SUBSIDIARY GUARANTEESubsidiary Guarantee • February 11th, 2010 • Luxottica Group Spa • Ophthalmic goods • New York
THIS SUBSIDIARY GUARANTEE, dated as of January 29, 2010 (the “Subsidiary Guarantee”) and granted by the companies listed on Annex A hereto, together with each other Person which from time to time executes and delivers an instrument of accession substantially in the form attached hereto as Annex B (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$50,000,000 aggregate principal amount of 5.19% Series D Senior Guaranteed Notes due 2017 (the “Series D Notes”), U.S.$50,000,000 aggregate principal amount of 5.75% Series E Senior Guaranteed Notes due 2020 (the “Series E Notes”) and U.S.$75,000,000 aggregate principal amount of 5.39%
PARENT GUARANTEEParent Guarantee • February 11th, 2010 • Luxottica Group Spa • Ophthalmic goods • New York
THIS PARENT GUARANTEE, dated as of January 29, 2010 (the “Parent Guarantee”) and granted by Luxottica Group S.p.A. (the “Parent”) to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$50,000,000 aggregate principal amount of 5.19% Series D Senior Guaranteed Notes due 2017 (the “Series D Notes”), U.S.$50,000,000 aggregate principal amount of 5.75% Series E Senior Guaranteed Notes due 2020 (the “Series E Notes”) and U.S.$75,000,000 aggregate principal amount of 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”) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”), issued pursuant to
LUXOTTICA U.S. HOLDINGS CORP. U.S.$50,000,000 5.19% Series D Senior Guaranteed Notes due 2017 U.S.$50,000,000 5.75% Series E Senior Guaranteed Notes due 2020 U.S.$75,000,000 5.39% Series F Senior Guaranteed Notes due 2019Note Purchase Agreement • February 11th, 2010 • Luxottica Group Spa • Ophthalmic goods • New York
Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”) and Luxottica Group S.p.A., a corporation incorporated in Italy (the “Parent”), agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
