LUXOTTICA U.S. HOLDINGS CORP. U.S.$50,000,000 5.19% Series D Senior Guaranteed Notes due 2017 U.S.$50,000,000 5.75% Series E Senior Guaranteed Notes due 2020 U.S.$75,000,000 5.39% Series F Senior Guaranteed Notes due 2019

Exhibit 4.22

Execution copy

LUXOTTICA U.S. HOLDINGS CORP.

U.S.$50,000,000

5.19% Series D Senior Guaranteed Notes due 2017

U.S.$50,000,000

5.75% Series E Senior Guaranteed Notes due 2020

U.S.$75,000,000

5.39% Series F Senior Guaranteed Notes due 2019

NOTE PURCHASE AGREEMENT

Dated January 29, 2010

TABLE OF CONTENTS

1	AUTHORIZATION OF NOTES; GUARANTEES		1
2	SALE AND PURCHASE OF NOTES		2
3	CLOSING		2
4	CONDITIONS TO CLOSING		3
4.1		Representations and Warranties	3
4.2		Performance; No Default	3
4.3		Compliance Certificates	3
4.4		Opinions of Counsel	4
4.5		Purchase Permitted By Applicable Law, etc.	4
4.6		Sale of Other Notes	4
4.7		Payment of Special Counsel Fees	4
4.8		Private Placement Number	5
4.9		Changes in Corporate Structure	5
4.10		Acceptance of Appointment to Receive Service of Process	5
4.11		Funding Instructions	5
4.12		Proceedings and Documents	5
4.13		Parent Guarantee	5
4.14		Subsidiary Guarantee	5
5	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT		6
5.1		Organization; Power and Authority	6
5.2		Authorization, etc.	6
5.3		Disclosure	7
5.4		Organization and Ownership of Shares of Subsidiaries	7
5.5		Financial Statements	8
5.6		Compliance with Laws, Other Instruments, etc.	8
5.7		Governmental Authorizations, etc.	8

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5.8		Litigation; Observance of Statutes and Orders	8
5.9		Taxes	9
5.10		Title to Property; Leases	9
5.11		Licenses, Permits, etc.	9
5.12		Compliance with ERISA	10
5.13		Private Offering by the Company	10
5.14		Use of Proceeds; Margin Regulations	11
5.15		Existing Indebtedness	11
5.16		Foreign Assets Control Regulations, etc.	11
5.17		Status under Certain Statutes	12
5.18		Environmental Matters	12
5.19		Ranking of Obligations	12
5.20		Solvency	13
5.21		Corporate Benefit	13
6	REPRESENTATIONS OF THE PURCHASER		13
6.1		Purchase for Investment	13
6.2		Source of Funds	13
7	INFORMATION AS TO THE PARENT AND THE COMPANY		15
7.1		Financial and Business Information	15
7.2		Officer’s Certificate	18
7.3		Visitation	19
8	PREPAYMENT OF THE NOTES		20
8.1		Payment at Maturity	20
8.2		Optional Prepayments with Make-Whole Amount	20
8.3		Optional Prepayment for Taxes	21
8.4		Allocation of Partial Prepayments	21
8.5		Maturity; Surrender, etc.	21
8.6		Purchase of Notes	22
8.7		Make-Whole Amount and Modified Make-Whole Amount	22

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8.8		Change of Control Prepayment Offer	24
9	AFFIRMATIVE COVENANTS		24
9.1		Compliance with Law	24
9.2		Insurance	25
9.3		Maintenance of Properties	25
9.4		Payment of Taxes	25
9.5		Corporate Existence, etc.	25
9.6		Priority of Obligations	26
10	NEGATIVE COVENANTS		26
10.1		Transactions with Affiliates	26
10.2		Merger, Consolidation, etc.	26
10.3		Terrorism Sanctions Regulations	28
10.4		Liens	28
10.5		Priority Debt	31
10.6		Sale of Assets	31
10.7		Financial Condition	31
10.8		Segregation of Assets under the Italian Civil Code	32
10.9		Disapplication of IAS 39 in Covenant Calculations	32
10.10		Change of Business	32
11	EVENTS OF DEFAULT		32
12	REMEDIES ON DEFAULT, ETC.		34
12.1		Acceleration	34
12.2		Other Remedies	35
12.3		Rescission	35
12.4		Waivers or Election of Remedies, Expenses, etc.	35
13	TAX INDEMNIFICATION		36
14	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES		39
14.1		Registration of Notes	39

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14.2		Transfer and Exchange of Notes	39
14.3		Replacement of Notes	40
15	PAYMENTS ON NOTES		40
15.1		Place of Payment	40
15.2		Home Office Payment	41
16	EXPENSES, ETC.		41
16.1		Transaction Expenses	41
16.2		Certain Taxes	42
16.3		Survival	42
17	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		42
18	AMENDMENT AND WAIVER		42
18.1		Requirements	42
18.2		Solicitation of Holders of Notes	43
18.3		Binding Effect, etc.	43
18.4		Notes held by Company, etc.	44
19	NOTICES; ENGLISH LANGUAGE		44
20	REPRODUCTION OF DOCUMENTS		45
21	CONFIDENTIAL INFORMATION		45
22	SUBSTITUTION OF PURCHASER		46
23	MISCELLANEOUS		46
23.1		Successors and Assigns	46
23.2		Payments Due on Non-Business Days	46
23.3		Severability	47
23.4		Construction	47
23.5		Counterparts	47
23.6		Governing Law	47

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23.7	Jurisdiction and Process	47
23.8	Obligation to Make Payments in Dollars	48
23.9	Additional Subsidiary Guarantors	49

SCHEDULE A	—	Information Relating to Purchasers
SCHEDULE B	—	Defined Terms
SCHEDULE 4.9	—	Changes in Corporate Structure
SCHEDULE 5.3	—	Disclosure Materials
SCHEDULE 5.4	—	Subsidiaries of the Parent and Ownership of Subsidiary Shares
SCHEDULE 5.5	—	Financial Statements
SCHEDULE 5.8	—	Certain Litigation
SCHEDULE 5.11	—	Licenses and Permits
SCHEDULE 5.14	—	Use of Proceeds
SCHEDULE 5.15	—	Existing Indebtedness
SCHEDULE 10.4	—	Existing Liens
EXHIBIT 1(a)(i)	—	Form of 5.19% Series D Senior Guaranteed Note due 2017
EXHIBIT 1(a)(ii)	—	Form of 5.75% Series E Senior Guaranteed Note due 2020
EXHIBIT 1(a)(iii)	—	Form of 5.39% Series F Senior Guaranteed Note due 2019
EXHIBIT 1(b)	—	Form of Parent Guarantee
EXHIBIT 1(c)	—	Form of Subsidiary Guarantee
EXHIBIT 4.4(a)	—	Form of Opinion of Special U.S. Counsel for the Company, the Parent and the Initial Subsidiary Guarantor
EXHIBIT 4.4(b)	—	Form of Opinion of Special Italian Counsel for the Company, the Parent and the Initial Subsidiary Guarantor
EXHIBIT 4.4(c)	—	Form of Opinion of Special Counsel for the Purchasers

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LUXOTTICA U.S. HOLDINGS CORP.
00 Xxxxxx Xxxx Xxxxx

Port Washington, NY 11050

LUXOTTICA GROUP S.p.A.
Via X. Xxxxx 2

Milan 20123, Italy

Note Purchase Agreement

U.S.$50,000,000

5.19% Series D Senior Guaranteed Notes due 2017

U.S.$50,000,000

5.75% Series E Senior Guaranteed Notes due 2020

U.S.$75,000,000

5.39% Series F Senior Guaranteed Notes due 2019

January 29, 2010

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

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

1 AUTHORIZATION OF NOTES; GUARANTEES.

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

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may be approved by the Purchasers and the Company.  Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

(b) The payment of the principal of, interest on, and Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by the Parent pursuant to the guarantee provided in the Parent Guarantee (the “Parent Guarantee”) substantially in the form of Exhibit 1(b) hereto.

(c) The payment of the principal of, interest on, and Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by the Initial Subsidiary Guarantor and any Additional Subsidiary Guarantor, pursuant to the Subsidiary Guarantee (the “Subsidiary Guarantee” and, together with this Agreement and the Parent Guarantee, the “Agreements”) substantially in the form of Exhibit 1(c) hereto.

2 SALE AND PURCHASE OF NOTES.

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

3 CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX, at 10:00 a.m., New York time, at a closing (the “Closing”) on January 29, 2010.  At the Closing, the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 4426-452856, account name Luxottica US Holdings Corp at Bank of America, 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX, XXX# 000000000.  If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

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4 CONDITIONS TO CLOSING.

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

4.1 Representations and Warranties.

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

4.2 Performance; No Default.

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

4.3 Compliance Certificates.

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

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

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

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

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

4.4 Opinions of Counsel.

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

4.5 Purchase Permitted By Applicable Law, etc.

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

4.6 Sale of Other Notes.

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

4.7 Payment of Special Counsel Fees.

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

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4.8 Private Placement Number.

