Exhibit 4.22


 


Execution copy




 





 


 


LUXOTTICA
U.S. HOLDINGS CORP.


 


 


U.S.$50,000,000


 


5.19% Series D
Senior Guaranteed Notes due 2017


 


 


U.S.$50,000,000


 


5.75% Series E
Senior Guaranteed Notes due 2020


 


 


U.S.$75,000,000


 


5.39% Series F
Senior Guaranteed Notes due 2019


 


 






 


NOTE PURCHASE AGREEMENT


 






 


 


Dated January 29,
2010


 




 





 

















 


TABLE OF CONTENTS


 


	
  1

  	
  AUTHORIZATION
  OF NOTES; GUARANTEES

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  SALE AND
  PURCHASE OF NOTES

  	
  2

  
	
   

  	
   

  	
   

  
	
  3

  	
  CLOSING

  	
  2

  
	
   

  	
   

  	
   

  
	
  4

  	
  CONDITIONS TO
  CLOSING

  	
  3

  
	
   

  	
   

  
	
  4.1

  	
  Representations
  and Warranties

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Performance;
  No Default

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Compliance
  Certificates

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Opinions of
  Counsel

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Purchase
  Permitted By Applicable Law, etc.

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Sale of Other
  Notes

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Payment of
  Special Counsel Fees

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  Private
  Placement Number

  	
  5

  
	
   

  	
   

  	
   

  
	
  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

  	
  Proceedings
  and Documents

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.13

  	
  Parent
  Guarantee

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.14

  	
  Subsidiary
  Guarantee

  	
  5

  
	
   

  	
   

  
	
  5

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE COMPANY AND THE PARENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Organization;
  Power and Authority

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Authorization,
  etc.

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Disclosure

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.4

  	
  Organization
  and Ownership of Shares of Subsidiaries

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.5

  	
  Financial
  Statements

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.6

  	
  Compliance
  with Laws, Other Instruments, etc.

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.7

  	
  Governmental
  Authorizations, etc.

  	
  8

  
				



 


i

















 


	
  5.8

  	
  Litigation;
  Observance of Statutes and Orders

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.9

  	
  Taxes

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.10

  	
  Title to
  Property; Leases

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.11

  	
  Licenses,
  Permits, etc.

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.12

  	
  Compliance
  with ERISA

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.13

  	
  Private
  Offering by the Company

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.14

  	
  Use of
  Proceeds; Margin Regulations

  	
  11

  
	
   

  	
   

  	
   

  
	
  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

  	
  13

  
	
   

  	
   

  	
   

  
	
  5.21

  	
  Corporate
  Benefit

  	
  13

  
	
   

  	
   

  	
   

  
	
  6

  	
  REPRESENTATIONS
  OF THE PURCHASER

  	
  13

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Purchase for
  Investment

  	
  13

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Source of
  Funds

  	
  13

  
	
   

  	
   

  	
   

  
	
  7

  	
  INFORMATION AS
  TO THE PARENT AND THE COMPANY

  	
  15

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Financial and
  Business Information

  	
  15

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Officer’s
  Certificate

  	
  18

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Visitation

  	
  19

  
	
   

  	
   

  	
   

  
	
  8

  	
  PREPAYMENT OF
  THE NOTES

  	
  20

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Payment at
  Maturity

  	
  20

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Optional
  Prepayments with Make-Whole Amount

  	
  20

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Optional
  Prepayment for Taxes

  	
  21

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Allocation of
  Partial Prepayments

  	
  21

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Maturity;
  Surrender, etc.

  	
  21

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  Purchase of
  Notes

  	
  22

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Make-Whole
  Amount and Modified Make-Whole Amount

  	
  22

  
				



 


ii

















 


	
  8.8

  	
  Change of
  Control Prepayment Offer

  	
  24

  
	
   

  	
   

  	
   

  
	
  9

  	
  AFFIRMATIVE
  COVENANTS

  	
  24

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Compliance
  with Law

  	
  24

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Insurance

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Maintenance of
  Properties

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Payment of
  Taxes

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  Corporate
  Existence, etc.

  	
  25

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Priority of
  Obligations

  	
  26

  
	
   

  	
   

  	
   

  
	
  10

  	
  NEGATIVE
  COVENANTS

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Transactions
  with Affiliates

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Merger,
  Consolidation, etc.

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  Terrorism
  Sanctions Regulations

  	
  28

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  Liens

  	
  28

  
	
   

  	
   

  	
   

  
	
  10.5

  	
  Priority Debt

  	
  31

  
	
   

  	
   

  	
   

  
	
  10.6

  	
  Sale of Assets

  	
  31

  
	
   

  	
   

  	
   

  
	
  10.7

  	
  Financial
  Condition

  	
  31

  
	
   

  	
   

  	
   

  
	
  10.8

  	
  Segregation of
  Assets under the Italian Civil Code

  	
  32

  
	
   

  	
   

  	
   

  
	
  10.9

  	
  Disapplication
  of IAS 39 in Covenant Calculations

  	
  32

  
	
   

  	
   

  	
   

  
	
  10.10

  	
  Change of
  Business

  	
  32

  
	
   

  	
   

  	
   

  
	
  11

  	
  EVENTS OF
  DEFAULT

  	
  32

  
	
   

  	
   

  	
   

  
	
  12

  	
  REMEDIES ON
  DEFAULT, ETC.

  	
  34

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Acceleration

  	
  34

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  Other Remedies

  	
  35

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  Rescission

  	
  35

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  Waivers or
  Election of Remedies, Expenses, etc.

  	
  35

  
	
   

  	
   

  	
   

  
	
  13

  	
  TAX
  INDEMNIFICATION

  	
  36

  
	
   

  	
   

  	
   

  
	
  14

  	
  REGISTRATION;
  EXCHANGE; SUBSTITUTION OF NOTES

  	
  39

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Registration
  of Notes

  	
  39

  
				



 


iii

















 


	
  14.2

  	
  Transfer and
  Exchange of Notes

  	
  39

  
	
   

  	
   

  	
   

  
	
  14.3

  	
  Replacement of
  Notes

  	
  40

  
	
   

  	
   

  	
   

  
	
  15

  	
  PAYMENTS ON
  NOTES

  	
  40

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Place of
  Payment

  	
  40

  
	
   

  	
   

  	
   

  
	
  15.2

  	
  Home Office
  Payment

  	
  41

  
	
   

  	
   

  	
   

  
	
  16

  	
  EXPENSES, ETC.

  	
  41

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Transaction
  Expenses

  	
  41

  
	
   

  	
   

  	
   

  
	
  16.2

  	
  Certain Taxes

  	
  42

  
	
   

  	
   

  	
   

  
	
  16.3

  	
  Survival

  	
  42

  
	
   

  	
   

  	
   

  
	
  17

  	
  SURVIVAL OF
  REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

  	
  42

  
	
   

  	
   

  	
   

  
	
  18

  	
  AMENDMENT AND
  WAIVER

  	
  42

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Requirements

  	
  42

  
	
   

  	
   

  	
   

  
	
  18.2

  	
  Solicitation
  of Holders of Notes

  	
  43

  
	
   

  	
   

  	
   

  
	
  18.3

  	
  Binding
  Effect, etc.

  	
  43

  
	
   

  	
   

  	
   

  
	
  18.4

  	
  Notes held by
  Company, etc.

  	
  44

  
	
   

  	
   

  	
   

  
	
  19

  	
  NOTICES;
  ENGLISH LANGUAGE

  	
  44

  
	
   

  	
   

  	
   

  
	
  20

  	
  REPRODUCTION
  OF DOCUMENTS

  	
  45

  
	
   

  	
   

  	
   

  
	
  21

  	
  CONFIDENTIAL
  INFORMATION

  	
  45

  
	
   

  	
   

  	
   

  
	
  22

  	
  SUBSTITUTION OF
  PURCHASER

  	
  46

  
	
   

  	
   

  	
   

  
	
  23

  	
  MISCELLANEOUS

  	
  46

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Successors and
  Assigns

  	
  46

  
	
   

  	
   

  	
   

  
	
  23.2

  	
  Payments Due
  on Non-Business Days

  	
  46

  
	
   

  	
   

  	
   

  
	
  23.3

  	
  Severability

  	
  47

  
	
   

  	
   

  	
   

  
	
  23.4

  	
  Construction

  	
  47

  
	
   

  	
   

  	
   

  
	
  23.5

  	
  Counterparts

  	
  47

  
	
   

  	
   

  	
   

  
	
  23.6

  	
  Governing
  Law

  	
  47

  
				



 


iv

















 


	
  23.7

  	
  Jurisdiction
  and Process

  	
  47

  
	
   

  	
   

  	
   

  
	
  23.8

  	
  Obligation to
  Make Payments in Dollars

  	
  48

  
	
   

  	
   

  	
   

  
	
  23.9

  	
  Additional
  Subsidiary Guarantors

  	
  49

  



 


	
  SCHEDULE A

  	
  —

  	
  Information Relating to
  Purchasers

  
	
  SCHEDULE B

  	
  —

  	
  Defined Terms

  
	
  SCHEDULE 4.9

  	
  —

  	
  Changes in Corporate
  Structure

  
	
  SCHEDULE 5.3

  	
  —

  	
  Disclosure Materials

  
	
  SCHEDULE 5.4

  	
  —

  	
  Subsidiaries of the
  Parent and Ownership of Subsidiary Shares

  
	
  SCHEDULE 5.5

  	
  —

  	
  Financial Statements

  
	
  SCHEDULE 5.8

  	
  —

  	
  Certain Litigation

  
	
  SCHEDULE 5.11

  	
  —

  	
  Licenses and Permits

  
	
  SCHEDULE 5.14

  	
  —

  	
  Use of Proceeds

  
	
  SCHEDULE 5.15

  	
  —

  	
  Existing Indebtedness

  
	
  SCHEDULE 10.4

  	
  —

  	
  Existing Liens

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 1(a)(i)

  	
  —

  	
  Form of 5.19%
  Series D Senior Guaranteed Note due 2017

  
	
  EXHIBIT 1(a)(ii)

  	
  —

  	
  Form of 5.75%
  Series E Senior Guaranteed Note due 2020

  
	
  EXHIBIT 1(a)(iii)

  	
  —

  	
  Form of 5.39%
  Series F Senior Guaranteed Note due 2019

  
	
  EXHIBIT 1(b)

  	
  —

  	
  Form of Parent
  Guarantee

  
	
  EXHIBIT 1(c)

  	
  —

  	
  Form of Subsidiary
  Guarantee

  
	
  EXHIBIT 4.4(a)

  	
  —

  	
  Form of Opinion of
  Special U.S. Counsel for the Company, the Parent and the Initial Subsidiary
  Guarantor

  
	
  EXHIBIT 4.4(b)

  	
  —

  	
  Form of Opinion of
  Special Italian Counsel for the Company, the Parent and the Initial
  Subsidiary Guarantor

  
	
  EXHIBIT 4.4(c)

  	
  —

  	
  Form of Opinion of
  Special Counsel for the Purchasers

  



 


v
















 


LUXOTTICA
U.S. HOLDINGS CORP.

44 Harbor Park
Drive


Port Washington, NY 11050


 


LUXOTTICA
GROUP S.p.A.

Via C. Cantù 2


Milan 20123, Italy


 


Note Purchase Agreement


 


U.S.$50,000,000


 


5.19% Series D
Senior Guaranteed Notes due 2017


 


U.S.$50,000,000


 


5.75% Series E
Senior Guaranteed Notes due 2020


 


U.S.$75,000,000


 


5.39% Series F
Senior Guaranteed Notes due 2019


 


January 29, 2010


 


TO EACH OF THE PURCHASERS
LISTED IN

THE ATTACHED SCHEDULE A:


 


Ladies and Gentlemen:


 


Luxottica U.S. Holdings Corp., a corporation incorporated
in Delaware (the “Company”) and Luxottica Group S.p.A., a corporation
incorporated in Italy (the “Parent”), agree 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 will authorize the issue and
sale of U.S.$50,000,000 aggregate principal amount of its 5.19% Series D
Senior Guaranteed Notes due 2017 (the “Series D Notes”), U.S.$50,000,000
aggregate principal amount of its 5.75% Series E Senior Guaranteed Notes
due 2020 (the “Series E Notes”) and U.S.$75,000,000 aggregate principal
amount of its 5.39% Series F Senior Guaranteed Notes due 2019 (the “Series F
Notes” and, together with the Series D Notes and the Series E Notes,
the “Notes”, such term to include any such notes issued in substitution
therefor pursuant to Section 14 of this Agreement).  The Notes shall be substantially in the form
set out in Exhibit 1(a)(i) — (iii), with such changes therefrom, if
any, as 


 


1

















 


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 Parent pursuant to the guarantee provided
in the Parent Guarantee (the “Parent Guarantee”) substantially in the form of Exhibit 1(b) hereto.


 


(c)          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 Guarantor and any
Additional Subsidiary Guarantor, pursuant to the Subsidiary Guarantee (the
“Subsidiary Guarantee” and, together with this Agreement and the Parent
Guarantee, the “Agreements”) substantially in the form of Exhibit 1(c) 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
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 Latham & Watkins, 885
Third Avenue, Suite 1000, New York, NY, at 10:00 a.m., New York time,
at a closing (the “Closing”) on January 29, 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 to account number 4426-452856,
account name Luxottica US Holdings Corp at Bank of America, 100 West 33rd Street New
York, NY, ABA# 026009593.  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.


 


2

















 


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 and
the Parent in this Agreement, and of the Initial Subsidiary Guarantor 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.


 


4.2          Performance;
No Default.


 


Each of the Company and the Parent shall have
performed and complied with all agreements and conditions contained in this
Agreement, and the Initial Subsidiary Guarantor shall have performed and
complied with all agreements and conditions contained in the Subsidiary
Guarantee required to be performed or complied with by it 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.  Each of the Company and the Parent 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 Notes and the Agreements.  A Senior Financial Officer of the Parent
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 Agreements.


 


(c)           Initial
Subsidiary Guarantor Officer’s Certificates.  An authorized Director of the Initial
Subsidiary Guarantor 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 such Subsidiary
Guarantee only, have been fulfilled.


 


(d)           Initial
Subsidiary Guarantor Secretary’s Certificates.  The Secretary, or an authorized Director, of
the Initial Subsidiary Guarantor shall have delivered to such Purchaser a
certificate certifying as to the resolutions 


 


3

















 


attached thereto and other corporate
proceedings relating to the authorization, execution and delivery of the Subsidiary
Guarantee.


 


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, the Parent
and the Initial Subsidiary Guarantor, covering the matters set forth in 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, the
Parent and the Initial Subsidiary Guarantor hereby instruct their counsel to
deliver such opinion to the Purchasers); (b) from Studio Legale
Bonelli Erede Pappalardo, Italian legal advisers for the Parent and the Initial
Subsidiary Guarantor, covering the matters set forth in 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 Parent and the
Initial Subsidiary Guarantor hereby instruct its counsel to deliver such
opinion to the Purchasers); and (c) from Latham & Watkins,
the Purchasers’ special counsel in connection with such transactions covering
such other matters incident to such transactions as such Purchaser may
reasonably request.


 


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
Special Counsel Fees.


 


Without limiting the provisions of Section 16.1,
the Company shall have paid on or before the Closing the reasonable fees,
charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4
to the extent reflected in a statement of such counsel rendered to the Company
at least one Business Day prior to the Closing.


 


4

















 


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 the Notes.


 


4.9          Changes in
Corporate Structure.


 


Except as specified in Schedule 4.9, neither the
Company nor the Parent 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 the
Parent, 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        Acceptance
of Appointment to Receive Service of Process.


 


Such Purchaser shall have received evidence of the
acceptance by National Registered Agents, Inc. of the appointment and
designation provided for by Section 23.7 for the period from the date of
the Closing to January 29, 2021 (and the payment in full of all fees in
respect thereof).


 


4.11        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 ABA number and (c) the
account name and number into which the purchase price for the Notes is to be
deposited.


 


4.12        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.


 


4.13        Parent
Guarantee.


 


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


 


4.14        Subsidiary
Guarantee.


 


The Subsidiary Guarantee shall have been duly
authorized, executed and delivered by the Initial Subsidiary Guarantor and such
Purchaser shall have received a fully executed counterpart thereof, and on the
date of the Closing, such Subsidiary 


 


5

















 


Guarantee shall be in
full force and effect and shall constitute the legal, valid and binding
obligation of the Initial Subsidiary Guarantor.


 


5              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT.


 


The Company and the Parent (as applicable) represent
and warrant to each Purchaser that:


 


5.1          Organization;
Power and Authority.


 


Each of the Company, the Parent and the Initial
Subsidiary Guarantor 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, the Parent and the Initial Subsidiary Guarantor 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, the Parent
Guarantee 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, (b) this
Agreement has been duly authorized by all necessary corporate action on the
part of the Parent, and this Agreement constitutes a legal, valid and binding
obligation of the Parent enforceable against the Parent in accordance with its
terms, (c) the Parent Guarantee has been duly authorized by all
necessary corporate action on the part of the Parent and the Parent Guarantee
constitutes a legal, valid and binding obligation of the Parent enforceable
against the Parent in accordance with its terms and (d) the
Subsidiary Guarantee has been duly authorized by all necessary corporate action
on the part of the Initial Subsidiary Guarantor and the Subsidiary Guarantee
constitutes a legal, valid and binding obligation of the Initial Subsidiary
Guarantor enforceable against the Initial Subsidiary Guarantor in accordance
with its terms, except, with respect to clauses (a), (b), (c) and (d) 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).


 


6

















 


5.3          Disclosure.


 


Except as disclosed in Schedule 5.3, this Agreement,
the Parent Guarantee, 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 September 30,
2009, there has been no change in the financial condition, operations, business
or properties of the Company, the Parent or any Subsidiary except changes that
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.


 


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 Parent’s
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 Parent 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 Parent and its Material
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by the Parent 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.


