation), and


 


(a)                                  in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee
for, an


 


41

















 


original purchaser of a Note
or another holder of a Note with a minimum net worth of at least
U.S.$50,000,000, such Person’s own unsecured agreement of indemnity shall be
deemed to be satisfactory), or


 


(b)                                 in the case of
mutilation, upon surrender and cancellation thereof,


 


the
Company at its own expense shall execute and deliver, in lieu thereof, a new
Note of the same Series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.


 


15                                  PAYMENTS
ON NOTES.


 


15.1                        Place
of Payment.


 


Subject
to Section 15.2, payments of principal, Make-Whole Amount, Modified Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be
made in at the principal office of the Fiscal Agent.  The Company may at any time, by notice to
each holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.


 


15.2                        Home
Office Payment.


 


So
long as any Purchaser or its nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 15.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, Modified Make-Whole Amount or Additional Amount,
if any, and interest by the method and at the address specified for such
purpose below such Purchaser’s name in Schedule A, or by such other
method or at such other address as such Purchaser shall have from time to time
specified to the Company in writing for such purpose, upon endorsement or
presentment and surrender of such Note or the relevant Coupon as provided in
Section 8.5(b).  Upon written request of
the Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 15.1. 
Prior to any sale or other disposition of any Note held by a Purchaser
or its nominee, such Purchaser will, at its election, either endorse thereon
the amount of principal paid thereon and the last date to which interest has
been paid thereon or surrender such Note to the Company in exchange for a new
Note or Notes pursuant to Section 14.2. 
The Company will afford the benefits of this Section 15.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by a Purchaser under this Agreement and that has made the same
agreement relating to such Note as the Purchasers have made in this Section 15.2.


 


42
















 


16                                  EXPENSES,
ETC.


 


16.1                        Transaction
Expenses.


 


Whether
or not the transactions contemplated hereby are consummated, the Company will
pay all reasonable costs and expenses (including reasonable attorneys’ fees of
a single special U.S. counsel and a single special Italian counsel) incurred by
the Joint Representative in connection with its capacity as Joint
Representative pursuant to Section 18 of this Agreement and each Purchaser or
other holder of a Note in connection with such transactions and in connection
with any amendments, waivers or consents under or in respect of the Financing
Documents (whether or not such amendment, waiver or consent becomes effective),
or any action (or contemplated action) to be taken in respect of such
documents, including, without limitation: (a) the costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend)
any rights under the Financing Documents, including, without limitation, any
costs and expenses associated with enforcing in Italy or any other jurisdiction
any judgment obtained in the United States against any Obligor, (b) any
registration tax, stamp duty tax or other similar tax, duty or charges incurred
in relation to any Financing Document, or in responding to any subpoena or
other legal process or informal investigative demand issued in connection with
any Financing Document, or by reason of being a holder of any Note or
depositing amounts in the fund described in Section 18.1(d), (c) the costs and
expenses of no more than two financial advisors and two reporting accountants
in each jurisdiction where any Obligor primarily conducts business, incurred in
connection with the insolvency or bankruptcy of the Company or any Subsidiary
or in connection with any work-out or restructuring of the transactions
contemplated by the Financing Documents, (d) the reasonable travel, lodging and
related out-of-pocket costs and expenses of (i) a representative (including any
proxy) of each holder of Notes if its presence at any Noteholders’ Meeting is
required and/or (ii) the Joint Representative incurred in connection with
attending Noteholders’ Meetings held pursuant to Section 18, (e) all reasonable
fees and disbursements of the holders of the Notes in determining whether a
Noteholders’ Meeting shall be convened to consider any matter relating to the
Group (or any member thereof) or any Financing Document, (f) amounts to
reimburse the Joint Representative or any holder of Notes on demand for all
expenditures made by such Persons to perform or discharge any obligations that
they reasonably determine, in their sole discretion, that any Obligor should
have performed pursuant to this Agreement and the other Financing Documents and
(g) the fees and costs incurred in connection with the initial filing of this
Agreement and all related documents and financial information with the SVO in
an amount not to exceed $4,000, and all subsequent annual and interim filings
of documents and financial information related to this Agreement with the SVO
in an amount not to exceed $4,000 per annum.  The Company will pay, and will save the Joint
Representative, each Purchaser and each other holder of a Note harmless from,
all claims in respect of any fees, costs or expenses if any, of brokers and
finders (other than those, if any, retained by such Purchasers or other holder
in connection with its purchase of Notes), and will pay all fees, costs and
expenses of each Custodial Agent (as defined in the Depository Agreement), the
Custodian, the Depository and the Fiscal Agent (and, for the avoidance of
doubt, all fees, costs and expenses of any holder of Notes owing to such
Persons in connection with the arrangements contemplated by the Depository
Agreement, including the costs and expenses associated with opening and maintaining
any accounts in connection therewith) and all indemnities payable under the
Depository Agreement and the Noteholder Voting Agreement.


 


43

















 


16.2                        Certain
Taxes.


 


The
Company agrees to pay all stamp, documentary or similar taxes or fees which may
be payable in respect of the execution and delivery or the enforcement of the
Financing Documents or the execution and delivery (but not the transfer) or the
enforcement of any of the Notes in the United States or Italy or of any
amendment of, or waiver or consent under or with respect to, any Financing
Document, and to pay any value added tax due and payable in respect of
reimbursement of costs and expenses by the Company pursuant to this Section 16,
and will save each holder of a Note to the extent permitted by applicable law
harmless against any loss or liability resulting from nonpayment or delay in
payment of any such tax or fee required to be paid by the Company hereunder.


 


16.3                        Survival.


 


The
obligations of the Company under this Section 16 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of any provision of
the Financing Documents, and the termination of this Agreement.


 


17                                  SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.


 


All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the Notes, the purchase or transfer by any
Purchaser of any Note or portion thereof or interest therein and the payment of
any Note, and may be relied upon by any subsequent holder of a Note, regardless
of any investigation made at any time by or on behalf of such Purchaser or any
other holder of a Note.  All statements
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant to any Financing Document shall be deemed representations
and warranties of the Company under this Agreement.  Subject to the preceding sentence, the
Financing Documents embody the entire agreement and understanding between each
Purchaser and the Company, and supersede all prior agreements and
understandings relating to the subject matter hereof.


 


18                                  AMENDMENT
AND WAIVER.


 


18.1                        Meetings
of Holders.


 


Subject
to Section 18.3, to the extent required by Article 2415 of the Italian Civil
Code, any decisions relating to the following matters: (a) appointment and
removal of a Joint Representative, (b) amendments to the terms and conditions
of this Agreement and/or the Notes (subject to Section 18.3), (c) motions for
composition or other similar insolvency proceedings, (d) establishment of a
fund for the expenses necessary for the protection of common interests and (e) any
“matters of common interest” of the holders of Notes (including, without
limitation any acceleration of the maturity of the Notes that must be effected
by two or more such holders acting in concert), shall be made at a meeting of
the holders of Notes (a “Noteholders’ Meeting”)
to be convened by the directors of the Company or, if already appointed, by the
Joint Representative (i) when they deem it necessary or (ii) when requested by
holders of Notes representing at least one-twentieth of the aggregate principal
amount of the Notes then outstanding. 
The Noteholders’ Meeting shall be validly held if: (i) in the case of
First Call (as


 


44

















 


defined
in Schedule 18.1) there are one or more Persons present (including proxies)
holding Notes, Voting Certificates or Block Voting Instructions, which hold or
represent in aggregate at least half of the principal amount of the Notes for
the time being outstanding; (ii) in case of Second Call (as defined in Schedule
18.1) there are one or more Persons present (including proxies) holding Notes,
Voting Certificates or Block Voting Instructions which hold or represent in
aggregate more than one third of the principal amount of the Notes for the time
being outstanding; (iii) in case of Third Call (as defined in Schedule 18.1)
there are one or more Persons present (including proxies) holding Notes, Voting
Certificates or Block Voting Instructions, which hold or represent in aggregate
at least one fifth of the principal amount of the Notes for the time being
outstanding, provided that in relation to a meeting held to consider a Reserved
Matter (as defined in Schedule 18.1), the necessary quorum shall always be at
least one half of the aggregate principal amount of the Notes for the time
being outstanding.  Except as set forth
in Section 18.3, the approval of at least two-thirds of the aggregate principal
amount of the Notes, Voting Certificates or Block Voting Instructions held by
holders of Notes attending the Noteholders’ Meeting in person or by proxy shall
be sufficient to approve any resolution of the holders of Notes.  All Noteholders’ Meetings under this Section 18.1
shall take place in New York, New York or Milan, Italy and shall be conducted
as described in Schedule 18.1, as amended from time to time in
accordance with Italian law as specified in such Schedule.  To the extent required by Italian law,
separate Noteholders’ Meetings may be held for each Series of Notes.


 


18.2                        Joint
Representative.


 


Pursuant
to Article 2417 of the Italian Civil Code, a joint representative of the
holders of Notes (the “Joint Representative”)
may be appointed at a Noteholders’ Meeting in order to represent the holders’
interests hereunder and to effect the resolutions duly adopted at Noteholders’
Meetings convened pursuant to Section 18.1. 
The Joint Representative may also be appointed by any holder of the
Notes to serve as a proxy for such holder. 
In order to serve as proxy, to the extent required by Italian law then
in effect, the Person being appointed as a proxy (including, without
limitation, the Joint Representative if so appointed) must attend Noteholders’
Meetings in possession of the original Notes, Voting Certificates or Block
Voting Instructions of registered holders for which the Joint Representative or
such other Person has been designated as proxy. 
To the extent required by Italian law, a Joint Representative may be
appointed by the holders of each Series of Notes; the same Person may be
appointed as Joint Representative for both Series.


 


18.3                        Requirements.


 


This
Agreement and the Notes may be amended, and the observance of any term hereof
or of the Notes may be waived (either retroactively or prospectively), with
(and only with) the approval of the holders by resolution adopted in accordance
with the procedures set forth in Schedule 18.1 and the written consent
of the Company, except that no amendment or waiver which may constitute a
Reserved Matter (as defined in Schedule 18.1) will be effective as to any
holder of the Notes unless such amendment or waiver is approved by the
Noteholders’ Meeting with a majority of at least one half of the aggregate
principal amount of the Notes for the time being outstanding, in accordance
with the procedures set forth in Schedule 18.1.


 


45

















 


18.4                        Solicitation
of Holders of Notes.


 


(a)                                  Solicitation.  The Company will provide each holder of the
Notes (irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes.  The Company will
deliver executed or true and correct copies of each amendment, waiver or
consent effected pursuant to the provisions of this Section 18 to each holder
of outstanding Notes promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite holders of
Notes.


 


(b)                                 Payment.  The Company will not directly or indirectly
pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security or provide other
credit support, to any holder of Notes as consideration for or as an inducement
to the entering into by any holder of Notes of any waiver or amendment of any
of the terms and provisions hereof unless such remuneration is concurrently
paid, or security is concurrently granted or other credit support concurrently
provided, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.


 


18.5                        Binding
Effect, etc.


 


Any
amendment or waiver consented to as provided in this Section 18 applies equally
to all holders of Notes and is binding upon them and upon each future holder of
any Note and upon the Company without regard to whether such Note has been
marked to indicate such amendment or waiver. 
No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or
waived or impair any right consequent thereon. 
No course of dealing between any Obligor and the holder of any Note nor
any delay in exercising any rights hereunder or under any Note shall operate as
a waiver of any rights of any holder of such Note.  As used herein, the term “this Agreement” and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.


 


18.6                        Notes
held by Company, etc.


 


Solely
for the purpose of determining whether the holders of the requisite percentage
of the aggregate principal amount of Notes then outstanding approved or
consented to any amendment, waiver or consent to be given under this Agreement
or the Notes, or have directed the taking of any action provided herein or in
the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding
(including, without limitation, calling a Noteholders’ Meeting) or for the
purpose of determining a quorum at Noteholders’ Meetings called pursuant to
Section 18.1, Notes directly or indirectly owned by the Company or any of its
Subsidiaries or other Affiliates shall be deemed not to be outstanding.


 


46

















 


19                                  NOTICES;
ENGLISH LANGUAGE.


 


All
notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of such
notice by a recognized international commercial delivery service (charges
prepaid), or (b) by a recognized international commercial delivery service
(with charges prepaid).  Any such notice
must be sent:


 


(a)                                  if to a
Purchaser or its nominee, to such Purchaser or nominee at the address specified
for such communications in Schedule A, or at such other address as such
Purchaser or nominee shall have specified to the Company in writing;


 


(b)                                 if to any other
holder of any Note, to such holder at such address as such other holder shall
have specified to the Company in writing;


 


(c)                                  if to the
Company, to the Company at its address set forth at the beginning hereof to the
attention of Enrico Cavatorta, or at such other address as the Company shall
have specified to the holder of each Note in writing;


 


(d)                                 if to the
Fiscal Agent, to such Person at its address listed in Schedule C1 or at
such other address as such Person shall have specified to the Company and each
holder of Notes in writing;


 


(e)                                  if to the
Depository, to such Person at its address listed in Schedule C2 or at such
other address as such Person shall have specified to the Company and each
holder of Notes in writing; or


 


(f)                                    if to the
Custodian, to such Person at its address listed in Schedule C3 or at
such other address as such Person shall have specified to the Company and each
holder of Notes in writing.


 


Notices
under this Section 19 will be deemed given only when actually received.


 


Each
document, instrument, financial statement, report, notice or other
communication delivered in connection with this Agreement shall be in English
or accompanied by an English translation thereof.


 


This
Agreement and the Notes have been prepared and signed in English and the
parties hereto agree that the English version hereof and thereof (to the
maximum extent permitted by applicable law) shall be the only version valid for
the purpose of the interpretation and construction hereof and thereof
notwithstanding the preparation of any translation into another language hereof
or thereof, whether official or otherwise or whether prepared in relation to
any proceedings which may be brought in Italy or any other jurisdiction in
respect hereof or thereof.


 


20                                  REPRODUCTION
OF DOCUMENTS.


 


The
Financing Documents and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closing (except the
Notes themselves), and (c)


 


47

















 


financial
statements, certificates and other information previously or hereafter
furnished to any Purchaser, may be reproduced by any Purchaser by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process and such Purchaser may destroy any original document so reproduced.  The Company agrees and stipulates that, to
the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser in the regular course of business) and
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.  This
Section 20 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.


 


21                                  CONFIDENTIAL
INFORMATION.


 


For
the purposes of this Section 21, “Confidential Information”
means information delivered to any Purchaser by or on behalf of the Company or
any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to the Financing Documents that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received by
such Purchaser as being confidential information of the Company or such
Subsidiary, provided that such term does not include
information that (a) was publicly known or otherwise known to such Purchaser
prior to the time of such disclosure, (b) subsequently becomes publicly known
through no act or omission by such Purchaser or any person acting on such
Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than
through disclosure by the Company or any Subsidiary or (d) constitutes
financial statements delivered to such Purchaser under Section 7.1 that are
otherwise publicly available.  Each
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose
Confidential Information to (i) its directors, trustees, officers, employees,
agents, attorneys and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by its Notes), (ii)
its financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 21, (iii) any other holder of any Note, (iv) any
Institutional Investor to which it sells or offers to sell such Note or any
part thereof or any participation therein (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 21), (v) any Person from which it offers to purchase
any security of the Company (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this
Section 21), (vi) any federal or state regulatory authority having jurisdiction
over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar
organization, or any nationally recognized rating agency that requires access
to information about such Purchaser’s investment portfolio, or (viii) any other
Person to which such delivery or disclosure may be necessary or appropriate (w)
to effect compliance with any law, rule, regulation or order applicable to such
Purchaser, (x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which such Purchaser is a party or (z) if an
Event of Default has occurred and is continuing, to the extent such Purchaser
may reasonably determine such delivery and disclosure to be necessary or
appropriate in the enforcement or for


 


48

















 


the
protection of the rights and remedies under the Financing Documents.  Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 21 as though it were a party to this Agreement.  On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company and any Subsidiary
Guarantor embodying the provisions of this Section 21.


 


22                                  SUBSTITUTION
OF PURCHASER.


 


Each
Purchaser shall have the right to substitute any one of its Affiliates as the
purchaser of the Notes that it has agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both such Purchaser and
such Affiliate, shall contain such Affiliate’s agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6.  Upon receipt of such notice, any reference to
such Purchaser in this Agreement (other than in this Section 22), shall be deemed
to refer to such Affiliate in lieu of such original Purchaser.  In the event that such Affiliate is so
substituted as a Purchaser hereunder and such Affiliate thereafter transfers to
such original Purchaser all of the Notes then held by such Affiliate, upon
receipt by the Company of notice of such transfer, any reference to such
Affiliate as a “Purchaser” in this Agreement (other than in this Section 22),
shall no longer be deemed to refer to such Affiliate, but shall refer to such
original Purchaser, and such original Purchaser shall again have all the rights
of an original holder of the Notes under this Agreement.


