EXHIBIT 4.14


 


EXECUTION VERSION


 


AMENDMENT AND TRANSFER AGREEMENT


 


Dated 29 April, 2008


 


for


 


LUXOTTICA  U.S. HOLDINGS CORP.


 


as Borrower


 


arranged by


BANC OF AMERICA SECURITIES
LIMITED AND BAYERISCHE HYPO- UND VEREINSBANK AG, MILAN BRANCH (PART OF
UNICREDIT MARKETS AND INVESTMENT BANKING)


 


with


 


BANC OF AMERICA SECURITIES
LIMITED


acting as Agent


 


RELATING TO A BRIDGE FACILITY AGREEMENT DATED


 


12 OCTOBER 2007


 





 


Ref: DM/CP


 


Studio Legale Associato


 


in association with Linklaters LLP


 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions
  and interpretation

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Conditions
  precedent

  	
   

  	
  2

  
	
  3.

  	
   

  	
  Representations

  	
   

  	
  2

  
	
  4.

  	
   

  	
  Amendment

  	
   

  	
  2

  
	
  5.

  	
   

  	
  Transfer

  	
   

  	
  3

  
	
  6.

  	
   

  	
  Transaction
  expenses

  	
   

  	
  4

  
	
  7.

  	
   

  	
  Fees

  	
   

  	
  5

  
	
  8.

  	
   

  	
  Miscellaneous

  	
   

  	
  5

  
	
  9.

  	
   

  	
  Governing
  law

  	
   

  	
  5

  



 


THE SCHEDULES


 


	
  SCHEDULE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1
  The Parties

  	
   

  	
  6

  
	
  SCHEDULE 2

  	
   

  	
  9

  
	
  Commitment/rights
  and obligations to be transferred

  	
   

  	
  9

  
	
  SCHEDULE 3
  Conditions precedent

  	
   

  	
  10

  
	
  SCHEDULE 4
  Amendments to Original Facility Agreement

  	
   

  	
  11

  



 


i

















 


THIS AGREEMENT is dated 29 April, 2009 and made in Lugano,
Switzerland between:


 


(1)                            LUXOTTICA
GROUP S.p.A. (the “Company”);


 


(2)                            LUXOTTICA
U.S. HOLDINGS CORP. as borrower (the “Borrower”);


 


(3)                            LUXOTTICA
GROUP S.p.A. and LUXOTTICA S.r.l., as original guarantors (the “Original Guarantors”);


 


(4)                            BANC
OF AMERICA SECURITIES LIMITED and BAYERISCHE HYPO- UND VEREINSBANK AG, MILAN
BRANCH (PART OF UNICREDIT MARKETS AND INVESTMENT BANKING) as exclusive
bookrunners and mandated lead arrangers (whether acting individually or
together, the “Arrangers”);


 


(5)                            BANK
OF AMERICA, N.A. and BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH (PART OF
UNICREDIT MARKETS AND INVESTMENT BANKING) as underwriters (whether acting
individually or together, the “Existing Underwriters”);


 


(6)                            BANK
OF AMERICA, N.A. and UNICREDITO ITALIANO S.p.A. – NEW YORK BRANCH as new
underwriters (whether acting individually or together, the “New Underwriters”);


 


(7)                            THE
FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as existing Lenders
(the “Existing Lenders”);


 


(8)                            THE
FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 as new Lenders
(the “New Lenders”); and


 


(9)                            BANC
OF AMERICA SECURITIES LIMITED, as agent of the other Finance Parties (the “Agent”).


 


IT IS AGREED as follows:


 


1.                                 DEFINITIONS AND INTERPRETATION


 


1.1                           Definitions


 


In this Agreement:


 


“Amended Agreement”
means the Original Facility Agreement, as amended by this Agreement.


 


“Amendment Fee”
means a fee of 0.25 per cent. flat on the aggregate Extended Facility Amount.


 


“Effective Date” means the date that the
Borrower reduces the Total Commitments from U.S.$500,000,000 to
U.S.$150,000,000.


 


“Extended
Facility Amount” means the amount equal to U.S.$150,000,000 on the
Effective Date.


 


“Original Facility
Agreement” means the U.S.$500,000,000 bridge facility agreement
dated 12 October 2007 between the Company, the Borrower, the Original
Guarantors, the Agent, the Arrangers named in it and the Existing Lenders.


 


“Party” means a
party to this Agreement.


 


1

















 


1.2                           Incorporation
of defined terms


 


(a)                            Unless
a contrary indication appears, terms defined in the Original Facility Agreement
have the same meaning in this Agreement.


 


(b)                           The
principles of construction set out in the Original Facility Agreement shall
have effect as if set out in this Agreement.


 


1.3                           Clauses


 


In this Agreement any reference to a “Clause” or a “Schedule”
is, unless the context otherwise requires, a reference to a Clause or Schedule
to this Agreement.


 


1.4                           Third
Party Rights


 


A person who is not a Party has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Agreement.


 


1.5                           Designation


 


In accordance with the Original Facility Agreement, each of
the Company and the Agent designate this Agreement as a Finance Document.


 


2.                                 CONDITIONS PRECEDENT


 


The provisions of Clause 4 (Amendment)
shall be effective only if, on or prior to the Effective Date, or such other
date as the Company and the Agent may agree, the Agent has received all the
documents and other evidence listed in SCHEDULE 3 (Conditions precedent) in form and substance satisfactory to
the Agent (acting reasonably). The Agent shall notify the Company and the New
Lenders promptly upon being so satisfied.


 


3.                                 REPRESENTATIONS


 


Each Obligor makes the Repeating Representations by
reference to the facts and circumstances then existing:


 


(a)                                   on
the date of this Agreement; and


 


(b)                                  on
the Effective Date,


 


but as if references in Clause 18 (Representations) of the Original Facility
Agreement to “the Finance Documents” were instead to this Agreement and, on the
Effective Date, to this Agreement and the Amended Agreement.


 


4.                                 AMENDMENT


 


4.1                           Amendment


 


Subject to Clause 2 (Conditions Precedent)
with effect from the Effective Date the Original Facility Agreement shall be
amended as set out in SCHEDULE 4(Amendments
to Original Facility Agreement).


 


2

















 


4.2                           Continuing
obligations


 


The provisions of the Original Facility Agreement and the
other Finance Documents (including, without limitation, the guarantee and
indemnity of each Original Guarantor) shall, save as amended by this Agreement,
continue in full force and effect.


 


4.3                           Guarantees


 


With respect to the guarantee granted by any Original
Guarantor incorporated in Italy pursuant to the Original Facility Agreement,
and without prejudice to the continuing validity and effectiveness of any such
guarantee, the Parties acknowledge that any amendment made under this Agreement
shall not result under Italian law in a novazione
of (or have an effetto novativo
on) the Original Facility Agreement.


 


5.                                 TRANSFER


 


5.1                           Definitions


 


For the purposes of this Clause 5 only;


 


(a)                                   “Existing Lender” shall mean Bayerische Hypo- und Vereinsbank
AG, New York Branch (part of UniCredit Markets and Investment Banking) in its
capacity as Lender; and


 


(b)                                  “Existing Underwriter” shall mean Bayerische Hypo- und
Vereinsbank AG, New York Branch (part of UniCredit Markets and Investment
Banking) in its capacity as Underwriter;


 


(c)                                   “New Lender” shall mean Unicredito Italiano S.p.A.-New York
branch in its capacity as Lender; and


 


(d)                                  “New Underwriter” shall mean Unicredito Italiano S.p.A. – New
York Branch in its capacity as Underwriter.


 


5.2                           Transfer
Certificate


 


The Parties agree and acknowledge that this Agreement is, inter alia, a Transfer Certificate for the
purposes of the Original Facility Agreement.


 


5.3                           Company’s
confirmation


 


Pursuant to sub-paragraph 23.2.1 of clause 23.2 (Conditions of assignment or transfer) of
the Original Facility Agreement, the Company consents to and the Borrower is
hereby notified of the transfer of:


 


(a)                                   the
Commitments rights and obligations of the Existing Lender to the New Lender;
and


 


(b)                                  the
rights and obligations of the Existing Underwriter to the New Underwriter,


 


on the terms and as
described in this Agreement.


 


5.4                           Procedure
for transfer


 


Pursuant to clause 23.5 (Procedure
for transfer) of the Original Facility Agreement:


 


(a)                                The
Existing Lender and the New Lender agree to the Existing Lender transferring to
the New Lender by novation all or part of the Existing Lender’s Commitment,
rights and obligations referred to in SCHEDULE 2 (Commitments/rights
and obligations to be


 


3

















 


transferred)
in accordance with clause 23.5 (Procedure
for transfer) of the Original Facility Agreement.


 


(b)                               The
Existing Underwriter and the New Underwriter agree to the Existing Underwriter
transferring to the New Underwriter by novation all or part of the Existing
Underwriter’s rights and obligations under the Original Facility Agreement in
accordance with clause 23.5 (Procedure for
transfer) of the Original Facility Agreement mutatis
mutandis and as if references in those clauses to “Existing Lender”
and “New Lender” are references to the Existing Underwriter and New
Underwriter, respectively.


 


(c)                                The
proposed Transfer Date is the Effective Date and the transfers described in
paragraphs (a) and (b) of this Clause 5.4 (Procedure for transfer) shall take effect immediately prior
to the amendments described in Clause 4 (Amendment)
above.


 


(d)                               The
Facility Office and address, fax number and attention details for notices of
the New Lender and the New Underwriter for the purposes of Clause 31.2 (Addresses) of the Original Facility
Agreement are set out in SCHEDULE 2 (Commitments/rights and
obligations to be transferred).


 


5.5                           New
Lender’s acknowledgment and confirmation


 


(a)                            The
New Lender expressly acknowledges the limitations on the Existing Lender’s
obligations set out in paragraphs 23.4.1 to 23.4.3 of Clause 23.4 (Limitation of Responsibility of Existing Lenders) of the
Original Facility Agreement.


 


(b)                           Pursuant
to sub-paragraph 12.2.9 of Clause 12.2 (Tax
gross-up) of the Original Facility Agreement, the New Lender
confirms that it is a Qualifying Lender on the date that it becomes a Lender.


 


5.6                           New
Underwriter’s acknowledgment and confirmation


 


The New Underwriter
expressly acknowledges the limitations on the Existing Underwriter’s
obligations set out in paragraphs 23.4.1 to 23.4.3 of Clause 23.4 (Limitation of Responsibility of Existing Lenders) of the
Original Facility Agreement mutatis mutandis and
as if references in those clauses to “Existing Lender” and “New Lender” are
references to the Existing Underwriter and New Underwriter, respectively.


 


5.7                           Agent’s
acceptance


 


This Transfer
Certificate is accepted by the Agent and the Transfer Date is confirmed as
being the Effective Date.


 


5.8                           Borrower’s
acknowledgment


 


The Borrower
acknowledges and accepts this Transfer Certificate as notice of the transfer
described in Clause 5.4 (Procedure for
transfer) above.


 


6.                                 TRANSACTION EXPENSES


 


The Borrower shall within five Business Days of demand
reimburse the Agent for the amount of all costs and expenses (including
pre-agreed legal fees) reasonably incurred by the Agent in connection with the
negotiation, preparation, printing and execution of this Agreement and any
other documents referred to in this Agreement.


 


4

















 


7.                                 FEES


 


(a)                            On
the Effective Date, the Borrower shall pay to the Agent (for the account of
each New Lender) the Amendment Fee.


 


(b)                           Without
prejudice to any other provision of this Agreement, the Amendment Fee will not
be payable if the Effective Date has not occurred on or prior to 13 July 2008.


 


8.                                 MISCELLANEOUS


 


8.1                           Incorporation
of terms


 


The provisions of Clause 31 (Notices) and Clause 39 (Enforcement)
of the Original Facility Agreement shall be incorporated into this Agreement as
if set out in full in this Agreement and as if references in those clauses to “this
Agreement” and “any Finance Document” are references to this Agreement.


 


8.2                           Counterparts


 


This Agreement may be executed in any number of
counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of this Agreement.


 


9.                                 GOVERNING LAW


 


This Agreement is governed by English law.


 


This Agreement has been entered into on the date stated at the
beginning of this Agreement.


 


5

















 


SCHEDULE 1



THE PARTIES


 


PART I



THE OBLIGORS


 


	
  Name of Borrower

  	
   

  	
  Registration number (or equivalent, if any)

  
	
  Luxottica U.S. Holdings Corp.

  	
   

  	
  Not applicable

  
	
   

  	
   

  	
   

  
	
  Name of Original Guarantor

  	
   

  	
  Registration number (or equivalent, if any)

  
	
  Luxottica Group S.p.A.

  	
   

  	
  00891030272

  
	
  Luxottica S.r.l.

  	
   

  	
  00064820251

  



 


6

















 


PART II

THE EXISTING LENDERS


 


	
  Name of Lender

  	
   

  	
  Notice
  details

  	
   

  	
  Account
  details

  
	
  Bank of America, N.A.

  	
   

  	
  On record with Agent

  	
   

  	
  On record with Agent

  
	
  Bayerische Hypo- und
  Vereinsbank AG, New York Branch (part of UniCredit Markets and Investment
  Banking)

  	
   

  	
  On record with Agent

  	
   

  	
  On record with Agent

  



 


7

















 


PART III

THE NEW LENDERS


 


	
  Name of Lender

  	
   

  	
  Notice
  details

  	
   

  	
  Account
  details

  
	
  Bank of America, N.A.

  	
   

  	
  On record with Agent

  	
   

  	
  On record with Agent

  
	
  Unicredito Italiano
  SpA - New York branch

  	
   

  	
  On record with Agent

  	
   

  	
  On record with Agent

  



 


8

















 


SCHEDULE 2


 


COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED


 


Amount of
Commitments of Bayerische Hypo- und Vereinsbank AG, New York Branch (part of
UniCredit Markets and Investment Banking) as Existing Lender to be transferred
to Unicredito Italiano S.p.A.-New York branch as New Lender


 


U.S.$ 75,000,000


 


Notice Details


 


	
  Unicredito Italiano S.p.A.-New York branch in its capacity
  as New Lender

  	
   

  	
  On record with the Agent

  
	
  Unicredito Italiano S.p.A.-New York branch in its capacity
  as New Underwriter

  	
   

  	
  On record with the Agent

  



 


9
















 


SCHEDULE 3


 


CONDITIONS
PRECEDENT


 


1.                                       Obligors


 


(a)                                  A
certificate of each Obligor certifying that its constitutional documents
previously delivered to the Agent for the purposes of the Original Facility
Agreement have not been amended and remain in full force and effect (or, if
such constitutional documents have been amended since delivery to the Agent for
the purposes of the Original Facility Agreement, a copy of such documents in
their amended form).


 


(b)                                 A
copy of a resolution of the board of directors of each Obligor:


 


(i)            approving
the terms of, and the transactions contemplated by, this Agreement and
resolving that it execute this Agreement;


 


(ii)           authorising
a specified person or persons to execute this Agreement on its behalf; and


 


(iii)          authorising
a specified person or persons, on its behalf, to sign and/or despatch all
documents and notices to be signed and/or despatched by it under or in
connection with this Agreement.


 


(c)                                  A
specimen of the signature of each person authorised by the resolution referred
to in paragraph (b) above, where not already held by the Agent.


 


(d)                                 A
certificate of an authorised signatory of the relevant Obligor certifying that
each copy document relating to it specified in this SCHEDULE 3 is correct,
complete and in full force and effect as at a date no earlier than the date of
this Agreement.


 


2.                                       Other documents and evidence


 


(a)                                  Evidence
that the Borrower has reduced the Total Commitments from U.S.$ 500,000,000  to U.S.$ 150,000,000.


 


(b)                                 A
copy of any duly executed prepayment notice as required under clause 7.7 (Voluntary prepayment of Loans) of the Original Facility
Agreement.


 


(c)                                  Evidence
that the fees, costs and expenses then due from the Borrower on or prior to the
Effective Date pursuant to Clause 6 (Transaction
expenses) and Clause 7 (Fees)
have been paid or will be paid on or prior to the Effective Date.


 


10

















 


SCHEDULE 4




AMENDMENTS TO ORIGINAL FACILITY AGREEMENT


 


1.                                       On
the cover page of the Original Facility Agreement, delete the reference to
“U.S.$500,000,000” and replace with “U.S.$150,000,000”.


 


2.                                       In
the definition of  “Net Proceeds” in
Clause 1.1 (Definitions) of the Original Facility
Agreement:


 


(i)                                     delete
paragraph (c) and replace it with the following:


 


“(c) after
deducting proper costs and reasonable expenses incurred by members of the Group
directly in connection with the US Private Placement or the other Debt Capital
Market Issuances, and deducting VAT and other taxes attributable to the US
Private Placement or the other Debt Capital Market Issuances.”; and


 


(ii)                                  delete
the the words “debt capital markets issuance” wherever they appear and replace
them with the following:


 


“ Debt Capital Market Issuance”


 


3.                                       In
Clause 1.1 (Definitions) of the Original Facility
Agreement, delete the definition of “Margin” and replace with the following:


 


“Margin” means
0.60 per cent. per annum.”


 


4.                                       In
Clause 1.1 (Definitions) of the Original Facility
Agreement, delete the definition of “Termination Date” and replace with the following:


 


“Termination Date”
means the date falling 18 months after the Effective Date.”


 


5.                                       In
Clause 1.1 (Definitions) of the Original Facility
Agreement, delete the definition of “Total Commitments” and replace with the
following:


 


“Total Commitments”
means the aggregate amount of the Commitments, being U.S.$150,000,000


 


6.                                       In
Clause 1.1 (Definitions) of the Original Facility Agreement, insert a
definition of “Debt Capital Market Issuance” as follows:


 


“ Debt Capital Market
Issuance “ means any issuance of notes or bonds by the Borrower
(which, for the avoidance of doubt, will not include any bank facilities or
bank syndicated loans).”


 


11

















 


7.                                       In
Clause 1.1 (Definitions) of the Original Facility
Agreement, insert a definition of “Effective Date” as follows:


 


“Effective Date”
means the date that the Borrower reduces the Total Commitments from
U.S.$500,000,000 to U.S.$150,000,000


 


8.                                       In
paragraph 7.4.1 and 7.4.2 of Clause 7.4 (Net Proceeds out of issue
of US Private Placement) of the Original Facility Agreement, delete
the words “debt capital markets issuance” wherever they appear and replace them
with the following:


 


“Debt Capital Market Issuance”


 


9.                                       Delete
paragraph 17.10.1(i) of  Clause
17.10 (Limitations) of the Original Facility
Agreement and replace with the following:


 


“the obligations of Luxottica Group S.p.A. as Guarantor
shall at no time require Luxottica Group S.p.A. to pay any amount which exceeds an amount equal to 150 per cent. of the
Total Commitments;  and”


 


10.                                 Delete
paragraph 17.10.1(ii) of  Clause
17.10 (Limitations) of the Original Facility
Agreement and replace with the following:


 


“the obligations of Luxottica S.r.l. shall at no time
require Luxottica S.r.l. to pay any amount which exceeds  an amount equal to 150 per cent. of the Total
Commitments;”


 


11.                                 In
line 3 of paragraph 35.3.4 of Clause 35.3 (Replacement of a Lender)
of the Original Facility Agreement, delete the words “paragraph Error!
Reference source not found. of Clause Error! Reference source not found. (Extension of Termination Date) or”


 


12.                                 Delete
the table in Part 2 (the Lenders) of
Schedule 1 (The Parties) of the Original Facility
Agreement and replace it with the table below:


 


	
  Name of Lender

  	
   

  	
  Commitment

  (in U.S.$)

  	
   

  
	
  Bank of
  America, N.A.

  	
   

  	
  75,000,000

  	
   

  
	
  Unicredito Italiano SpA – New York branch

  	
   

  	
  75,000,000

  	
   

  
	
  Total

  	
   

  	
  U.S.$150,000,000

  	
   

  



 


13.                           In
Schedules 3 (Requests), 5 (Form of Transfer Certificate), 6 (Form of
Compliance Certificate) and 12 (Additional Guarantors)
of the Original Facility Agreement, delete all references to “U.S.$500,000,000”
and replace with “U.S.$150,000,000”.


 


12

















 


SIGNATURES


 


	
  The Company

  
	
   

  
	
  LUXOTTICA GROUP S.p.A.

  
	
   

  
	
  /s/ 

  	
  ENRICO CAVATORTA

  	
   

  
	
  By:

  	
  ENRICO CAVATORTA

  	
   

  



 


 


	
  The Borrower

  
	
   

  
	
  LUXOTTICA U.S. HOLDINGS CORP.

  
	
   

  
	
  /s/ 

  	
  ENRICO CAVATORTA

  	
   

  
	
  By:

  	
  ENRICO CAVATORTA

  	
   

  



 


 


	
  The Original
  Guarantors

  
	
   

  
	
  LUXOTTICA GROUP S.p.A.

  
	
   

  
	
  /s/ 

  	
  ENRICO CAVATORTA

  	
   

  
	
  By:

  	
  ENRICO CAVATORTA

  	
   

  



 


 


	
  LUXOTTICA S.r.l.

  
	
   

  
	
  /s/ 

  	
  ENRICO CAVATORTA

  	
   

  
	
  By:

  	
  ENRICO CAVATORTA

  	
   

  



 


 


	
  The Arrangers

  
	
   

  
	
  BANC OF AMERICA SECURITIES LIMITED

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


13

















 


	
  BAYERISCHE HYPO- UND VEREINSBANK AG, MILAN BRANCH
  (PART OF UNICREDIT MARKETS AND INVESTMENT BANKING)

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


 


	
  The Existing Underwriters

  
	
   

  
	
  BANK OF AMERICA, N.A.

  
	
   

  
	
  /s/ 

  	
  GIULIANA PORTA

  	
   

  
	
  By:

  	
  GIULIANA PORTA

  	
   

  



 


 


	
  BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
  (PART OF UNICREDIT MARKETS AND INVESTMENT BANKING)

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


 


	
  The New Underwriters

  
	
   

  
	
  BANK OF AMERICA, N.A.

  
	
   

  
	
  /s/  

  	
  GIULIANA PORTA

  	
   

  
	
  By:

  	
  GIULIANA PORTA

  	
   

  



 


 


	
  UNICREDITO ITALIANO SPA - NEW YORK BRANCH

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


14

















 


	
  The Existing Lenders

  
	
   

  
	
  BANK OF AMERICA, N.A.

  
	
   

  
	
  /s/ 

  	
  GIULIANA PORTA

  	
   

  
	
  By:

  	
  GIULIANA PORTA

  	
   

  



 


 


	
  BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
  PART OF UNICREDIT MARKETS AND INVESTMENT BANKING)

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


 


	
  The New Lenders

  
	
   

  
	
  BANK OF AMERICA, N.A.

  
	
   

  
	
  /s/ 

  	
  GIULIANA PORTA

  	
   

  
	
  By:

  	
  GIULIANA PORTA

  	
   

  



 


 


	
  UNICREDITO ITALIANO SPA - NEW YORK BRANCH

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


 


	
  The Agent

  
	
   

  
	
  BANC OF AMERICA SECURITIES LIMITED

  
	
   

  
	
  /s/ 

  	
  STEFANO DONZELLI

  	
   

  
	
  By:

  	
  STEFANO DONZELLI

  	
   

  



 


15