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

4.9 Changes in Corporate Structure.

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

4.10 Acceptance of Appointment to Receive Service of Process.

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

4.11 Funding Instructions.

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

4.12 Proceedings and Documents.

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

4.13 Parent Guarantee.

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

4.14 Subsidiary Guarantee.

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

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

5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT.

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

5.1 Organization; Power and Authority.

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

5.2 Authorization, etc.

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

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5.3 Disclosure.

Except as disclosed in Schedule 5.3, this Agreement, the Parent Guarantee, the Subsidiary Guarantee, the documents, certificates or other writings identified in Schedule 5.3, as of their respective dates, and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.  Except as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5, since September 30, 2009, there has been no change in the financial condition, operations, business or properties of the Company, the Parent or any Subsidiary except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

5.4 Organization and Ownership of Shares of Subsidiaries.

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

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

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

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

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5.5 Financial Statements.

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

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company, the Parent and the Initial Subsidiary Guarantor of this Agreement, the Notes, the Parent Guarantee and the Subsidiary Guarantee, as applicable, will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Parent or any Subsidiary is bound or by which the Parent or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Parent or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent or any Subsidiary.

5.7 Governmental Authorizations, etc.

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

5.8 Litigation; Observance of Statutes and Orders.

(a) Except as disclosed in Schedule 5.8, as of the date of this Agreement, there are no actions, suits or proceedings pending or, to the knowledge of the Company or the Parent, threatened against or affecting the

8

Parent or any Subsidiary or any property of the Parent or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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

5.9 Taxes.

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

5.10 Title to Property; Leases.

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

5.11 Licenses, Permits, etc.

Except as disclosed in Schedule 5.11, the Parent and each of its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

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5.12 Compliance with ERISA.

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

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

(c) The expected postretirement benefit obligation (determined as of the last day of the Parent’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Parent and its Subsidiaries is not Material.

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

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

5.13 Private Offering by the Company.

Neither the Company, the Parent nor anyone acting on their behalf has offered the Notes, the Parent Guarantee or the Subsidiary Guarantee or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers, each of which has been offered the Note, the Parent Guarantee and the

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Subsidiary Guarantee at a private sale for investment.  Neither the Company, the Parent nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14 Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.14.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company or the Parent in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries, or the consolidated assets of the Parent and its Subsidiaries, and neither the Company nor the Parent have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15 Existing Indebtedness.

Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness for borrowed money of the Parent and its Subsidiaries as of September 30, 2009, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent or its Subsidiaries.  Neither the Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Parent or any Subsidiary the outstanding principal amount of which exceeds U.S.$10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

5.16 Foreign Assets Control Regulations, etc.

(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the United States Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

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

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

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Parent and the Company.

5.17 Status under Certain Statutes.

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

5.18 Environmental Matters.

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

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

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

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

5.19 Ranking of Obligations.

The Company’s payment obligations under this Agreement and the Notes will, upon issuance of the Notes, rank in right of payment at least pari passu, without

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

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

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

5.20 Solvency.

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

5.21 Corporate Benefit.

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

6 REPRESENTATIONS OF THE PURCHASER.

6.1 Purchase for Investment.

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

6.2 Source of Funds.

Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be

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used by such Purchaser to pay the purchase price of the Notes to be purchased by it hereunder:

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

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

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

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

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

(f) the Source is a governmental plan; or

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

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

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

7 INFORMATION AS TO THE PARENT AND THE COMPANY.

7.1 Financial and Business Information.

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

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

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

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

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as presenting fairly, in all material respects, the consolidated financial position of the Parent and its Subsidiaries being reported on and their results

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of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Current Report on Form 6-K containing such financial information and furnished to the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided further, that, subject to Section 7.1(i) below, the Parent shall be deemed to have made such delivery of such quarterly statements if it shall have timely made such quarterly statements available on its home page on the worldwide web and shall have given each holder of Notes prior notice of such availability by email on each such occasion on which such statements are made available at the email address set forth for such holder on Schedule A or such other email address as such holder shall have provided in writing to the Parent or the Company for such purpose (such availability and such prior notice being referred to as “Electronic Delivery”); provided that each holder of the Notes may at any time request the Parent to deliver to such holder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(a), and the Parent shall comply with any such request within 10 Business Days;

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

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

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

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent chartered accountants of international standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and their consolidated results of operation and cash flows for the period covered thereby and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with general accepted accounting principles and that such audit provides a reasonable basis for such opinion in the circumstances; provided that the delivery within the time period specified above of the Parent’s Annual Report on Form 20-F for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefore and filed with the SEC, together with the accountant’s opinion described above, shall be deemed to satisfy the requirements of this Section 7.1(b); provided further, that, subject to Section 7.1(i) below, the Parent shall be deemed to have made such delivery of such annual statements if it shall have timely made Electronic Delivery thereof; provided that each holder of the Notes may at any time request the Parent to deliver to such holder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(b), and the Parent shall comply with any such request within 10 Business Days;

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

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

(e) Notice of Default or Event of Default — promptly, and in any event within ten days after a Senior Financial Officer of the Parent becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Parent is taking or proposes to take with respect thereto;

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

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

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

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

7.2 Officer’s Certificate.

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

(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Parent was in compliance with the requirements of Sections 10.4 through 10.7 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or

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percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

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

7.3 Visitation.

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

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

(c) Neither the Company nor the Parent shall be obligated to disclose information pursuant to this Section 7.3 or pursuant to Section 7.1(h), if (i) after consultation with counsel, the Parent determines that it or any of its Subsidiaries or Affiliates, may be prohibited from disclosing such information by law or regulation (including, but not limited to, Italian Law No. 58 of 26 February 1998 and Consob Regulation No. 11971/1999), (ii) the Parent or any of its Subsidiaries, as the case may be, is prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement binding upon the Parent or such Subsidiary, as the case may be, and not entered into in contemplation of this clause (ii), (iii) constitutes attorney-work product or is

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covered by attorney-client or any other recognized privilege, or (iv) as a result of such disclosure the Parent would be required to file the same or similar information with the SEC or to otherwise publicly disclose such information under applicable law or the SEC’s rules and regulations regarding disclosure; provided that (x) in the case of subclause (ii) above, the Company and the Parent shall, and shall cause any Subsidiary to, make a good faith attempt to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and (y) in the case of subclause (iv) above, the Company and the Parent shall, and shall cause any Subsidiary to, have promptly aproached the SEC or other relevant governmental or regulatory body and requested confirmation from a senior official thereof to the effect that the Company, the Parent or any Subsidiary, as the case may be, may disclose such information to holders of the Notes without having to disclose such information publicly or otherwise be in breach of applicable law, or the rules and regulations of the SEC, and shall not have received confirmation to such effect in form and substance satisfactory to the Company or the Parent.

8 PREPAYMENT OF THE NOTES.

8.1 Payment at Maturity.

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

8.2 Optional Prepayments with Make-Whole Amount.

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

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8.3 Optional Prepayment for Taxes.

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

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

8.4 Allocation of Partial Prepayments.

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

8.5 Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable

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

8.6 Purchase of Notes.

Neither the Company nor the Parent will permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of Notes at the time outstanding upon the same terms and conditions.  Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days.  If the holders of at least 25% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer.  The Company will promptly cancel all Notes acquired by the Company, the Parent or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

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

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

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

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

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

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of the (x) Applicable Percentage plus (y) the yield to maturity implied by (i) the yields reported as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

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

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

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

8.8 Change of Control Prepayment Offer.

(a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes.  The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”).

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

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

9 AFFIRMATIVE COVENANTS.

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

9.1 Compliance with Law.

The Parent will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent

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necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2 Insurance.

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

9.3 Maintenance of Properties.

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

9.4 Payment of Taxes.

The Parent will and will cause each of its Subsidiaries to file all income tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, provided that neither the Parent nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Parent or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Parent or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate would not reasonably be expected to have a Material Adverse Effect.

9.5 Corporate Existence, etc.

Subject to Section 10.2, the Parent will and will cause the Company, its other Material Subsidiaries and any Subsidiary Guarantor at all times to preserve and keep in full force and effect its corporate existence (except such Subsidiaries that are merged or liquidated into, or consolidated or amalgamated with, the Parent or another Subsidiary), unless, in the good faith judgment of the Parent, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or

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

9.6 Priority of Obligations.

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

9.7 Bank Facility Obligors to become Additional Subsidiary Guarantors.

Within ten Business Days of the earlier of the date on which a Subsidiary agrees to become a Bank Facility Obligor or the date on which a Subsidiary becomes a Bank Facility Obligor, the Parent shall cause such Subsidiary to become an Additional Subsidiary Guarantor by executing and delivering an Instrument of Accession.   Notwithstanding Section 23.9, the accession of a Subsidiary as an Additional Subsidiary Guarantor shall only be accompanied by such certificates, opinions and other documents, mutatis mutandis, as are required to be delivered in connection with such Subsidiary becoming a Bank Facility Obligor, provided that the Indebtedness of such Subsidiary shall not be excluded from the definition of Priority Debt unless the certificates, opinions and other documents required to be delivered pursuant to Section 23.9 have been delivered to each holder of a Note.

10 NEGATIVE COVENANTS.

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

10.1 Transactions with Affiliates.

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

10.2 Merger, Consolidation, etc.

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

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

(b) in the case of the Company, (A) the Company would be the surviving corporation or (B) if the surviving corporation is not the Company then (w) such surviving corporation would be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the assumption of the obligations of the Company under this Agreement and the Notes, (y) the Parent reaffirms its obligations under the Parent Guarantee and (z) the surviving corporation assumes the obligations of the Company under this Agremeent and the Notes pursuant to documents reasonably satisfactory to the Required Holders and causes to be delivered to each holder of Notes a legal opinion from a nationally recognized law firm in the jursidiction of the surviving corporation as to the enforceability of all agreements relating to such assumption, subject to customary exceptions, assumptions and qualifications;

(c) in the case of any Subsidiary Guarantor, (A) such Subsidiary Guarantor would be the surviving corporation or (B) if the surviving corporation is not such Subsidiary Guarantor then (w) such surviving corporation would be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), Canada or a country which is a member of the European Union as at September 3, 2003 as set forth on Schedule 10.2 hereto (other than Greece and Spain), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the assumption of the obligations of such Subsidiary Guarantor under this Agreement and the Notes, and (y) the surviving corporation or limited liability company assumes the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee pursuant to documents reasonably satisfactory to the Required Holders and

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causes to be delivered to each holder of Notes a legal opinion from a nationally recognized law firm in the jursidiction of the surviving corporation or limited liability company as to the enforceability of all agreements relating to such assumption, subject to customary exceptions, assumptions and qualifications; and

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

No such conveyance, transfer or lease of substantially all of the assets of the Company, the Parent or the Initial Subsidiary Guarantor shall have the effect of releasing the Company, the Parent or the Initial Subsidiary Guarantor, as the case may be, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, the Notes, the Parent Guarantee or the Subsidiary Guarantee, as applicable.

10.3 Terrorism Sanctions Regulations.

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

10.4 Liens.

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

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

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

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

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

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

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

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

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

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

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

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

(vii) any Lien existing on the date of Closing and disclosed in writing to the purchasers of the Notes on Schedule 10.4 hereto and any Lien securing Indebtedness that refinances the Indebtedness secured by any such existing Lien so long as the principal amount of the Indebtedness secured by such Lixx xoes 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

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of such properties for the purpose of such business, including, without limitation, Liens (i) in connection with workers’ compensation, unemployment insurance, social security and other like laws; (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and performance bonds, bids, leases (other than capital leases), purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or other payment of the deferred purchase price of property; (iii) to secure the claims of mechanics, materialmen, carriers, warehousemen, vendors, repairmen, landlords, lessors and other like Persons, arising in the ordinary course of business, and (iv) in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), provided that any amounts secured by such Liens are not overdue;

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

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

(xii) any Lien securing Indebtedness or other obligations, so long as such Indebtedness or other obligations (when aggregated with all other Priority Debt outstanding as at the time of granting such Lien or entering into such transaction, as the case may be) does not exceed 20% of Consolidated Shareholders’ Equity as of the last day of the most recent fiscal period for which Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) have been provided to holders of the Notes immediately preceding the date on which any such Lien is incurred; provided, however, that, notwithstanding the foregoing, the Parent and the Company will not,

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and will not permit any Subsidiary to, grant or allow to remain in force any Liens permitted by this clause (xii) to secure Indebtedness outstanding under or pursuant to any Banking Facility or Facilities unless and until the Notes shall be concurrently secured, equally and ratably with such Indebtedness, pursuant to documentation in form and substance satisfactory to the Required Holders.

10.5 Priority Debt.

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

10.6 Sale of Assets.

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

10.7 Financial Condition.

The Parent shall ensure that:

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

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

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Consolidated Quarterly Pro Forma Financial Statements (as the case may be) of the Group in accordance with GAAP, will not be greater than 3.5 to 1.

In the event that the interest coverage covenant in the Banking Facility or Facilities comparable to Section 10.7(a) above is at any time amended or modified by the parties thereto so as to reduce the required ratio therein of EBITDA to Net Financial Charges below 5.0 to 1 in respect of any Relevant Period or Pro Forma Relevant Period, then the parties hereto agree, promptly following the written request of the Parent, to amend Section 10.7(a) hereof in order to reduce the required ratio of EBITDA to Net Financial Charges hereunder to the same level that is required under such comparable interest coverage covenant in the Banking Facility or Facilites; provided that in no event shall the ratio of EBITDA to Net Financial Charges set forth in Section 10.7(a) hereof be required by operation of this clause to be reduced below 4.0 to 1 in respect of any Relevant Period or Pro Forma Relevant Period.

10.8 Segregation of Assets under the Italian Civil Code.

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

10.9 Disapplication of IAS 39 in Covenant Calculations.

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

10.10 Change of Business.

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

11 EVENTS OF DEFAULT.

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

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

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

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

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

(e) any representation or warranty made in writing by or on behalf of the Company, the Parent or any Subsidiary Guarantor in this Agreement, the Parent Guarantee or the Subsidiary Guarantee proves to have been false or incorrect in any material respect on the date as of which made; or

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

(g) the Company, the Parent or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in insolvency or bankruptcy, for liquidation or winding-up, or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated or wound-up, or (vi) takes corporate action for the purpose of any of the foregoing; or

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

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

(j) the Parent Guarantee ceases to be in full force and effect with respect to the Parent other than in accordance with the terms thereof and the terms of this Agreement or the Parent so alleges in writing;

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

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

12 REMEDIES ON DEFAULT, ETC.

12.1 Acceleration.

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

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its

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or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

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

12.2 Other Remedies.

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

12.3 Rescission.

At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.  No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4 Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies.  No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be

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exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Section 16.1, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements and any Registration Duty.

13 TAX INDEMNIFICATION.

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

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

(a) any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Company, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax;

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(b) any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Company) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or

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

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

By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Company all such forms, certificates, documents and returns provided to such holder by the Company (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide the Company with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or

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mailed to the appropriate taxing authority (which in the case of a United Kingdom Inland Revenue Form US-Company 2002 or any similar Form shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), whichever is applicable, within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

On or before the date of the Closing the Company will furnish each Purchaser with copies of the appropriate Form (and English translation if required as aforesaid) currently required to be filed in Italy pursuant to clause (b) of the first paragraph of this Section 13, if any, and in connection with the transfer of any Note the Company will furnish the transferee of such Note with copies of any Form and English translation then required.  Such Form shall be completed by the Purchaser and filed with the relevant financial intermediary within 60 days following receipt of such Form and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

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

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

If the Company is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company would be required to pay any Additional Amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company will promptly reimburse such holder for such

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payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.

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

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

14 REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

14.1 Registration of Notes.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes.  The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register.  Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.  The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

14.2 Transfer and Exchange of Notes.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1.  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Notes shall not be transferred in denominations of less than U.S.$500,000, provided that if

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necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than U.S.$500,000.  Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

14.3 Replacement of Notes.

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

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original purchaser of a Note or another holder of a Note with a minimum net worth of at least U.S.$50,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

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

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

15 PAYMENTS ON NOTES.

15.1 Place of Payment.

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

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15.2 Home Office Payment.

So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 15.1.  Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 14.2.  The Company will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 15.2.

16 EXPENSES, ETC.

16.1 Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a single special U.S. counsel and a single special Italian counsel, to the extent special Italian counsel is appointed on behalf of the purchasers) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes, including, without limitation, any registration tax, stamp duty tax or other similar tax, duty or charges incurred in relation to this Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the fees and costs incurred in connection with the initial filing of this Agreement and all related documents and financial information

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with the SVO in an amount not to exceed $4,000, and all subsequent annual and interim filings of documents and financial information related to this Agreement with the SVO in an amount not to exceed $4,000 per annum.  The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

16.2 Certain Taxes.

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

16.3 Survival.

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

17 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

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

18 AMENDMENT AND WAIVER.

18.1 Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively),

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

18.2 Solicitation of Holders of Notes.

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

(b) Payment. Neither the Company nor the Parent will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

18.3 Binding Effect, etc.

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

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18.4 Notes held by Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company, the Parent or any of its Affiliates shall be deemed not to be outstanding.