 


23                                  MISCELLANEOUS.


 


23.1                        Successors
and Assigns.


 


All
covenants and other agreements contained in this Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of
a Note) whether so expressed or not.


 


23.2                        Payments
Due on Non-Business Days.


 


Anything
in this Agreement or the Notes to the contrary notwithstanding, any payment of
principal of or Make-Whole Amount or Modified Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date
other than a Business Day, the payment otherwise due on such maturity date
shall be made on the next succeeding Business Day and shall include the
additional days elapsed in the computation of interest payable on such next
succeeding Business Day.


 


23.3                        Severability.


 


Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability


 


49

















 


without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate
or render unenforceable such provision in any other jurisdiction.


 


For
the avoidance of doubt, all Schedules and Exhibits attached to this Agreement
shall be deemed to be a part hereof.


 


23.4                        Construction.


 


Each
covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.


 


23.5                        Counterparts.


 


This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.


 


23.6                        Governing
Law.


 


This
Agreement (except for provisions regarding Noteholders’ Meetings, appointment
of a Joint Representative, and amendments and waivers, in each case, including
procedures therefor) shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New
York excluding choice-of-law principles of the law of such State that would
permit the application of the laws of a jurisdiction other than such
State.  Provisions regarding Noteholders’
Meetings, appointment of a Joint Representative, and amendments and waivers, in
each case, including procedures therefor, as set forth in Sections 18.1, 18.2
and 18.3 shall be construed and enforced in accordance with the law of Italy.


 


23.7                        Jurisdiction
and Process.


 


The
Company represents and warrants that it is not entitled to immunity from
judicial proceedings and agrees that, if judicial proceedings are brought by
any holder of Notes to enforce any right or remedy under this Agreement or
under any Note, no immunity from such proceedings will be claimed by or on
behalf of the Company or with respect to its property.  With respect to any such suit, action or
proceeding which may be brought by any holder of Notes, the Company hereby
consents to submit to the jurisdiction of any state or federal court of
competent jurisdiction sitting within the area comprising the Southern District
of New York on the date of this Agreement and waives any objection which it may
have to the venue of any such suit, action or proceeding in any such court and
any claim or defense of inconvenient forum. 
The Company has delivered to each Purchaser a true and correct copy of
an instrument by which the Company has irrevocably appointed Luxottica US, with
offices on the date hereof at 44 Harbor Park Drive, Port Washington, NY 11050
as its authorized agent upon which process may


 


50

















 


be
served in any such suit, action or proceeding, and Luxottica US has accepted
such appointment as set forth in section 9 of the Subsidiary Guarantee.  The Company will take any and all action,
including the execution and filing of all such documents and instruments, as
may be necessary to effect and continue the appointment of such agent in full
force and effect, or if necessary by reason of any fact or condition relating
to such agent, to replace such agent (but only after having given notice
thereof to each holder of Notes).  The
Company agrees that service of process upon such agent and written notice of
such service given to the Company shall be deemed in every respect effective
service of process upon the Company in any such suit, action or proceeding in
any such court.  In making the foregoing
appointment and submission to jurisdiction, the Company expressly waives the
benefit of any contrary provisions of foreign law.  Nothing in this Section 23.7 shall affect the
right of any holder of Notes to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against the Company
in any court in which the Company is subject to suit.  THE PARTIES HERETO HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THE FINANCING
DOCUMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH.


 


23.8                        Obligation
to Make Payments in Relevant Currency of Payment.


 


Any
payment on account of an amount that is payable hereunder in the currency of
any jurisdiction (the “Applicable Currency”)
which is made to or for the account of any holder of a Note in lawful currency
of any other jurisdiction (the “Other Currency”)
whether as a result of any judgment or order or the enforcement thereof or the
realization of any security or the liquidation of the Company shall constitute
a discharge of the Company’s obligation, as applicable, under this Agreement or
the Notes only to the extent of the amount of the Applicable Currency which
such holder could purchase in the New York foreign exchange markets with the
amount of the Other Currency in accordance with normal banking procedures at
the rate of exchange prevailing on the first day (other than a Sunday) on which
banks in New York are generally open for business following receipt of the
payment first referred to above.  If the
amount of the Applicable Currency that could be so purchased is less than the
amount of Applicable Currency originally due to such holder, the Company agrees
to the fullest extent permitted by law to indemnify and save harmless such
holder from and against all loss or damage arising out of or as a result of
such deficiency.  This indemnity shall,
to the fullest extent permitted by law, constitute an obligation separate and
independent from the other obligations contained in this Agreement, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by any holder of a Note from time to time and shall
continue in full force and effect notwithstanding any judgment or order for a
liquidated sum in respect of an amount due hereunder or under the Notes or
under any judgment or order.


 


23.9                        Usury.


 


It
is the intention of the parties hereto to comply with all applicable usury
laws, including, without limitation, the usury laws of Italy; accordingly, it
is agreed that notwithstanding any provision to the contrary herein or in the
Notes, or in any of the documents securing payment thereof or otherwise
relating hereto, no such provision shall require the payment or permit the
collection of interest in excess of the highest rate allowed by applicable law,
including, without limitation, the usury laws of Italy (the “Maximum Rate”).  If
any


 


51

















 


interest
in excess of the Maximum Rate is provided for, or shall be adjudicated to be so
provided for, herein or in the Notes or in any of the documents securing
payment thereof or otherwise relating hereto, then in such event:


 


(a)                                  the provisions
of this Section 23.9 shall govern and control;


 


(b)                                 neither the
Company or any Subsidiary Guarantor, nor their respective heirs, legal
representatives, successors or assigns nor any other party liable for payment
on the Notes, shall be obligated to pay the amount of such interest to the
extent that it is in excess of the Maximum Rate;


 


(c)                                  any such excess
with respect to any such Note which may have been collected shall, at the
election of the holder of such Note, be either applied as a credit against the
then unpaid principal amount on such Note or refunded to the Company; and


 


(d)                                 the provisions
hereof and of the Notes and any documents securing payment thereof shall be
automatically reformed so that the effective rate of interest shall be reduced
to the Maximum Rate.  For the purpose of
determining the Maximum Rate, all interest payments with respect hereto shall
be amortized, prorated and spread throughout the full term of the Notes so that
the effective rate of interest thereunder is uniform throughout the term
thereof.


 


23.10                 Additional
Subsidiary Guarantors.


 


If
the Company wishes, from time to time, any of its Subsidiaries to become an
Additional Subsidiary Guarantor, then it shall have such Subsidiary deliver to
each holder (i) an Instrument of Accession executed by such Additional
Subsidiary Guarantor, (ii) one or more legal opinions from independent legal
advisers reasonably acceptable to Required Holders (and for the avoidance of
doubt, Winston & Strawn LLP, as U.S. counsel, and Studio Legale Bonelli
Erede Pappalardo, as Italian counsel, are deemed to be reasonably acceptable
for these purposes), in form and substance reasonably acceptable to Required
Holders, relating to such Additional Subsidiary Guarantor and substantially to
the same effect as those legal opinions delivered on the date of Closing with
respect to the Initial Subsidiary Guarantors and (iii) a certificate of a
Secretary or authorized Director of such Additional Subsidiary Guarantor
substantially to the same effect as delivered on the date of Closing for the
Initial Subsidiary Guarantors in accordance with Section 4.3(d).


 


*  *  * 
*  *


 


52

















 


If
you are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Company, whereupon this
Agreement shall become a binding agreement among you and the Company.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  LUXOTTICA
  GROUP S.p.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  VITO GIANNOLA

  
	
   

  	
  Name:

  	
  Vito
  Giannola

  
	
   

  	
  Title:

  	
  Special
  Authorized Signatory

  



 


53

















 


The
foregoing is hereby


agreed
to as of the


date
thereof.


 


 


	
  ING LIFE INSURANCE AND ANNUITY
  COMPANY

  	
   

  
	
  By:

  	
  ING
  Investment Management LLC, as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTOPHER P. LYONS

  	
   

  
	
   

  	
  Name:

  	
  Christopher
  P. Lyons

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ING USA ANNUITY AND LIFE
  INSURANCE COMPANY

  	
   

  
	
  By:

  	
  ING
  Investment Management LLC, as Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTOPHER P. LYONS

  	
   

  
	
   

  	
  Name:

  	
  Christopher
  P. Lyons

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NATIONALE-NEDERLANDEN
  LEVENSVERZEKERING MAATSCHAPPIJ N.V.

  
	
  By:

  	
  ING
  AM Insurance Companies B.V.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  D.M. VAN VROENHOVEN-PAASSE

  	
   

  
	
   

  	
  Name:

  	
  D.M.
  Van Vroenhoven-Paasse

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M.C.W. VAN MEER

  	
   

  
	
   

  	
  Name:

  	
  M.C.W.
  Van Meer

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 


54
















 


SCHEDULE B


 


DEFINED
TERMS


 


As
used herein, the following terms have the respective meanings set forth below
or set forth in the Section hereof following such term:


 


“Additional Amount” is defined in Section 13.


 


“Additional Subsidiary Guarantor” means any Subsidiary that
voluntarily becomes a Subsidiary Guarantor in accordance with Section 23.10.


 


“Affiliate” means at any time, and with respect to any
Person, (a) any other Person that at such time directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, (b) any Person that beneficially owns or
holds, directly or indirectly, 10% or more of any class of voting or equity
interests of the Company or any Subsidiary, (c) any corporation or other Person
of which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests and (d) in the case of an individual, such Person’s spouse, parent, child,
child’s spouse, grandchild or grandchild’s spouse (each, a “Family Member”) and any trust, corporation or other entity
formed and acting for the benefit of one or more of such Person and the Family
Members.  As used in this definition, “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an
“Affiliate” is a reference to an Affiliate of the Company.


 


“Affiliated Entity” means each Subsidiary of the Company and
any of its or the Company’s respective Controlled Affiliates.


 


“Agreement” is defined in Section 18.5.


 


“Anti-Money Laundering Laws” is defined in Section 5.16(c).


 


“Applicable Currency” is defined in Section 23.8.


 


“Asset Disposition” means, with respect to any Person, any
sale, lease, transfer or other disposition, in a single transaction or a series
of related transactions, of any of its assets or properties, including, without
limitation, the capital stock of its Subsidiaries, other than any sale, lease,
transfer or other disposition:


 


(a)                                 of inventory
held for sale or other dispositions made in the ordinary course of business of
the disposing entity;


 


(b)                                 of assets in
exchange for other assets comparable or superior as to type, value and quality;


 


(c)                                  by any member
of the Group to any other member of the Group;


 


Schedule B-1

















 


(d)                                 permitted
pursuant to Section 10.2 hereof;


 


(e)                                  with the prior
written consent of Required Holders;


 


(f)                                   of obsolete
equipment, inventory, fixtures or other assets not required for the Group’s
business;


 


(g)                                  which is a sale
and leaseback transaction; or


 


(h)                                 comprising the
granting of leases or sub-leases of premises not presently required for the
business of any member of the Group and which are on arm’s length commercial
terms.


 


“Bank Facility Obligor” means a guarantor or co-borrower under
or with respect to the Banking Facility or Facilities.


 


“Banking Act” is defined in Section 6.3(b).


 


“Banking Facility or Facilities” shall mean any bank facility
or facilities to which any of the Company or any Subsidiary is a party that
provides for financing, individually or in the aggregate, in excess of
$200,000,000.


 


“Beneficial Owner” or “beneficially own”
for purposes of the definitions of “Change of Control” and “Affiliate” has the
meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in
effect on the date of the Closing).


 


“Block Voting Instruction” means an English-language document
(together with a translation thereof into Italian language, if required by any
applicable Italian law) issued by the Custodian or the Depository and dated the
date of issuance thereof, in which it is stated:


 


(a)                                 that Notes (not
being Notes in respect of which a Voting Certificate has been issued and is
outstanding in respect of the meeting specified in such document and any
adjournment of such meeting) bearing specified registration numbers have been
deposited with the Custodian or the Depository or (to the satisfaction of the
Custodian or the Depository) are held to its order or under its control and
that none of the Notes will cease to be so deposited or held until the first to
occur of:


 


(i)                                     the conclusion of the
meeting specified in such document or, if applicable, any adjournment thereof;
and


 


(ii)                                  the surrender to the
Custodian or the Depository not less than 48 hours before the time for which
such meeting or any adjournment thereof is convened of the receipt issued by
the Custodian or the Depository in respect of each deposited Note which is to
be released or (as the case may require) the Note or Notes ceasing with the
agreement of the Custodian or the Depository to be held to its order or under
its control and the giving of notice by the Custodian or the Depository to the
Company of the necessary amendment to such document;


 


Schedule B-2

















 


(b)                                 that each Note
so deposited or held is payable to the Person named therein and such Person is
recorded as the owner of the Note on the Company’s register for the
registration and registration of transfers of Notes;


 


(c)                                  that, to the
knowledge of the Custodian or Depository (as the case may be), the Note or
Notes so deposited or held are free of any liens, pledges or encumbrances
whatsoever registered thereon attributing the voting right to a Person
different from such Persons;


 


(d)                                 that each
holder of the Notes so deposited or held has instructed the Custodian or the
Depository that the vote(s) attributable to such Note or Notes should be cast
in a particular way in relation to the resolution or resolutions to be put to
the meeting or any adjournment thereof;


 


(e)                                  the total
number, total nominal amount and the registration numbers (set forth if
available) of the Notes so deposited or held distinguishing with regard to each
such resolution between those in respect of which instructions have been given
that the relevant votes should be cast in favor of the resolution and those in
respect of which instructions have been given that the relevant votes should be
cast against the resolution; and


 


(f)                                   the names of
one or more Persons (each a “proxy”) who is or are authorized and instructed by
such Custodian or the Depository to cast the votes attributable to the Notes so
listed in accordance with the instructions referred to in subparagraph (e) as
set forth in such document, provided that no single proxy may attend and/or
vote on behalf of more than such number of holders of Notes as at any meeting
would exceed the limits specified in Article 2372 of the Italian Civil Code.


 


The
proxies named in any Block Voting Instruction shall for all purposes in
connection with the relevant Noteholders’ Meeting or adjournment thereof be
deemed to be the holder of the Notes to which the Block Voting Instruction
relates and the Custodian or the Depository with which the Notes have been
deposited or the Person holding the same to the order or under the control of
such Custodian or the Depository shall be deemed for those purposes not to be
the holder of those Notes.


 


“Blocked Person” is defined in Section 5.16(a).


 


“Business Day” means any day other than a Saturday, a Sunday
or a day on which commercial banks in New York or Milan are required or
authorized to be closed.


 


“Capital Lease” means, at any time, a lease with respect to
which the lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP.


 


“Change of Control” occurs if any Person or Persons acting in
concert (other than a Qualifying Shareholder), together with Affiliates
thereof, shall in the aggregate, directly or indirectly, control or own
(beneficially or otherwise) more than 50% (by number of shares) of the issued
and outstanding voting stock of the Company.


 


Schedule B-3

















 


“Change of Control Prepayment Offer” is defined in Section 8.8(a).


 


“Closing” is defined in Section 3.


 


“Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations promulgated thereunder from
time to time.


 


“Common Equity” means, with respect to any Person, all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of such Person’s common stock).


 


“Company” is defined in the first paragraph of this
Agreement.


 


“Company Notice” is defined in Section 8.8(a).


 


“Confidential Information” is defined in Section 21.


 


“CONSOB” is defined in Section 6.3(a).


 


“Consolidated Financial Statements” means, at any time, with
respect to the Group, the published audited consolidated financial statements
of the Group prepared in accordance with GAAP in respect of its then most
recently ended financial year.


 


“Consolidated Pro Forma Financial Statements” means, at any
time, with respect to the Group, the published audited consolidated financial
statements of the Group prepared in accordance with GAAP in respect of its then
most recently ended financial year, including, on a pro forma basis, the
relevant results of any Target; provided, however, that the pro
forma inclusion of the relevant results of any Target shall not give pro forma
effect to any actual or anticipated synergies that may arise as a result of the
acquisition of such Target.


 


“Consolidated Quarterly Financial Statements” means, at any
time, with respect to the Group, the quarterly financial statements of the
Group in respect of each of its four then most recently ended financial
quarters (other than the last quarter in a financial year).


 


“Consolidated Quarterly Pro Forma Financial Statements”
means, at any time, with respect to the Group, the quarterly financial
statements of the Group in respect of each of its four then most recently ended
financial quarters (other than the last quarter in a financial year),
including, on a pro forma basis, the relevant results of any Target; provided,
however, that the pro forma inclusion of the relevant results of any
Target shall not give pro forma effect to any actual or anticipated synergies
that may arise as a result of the acquisition of such Target.


