SUBSIDIARY GUARANTEESubsidiary Guarantee • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York
THIS SUBSIDIARY GUARANTEE, dated as of December 15, 2011 (the “Subsidiary Guarantee”) and granted by the companies listed on Annex A hereto, together with each other Person which from time to time executes and delivers an instrument of accession substantially in the form attached hereto as Annex B (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$350,000,000 aggregate principal amount of 4.35% Series I Senior Guaranteed Notes due 2021 (the “Notes”) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”), issued pursuant to the Note Purchase Agreement, dated December 15, 2011 (herein, as the sam
PARENT GUARANTEEParent Guarantee • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York
THIS PARENT GUARANTEE, dated as of December 15, 2011 (the “Parent Guarantee”) and granted by Luxottica Group S.p.A. (the “Parent”) to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$350,000,000 aggregate principal amount of 4.35% Series I Senior Guaranteed Notes due 2021 (the “Notes”) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”), issued pursuant to the Note Purchase Agreement, dated December 15, 2011 (herein, as the same may be supplemented or amended from time to time, called the “Note Purchase Agreement”) between the Company, the Parent and the Noteholders. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned thereto i
Dated December 15, 2011 NOTE PURCHASE AGREEMENT LUXOTTICA U.S. HOLDINGS CORP. U.S.$350,000,000 4.35% Series I Senior Guaranteed Notes due 2021Note Purchase Agreement • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York
Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”) and Luxottica Group S.p.A., a corporation incorporated in Italy (the “Parent”), agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