19           NOTICES; ENGLISH LANGUAGE.

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

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

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

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

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

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

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

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

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20           REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by any Purchaser by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such Purchaser may destroy any original document so reproduced.  The Company and the Parent agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 20 shall not prohibit the Company or the Parent or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

21           CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Parent or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement, the Parent Guarantee or the Subsidiary Guarantee that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.  Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (v) any Person from which it offers to purchase any security of the Company or the Parent (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the

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NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement, the Parent Guarantee and the Subsidiary Guarantee.  Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement.  On reasonable request by the Company or the Parent in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company, the Parent and any Subsidiary Guarantor embodying the provisions of this Section 21.

22           SUBSTITUTION OF PURCHASER.

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

23           MISCELLANEOUS.

23.1 Successors and Assigns.

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

23.2 Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or Modified Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made

46

on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

23.3 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

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

23.4 Construction.

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

23.5 Counterparts.

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

23.6 Governing Law.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

23.7 Jurisdiction and Process.

The Company and the Parent represent and warrant that they are not entitled to immunity from judicial proceedings and agree that, if judicial proceedings are brought by any holder of Notes to enforce any right or remedy under this Agreement or under any Note, no immunity from such proceedings will be claimed by or on behalf of the Company and the Parent or with respect to their property.  With respect to any such suit, action or proceeding which may be brought by any holder of Notes, the

47

Company and the Parent hereby consent to submit to the jurisdiction of any state or federal court of competent jurisdiction sitting within the area comprising the Southern District of New York on the date of this Agreement and waives any objection which it may have to the venue of any such suit, action or proceeding in any such court and any claim or defense of inconvenient forum.  The Company and the Parent have delivered to each Purchaser a true and correct copy of an instrument by which the Company and the Parent have irrevocably appointed National Registered Agents, Inc., with offices at 000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any such suit, action or proceeding and by which National Registered Agents, Inc. has accepted such appointment.  The Company and the Parent will take any and all action, including the execution and filing of all such documents and instruments, as may be necessary to effect and continue the appointment of such agent in full force and effect, or if necessary by reason of any fact or condition relating to such agent, to replace such agent (but only after having given notice thereof to each holder of Notes).  The Company and the Parent agree that service of process upon such agent and written notice of such service given to the Company or the Parent shall be deemed in every respect effective service of process upon the Company or the Parent in any such suit, action or proceeding in any such court.  In making the foregoing appointment and submission to jurisdiction, the Company and the Parent expressly waive the benefit of any contrary provisions of foreign law.  Nothing in this Section 23.7 shall affect the right of any holder of Notes to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Parent in any court in which the Company and the Parent are subject to suit.

23.8 Obligation to Make Payments in Dollars.

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

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23.9 Additional Subsidiary Guarantors.

If the Company wishes, from time to time, any of its Subsidiaries to become an Additional Subsidiary Guarantor, then it shall have such Subsidiary deliver to each holder (i) an Instrument of Accession executed by such Additional Subsidiary Guarantor, (ii) one or more legal opinions from independent legal advisers reasonably acceptable to Required Holders (and for the avoidance of doubt, Winston & Xxxxxx LLP, as U.S. counsel, and Studio Legale Xxxxxxx Erede Xxxxxxxxxx, 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).

*    *    *    *    *

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

Very truly yours,

LUXOTTICA U.S. HOLDINGS CORP.

/s/ Xxxx Xxxxxxxx

By: Xxxx Xxxxxxxx

Title: Vice President and Treasurer

LUXOTTICA U.S. HOLDINGS CORP.

/s/ Xxxxxx Xxxxx

By: Xxxxxx Xxxxx

Title: Vice President of Administration & Tax

LUXOTTICA GROUP S.p.A.

/s/ Xxxx Xxxxxxxx

By: Xxxx Xxxxxxxx

Title: Special Authorized Signatory

Signtaure Page to Note Purchase Agreement

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

	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:	/s/ X. Xxxxxxx Xxxxxxx
		Vice President
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	By:	Prudential Investment Management, Inc., as investment manager
	By:		/s/ X. Xxxxxxx Xxxxxxx
			Vice President
	PRUCO LIFE INSURANCE COMPANY
	By:	/s/ X. Xxxxxxx Xxxxxxx
		Vice President
	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
	By:	/s/ X. Xxxxxxx Xxxxxxx
		Vice President

Signtaure Page to Note Purchase Agreement

	PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
	By:	Prudential Investment Management, Inc., as investment manager
		By:	/s/ X. Xxxxxxx Xxxxxxx
			Vice President
	THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
	By:	Prudential Investment Management (Japan), Inc., as Investment Manager
		By:	Prudential Investment Management, Inc., as Sub-Adviser
		By:	/s/ X. Xxxxxxx Xxxxxxx
			Vice President
	GIBRALTAR LIFE INSURANCE CO., LTD.
	By:	Prudential Investment Management (Japan), Inc., as Investment Manager
		By:	Prudential Investment Management, Inc., as Sub-Adviser
		By:	/s/ X. Xxxxxxx Xxxxxxx
			Vice President
	PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY
	By:	Prudential Investment Management, Inc., as investment manager
		By:	/s/ X. Xxxxxxx Xxxxxxx
			Vice President

Signtaure Page to Note Purchase Agreement

SCHEDULE B

DEFINED TERMS

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

“Additional Amount” is defined in Section 13.

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

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

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

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

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

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

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

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

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

(d)           permitted pursuant to Section 10.2 hereof;

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

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

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

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

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

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

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

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

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

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

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

“Closing” is defined in Section 3.

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

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

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

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

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“Confidential Information” is defined in Section 21.

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

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

“Consolidated Quarterly Financial Statements” means, with respect to the Group, the latest quarterly financial statements of the Group in respect of each of its financial quarters (other than the last quarter in each financial year).

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

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

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

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

B-3

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

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

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

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

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

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

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

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

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

“Environmental Laws” means all laws and regulations of any relevant jurisdiction which: (a) have as a purpose the protection of, and/or prevention of harm

B-4

or damage to, the Environment; (b) provide remedies or compensation for harm or damage to the Environment; or (c) relate to Hazardous Substances.

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

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

“Event of Default” is defined in Section 11.

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

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

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

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

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

“Governmental Authority” means

(a)           the government of

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

(ii)           Italy or any political subdivision thereof, or

B-5

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

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

“Governmental Plan” is defined in 6.2.

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

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

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

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

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

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

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

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

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

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

(a)           moneys borrowed;

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

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

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

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

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

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

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

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

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

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

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

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

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

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other

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title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

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

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

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

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

“Memorandum” is defined in Section 5.3.

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

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

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

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

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

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

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

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

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

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

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

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

“Notes” is defined in Section 1.

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

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

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

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

“Permitted Lien” is defined in Section 10.4.

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

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

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

“Priority Debt” means, without duplication, the aggregate of (i) all Indebtedness of the Group that is secured by a Lien permitted pursuant to Section 10.4(b)(xii) of this Agreement (and not permitted by any other sub-clause in Section 10.4), other than a Lien on the capital stock of either the Company or any Subsidiary Guarantor, and (ii) Indebtedness of any member of the Group other than the Parent, the Company or any Subsidiary that, pursuant to the Subsidiary Guarantee entered into in accordance with Section 23.9, voluntarily guarantees the Company’s obligations under this Agreement; provided, however, that for the purposes of this

B-9

definition of Priority Debt: (a) the Indebtedness of any Newly-Acquired Subsidiary shall not be included in the determination of Priority Debt (nor, for the avoidance of doubt, shall the refinancing of any such Indebtedness be included in the determination of Priority Debt, but only to the extent the aggregate principal amount of such Indebtedness is not increased as a result of such refinancing) so long as such Indebtedness was not incurred or increased in contemplation of the acquisition and is not increased other than as permitted by a revolving credit facility or other arrangement entered into by the Newly-Acquired Subsidiary that is in effect at the time of, and not entered into in contemplation of, the acquisition; and (b) Indebtedness owing to the Company, the Parent or any other Wholly-Owned Subsidiary shall not be included in the determination of Priority Debt.

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

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

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

“PTE” is defined in Section 6.2(a).

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

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

“Qualifying Shareholder” means:

(a)            Xxxxxxxx Del Xxxxxxx and/or any of his Affiliates;

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

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

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

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

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

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

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

“Required Holders” means, at any time, the holder or holders of greater than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by Company or any of its Affiliates).

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

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

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

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

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

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

“Subsidiary” means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership, joint venture or limited liability company if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its

B-11

Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent.

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

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

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

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

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

“Taxing Jurisdiction” is defined in Section 13.

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

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

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

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SCHEDULE 4.9

Changes in Corporate Structure

None

SCHEDULE 5.3

Disclosure Materials

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

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

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

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

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

SCHEDULE 5.4

Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Shares

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
1242 PRODUCTIONS INC		OAKLEY INC		TUMWATER		USD		100,000.00		100,000.00		100.00		100.00
AIR SUN		SUNGLASS HUT TRADING, LLC		XXXXX		USD		1.00		70.00		70.00		70.00
XXXXXXX OPTICS ILLUSIONS INC		LUXOTTICA U.S. HOLDINGS CORP		IRVINE-CALIFORNIA		USD		1.00		100.00		100.00		100.00
AVANT GARDE OPTICS LLC		XXXXXXX OPTICS ILLUSIONS INC		NEW YORK-NY		USD		1.00		1.00		100.00		100.00
BAZOOKA INC		OAKLEY INC		TUMWATER		USD		1.00		1,000.00		100.00		100.00
BEIJING SI MING DE TRADING CO LTD		SPV ZETA Optical Trading (Beijing) Co Ltd		BEIJING		CNR		30,000.00		30,000.00		100.00		100.00
BRIGHT EYES FRANCHISING PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		600,070.00		110.00		100.00		100.00
BRIGHT EYES LEASING PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		20.00		110.00		100.00		100.00
BRIGHT EYES RETAIL PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		110.00		110.00		100.00		100.00
BRIGHT EYES TRADE MARKS PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		200,100.00		110.00		100.00		100.00
BUDGET EYEWEAR AUSTRALIA PTY LTD		LUXOTTICA RETAIL AUSTRALIA PTY LTD		MACQUARIE PARK-NSW		AUD		341,762.00		341,762.00		100.00		100.00
BUDGET SPECS (FRANCHISING) PTY LTD		BUDGET EYEWEAR AUSTRALIA PTY LTD		MACQUARIE PARK-NSW		AUD		2.00		2.00		100.00		100.00
CENTRE PROFESSIONNEL DE VISION USSC INC		THE UNITED STATES SHOE CORPORATION		TORONTO-ONTARIO		CAD		1.00		99.00		100.00		100.00
XXXX VISION SERVICES INC		EYEMED VISION CARE LLC		DOVER-DELAWARE		USD		10.00		1,000.00		100.00		100.00
COLLEZIONE RATHSCHULER SRL		LUXOTTICA GROUP SPA		AGORDO		EUR		10,000.00		10,000.00		100.00		100.00
XXXXX XXXXXX (OPTICS) LIMITED		OPTIKA HOLDINGS LIMITED		WC1B 3ST London		GBP		2.00		2.00		100.00		100.00
XXXXX XXXXXX BRIGHTON LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX COBHAM LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX CORNHILL LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX XXXXXX END LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX IRELAND LIMITED		OPTIKA LIMITED		DUBLIN 6		EUR		100.00		100.00		100.00		100.00
XXXXX XXXXXX LOUGHTON LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX XXXXXX LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX NEWBURY LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX OXFORD LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX RICHMOND LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
XXXXX XXXXXX WIMBLEDON LIMITED		OPTIKA LIMITED		LONDON		GBP		2.00		1.00		50.00		50.00
ECOTOP PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		10,100.00		110.00		100.00		100.00

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
ENTERPRISES OF LENSCRAFTERS LLC		LUXOTTICA RETAIL NORTH AMERICA INC		XXXXXX-OHIO		USD		1,000.00		1,000.00		100.00		100.00
EYE SAFETY SYSTEMS INC		OAKLEY INC		DOVER		USD		1.00		100.00		100.00		100.00
EYEBIZ LABORATORIES PTY LIMITED		LUXOTTICA RETAIL AUSTRALIA PTY LTD		MACQUARIE PARK-NSW		AUD		5.00		5.00		100.00		100.00
EYEMED INSURANCE COMPANY		LUXOTTICA U.S. HOLDINGS CORP		PHOENIX-ARIZONA		USD		1.00		250,000.00		100.00		100.00
EYEMED VISION CARE IPA LLC		EYEMED VISION CARE LLC		NEW YORK-NEW YORK		USD		1.00		1.00		100.00		100.00
EYEMED VISION CARE LLC		LUXOTTICA RETAIL NORTH AMERICA INC		DOVER-DELAWARE		USD		1.00		1.00		100.00		100.00
EYEXAM OF CALIFORNIA INC		THE UNITED STATES SHOE CORPORATION		LOS ANGELES-CALIFORNIA		USD		10.00		1,000.00		100.00		100.00
FIRST AMERICAN ADMINISTRATORS INC		EYEMED VISION CARE LLC		PHOENIX-ARIZONA		USD		1,000.00		1,000.00		100.00		100.00
XXXX AND XXXXXX PTY LIMITED		OPSM GROUP PTY LIMITED		MACQUARIE PARK-NSW		AUD		399,219.00		798,438.00		100.00		100.00
GUANGZHOU XXXX XXXX OPTICAL TECHNOLOGY CO LTD		LUXOTTICA LEASING SRL		GUANGZHOU CITY		CNR		140,500,000.00		140,500,000.00		100.00		100.00
IACON INC		OAKLEY INC		SCOTTSDALE		USD		5,000.00		5,000.00		100.00		100.00
LAUBMAN AND PANK PTY LTD		LUXOTTICA RETAIL AUSTRALIA PTY LTD		MACQUARIE PARK-NSW		AUD		2,370,448.00		4,740,896.00		100.00		100.00
LENSCRAFTERS INTERNATIONAL INC		THE UNITED STATES SHOE CORPORATION		MARION-OHIO		USD		500.00		5.00		100.00		100.00
LRE LLC		LUXOTTICA RETAIL NORTH AMERICA INC		XXXXXX-OHIO		USD		1.00		1.00		100.00		100.00
LUXOTTICA (CHINA) INVESTMENT CO. LTD		LUXOTTICA TRADING AND FINANCE LIMITED		SHANGHAI		USD		40,000,000.00		40,000,000.00		100.00		100.00
LUXOTTICA (SHANGHAI) TRADING CO., LTD		LUXOTTICA HOLLAND BV		Shanghai		EUR		1,000,000.00		1,000,000.00		100.00		100.00
LUXOTTICA (SWITZERLAND) AG		LUXOTTICA GROUP SPA		URTENEN - SCHONBUHL		CHF		100,000.00		97.00		97.00		97.00
LUXOTTICA ARGENTINA SRL		LUXOTTICA SRL		BUENOS AIRES		ARS		700,000.00		3,000.00		0.43		75.00
LUXOTTICA ARGENTINA SRL		LUXOTTICA GROUP SPA		BUENOS AIRES		ARS		700,000.00		522,000.00		74.57		75.00
LUXOTTICA AUSTRALIA PTY LTD		OPSM GROUP PTY LIMITED		MACQUARIE PARK-NSW		AUD		1,715,000.00		1,715,000.00		100.00		100.00
LUXOTTICA BELGIUM NV		LUXOTTICA GROUP SPA		BERCHEM		EUR		62,000.00		99.00		99.00		100.00
LUXOTTICA BELGIUM NV		LUXOTTICA SRL		BERCHEM		EUR		62,000.00		1.00		1.00		100.00
LUXOTTICA CANADA INC		LUXOTTICA GROUP SPA		TORONTO-ONTARIO		CAD		200.00		200.00		100.00		100.00
LUXOTTICA CENTRAL EUROPE KFT		LUXOTTICA HOLLAND BV		BUDAPEST		HUF		53,000,000.00		53,000,000.00		100.00		100.00
LUXOTTICA DO BRASIL LTDA		LUXOTTICA GROUP SPA		SAN PAOLO		BRL		35,752,378.00		35,752,165.00		100.00		100.00
LUXOTTICA DO BRASIL LTDA		LUXOTTICA SRL		SAN PAOLO		BRL		35,752,378.00		213.00		0.00		100.00
Luxottica ExTrA Limited		LUXOTTICA TRADING AND FINANCE LIMITED		DUBLINO 2		EUR		1.00		1.00		100.00		100.00
LUXOTTICA FASHION BRILLEN VERTRIEBS GMBH		LUXOTTICA GROUP SPA		HAAR		EUR		230,081.35		230,081.00		100.00		100.00
LUXOTTICA FRANCE SAS		LUXOTTICA GROUP SPA		VALBONNE		EUR		534,000.00		500.00		100.00		100.00

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
LUXOTTICA FRANCHISING AUSTRALIA PTY LIMITED		LUXOTTICA RETAIL AUSTRALIA PTY LTD		MACQUARIE PARK-NSW		AUD		2.00		2.00		100.00		100.00
LUXOTTICA GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI		LUXOTTICA SRL		CIGLI-IZMIR		LTL		10,390,459.89		1.00		0.00		64.84
LUXOTTICA GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI		LUXOTTICA LEASING SRL		CIGLI-IZMIR		LTL		10,390,459.89		3.00		0.00		64.84
LUXOTTICA GOZLUK ENDUSTRI VE TICARET ANONIM SIRKETI		LUXOTTICA GROUP SPA		CIGLI-IZMIR		LTL		10,390,459.89		673,717,415.00		64.84		64.84
LUXOTTICA HELLAS AE		LUXOTTICA GROUP SPA		PALLINI		EUR		1,752,900.00		40,901.00		70.00		70.00
LUXOTTICA HOLLAND BV		LUXOTTICA GROUP SPA		AMSTERDAM		EUR		45,000.00		100.00		100.00		100.00
LUXOTTICA HONG KONG LTD		LUXOTTICA HOLLAND BV		HONG KONG-HONG KONG		HKD		160,000,000.00		159,999,999.00		100.00		100.00
LUXOTTICA HONG KONG LTD		LUXOTTICA SRL		HONG KONG-HONG KONG		HKD		160,000,000.00		1.00		0.00		100.00
LUXOTTICA IBERICA SA		LUXOTTICA GROUP SPA		BARCELLONA		EUR		1,382,901.00		230,100.00		100.00		100.00
LUXOTTICA INDIA EYEWEAR PRIVATE LIMITED		LUXOTTICA HOLLAND BV		GURGAON-HARYANA		RUP		500,000.00		49,999.00		100.00		100.00
LUXOTTICA INDIA EYEWEAR PRIVATE LIMITED		LUXOTTICA LEASING SRL		GURGAON-HARYANA		RUP		500,000.00		1.00		0.00		100.00
LUXOTTICA ITALIA SRL		LUXOTTICA SRL		AGORDO		EUR		5,000,000.00		5,000,000.00		100.00		100.00
LUXOTTICA KOREA LTD		LUXOTTICA GROUP SPA		SEOUL		KRW		120,000,000.00		12,000.00		100.00		100.00
LUXOTTICA LEASING SRL		LUXOTTICA GROUP SPA		AGORDO		EUR		36,000,000.00		36,000,000.00		100.00		100.00
LUXOTTICA MEXICO SA DE C.V.		LUXOTTICA GROUP SPA		CITTA’ DEL MESSICO		MXN		2,000,000.00		1,920.00		96.00		100.00
LUXOTTICA MEXICO SA DE C.V.		LUXOTTICA SRL		CITTA’ DEL MESSICO		MXN		2,000,000.00		80.00		4.00		100.00
LUXOTTICA MIDDLE EAST FZE		LUXOTTICA GROUP SPA		DUBAI		AED		1,000,000.00		1.00		100.00		100.00
LUXOTTICA NEDERLAND BV		LUXOTTICA GROUP SPA		HEEMSTEDE		EUR		453,780.22		5,100.00		51.00		51.00
LUXOTTICA NORDIC AB		LUXOTTICA GROUP SPA		STOCKHOLM		SEK		250,000.00		2,500.00		100.00		100.00
LUXOTTICA NORGE AS		LUXOTTICA GROUP SPA		KONGSBERG		NOK		100,000.00		100.00		100.00		100.00
LUXOTTICA NORTH AMERICA DISTRIBUTION LLC		AVANT GARDE OPTICS LLC		DOVER		USD		1.00		1.00		100.00		100.00
LUXOTTICA OPTICS LTD		LUXOTTICA GROUP SPA		TEL AVIV		ILS		43.50		435,000.00		100.00		100.00
LUXOTTICA POLAND SP ZOO		LUXOTTICA GROUP SPA		CRACOVIA		PLN		390,000.00		195.00		25.00		100.00
LUXOTTICA POLAND SP ZOO		LUXOTTICA HOLLAND BV		CRACOVIA		PLN		390,000.00		585.00		75.00		100.00
LUXOTTICA PORTUGAL-COMERCIO DE OPTICA SA		LUXOTTICA GROUP SPA		LISBONA		EUR		700,000.00		139,700.00		99.79		100.00
LUXOTTICA PORTUGAL-COMERCIO DE OPTICA SA		LUXOTTICA SRL		LISBONA		EUR		700,000.00		300.00		0.21		100.00
LUXOTTICA RETAIL AUSTRALIA PTY LTD		OPSM GROUP PTY LIMITED		MACQUARIE PARK-NSW		AUD		307,796.00		307,796.00		100.00		100.00

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
LUXOTTICA RETAIL CANADA INC		THE UNITED STATES SHOE CORPORATION		TORONTO		CAD		12,012.00		2,748.00		22.88		100.00
LUXOTTICA RETAIL CANADA INC		LENSCRAFTERS INTERNATIONAL INC		TORONTO		CAD		12,012.00		6,626.00		55.16		100.00
LUXOTTICA RETAIL CANADA INC		LUXOTTICA RETAIL NORTH AMERICA INC		TORONTO		CAD		12,012.00		352.00		2.93		100.00
LUXOTTICA RETAIL CANADA INC		LUXOTTICA U.S. HOLDINGS CORP		TORONTO		CAD		12,012.00		2,286.00		19.03		100.00
LUXOTTICA RETAIL FRANCHISING AUSTRALIA PTY LIMITED		LUXOTTICA RETAIL AUSTRALIA PTY LTD		MACQUARIE PARK-NSW		AUD		2.00		2.00		100.00		100.00
LUXOTTICA RETAIL HONG KONG LIMITED		PROTECTOR SAFETY INDUSTRIES PTY LTD		HONG KONG-HONG KONG		HKD		149,127,000.00		1,491,270.00		100.00		100.00
LUXOTTICA RETAIL NEW ZEALAND LIMITED		PROTECTOR SAFETY INDUSTRIES PTY LTD		AUCKLAND		NZD		100.00		100.00		100.00		100.00
LUXOTTICA RETAIL NORTH AMERICA INC		THE UNITED STATES SHOE CORPORATION		XXXXXX-OHIO		USD		1.00		20.00		100.00		100.00
LUXOTTICA SOUTH AFRICA PTY LTD		LUXOTTICA GROUP SPA		CAPE TOWN - OBSERVATORY		ZAR		220,001.00		220,001.00		100.00		100.00
LUXOTTICA SOUTH EASTERN EUROPE LTD		LUXOTTICA HOLLAND BV		NOVIGRAD		HRK		1,000,000.00		700,000.00		70.00		70.00
LUXOTTICA SOUTH PACIFIC HOLDINGS PTY LIMITED		LUXOTTICA GROUP SPA		MACQUARIE PARK-NSW		AUD		232,797,001.00		232,797,001.00		100.00		100.00
LUXOTTICA SOUTH PACIFIC PTY LIMITED		LUXOTTICA SOUTH PACIFIC HOLDINGS PTY LIMITED		MACQUARIE PARK-NSW		AUD		460,000,001.00		460,000,001.00		100.00		100.00
LUXOTTICA SRL		LUXOTTICA GROUP SPA		AGORDO		EUR		10,000,000.00		10,000,000.00		100.00		100.00
LUXOTTICA STARS SRL		LUXOTTICA GROUP SPA		AGORDO		EUR		2,000,000.00		2,000,000.00		100.00		100.00
LUXOTTICA SUN CORPORATION		LUXOTTICA U.S. HOLDINGS CORP		DOVER-DELAWARE		USD		1.00		100.00		100.00		100.00
LUXOTTICA TRADING AND FINANCE LIMITED		LUXOTTICA GROUP SPA		DUBLINO		EUR		626,543,403.00		626,543,403.00		100.00		100.00
LUXOTTICA TRISTAR (DONGGUAN) OPTICAL CO		LUXOTTICA HOLLAND BV		XXX XXXX CITY		USD		21,000,000.00		21,000,000.00		100.00		100.00
LUXOTTICA U.K. LTD		LUXOTTICA GROUP SPA		LONDON		GBP		90,000.00		90,000.00		100.00		100.00
LUXOTTICA U.S. HOLDINGS CORP		LUXOTTICA GROUP SPA		DOVER-DELAWARE		USD		100.00		10,000.00		100.00		100.00
LUXOTTICA U.S.A. INC		LUXOTTICA GROUP SPA		PORT WASHINGTON-NY		USD		1,650,000.00		1,650.00		100.00		100.00
LUXOTTICA VERTRIEBSGESELLSCHAFT MBH		LUXOTTICA GROUP SPA		KLOSTERNEUBURG		EUR		508,710.00		50,871.00		100.00		100.00
LVD SOURCING LLC		LUXOTTICA NORTH AMERICA DISTRIBUTION LLC		DOVER-DELAWARE		USD		5,000.00		2,550.00		51.00		51.00
MIRARI JAPAN CO LTD		LUXOTTICA HOLLAND BV		TOKYO		JPY		473,700,000.00		7,974.00		84.17		100.00
MIRARI JAPAN CO LTD		LUXOTTICA GROUP SPA		TOKYO		JPY		473,700,000.00		1,500.00		15.83		100.00

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
MIRARIAN MARKETING PTE LTD		LUXOTTICA HOLLAND BV		SINGAPORE		SGD		2,000,000.00		1,020,000.00		51.00		51.00
MULTIOPTICAS INTERNACIONAL S.L.		LUXOTTICA GROUP SPA		Colmenar Viejo, Madrid		EUR		7,060,901.00		2,824,360.00		40.00		40.00
MY-OP (NY) LLC		XXXXXX XXXXXXX INC		DOVER		USD		1.00		1.00		100.00		100.00
OAKLEY (SCHWEIZ) GMBH		OAKLEY INC		ZURIGO		CHF		30,000.00		30,000.00		100.00		100.00
OAKLEY ATHLETIC (PTY) LIMITED		OAKLEY INC		PORT XXXXXXXXX		ZAR		100.00		100.00		100.00		100.00
OAKLEY BRAZIL LTDA		OAKLEY INC		SAN PAOLO		BRL		22,836,068.00		1.00		0.00		100.00
OAKLEY BRAZIL LTDA		OAKLEY CANADA INC		SAN PAOLO		BRL		22,836,068.00		22,836,067.00		100.00		100.00
OAKLEY CANADA INC		OAKLEY INC		SAINT LAURENT- QUEBEC		CAD		10,107,907.00		10,107,907.00		100.00		100.00
OAKLEY CANADA RETAIL ULC		OAKLEY CANADA INC		HALIFAX		CAD		100.00		100.00		100.00		100.00
OAKLEY COSTA RICA XX		XXXXXX MEXICO SA DE CV		SAN XXXX		CRC		100,000.00		10.00		100.00		100.00
OAKLEY DE GUATEMALA XX		XXXXXX MEXICO SA DE XX		XXXXX NORTE		GTQ		5,000.00		1.00		20.00		100.00
OAKLEY DE GUATEMALA XX		XXXXXX INC		TORRE NORTE		GTQ		5,000.00		4.00		80.00		100.00
OAKLEY DENMARK APS		OAKLEY INC		COPENHAGEN		DKK		127,000.00		127.00		100.00		100.00
OAKLEY DIRECT INC		OAKLEY INC		Tumwater		USD		1,000.00		1,000.00		100.00		100.00
OAKLEY EDC INC		OAKLEY INC		TUMWATER		USD		1,000.00		1,000.00		100.00		100.00
OAKLEY EUROPE SNC		OAKLEY HOLDING SAS		ASNIERES SUR SEINE		EUR		25,157,390.20		251,573,902.00		100.00		100.00
OAKLEY FINANCING INC		OAKLEY INC		TUMWATER		USD		1.00		100.00		100.00		100.00
OAKLEY GMBH		OAKLEY INC		München		EUR		25,000.00		25,000.00		100.00		100.00
OAKLEY HOLDING SAS		OAKLEY DENMARK APS		ASNIERES SUR SEINE		EUR		6,129,050.00		40,662.00		49.09		100.00
OAKLEY HOLDING SAS		OAKLEY INC		ASNIERES SUR SEINE		EUR		6,129,050.00		42,163.00		50.91		100.00
OAKLEY ICON LIMITED		LUXOTTICA TRADING AND FINANCE LIMITED		DUBLIN 2		EUR		1.00		1.00		100.00		100.00
OAKLEY INC		LUXOTTICA U.S. HOLDINGS CORP		TUMWATER		USD		10.00		1,000.00		100.00		100.00
OAKLEY IRELAND OPTICAL LIMITED		OAKLEY INC		DUBLIN 1		EUR		225,000.00		225,000.00		100.00		100.00
OAKLEY ITALY SRL		OAKLEY INC		MILANO		EUR		10,000.00		10,000.00		100.00		100.00
OAKLEY JAPAN XX		XXXXXX INC		TOKYO		JPY		10,000,000.00		200.00		100.00		100.00
OAKLEY LIMTED PARTNERSHIP		OAKLEY INC		CALGARY		CAD		1.00		99.00		99.00		100.00
OAKLEY LIMTED PARTNERSHIP		BAZOOKA INC		CALGARY		CAD		1.00		1.00		1.00		100.00
OAKLEY MEXICO SA DE XX		XXXXXX INC		HUIXQUILUCAN		MXN		88,604,000.00		886,039.00		100.00		100.00
OAKLEY MEXICO SA DE CV		BAZOOKA INC		HUIXQUILUCAN		MXN		88,604,000.00		1.00		0.00		100.00
OAKLEY O STORE INC		OAKLEY INC		TUMWATER		USD		1,000.00		1,000.00		100.00		100.00
OAKLEY SALES CORP		OAKLEY INC		FOOTHILL RANCH		USD		1,000.00		1,000.00		100.00		100.00
OAKLEY SALES CORP		OAKLEY INC		TUMWATER		USD		1,000.00		1,000.00		100.00		100.00

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
OAKLEY SCANDINAVIA XX		XXXXXX ICON LIMITED		STOCKHOLM		SEK		4,000.00		1,000.00		100.00		100.00
OAKLEY SOUTH PACIFIC PTY LTD		OPSM GROUP PTY LIMITED		VICTORIA		AUD		12.00		12.00		100.00		100.00
OAKLEY SPAIN XX		XXXXXX ICON LIMITED		BARCELLONA		EUR		3,100.00		310.00		100.00		100.00
OAKLEY U.K. LTD		OAKLEY INC		HERTFORDSHIRE		GBP		1,000.00		1,000.00		100.00		100.00
XXXXXX XXXXXXX GMBH		XXXXXX XXXXXXX INC		WIESBADEN		EUR		25,564.59		25,565.00		100.00		100.00
XXXXXX XXXXXXX INC		OAKLEY INC		IRVINE		USD		1.00		1,000.00		100.00		100.00
OPSM GROUP PTY LIMITED		LUXOTTICA SOUTH PACIFIC PTY LIMITED		MACQUARIE PARK-NSW		AUD		67,613,043.50		135,226,087.00		100.00		100.00
OPTIKA HOLDINGS LIMITED		SUNGLASS HUT (UK) LIMITED		LONDON		GBP		699,900.00		699,900.00		100.00		100.00
OPTIKA LIMITED		OPTIKA HOLDINGS LIMITED		WC1B 3ST London		GBP		2.00		2.00		100.00		100.00
OPTIKA OPTICIANS LIMITED		OPTIKA HOLDINGS LIMITED		WC1B 3ST London		GBP		100.00		100.00		100.00		100.00
OPTIMUM LEASING PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		110.00		110.00		100.00		100.00
OY LUXOTTICA FINLAND AB		LUXOTTICA GROUP SPA		ESPOO		EUR		170,000.00		1,000.00		100.00		100.00
PACIFICA SALES CORPORATION		OAKLEY INC		LA JOLLA		USD		10.00		1,000.00		100.00		100.00
PEARLE VISION CENTER OF PUERTO RICO INC		LUXOTTICA RETAIL NORTH AMERICA INC		SAN XXXX		USD		660.00		660.00		100.00		100.00
PEARLE VISION MANAGED CARE-HMO OF TEXAS INC		THE UNITED STATES SHOE CORPORATION		HOUSTON-TEXAS		USD		1,000.00		1,000.00		100.00		100.00
PEARLE VISIONCARE INC		THE UNITED STATES SHOE CORPORATION		IRVINE-CALIFORNIA		USD		1,000.00		100.00		100.00		100.00
PROTECTOR SAFETY INDUSTRIES PTY LTD		OPSM GROUP PTY LIMITED		MACQUARIE PARK-NSW		AUD		2,486,250.00		4,972,500.00		100.00		100.00
RAY BAN HOLDINGS INC		LUXOTTICA U.S. HOLDINGS CORP		DOVER-DELAWARE		USD		1.00		100.00		100.00		100.00
RAY BAN INDIAN HOLDINGS INC		RAY BAN HOLDINGS INC		DOVER-DELAWARE		USD		1.00		100.00		100.00		100.00
XXX XXX SUN OPTICS INDIA LIMITED		RAY BAN INDIAN HOLDINGS INC		BHIWADI		RUP		244,729,170.00		22,837,271.00		93.32		93.32
RAYS HOUSTON		SUNGLASS HUT TRADING, LLC		XXXXX		USD		1.00		51.00		51.00		51.00
SGH OPTICS MALAYSIA SDN BHD		LUXOTTICA RETAIL AUSTRALIA PTY LTD		KUALA LAMPUR		MYR		2.00		2.00		100.00		100.00
SPV ZETA OPTICAL COMMERCIAL AND TRADING (SHANGHAI) CO., LTD		LUXOTTICA LEASING SRL		Shanghai		USD		375,000.00		375,000.00		100.00		100.00
SPV ZETA Optical Trading (Beijing) Co Ltd		LUXOTTICA LEASING SRL		BEIJING		CNR		45,000,000.00		45,000,000.00		100.00		100.00
SUNGLASS HUT (Antigua) LIMITED		LUXOTTICA U.S. HOLDINGS CORP		ST. XXXXX		USD		10,000.00		10,000.00		100.00		100.00
SUNGLASS HUT (South East Asia) PTE LTD		LUXOTTICA HOLLAND BV		SINGAPORE		SGD		100,000.00		100,000.00		100.00		100.00
SUNGLASS HUT (UK) LIMITED		LUXOTTICA GROUP SPA		LONDON		GBP		24,410,765.00		8,299,660.00		34.00		66.00
SUNGLASS HUT (UK) LIMITED		SUNGLASS HUT TRADING, LLC		LONDON		GBP		24,410,765.00		209,634.00		0.86		66.00
SUNGLASS HUT (UK) LIMITED		SUNGLASS HUT OF FLORIDA INC		LONDON		GBP		24,410,765.00		7,581,696.00		31.06		66.00
SUNGLASS HUT (UK) LIMITED		SUNGLASS HUT REALTY CORPORATION		LONDON		GBP		24,410,765.00		20,115.00		0.08		66.00

Subsidiaries		Direct Parent		City of Registered Office		Currency of Share Capital		Share Capital		Numbers of Shares Issued		% Direct Ownership		% Group Ownership
SUNGLASS HUT AIRPORTS SOUTH AFRICA (PTY) LTD		SUNGLASS HUT RETAIL SOUTH AFRICA (PTY) LTD		MILNERTON (Cape Town)		ZAR		1,000.00		450.00		45.00		45.00
SUNGLASS HUT AUSTRALIA PTY LIMITED		LUXOTTICA U.S. HOLDINGS CORP		MACQUARIE PARK-NSW		AUD		46,251,012.00		46,251,012.00		100.00		100.00
SUNGLASS HUT AUSTRIA VERTRIEB GMBH		LUXOTTICA GROUP SPA		KLOSTERNEUBOURG		EUR		35,000.00		35,000.00		100.00		100.00
SUNGLASS HUT HONG KONG LIMITED		PROTECTOR SAFETY INDUSTRIES PTY LTD		HONG KONG-HONG KONG		HKD		2.00		2.00		100.00		100.00
SUNGLASS HUT IRELAND LIMITED		SUNGLASS HUT (UK) LIMITED		DUBLINO		EUR		125.00		100.00		100.00		100.00
SUNGLASS HUT NETHERLANDS BV		SUNGLASS HUT REALTY CORPORATION		HEEMSTEDE		EUR		18,151.20		1.00		2.50		100.00
SUNGLASS HUT NETHERLANDS BV		SUNGLASS HUT OF FLORIDA INC		HEEMSTEDE		EUR		18,151.20		39.00		97.50		100.00
SUNGLASS HUT NEW ZEALAND LIMITED		LUXOTTICA RETAIL NEW ZEALAND LIMITED		AUCKLAND		NZD		1,000.00		1,000.00		100.00		100.00
SUNGLASS HUT OF FLORIDA INC		LUXOTTICA U.S. HOLDINGS CORP		WESTON-FLORIDA		USD		10.00		1,000.00		100.00		100.00
SUNGLASS HUT OF FRANCE SOCIETE EN NOME COLLECTIF (snc)		LUXOTTICA SRL		SOPHIA ANTIPOLIS-VALBONNE		EUR		3,086,100.00		202,499.00		100.00		100.00
SUNGLASS HUT OF FRANCE SOCIETE EN NOME COLLECTIF (snc)		LUXOTTICA FRANCE SAS		SOPHIA ANTIPOLIS-VALBONNE		EUR		3,086,100.00		1.00		0.00		100.00
SUNGLASS HUT PORTUGAL COMERCIO DE OCULOS E RELOGIOS LDA		SUNGLASS HUT OF FLORIDA INC		LISBONA		EUR		1,000,000.00		980,000.00		98.00		100.00
SUNGLASS HUT PORTUGAL COMERCIO DE OCULOS E RELOGIOS LDA		SUNGLASS HUT REALTY CORPORATION		LISBONA		EUR		1,000,000.00		20,000.00		2.00		100.00
SUNGLASS HUT REALTY CORPORATION		LUXOTTICA U.S. HOLDINGS CORP		WESTON-FLORIDA		USD		100.00		100.00		100.00		100.00
SUNGLASS HUT RETAIL SOUTH AFRICA (PTY) LTD		LUXOTTICA SOUTH AFRICA PTY LTD		CAPE TOWN - OBSERVATORY		ZAR		900.00		900.00		100.00		100.00
SUNGLASS HUT SPAIN SL		LUXOTTICA SRL		BARCELLONA		EUR		3,005.06		500.00		100.00		100.00
SUNGLASS HUT TRADING, LLC		LUXOTTICA U.S. HOLDINGS CORP		DOVER-DELAWARE		EUR		1.00		1.00		100.00		100.00
SUNGLASS ICON PTY LTD		LUXOTTICA RETAIL AUSTRALIA PTY LTD		VICTORIA		AUD		20,036,912.00		20,036,912.00		100.00		100.00
SUNGLASS WORKS PTY LTD		SUNGLASS ICON PTY LTD		VICTORIA		AUD		20.00		110.00		100.00		100.00
SUNGLASS WORLD HOLDINGS PTY LIMITED		SUNGLASS HUT AUSTRALIA PTY LIMITED		MACQUARIE PARK-NSW		AUD		13,309,475.00		13,309,475.00		100.00		100.00
THE OPTICAL SHOP OF ASPEN INC		OAKLEY INC		IRVINE		USD		1.00		250.00		100.00		100.00
THE UNITED STATES SHOE CORPORATION		AVANT GARDE OPTICS LLC		DOVER-DELAWARE		USD		1.00		100.00		100.00		100.00
U.S.S. DELAWARE CORPORATION		THE UNITED STATES SHOE CORPORATION		DOVER-DELAWARE		USD		1.00		100.00		100.00		100.00

SCHEDULE 5.5

Financial Statements

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

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

SCHEDULE 5.8

Certain Litigation

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

Oakley Stockholder Lawsuit

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

Fair Credit Reporting Act Litigation

The settlement became final on January 15, 2009.

Texas LensCrafters Class Action Lawsuit

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

SCHEDULE 5.11

Licenses and Permits

None

SCHEDULE 5.14

Use of Proceeds

General corporate purposes.

EXHIBIT 1(a)(i)

FORM OF SERIES D NOTE

LUXOTTICA U.S. HOLDINGS CORP.

5.19% SERIES D SENIOR GUARANTEED NOTE DUE 2017

No. [          ]	[Date]
$[              ]	PPN 55068# AG4

FOR VALUE RECEIVED, the undersigned, Luxottica U.S. Holdings Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [                      ], or registered assigns, the principal sum of [                               ] DOLLARS on [            ,          ], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.19% per annum from the date hereof, payable semiannually, on the 29th day of January and July in each year, commencing with the January 29 or July 29 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount or Modified Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.19% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. from time to time in New York, New York, as its “base” or “prime” rate.

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

This Note is one of a series of Series D Senior Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of January 29, 2010 (as from time to time amended, the “Note Purchase Agreement”), among the Company, Luxottica Group S.p.A. and the respective purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of

receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

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

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

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

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Luxottica U.S. Holdings Corp.

By:

Title:

EXHIBIT 1(a)(ii)

FORM OF SERIES E NOTE

LUXOTTICA U.S. HOLDINGS CORP.

5.75% SERIES E SENIOR GUARANTEED NOTE DUE 2020

No. [          ]	[Date]
$[              ]	PPN 55068# AH2

FOR VALUE RECEIVED, the undersigned, Luxottica U.S. Holdings Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [                      ], or registered assigns, the principal sum of [                               ] DOLLARS on [            ,          ], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.75% per annum from the date hereof, payable semiannually, on the 29th day of January and July in each year, commencing with the January 29 or July 29 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount or Modified Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.75% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. from time to time in New York, New York, as its “base” or “prime” rate.

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

This Note is one of a series of Series E Senior Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of January 29, 2010 (as from time to time amended, the “Note Purchase Agreement”), among the Company, Luxottica Group S.p.A. and the respective purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of

receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

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

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

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

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Luxottica U.S. Holdings Corp.

By:

Title:

EXHIBIT 1(a)(iii)

FORM OF SERIES F NOTE

LUXOTTICA U.S. HOLDINGS CORP.

5.39% SERIES F SENIOR GUARANTEED NOTE DUE 2019

No. [          ]	[Date]
$[              ]	PPN 55068# AJ8

FOR VALUE RECEIVED, the undersigned, Luxottica U.S. Holdings Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [                      ], or registered assigns, the principal sum of [                               ] DOLLARS on [            ,          ], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.39% per annum from the date hereof, payable semiannually, on the 29th day of January and July in each year, commencing with the January 29 or July 29 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount or Modified Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.39% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. from time to time in New York, New York, as its “base” or “prime” rate.

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

This Note is one of a series of Series F Senior Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of January 29, 2010 (as from time to time amended, the “Note Purchase Agreement”), among the Company, Luxottica Group S.p.A. and the respective purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of

receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

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

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

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

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Luxottica U.S. Holdings Corp.

By:

Title: