<Page>

                                                                     Exhibit 4.1

EXECUTION COPY

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                          LUXOTTICA U.S. HOLDINGS CORP.


                                U.S.$200,000,000

          3.94% Series A Senior Guaranteed Notes due September 3, 2008


                                 U.S.$45,000,000

          4.45% Series B Senior Guaranteed Notes due September 3, 2008


                                 U.S.$55,000,000

          4.45% Series C Senior Guaranteed Notes due September 3, 2010


                                   ----------

                             NOTE PURCHASE AGREEMENT

                                   ----------


                             Dated September 3, 2003


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                                TABLE OF CONTENTS

<Table>
<S>                                                                          <C>
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..........................................4

  4.9      CHANGES IN CORPORATE STRUCTURE....................................5

  4.10     PROCEEDINGS AND DOCUMENTS.........................................5

  4.11     AGENT FOR SERVICE OF PROCESS......................................5

  4.12     PARENT GUARANTEE..................................................5

  4.13     SUBSIDIARY GUARANTEE..............................................5

5    REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT............5

  5.1      ORGANIZATION; POWER AND AUTHORITY.................................5

  5.2      AUTHORIZATION, ETC................................................6

  5.3      DISCLOSURE........................................................6

  5.4      ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES..............7

  5.5      FINANCIAL STATEMENTS..............................................7

  5.6      COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC......................7

  5.7      GOVERNMENTAL AUTHORIZATIONS, ETC..................................8

  5.8      LITIGATION; OBSERVANCE OF STATUTES AND ORDERS.....................8
</Table>

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<Table>
<S>                                                                         <C>
  5.9      TAXES.............................................................8

  5.10     TITLE TO PROPERTY; LEASES.........................................8

  5.11     LICENSES, PERMITS, ETC............................................9

  5.12     COMPLIANCE WITH ERISA.............................................9

  5.13     PRIVATE OFFERING BY THE COMPANY..................................10

  5.14     USE OF PROCEEDS; MARGIN REGULATIONS..............................10

  5.15     EXISTING INDEBTEDNESS............................................10

  5.16     FOREIGN ASSETS CONTROL REGULATIONS, ETC..........................11

  5.17     STATUS UNDER CERTAIN STATUTES....................................11

  5.18     PARI PASSU.......................................................11

  5.19     SOLVENCY.........................................................12

  5.20     CORPORATE BENEFIT................................................12

6    REPRESENTATIONS OF THE PURCHASER.......................................12

  6.1      PURCHASE FOR INVESTMENT..........................................12

  6.2      SOURCE OF FUNDS..................................................12

7    INFORMATION AS TO THE PARENT AND THE COMPANY...........................14

  7.1      FINANCIAL AND BUSINESS INFORMATION...............................14

  7.2      OFFICER'S CERTIFICATE............................................16

  7.3      INSPECTION.......................................................16

8    PREPAYMENT OF THE NOTES................................................17

  8.1      REQUIRED PREPAYMENTS.............................................17

  8.2      OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT......................18

  8.3      OPTIONAL PREPAYMENT FOR TAXES....................................18

  8.4      ALLOCATION OF PARTIAL PREPAYMENTS................................19

  8.5      MATURITY; SURRENDER, ETC.........................................19

  8.6      PURCHASE OF NOTES................................................20

  8.7      MAKE-WHOLE AMOUNT................................................20

9    AFFIRMATIVE COVENANTS..................................................21
</Table>

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<Table>
<S>                                                                         <C>
  9.1      COMPLIANCE WITH LAW..............................................21

  9.2      INSURANCE........................................................22

  9.3      MAINTENANCE OF PROPERTIES........................................22

  9.4      PAYMENT OF TAXES.................................................22

  9.5      CORPORATE EXISTENCE, ETC.........................................22

  9.6      PARI PASSU RANKING...............................................23

10   NEGATIVE COVENANTS.....................................................23

  10.1     TRANSACTIONS WITH AFFILIATES.....................................23

  10.2     MERGER, CONSOLIDATION, ETC.......................................23

  10.3     LIENS............................................................25

  10.4     PRIORITY DEBT....................................................27

  10.5     SALE OF ASSETS...................................................27

  10.6     FINANCIAL CONDITION..............................................27

11   EVENTS OF DEFAULT......................................................28

12   REMEDIES ON DEFAULT, ETC...............................................29

  12.1     ACCELERATION.....................................................30

  12.2     OTHER REMEDIES...................................................30

  12.3     RESCISSION.......................................................30

  12.4     WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC...................31

13   REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES..........................31

  13.1     REGISTRATION OF NOTES............................................31

  13.2     TRANSFER AND EXCHANGE OF NOTES...................................31

  13.3     REPLACEMENT OF NOTES.............................................32

14   PAYMENTS ON NOTES......................................................32

  14.1     PLACE OF PAYMENT.................................................32

  14.2     HOME OFFICE PAYMENT..............................................32

15   EXPENSES, ETC..........................................................33

  15.1     TRANSACTION EXPENSES.............................................33
</Table>

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<Table>
<S>                                                                         <C>
  15.2     SURVIVAL.........................................................33

16   SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...........34


17   AMENDMENT AND WAIVER...................................................34

  17.1     REQUIREMENTS.....................................................34

  17.2     SOLICITATION OF HOLDERS OF NOTES.................................34

  17.3     BINDING EFFECT, ETC..............................................35

  17.4     NOTES HELD BY COMPANY, ETC.......................................35

18   NOTICES................................................................35

19   REPRODUCTION OF DOCUMENTS..............................................36

20   CONFIDENTIAL INFORMATION...............................................36


21   SUBSTITUTION OF PURCHASER..............................................37


22   MISCELLANEOUS..........................................................38

  22.1     SUCCESSORS AND ASSIGNS...........................................38

  22.2     PAYMENTS DUE ON NON-BUSINESS DAYS................................38

  22.3     SEVERABILITY.....................................................38

  22.4     CONSTRUCTION.....................................................38

  22.5     COUNTERPARTS.....................................................38

  22.6     GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS...............38

  22.7     WITHHOLDING TAXES................................................39

  22.8     OBLIGATION TO MAKE PAYMENTS IN DOLLARS...........................42

  22.9     ADDITIONAL SUBSIDIARY GUARANTORS.................................43
</Table>

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

                                       iv
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SCHEDULE 5.11     --     Licenses and Permits
SCHEDULE 5.14     --     Use of Proceeds
SCHEDULE 5.15     --     Existing Indebtedness
SCHEDULE 10.2     --     List of European Union Member Countries on the Date of
                         Closing
SCHEDULE 10.3     --     Existing Liens

EXHIBIT 1(a)(i)   --     Form of 3.94% Series A Senior Guaranteed Note
                         due September 3, 2008
EXHIBIT 1(a)(ii)  --     Form of 4.45% Series B Senior Guaranteed Note
                         due September 3, 2008
EXHIBIT 1(a)(iii) --     Form of 4.45% Series C Senior Guaranteed Note
                         due September 3, 2010
EXHIBIT 1(b)      --     Form of Parent Guarantee
EXHIBIT 1(c)      --     Form of Subsidiary Guarantee
EXHIBIT 1(d)      --     Form of Instrument of Accession to the 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
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                          LUXOTTICA U.S. HOLDINGS CORP.
                              44 Harbor Park Drive
                            Port Washington, NY 11050

                             LUXOTTICA GROUP S.p.A.
                                   Via Cantu 2
                               Milan 20123, Italy


                             Note Purchase Agreement


                                U.S.$200,000,000

          3.94% Series A Senior Guaranteed Notes due September 3, 2008

                                 U.S.$45,000,000

          4.45% Series B Senior Guaranteed Notes due September 3, 2008

                                 U.S.$55,000,000

          4.45% Series C Senior Guaranteed Notes due September 3, 2010


                                                               September 3, 2003

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 you as follows:

1    AUTHORIZATION OF NOTES; GUARANTEES.

     (a)  The Company will authorize the issue and sale of U.S.$200,000,000
aggregate principal amount of its 3.94% Series A Senior Guaranteed Notes due
September 3, 2008 (the "Series A Notes"), U.S.$45,000,000 aggregate principal
amount of its 4.45% Series B Senior Guaranteed Notes due September 3, 2008 (the
"Series B Notes") and U.S.$55,000,000 aggregate principal amount of its 4.45%
Series C Senior Guaranteed Notes due September 3, 2010 (the "Series C Notes"
and, together with the Series A Notes and the Series B Notes, the "Notes", such
term to include any such notes issued in substitution therefor pursuant to
Section 13 of this Agreement or the Other Agreements (as hereinafter defined)).
The Notes shall be substantially in the form set out in Exhibit 1(a)(i) - (iii),
with such changes therefrom,

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if any, as may be approved by you 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 and the Other
Agreements (as defined below) 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 and the Other
Agreements (as defined below) will be guaranteed by the Initial Subsidiary
Guarantor and any Additional Subsidiary Guarantor, pursuant to the Subsidiary
Guarantee (the "Subsidiary Guarantee") 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 you and you will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount specified opposite your
name in Schedule A at the purchase price of 100% of the principal amount
thereof. Contemporaneously with entering into this Agreement, the Company is
entering into separate Note Purchase Agreements (the "Other Agreements")
identical with this Agreement with each of the other purchasers named in
Schedule A (the "Other Purchasers"), providing for the sale at such Closing to
each of the Other Purchasers of Notes in the principal amount specified opposite
its name in Schedule A. Your obligation hereunder and the obligations of the
Other Purchasers under the Other Agreements are several and not joint
obligations and you shall have no obligation under any Other Agreement and no
liability to any Person for the performance or non-performance by any Other
Purchaser thereunder.

3    CLOSING.

     The sale and purchase of the Notes to be purchased by you and the Other
Purchasers shall occur at the offices of Latham & Watkins, 99 Bishopsgate,
London EC2M 3XF 7HJ, at 3:00 p.m., London time, at a closing (the "Closing") on
September 3, 2003. At the Closing the Company will deliver to you the Notes to
be purchased by you in the form of a single Note (or such greater number of
Notes in denominations of at least U.S.$500,000 as you may request) dated the
date of the Closing and registered in your name (or in the name of your
nominee), against delivery by you 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 UniCredito Italiano, New York
Branch, to account number 2000193001367 at Wachovia Bank, New York ABA No.
026005092, SWIFT: PNBPUS3NNYC, for further benefit of the Company to account
number 1090117953 at UniCredito Italiano SWIFT: UNCRUS33. If at the Closing the
Company shall fail to tender such Notes to you as provided above in this Section
3, or any of the

                                        2
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conditions specified in Section 4 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.

4    CONDITIONS TO CLOSING.

     Your obligation to purchase and pay for the Notes to be sold to you at the
Closing is subject to the fulfillment to your 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 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 you 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 you 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. The Secretary, or an equivalent officer, of the Parent shall
     have delivered to you 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. The Initial
     Subsidiary Guarantor shall have delivered to you 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.

                                        3
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          (d)  INITIAL SUBSIDIARY GUARANTOR SECRETARY'S CERTIFICATES. The
     Secretary, or an equivalent officer, of the Initial Subsidiary Guarantor
     shall have delivered to you a certificate certifying as to the resolutions
     attached thereto and other corporate proceedings relating to the
     authorization, execution and delivery of the Subsidiary Guarantee.

     4.4  OPINIONS OF COUNSEL.

     You shall have received opinions in form and substance satisfactory to you,
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 you or your counsel may reasonably
request (and the Company, the Parent and the Initial Subsidiary Guarantor hereby
instruct their counsel to deliver such opinion to you); (b) from Grimaldi e
Associati, 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 you or your
counsel may reasonably request (and the Parent and the Initial Subsidiary
Guarantor hereby instruct its counsel to deliver such opinion to you); and (c)
from Latham & Watkins, your special counsel in connection with such transactions
covering such other matters incident to such transactions as you may reasonably
request.

     4.5  PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

     On the date of the Closing your purchase of Notes shall (i) be permitted by
the laws and regulations of each jurisdiction to which you are 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, (ii) 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 (iii) not subject
you 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 you, you shall have received an Officer's Certificate certifying as
to such matters of fact as you may reasonably specify to enable you to determine
whether such purchase is so permitted.

     4.6  SALE OF OTHER NOTES.

     Contemporaneously with the Closing, the Company shall sell to the Other
Purchasers, and the Other Purchasers shall purchase, the Notes to be purchased
by them at the Closing as specified in Schedule A.

     4.7  PAYMENT OF SPECIAL COUNSEL FEES.

     Without limiting the provisions of Section 15.1, the Company shall have
paid on or before the Closing the reasonable fees, charges and disbursements of
your 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.

     4.8  PRIVATE PLACEMENT NUMBER.

                                        4
<Page>

     A Private Placement number issued by Standard & Poor's CUSIP Service Bureau
(in cooperation with the Securities Valuation Office of the National Association
of Insurance Commissioners) 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, at any time following the date of
the most recent financial statements referred to in Schedule 5.5.

     4.10 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 you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

     4.11 AGENT FOR SERVICE OF PROCESS.

     CT Corporation System shall have accepted its appointment pursuant to
Section 22.6 of this Agreement, Section 8 of the Parent Guarantee and Section 5
of the Subsidiary Guarantee, respectively, as agent for service of process for
the Company, the Parent and the Initial Subsidiary Guarantor through September
3, 2011.

     4.12 PARENT GUARANTEE.

     The Parent Guarantee shall have been duly authorized, executed and
delivered by the Parent and you 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.

     4.13 SUBSIDIARY GUARANTEE.

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

5    REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT.

     The Company and the Parent (as applicable) represent and warrant to you
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

                                        5
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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 Other
Agreements, 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.

     Each of (a) this Agreement and the Other Agreements 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
and the Other Agreements have been duly authorized by all necessary corporate
action on the part of the Parent, and this Agreement and the Other Agreements
constitute 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 constitute 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
constitute a legal, valid and binding obligation of the Initial Subsidiary
Guarantor enforceable against 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).

     5.3  DISCLOSURE.

     The Company and the Parent, through their agent, Deutsche Bank Securities
Inc., have delivered to you and each Other Purchaser a copy of a Private
Placement Memorandum, dated July 3, 2003 (the "Memorandum"), relating to the
transactions contemplated hereby. Except as disclosed in Schedule 5.3, this
Agreement, the Parent Guarantee, the Subsidiary Guarantee, the Memorandum, 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
disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one
of the documents, certificates or other writings identified therein, or in the
financial statements listed in Schedule 5.5, since June 30, 2003, there has been
no change in the financial condition, operations, business or properties of the

                                        6
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Company, the Parent or any Subsidiary except changes that individually or in the
aggregate could 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.

     5.5  FINANCIAL STATEMENTS.

     The Parent has delivered to you and each Other 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

                                        7
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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, except for information filings made with the SEC pursuant
to the Exchange Act.

     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
     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
     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,
1999.

     5.10 TITLE TO PROPERTY; LEASES.

                                        8
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     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.

     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 in the first sentence of this Section 5.12(d)
     is made in reliance upon

                                        9
<Page>

     and subject to the accuracy of your 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 you.

          (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 you, the Other Purchasers and not more than 60 other Institutional
Investors, each of which has been offered the Note, the Parent Guarantee and the
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.

     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. None of the proceeds from the sale of the Notes will
be used for any unlawful payments to governmental officials.

     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 June 30, 2003, 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.(1)
Neither the Parent nor any Subsidiary

----------
(1)  Schedule 5.15 will describe all debt facilities in excess of $25,000,000
     and give the maximum aggregate amount of all remaining debt.

                                       10
<Page>

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.

     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.

     5.17 STATUS UNDER CERTAIN STATUTES.

     Neither the Parent nor any Subsidiary:

          (a)  is subject to regulation under the United States Investment
     Company Act of 1940, as amended, the United States Public Utility Holding
     Company Act of 1935, as amended, the ICC Termination Act of 1995, as
     amended, or the United States Federal Power Act, as amended;

          (b)  is or will become a Person or entity described by section 1 of
     Executive Order 13224 of September 24, 2001 Blocking Property and
     Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or
     Support Terrorism, 66 Fed. Reg. 49,079 (2001), and, to the best knowledge
     and belief of the Parent, engage or will engage in any dealings or
     transactions, or are or will be otherwise associated, with any such Persons
     or entities; and

          (c)  is or will be in violation of the USA Patriot Act of the United
     States, as amended from time to time.

     5.18 PARI PASSU

     All obligations and liabilities of the Company under this Agreement and
under the Notes rank in right of payment at least PARI PASSU with all of the
Company's other unsecured and unsubordinated senior Indebtedness, except for
those obligations that are mandatorily preferred by law.

     All obligations and liabilities of the Parent under the Parent Guarantee
will be unsecured general obligations of the Parent and rank in right of payment
at least PARI PASSU with all the Parent's other unsecured and unsubordinated
senior Indebtedness, except for those obligations that are mandatorily preferred
by law.

     All obligations and liabilities of the Initial Subsidiary Guarantor under
the Subsidiary Guarantee are unsecured general obligations of the Initial
Subsidiary Guarantor and rank in right of payment at least PARI PASSU with all
the Initial

                                       11
<Page>

Subsidiary Guarantor's other unsecured and unsubordinated senior Indebtedness,
except for those obligations that are mandatorily preferred by law.

     5.19 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.

     5.20 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 will derive
material benefits, directly or indirectly, from the financing obtained through
the Notes, both as a separate corporate entity and as a member of the Group.

6    REPRESENTATIONS OF THE PURCHASER.

     6.1  PURCHASE FOR INVESTMENT.

     You represent that you are purchasing the Notes for your own account or for
one or more separate accounts maintained by you 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 your or their property shall at all times be
within your or their control. You understand 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.

     You represent that at least one of the following statements is an accurate
representation as to each source of funds (a "Source") to be used by you to pay
the purchase price of the Notes to be purchased by you hereunder:

          (a)  if you are an insurance company, the Source does not include
     assets allocated to any separate account maintained by you in which any
     employee benefit plan (or its related trust) has any interest, other than a
     separate account that is maintained solely in connection with your fixed
     contractual obligations under which the amounts payable, or credited, to
     such plan and 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

                                       12
<Page>

          (b)  the Source is either (i) an insurance company pooled separate
     account, within the meaning of Prohibited Transaction Exemption ("PTE")
     90-1 (issued January 29, 1990), or (ii) a bank collective investment fund,
     within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as
     you have disclosed to the Company in writing pursuant to this paragraph
     (b), 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

          (c)  the Source constitutes assets of an "investment fund" (within the
     meaning of Part V of 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 paragraph (c); or

          (d)  the Source is a governmental plan; or

          (e)  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
     paragraph (e); or

          (f)  the Source is an "insurance company general account", as such
     term is defined in the Department of Labor Prohibited Transaction Class
     Exemption 95-60 (issued July 12, 1995) ("PTCE 95-60") and as of the date of
     this Agreement there is no "employee benefit plan" with respect to which
     the aggregate amount of such general account's reserves and liabilities for
     the contracts held by or on behalf of such "employee benefit plan" and all
     other "employee benefit plans" maintained by the same employer (and
     affiliates thereof as defined in section V(a)(1) of PTCE 95-60) or by the
     same employee organization (in each case determined in accordance with the
     provisions of PTCE 95-60) exceeds 10% of the total reserves and liabilities
     of such general account (as determined under PTCE 95-60) (exclusive of
     separate account liabilities) plus surplus as set forth in the National
     Association of Insurance Commissioners Annual Statement filed with the
     state of your domicile; or

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

                                       13
<Page>

          (h)  the Source is an account held directly or indirectly by a bank
     organised under the laws of the Republic of Ireland.

     As used in this Section 6.2, the terms "employee benefit plan",
"governmental plan", "party in interest" 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:

          (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 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);

          (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

                                       14
<Page>

     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);

          (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;

          (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 Securities Exchange Commission;

          (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;

          (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 Federal or state Governmental Authority

                                       15
<Page>

     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 Federal or state
     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; and

          (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 as any holder of Notes may reasonably request. A
     reasonable request shall include a request from any holder of Notes stating
     that the SVO has requested in writing such information in order to assign
     or maintain a designation of the Notes.

     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 10.3 through10.6 hereof,
     inclusive, during the quarterly or annual period covered by the statements
     then being furnished (including with respect to each such Section, where
     applicable, the calculations of the maximum or minimum amount, ratio or
     percentage, as the case may be, permissible under the terms of such
     Sections, and the calculation of the amount, ratio or percentage then in
     existence); and

          (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  INSPECTION.

          (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

                                       16
<Page>

     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, (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 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  REQUIRED PREPAYMENTS.

                                       17
<Page>

     On September 3, 2006 and on each September 3rd thereafter to and including
September 3, 2008 the Company will prepay U.S.$66,666,667 principal amount (or
such lesser principal amount as shall then be outstanding) of the Series A Notes
at par and without payment of the Make-Whole Amount or any premium, PROVIDED
that upon any partial prepayment of the Series A Notes pursuant to Section 8.2
or purchase of the Series A Notes permitted by Section 8.6 the principal amount
of each required prepayment of the Series A Notes becoming due under this
Section 8.1 on and after the date of such prepayment or purchase shall be
reduced in the same proportion as the aggregate unpaid principal amount of the
Series A Notes is reduced as a result of such prepayment or purchase.

     The entire principal amount of the Series B Notes shall become due and
payable on September 3, 2008.

     On September 3, 2006 and on each September 3rd thereafter to and including
September 3, 2010 the Company will prepay U.S.$11,000,000 principal amount (or
such lesser principal amount as shall then be outstanding) of the Series C Notes
at par and without payment of the Make-Whole Amount or any premium, PROVIDED
that upon any partial prepayment of the Notes pursuant to Section 8.2 or
purchase of the Series C Notes permitted by Section 8.6 the principal amount of
each required prepayment of the Series C Notes becoming due under this Section
8.1 on and after the date of such prepayment or purchase shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Series C Notes
is reduced as a result of such prepayment or purchase.

     8.2  OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

     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, 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.

     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 22.7 hereof, the Company shall
have the

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<Page>

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 22.7 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 22.7 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, the principal amount
of the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof 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 on the date fixed for such prepayment, 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

                                       19
<Page>

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.

     The term "Make-Whole Amount" means, 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 the Make-Whole Amount may in no event be
less than zero. For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

     "Called Principal" means, with respect to any Note, the principal of such
Note that is to be prepaid pursuant to Sections 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.

     "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, 0.50% over 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" on the Bloomberg Financial Market Service (or such other display
as may replace Page PX1 on the Bloomberg Financial Market Service) for actively
traded U.S. Treasury securities having a maturity equal to the Remaining Average
Life or Remaining Life,

                                       20
<Page>

as applicable, 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, 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 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life or Remaining
Life, as applicable, of such Called Principal as of such Settlement Date. 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 actively traded U.S.
Treasury security with the maturity closest to and greater than the Remaining
Average Life or Remaining Life, as applicable, and (2) the actively traded U.S.
Treasury security with the maturity closest to and less than the Remaining
Average Life or Remaining Life, as applicable.

     "Remaining Average Life" means, with respect to any Called Principal in
respect of a Series A Note or a Series C Note, 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 Life" means, with respect to any Called Principal in respect of
a Series B Note, 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 maturity date of the Series B Note.

     "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 Sections 8.2, 8.3 or 12.1.

     "Settlement Date" means, with respect to the Called Principal of any Note,
the date on which such Called Principal is to be prepaid pursuant to Sections
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.

9    AFFIRMATIVE COVENANTS.

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

     9.1  COMPLIANCE WITH LAW.

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<Page>

     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, Environmental Laws, and will obtain and
maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     9.2  INSURANCE.

     The 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

                                       22
<Page>

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

     9.6  PARI PASSU RANKING.

     The Parent will ensure that (x) the obligations of the Company under this
Agreement and the Notes rank at least PARI PASSU, without preference or
priority, at all times with the other outstanding unsecured and unsubordinated
present and future senior Indebtedness of the Company, except for those
obligations that are mandatorily preferred by law and (y) the obligations of the
Parent under the Parent Guarantee rank at least PARI PASSU, without preference
or priority, at all times with the other outstanding unsecured and
unsubordinated present and future senior Indebtedness of the Parent, except for
those obligations that are mandatorily preferred by law.

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:

          (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 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 the date
     of Closing 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,

                                       23
<Page>

     merger, amalgamation, conveyance, transfer or lease or the assumption of
     the obligations of the Parent under this Agreement and (z) the surviving
     corporation 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 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 the Initial Subsidiary Guarantor, (A) the Initial
     Subsidiary Guarantor would be the surviving corporation or (B) if the
     surviving corporation is not the Initial Subsidiary Guarantor 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), Canada or a country which is a member of the
     European Union as at the date of Closing as set forth on Schedule 10.2
     hereto (other than Greece and Spain), (x) no Event of Illegality or
     Currency Restriction Event would arise as a result of such consolidation,
     merger, amalgamation, conveyance, transfer or lease or the assumption of
     the obligations of the Initial Subsidiary Guarantor under this Agreement
     and the Notes, and (y) the surviving corporation assumes the obligations of
     the Initial Subsidiary Guarantor under the Subsidiary 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 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 that shall theretofore have
become such in the

                                       24
<Page>

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 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;

               (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

                                       25
<Page>

                       (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 10.3 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 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

                                       26
<Page>

          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 financial statements have been
          provided to holders of the Notes immediately preceding the date on
          which any such Lien is incurred.

     10.4 PRIORITY DEBT

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

     10.5 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
15% of the Total Assets as of the end of the then most recently ended fiscal
year of the Parent for which 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 10.5 covenant as of any
date, shall be disregarded and be deemed not to be an Asset Disposition.

     10.6 FINANCIAL CONDITION

                                       27
<Page>

     The Parent shall ensure that:

          (a)  the ratio of EBITDA to Net Financial Charges will not be less
     than 4.0 to 1 in respect of any Relevant Period; and

          (b)  the ratio of Net Debt (as at any Relevant Date) to Consolidated
     Shareholders' Equity (in respect of the period ending on that Relevant
     Date) will not be greater than 2.0 to 1.

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 or
     Make-Whole Amount, if any, on any Note when the same becomes due and
     payable, whether at maturity or at a date fixed for prepayment or by
     declaration or otherwise; or

          (b)  the Company defaults in the payment of any interest on any Note
     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
     Other Agreements, 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 (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 of any mortgage, indenture or other
     agreement relating thereto or any other condition exists, and as a
     consequence of such default or

                                       28
<Page>

     condition such Indebtedness has become, or has been declared, 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

          (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 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.

                                       29
<Page>

     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 its or 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 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,

                                       30
<Page>

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 17, 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 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 15.1, 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.

13   REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

     13.1 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.

     13.2 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 his attorney
duly authorized in writing and accompanied by the address 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

                                       31
<Page>

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
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.

     13.3 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.

14   PAYMENTS ON NOTES.

     14.1 PLACE OF PAYMENT.

     Subject to Section 14.2, 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.

     14.2 HOME OFFICE PAYMENT.

     So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 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 your name in Schedule
A, or by such other method or at such other address as you shall have from time
to time

                                       32
<Page>

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, you 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 14.1. Prior to any sale
or other disposition of any Note held by you or your nominee you will, at your
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 13.2. The
Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by you
under this Agreement and that has made the same agreement relating to such Note
as you have made in this Section 14.2.

15   EXPENSES, ETC.

     15.1 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 you and each Other Purchaser or 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 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 you 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 retained by you) for any
pre-Closing activity.

     15.2 SURVIVAL.

     The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any

                                       33
<Page>

provision of this Agreement, the Parent Guarantee, the Subsidiary Guarantee or
the Notes, and the termination of this Agreement.

16   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 you 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 you 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 you and the
Company and the Parent, and supersede all prior agreements and understandings
relating to the subject matter hereof.

17   AMENDMENT AND WAIVER.

     17.1 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),
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 you unless consented to by you 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, 17, or 20.

     17.2 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 17 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.

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<Page>

          (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, to any holder of Notes as consideration for or as an inducement
     to the entering into by any holder of Notes or any waiver or amendment of
     any of the terms and provisions hereof unless such remuneration is
     concurrently paid, or security is concurrently granted, on the same terms,
     ratably to each holder of Notes then outstanding even if such holder did
     not consent to such waiver or amendment.

     17.3 BINDING EFFECT, ETC.

     Any amendment or waiver consented to as provided in this Section 17 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.

     17.4 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.

18   NOTICES.

     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 overnight delivery service (charges prepaid), or
(b) by a recognized overnight delivery service (with charges prepaid). Any such
notice must be sent:

          (a)  if to you or your nominee, to you or it at the address specified
     for such communications in Schedule A, or at such other address as you or
     it 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 and Marianna Nasce,
     or

                                       35
<Page>

     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 18 will be deemed given only when actually received.

19   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 you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you 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 you in
the regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence. This
Section 19 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.

20   CONFIDENTIAL INFORMATION.

     For the purposes of this Section 20, "Confidential Information" means
information delivered to you 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 you as being confidential information of the Parent
or such Subsidiary, PROVIDED that such term does not include information that
(a) was publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission
by you or any person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by the Parent or any Subsidiary or (d) constitutes
financial statements delivered to you under Section 7.1 that are otherwise
publicly available. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to
protect confidential information of third parties delivered to you, PROVIDED
that you may deliver or disclose Confidential Information to (i) your trustees,
directors, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any other
holder of any Note, (iv) any Institutional Investor to which you sell or offer
to sell such Note or any part

                                       36
<Page>

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 20), (v) any Person from which you offer 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 20), (vi) any federal or state regulatory authority having jurisdiction
over you, (vii) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating agency that requires
access to information about your 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 you, (x)
in response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you 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 your 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 20 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 20. Notwithstanding anything to the
contrary set forth herein or in any other written or oral understanding or
agreement to which the parties hereto are parties or by which they are bound,
the parties to this Agreement acknowledge and agree that (i) any obligations of
confidentiality contained herein and therein do not apply and have not applied
from the commencement of discussions between the parties to the tax treatment
and tax structure of the Notes (and any related transactions or arrangements)
and (ii) each Purchaser (and each of its employees, representatives or other
agents) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the Notes and all materials of any kind
(including opinions or other tax analyses) that are provided to such Purchaser
relating to such tax treatment and tax structure, all within the meaning of the
U.S. Department of the Treasury Regulations Section 1.6011-4.

21   SUBSTITUTION OF PURCHASER.

          You shall have the right to substitute any one of your Affiliates as
     the purchaser of the Notes that you have agreed to purchase hereunder, by
     written notice to the Company and the Parent, which notice shall be signed
     by both you 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, wherever the word "you" is
     used in this Agreement (other than in this Section 21), such word shall be
     deemed to refer to such Affiliate in lieu of you. In the event that such
     Affiliate is so substituted as a purchaser hereunder and such Affiliate
     thereafter transfers to you all of the Notes then held by such Affiliate,
     upon receipt by the Company and the Parent of notice of such transfer,
     wherever the word "you" is used in this Agreement

                                       37
<Page>

     (other than in this Section 21), such word shall no longer be deemed to
     refer to such Affiliate, but shall refer to you, and you shall have all the
     rights of an original holder of the Notes under this Agreement.

22   MISCELLANEOUS.

     22.1 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.

     22.2 PAYMENTS DUE ON NON-BUSINESS DAYS.

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

     22.3 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.

     22.4 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.

     22.5 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.

     22.6 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.

     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 require
the application of

                                       38
<Page>

the laws of a jurisdiction other than such State. 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 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 you a true and correct copy of an instrument by
which the Company and the Parent have irrevocably appointed CT Corporation
System, with offices at 111 Eighth Avenue, New York, New York 10011, as its
authorized agent upon which process may be served in any such suit, action or
proceeding and by which CT Corporation System 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 22.6 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.

     22.7 WITHHOLDING TAXES.

     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 or withholding or deduction for or on account of, any
Taxes of whatever nature, including, without limitation, net income or franchise
taxes, imposed or levied by or on behalf of any jurisdiction other than, in
respect of Persons that are residents of the United States of America, the
United States of America or, in respect of Persons that are residents of the
Republic of Ireland, the Republic of Ireland (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
and pay such additional amounts as may be necessary in order that the net
amounts paid to each holder pursuant to the terms of this Agreement or the Notes
after such deduction,

                                       39
<Page>

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
under the terms of this Agreement or the Notes, PROVIDED that no payment of any
Additional Amounts shall be required to be made:

          (a)  to any beneficial owner of a Note or its nominee not either (i) a
     United States person, within the meaning of Section 7701(a)(30) of the
     Internal Revenue Code of 1986, as amended (the "Code") (such person, a
     "U.S. Person"), or (ii) a "qualified person" within the meaning of Article
     23 of the Convention Between the Government of the United States of America
     and the Government of Ireland for the Avoidance of Double Taxation and the
     Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital
     Gains, dated July 28, 1997 (the "US/Ireland Treaty") and not subject to the
     limitations imposed by Code Section 894(c) (such person, a "Republic of
     Ireland Person"), in excess of the amount which the Company (x) would have
     been obligated to pay if such holder or its nominee had been a U.S. Person
     and entitled to claim the benefits of the double tax treaty (if any) in
     force at the relevant time between the United States and the Taxing
     Jurisdiction (for original Purchasers that are U.S. Persons), or (y) would
     have been obligated to pay if such holder or its nominee had been a
     Republic of Ireland Person and entitled to claim the benefits of the double
     tax treaty (if any) in force at the relevant time between the Republic of
     Ireland and the Taxing Jurisdiction (for original Purchasers that are
     Republic of Ireland Persons);

          (b)  for or on account of any Tax that would not have been imposed but
     for the existence of any present or former connection between such holder
     (or between a fiduciary, settler, 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 relevant 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, being or having been engaged in a trade or business
     therein or having or having had a permanent establishment office, fixed
     base or branch therein, provided that this sub-clause (b) shall not be
     applicable if the identity of the Taxing Jurisdiction changes following an
     assumption by a new corporation of the Notes and the obligations of the
     Company hereunder and such present or former connection between such holder
     and the new Taxing Jurisdiction existed at the time of such change (but the
     Company's obligations pursuant to this paragraph shall be limited to the
     amount of any increase in Taxes resulting from such assumption above the
     amount of Taxes that would otherwise be payable by such holder in such
     jurisdiction);

          (c)  for or on account of 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 or otherwise
     of Forms (as defined below) or the failure to accurately or validly
     complete such

                                       40
<Page>

     Forms that are required to be filed by such holder to avoid or reduce such
     Taxes; or

          (d)  any combination of clauses (a), (b) and (c) above.

     In the event that a double tax treaty in force on the date of this
Agreement is repealed, amended or otherwise modified in a manner that caused the
Company to pay an Additional Amount in excess of the amount payable as of the
date of this Agreement, at the request of the Company, any holder(s) (other than
holder(s) that are U.S. Persons) with respect to whose Notes such Additional
Amounts are payable shall reasonably cooperate with the Company to cause the
transfer of the Notes to a related person who may benefit from a double tax
treaty in force at the relevant time if such transfer would reduce the
Additional Amounts payable pursuant to this Section 22.7.

     By acceptance of any Note, the holder of such Note agrees that it will from
time to time with reasonable promptness (x) duly complete and deliver (and cause
its nominee, if any, to duly complete and deliver) to or as reasonably directed
by the Company all such forms, certificates, documents and returns (which shall
be provided together with instructions in English) provided to such holder by
the Company (collectively "Forms") required to be filed by or on behalf of such
holder or its nominee 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 double tax treaty between the United
States and such Taxing Jurisdiction in force at the relevant time, for
Purchasers that are U.S. Persons, or of a double tax treaty between the Republic
of Ireland and such Taxing Jurisdiction in force at the relevant time, for
Purchasers that are Republic of Ireland Persons, and (y) provide the Company
with such information with respect to such holder or its nominee as the Company
may reasonably request in order to complete any such Forms; provided, that
nothing in this Section 22.7 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 such request does not (in such holder's reasonable
opinion) impose an unreasonable burden (in time, resources or otherwise) on such
holder. For purposes of the preceding sentence, the holder agrees that the
completion of United States Internal Revenue Service Forms W-9, W-8BEN, W-8IMY
and W-8ECI (or any successor or alternative form provided such form requires
substantially similar information as the form it replaces) do not require the
holder to provide information that involves the disclosure of tax return or
other information that is confidential or proprietary and the completion of such
Forms do not impose an unreasonable burden (in time, resources or otherwise) on
such holder.

     On or before the date of the Closing, the Company will furnish you with
copies of the appropriate Form currently required to be filed pursuant to clause
(c) of the second paragraph of this Section 22.7, if any, and in connection with
the transfer of any Note the Company will furnish the transferee of such Note
with copies of all Forms then required.

     If the Company makes payment of an Additional Amount under this Section
22.7 for the account of the holder of any Note and such holder is entitled to a
refund of the tax (a "Tax Refund") to which such payment is attributable, and
such Tax

                                       41
<Page>

Refund may be obtained by filing Forms, then such holder shall, after receiving
a written request therefor from the Company (which request shall specify in
reasonable detail the Forms to be filed), file such Forms. If such holder
subsequently receives such a Tax Refund, and such holder is readily able to
identify the Tax Refund as being attributable to the tax with respect to which
the Additional Amount was made, then such holder shall, to the extent that it
can do so without prejudice to the retention of the amount of such refund or
remission and without prejudice to the right of such holder to obtain any other
relief or allowance which may be available to it, reimburse the Company such
amount as such holder shall determine in good faith to be the proportion of the
Tax Refund as being attributable to the relevant Taxes or deduction or
withholding, as will leave such holder, after such reimbursement, in no better
or worse position than that in which such holder would have been if such payment
of an Additional Amount by the Company had not been required. 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 oblige any holder of
any Note to disclose any information relating to its tax affairs or any
computations in respect thereof, or require any holder to account for any
indirect taxation benefits arising from the deduction or withholding of any Tax.

     The Company will furnish the holders of Notes, within 30 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 of 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.

     The obligations of the Company under this Section 22.7 will survive the
payment or transfer of any Note and the termination of this Agreement.

     22.8 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 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 shall 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 constitute an obligation separate and independent

                                       42
<Page>

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 any judgment or order.

     22.9 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, as U.S. counsel, and Grimaldi e Associati, 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).

*  *  *  *  *

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

                                              Very truly yours,

                                              LUXOTTICA U.S. HOLDINGS CORP.

                                              ---------------------------------
                                              By:
                                              Title:


                                              LUXOTTICA GROUP S.p.A.

                                              ---------------------------------
                                              By:
                                              Title:

                                       43
<Page>

The foregoing is hereby
agreed to as of the
date thereof.

[ADD PURCHASER SIGNATURE BLOCKS]

<Page>

                                   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 22.7.

     "ADDITIONAL SUBSIDIARY GUARANTORS" means any Subsidiary that voluntarily
becomes a Subsidiary Guarantor in accordance with Section 22.9.

     "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 beneficially owning or holding, directly or
indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary, and (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. 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.

     "AMOUNT OF UNFUNDED BENEFIT LIABILITIES" is defined in Section 11(l).

     "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:

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

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

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

               (iv)    permitted pursuant to Section 10.2 hereof;

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

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

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

<Page>

               (viii)  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.

     "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 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.

     "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.

     "CONFIDENTIAL INFORMATION" is defined in Section 20.

     "CONSOLIDATED SHAREHOLDERS' EQUITY" means, as of any date, the consolidated
shareholders' equity shown on the consolidated financial statements of the Group
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.

<Page>

     "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 A Notes, that rate of
interest that is the greater of (i) 5.94% 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 B Notes, that rate of
interest that is the greater of (i) 6.45% 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 with respect to the Series C Notes, that rate of
interest that is the greater of (i) 6.45% 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, 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, as determined from the consolidated
financial statements of the Group and compliance certificates required to be
delivered under this Agreement.

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

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

<Page>

     "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
Other Agreements 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

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

               (x)     Italy or any political subdivision thereof, or

               (xi)    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

<Page>

          (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 Luxottica Group S.p.A. 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 13.1.

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

          (a)  moneys borrowed;

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

<Page>

          (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

          (j)  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.

     "INITIAL SUBSIDIARY GUARANTOR" means Luxottica S.r.l., a corporation
incorporated in Italy.

     "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a Note, (b)
any holder of a Note holding more than 5% of the aggregate principal amount of
the Notes then outstanding, and (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.

     "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 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.

<Page>

     "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 annual audited or quarterly consolidated financial statements of the
Group).

     "MODIFIED MAKE-WHOLE AMOUNT" means the Make-Whole Amount computed with a
Reinvestment Yield in which a spread of "0.75%" has been substituted for the
spread of "0.50%".

     "MEMORANDUM" is defined in Section 5.3.

     "MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan" (as such
term is defined in section 4001(a)(3) of ERISA).

     "NET DEBT" means, as at any particular time, as determined from the
consolidated financial statements of the Group, 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, the
consolidated amount of interest expense of the Group, MINUS interest income, all
as determined from the consolidated financial statements of the Group.

     "NET PROCEEDS AMOUNT" means, with respect to any Asset Disposition, an
amount equal to the following:

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

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

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

<Page>

          (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 10.3 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.

     "OTHER AGREEMENTS" is defined in Section 2.

     "OTHER PURCHASERS" is defined in Section 2.

     "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 10.3.

     "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) 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.

     "PRIORITY DEBT" means, without duplication, the aggregate of (i) all
Indebtedness of the Group that is secured by a Lien permitted pursuant to
Section 10.3(b) sub-clause (xii) of this Agreement (and not permitted by any
other sub-clause in Section 10.3), 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 definition of Priority Debt,
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

<Page>

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.

     "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.

     "PTCE" is defined in Section 6.2(f).

     "PTE" is defined in Section 6.2(b).

     "QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-14 issued
by the United States Department of Labor.

     "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.

     "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.

     "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 realise upon its assets and pay its
debts and other liabilities, including contingent obligations, as they mature,
(iv) the Initial Subsidiary Guarantor does not have

<Page>

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 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 National Association of
Insurance Commissioners.

     "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 22.7.

     "TOTAL ASSETS" means, as of the date of any determination, the consolidated
total assets of the Group shown on the consolidated financial statements of the
Group most recently delivered to the holders of the Notes.

     "WHOLLY-OWNED SUBSIDIARY" means any Subsidiary all of the equity interests
(except director's qualifying shares) and voting interests of which are owned by
any one or more of the Parent and other Wholly-Owned Subsidiaries.

<Page>

                                                                 EXHIBIT 1(a)(i)

                              FORM OF SERIES A NOTE

                          LUXOTTICA U.S. HOLDINGS CORP.

           3.94% SERIES A SENIOR GUARANTEED NOTE DUE SEPTEMBER 3, 2008

No. [_____]                                                               [Date]
$[_______]                                                       PPN 55068# AA 7

     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 3.94% per annum from the date
hereof, payable semiannually, on the 3rd day of September and March in each
year, commencing with the September or March 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 Agreements 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) 5.94% 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
Agreements referred to below.

     This Note is one of a series of Series A Senior Guaranteed Notes (herein
called the "Notes") issued pursuant to separate Note Purchase Agreements, dated
as of September 3, 2003 (as from time to time amended, the "Note Purchase
Agreements"), 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 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, 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

<Page>

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

     The Company will make required prepayments of principal on the dates and in
the amounts specified in the Note Purchase Agreements. 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 Agreements, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements, 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 Agreements.

     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:

<Page>

                                                                EXHIBIT 1(a)(ii)

                              FORM OF SERIES B NOTE

                          LUXOTTICA U.S. HOLDINGS CORP.

           4.45% SERIES B SENIOR GUARANTEED NOTE DUE SEPTEMBER 3, 2008

No. [_____]                                                               [Date]
$[_______]                                                       PPN 55068# AB 5

     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 4.45% per
annum from the date hereof, payable semiannually, on the 3rd day of September
and March in each year, commencing with the September or March 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 Agreements 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) 6.45% 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
Agreements referred to below.

     This Note is one of a series of Series B Senior Guaranteed Notes (herein
called the "Notes") issued pursuant to separate Note Purchase Agreements, dated
as of September 3, 2003 (as from time to time amended, the "Note Purchase
Agreements"), 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 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, 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

<Page>

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.

     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
Agreements, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements, 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 Agreements.

     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:

<Page>

                                                               EXHIBIT 1(a)(iii)

                              FORM OF SERIES C NOTE

                          LUXOTTICA U.S. HOLDINGS CORP.

           4.45% SERIES C SENIOR GUARANTEED NOTE DUE SEPTEMBER 3, 2010

No. [_____]                                                               [Date]
$[_______]                                                       PPN 55068# AC 3

     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 4.45% per annum from the date
hereof, payable semiannually, on the 3rd day of September and March in each
year, commencing with the September or March 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 Agreements 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) 6.45% 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
Agreements referred to below.

     This Note is one of a series of Series C Senior Guaranteed Notes (herein
called the "Notes") issued pursuant to separate Note Purchase Agreements, dated
as of September 3, 2003 (as from time to time amended, the "Note Purchase
Agreements"), 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 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, 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

<Page>

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.

     The Company will make required prepayments of principal on the dates and in
the amounts specified in the Note Purchase Agreements. 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 Agreements, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements, 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 Agreements.

     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:

<Page>

                                                                    EXHIBIT 1(b)

                            FORM OF PARENT GUARANTEE

<Page>

                                                                    EXHIBIT 1(c)

                          FORM OF SUBSIDIARY GUARANTEE

<Page>

                                                                    EXHIBIT 1(d)

                         FORM OF INSTRUMENT OF ACCESSION
                             TO SUBSIDIARY GUARANTEE

     INSTRUMENT OF ACCESSION dated ________, _____, made by [name of new
Subsidiary Guarantor], a company organized under the laws of __________ (the
"ACCEDING SUBSIDIARY GUARANTOR") in respect of the Subsidiary Guarantee dated
September 3, 2003 (the "SUBSIDIARY GUARANTEE") made from the Subsidiary
Guarantors set forth therein to the Noteholders (as defined therein).
Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Subsidiary Guarantee.

1.   ASSUMPTION. The Acceding Subsidiary Guarantor hereby expressly assumes and
agrees, with effect from and after the date hereof, to perform and observe each
and every one of the covenants, conditions, obligations, duties and liabilities
applicable to a "Subsidiary Guarantor" under the Subsidiary Guarantee, jointly
and severally with all other Subsidiary Guarantors under the Subsidiary
Guarantee, as if the Acceding Subsidiary Guarantor had been an original party
thereto. All references to any Subsidiary Guarantor in the Note Purchase
Agreements, the Notes, the Subsidiary Guarantee or any document, instrument or
agreement executed and delivered or furnished in connection therewith shall be
deemed to be and include references to the Acceding Subsidiary Guarantor.

2.   REPRESENTATIONS AND WARRANTIES. The Acceding Subsidiary Guarantor jointly
and severally represents and warrants to each Noteholder as of the date hereof
as follows:

     2.1  ORGANIZATION; POWER AND AUTHORITY. It is a company or corporation duly
          organized and validly existing under the laws of its jurisdiction of
          formation, and is duly qualified as a foreign company or corporation
          and is in good standing in each jurisdiction in which such
          qualification is required by applicable law, other than those
          jurisdictions as to which the failure to be so qualified or validly
          existing would not, individually or in the aggregate, reasonably be
          expected to have a Material Adverse Effect. It 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, to
          execute and deliver this Instrument of Accession and the Subsidiary
          Guarantee and to perform the provisions hereof.

     2.2  AUTHORIZATION, ETC. This Instrument of Accession and the Subsidiary
          Guarantee has been duly authorized by all necessary corporate action,
          and constitutes a legal, valid and binding obligation of it
          enforceable against it in accordance with its terms, except 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

<Page>

          equity (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

     2.3  COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The execution, delivery
          and performance by such Acceding Subsidiary Guarantor of this
          Instrument of Accession and the Subsidiary Guarantee 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 such
          Acceding Subsidiary Guarantor 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 it is
          bound or by which it or any of its 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 such Acceding Subsidiary Guarantor or (iii) violate any provision
          of any statute or other rule or regulation of any Governmental
          Authority applicable to such Acceding Subsidiary Guarantor; except, in
          each case, any such breach, default, conflict, violation or Lien that
          would not reasonably be expected to have a Material Adverse Effect.

     2.4  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 such Acceding Subsidiary Guarantor of this
          Instrument of Accession or the Subsidiary Guarantee, except for
          information filings made with the SEC pursuant to the Exchange Act.

     2.5  SOLVENCY. The Acceding Subsidiary Guarantor is, and upon execution and
          delivery of this Instrument of Accession and the Subsidiary Guarantee
          will be (a) Solvent and (b) 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). As used herein, the term
          "Solvent" means, with respect to the any Acceding Subsidiary Guarantor
          on a particular date, that on such date (i) the fair market value of
          the assets of such entity is greater than the total amount of
          liabilities (including contingent liabilities) of the entity, (ii) the
          present fair saleable value of the assets of such entity is greater
          than the sum of stated liabilities and identified contingent
          liabilities, (iii) such entity is able to realise upon its assets and
          pay its debts and other liabilities, including contingent obligations,
          as they mature, (iv) such entity does not have unreasonably small
          capital and (v) such entity is not unable to or has not been deemed to
          be unable to pay its debts as they fall due.

     2.6  CORPORATE BENEFIT. Having taken into account the financial
          interdependence and mutual reliance between such Acceding Subsidiary
          Guarantor, the Company and the Parent and its Subsidiaries, the
          continuing financial and other assistance from time to time given by
          such Acceding Subsidiary Guarantor to the Company and the Parent and
          its Subsidiaries, and vice versa, such Acceding

<Page>

          Subsidiary Guarantor will derive material benefits, directly or
          indirectly from the financing obtained through the Notes, both as a
          separate corporate entity and as a member of the Group.

3.   INFORMATION.

     Address:

     Telephone:

     Facsimile:

4.   GOVERNING LAW. This Instrument of Accession 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.

     IN WITNESS WHEREOF, the Acceding Subsidiary Guarantor has caused this
Instrument of Accession to be duly executed and delivered as of the day and year
first above written.

     [ACCEDING SUBSIDIARY GUARANTOR]

     By
        ---------------------------

     Name:

     Title: