OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SUNGLASS HUT INTERNATIONAL, INC. AT $11.50 NET PER SHARE BY SHADE ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF LUXOTTICA GROUP S.P.A.Merger Agreement • March 5th, 2001 • Luxottica Group Spa • Ophthalmic goods
AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • March 29th, 2006 • Luxottica Group Spa • Ophthalmic goods • New York
WHEREAS, the Issuer has established an American Depositary Receipt facility to provide for the deposit of the Shares and the creation of American Depositary Shares representing the Shares so deposited pursuant to the Deposit Agreement, dated as of January 22, 1990, as amended and restated as of July 9, 1992, as amended and restated as of March 27, 1998, as further amended and restated as of June 23, 2000, and as further amended and restated as of July 16, 2001, in relation to the American Depositary Receipt program (the "Prior Deposit Agreement"), by and among the Issuer, The Bank of New York ("Bony"), as Depositary, and all owners and holders from time to time of American depositary receipts issued thereunder;
------------------------------------------------------------------------------- - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------Schedule 13d • March 5th, 2001 • Luxottica Group Spa • Ophthalmic goods
AMENDED AND RESTATED AGENCY AGREEMENT DATED 9 MAY 2014 Luxottica Group S.p.A. (incorporated with limited liability in the Republic of Italy) EURO MEDIUM TERM NOTE PROGRAMME unconditionally and irrevocably guaranteed by Luxottica U.S. Holdings Corp. (a...Agency Agreement • April 24th, 2015 • Luxottica Group Spa • Ophthalmic goods • England
BETWEENMerger Agreement • March 5th, 2001 • Luxottica Group Spa • Ophthalmic goods • Delaware
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York
THIS SUBSIDIARY GUARANTEE, dated as of December 15, 2011 (the “Subsidiary Guarantee”) and granted by the companies listed on Annex A hereto, together with each other Person which from time to time executes and delivers an instrument of accession substantially in the form attached hereto as Annex B (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$350,000,000 aggregate principal amount of 4.35% Series I Senior Guaranteed Notes due 2021 (the “Notes”) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”), issued pursuant to the Note Purchase Agreement, dated December 15, 2011 (herein, as the sam
TRUST DEED DATED 19 MARCH 2012 LUXOTTICA GROUP S.p.A. (as Issuer) and LUXOTTICA U.S. HOLDINGS CORP. (as an Original Guarantor) and LUXOTTICA S.r.l. (as an Original Guarantor) and BNP PARIBAS TRUST CORPORATION UK LIMITED (as Trustee) constitutingTrust Deed • April 12th, 2012 • Luxottica Group Spa • Ophthalmic goods
PARENT GUARANTEEParent Guarantee • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York
THIS PARENT GUARANTEE, dated as of December 15, 2011 (the “Parent Guarantee”) and granted by Luxottica Group S.p.A. (the “Parent”) to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$350,000,000 aggregate principal amount of 4.35% Series I Senior Guaranteed Notes due 2021 (the “Notes”) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”), issued pursuant to the Note Purchase Agreement, dated December 15, 2011 (herein, as the same may be supplemented or amended from time to time, called the “Note Purchase Agreement”) between the Company, the Parent and the Noteholders. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned thereto i
SUBSCRIPTION AGREEMENT DATED 15 MARCH 2012 LUXOTTICA GROUP S.p.A. €500,000,000 3.625 per cent. Guaranteed Notes due 2019 unconditionally and irrevocably guaranteed by LUXOTTICA U.S. HOLDINGS CORP. and LUXOTTICA S.r.l. ItalySubscription Agreement • April 12th, 2012 • Luxottica Group Spa • Ophthalmic goods
PAYING AGENCY AGREEMENT DATED 19 MARCH 2012 LUXOTTICA GROUP S.p.A. unconditionally and irrevocably guaranteed by LUXOTTICA U.S. HOLDINGS CORP. and LUXOTTICA S.r.l. ItalyPaying Agency Agreement • April 12th, 2012 • Luxottica Group Spa • Ophthalmic goods
€1,130,000,000 AND US$325,000,000 FACILITIES AGREEMENT Dated 3 June 2004 for LUXOTTICA GROUP S.p.A. AND LUXOTTICA U.S. HOLDINGS CORP. arranged by ABN AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BANCA INTESA S.p.A., CALYON S.A., SUCCURSALE DI...Facilities Agreement • June 28th, 2006 • Luxottica Group Spa • Ophthalmic goods
AMENDED AND RESTATED PROGRAMME AGREEMENT DATED 9 MAY 2014 LUXOTTICA GROUP S.p.A. EURO MEDIUM TERM NOTE PROGRAMMEProgramme Agreement • April 24th, 2015 • Luxottica Group Spa • Ophthalmic goods • London
OPTION AGREEMENT between LUXOTTICA GROUP S.P.A. with registered office in Milano, Via Cesare Cantù 2, Italy (the “Company”) - on the one hand — (the “Beneficiary”) - on the other hand as to n. XXX OPTIONSOption Agreement • May 15th, 2009 • Luxottica Group Spa • Ophthalmic goods
Exhibit 4.2 EXECUTION COPY FORM OF PARENT GUARANTEE THIS PARENT GUARANTEE, dated as of September 3, 2003 (the "PARENT GUARANTEE") and granted by Luxottica Group S.p.A (the "PARENT") to each of the purchasers set forth on Schedule A to the Note...Parent Guarantee • September 30th, 2003 • Luxottica Group Spa • Ophthalmic goods • New York
LUXOTTICA U.S. HOLDINGS CORP. as BorrowerBridge Facility Agreement • November 8th, 2007 • Luxottica Group Spa • Ophthalmic goods
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 14th, 2004 • Luxottica Group Spa • Ophthalmic goods
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2004 (this “Amendment”), is made and entered into by and among Luxottica Group S.p.A., an Italian corporation (“Parent”), Colorado Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Cole National Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Merger Agreement (as defined below).
LUXOTTICA U.S. HOLDINGS CORP. U.S.$50,000,000 5.19% Series D Senior Guaranteed Notes due 2017 U.S.$50,000,000 5.75% Series E Senior Guaranteed Notes due 2020 U.S.$75,000,000 5.39% Series F Senior Guaranteed Notes due 2019Note Purchase Agreement • February 11th, 2010 • Luxottica Group Spa • Ophthalmic goods • New York
Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”) and Luxottica Group S.p.A., a corporation incorporated in Italy (the “Parent”), agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
R E C I T A L SConsulting, Nondisclosure and Noncompetition Agreement • March 5th, 2001 • Luxottica Group Spa • Ophthalmic goods • New York
AGREEMENT AND PLAN OF MERGER Between LUXOTTICA GROUP S.p.A. NORMA ACQUISITION CORP. and OAKLEY, INC.Merger Agreement • June 25th, 2007 • Luxottica Group Spa • Ophthalmic goods • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2007 (this “Agreement”), by and among Luxottica Group S.p.A., an Italian corporation (“Parent”), Norma Acquisition Corp., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Oakley, Inc., a Washington corporation (the “Company”).
AMENDMENT AGREEMENT Dated 10 MARCH 2006 for LUXOTTICA GROUP S.p.A. AND LUXOTTICA U.S. HOLDINGS CORP. arranged by ABN AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BANCA INTESA S.p.A., CALYON S.A., SUCCURSALE DI MILANO, CALYON NEW YORK BRANCH,...Amendment Agreement • June 28th, 2006 • Luxottica Group Spa • Ophthalmic goods
Dated 11 November 2009Term Facility Agreement • November 19th, 2009 • Luxottica Group Spa • Ophthalmic goods
Exhibit 99(d)(1) CONFIDENTIALITY AGREEMENT THIS AGREEMENT ("Agreement") is made as of January 31, 2001 by and between Sunglass Hut International, Inc., a Florida corporation ("Sunglass Hut"), and Luxottica Group S.p.A, an Italian corporation...Confidentiality Agreement • March 5th, 2001 • Luxottica Group Spa • Ophthalmic goods • Florida
LUXOTTICA U.S. HOLDINGS CORP. Port Washington, New York 11050 LUXOTTICA GROUP S.p.A. Piazzale L. Cadorna 3 Milan 20123, Italy Amendment Letter to Note Purchase Agreement dated June 30, 2008Note Purchase Agreement • April 21st, 2016 • Luxottica Group Spa • Ophthalmic goods • New York
Luxottica U.S. Holdings Corp., a Delaware corporation (the “Company”), has issued its U.S.$128,000,000 6.77% Series C Senior Guaranteed Notes due July 1, 2018 (the “Notes”) under the Note Purchase Agreement, dated June 30, 2008 (the “Note Purchase Agreement”), which are guaranteed by Luxottica Group S.p.A., an Italian corporation (the “Parent”), and Luxottica S.r.l., an Italian corporation (the “Initial Subsidiary Guarantor”). The Company proposes to amend the Note Purchase Agreement and has solicited consents from the holders of the Notes pursuant to a Consent Solicitation Statement dated March 29, 2016 (the “Consent Solicitation Statement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement and the Consent Solicitation Statement.
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 25th, 2007 • Luxottica Group Spa • Ophthalmic goods • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of June 20, 2007, by and among Luxottica Group S.p.A., a company organized under the laws of the Republic of Italy (“Parent”), Norma Acquisition Corp., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Oakley, Inc. a Washington corporation (the “Company”), and Jim Jannard (“Shareholder”).
AGREEMENT AND PLAN OF MERGER Between LUXOTTICA GROUP S.p.A. COLORADO ACQUISITION CORP. and COLE NATIONAL CORPORATION Dated as of January 23, 2004Merger Agreement • January 30th, 2004 • Luxottica Group Spa • Ophthalmic goods • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2004, by and among Luxottica Group S.p.A., an Italian corporation ("Parent"), Colorado Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub"), and Cole National Corporation, a Delaware corporation (the "Company").
EXECUTION COPY SUBSIDIARY GUARANTEE THIS SUBSIDIARY GUARANTEE, dated as of September 3, 2003 (the "SUBSIDIARY GUARANTEE") and granted by the companies listed on Annex A hereto, together with each other Person which from time to time executes and...Subsidiary Guarantee • September 30th, 2003 • Luxottica Group Spa • Ophthalmic goods • New York
SUBSCRIPTION AGREEMENT DATED 6 FEBRUARY 2014 LUXOTTICA GROUP S.p.A. Issue of €500,000,000 2.625 per cent. Fixed Rate Notes due 10 February 2024 unconditionally and irrevocably guaranteed by Luxottica U.S. Holdings Corp. and Luxottica S.r.l. under the...Subscription Agreement • March 6th, 2014 • Luxottica Group Spa • Ophthalmic goods
Dated December 15, 2011 NOTE PURCHASE AGREEMENT LUXOTTICA U.S. HOLDINGS CORP. U.S.$350,000,000 4.35% Series I Senior Guaranteed Notes due 2021Note Purchase Agreement • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York
Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”) and Luxottica Group S.p.A., a corporation incorporated in Italy (the “Parent”), agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 21st, 2016 • Luxottica Group Spa • Ophthalmic goods • New York
This Amendment to Note Purchase Agreement, dated as of April 14, 2016 (this “Amendment”), is entered into by and among Luxottica U.S. Holdings Corp. (the “Company”), Luxottica Group S.p.A. (the “Parent”) and the Holders (defined herein) and amends the Note Purchase Agreement, dated January 29, 2010 (the “Note Purchase Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement.
AMENDMENT AND RESTATEMENT AGREEMENT Dated 5 March 2014 for LUXOTTICA GROUP S.P.A. and LUXOTTICA U.S. HOLDINGS CORP. as Borrowers arranged by BANCO SANTANDER S.A., BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, CITIGROUP GLOBAL MARKETS LIMITED,...Multicurrency Revolving Facility Agreement • March 14th, 2014 • Luxottica Group Spa • Ophthalmic goods
EXHIBIT 4.17 ENGLISH SUMMARY CREDIT AGREEMENT, DATED AS OF DECEMBER 11, 2002, BETWEEN LUXOTTICA GROUP S.p.A. AND BANCA INTESA S.p.A. (AS ARRANGER FOR OTHER FINANCIAL INSTITUTIONS) (THE "AGREEMENT"). TERMS & CONDITIONS FOR MEDIUM TERM FINANCING...Credit Agreement • June 30th, 2003 • Luxottica Group Spa • Ophthalmic goods
LUXOTTICA U.S. HOLDINGS CORP. Port Washington, New York 11050 LUXOTTICA GROUP S.p.A. Piazzale L. Cadorna 3 Milan 20123, Italy Amendment Letter to Note Purchase Agreement dated December 15, 2011Note Purchase Agreement • April 21st, 2016 • Luxottica Group Spa • Ophthalmic goods • New York
Luxottica U.S. Holdings Corp., a Delaware corporation (the “Company”), has issued its U.S.$350,000,000 4.35% Series I Senior Guaranteed Notes due 2021 (the “Notes”) under the Note Purchase Agreement, dated December 15, 2011 (the “Note Purchase Agreement”), which are guaranteed by Luxottica Group S.p.A., an Italian corporation (the “Parent”), and Luxottica S.r.l., an Italian corporation (the “Initial Subsidiary Guarantor”). The Company proposes to amend the Note Purchase Agreement and has solicited consents from the holders of the Notes pursuant to a Consent Solicitation Statement dated March 29, 2016 (the “Consent Solicitation Statement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement and the Consent Solicitation Statement.
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)...Amendment and Transfer Agreement • June 26th, 2008 • Luxottica Group Spa • Ophthalmic goods • New York
AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 21st, 2016 • Luxottica Group Spa • Ophthalmic goods • New York
This Amendment to Note Purchase Agreement, dated as of April 14, 2016 (this “Amendment”), is entered into by and among Luxottica Group S.p.A. (the “Company”) and the Holders (defined herein) and amends the Note Purchase Agreement, dated as of September 30, 2010 (the “Note Purchase Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement.
ContractRevolving Credit Agreement • June 26th, 2008 • Luxottica Group Spa • Ophthalmic goods
Euro 250,000,000.00 revolving credit agreement (the Credit Agreement) entered into on 29 May 2008 in Lugano (Switzerland) by and between Luxottica Group S.p.A., as borrower, Luxottica US Holdings Corporation, as guarantor, Intesa Sanpaolo S.p.A., as facility agent and lender, Banca Popolare di Vicenza S.c.p.A., as lender, and Banca Antonveneta S.p.A., as lender.