 


7

















 


5.5          Financial
Statements.


 


The Parent 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 Parent 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, the Parent and the Initial Subsidiary Guarantor of this Agreement, the
Notes, the Parent Guarantee and the Subsidiary Guarantee, as applicable, will
not (i) 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 Parent 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 Parent or any Subsidiary is
bound or by which the Parent 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 Parent or any Subsidiary or (iii) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Parent 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, the
Parent or the Initial Subsidiary Guarantor of this Agreement, the Notes, the
Parent Guarantee or the Subsidiary Guarantee, as applicable, including, without
limitation, any thereof required in connection with the obtaining of Dollars to
make payments under this Agreement or the Notes and the payment of such Dollars
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, the Parent Guarantee 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 or
the Parent, threatened against or affecting the 


 


8

















 


Parent or any Subsidiary or any
property of the Parent 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
Parent 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 Parent 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 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 Parent or any Subsidiary,
as the case may be, has established adequate reserves in accordance with
GAAP.  The statute of limitations has
expired for the Federal income tax returns of the Company and its Subsidiaries
and the tax liabilities shown on such returns have been paid to the Internal
Revenue Service for all fiscal years up to and including the fiscal year ended December 31,
2004.


 


5.10        Title to
Property; Leases.


 


The Parent 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 Parent 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.


 


Except as disclosed in Schedule 5.11, the Parent 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.


 


9
















 


5.12        Compliance
with ERISA.


 


(a)           The Parent
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 Parent 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 Parent or any ERISA Affiliate, or
in the imposition of any Lien on any of the rights, properties or assets of the
Parent 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 Parent
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.


 


(c)           The expected
postretirement benefit obligation (determined as of the last day of the
Parent’s most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Parent 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 Parent 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 Parent 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, the Parent nor anyone acting on
their behalf has offered the Notes, the Parent Guarantee 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
Note, the Parent Guarantee and the 


 


10

















 


Subsidiary Guarantee at a
private sale for investment.  Neither the
Company, the Parent 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 or
the Parent 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 Parent and its Subsidiaries,
and neither the Company nor the Parent 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.


 


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 Parent and its Subsidiaries as of September 30, 2009, 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 Parent or
its Subsidiaries.  Neither the Parent 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 Parent
or such Subsidiary and no event or condition exists with respect to any
Indebtedness of the Parent 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 the
sale of the Notes by the Company hereunder nor its use of the proceeds thereof
will violate the United States Trading with the Enemy Act, as amended, or any
of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation
or executive order relating thereto.


 


(b)           Neither the
Parent nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) knowingly
engages in any dealings or transactions with any such 


 


11

















 


Person.  The Parent and its Subsidiaries are in
compliance, in all material respects, with the USA Patriot Act.


 


(c)           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,
or anyone else acting in an official capacity, in order to 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 Parent and the Company.


 


5.17        Status under
Certain Statutes.


 


Neither the Parent 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
Parent 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 Parent 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
Parent 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
Parent 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 Parent 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 


 


12

















 


preference or priority,
with all other unsecured and unsubordinated Indebtedness of the Company.


 


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


 


The Initial Subsidiary Guarantor’s payment obligations
under the Subsidiary Guarantee will be unsecured general obligations of the
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 the Initial Subsidiary Guarantor.


 


5.20        Solvency.


 


Each of the Company, the Parent and the 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 the
Initial Subsidiary Guarantor is Solvent.


 


5.21        Corporate
Benefit.


 


Having taken into account the financial interdependence
and mutual reliance between the Company, the Initial Subsidiary Guarantor, the
Parent and its Subsidiaries, the continuing financial and other assistance from
time to time given by the Initial Subsidiary Guarantor to the Company and the
Parent and its Subsidiaries, and vice versa, the Initial Subsidiary Guarantor
and the Parent will derive material benefits, directly or indirectly, from the
financing obtained through the Notes, both as separate corporate entities and
as members of the Group.


 


6              REPRESENTATIONS OF THE PURCHASER.


 


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 


 


13

















 


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


 


(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


 


14

















 


(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.


 


7              INFORMATION AS TO THE PARENT AND THE COMPANY.


 


7.1          Financial
and Business Information.


 


The Parent 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 Parent — within 120 days after the end of
each of the first three quarters of each fiscal year of the Parent, duplicate
copies of,


 


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


 


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


 


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 Parent and its Subsidiaries being
reported on and their results 


 


15

















 


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 Parent 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 Parent or 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 Parent 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 Parent shall
comply with any such request within 10 Business Days;


 


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


 


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


 


(ii)           audited
consolidated statements of income, shareholders’ equity and cash flows of the
Parent 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 Parent 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
general 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 Parent’s Annual Report
on Form 20-F for such fiscal year (together with the Company’s annual
report to shareholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements therefore and filed
with the SEC, together with the accountant’s opinion described above, shall be
deemed to satisfy the requirements of this Section 7.1(b); provided
further, that, subject to Section 7.1(i) below, the Parent 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 Parent 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 Parent shall comply with any such request
within 10 Business Days;


 


16

















 


(c)           Annual
Statements of the Company — within 180 days after the end of
each fiscal year of the Company, duplicate copies of an audited consolidated
balance sheet of the Company and its Subsidiaries, as at the end of such year,
and 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
general 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 its audited consolidated financial statements 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 its
consolidated financial statements 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 Parent or any
Subsidiary to public securities holders of the Parent generally (whether
pursuant to the rules of the the New York Stock Exchange, the Italian
Stock Exchange, Italian securities laws or otherwise), (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 Parent 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 Parent becoming aware of the
existence of any Default or Event of Default, a written notice specifying the
nature and period of existence thereof and what action the Parent is taking or
proposes to take with respect thereto;


 


17

















 


(f)            Notices from
Governmental Authority — promptly, and in any event within
30 days of receipt thereof, copies of any written notice to the Parent 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 Parent 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, finanical condition, financial statements,
assets or properties of the Company or the Parent 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 the Parent to
perform its obligations under the Parent Guarantee, as from time to time may be
reasonably requested by any such holder of Notes, including information readily
available to the Company or the Parent explaining the Company’s or the Parent’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 Parent or 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 Parent or the Company, as the
case may be, 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 — the information (including detailed calculations)
required in order to establish whether the Parent was in compliance with 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 


 


18

















 


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


 


(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 Parent 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 Parent or any Subsidiary to comply
with any Environmental Law), specifying the nature and period of existence
thereof and what action the Parent 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 Parent 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 or
the Parent, to visit the principal executive office of the Company and/or the
Parent during normal business hours, to discuss the affairs, finances and
accounts of the Company and/or the Parent and its Subsidiaries with the consent
of the Company’s or the Parent’s available officers, as the case may be, and to
visit, with the consent of the Parent, the other offices and properties of the
Parent and/or the Company 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 Parent shall permit the
representatives of each holder of Notes that is an Institutional Investor, at
the expense of Parent and upon prior notice to the Company and the Parent, to visit
and inspect any of the offices or properties of the Parent 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 Parent authorizes said accountants to discuss the affairs, finances and
accounts of the Parent and its Subsidiaries), all at such times and as often as
may be requested.


 


(c)           Neither the
Company nor the Parent shall 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 Parent 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. 11971/1999), (ii) the
Parent 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 Parent 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 


 


19

















 


covered by attorney-client or any
other recognized privilege, or (iv) as a result of such disclosure
the Parent 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 and the Parent 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 and the Parent shall, and shall
cause any Subsidiary to, have promptly aproached the SEC or other relevant
governmental or regulatory body and requested confirmation from a senior
official thereof to the effect that the Company, the Parent 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 or the Parent.


 


8              PREPAYMENT OF THE NOTES.


 


8.1          Payment at
Maturity.


 


The then outstanding principal amount of (i) the
Series D Notes shall become due and payable on January 29, 2017, (ii) the
Series E Notes shall become due and payable on January 29, 2020 and (iii) the
Series F Notes shall become due and payable on January 29, 2019.


 


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.


 


20
















 


8.3                               Optional
Prepayment for Taxes.


 


In the event that the
Company or the Parent (assuming that the Parent is required to make a payment)
determines that any interest payments with respect to the Notes will require
the payment of Additional Amounts by the Company or the Parent 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, etc.


 


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


 


21

















 


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 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.


 


8.6                               Purchase of
Notes.


 


Neither the Company nor
the Parent will permit any 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 an 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, the Parent or any 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, the following terms have
the following meanings:


 


“Applicable Percentage”
in the case of a computation of the Modified Make-Whole Amount for purposes of Section 8.3
means 0.75% (75 basis points), and in the case of a computation of the
Make-Whole Amount for any other purpose means 0.50% (50 basis points) .


 


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


 


22

















 


“Discounted Value”
means, with respect to the Called Principal of any 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 the Notes 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 the (x) 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 PX1” (or such other display as may replace Page PX1)
on Bloomberg Financial Markets for the most recently issued actively traded
on-the-run U.S. Treasury securities 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 Treasury
Constant Maturity Series Yields reported, for the latest day for which
such yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date.  In the case of each determination under
clause (i) or clause (ii), as the case may be, of the preceding paragraph,
such implied yield will be determined, if necessary, by (a) converting
U.S. Treasury bill quotations to bond equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between (1) the
applicable U.S. Treasury security with the maturity closest to and greater than
such Remaining Average Life and (2) the applicable U.S. Treasury security
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.


 


“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 interest payments are due
to be made under the terms of the Notes, 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, 8.3 or 12.1.


 


23

















 


“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 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 and (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 (and without any Make-Whole Amount, premium or other penalty),
together with 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”).


 


(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
Notes being prepaid a statement showing the Repurchase Price due in connection
with such prepayment and setting forth the details of the computation of such
amount.