 


“Consolidated Shareholders’ Equity” means, as of any date,
the consolidated shareholders’ equity shown on the Consolidated Financial
Statements or Consolidated Quarterly Financial Statements, as the case may be,
most recently delivered to the holders of the Notes.


 


“Controlled Affiliate” means an Affiliate of the Company in
respect of which the Company possesses, directly or indirectly, the power to
direct or cause the direction of the 


 


Schedule B-4

















 


management
and policies of such Affiliate, whether through the ownership of voting
securities, by contract or otherwise.


 


“Coupon” means any interest coupon appertaining to any Note.


 


“Currency Restriction Event” means, in connection with the
assumption by any successor to the Company of the Company’s obligations under
the Financing Documents, pursuant to a merger, consolidation, etc., the
existence of any laws, regulations, rules or statutes, in effect at the time of
such assumption in any jurisdiction from which the successor would be
originating any payments under the Financing Documents that would subject such
payments to any foreign exchange controls or other similar restrictions.


 


“Custodian” means a bank or intermediary that qualifies for
the application of Law 239/96 of Italy, and, subject to such restriction, means
Deutsche Bank Trust Company Americas or its successor or assign appointed by
the Purchasers pursuant to the Depository Agreement.


 


“Debt Prepayment Application” means, with respect to any
Asset Disposition, the application by the Company or any of its Subsidiaries of
all or any portion of the Net Proceeds Amount to permanently prepay any
Indebtedness of the Company or any of its Subsidiaries or any Priority Debt, provided
that, if in the course of such application the Company makes an offer to prepay
outstanding Notes in accordance with Section 8.2 of this Agreement, the
Modified Make-Whole Amount shall be applied for the purposes of such a
prepayment.  If any holder of a Note
fails to accept such offer of prepayment, then, for purposes of the preceding
sentence only, the Company nevertheless will be deemed to have prepaid
Indebtedness in an amount equal to the aggregate principal amount of Notes of
such holder which the Company has offered to prepay.


 


“Default” means an event or condition the occurrence or
existence of which would, with the lapse of time or the giving of notice or
both, become an Event of Default.


 


“Default Rate” means: (a) with respect to the Series G Notes,
that rate of interest that is the greater of (i) 5.75% per annum
or (ii) 2% over the rate of interest publicly announced by Bank of America,
N.A. in New York, New York, as its “base” or “prime” rate; and (b) with respect
to the Series H Notes, that rate of interest that is the greater of (i) 6.25% per annum or (ii) 2% over the rate of interest publicly
announced by Bank of America, N.A. in New York, New York, as its “base” or
“prime” rate.


 


“Depository” means an Italian bank or intermediary that
qualifies for the application of Law 236/96 of Italy, and, subject to such
restriction, means Deutsche Bank S.p.A. or its successor or assign appointed by
the Purchasers pursuant to the Depository Agreement.


 


“Depository Agreement” is defined in Section 4.13.


 


“Depository Agreement Forms” is defined in Section 13.


 


“Depository Agreement Joinder” is defined in Section 14.2.


 


Schedule B-5

















 


“Disposition Value” means, at any time, with respect to any
property or assets:


 


(a)                                 in the case of
property or assets that do not constitute capital stock of any Subsidiary, the
book value thereof, valued at the time of such disposition in good faith by the
Company, and


 


(b)                                 in the case of
property or assets that constitute capital stock of a Subsidiary, an amount
equal to (i) the book value of the assets of the Subsidiary that issued such
stock, multiplied by (ii) the percentage, expressed as a decimal, of the total
outstanding Common Equity of such Subsidiary that is represented by the Common
Equity being sold (assuming, in making such calculations, that all securities
convertible into such Common Equity are so converted and giving effect to all
transactions that would occur or be required in connection with such
conversion) determined at the time of the disposition hereof, in good faith by
the Company.


 


“Dollars” or “U.S.$” or “$” means the lawful currency of the United States of
America.


 


“EBITDA” means, in relation to any Relevant Period or Pro
Forma Relevant Period, as the case may be, the consolidated income from
operations of the Group for that Relevant Period or Pro Forma Relevant Period,
as the case may be, after adding back all amounts deducted from consolidated
income from operations for depreciation, amortization, write-downs of goodwill
and other intangible assets, and extraordinary or non-recurring items.


 


“Electronic Delivery” is defined in Section 7.1(a).


 


“Environment” means living organisms including the ecological
systems of which they form part and the following media:  (a) air (including air within buildings or
natural or man-made structures, whether above or below ground); (b) water (including
territorial, coastal and inland waters, water under or within land and water in
drains and sewers); and (c) land (including land under water).


 


“Environmental Laws” means all laws and regulations of any
relevant jurisdiction which: (a) have as a purpose the protection of, and/or
prevention of harm or damage to, the Environment; (b) provide remedies or
compensation for harm or damage to the Environment; or (c) relate to Hazardous
Substances.


 


“ERISA” means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 


“ERISA Affiliate” means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.


 


“Euro” or “€” means the
unit of single currency of the member states of the European Community that
have adopted the euro as its lawful currency in accordance with legislation of
the European Community relating to Economic Monetary Union.


 


“Event of Default” is defined in Section 11.


 


Schedule B-6

















 


“Event of Illegality” means, in connection with the
assumption by any successor to the Company of the Company’s obligations under
the Financing Documents pursuant to a merger, consolidation, etc., a
determination, in good faith, after consultation with counsel, by any holder of
Notes that at the time of such assumption and by virtue thereof the continued
maintenance of such holder’s interest in its Notes has been made unlawful by
any U.S. law or governmental rule, regulation or order applicable to such
holder.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated
thereunder.


 


“Exemption Form” has the meaning set forth in the Depository
Agreement.


 


“Financial Services Act” is defined in Section 6.3(a).


 


“Financing Documents” means this Agreement, the Notes, the
Subsidiary Guarantee, the Depository Agreement, the Noteholder Voting Agreement
and all agreements and ancillary documents entered into in connection
therewith.


 


“Fiscal Agent” means Deutsche Bank S.p.A., and its successor
or assign appointed by the Company pursuant to the Depository Agreement.


 


“Foreign Pension Plan” means any plan, fund (including
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by the Company
or any one or more of its Subsidiaries primarily for the benefit of employees
of the Company or such Subsidiaries residing outside the United States of
America, which plan, fund or other similar program provides, or results in,
retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.


 


“Forms” is defined in Section 13.


 


“GAAP” means International Financial Reporting Standards, as
issued by the International Accounting Standards Board.


 


“Governmental Authority” means


 


(a)                                 the government
of


 


(i)                                     the United
States of America or any State or other political subdivision thereof, or


 


(ii)                                  Italy or any
political subdivision thereof, or


 


(iii)                               any
jurisdiction in which the Company or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Company
or any Subsidiary, or


 


Schedule B-7

















 


(b)                                 any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.


 


“Group” means the Company and its Subsidiaries, collectively.


 


“Guaranty” means, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:


 


(a)                                 to purchase
such indebtedness or obligation or any property constituting security therefor;


 


(b)                                 to advance or
supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such
indebtedness or obligation;


 


(c)                                  to lease
properties or to purchase properties or services primarily for the purpose of
assuring the owner of such indebtedness or obligation of the ability of any
other Person to make payment of the indebtedness or obligation; or


 


(d)                                 otherwise to assure
the owner of such indebtedness or obligation against loss in respect thereof.


 


In
any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of
such Guaranty shall be assumed to be direct obligations of such obligor.


 


“Hazardous Substance” means any waste, pollutant, contaminant
or other substance (including any liquid, solid, gas, ion, living organism or
noise) that may be harmful to human health or other life or the Environment.


 


“Holder” means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company pursuant
to Section 14.1.


 


“Indebtedness” means any indebtedness for or in respect of
the following (without duplication) if and to the extent any of the following
would appear as a liability on a balance sheet prepared in accordance with
GAAP:


 


(a)                                 moneys
borrowed;


 


(b)                                 any amount
raised by acceptance under any acceptance credit facility;


 


(c)                                  any amount
raised pursuant to any note purchase facility or the issue of bonds, notes,
debentures, loan stock or any similar instrument;


 


Schedule B-8

















 


(d)                                 the amount of
any liability in respect of any lease or hire purchase contract which would, in
accordance with GAAP, be treated as a finance or capital lease;


 


(e)                                  receivables
sold or discounted (other than any receivables to the extent they are sold on a
non-recourse basis);


 


(f)                                   any derivative
transaction entered into in connection with protection against or benefit from
fluctuation in any rate or price relating to Indebtedness (and, when
calculating the value of any derivative transaction, only the marked to market
value shall be taken into account);


 


(g)                                  shares of capital
stock which are required to be redeemed (other than at the option of the
issuer) before the final maturity of the Notes;


 


(h)                                 any
reimbursement obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank or
financial institution (provided that, for all purposes (other than in
relation to the cross default provision) any reimbursement obligation relating
to the obligations of a member of the Group arising in the ordinary course of
its trading for purposes other than to raise finance, shall not be included in
this paragraph (h)); and


 


(i)                                     the amount of
any liability in respect of any guarantee or indemnity for any of the items
referred to in paragraphs (a) to (h) above.


 


“INHAM Exemption” is defined in Section 6.2(e).


 


“Initial Subsidiary Guarantors” means Luxottica S.r.l., a
corporation incorporated in Italy, and Luxottica US.


 


“Insolvency Act” means, with respect to the Company, the
Royal Decree 16 March 1942, n. 267, the Legislative Decree 8 July 1999, n.  270, the Law-Decree 23 December 2003 no. 347,
as converted into law, and any other laws relating to insolvency, or
pre-insolvency, of an Italian company or Person applicable in Italy from time
to time, including, without limitation, EU Regulation n. 1346/2000.


 


“Institutional Investor” means (a) any Purchaser of a Note,
(b) any holder of a Note (together with one or more of its affiliates) holding
more than 5% of the aggregate principal amount of the Notes then outstanding, (c)
any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form, and (d) any Related Fund of any holder of any Note.


 


“Instrument of Accession” means an Instrument of Accession
substantially in the form of Annex B to the form of Subsidiary Guarantee
attached hereto as Exhibit 1(b).


 


“Interest Payment Date” means, subject to Section 23.2, each
of September 15 and March 15 in each year commencing with March 15, 2011.


 


Schedule B-9

















 


“Italian Civil Code” means the Italian Civil Code as enacted
pursuant to the Royal Decree (Regio Decreto) of March 16, 1942, no. 262 and as
subsequently amended.


 


“Italian Stock Exchange” means Borsa Italiana S.p.A.


 


“Joint Representative” is defined in Section 18.2.


 


“Lien” means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or
title of any vendor, lessor, lender or other secured party to or of such Person
under any conditional sale or other title retention agreement or Capital Lease,
upon or with respect to any property or asset of such Person (including in the
case of stock, stockholder agreements, voting trust agreements and all similar
arrangements).


 


“Luxottica US” means Luxottica U.S. Holdings Corp., a
Delaware corporation.


 


“Make-Whole Amount” is defined in Section 8.7.


 


“Material” means material in relation to the business,
financial condition or results of operations of the Group, taken as a whole.


 


“Material Adverse Effect” means a material adverse effect on
(a) the business, financial condition or results of operations of the Group,
taken as a whole, (b) the ability of the Company to perform its material
obligations under any of the Financing Documents, (c) the ability of any
Subsidiary Guarantor to perform its obligations under the Subsidiary Guarantee
or (d) the validity or enforceability of any of the Financing Documents.


 


“Material Subsidiary” means a Subsidiary of the Company the
profits before interest and tax or net assets of which as at the date as at
which its latest annual audited or quarterly consolidated financial statements
were prepared or, as the case may be, for the financial period to which those
financial statements relate account for 5% or more of the consolidated profits
before interest and tax or net assets (respectively) of the Group (all as calculated
by reference to the latest Consolidated Financial Statements or Consolidated
Quarterly Financial Statements (as the case may be)).


 


“Maximum Rate” is defined in Section 23.9.


 


“Modified Make-Whole Amount” is defined in Section 8.7.


 


“Multiemployer Plan” means any Plan that is a “multiemployer
plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC” means the National Association of Insurance
Commissioners or any successor thereto.


 


“NAIC Annual Statement” is defined in Section 6.2(a).


 


Schedule B-10
















 


“Net Debt” means, as of any Relevant Date, the sum of (i) bank
overdrafts, plus (ii) notes payable, plus (iii) current portion of long term debt, plus (iv) long term debt, minus
(v) cash and cash equivalents, minus (vi) restricted
cash.


 


“Net Financial Charges” means, in relation to any Relevant
Period or Pro Forma Relevant Period, as the case may be, the consolidated
amount of interest expense of the Group, minus the
consolidated interest income of the Group.


 


“Net Proceeds Amount” means, with respect to any Asset
Disposition, an amount equal to the following:


 


(a)                                 the aggregate
amount of cash or cash equivalents received by such Person in respect of such
Asset Disposition, minus


 


(b)                                 all ordinary
and reasonable out-of-pocket costs and expenses (including, without limitation,
any investment banking fees, brokerage fees or sales commissions) incurred by
such Person in connection with such Asset Disposition, minus


 


(c)                                  any taxes paid
or payable by such Person as a result of such Asset Disposition, minus


 


(d)                                 appropriate
amounts to be provided by such Person as a reserve, in accordance with GAAP,
against any liability associated with such Asset Disposition, including,
without limitation, liabilities under any indemnification obligations
associated with such Asset Disposition.


 


“Newly-Acquired Subsidiary” is defined in Section 10.4 of the
Note Purchase Agreement.


 


“Noteholder Voting Agreement” means the Noteholder Voting
Agreement dated as of the date of Closing by and among Bingham McCutchen LLP
and each of the Purchasers and acknowledged as to certain sections by the
Company, as amended, restated or otherwise modified from time to time.


 


“Noteholder Voting Agreement Joinder” is defined in Section 14.2.


 


“Noteholders’ Meeting” is defined in Section 18.1.


 


“Notes” is defined in Section 1.


 


“Obligors” means the Company and the Subsidiary Guarantors.


 


“OFAC” is defined in Section 5.16(a).


 


“OFAC Listed Person” is defined in Section 5.16(a).


 


“Officer’s Certificate” means a certificate of a Senior
Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.


 


Schedule B-11

















 


“Other Currency” is defined in Section 23.8.


 


“PBGC” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA or any successor thereto.


 


“Permitted Lien” is defined in Section 10.4.


 


“Person” means an individual, partnership, corporation,
limited liability company, joint venture, association, trust, unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Plan” means an “employee benefit plan” (as defined in
section 3(3) of ERISA) subject to Title I of ERISA that is or, within the
preceding five years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been made or
required to be made, by the Company or any ERISA Affiliate or with respect to
which the Company or any ERISA Affiliate may have any liability.


 


“Prepayment Date” is defined in Section 8.8(a).


 


“Priority Debt” means, without duplication, the aggregate of
(i) all Indebtedness of the Group that is secured by a Lien permitted pursuant
to Section 10.4(b)(xii) of this Agreement (and not permitted by any other
sub-clause in Section 10.4), other than a Lien on the capital stock of either
the Company or any Subsidiary Guarantor, and (ii) Indebtedness of any member of
the Group other than the Company or any Subsidiary that, pursuant to the
Subsidiary Guarantee entered into in accordance with Section 23.10, voluntarily
guarantees the Company’s obligations under this Agreement; provided, however,
that for the purposes of this definition of Priority Debt: (a) the Indebtedness
of any Newly-Acquired Subsidiary shall not be included in the determination of
Priority Debt (nor, for the avoidance of doubt, shall the refinancing of any
such Indebtedness be included in the determination of Priority Debt, but only
to the extent the aggregate principal amount of such Indebtedness is not increased
as a result of such refinancing) so long as such Indebtedness was not incurred
or increased in contemplation of the acquisition and is not increased other
than as permitted by a revolving credit facility or other arrangement entered
into by the Newly-Acquired Subsidiary that is in effect at the time of, and not
entered into in contemplation of, the acquisition; and (b) Indebtedness owing
to the Company or any Wholly-Owned Subsidiary shall not be included in the
determination of Priority Debt.


 


“Pro Forma Relevant Period” means any Relevant Period during
which an acquisition of any Target by a member of the Group is completed.


 


“property” or “properties”
means, unless otherwise specifically limited, real or personal property of any
kind, tangible or intangible, choate or inchoate.


 


“Property Reinvestment Application” means, with respect to
any Asset Disposition, the application of all or any portion of the Net
Proceeds Amount to the acquisition by any member of the Group of property or
assets (including the capital stock of any entity) that replaces the property
or assets that were subject to the Asset Disposition or in property or assets
that will be used or useful in the business or operations of the Group.


 


Schedule B-12

















 


“PTE” is defined in Section 6.2(a).


 


“Purchaser” is defined in the first paragraph of this
Agreement.


 


“QPAM Exemption” is defined in Section 6.2(d).


 


“Qualifying Shareholder” means:


 


(a)                                 Leonardo Del
Vecchio and/or any of his Affiliates;


 


(b)                                 any company
controlled, directly or indirectly, by Leonardo Del Vecchio and/or any of his
Affiliates; or


 


(c)                                  any trust or
other similar entity in which Leonardo Del Vecchio and/or any of his
Affiliates, whether alone or together, own(s) or control(s) all or
substantially all of the beneficial interests.


 


“Registration Duty” means any registration duty, stamp tax or
similar amount payable in connection with the use in an Italian judicial
proceeding (including, without limitation, a judicial proceeding recognizing a
foreign judgment) of this Agreement, the Notes or any other agreement or
document related hereto or thereto or the transactions contemplated herein or
therein.


 


“Regulation No. 11971” is defined in Section 6.3(a).


 


“Related Fund” means, with respect to any holder of any Note,
any fund or entity that (a) invests in securities or bank loans, and (b) is
advised or managed by such holder, the same investment advisor as such holder
or by an affiliate of such holder or such investment advisor.


 


“Relevant Date” means March 31, June 30, September 30 or
December 31 in any year.


 


“Relevant Period” means each period of 12 months ending on a
Relevant Date.


 


“Repurchase Price” is defined in Section 8.8(a).


 


“Requesting Holder” is defined in Section 14.1.


 


“Required Holders” means, at any time, the holder or holders
of a majority in principal amount of the Notes at the time outstanding
(exclusive of Notes then owned by Company or any of its Affiliates).


 


“Responsible Officer” means any Senior Financial Officer and
any other director or officer of the Company with responsibility for the
administration of the relevant portion of this Agreement.


 


“SEC” means the U.S. Securities and Exchange Commission.


 


“Securities Act” means the Securities Act of 1933, as amended
from time to time, and the rules and regulations promulgated thereunder.


 


Schedule B-13

















 


“Senior Financial Officer” means in respect of any Person,
the chief financial officer, finance director, principal accounting officer,
treasurer or comptroller of such Person.


 


“Series” means any of the Series G Notes or Series H Notes,
as the case may be.


 


“Series G Notes” is defined in Section 1(a).


 


“Series H Notes” is defined in Section 1(a).


 


“Solvent” means, with respect to each Initial Subsidiary
Guarantor, that on the date of Closing (i) the fair market value of the assets
of such Initial Subsidiary Guarantor is greater than the total amount of its
liabilities (including contingent liabilities), (ii) the present fair saleable
value of the assets of such Initial Subsidiary Guarantor is greater than the
sum of its stated liabilities and identified contingent liabilities, (iii) such
Initial Subsidiary Guarantor is able to realize upon its assets and pay its
debts and other liabilities, including contingent obligations, as they mature,
(iv) such Initial Subsidiary Guarantor does not have unreasonably small capital
and (v) such Initial Subsidiary Guarantor is not unable to or has not been
deemed to be unable to pay its debts as they fall due.


 


“Source” is defined in Section 6.2.


 


“Subsidiary” means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership, joint venture
or limited liability company if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries (unless such partnership can
and does ordinarily take major business actions without the prior approval of
such Person or one or more of its Subsidiaries). Unless the context otherwise
clearly requires, any reference to a “Subsidiary” is a reference to a
Subsidiary of the Company.


 


“Subsidiary Guarantee” is defined in Section 1(b).


 


“Subsidiary Guarantors” means each of the Initial Subsidiary
Guarantors and any Additional Subsidiary Guarantors.


 


“SVO” means the Securities Valuation Office of the NAIC or
any successor to such Office.


 


“Target” means any company acquired after September 1, 2010
by a member of the Group, and the Subsidiaries of such company, for which the
Company elects to provide, or would otherwise be required to provide pursuant
to Regulation S-X, pro forma financial results in the Consolidated Financial
Statements and Consolidated Quarterly Financial Statements (as the case may
be).


 


Schedule B-14

















 


“Tax” means any tax, levy, impost, duty or other charge or
withholding of a similar nature (including any penalty or interest payable in
connection with any failure to pay or any delay in paying any of the same).


 


“Taxing Jurisdiction” is defined in Section 13.


 


“Total Assets” means, as of the date of any determination,
the consolidated total assets of the Group shown on the Consolidated Financial
Statements or Consolidated Quarterly Financial Statements (as the case may be)
most recently delivered to the holders of the Notes.


 


“USA Patriot Act” means United States Public Law 107-56,
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended from
time to time, and the rules and regulations promulgated thereunder from time to
time in effect.


 


“Voting Certificate” means an English-language certificate
(together with a translation thereof into Italian language, if required by any
applicable Italian law) issued by the Custodian or the Depository and dated the
date of issuance thereof in which it is stated:


 


(a)                                 that on the
date of the certificate, Notes (not being Notes in respect of which a Block
Voting Instruction has been issued and is outstanding in respect of the meeting
specified in such certificate and any adjournment of such meeting) bearing
specified registration numbers have been deposited with the Custodian or the
Depository or (to the satisfaction of the Custodian or the Depository) are held
to its order or under its control and that none of the Notes will cease to be
so deposited or held until the first to occur of:


 


(i)                                     the conclusion
of the meeting specified in such certificate or, if applicable, any adjournment
thereof; and


 


(ii)                                  the surrender
of such certificate to the Custodian or the Depository which issued the same;


 


(b)                                 that the Note
is payable to the Person named therein and such Person is recorded as the owner
of the Note on the Company’s register for the registration and registration of
transfers of Notes;


 


(c)                                  that, to the
knowledge of the Custodian or Depository (as the case may be), the Note or Notes
are free of any liens, pledges or encumbrances whatsoever registered thereon
attributing the voting right to a Person different from such Person; and


 


(d)                                 that, to the
knowledge of the Custodian or Depository (as the case may be), the bearer of
such certificate is entitled to attend and vote at the meeting and any
adjournment thereof in respect of the Notes represented by the certificate.


 


The holder of any Voting Certificate shall for all purposes in
connection with the relevant Noteholders’ Meeting or adjournment thereof be
deemed to be the holder of the Notes to which the Voting Certificate relates
and the Custodian or the Depository with 


 


Schedule B-15

















 


which
the Notes have been deposited or the Person holding the same to the order or
under the control of such Custodian or the Depository shall be deemed for those
purposes not to be the holder of those Notes.


 


“Wholly-Owned Subsidiary” means any Subsidiary all of the
equity interests (except director’s qualifying shares) and voting interests of
which are owned by any one or more of the Company and other Wholly-Owned
Subsidiaries.


 


Schedule B-16

















 


SCHEDULE
4.9


 


Changes in Corporate Structure


 


None.


 


Schedule C2-1
















 


SCHEDULE
5.3


 


Disclosure Materials


 


1.                                       Luxottica Group
S.p.A. annual report on Form 20-F for the fiscal year ended December 31,
2009 (as filed with the U.S. Securities and Exchange Commission on April 29,
2010).


 


2.                                       Press release
of Luxottica Group S.p.A. dated September 1, 2010 relating to its share
buy-back program (as furnished to the U.S. Securities and Exchange Commission
on September 1, 2010).


 


3.                                       Luxottica Group
S.p.A. quarterly report on Form 6-K for the three and six month periods
ended June 30, 2010 (as furnished to the U.S. Securities and Exchange
Commission on August 5, 2010).


 


Schedule 5.3-1

















 


SCHEDULE
5.4


 


Subsidiaries of the Company and
Ownership of Subsidiary Shares


 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Divisa

  Capitale

  Sociale

  	
   

  	
  Share Capital

  	
   

  	
  Number of

  Issued Shares

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  1242
  PRODUCTIONS INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  100,000.00

  	
   

  	
  100,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  AIR
  SUN

  	
   

  	
  SUNGLASS
  HUT TRADING, LLC

  	
   

  	
  MASON

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  70.00

  	
   

  	
  70.00

  	
   

  
	
  ARNETTE
  OPTIC ILLUSIONS INC

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  IRVINE-CALIFORNIA

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  AVANT
  GARDE OPTICS LLC

  	
   

  	
  ARNETTE
  OPTIC ILLUSIONS INC

  	
   

  	
  NEW
  YORK-NY

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BAZOOKA
  INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BEIJING
  SI MING DE TRADING CO LTD

  	
   

  	
  SPV
  ZETA Optical Trading (Beijing) Co Ltd

  	
   

  	
  BEIJING

  	
   

  	
  CNR

  	
   

  	
  30,000.00

  	
   

  	
  30,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BRIGHT
  EYES FRANCHISING PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  600,070.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BRIGHT
  EYES LEASING PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  20.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BRIGHT
  EYES RETAIL PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  110.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BRIGHT
  EYES TRADE MARKS PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  200,100.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BUDGET
  EYEWEAR AUSTRALIA PTY LTD

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  341,762.00

  	
   

  	
  341,762.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  BUDGET
  SPECS (FRANCHISING) PTY LTD

  	
   

  	
  BUDGET
  EYEWEAR AUSTRALIA PTY LTD

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  CENTRE
  PROFESSIONNEL DE VISION USSC INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  TORONTO-ONTARIO

  	
   

  	
  CAD

  	
   

  	
  1.00

  	
   

  	
  99.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  COLE
  VISION SERVICES INC

  	
   

  	
  EYEMED
  VISION CARE LLC

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  10.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  COLLEZIONE
  RATHSCHULER SRL

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  AGORDO

  	
   

  	
  EUR

  	
   

  	
  10,000.00

  	
   

  	
  10,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  DAVID
  CLULOW (OPTICS) LIMITED

  	
   

  	
  OPTIKA
  HOLDINGS LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  DAVID
  CLULOW BRIGHTON LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW COBHAM LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW CROUCH END LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW IRELAND LIMITED

  	
   

  	
  SUNGLASS
  HUT IRELAND LIMITED

  	
   

  	
  DUBLIN
  6

  	
   

  	
  EUR

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  DAVID
  CLULOW LOUGHTON LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW MARLOW LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW NEWBURY LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW OXFORD LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID
  CLULOW RICHMOND LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  



 


Schedule 5.4-1

















 


	
  DAVID
  CLULOW WIMBLEDON LIMITED

  	
   

  	
  OPTIKA
  LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  ECOTOP
  PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  10,100.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  ENTERPRISES
  OF LENSCRAFTERS LLC

  	
   

  	
  LUXOTTICA
  RETAIL NORTH AMERICA INC

  	
   

  	
  MARION-OHIO

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  EYE
  SAFETY SYSTEMS INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  DOVER

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  EYEBIZ
  LABORATORIES PTY LIMITED

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  5.00

  	
   

  	
  10.00

  	
   

  	
  30.00

  	
   

  	
  30.00

  	
   

  
	
  EYEMED
  INSURANCE COMPANY

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  PHOENIX
  - ARIZONA

  	
   

  	
  USD

  	
   

  	
  250,000.00

  	
   

  	
  250,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  EYEMED
  VISION CARE IPA LLC

  	
   

  	
  EYEMED
  VISION CARE LLC

  	
   

  	
  NEW
  YORK-NEW YORK

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  EYEMED
  VISION CARE LLC

  	
   

  	
  LUXOTTICA
  RETAIL NORTH AMERICA INC

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  EYEXAM
  OF CALIFORNIA INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  LOS
  ANGELES-CALIFORNIA

  	
   

  	
  USD

  	
   

  	
  10.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  FIRST
  AMERICAN ADMINISTRATORS INC

  	
   

  	
  EYEMED
  VISION CARE LLC

  	
   

  	
  PHOENIX-ARIZONA

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  GIBB
  AND BEEMAN PTY LIMITED

  	
   

  	
  OPSM
  GROUP PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  399,219.00

  	
   

  	
  798,438.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  GUANGZHOU
  MING LONG OPTICAL TECHNOLOGY CO LTD

  	
   

  	
  LUXOTTICA
  LEASING SRL

  	
   

  	
  GUANGZHOU
  CITY

  	
   

  	
  CNR

  	
   

  	
  140,500,000.00

  	
   

  	
  140,500,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  IACON
  INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  SCOTTSDALE

  	
   

  	
  USD

  	
   

  	
  5,000.00

  	
   

  	
  5,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LAUBMAN
  AND PANK PTY LTD

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  2,370,448.00

  	
   

  	
  4,740,896.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LENSCRAFTERS
  INTERNATIONAL INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  MARION-OHIO

  	
   

  	
  USD

  	
   

  	
  500.00

  	
   

  	
  5.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LRE
  LLC

  	
   

  	
  LUXOTTICA
  RETAIL NORTH AMERICA INC

  	
   

  	
  MARION-OHIO

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  (CHINA) INVESTMENT CO LTD

  	
   

  	
  LUXOTTICA
  TRADING AND FINANCE LIMITED

  	
   

  	
  SHANGHAI

  	
   

  	
  USD

  	
   

  	
  40,000,000.00

  	
   

  	
  40,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  (SHANGHAI) TRADING CO., LTD

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  Shanghai

  	
   

  	
  EUR

  	
   

  	
  1,000,000.00

  	
   

  	
  1,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  (SWITZERLAND) AG

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  ZURIGO

  	
   

  	
  CHF

  	
   

  	
  100,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  ARGENTINA SRL

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  BUENOS
  AIRES

  	
   

  	
  ARS

  	
   

  	
  700,000.00

  	
   

  	
  700,000.00

  	
   

  	
  74.57

  	
   

  	
  75.00

  	
   

  
	
  LUXOTTICA
  ARGENTINA SRL

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  BUENOS
  AIRES

  	
   

  	
  ARS

  	
   

  	
  700,000.00

  	
   

  	
  700,000.00

  	
   

  	
  0.43

  	
   

  	
  75.00

  	
   

  
	
  LUXOTTICA
  AUSTRALIA PTY LTD

  	
   

  	
  OPSM
  GROUP PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  1,715,000.00

  	
   

  	
  1,715,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  BELGIUM NV

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  BERCHEM

  	
   

  	
  EUR

  	
   

  	
  62,000.00

  	
   

  	
  100.00

  	
   

  	
  99.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  BELGIUM NV

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  BERCHEM

  	
   

  	
  EUR

  	
   

  	
  62,000.00

  	
   

  	
  100.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  BRASIL PRODUTOS OTICOS E ESPORTIVOS LTDA

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  SAN
  PAOLO

  	
   

  	
  BRL

  	
   

  	
  93,457,587.00

  	
   

  	
  93,457,587.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  BRASIL PRODUTOS OTICOS E ESPORTIVOS LTDA

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  SAN
  PAOLO

  	
   

  	
  BRL

  	
   

  	
  93,457,587.00

  	
   

  	
  93,457,587.00

  	
   

  	
  57.99

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  BRASIL PRODUTOS OTICOS E ESPORTIVOS LTDA

  	
   

  	
  OAKLEY
  CANADA INC

  	
   

  	
  SAN
  PAOLO

  	
   

  	
  BRL

  	
   

  	
  93,457,587.00

  	
   

  	
  93,457,587.00

  	
   

  	
  42.01

  	
   

  	
  100.00

  	
   

  



 


Schedule 5.4-2

















 


	
  LUXOTTICA
  CANADA INC

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  TORONTO-ONTARIO

  	
   

  	
  CAD

  	
   

  	
  200.00

  	
   

  	
  200.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  CENTRAL EUROPE KFT

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  BUDAPEST

  	
   

  	
  HUF

  	
   

  	
  53,000,000.00

  	
   

  	
  53,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  Luxottica
  ExTrA Limited

  	
   

  	
  LUXOTTICA
  TRADING AND FINANCE LIMITED

  	
   

  	
  DUBLINO
  2

  	
   

  	
  EUR

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA FASHION BRILLEN VERTRIEBS GMBH

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  HAAR

  	
   

  	
  EUR

  	
   

  	
  230,081.35

  	
   

  	
  230,081.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  FRANCE SAS

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  VALBONNE

  	
   

  	
  EUR

  	
   

  	
  534,000.00

  	
   

  	
  500.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  FRANCHISING AUSTRALIA PTY LIMITED

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  1,039,045,989.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  LUXOTTICA
  LEASING SRL

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  1,039,045,989.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  1,039,045,989.00

  	
   

  	
  64.84

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  1,039,045,989.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  SUNGLASS
  HUT NETHERLANDS BV

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  1,039,045,989.00

  	
   

  	
  35.16

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  HELLAS AE

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  PALLINI

  	
   

  	
  EUR

  	
   

  	
  1,752,900.00

  	
   

  	
  58,430.00

  	
   

  	
  70.00

  	
   

  	
  70.00

  	
   

  
	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  AMSTERDAM

  	
   

  	
  EUR

  	
   

  	
  45,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  IBERICA SA

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  BARCELLONA

  	
   

  	
  EUR

  	
   

  	
  1,382,901.00

  	
   

  	
  230,100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  INDIA EYEWEAR PRIVATE LIMITED

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  GURGAON-HARYANA

  	
   

  	
  RUP

  	
   

  	
  500,000.00

  	
   

  	
  50,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  INDIA EYEWEAR PRIVATE LIMITED

  	
   

  	
  LUXOTTICA
  LEASING SRL

  	
   

  	
  GURGAON-HARYANA

  	
   

  	
  RUP

  	
   

  	
  500,000.00

  	
   

  	
  50,000.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  ITALIA SRL

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  AGORDO

  	
   

  	
  EUR

  	
   

  	
  5,000,000.00

  	
   

  	
  5,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  KOREA LTD

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  SEOUL

  	
   

  	
  KRW

  	
   

  	
  120,000,000.00

  	
   

  	
  12,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  LEASING SRL

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  AGORDO

  	
   

  	
  EUR

  	
   

  	
  36,000,000.00

  	
   

  	
  36,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  MEXICO SA DE C.V.

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  CITTA’
  DEL MESSICO

  	
   

  	
  MXN

  	
   

  	
  2,000,000.00

  	
   

  	
  2,000.00

  	
   

  	
  96.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  MEXICO SA DE C.V.

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  CITTA’
  DEL MESSICO

  	
   

  	
  MXN

  	
   

  	
  2,000,000.00

  	
   

  	
  2,000.00

  	
   

  	
  4.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  MIDDLE EAST FZE

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  DUBAI

  	
   

  	
  AED

  	
   

  	
  1,000,000.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  NEDERLAND BV

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  HEEMSTEDE

  	
   

  	
  EUR

  	
   

  	
  453,780.22

  	
   

  	
  10,000.00

  	
   

  	
  51.00

  	
   

  	
  51.00

  	
   

  
	
  LUXOTTICA
  NORDIC AB

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  STOCKHOLM

  	
   

  	
  SEK

  	
   

  	
  250,000.00

  	
   

  	
  2,500.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  NORGE AS

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  KONGSBERG

  	
   

  	
  NOK

  	
   

  	
  100,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  NORTH AMERICA DISTRIBUTION LLC

  	
   

  	
  AVANT
  GARDE OPTICS LLC

  	
   

  	
  DOVER

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  OPTICS LTD

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  TEL
  AVIV

  	
   

  	
  ILS

  	
   

  	
  43.50

  	
   

  	
  435,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  POLAND SP ZOO

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  CRACOVIA

  	
   

  	
  PLN

  	
   

  	
  390,000.00

  	
   

  	
  780.00

  	
   

  	
  25.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  POLAND SP ZOO

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  CRACOVIA

  	
   

  	
  PLN

  	
   

  	
  390,000.00

  	
   

  	
  780.00

  	
   

  	
  75.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  PORTUGAL-COMERCIO DE OPTICA SA

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  700,000.00

  	
   

  	
  140,000.00

  	
   

  	
  99.79

  	
   

  	
  100.00

  	
   

  



 


Schedule 5.4-3

















 


	
  LUXOTTICA
  PORTUGAL-COMERCIO DE OPTICA SA

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  700,000.00

  	
   

  	
  140,000.00

  	
   

  	
  0.21

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  OPSM
  GROUP PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  307,796.00

  	
   

  	
  307,796.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL CANADA INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,671.00

  	
   

  	
  12,671.00

  	
   

  	
  22.93

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL CANADA INC

  	
   

  	
  LENSCRAFTERS
  INTERNATIONAL INC

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,671.00

  	
   

  	
  12,671.00

  	
   

  	
  52.91

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL CANADA INC

  	
   

  	
  LUXOTTICA
  RETAIL NORTH AMERICA INC

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,671.00

  	
   

  	
  12,671.00

  	
   

  	
  3.27

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL CANADA INC

  	
   

  	
  LUXOTTICA
  NORTH AMERICA DISTRIBUTION LLC

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,671.00

  	
   

  	
  12,671.00

  	
   

  	
  20.90

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL FRANCHISING AUSTRALIA PTY LIMITED

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL HONG KONG LIMITED

  	
   

  	
  PROTECTOR
  SAFETY INDUSTRIES PTY LTD

  	
   

  	
  HONG
  KONG-HONG KONG

  	
   

  	
  HKD

  	
   

  	
  149,127,000.00

  	
   

  	
  1,491,270.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL NEW ZEALAND LIMITED

  	
   

  	
  PROTECTOR
  SAFETY INDUSTRIES PTY LTD

  	
   

  	
  AUCKLAND

  	
   

  	
  NZD

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  RETAIL NORTH AMERICA INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  MARION-OHIO

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  20.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  SOUTH AFRICA PTY LTD

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  CAPE
  TOWN - OBSERVATORY

  	
   

  	
  ZAR

  	
   

  	
  220,001.00

  	
   

  	
  220,001.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  SOUTH EASTERN EUROPE LTD

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  NOVIGRAD

  	
   

  	
  HRK

  	
   

  	
  1,000,000.00

  	
   

  	
  1,000,000.00

  	
   

  	
  70.00

  	
   

  	
  70.00

  	
   

  
	
  LUXOTTICA
  SOUTH PACIFIC HOLDINGS PTY LIMITED

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  232,797,001.00

  	
   

  	
  232,797,001.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  SOUTH PACIFIC PTY LIMITED

  	
   

  	
  LUXOTTICA
  SOUTH PACIFIC HOLDINGS PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  460,000,001.00

  	
   

  	
  460,000,001.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  SRL

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  AGORDO

  	
   

  	
  EUR

  	
   

  	
  10,000,000.00

  	
   

  	
  10,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  STARS SRL

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  AGORDO

  	
   

  	
  EUR

  	
   

  	
  2,000,000.00

  	
   

  	
  2,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  SUN CORPORATION

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  TRADING AND FINANCE LIMITED

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  DUBLINO

  	
   

  	
  EUR

  	
   

  	
  626,543,403.00

  	
   

  	
  626,543,403.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  TRISTAR (DONGGUAN) OPTICAL CO

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  DON
  GUAN CITY

  	
   

  	
  USD

  	
   

  	
  21,000,000.00

  	
   

  	
  21,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  U.K. LTD

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  90,000.00

  	
   

  	
  90,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  100.00

  	
   

  	
  10,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  U.S.A. INC

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  PORT
  WASHINGTON-NY

  	
   

  	
  USD

  	
   

  	
  1,650,000.00

  	
   

  	
  1,650.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA
  VERTRIEBSGESELLSCHAFT MBH

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  KLOSTERNEUBURG

  	
   

  	
  EUR

  	
   

  	
  508,710.00

  	
   

  	
  50,871.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LVD
  SOURCING LLC

  	
   

  	
  LUXOTTICA
  NORTH AMERICA DISTRIBUTION LLC

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  5,000.00

  	
   

  	
  5,000.00

  	
   

  	
  51.00

  	
   

  	
  51.00

  	
   

  
	
  MIRARI
  JAPAN CO LTD

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  TOKYO

  	
   

  	
  JPY

  	
   

  	
  473,700,000.00

  	
   

  	
  9,474.00

  	
   

  	
  15.83

  	
   

  	
  100.00

  	
   

  
	
  MIRARI
  JAPAN CO LTD

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  TOKYO

  	
   

  	
  JPY

  	
   

  	
  473,700,000.00

  	
   

  	
  9,474.00

  	
   

  	
  84.17

  	
   

  	
  100.00

  	
   

  
	
  MIRARIAN
  MARKETING PTE LTD

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  SINGAPORE

  	
   

  	
  SGD

  	
   

  	
  2,000,000.00

  	
   

  	
  2,000,000.00

  	
   

  	
  51.00

  	
   

  	
  51.00

  	
   

  



 


Schedule 5.4-4

















 


	
  MULTIOPTICAS
  INTERNACIONAL SL

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  Colmenar
  Viejo, Madrid

  	
   

  	
  EUR

  	
   

  	
  5,648,720.80

  	
   

  	
  7,060,901.00

  	
   

  	
  40.00

  	
   

  	
  40.00

  	
   

  
	
  MY-OP
  (NY) LLC

  	
   

  	
  OLIVER
  PEOPLES INC

  	
   

  	
  DOVER

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  (SCHWEIZ) GMBH

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  ZURIGO

  	
   

  	
  CHF

  	
   

  	
  30,000.00

  	
   

  	
  30,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  ATHLETIC (PTY) LIMITED

  	
   

  	
  LUXOTTICA
  SOUTH AFRICA PTY LTD

  	
   

  	
  PORT
  ELIZABETH

  	
   

  	
  ZAR

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  CANADA INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  SAINT
  LAURENT- QUEBEC

  	
   

  	
  CAD

  	
   

  	
  10,107,907.00

  	
   

  	
  10,107,907.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  CANADA RETAIL ULC

  	
   

  	
  OAKLEY
  CANADA INC

  	
   

  	
  HALIFAX

  	
   

  	
  CAD

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  DENMARK APS

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  COPENHAGEN

  	
   

  	
  DKK

  	
   

  	
  127,000.00

  	
   

  	
  127.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  DIRECT INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  Tumwater

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  EDC INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  EUROPE SNC

  	
   

  	
  OAKLEY
  HOLDING SAS

  	
   

  	
  ASNIERES
  SUR SEINE

  	
   

  	
  EUR

  	
   

  	
  25,157,390.20

  	
   

  	
  251,573,902.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  FINANCING INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  GMBH

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  MONACO

  	
   

  	
  EUR

  	
   

  	
  25,000.00

  	
   

  	
  25,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  HOLDING SAS

  	
   

  	
  OAKLEY
  DENMARK APS

  	
   

  	
  ASNIERES
  SUR SEINE

  	
   

  	
  EUR

  	
   

  	
  6,129,050.00

  	
   

  	
  82,825.00

  	
   

  	
  49.09

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  HOLDING SAS

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  ASNIERES
  SUR SEINE

  	
   

  	
  EUR

  	
   

  	
  6,129,050.00

  	
   

  	
  82,825.00

  	
   

  	
  50.91

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  ICON LIMITED

  	
   

  	
  LUXOTTICA
  TRADING AND FINANCE LIMITED

  	
   

  	
  DUBLIN
  2

  	
   

  	
  EUR

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  INC

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  10.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  IRELAND OPTICAL LIMITED

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  DUBLIN
  1

  	
   

  	
  EUR

  	
   

  	
  225,000.00

  	
   

  	
  225,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  ITALY SRL

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  MILANO

  	
   

  	
  EUR

  	
   

  	
  10,000.00

  	
   

  	
  10,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  JAPAN KK

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TOKYO

  	
   

  	
  JPY

  	
   

  	
  10,000,000.00

  	
   

  	
  200.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  LIMTED PARTNERSHIP

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  CALGARY

  	
   

  	
  CAD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  99.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  LIMTED PARTNERSHIP

  	
   

  	
  BAZOOKA
  INC

  	
   

  	
  CALGARY

  	
   

  	
  CAD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  MEXICO SA DE CV

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  HUIXQUILUCAN

  	
   

  	
  MXN

  	
   

  	
  88,604,000.00

  	
   

  	
  886,040.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  MEXICO SA DE CV

  	
   

  	
  BAZOOKA
  INC

  	
   

  	
  HUIXQUILUCAN

  	
   

  	
  MXN

  	
   

  	
  88,604,000.00

  	
   

  	
  886,040.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  O STORE INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  SALES CORP

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  FOOTHILL
  RANCH

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  SALES CORP

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  TUMWATER

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  SCANDINAVIA AB

  	
   

  	
  OAKLEY
  ICON LIMITED

  	
   

  	
  STOCKHOLM

  	
   

  	
  SEK

  	
   

  	
  100,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  SOUTH PACIFIC PTY LTD

  	
   

  	
  OPSM
  GROUP PTY LIMITED

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  12.00

  	
   

  	
  12.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  SPAIN SL

  	
   

  	
  OAKLEY
  ICON LIMITED

  	
   

  	
  BARCELLONA

  	
   

  	
  EUR

  	
   

  	
  3,100.00

  	
   

  	
  310.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY
  U.K. LTD

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  HERTFORDSHIRE

  	
   

  	
  GBP

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OLIVER
  PEOPLES GMBH

  	
   

  	
  OLIVER
  PEOPLES INC

  	
   

  	
  WIESBADEN

  	
   

  	
  EUR

  	
   

  	
  25,564.59

  	
   

  	
  25,565.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OLIVER
  PEOPLES INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  IRVINE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OPSM
  GROUP PTY LIMITED

  	
   

  	
  LUXOTTICA
  SOUTH PACIFIC PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  67,613,043.50

  	
   

  	
  135,226,087.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  



 


Schedule 5.4-5

















 


	
  OPTIKA
  HOLDINGS LIMITED

  	
   

  	
  SUNGLASS
  HUT (UK) LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  699,900.00

  	
   

  	
  699,900.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OPTIKA
  LIMITED

  	
   

  	
  OPTIKA
  HOLDINGS LIMITED

  	
   

  	
  WC1B
  3ST London

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OPTIKA
  OPTICIANS LIMITED

  	
   

  	
  OPTIKA
  HOLDINGS LIMITED

  	
   

  	
  WC1B
  3ST London

  	
   

  	
  GBP

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OPTIMUM
  LEASING PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  110.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OY
  LUXOTTICA FINLAND AB

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  ESPOO

  	
   

  	
  EUR

  	
   

  	
  170,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  PACIFICA
  SALES CORPORATION

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  LA
  JOLLA

  	
   

  	
  USD

  	
   

  	
  10.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  PEARLE
  VISION CENTER OF PUERTO RICO INC

  	
   

  	
  LUXOTTICA
  RETAIL NORTH AMERICA INC

  	
   

  	
  SAN
  JUAN

  	
   

  	
  USD

  	
   

  	
  660.00

  	
   

  	
  660.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  PEARLE
  VISION MANAGED CARE-HMO OF TEXAS INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  HOUSTON-TEXAS

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  PEARLE
  VISIONCARE INC

  	
   

  	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  IRVINE-CALIFORNIA

  	
   

  	
  USD

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  PROTECTOR
  SAFETY INDUSTRIES PTY LTD

  	
   

  	
  OPSM
  GROUP PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  2,486,250.00

  	
   

  	
  4,972,500.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  RAY
  BAN SUN OPTICS INDIA LIMITED

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  BHIWADI

  	
   

  	
  RUP

  	
   

  	
  244,729,170.00

  	
   

  	
  24,472,917.00

  	
   

  	
  93.32

  	
   

  	
  93.32

  	
   

  
	
  RAYS
  HOUSTON

  	
   

  	
  SUNGLASS
  HUT TRADING, LLC

  	
   

  	
  MASON

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  51.00

  	
   

  	
  51.00

  	
   

  
	
  SGH
  OPTICS MALAYSIA SDN BHD

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  KUALA
  LAMPUR

  	
   

  	
  MYR

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SPV
  ZETA OPTICAL COMMERCIAL AND TRADING (SHANGHAI) CO., LTD

  	
   

  	
  LUXOTTICA
  LEASING SRL

  	
   

  	
  Shanghai

  	
   

  	
  USD

  	
   

  	
  375,000.00

  	
   

  	
  375,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SPV
  ZETA Optical Trading (Beijing) Co Ltd

  	
   

  	
  LUXOTTICA
  LEASING SRL

  	
   

  	
  BEIJING

  	
   

  	
  CNR

  	
   

  	
  45,000,000.00

  	
   

  	
  45,000,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT (South East Asia) PTE LTD

  	
   

  	
  LUXOTTICA
  HOLLAND BV

  	
   

  	
  SINGAPORE

  	
   

  	
  SGD

  	
   

  	
  100,000.00

  	
   

  	
  100,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT (UK) LIMITED

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  24,410,765.00

  	
   

  	
  68.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT (UK) LIMITED

  	
   

  	
  SUNGLASS
  HUT TRADING, LLC

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  24,410,765.00

  	
   

  	
  0.86

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT (UK) LIMITED

  	
   

  	
  SUNGLASS
  HUT OF FLORIDA INC

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  24,410,765.00

  	
   

  	
  31.06

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT (UK) LIMITED

  	
   

  	
  SUNGLASS
  HUT REALTY CORPORATION

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  24,410,765.00

  	
   

  	
  0.08

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT AIRPORTS SOUTH AFRICA (PTY) LTD

  	
   

  	
  SUNGLASS
  HUT RETAIL SOUTH AFRICA (PTY) LTD

  	
   

  	
  MILNERTON
  (Cape Town)

  	
   

  	
  ZAR

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  45.00

  	
   

  	
  45.00

  	
   

  
	
  SUNGLASS
  HUT AUSTRALIA PTY LIMITED

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  46,251,012.00

  	
   

  	
  46,251,012.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT AUSTRIA VERTRIEB GMBH

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  KLOSTERNEUBOURG

  	
   

  	
  EUR

  	
   

  	
  35,000.00

  	
   

  	
  35,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT HONG KONG LIMITED

  	
   

  	
  PROTECTOR
  SAFETY INDUSTRIES PTY LTD

  	
   

  	
  HONG
  KONG-HONG KONG

  	
   

  	
  HKD

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT IRELAND LIMITED

  	
   

  	
  SUNGLASS
  HUT (UK) LIMITED

  	
   

  	
  DUBLINO

  	
   

  	
  EUR

  	
   

  	
  250.00

  	
   

  	
  200.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT NETHERLANDS BV

  	
   

  	
  LUXOTTICA
  GROUP SPA

  	
   

  	
  HEEMSTEDE

  	
   

  	
  EUR

  	
   

  	
  18,151.20

  	
   

  	
  40.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT NEW ZEALAND LIMITED

  	
   

  	
  LUXOTTICA
  RETAIL NEW ZEALAND LIMITED

  	
   

  	
  AUCKLAND

  	
   

  	
  NZD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  



 


Schedule 5.4-6

















 


	
  SUNGLASS
  HUT OF FLORIDA INC

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  WESTON-FLORIDA

  	
   

  	
  USD

  	
   

  	
  10.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT OF FRANCE SOCIETE EN NOME COLLECTIF (snc)

  	
   

  	
  LUXOTTICA
  FRANCE SAS

  	
   

  	
  SOPHIA
  ANTIPOLIS-VALBONNE

  	
   

  	
  EUR

  	
   

  	
  4,490,252.64

  	
   

  	
  294,636.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT OF FRANCE SOCIETE EN NOME COLLECTIF (snc)

  	
   

  	
  LUXOTTICA
  SRL

  	
   

  	
  SOPHIA
  ANTIPOLIS-VALBONNE

  	
   

  	
  EUR

  	
   

  	
  4,490,252.64

  	
   

  	
  294,636.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT PORTUGAL COMERCIO DE OCULOS E RELOGIOS LDA

  	
   

  	
  SUNGLASS
  HUT REALTY CORPORATION

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  1,000,000.00

  	
   

  	
  1,000,000.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT PORTUGAL COMERCIO DE OCULOS E RELOGIOS LDA

  	
   

  	
  SUNGLASS
  HUT OF FLORIDA INC

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  1,000,000.00

  	
   

  	
  1,000,000.00

  	
   

  	
  98.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT REALTY CORPORATION

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  WESTON-FLORIDA

  	
   

  	
  USD

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT RETAIL SOUTH AFRICA (PTY) LTD

  	
   

  	
  LUXOTTICA
  SOUTH AFRICA PTY LTD

  	
   

  	
  CAPE
  TOWN - OBSERVATORY

  	
   

  	
  ZAR

  	
   

  	
  900.00

  	
   

  	
  900.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  HUT TRADING, LLC

  	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  LUXOTTICA
  RETAIL AUSTRALIA PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  20,036,912.00

  	
   

  	
  20,036,912.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  WORKS PTY LTD

  	
   

  	
  SUNGLASS
  ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  20.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS
  WORLD HOLDINGS PTY LIMITED

  	
   

  	
  SUNGLASS
  HUT AUSTRALIA PTY LIMITED

  	
   

  	
  MACQUARIE
  PARK-NSW

  	
   

  	
  AUD

  	
   

  	
  13,309,475.00

  	
   

  	
  13,309,475.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  THE
  OPTICAL SHOP OF ASPEN INC

  	
   

  	
  OAKLEY
  INC

  	
   

  	
  IRVINE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  250.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  THE
  UNITED STATES SHOE CORPORATION

  	
   

  	
  AVANT
  GARDE OPTICS LLC

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  



 


Schedule 5.4-7
















 


SCHEDULE
5.5


 


Financial Statements


 


1.                                      Audited
consolidated financial statements and related notes as of and for the year
ended December 31, 2009 as included in the Luxottica Group S.p.A. Annual
Report on Form 20-F for the fiscal year ended December 31, 2009,
filed with the U.S. Securities and Exchange Commission on April 29, 2010.


 


2.                                       Unaudited
consolidated financial statements and related condensed notes as of and for the
three and nine months ended June 30, 2010, as included in the Luxottica
Group S.p.A. quarterly report on Form 6-K for the three and six months
ended June 30, 2010, furnished to the U.S. Securities and Exchange
Commission on August 5, 2010.


 


Schedule 5.5-1

















 


SCHEDULE
5.8


 


Certain Litigation


 


Please
see the disclosure set forth on Schedule 5.3, which is incorporated herein by
reference.


 


Schedule 5.8-1

















 


SCHEDULE
5.14


 


Use of Proceeds


 


General
corporate purposes.


 


Schedule 5.14-1

















 


SCHEDULE
10.2


 


European Union Members at
September 3, 2003


 


Austria


Belgium


Denmark


Finland


France


Germany


Greece


Ireland


Italy


Luxembourg


The
Netherlands


Portugal


Spain


Sweden


United
Kingdom


 


Schedule 10.2-1

















 


SCHEDULE
18.1


 


PROVISIONS FOR MEETINGS OF NOTEHOLDERS


 


1.                                      Proxy.


 


A
holder of Notes (“Noteholder”)
may attend any meeting by way of a proxy, provided that such proxy is granted
in compliance with the provisions of Article 2372 of the Italian Civil
Code.  A proxy may be conferred for a
single meeting (convened in first call (defined below) or in subsequent calls
of the same meeting) or as a general proxy or proxy granted by a company, an
association, a foundation or another collective entity or an institution to one
of its employees.  If a proxy is granted
for a single meeting, it is conferred only after a Noteholder Meeting has been
called and, once the meeting has been held, it cannot be used again and a new
proxy must be granted for subsequent Noteholders’ Meetings.  All terms as used herein, unless otherwise
defined herein, shall have the meanings ascribed to them in the Note Purchase
Agreement to which this Schedule 18.1 is a part.  For the avoidance of doubt, it is agreed and
understood that any Noteholder shall be entitled to appoint as proxy any third
Person having legal capacity to act, including the Joint Representative.


 


Without
prejudice for the provision under paragraph 2 below, the Joint Representative
may also be the same Person appointed by one or more Noteholders to serve as a
proxy at Noteholders’ Meetings.


 


2.                                      Joint
Representative.


 


Pursuant
to Article 2415 of the Italian Civil Code, a Joint Representative of the
Noteholders may be appointed by resolution passed at a Noteholders’ Meeting in
order to represent the Noteholders’ interests under the Notes and to give
execution to the resolutions of the Noteholders’ Meeting.


 


Pursuant
to Article 2417 of the Italian Civil Code, the directors of the Company,
its statutory auditors and employees and those individuals who are in the
conditions referred to article 2399 of the Italian Civil Code may not be
appointed as Joint Representative.


 


In
the event that the first Noteholders’ Meeting fails to appoint the Joint
Representative pursuant to Article 2415 of the Italian Civil Code, the
appointment will be made by the competent court at the request of any
Noteholder or the directors of the Company.


 


The
Joint Representative remains in office for a period not in excess of three
years and can be re-elected.  The meeting
of Noteholders determines his remuneration. Within thirty days from the date on
which the Joint Representative has been informed of its appointment, it shall
apply for its registration in the competent register of enterprises.


 


The
Joint Representative has specific duties. 
The Joint Representative shall carry out, among other things, the
implementation of the resolution of the Noteholders’ Meeting, shall protect the
common interests of the Noteholders vis-à-vis the Company, has the right to
attend any shareholders’ meeting, has the duty to keep the books of the
Noteholders’ Meeting, represents the common interests of the Noteholders before
the court in relation to bankruptcy


 


Schedule 18.1-1

















 


proceedings
and has the duty to call the Noteholders’ Meeting when requested by Noteholders
that represent at least one-twentieth in principal amount of the Notes issued
and outstanding.


 


3.                                      Calling
of Meetings.


 


(a)                                  As provided in
Section 18.1 of the Note Purchase Agreement, a Noteholders’ Meeting may be
convened by the directors of the Company or, if already appointed, by the Joint
Representative when they deem it necessary, and must be convened within 5
calendar days following a request by holders of Notes representing at least
one-twentieth of the aggregate principal amount of the Notes then outstanding
(a “Requisition”).


 


(b)                                 If no
Noteholders’ Meeting is convened within 5 calendar days following a
Requisition, the Noteholders’ Meeting may be convened by decision of the
competent court upon request by the requisitioner in accordance with Article 2367,
paragraph 2, of the Italian Civil Code.


 


(c)                                  Under Italian
law, a Noteholders’ Meeting may also be considered to be validly constituted
even in the absence of any notice to call it, if the majority of the Company’s
directors and of the statutory auditors, and Noteholders representing 100% of
the outstanding principal amount of the Notes and, if already appointed, the
Joint Representative attend the meeting. 
In such case (i) each of the attendees may object to the discussion
of the matters in respect of which it deems not to be sufficiently informed;
and (ii) the non-attending directors of the Company and/or statutory
auditors shall be promptly informed on the resolutions adopted.


 


4.                                      Content
of the Notice.


 


The
notice to convene a meeting (“Notice”) shall
indicate the item(s) to be discussed and resolved at the meeting, the
place, day and hour of meeting on First Call, Second Call and Third Call (as
defined below).


 


The
Notice shall contain any information required to be included in such notice
pursuant to applicable laws and regulations.


 


For
purposes of this Schedule 18.1:


 


“First Call” shall mean the first date and time indicated in
the Notice for a meeting of Noteholders;


 


“Second Call” shall mean the second date and time indicated
in the Notice for a meeting of Noteholders, which shall be utilized if the
required quorum is not present at the relevant first meeting of Noteholders;
and


 


“Third Call” shall mean the third date and time for a meeting
of Noteholders which could either be indicated in the Notice or in a new notice
(to be issued by and no later than 30 days following the meeting held on Second
Call), which shall be utilized if the required quorum is not present at the
relevant second meeting of the Noteholders.


 


Schedule 18.1-2

















 


5.                                      Place
of Meetings.


 


All
meetings shall take place in New York, New York (USA) or Milan, Italy, at
the location indicated in the Notice.


 


6.                                      Publication
and Notification of the Notice.


 


The
Notice shall be published in the Gazzetta Ufficiale
(the Official Gazette of the Republic of Italy) or in one of the newspapers
referred to in the Company’s by-laws and in the website of the Company (or
according to such other publication method which may be required under any
Italian law applicable from time to time) at least 30 days (or such other
minimum period as may be prescribed by then applicable Italian law) (exclusive
of the day on which the notice is given and inclusive of the day on which the
meeting is held) prior to the meeting and, no later than 7 calendar days
following such publication, each Noteholder shall be notified by the Company
and/or (if already appointed) the Joint Representative (who shall then notify
the Company) of the calling of the meeting, it being understood that for
purposes of such notification the address of the Noteholder shall be that
recorded in the register for the registration and registration of transfer of
Notes to be kept by the Company pursuant to Section 14 of the Note
Purchase Agreement.


 


7.                                      Entitlement
to Attend and Vote at Meetings.


 


No
Person shall be entitled to attend and speak nor shall any person be entitled
to vote at any Noteholders’ Meeting or join with others in requesting the
convening of a meeting unless s/he is a registered Noteholder or a proxy
thereof, in each case in possession of either original Note(s) registered
in the Noteholder’s name or a Voting Certificate or Block Voting Instructions
released to the Noteholder by the Depository substantially in the form of Exhibit 18.1(a) (“Voting Certificate”) or Exhibit 18.1(b) (“Block Voting Instructions”) of the Note Purchase Agreement
and, if such person is a proxy, in possession of the document pursuant to which
such person was appointed as a proxy (if not included in the Voting Certificate
or the Block Voting Instructions).


 


Without
prejudice to the obligations of the proxies named in any Block Voting
Instruction or form of proxy, any Person entitled to more than one vote need
not use all his votes or cast all the votes to which he is entitled in the same
way.


 


Anything
herein to the contrary notwithstanding and, if required by Italian law then in
effect, any director, statutory auditor or officer of the Company and its
lawyers and financial advisers may attend and speak (but not vote) at any
Noteholders’ Meeting.


 


8.                                      Chairman
of the Meeting.


 


Subject
to mandatory provision of Italian law, the chairman of the Board of Directors
of the Company or any Managing Director of the Company (Amministratore
Delegato) or any Person (who may but need not be a Noteholder)
nominated in writing by the Required Holders shall be entitled to take the
chair at every meeting but if no nomination is made or if at any Noteholders’
Meeting the Person nominated shall not be present within fifteen minutes after
the time appointed for holding the meeting the Noteholders present at the
Noteholders’ Meeting, and


 


Schedule 18.1-3

















 


holding
a majority of the outstanding principal amount of the Notes represented at the
meeting (the “Majority Holders”), shall choose
one of their members or the Joint Representative to be Chairman pursuant to
Article 2371 of the Italian Civil Code.


 


The
Chairman may with the consent of (and shall if directed by) the Majority
Holders adjourn any meeting from time to time and from place to place but no
business shall be transacted at any adjourned meeting except business which
might lawfully (but for lack of required quorum) have been transacted at the
meeting from which the adjournment took place.


 


9.                                      Quorums.


 


(a)                                  Pursuant to
Article 2415, Par. 3, of the Italian Civil Code and the Italian
Legislative Decree no. 58 of 24th February, 1998 (as amended from time to
time), a Noteholders’ Meeting shall be validly held if: (i) in the case of
First Call there are one or more Persons present holding Notes, Voting
Certificates or Block Voting Instructions or being proxies and holding or
representing in aggregate at least one half of the principal amount of the
Notes for the time being outstanding; (ii) in case of Second Call there
are one or more Persons present holding Notes, Voting Certificates or Block
Voting Instructions or being proxies and holding or representing in aggregate
more than one third of the principal amount of the Notes for the time being
outstanding; (iii) in case of Third Call there are one or more Persons
present holding Notes, Voting Certificates or Block Voting Instructions or
being proxies and holding or representing in aggregate at least one fifth of
the principal amount of the Notes for the time being outstanding, provided that
in relation to a meeting held to consider a Reserved Matter (as defined below),
the necessary quorum shall always be at least one half of the aggregate principal
amount of the Notes for the time being outstanding.


 


(b)                                 The majority required to pass a resolution of the Noteholders’ Meeting
shall be one or more Persons present holding Notes, Voting Certificates or
Block Voting Instructions or being proxies, which hold or represent (aa) for
voting on any matter other than a Reserved Matter, at least two thirds of the
principal amount of the Notes represented at the relevant meeting and (bb) for
voting on a Reserved Matter, at least one half of the aggregate principal
amount of the Notes for the time being outstanding.


 


For the purpose of this Schedule 18.1, “Reserved Matter” means any proposal:


 


(i)                                    to modify the
maturity of the Notes or the dates on which, or manner in which, interest is
payable in respect of the Notes;


 


(ii)                                 to reduce or
cancel the principal amount of, or interest on or to vary the method of
calculating the rate of interest on, the Notes;


 


(iii)                              to change the
currency of payment of the Notes;


 


(iv)                             to modify the
provisions relating to the status of the Notes;


 


(v)                                to modify the
provisions concerning the quorum required at any meeting of Noteholders or the
majority required to pass a resolution of the Noteholders’ Meeting; or


 


(vi)                             relating to any
other matters provided under Article 2415, paragraph 1, item 2 of the
Italian Civil Code.


 


Schedule 18.1-4
















 


10.          Voting
Right.


 


At
any meeting every Noteholder who is so present shall have one vote in respect
of each €1.00 in principal amount of the Notes so produced or represented by
the Voting Certificates or Block Voting Instructions so produced or in respect
of which s/he/it is a proxy or in respect of which s/he/it is the Noteholder.


 


11.          Separate
Meetings.


 


To
the extent required by Italian law, separate Noteholders’ Meetings may be held
for each Series of Notes.  If
separate Noteholders’ Meetings are held, the quorums set forth under Clause 9
shall be calculated with respect to the amount of the Notes of such Series at
the time outstanding and references to “Notes” shall be deemed to refer to the
Notes of such Series.


 


12.          Binding
Effect of Resolutions.


 


Any
resolution passed at a Noteholders’ Meeting duly convened and held hereunder
shall be binding upon all Noteholders whether present or not present at the
meeting and whether or not voting and each of them shall be bound to give
effect to the resolution accordingly and the passing of any resolution shall be
conclusive evidence that the circumstances justify the passing of the
resolution.


 


13.          Minutes
of Resolutions.


 


Minutes
of all resolutions and proceedings at every Noteholders’ Meeting, drafted in
Italian (with English translations provided thereof) by an Italian consul
(acting as public notary), if the relevant meeting is held outside Italy or a
public notary if it is held in Italy, as the case may be, shall be made and
duly entered in books to be from time to time provided for that purpose by the
Company and shall be signed by the Chairman of the Noteholders’ Meeting at
which the resolutions were passed or proceedings had.  Such minutes shall be filed with the competent
register of enterprises and be kept by the Joint Representative.


 


14.          Challenge
of Resolutions of Meeting.


 


Pursuant
to Article 2416 of the Italian Civil Code, resolutions which are not
adopted in compliance with the provisions set forth in this Schedule or
otherwise conflicting with applicable law and/or the Company’s by-laws, may be
challenged by the absent or dissenting Noteholder within three months from
their registration in the register of enterprises.  The challenge shall be filed before the competent
court.


 


15.          Governing
Law.


 


Provisions
of Noteholders’ Meetings shall be construed in accordance with the law of
Italy.


 


Schedule 18.1-5

















 


16.          Changes
in Law.


 


The
procedures set forth in this Schedule 18.1 outline certain requirements
of Noteholders’ Meetings as prescribed by Italian law in effect on the date of
Closing as well as certain agreements of the parties hereto.  Certain procedures set forth herein may
change as Italian laws are amended, re-enacted or otherwise revised, provided, however, that
such changes shall not adversely affect any Noteholder unless consented to by
the Noteholder against whom enforcement is sought or unless such changes are
mandated by Italian law.


 


Schedule 18.1-6

















 


EXHIBIT 1(a)(i)


 


[FORM OF
SERIES G NOTE]


 


LUXOTTICA
GROUP S.P.A.


 


3.75% SERIES G SENIOR GUARANTEED NOTE DUE SEPTEMBER 15, 2017


(“Obbligazione Senior Garantita
Serie G 3.75% Scadenza 15 Settembre 2017”)


 


	
  No. RG-[          ]

  	
  [DATE]

  
	
  €[              ]

  	
  PPN: 55068R A*4

  



 


TERMS
AND CONDITIONS


 


1.             Issuer.


 


The
issuer is Luxottica Group S.p.A. (herein called the “Company”),
a company organized under the laws of Italy with the purpose of (i) the
purchase and holding of shareholdings in other Italian or foreign companies or
legal entities, performed not vis-à-vis the public, (ii) the granting of
financings to, and the managing and financial coordination of, the companies in
which it is a shareholder; (iii) the purchase, sale, holding and management
of public and private notes performed not vis-à-vis the public, (iv) the
granting of guarantees and security interests and the assumption of
joint-liabilities in the interest of the companies  belonging to its group, (v) the
purchase, building, sale, exchange and lease of both real estate and moveable
assets, (vi) the sale in Italy and abroad of spectacle-frames and other
products of the spectacle’s sector and similar, and (vii) the performance
of any other commercial, industrial, real estate and financial (not vis-à-vis
the public) transaction in favor and in the interest of the company belonging
to its group, having its legal address at Via C. Cantù 2, Milan 20123, Italy
and being registered with the Companies’ Register of Milan, Italy at No. 00891030272.


 


2.             Capital
and Reserves.


 


The
capital paid in of the Company is Euro 27,909,004.98 as of August 31,
2010.


 


The
reserves, as shown in the Company’s balance sheet as of December 31, 2009,
are Euro 1,334,640,060.00. Following a dividend distribution, resolved by the
general shareholders meeting held on April 29, 2010, reserves of the
Company are equal to Euro 1,493,435,261.65.


 


3.             Corporate
Action and Authorizations.


 


The
issuance of the Series G Notes (defined below) was authorized by
resolution of Mr. Enrico Cavatorta as Director of the Company on 20
September 2010, in compliance with the resolution adopted by the Board of
Directors on 26 July 2010. Such resolution was filed with  the register of enterprises in Milan, Italy,
on 20 September 2010 at No. RI/PRA/2010/310295
(Numero di protocollo),  and No. 908N3142 (Codice
Pratica).


 


Exhibit 1(a)(i)-1

















 


4.             The
Note Purchase Agreement.


 


As
of September 30, 2010 the Company and certain investors entered into a
Note Purchase Agreement (“contratto per la
sottoscrizione di obbligazioni”) (as amended, restated or otherwise
modified from time to time, the “Note Purchase Agreement”)
governing, inter alia, the issuance of 3.75% Series G
Senior Guaranteed Notes due September 15, 2017 (as amended, restated or
otherwise modified from time to time, herein called the “Series G
Notes”) and 4.25% Series H Senior Guaranteed Notes due
September 15, 2020 (as amended, restated or otherwise modified from time
to time, herein called the “Series H Notes”
and, together with the Series G Notes, the “Notes”)
and the terms and conditions thereof. 
Capitalized terms used and not defined herein have the respective
meanings ascribed thereto in the Note Purchase Agreement.


 


5.             Incorporation
by Reference of the Note Purchase Agreement.


 


(a)           The statements in the Series G Notes include
summaries of, and are subject to, the detailed provisions and definitions in
the Note Purchase Agreement, which contains a detailed description of all the
terms and conditions to which the Notes are subject.


 


(b)           The registered holders of the Notes from time to
time (herein called the “Noteholders”)
are entitled to the benefit of, are bound by, and are deemed to have notice of,
all provisions of the Note Purchase Agreement.


 


(c)           Each Noteholder will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 21 of the Note Purchase Agreement and (ii) to have made the
representations and covenant set forth in Section 6 of the Note Purchase
Agreement.


 


(d)           The Series G Notes are subject to optional
prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Note Purchase Agreement, but not otherwise.


 


(e)           If an Event of Default occurs and is continuing, the
principal of any Series G Note may be declared or otherwise become due and
payable in the manner, at the price (including any applicable Make-Whole Amount
or Modified Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.


 


(f)            Copies of the Note Purchase Agreement are available
for inspection during normal business hours by any Noteholder at the
headquarters of the Company in Milan, Italy.


 


(g)           The custodian of the Notes on the date hereof is
Deutsche Bank Trust Company Americas (together with its successors and assigns
in such capacity, the “Custodian”).  The Custodian may be replaced or may resign
at any time, provided that a successor has been appointed.  The Company shall notify all Noteholders of
such successor Custodian in advance in writing.


 


Exhibit 1(a)(i)-2

















 


(h)           Upon request of any Noteholder, the Company shall
provide such Noteholder with a copy of the Note Purchase Agreement.


 


6.             Global
Value of the Notes.


 


The
aggregate principal amount of the Notes is €100,000,000. The aggregate
principal amount of the Series G Notes is €50,000,000. The aggregate
principal amount of the Series H Notes is €50,000,000.


 


7.             Denomination
and Form of the Series G Notes.


 


(a)           The Series G Notes are issued in denominations
of €100,000 and integral multiples thereof (except to the extent any smaller
denomination may be authorized by the board of directors of the Company), with
interest Coupons attached on issue.


 


(b)           The Series G Notes are in registered form and,
as provided in the Note Purchase Agreement, upon surrender of any Series G
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder’s attorney duly authorized in writing, a new Series G Note for a
like principal amount will be issued to, and registered in the name of, the
transferee.


 


(c)           Prior to due presentment for registration of
transfer, the Company may treat the person in whose name any Series G Note
is registered as the owner hereof for the purpose of receiving payment and for
all other purposes, and the Company will not be affected by any notice to the
contrary.


 


8.             Face
Value of this Series G Note and Registered Holder Hereof.


 


The
Company hereby promises to pay to [                                   ],
or registered assigns, the principal sum of [                        ]
EUROS
(€[                  ])
on September 15, 2017.


 


9.             Interest.


 


The
Series G Notes bear interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of
3.75% per annum from the date hereof, payable
semiannually, on each Interest Payment Date in each year, commencing with the
September 15 or March 15 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount or Modified Make-Whole Amount, payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the
lesser of (i) the greater of (A) 5.75% and (B) 2.00% over the
rate of interest publicly announced by Bank of America, N.A. from time to time
in New York City as its “base” or “prime” rate or (ii) the Maximum Rate.


 


Exhibit 1(a)(i)-3

















 


10.          Guaranty.


 


The
obligations of the Company under the Note Purchase Agreement and the Series G
Notes (including, without limitation, the payment by the Company of the
principal of, and Make-Whole Amount or Modified Make-Whole Amount, if any, and
interest on, the Series G Notes) are guaranteed by the Subsidiary
Guarantors (on the date hereof, Luxottica S.r.l., a corporation incorporated in
Italy and Luxottica U.S. Holding Corp., a Delaware corporation) as provided in
the Subsidiary Guarantee.


 


11.          Payment at Maturity.


 


Subject
to the other provisions of the Note Purchase Agreement, the then outstanding
principal amount of the Series G Notes shall become due and payable on
September 15, 2017.


 


12.          Payments.


 


(a)           Payments of principal, interest, Make-Whole Amount
and Modified Make-Whole Amounts and Additional Amounts in respect of each
Series G Note will be made against presentment and surrender (or, at the
option of the holder of such Series G Note, endorsement, except in the
case of payment in full of all principal, interest, Make-Whole Amount, Modified
Make-Whole Amount and Additional Amounts) of the Series G Note and/or the
relevant Coupon by any holder, except that payments of interest due on an
Interest Payment Date will be made against presentment and surrender (or in the
case of partial payment only, endorsement) of the relevant Coupon, at the
specified office of the Company’s fiscal agent, Deutsche Bank S.p.A. (together
with its successors and assigns in such capacity, the “Fiscal Agent”),
at Via Melchiorre Gioia 8, 20124 Milan, Italy, in each case in accordance
with the terms of the Note Purchase Agreement.


 


(b)           Payments of principal of, interest on and any Make-Whole
Amount or Modified Make-Whole Amount with respect to the Series G Notes
are to be made in Euros to the registered holder hereof at the address shown in
the register maintained by the Company for such purpose, in the manner
described in the Note Purchase Agreement. 
Payments will be made by the Fiscal Agent. The Fiscal Agent may be
replaced by the Company or may resign at any time, provided that a successor
has been appointed.  The Company shall
notify all Noteholders of such succession in writing.


 


13.          Noteholders’ Meetings and Joint
Representative.


 


(a)           The Note Purchase Agreement contains provisions for
convening meetings of the Noteholders to consider any matter affecting their
common interests, including, inter alia,
appointment and removal of the Joint Representative (“rappresentante
comune”) and amendments to the terms and conditions of the Note
Purchase Agreement and the Series G Notes.


 


Exhibit 1(a)(i)-4

















 


(b)           Subject to the provision of the Note Purchase
Agreement relating to the meetings of the Noteholders, Persons in possession of
original Notes, Voting Certificates or Block Voting Instructions shall be
entitled to attend and vote, in person or by proxy, at any Noteholders’
Meetings.


 


(c)           The Note Purchase Agreement contains provisions for
the appointment of the Joint Representative by one or more Noteholders to serve
as a proxy at any Noteholders’ Meetings.


 


(d)           Noteholders’ Meetings shall take place in New York,
New York or Milan, Italy.


 


14.          Restriction on Transfer.


 


The
Series G Notes may only be assigned, sold or otherwise transferred in
compliance with the following restrictions:


 


(a)           Since the offering of the
Series G Notes has not been registered with the Commissione Nazionale per
le Società e la Borsa (“CONSOB”) (the
Italian Securities Exchange Commission) pursuant to Italian securities
legislation, the Series G Notes may not be offered, sold or delivered, nor
may copies of any document relating to the offering of the Series G Notes
be distributed in the Republic of Italy to any proposed purchaser, except:


 


(i)            to qualified investors (investitori qualificati), as
defined pursuant to Article 100 of Legislative Decree No. 58 of 24
February 1998, as amended (the “Financial Services Act”)
and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971
of 14 May 1999 (as amended from time to time) (“Regulation
No. 11971”); or


 


(ii)           in other circumstances which are exempted from the
rules on public offerings pursuant to Article 100 of the Financial
Services Act and Regulation No. 11971.


 


(b)           Any offer, sale or delivery
of the Series G Notes or distribution of copies of any document relating
to the offering of the Series G Notes in the Republic of Italy to any
proposed purchaser under (i) or (ii) above must be:


 


(i)            made by an investment firm, bank or financial
intermediary permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 16190 of
29 October 2007 (as amended from time to time) and Legislative Decree No. 385
of 1 September 1993, as amended (the “Banking Act”);


 


(ii)           in compliance with Article 129 of the Banking
Act, as amended, and the implementing guidelines of the Bank of Italy, as
amended from time to time, pursuant to which the Bank of Italy may require
information on the issue or the offer of securities in the Republic of Italy;
and


 


Exhibit 1(a)(i)-5

















 


(iii)          in compliance with any other applicable laws and regulations
or requirement imposed by CONSOB or any other Italian authority.


 


15.          Governing Law.


 


Except
as set forth in the Note Purchase Agreement with regard to the matters
governing Noteholders’ Meetings, appointment of a Joint Representative and
amendments and waivers, in each case, including procedures therefor, which
shall be construed and enforced in accordance with the law of Italy, the Series G
Notes shall be construed and enforced in accordance with, and the rights of the
Company and the holder of any Series G Note shall be governed by, the law
of the State of New York (USA) excluding choice-of-law principles of the law of
such State that would permit or require the application of the laws of a
jurisdiction other than such State.


 


	
   

  	
  LUXOTTICA
  GROUP S.p.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit 1(a)(i)-6

















 


[FORM OF SERIES G COUPON]


 


Luxottica Group S.p.A.


 


	
  3.75%
  Series G Senior Guaranteed Note due September 15, 2017 -
  Registration No. RG-[    ] (“Note RG-[    ])

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Coupon
  for the amount due under the terms and conditions of this Note
  RG-[    ] on the next Interest Payment Date. This Coupon
  is payable only to the registered holder of the Note to which it is (or was)
  attached and, therefore, it is not separately negotiable. This Coupon is
  subject to the same terms and conditions applicable to the Note to which it
  is (or was) attached.

  	
   

  	
  Coupon
  for interest payment due

  September 15/March 15

  [2011/12/13/14/15/16/17]

  



 


Exhibit 1(a)(i)-7

















 


EXHIBIT 1(a)(ii)


 


[FORM OF SERIES H NOTE]


 


LUXOTTICA GROUP S.p.A.


 


4.25% SERIES H SENIOR GUARANTEED NOTE DUE SEPTEMBER 15, 2020


(“Obbligazione Senior Garantita
Series H 4.25% Scadenza 15 Settembre 2020”)


 


	
  No. RH-[          ]

  	
  [DATE]

  
	
  €[              ]

  	
  PPN: 55068R A@2

  



 


TERMS
AND CONDITIONS


 


1.             Issuer.


 


The
issuer is Luxottica Group S.p.A. (herein called the “Company”),
a company organized under the laws of Italy with the purpose of (i) the
purchase and holding of shareholdings in other Italian or foreign companies or
legal entities, performed not vis-à-vis the public, (ii) the granting of
financings to, and the managing and financial coordination of, the companies in
which it is a shareholder; (iii) the purchase, sale, holding  and management of public and private notes
performed not vis-à-vis the public, (iv) the granting of guarantees and
security interests and the assumption of joint-liabilities in the interest of
the companies belonging to its group, (v) the purchase, building, sale,
exchange and lease of both real estate and moveable assets, (vi) the sale
in Italy and abroad of spectacle-frames and other products of the spectacle’s
sector and similar, and (vii) the performance of any other commercial,
industrial, real estate and financial (not vis-à-vis the public) transaction in
favor and in the interest of the company belonging to its group, having its
legal address at Via C. Cantù 2, Milan 20123, Italy and being registered
with the Companies’ Register of Milan, Italy at No. 00891030272.


 


2.             Capital
and Reserves.


 


The
capital paid in of the Company is Euro 27,909,004.98 as of August 31,
2010.


 


The
reserves, as shown in the Company’s balance sheet as of December 31, 2009,
are Euro 1,334,640,060.00. Following a dividend distribution, resolved by the
general shareholders meeting held on April 29, 2010, reserves of the
Company are equal to Euro 1,493,435,261.65.


 


3.             Corporate
Action and Authorizations.


 


The
issuance of the Series H Notes (defined below) was authorized by
resolution of Mr. Enrico Cavatorta as Director of the Company on 20
September 2010, in compliance with the resolution adopted by the Board of
Directors on July 26, 2010 Such resolution was filed with the register of
enterprises in Milan, Italy, on 20 September 2010 at No. RA/PRA/2010/310295 (Numero di protocollo)
and No. 908N3142 (Codice Pratica).


 


Exhibit 1(a)(ii)-1
















 


4.             The
Note Purchase Agreement.


 


As
of September 30, 2010 the Company and certain investors entered into a
Note Purchase Agreement (“contratto per la
sottoscrizione di obbligazioni”) (as amended, restated or otherwise
modified from time to time, the “Note Purchase Agreement”)
governing, inter alia, the issuance of 3.75% Series G
Senior Guaranteed Notes due September 15, 2017 (as amended, restated or
otherwise modified from time to time, herein called the “Series G
Notes”) and 4.25% Series H Senior Guaranteed Notes due
September 15, 2020 (as amended, restated or otherwise modified from time
to time, herein called the “Series H Notes”
and, together with the Series G Notes, the “Notes”)
and the terms and conditions thereof. 
Capitalized terms used and not defined herein have the respective
meanings ascribed thereto in the Note Purchase Agreement.


 


5.             Incorporation
by reference of the Note Purchase Agreement.


 


(a)                                  The statements in the Series H
Notes include summaries of, and are subject to, the detailed provisions and
definitions in the Note Purchase Agreement, which contains a detailed
description of all the terms and conditions to which the Notes are subject.


 


(b)                                 The registered holders of
the Notes from time to time (herein called the “Noteholders”)
are entitled to the benefit of, are bound by, and are deemed to have notice of,
all provisions of the Note Purchase Agreement.


 


(c)                                  Each Noteholder will be
deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 21 of the Note Purchase
Agreement and (ii) to have made the representations and covenant set forth
in Section 6 of the Note Purchase Agreement.


 


(d)                                 The Series H Notes are
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.


 


(e)                                  If an Event of Default
occurs and is continuing, the principal of any Series H Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount or Modified Make-Whole Amount) and
with the effect provided in the Note Purchase Agreement.


 


(f)                                    Copies of the Note Purchase
Agreement are available for inspection during normal business hours by any
Noteholder at the headquarters of the Company in Milan, Italy.


 


(g)                                 The custodian of the Notes
on the date hereof is Deutsche Bank Trust Company Americas (together with its
successors and assigns in such capacity, the “Custodian”).  The Custodian may be replaced or may resign at
any time, provided that a successor has been appointed.  The Company shall notify all Noteholders of
such successor Custodian in advance in writing.


 


Exhibit 1(a)(ii)-2

















 


(h)                                 Upon request of any
Noteholder, the Company shall provide such Noteholder with a copy of the Note
Purchase Agreement.


 


6.             Global
Value of the Notes.


 


The
aggregate principal amount of the Notes is €100,000,000. The aggregate
principal amount of the Series G Notes is €50,000,000. The aggregate
principal amount of the Series H Notes is €50,000,000.


 


7.             Denomination
and Form of the Series H Notes.


 


(a)                                  The Series H Notes are
issued in denominations of €100,000 and integral multiples thereof (except to
the extent any smaller denomination may be authorized by the board of directors
of the Company), with interest Coupons attached on issue.


 


(b)                                 The Series H Notes are
in registered form and, as provided in the Note Purchase Agreement, upon
surrender of any Series H Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder’s attorney duly authorized in writing,
a new Series H Note for a like principal amount will be issued to, and
registered in the name of, the transferee.


 


(c)                                  Prior to due presentment for
registration of transfer, the Company may treat the person in whose name any
Series H Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.


 


8.             Face
Value of this Series H Note and Registered Holder Hereof.


 


The
Company hereby promises to pay to [                        ],
or registered assigns, the principal sum of [                        ]
EUROS (€[              ])
on September 15, 2020.


 


9.             Interest.


 


The
Series H Notes bear interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of
4.25% per annum from the date hereof, payable
semiannually, on each Interest Payment Date in each year, commencing with the
September 15 or March 15 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount or Modified Make-Whole Amount, payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the
lesser of (i) the greater of (A) 6.25% and (B) 2.00% over the
rate of interest publicly announced by Bank of America, N.A. from time to time
in New York City as its “base” or “prime” rate or (ii) the Maximum Rate.


 


Exhibit 1(a)(ii)-3

















 


10.          Guaranty.


 


The
obligations of the Company under the Note Purchase Agreement and the Series H
Notes (including, without limitation, the payment by the Company of the principal
of, and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest
on, the Series H Notes) are guaranteed by the Subsidiary Guarantors (on
the date hereof, Luxottica S.r.l., a corporation incorporated in Italy and
Luxottica U.S. Holding Corp., a Delaware corporation)  as provided in the Subsidiary Guarantee.


 


11.          Payment at Maturity.


 


Subject
to the other provisions of the Note Purchase Agreement, the then outstanding
principal amount of the Series H Notes shall become due and payable on
September 15, 2020.


 


12.          Payments.


 


(a)                                  Payments of principal,
interest, Make-Whole Amount and Modified Make-Whole Amounts and Additional
Amounts in respect of each Series H Note will be made against presentment
and surrender (or, at the option of the holder of such Series H Note,
endorsement, except in the case of payment in full of all principal, interest,
Make-Whole Amount, Modified Make-Whole Amount and Additional Amounts) of the
Series H Note and/or the relevant Coupon by any holder, except that
payments of interest due on an Interest Payment Date will be made against
presentment and surrender (or in the case of partial payment only, endorsement)
of the relevant Coupon, at the specified office of the Company’s fiscal agent,
Deutsche Bank S.p.A. (together with its successors and assigns in such
capacity, the “Fiscal Agent”), at Via Melchiorre
Gioia 8, 20124 Milan, Italy, in each case in accordance with the terms of
the Note Purchase Agreement.


 


(b)                                 Payments of principal of,
interest on and any Make-Whole Amount or Modified Make-Whole Amount with
respect to the Series H Notes are to be made in Euros to the registered
holder hereof at the address shown in the register maintained by the Company
for such purpose, in the manner described in the Note Purchase Agreement.  Payments will be made by the Fiscal
Agent.  The Fiscal Agent may be replaced
by the Company or may resign at any time, provided that a successor has been
appointed.  The Company shall notify all
Noteholders of such succession in writing.


 


13.          Noteholders’ Meetings and Joint
Representative.


 


(a)                                  The Note Purchase Agreement
contains provisions for convening meetings of the Noteholders to consider any
matter affecting their common interests, including, inter alia,
appointment and removal of the Joint Representative (“rappresentante
comune”) and amendments to the terms and conditions of the Note
Purchase Agreement and the Series H Notes.


 


Exhibit 1(a)(ii)-4

















 


(b)                                 Subject to the provision of
the Note Purchase Agreement relating to the meetings of the Noteholders,
Persons in possession of original Notes, Voting Certificates or Block Voting
Instructions shall be entitled to attend and vote, in person or by proxy, at
any Noteholders’ Meetings.


 


(c)                                  The Note Purchase Agreement
contains provisions for the appointment of the Joint Representative by one or
more Noteholders to serve as a proxy at any Noteholders’ Meetings.


 


(d)                                 Noteholders’ Meetings shall
take place in New York, New York or Milan, Italy.


 


14.          Restriction on Transfer.


 


The
Series H Notes may only be assigned, sold or otherwise transferred in
compliance with the following restrictions:


 


(a)           Since the offering of the
Series H Notes has not been registered with the Commissione Nazionale per
le Società e la Borsa (“CONSOB”) (the
Italian Securities Exchange Commission) pursuant to Italian securities
legislation, the Series H Notes may not be offered, sold or delivered, nor
may copies of any document relating to the offering of the Series H Notes
be distributed in the Republic of Italy to any proposed purchaser, except:


 


(i)                                     to qualified investors
(investitori qualificati), as defined pursuant to Article 100 of
Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Article 34-ter, first
paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999
(as amended from time to time) (“Regulation No. 11971”);
or


 


(ii)                                  in other circumstances which
are exempted from the rules on public offerings pursuant to Article 100
of the Financial Services Act and Regulation No. 11971.


 


(b)           Any offer, sale or delivery
of the Series H Notes or distribution of copies of any document relating
to the offering of the Series H Notes in the Republic of Italy to any
proposed purchaser under (i) or (ii) above must be:


 


(i)                                     made by an investment firm,
bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007 (as amended from time to
time) and Legislative Decree No. 385 of 1 September 1993, as amended
(the “Banking Act”);


 


(ii)                                  in compliance with Article 129
of the Banking Act, as amended, and the implementing guidelines of the Bank of
Italy, as amended from time to time, pursuant to which the Bank of Italy may
require information on the issue or the offer of securities in the Republic of
Italy; and


 


Exhibit 1(a)(ii)-5

















 


(iii)                               in compliance with any other
applicable laws and regulations or requirement imposed by CONSOB or any other
Italian authority.


 


15.          Governing Law.


 


Except
as set forth in the Note Purchase Agreement with regard to the matters
governing Noteholders’ Meetings, appointment of a Joint Representative and
amendments and waivers, in each case, including procedures therefor, which
shall be construed and enforced in accordance with the law of Italy, the Series H
Notes shall be construed and enforced in accordance with, and the rights of the
Company and the holder of any Series H Note shall be governed by, the law
of the State of New York (USA) excluding choice-of-law principles of the law of
such State that would permit or require the application of the laws of a
jurisdiction other than such State.


 


	
   

  	
  LUXOTTICA
  GROUP S.p.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit 1(a)(ii)-6

















 


[FORM OF
SERIES H COUPON]


 


Luxottica Group S.p.A.


 


	
  4.25%
  Series H Senior Notes due September 15, 2020 - Registration
  No. RH-[    ] (“Note
  RH-[    ])

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Coupon
  for the amount due under the terms and conditions of this Note
  RH-[    ] on the next Interest Payment Date. This Coupon
  is payable only to the registered holder of the Note to which it is (or was)
  attached and, therefore, it is not separately negotiable. This Coupon is
  subject to the same terms and conditions applicable to the Note to which it
  is (or was) attached.

  	
   

  	
  Coupon
  for interest payment due

  September 15/March 15

  [2011/12/13/14/15/16/17/18/19/20]

  



 


Exhibit 1(a)(ii)-7

















 


EXHIBIT 18.1(a)


 


FORM OF
VOTING CERTIFICATE


 


[To be translated into Italian language if required
by any applicable Italian law]


 


[LETTERHEAD OF CUSTODIAN OR DEPOSITORY, AS APPLICABLE]


 


VOTING CERTIFICATE


 


Place
[Milan, Italy], Date


 


1.             Upon request of [name of the
Noteholder], the undersigned, [Deutsche Bank Trust Company Americas (“Custodian”)][Deutsche Bank S.p.A. (“Depository”)],
attests and certifies that:


 


(a)           on the date hereof, €                 in
aggregate amount of Series [G/H] Note(s) (“Specified
Note[s])”) issued by Luxottica Group S.p.A. (the “Company”) pursuant to the Note Purchase Agreement by and
among the Company and the Purchasers listed in Schedule A thereto dated as of
September 30, 2010, as amended from time to time, the “Note Purchase Agreement”, and bearing serial number No. [    ],
[is] [are] deposited with the [Custodian][Depository];


 


(b)           the Specified Note[s] will
not cease to be so deposited until the first to occur of:


 


(i)            the conclusion
of the Noteholders’ Meeting specified hereinbelow or, if applicable, any
adjournment thereof; or


 


(ii)           the surrender
of this voting certificate to the undersigned [Custodian][Depository];


 


(c)           the Specified Note[s] is/are
payable to the Person named therein and such Person is recorded as the owner of
the Specified Note[s] on the Company’s register for the registration and
registration of transfers of Specified Notes;


 


(d)           to the knowledge of the
[Custodian][Depository], the Specified Note[s] are free of liens, pledges or
encumbrances whatsoever registered thereon attributing the voting right to a
person different from the registered Noteholder; and


 


(e)           to the knowledge of the
[Custodian][Depository], [name of the Noteholder or the Noteholder’s appointed
proxy] is, therefore, entitled to attend and vote at the Noteholders’ Meeting
specified hereinbelow and, if applicable, at any adjournment thereof in respect
of the Specified Note[s] represented by this voting certificate.


 


2.             This voting certificate is
being released for purposes of the Noteholders’ Meeting which was called by
means of the notice published in the Italian Official Gazette (“Gazzetta Ufficiale”) 


 


Exhibit 18.1(a)-1

















 


or
[insert name of one of the newspapers referred to in
the Company’s by-laws] of [date] and in the website of the Company
on [date]. All terms not defined herein shall have the definitions given to
such terms in the Note Purchase Agreement.


 


	
   

  	
  [Deutsche
  Bank Trust Company Americas]

  
	
   

  	
  [Deutsche
  Bank S.p.A.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit 18.1(a)-2

















 


EXHIBIT 18.1(b)


 


FORM OF
BLOCK VOTING INSTRUCTIONS


 


[LETTERHEAD OF THE CUSTODIAN OR DEPOSITORY, AS APPLICABLE]


 


[To be translated into Italian language if required
by any applicable Italian law]


 


BLOCK VOTING INSTRUCTIONS


 


These
Block Voting Instructions are being released for purposes of the Noteholders’
Meeting (as defined in the Note Purchase Agreement by and among Luxottica Group
S.p.A. (the “Company”) and the Purchasers
listed in Schedule A thereto dated as of September 30, 2010, as amended
from time to time, the “Note Purchase Agreement”)
which was called by means of the notice published in [the Italian Official
Gazette or [insert name of one of the newspapers  referred to in the Company’s by-laws] of [date] and in the
website of the Company on [date] and to be
held on
[                     ]
in
[              ]
at the offices of
[                   ],
with the agenda set out in the convening notice and for any reconvened meeting
with the same agenda.  All terms not
defined herein shall have the definitions given to such terms in the Note
Purchase Agreement.


 


1.             Upon request of [name of the
Noteholder], the undersigned, [Deutsche Bank Trust Company Americas (“Custodian”)][Deutsche Bank S.p.A. (“Depository”)],
attests and certifies that:


 


(a)           on the date hereof,
€                in
aggregate amount of Series [G/H] Notes (“Specified
Note[s])”) bearing serial number No. [   ], [is]
[are] deposited with the [Custodian][Depository];


 


(b)           the Specified Note[s] will
not cease to be so deposited until the first to occur of:


 


(i)            the conclusion
of the Noteholders’ Meeting specified hereinabove or, if applicable, any
adjournment thereof; or


 


(ii)           the surrender
of these Block Voting Instructions to the undersigned [Custodian][Depository];


 


(c)           the Specified Note[s] is/are
payable to the Person named therein and such Person is recorded as the owner of
the Specified Note[s] on the Company’s register for the registration and
registration of transfers of Notes;


 


(d)           to the knowledge of the
[Custodian][Depository], the Specified Note[s] are free of liens, pledges or
encumbrances whatsoever registered thereon attributing the voting right to a
person different from the registered Noteholder; and


 


Exhibit 18.1(b)-1

















 


(e)           to the knowledge of the
[Custodian][Depository], [name of the Noteholder or the Noteholder’s appointed
proxy] is, therefore, entitled to attend and vote at the Noteholders’ Meeting
specified hereinabove and, if applicable, at any adjournment thereof in respect
of the Specified Note[s] represented by these Block Voting Instructions.


 


2.             Upon request of [name of the
registered Noteholder], we hereby further attest that we have received written
instructions from said Noteholder that
[                     ]
(name of the proxy) (“Proxy”) shall be entitled to attend the Noteholders’ Meeting
as a proxy thereof and shall cast the votes attributable to the Specified Notes
as follows:


 


	
   

  	
   

  	
  In favor

  of Resolution 1

  	
   

  	
  Against Resolution 1

  	
   

  	
  Abstain

  	
   

  
	
  Series [G/H] Notes held by [name Noteholder]
  in aggregate principal amount of € 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of votes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  In favor

  of Resolution 2

  	
   

  	
  Against Resolution 2

  	
   

  	
  Abstain

  	
   

  
	
  Series [G/H] Notes held by [name Noteholder]
  in aggregate principal amount of € 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of votes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  In favor

  of Resolution 3

  	
   

  	
  Against Resolution 3

  	
   

  	
  Abstain

  	
   

  
	
  Series [G/H] Notes held by [name Noteholder]
  in aggregate principal amount of € 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of votes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.             Upon request of the [name of
the Noteholder], this Block Voting Instruction is being delivered to the Proxy.


 


Exhibit 18.1(b)-2

















 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
  [Deutsche
  Bank Trust Company Americas]

  
	
  [Deutsche
  Bank S.p.A.]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Exhibit 18.1(b)-3