 


9                                         AFFIRMATIVE COVENANTS.


 


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


 


9.1                               Compliance
with Law.


 


The Parent 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


 


24

















 


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 Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent nor any Subsidiary need pay any such tax or assessment
or claims if (i) the amount, applicability or validity thereof is
contested by the Parent or such Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Parent or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Parent
or such Subsidiary or (ii) the nonpayment 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 Parent will and will cause the Company, its other 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 Parent or another
Subsidiary), unless, in the good faith judgment of the Parent, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or


 


25

















 


franchise would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


9.6                               Priority of
Obligations.


 


The Parent 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 the Parent under the Parent Guarantee will at all times rank at least pari passu, without preference or priority, with all other
unsecured and unsubordinated Indebtedness of the Parent.


 


9.7                               Bank Facility Obligors to become Additional Subsidiary Guarantors.


 


Within ten 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 Parent shall cause such Subsidiary to become an Additional
Subsidiary Guarantor by executing and delivering an Instrument of
Accession.   Notwithstanding Section 23.9,
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 23.9 have been delivered to each
holder of a Note.


 


10                                  NEGATIVE COVENANTS.


 


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


 


10.1                        Transactions
with Affiliates.


 


The Parent 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 Parent
or another Subsidiary), except pursuant to the reasonable requirements of the
Parent’s or such Subsidiary’s business and upon fair and reasonable terms no
less favorable to the Parent or such Subsidiary than would be obtainable in a
comparable arm’s-length transaction with a Person not an Affiliate.


 


10.2                        Merger,
Consolidation, etc.


 


The Parent will not, and
will not permit the Company or 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:


 


26

















 


(a)                                  in the case
of the Parent, (A) the Parent would be the surviving corporation or
(B) if the surviving corporation is not the Parent then (x) 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 Parent 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), (y) 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 Parent under this Agreement and (z) the
surviving corporation or limited liability company assumes the obligations of
the Parent under the Parent Guarantee pursuant to documents reasonably
satisfactory to the Required Holders and causes to be delivered to each holder
of Notes a legal opinion from a nationally recognized law firm in the
jursidiction 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 the Company, (A) the Company would be the surviving corporation
or (B) if the surviving corporation is not the Company then (w) such
surviving corporation would be a solvent corporation organized and existing
under the laws of the United States or any State thereof (including the
District of Columbia), (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 and the Notes, (y) the
Parent reaffirms its obligations under the Parent Guarantee and (z) the
surviving corporation assumes the obligations of the Company under this
Agremeent and the Notes pursuant to documents reasonably satisfactory to the
Required Holders and causes to be delivered to each holder of Notes a legal
opinion from a nationally recognized law firm in the jursidiction of the
surviving corporation as to the enforceability of all agreements relating to
such assumption, subject to customary exceptions, assumptions and
qualifications;


 


(c)                                  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 Required Holders
and


 


27

















 


causes
to be delivered to each holder of Notes a legal opinion from a nationally
recognized law firm in the jursidiction 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


 


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


 


No such conveyance,
transfer or lease of substantially all of the assets of the Company, the Parent
or the Initial Subsidiary Guarantor shall have the effect of releasing the
Company, the Parent or the Initial 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 this Agreement, the Notes, the Parent Guarantee or the
Subsidiary Guarantee, as applicable.


 


10.3                        Terrorism
Sanctions Regulations.


 


The Parent will
not and will not permit any Subsidiary to (a) become a Person
described or designated in the Specially Designated Nationals and Blocked Persons
List of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (b) knowingly engage in any dealings or
transactions with any such Person.


 


10.4                        Liens.


 


(a)                                  Other than
Permitted Liens, neither the Parent 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 Parent 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 Required
Holders 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;


 


28

















 


(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


 


(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 Required Holders;


 


(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 Parent or any
Subsidiary or the ownership of their properties or assets which are not
incurred in connection with the incurrence of any Indebtedness and which do 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


 


29

















 


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 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, in the case
of each of the foregoing clauses (i), (ii), (iii) and (iv), provided 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 Parent 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 Parent or any Subsidiary after the
date of the Closing to secure Indebtedness of the Parent 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 Parent 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 Parent) 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 Parent and the Company will not,


 


30

















 


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.


 


10.5                        Priority
Debt.


 


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


 


10.6                        Sale of
Assets.


 


Neither the Parent 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
Parent 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
covenant as of any date, shall be disregarded and be deemed not to be an Asset
Disposition.


 


10.7                        Financial
Condition.


 


The Parent shall ensure
that:


 


(a)                                  the ratio of
EBITDA to Net Financial Charges, each as determined (a) at any time other than during a Pro Forma
Relevant Period, from the Consolidated Financial Statements or the Consolidated Quarterly Financial Statements (as the case may be) of the Group in
accordance with GAAP and compliance certificates required to be delivered under
this Agreement, or (b) during a Pro Forma Relevant Period, from the Consolidated Pro Forma Financial Statements or the Consolidated Quarterly
Pro Forma  Financial
Statements (as the case may be) 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 (a) at any time other than during a Pro Forma
Relevant Period, from the Consolidated Financial Statements or the Consolidated Quarterly Financial Statements (as the case may be) of the Group in
accordance with GAAP and compliance certificates required to be delivered under
this Agreement, or (b) during a Pro Forma Relevant Period, from the Consolidated Pro Forma Financial Statements or the


 


31

















 


Consolidated
Quarterly
Pro Forma  Financial
Statements (as the case may be) 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 Parent, to amend Section 10.7(a) hereof
in order 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 Facilites; 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 Parent 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 Parent 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 Parent 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 Parent shall procure
that no substantial change is made to the general nature of the business of the
Parent 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 or 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


 


32
















 


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


 


(d)                                 the Company
or the Parent 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) and such default is not remedied within 30
days after the earlier of (i) a Senior Financial Officer of the
Parent 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, the
Parent or any Subsidiary Guarantor in this Agreement, the Parent Guarantee or
the Subsidiary Guarantee proves to have been false or incorrect in any material
respect on the date as of which made; or


 


(f)                                    the Parent
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 Parent 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,
the Parent 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, 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, 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 insolvent or to be liquidated or wound-up, or (vi) takes
corporate action for the purpose of any of the foregoing; or


 


33

















 


(h)                                 a court or
governmental authority of competent jurisdiction enters an order appointing,
without consent by the Company, the Parent or any of its Material Subsidiaries,
a custodian, receiver, administrator, administrative receiver, trustee or other
officer with similar powers with respect to it or with respect to any
substantial part of its property, or constituting an order for relief or approving
a petition for relief or reorganization or any other petition in insolvency or
bankruptcy or for liquidation or winding-up, or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of the Company, the Parent or any of its Material
Subsidiaries, or any such petition shall be filed against the Company, the
Parent or any of its Material Subsidiaries and such petition shall not be
dismissed within 90 days; 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 Parent 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 Parent
Guarantee ceases to be in full force and effect with respect to the Parent
other than in accordance with the terms thereof and the terms of this Agreement
or the Parent so alleges in writing;


 


(k)                                  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 Parent or
any such Subsidiary Guarantor so alleges in writing; or


 


(l)                                     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 any such event or events
either individually or together with any other such event or events, 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, the Required Holders may at
any time at their option, 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 


 


34

















 


or their
option, by notice or notices to the Company, declare all the Notes held by it
or them 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 or 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 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 


 


35

















 


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 lawful
currency of the United States of America 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 (or any political subdivision or
taxing authority of or in 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 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;


 


36

















 


(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), provided that the filing of such Forms 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) upon the good faith
completion and submission of such Forms (including refilings or renewals of
filings) as may be specified in a written request of the Company no later than
60 days after receipt by such holder of such written request (accompanied by
copies of such Forms and related instructions, if any, all in the English
language or with an English translation thereof); 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
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 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 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 (collectively, together with instructions for completing the same,
“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 and such Taxing Jurisdiction 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
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 any Form if
such Form shall have been duly completed and delivered by such holder to
the Company or 


 


37

















 


mailed to the
appropriate taxing authority (which in the case of a United Kingdom Inland
Revenue Form US-Company 2002 or any similar Form shall be deemed to
occur when such Form is submitted to the United States Internal Revenue
Service in accordance with instructions contained in such Form), 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.


 


On or before the date of
the Closing the Company will furnish each Purchaser with copies of the appropriate
Form (and English translation if required as aforesaid) currently required
to be filed in Italy pursuant to clause (b) of the first paragraph of this
Section 13, if any, and in connection with the transfer of any Note the
Company will furnish the transferee of such Note with copies of any Form and
English translation then required.  Such Form shall
be completed by the Purchaser and filed with the relevant financial
intermediary within 60 days following receipt of such Form and, in the
case of a transfer 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.


 


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 


 


38

















 


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.  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 promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.


 


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 (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 Exhibit 1. 
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 U.S.$500,000, provided
that if 


 


39

















 


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 U.S.$500,000.  Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.


 


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 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, 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 or Modified Make-Whole Amount, if any,
and interest becoming due and payable on the Notes shall be made in New York, New
York at the principal office of Citibank, N.A., in such jurisdiction.  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.


 


40

















 


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 or
Modified Make-Whole 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, without the
presentation or surrender of such Note or the making of any notation thereon,
except that 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.


 


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, to the extent
special Italian counsel is appointed on behalf of the purchasers) incurred by
the Purchasers and each other holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect
of this Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes
(whether or not such amendment, waiver or consent becomes effective),
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 this Agreement, the Parent Guarantee, the Subsidiary Guarantee
or the Notes, including, without limitation, any registration tax, stamp duty
tax or other similar tax, duty or charges incurred in relation to this
Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes, or in
responding to any subpoena or other legal process or informal investigative demand
issued in connection with this Agreement, the Parent Guarantee, the Subsidiary
Guarantee or the Notes, or by reason of being a holder of any Note, (b) the
reasonable costs and expenses, including financial advisors’ fees, 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 hereby and by the Notes and (c) the fees and costs
incurred in connection with the initial filing of this Agreement and all
related documents and financial information 


 


41

















 


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 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 a
Purchaser or other holder in connection with its purchase of the Notes).


 


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 this Agreement, the Parent
Guarantee or the Subsidiary Guarantee 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,
this Agreement, the Parent Guarantee or the Subsidiary Guarantee or of any of
the Notes, 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 this Agreement,
the Parent Guarantee, the Subsidiary Guarantee or the Notes, 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 or the Parent
pursuant to this Agreement shall be deemed representations and warranties of
the Company or the Parent under this Agreement. 
Subject to the preceding sentence, this Agreement and the Notes embody
the entire agreement and understanding between each Purchaser and the Company
and the Parent, and supersede all prior agreements and understandings relating
to the subject matter hereof.


 


18                                  AMENDMENT AND WAIVER.


 


18.1                        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), 


 


42

















 


with (and only
with) the written consent of the Company, the Parent and the Required Holders,
except that (a) no amendment or waiver of any of the provisions of Section 1,
2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will
be effective as to any Purchaser unless consented to by such Purchaser in
writing, and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating
to acceleration or rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of payment or
method of computation of interest or of the Make-Whole Amount or Modified
Make-Whole Amount on, the Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to
any such amendment or waiver, or (iii) amend any of Sections 8,
11(a), 11(b), 12, 13, 18 or 21.


 


18.2                        Solicitation
of Holders of Notes.


 


(a)                                  Solicitation. The
Company and the Parent 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 and the Parent
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. Neither
the Company nor the Parent will 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.


 


18.3                        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 and the Parent 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 the Company and the Parent 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.


 


43
















 


18.4                        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, Notes directly or indirectly owned by the Company, the Parent
or any of its Affiliates shall be deemed not to be outstanding.


 


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, or


 


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


 


(d)           if to the Company, to the Company at
its address set forth at the beginning hereof to the attention of Vito
Giannola, or at such other address as the Company shall have specified to the
holder of each Note 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.


 


44

















 


20           REPRODUCTION
OF DOCUMENTS.


 


This Agreement 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) 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 and the Parent
agree and stipulate 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 the Parent 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 Parent or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement, the Parent Guarantee
or the Subsidiary Guarantee 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 or the Parent (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 


 


45

















 


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 the protection of the rights and remedies
under such Purchaser’s Notes, this Agreement, the Parent Guarantee and the
Subsidiary Guarantee.  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 or the Parent 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, the Parent 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 and the Parent, 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 and the Parent 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 


 


46

















 


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 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 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.


 


23.7                        Jurisdiction
and Process.


 


The Company and the Parent represent and warrant that
they are not entitled to immunity from judicial proceedings and agree 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 and the Parent or
with respect to their property.  With
respect to any such suit, action or proceeding which may be brought by any
holder of Notes, the 


 


47

















 


Company and the Parent
hereby consent 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 and the Parent have delivered to each Purchaser a true and
correct copy of an instrument by which the Company and the Parent have
irrevocably appointed National Registered Agents, Inc., with offices at
875 Avenue of the Americas, Suite 501, New York, New York 10001, as its
authorized agent upon which process may be served in any such suit, action or
proceeding and by which National Registered Agents, Inc. has accepted such
appointment.  The Company and the Parent
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 and the Parent agree that service
of process upon such agent and written notice of such service given to the
Company or the Parent shall be deemed in every respect effective service of
process upon the Company or the Parent in any such suit, action or proceeding
in any such court.  In making the foregoing
appointment and submission to jurisdiction, the Company and the Parent
expressly waive 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 or Parent in any court in which the Company and the Parent are
subject to suit.


 


23.8                        Obligation
to Make Payments in Dollars.


 


Any payment on account of an amount that is payable
hereunder in Dollars 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 Dollars 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 Dollars that
could be so purchased is less than the amount of Dollars 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.


 


48

















 


23.9                        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 Guarantor and (iii) an Officer’s Certificate for such
Additional Subsidiary Guarantor substantially to the same effect as delivered
on the date of Closing for the Initial Subsidiary Guarantor in accordance with Section 4.3(d).


 


*    *   
*    *    *


 


49

















 


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, the Company and the Parent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  /s/ Vito Giannola

  
	
   

  	
  By: Vito Giannola

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel Socci

  
	
   

  	
  By: Daniel Socci

  
	
   

  	
  Title: Vice President of Administration &
  Tax

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LUXOTTICA GROUP S.p.A.

  
	
   

  	
   

  
	
   

  	
  /s/ Vito Giannola

  
	
   

  	
  By: Vito Giannola

  
	
   

  	
  Title: Special Authorized Signatory

  



 


Signtaure
Page to Note Purchase Agreement


 

















 


The foregoing is hereby

agreed to as of the

date thereof.


 


 


	
   

  	
  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc.,

  as investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUCO LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
  Vice President

  
				



 


Signtaure
Page to Note Purchase Agreement


 

















 


	
   

  	
  PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Investment Management, Inc.,

  as investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management (Japan), Inc., as Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc.,

  as Sub-Adviser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBRALTAR LIFE INSURANCE CO.,
  LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management (Japan), Inc., as Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc., as Sub-Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc., as investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ G. Anthony Coletta

  
	
   

  	
   

  	
   

  	
  Vice President

  



 


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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
Guarantors” means any Subsidiary that voluntarily becomes a
Subsidiary Guarantor in accordance with Section 23.9.


 


“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 Parent 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 Parent.


 


“Agreements” is
defined in Section 1(c).


 


“Amount of Unfunded
Benefit Liabilities” is defined in Section 11(l).


 


“Anti-Terrorism Order”
means Executive Order No. 13,224 of September 24, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.


 


“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;


 


(d)           permitted pursuant
to Section 10.2 hereof;


 


B-1

















 


(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 Facility or Facilities” shall mean any bank facility or
facilities to which any of the Parent, 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).


 


“Business Day”
means (a) for the purposes of Section 8.6 only, any day other
than a Saturday, a Sunday or a day on which commercial banks in New York City
are required or authorized to be closed, and (b) for the purposes
of any other provision of this Agreement, any day other than a Saturday, a
Sunday or a day on which commercial banks in New York and 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 Parent.


 


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


 


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


 


B-2

















 


“Confidential Information”
is defined in Section 21.


 


“Consolidated Financial
Statements” means, with respect to the Group, the latest published
audited consolidated financial statements of the Group prepared in accordance
with GAAP in respect of its financial year.


 


“Consolidated Pro Forma
Financial Statements” means, during any Pro Forma Relevant Period
and with respect to the Group, the latest published audited consolidated
financial statements of the Group prepared in accordance with GAAP in respect
of its 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, with respect to the Group, the latest
quarterly financial statements of the Group in respect of each of its financial
quarters (other than the last quarter in each financial year).


 


“Consolidated Quarterly Pro
Forma Financial Statements” means, during any Pro Forma Relevant
Period with respect to the Group, the latest quarterly financial statements of
the Group in respect of each of its financial quarters (other than the last
quarter in each 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.


 


“Currency Restriction Event” means, in
connection with the assumption by any successor to the Company or the Parent of
the Company’s or the Parent’s obligations under this Agreement or the Parent
Guarantee, as the case may be, 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 this Agreement, the Notes or the Parent
Guarantee that would subject such payments to any foreign exchange controls or
other similar restrictions.


 


“Debt Prepayment
Application” means, with respect to any Asset Disposition, the
application by the Parent or any of its Subsidiaries of all or any portion of
the Net Proceeds Amount to permanently prepay any Indebtedness of the Parent 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.


 


B-3

















 


“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 D Notes, that rate of interest
that is the greater of (i) 7.19% per annum or (ii) 2%
over the rate of interest publicly announced by Citibank, N.A. in New York, New
York, as its “base” or “prime” rate; (b) with respect to the Series E
Notes, that rate of interest that is the greater of (i) 7.75% per
annum or (ii) 2% over the rate of interest publicly announced by
Citibank, N.A. in New York, New York, as its “base” or “prime” rate; and (c) with
respect to the Series F Notes, that rate of interest that is the greater
of (i) 7.39% per annum or (ii) 2% over the rate of
interest publicly announced by Citibank, N.A. in New York, New York, as its
“base” or “prime” rate.


 


“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 Parent, 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 Parent.


 


“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 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 


 


B-4

















 


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 Parent under section 414 of the Code.


 


“Event of Default”
is defined in Section 11.


 


“Event of Illegality”
means, in connection with the assumption by any successor to the Company or the
Parent of the Company’s or the Parent’s obligations under this Agreement or the
Parent Guarantee, as the case may be, 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.


 


“Financing Documents”
means all agreements and ancillary documents entered into in connection with
the execution and delivery of this Agreement and the issuance of the Notes.


 


“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 Parent or any one or more of its Subsidiaries primarily for the
benefit of employees of the Parent 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.


 


“GAAP” means
generally accepted accounting principles as in effect from time to time in the
United States of America, or should the Parent adopt for the purposes of its
SEC reporting International Accounting Standards, International Accounting
Standards.


 


“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


 


B-5

















 


(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


 


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


 


“Governmental Plan”
is defined in 6.2.


 


“Group”
means the Parent 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-6

















 


(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;


 


(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 Guarantor” means Luxottica
S.r.l., a corporation incorporated in Italy.


 


“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(c).


 


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


 


“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 


 


B-7

















 


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).


 


“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 either the Company or the Parent to perform its respective material
obligations under this Agreement and the Notes or the Parent Guarantee, (c) the
ability of any Subsidiary Guarantor to perform its obligations under the
Subsidiary Guarantee or (d) the validity or enforceability of this
Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes.


 


“Material Subsidiary”
means a Subsidiary of the Parent 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)).


 


“Memorandum” is
defined in Section 5.3.


 


“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).


 


“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 interest income.


 


“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-8
















 


(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.


 


“Notes” is
defined in Section 1.


 


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


 


“Parent”
means Luxottica Group S.p.A., an Italian corporation.


 


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


 


“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
Parent, the Company or any Subsidiary that, pursuant to the Subsidiary
Guarantee entered into in accordance with Section 23.9, voluntarily
guarantees the Company’s obligations under this Agreement; provided, however,
that for the purposes of this 


 


B-9

















 


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, the Parent or any other Wholly-Owned Subsidiary shall not be included
in the determination of Priority Debt.


 


“Pro Forma Relevant Period” means, with respect to any
Target, the period from the date the acquisition of such Target by a member of
the Group is completed and ending on the Business Day immediately preceding the
first Relevant Date falling not less than 12 months after the date on which the
acquisition of such Target 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.


 


“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.


 


B-10

















 


“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).


 


“Required Holders”
means, at any time, the holder or holders of greater than 50% 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 or the Parent, as applicable, 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.


 


“Senior Financial Officer”
means the chief financial officer, finance director, principal accounting
officer, treasurer or comptroller of the Company or the Parent, as applicable.


 


“Series” means any of the Series D, Series E or Series F
Notes, as the case may be.


 


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


 


“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 


 


B-11

















 


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 Parent.


 


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


 


“Subsidiary Guarantors”
means each of the Initial Subsidiary Guarantor 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 January 1, 2010 by a member of the Group, and the Subsidiaries of such company, for which the Parent 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).


 


“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.


 


“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 Parent and other Wholly-Owned Subsidiaries.


 


B-12

















 


SCHEDULE 4.9


 


Changes in Corporate Structure


 


None


 

















 


SCHEDULE 5.3


 


Disclosure Materials


 


1.                                       Luxottica Group S.p.A.
annual report on Form 20-F for the fiscal year ended December 31,
2008 (as filed with the U.S. Securities and Exchange Commission on June 25,
2009).


 


2.                                       Press release of
Luxottica Group S.p.A. dated December 2, 2009 relating to its share
buy-back program (as furnished to the U.S. Securities and Exchange Commission
on December 3, 2009).


 


3.                                       Luxottica Group S.p.A.
quarterly report on Form 6-K for the three and nine month periods ended September 30,
2009 (as furnished to the U.S. Securities and Exchange Commission on December 22,
2009).


 


4.                                       Press release of
Luxottica Group S.p.A. dated January 4, 2010 relating to its share
buy-back program (as furnished to the U.S. Securities and Exchange Commission
on January 4, 2010).


 


5.                                       Press release of
Luxottica Group S.p.A. dated January 25, 2010 relating to the consolidated
net sales of Parent for the fourth quarter and full year 2009 (as furnished to
the U.S. Securities and Exchange Commission on January 25, 2010).


 

















 


SCHEDULE 5.4


 


Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Shares


 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % 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

  	
   

  	
  70.00

  	
   

  	
  70.00

  	
   

  	
  70.00

  	
   

  
	
  ARNETTE OPTICS ILLUSIONS
  INC

  	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP

  	
   

  	
  IRVINE-CALIFORNIA

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  AVANT GARDE OPTICS LLC

  	
   

  	
  ARNETTE OPTICS 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

  	
   

  	
  WC1B 3ST London

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  2.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  DAVID CLULOW BRIGHTON
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW COBHAM
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW CORNHILL
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW CROUCH END
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW IRELAND
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  DUBLIN 6

  	
   

  	
  EUR

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  DAVID CLULOW LOUGHTON
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW MARLOW
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW NEWBURY
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW OXFORD
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW RICHMOND
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  DAVID CLULOW WIMBLEDON
  LIMITED

  	
   

  	
  OPTIKA LIMITED

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  2.00

  	
   

  	
  1.00

  	
   

  	
  50.00

  	
   

  	
  50.00

  	
   

  
	
  ECOTOP PTY LTD

  	
   

  	
  SUNGLASS ICON PTY LTD

  	
   

  	
  VICTORIA

  	
   

  	
  AUD

  	
   

  	
  10,100.00

  	
   

  	
  110.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  



 

















 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  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

  	
   

  	
  5.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  EYEMED INSURANCE COMPANY

  	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP

  	
   

  	
  PHOENIX-ARIZONA

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  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

  	
   

  	
  URTENEN - SCHONBUHL

  	
   

  	
  CHF

  	
   

  	
  100,000.00

  	
   

  	
  97.00

  	
   

  	
  97.00

  	
   

  	
  97.00

  	
   

  
	
  LUXOTTICA ARGENTINA SRL

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  BUENOS AIRES

  	
   

  	
  ARS

  	
   

  	
  700,000.00

  	
   

  	
  3,000.00

  	
   

  	
  0.43

  	
   

  	
  75.00

  	
   

  
	
  LUXOTTICA ARGENTINA SRL

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  BUENOS AIRES

  	
   

  	
  ARS

  	
   

  	
  700,000.00

  	
   

  	
  522,000.00

  	
   

  	
  74.57

  	
   

  	
  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

  	
   

  	
  99.00

  	
   

  	
  99.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA BELGIUM NV

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  BERCHEM

  	
   

  	
  EUR

  	
   

  	
  62,000.00

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  
	
  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 DO BRASIL LTDA

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  SAN PAOLO

  	
   

  	
  BRL

  	
   

  	
  35,752,378.00

  	
   

  	
  35,752,165.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA DO BRASIL LTDA

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  SAN PAOLO

  	
   

  	
  BRL

  	
   

  	
  35,752,378.00

  	
   

  	
  213.00

  	
   

  	
  0.00

  	
   

  	
  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

  	
   

  



 

















 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  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

  	
   

  	
  1.00

  	
   

  	
  0.00

  	
   

  	
  64.84

  	
   

  
	
  LUXOTTICA GOZLUK
  ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  LUXOTTICA LEASING SRL

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  3.00

  	
   

  	
  0.00

  	
   

  	
  64.84

  	
   

  
	
  LUXOTTICA GOZLUK
  ENDUSTRI VE TICARET ANONIM SIRKETI

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  CIGLI-IZMIR

  	
   

  	
  LTL

  	
   

  	
  10,390,459.89

  	
   

  	
  673,717,415.00

  	
   

  	
  64.84

  	
   

  	
  64.84

  	
   

  
	
  LUXOTTICA HELLAS AE

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  PALLINI

  	
   

  	
  EUR

  	
   

  	
  1,752,900.00

  	
   

  	
  40,901.00

  	
   

  	
  70.00

  	
   

  	
  70.00

  	
   

  
	
  LUXOTTICA HOLLAND BV

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  AMSTERDAM

  	
   

  	
  EUR

  	
   

  	
  45,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA HONG KONG LTD

  	
   

  	
  LUXOTTICA HOLLAND BV

  	
   

  	
  HONG KONG-HONG KONG

  	
   

  	
  HKD

  	
   

  	
  160,000,000.00

  	
   

  	
  159,999,999.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA HONG KONG LTD

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  HONG KONG-HONG KONG

  	
   

  	
  HKD

  	
   

  	
  160,000,000.00

  	
   

  	
  1.00

  	
   

  	
  0.00

  	
   

  	
  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

  	
   

  	
  49,999.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA INDIA EYEWEAR
  PRIVATE LIMITED

  	
   

  	
  LUXOTTICA LEASING SRL

  	
   

  	
  GURGAON-HARYANA

  	
   

  	
  RUP

  	
   

  	
  500,000.00

  	
   

  	
  1.00

  	
   

  	
  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

  	
   

  	
  1,920.00

  	
   

  	
  96.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA MEXICO SA DE C.V.

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  CITTA’ DEL MESSICO

  	
   

  	
  MXN

  	
   

  	
  2,000,000.00

  	
   

  	
  80.00

  	
   

  	
  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

  	
   

  	
  5,100.00

  	
   

  	
  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

  	
   

  	
  195.00

  	
   

  	
  25.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA POLAND SP ZOO

  	
   

  	
  LUXOTTICA HOLLAND BV

  	
   

  	
  CRACOVIA

  	
   

  	
  PLN

  	
   

  	
  390,000.00

  	
   

  	
  585.00

  	
   

  	
  75.00

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA PORTUGAL-COMERCIO DE OPTICA SA

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  700,000.00

  	
   

  	
  139,700.00

  	
   

  	
  99.79

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA PORTUGAL-COMERCIO DE OPTICA SA

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  700,000.00

  	
   

  	
  300.00

  	
   

  	
  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

  	
   

  



 

















 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  LUXOTTICA RETAIL CANADA
  INC

  	
   

  	
  THE UNITED STATES SHOE CORPORATION

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,012.00

  	
   

  	
  2,748.00

  	
   

  	
  22.88

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA RETAIL CANADA
  INC

  	
   

  	
  LENSCRAFTERS INTERNATIONAL INC

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,012.00

  	
   

  	
  6,626.00

  	
   

  	
  55.16

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA RETAIL CANADA
  INC

  	
   

  	
  LUXOTTICA RETAIL NORTH AMERICA INC

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,012.00

  	
   

  	
  352.00

  	
   

  	
  2.93

  	
   

  	
  100.00

  	
   

  
	
  LUXOTTICA RETAIL CANADA
  INC

  	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP

  	
   

  	
  TORONTO

  	
   

  	
  CAD

  	
   

  	
  12,012.00

  	
   

  	
  2,286.00

  	
   

  	
  19.03

  	
   

  	
  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

  	
   

  	
  700,000.00

  	
   

  	
  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

  	
   

  	
  2,550.00

  	
   

  	
  51.00

  	
   

  	
  51.00

  	
   

  
	
  MIRARI JAPAN CO LTD

  	
   

  	
  LUXOTTICA HOLLAND BV

  	
   

  	
  TOKYO

  	
   

  	
  JPY

  	
   

  	
  473,700,000.00

  	
   

  	
  7,974.00

  	
   

  	
  84.17

  	
   

  	
  100.00

  	
   

  
	
  MIRARI JAPAN CO LTD

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  TOKYO

  	
   

  	
  JPY

  	
   

  	
  473,700,000.00

  	
   

  	
  1,500.00

  	
   

  	
  15.83

  	
   

  	
  100.00

  	
   

  



 

















 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  MIRARIAN MARKETING PTE
  LTD

  	
   

  	
  LUXOTTICA HOLLAND BV

  	
   

  	
  SINGAPORE

  	
   

  	
  SGD

  	
   

  	
  2,000,000.00

  	
   

  	
  1,020,000.00

  	
   

  	
  51.00

  	
   

  	
  51.00

  	
   

  
	
  MULTIOPTICAS
  INTERNACIONAL S.L.

  	
   

  	
  LUXOTTICA GROUP SPA

  	
   

  	
  Colmenar Viejo, Madrid

  	
   

  	
  EUR

  	
   

  	
  7,060,901.00

  	
   

  	
  2,824,360.00

  	
   

  	
  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

  	
   

  	
  OAKLEY INC

  	
   

  	
  PORT ELIZABETH

  	
   

  	
  ZAR

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY BRAZIL LTDA

  	
   

  	
  OAKLEY INC

  	
   

  	
  SAN PAOLO

  	
   

  	
  BRL

  	
   

  	
  22,836,068.00

  	
   

  	
  1.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY BRAZIL LTDA

  	
   

  	
  OAKLEY CANADA INC

  	
   

  	
  SAN PAOLO

  	
   

  	
  BRL

  	
   

  	
  22,836,068.00

  	
   

  	
  22,836,067.00

  	
   

  	
  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 COSTA RICA SA

  	
   

  	
  OAKLEY MEXICO SA DE CV

  	
   

  	
  SAN JOSE

  	
   

  	
  CRC

  	
   

  	
  100,000.00

  	
   

  	
  10.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY DE GUATEMALA SA

  	
   

  	
  OAKLEY MEXICO SA DE CV

  	
   

  	
  TORRE NORTE

  	
   

  	
  GTQ

  	
   

  	
  5,000.00

  	
   

  	
  1.00

  	
   

  	
  20.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY DE GUATEMALA SA

  	
   

  	
  OAKLEY INC

  	
   

  	
  TORRE NORTE

  	
   

  	
  GTQ

  	
   

  	
  5,000.00

  	
   

  	
  4.00

  	
   

  	
  80.00

  	
   

  	
  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

  	
   

  	
  München

  	
   

  	
  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

  	
   

  	
  40,662.00

  	
   

  	
  49.09

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY HOLDING SAS

  	
   

  	
  OAKLEY INC

  	
   

  	
  ASNIERES SUR SEINE

  	
   

  	
  EUR

  	
   

  	
  6,129,050.00

  	
   

  	
  42,163.00

  	
   

  	
  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

  	
   

  	
  99.00

  	
   

  	
  99.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY LIMTED
  PARTNERSHIP

  	
   

  	
  BAZOOKA INC

  	
   

  	
  CALGARY

  	
   

  	
  CAD

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY MEXICO SA DE CV

  	
   

  	
  OAKLEY INC

  	
   

  	
  HUIXQUILUCAN

  	
   

  	
  MXN

  	
   

  	
  88,604,000.00

  	
   

  	
  886,039.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  OAKLEY MEXICO SA DE CV

  	
   

  	
  BAZOOKA INC

  	
   

  	
  HUIXQUILUCAN

  	
   

  	
  MXN

  	
   

  	
  88,604,000.00

  	
   

  	
  1.00

  	
   

  	
  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

  	
   

  



 

















 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  OAKLEY SCANDINAVIA AB

  	
   

  	
  OAKLEY ICON LIMITED

  	
   

  	
  STOCKHOLM

  	
   

  	
  SEK

  	
   

  	
  4,000.00

  	
   

  	
  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

  	
   

  
	
  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 HOLDINGS INC

  	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  RAY BAN INDIAN HOLDINGS
  INC

  	
   

  	
  RAY BAN HOLDINGS INC

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  RAY BAN SUN OPTICS INDIA
  LIMITED

  	
   

  	
  RAY BAN INDIAN HOLDINGS INC

  	
   

  	
  BHIWADI

  	
   

  	
  RUP

  	
   

  	
  244,729,170.00

  	
   

  	
  22,837,271.00

  	
   

  	
  93.32

  	
   

  	
  93.32

  	
   

  
	
  RAYS HOUSTON

  	
   

  	
  SUNGLASS HUT TRADING, LLC

  	
   

  	
  MASON

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  51.00

  	
   

  	
  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 (Antigua)
  LIMITED

  	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP

  	
   

  	
  ST. JOHNS

  	
   

  	
  USD

  	
   

  	
  10,000.00

  	
   

  	
  10,000.00

  	
   

  	
  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

  	
   

  	
  8,299,660.00

  	
   

  	
  34.00

  	
   

  	
  66.00

  	
   

  
	
  SUNGLASS HUT (UK)
  LIMITED

  	
   

  	
  SUNGLASS HUT TRADING, LLC

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  209,634.00

  	
   

  	
  0.86

  	
   

  	
  66.00

  	
   

  
	
  SUNGLASS HUT (UK)
  LIMITED

  	
   

  	
  SUNGLASS HUT OF FLORIDA INC

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  7,581,696.00

  	
   

  	
  31.06

  	
   

  	
  66.00

  	
   

  
	
  SUNGLASS HUT (UK)
  LIMITED

  	
   

  	
  SUNGLASS HUT REALTY CORPORATION

  	
   

  	
  LONDON

  	
   

  	
  GBP

  	
   

  	
  24,410,765.00

  	
   

  	
  20,115.00

  	
   

  	
  0.08

  	
   

  	
  66.00

  	
   

  



 

















 


	
  Subsidiaries

  	
   

  	
  Direct Parent

  	
   

  	
  City of Registered Office

  	
   

  	
  Currency

  of Share

  Capital

  	
   

  	
  Share Capital

  	
   

  	
  Numbers of

  Shares Issued

  	
   

  	
  % Direct

  Ownership

  	
   

  	
  % Group

  Ownership

  	
   

  
	
  SUNGLASS HUT AIRPORTS
  SOUTH AFRICA (PTY) LTD

  	
   

  	
  SUNGLASS HUT RETAIL SOUTH AFRICA (PTY) LTD

  	
   

  	
  MILNERTON (Cape Town)

  	
   

  	
  ZAR

  	
   

  	
  1,000.00

  	
   

  	
  450.00

  	
   

  	
  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

  	
   

  	
  125.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT NETHERLANDS
  BV

  	
   

  	
  SUNGLASS HUT REALTY CORPORATION

  	
   

  	
  HEEMSTEDE

  	
   

  	
  EUR

  	
   

  	
  18,151.20

  	
   

  	
  1.00

  	
   

  	
  2.50

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT NETHERLANDS
  BV

  	
   

  	
  SUNGLASS HUT OF FLORIDA INC

  	
   

  	
  HEEMSTEDE

  	
   

  	
  EUR

  	
   

  	
  18,151.20

  	
   

  	
  39.00

  	
   

  	
  97.50

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT NEW ZEALAND
  LIMITED

  	
   

  	
  LUXOTTICA RETAIL NEW ZEALAND LIMITED

  	
   

  	
  AUCKLAND

  	
   

  	
  NZD

  	
   

  	
  1,000.00

  	
   

  	
  1,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  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 SRL

  	
   

  	
  SOPHIA ANTIPOLIS-VALBONNE

  	
   

  	
  EUR

  	
   

  	
  3,086,100.00

  	
   

  	
  202,499.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT OF FRANCE
  SOCIETE EN NOME COLLECTIF (snc)

  	
   

  	
  LUXOTTICA FRANCE SAS

  	
   

  	
  SOPHIA ANTIPOLIS-VALBONNE

  	
   

  	
  EUR

  	
   

  	
  3,086,100.00

  	
   

  	
  1.00

  	
   

  	
  0.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT PORTUGAL COMERCIO DE OCULOS E RELOGIOS LDA

  	
   

  	
  SUNGLASS HUT OF FLORIDA INC

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  1,000,000.00

  	
   

  	
  980,000.00

  	
   

  	
  98.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT PORTUGAL COMERCIO DE OCULOS E RELOGIOS LDA

  	
   

  	
  SUNGLASS HUT REALTY CORPORATION

  	
   

  	
  LISBONA

  	
   

  	
  EUR

  	
   

  	
  1,000,000.00

  	
   

  	
  20,000.00

  	
   

  	
  2.00

  	
   

  	
  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 SPAIN SL

  	
   

  	
  LUXOTTICA SRL

  	
   

  	
  BARCELLONA

  	
   

  	
  EUR

  	
   

  	
  3,005.06

  	
   

  	
  500.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  
	
  SUNGLASS HUT TRADING,
  LLC

  	
   

  	
  LUXOTTICA U.S. HOLDINGS CORP

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  EUR

  	
   

  	
  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

  	
   

  
	
  U.S.S. DELAWARE
  CORPORATION

  	
   

  	
  THE UNITED STATES SHOE CORPORATION

  	
   

  	
  DOVER-DELAWARE

  	
   

  	
  USD

  	
   

  	
  1.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
   

  



 
















 


SCHEDULE 5.5


 


Financial Statements


 


1.                                       Audited consolidated financial statements
and related notes as of and for the year ended December 31, 2008 as
included in the Luxottica Group S.p.A. Annual Report on Form 20-F for the
fiscal year ended December 31, 2008, filed with the U.S. Securities and
Exchange Commission on June 25, 2009.


 


2.                                       Unaudited consolidated financial
statements and related condensed notes as of and for the three and nine months
ended September 30, 2009, as included in the Luxottica Group S.p.A.
quarterly report on Form 6-K for the three and nine months ended September 30,
2009, furnished to the U.S. Securities and Exchange Commission on December 22,
2009.


 

















 


SCHEDULE 5.8


 


Certain Litigation


 


Please see the disclosure
set forth on Schedule 5.3, which is incorporated herein by reference, with the
following updates:


 


Oakley Stockholder Lawsuit


 


On January 13,
2010, the appellate court affirmed the trial court’s decision in all respects,
dismissing the action with prejudice and denying the plaintiff’s motion for
attorneys’ fees and expenses.


 


Fair
Credit Reporting Act Litigation


 


The settlement became final on January 15, 2009.


 


Texas
LensCrafters Class Action Lawsuit


 


On January 11, 2010,
plaintiffs filed a motion seeking certification of a class of optometrists who
sublease from LensCrafters.


 

















 


SCHEDULE 5.11


 


Licenses and Permits


 


None


 

















 


SCHEDULE 5.14


 


Use of Proceeds


 


General
corporate purposes.


 
















 


EXHIBIT 1(a)(i)


 


FORM OF SERIES D NOTE


 


LUXOTTICA U.S. HOLDINGS
CORP.


 


5.19% SERIES D SENIOR
GUARANTEED NOTE DUE 2017


 


	
  No. [          ]

  	
  [Date]

  
	
  $[              ]

  	
  PPN  55068# AG4

  



 


FOR VALUE RECEIVED, the undersigned, Luxottica U.S.
Holdings Corp. (herein called the “Company”), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to
[                      ], or registered
assigns, the principal sum of [                               ] DOLLARS on
[            ,          ], with 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 5.19% per annum from the date hereof, payable
semiannually, on the 29th day of January and July in each year, commencing
with the January 29 or July 29 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 (as defined in
the Note Purchase Agreement referred to below), 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 greater of (i) 7.19%
or (ii) 2% over the rate of interest publicly announced by
Citibank, N.A. from time to time in New York, New York, as its “base” or
“prime” rate.


 


Payments of principal of, interest on and any
Make-Whole Amount or Modified Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal
offices of Citibank, N.A., in New York, New York, or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement referred to below.


 


This Note is one of a series of Series D Senior
Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of January 29, 2010 (as from time to time
amended, the “Note Purchase Agreement”), among the Company, Luxottica Group
S.p.A. and the respective purchasers named therein and is entitled to the
benefits thereof.  Each holder of this
Note 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 representation set
forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered Note and, as provided in the
Note Purchase Agreement, upon surrender of this 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 Note for a like principal amount will be issued
to, and registered in the name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this 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.


 


The obligations of the Company under and with respect
to this Note are guaranteed by Luxottica Group S.p.A. in accordance with the
terms of the Parent Guarantee and by the Subsidiary Guarantors (from time to
time) in accordance with the terms of the Subsidiary Guarantee.


 


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Note Purchase
Agreement.  This Note is also 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.


 


If an Event of Default, as defined in the Note
Purchase Agreement, occurs and is continuing, the principal of this 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.


 


This Note 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 require the application of the laws of a jurisdiction other
than such State.


 


	
   

  	
  Luxottica U.S. Holdings
  Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT 1(a)(ii)


 


FORM OF SERIES E NOTE


 


LUXOTTICA U.S. HOLDINGS
CORP.


 


5.75% SERIES E SENIOR
GUARANTEED NOTE DUE 2020


 


	
  No. [          ]

  	
  [Date]

  
	
  $[              ]

  	
  PPN  55068# AH2

  



 


FOR VALUE RECEIVED, the undersigned, Luxottica U.S.
Holdings Corp. (herein called the “Company”), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to
[                      ], or registered
assigns, the principal sum of [                               ] DOLLARS on [            ,          ], with 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 5.75% per annum from the date hereof, payable
semiannually, on the 29th day of January and July in each year,
commencing with the January 29 or July 29 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 (as defined in
the Note Purchase Agreement referred to below), 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 greater of (i) 7.75%
or (ii) 2% over the rate of interest publicly announced by
Citibank, N.A. from time to time in New York, New York, as its “base” or
“prime” rate.


 


Payments of principal of, interest on and any
Make-Whole Amount or Modified Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal
offices of Citibank, N.A., in New York, New York, or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement referred to below.


 


This Note is one of a series of Series E Senior
Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of January 29, 2010 (as from time to time
amended, the “Note Purchase Agreement”), among the Company, Luxottica Group
S.p.A. and the respective purchasers named therein and is entitled to the
benefits thereof.  Each holder of this
Note 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 representation set
forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered Note and, as provided in the
Note Purchase Agreement, upon surrender of this 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 Note for a like principal amount will be issued
to, and registered in the name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this 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.


 


The obligations of the Company under and with respect
to this Note are guaranteed by Luxottica Group S.p.A. in accordance with the
terms of the Parent Guarantee and by the Subsidiary Guarantors (from time to
time) in accordance with the terms of the Subsidiary Guarantee.


 


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Note Purchase
Agreement.  This Note is also 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.


 


If an Event of Default, as defined in the Note
Purchase Agreement, occurs and is continuing, the principal of this 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.


 


This Note 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 require the application of the laws of a jurisdiction other
than such State.


 


	
   

  	
  Luxottica U.S. Holdings
  Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT 1(a)(iii)


 


FORM OF SERIES F NOTE


 


LUXOTTICA U.S. HOLDINGS
CORP.


 


5.39% SERIES F SENIOR
GUARANTEED NOTE DUE 2019


 


	
  No. [          ]

  	
  [Date]

  
	
  $[              ]

  	
  PPN  55068# AJ8

  



 


FOR VALUE RECEIVED, the undersigned, Luxottica U.S.
Holdings Corp. (herein called the “Company”), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to
[                      ], or registered
assigns, the principal sum of [                               ] DOLLARS on
[            ,          ], with 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 5.39% per annum from the date hereof, payable
semiannually, on the 29th day of January and July in each year,
commencing with the January 29 or July 29 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 (as defined in
the Note Purchase Agreement referred to below), 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 greater of (i) 7.39%
or (ii) 2% over the rate of interest publicly announced by
Citibank, N.A. from time to time in New York, New York, as its “base” or
“prime” rate.


 


Payments of principal of, interest on and any
Make-Whole Amount or Modified Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal
offices of Citibank, N.A., in New York, New York, or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement referred to below.


 


This Note is one of a series of Series F Senior
Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of January 29, 2010 (as from time to time
amended, the “Note Purchase Agreement”), among the Company, Luxottica Group
S.p.A. and the respective purchasers named therein and is entitled to the
benefits thereof.  Each holder of this
Note 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 representation set
forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered Note and, as provided in the
Note Purchase Agreement, upon surrender of this 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 Note for a like principal amount will be issued
to, and registered in the name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this 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.


 


The obligations of the Company under and with respect
to this Note are guaranteed by Luxottica Group S.p.A. in accordance with the
terms of the Parent Guarantee and by the Subsidiary Guarantors (from time to
time) in accordance with the terms of the Subsidiary Guarantee.


 


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Note Purchase
Agreement.  This Note is also 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.


 


If an Event of Default, as defined in the Note
Purchase Agreement, occurs and is continuing, the principal of this 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.


 


This Note 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 require the application of the laws of a jurisdiction other
than such State.


 


	
   

  	
  Luxottica U.S. Holdings
  Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title: