Exhibit 4.26


 


Execution Version


SUBSIDIARY
GUARANTEE


 


THIS
SUBSIDIARY GUARANTEE, dated as of September 30, 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 €50,000,000 aggregate principal amount of 3.75% Series G Senior
Guaranteed Notes due September 15, 2017 (the “Series A Notes”) and €50,000,000 aggregate principal
amount of 4.25% Series H Senior Guaranteed Notes due September 15,
2020 (the “Series B Notes”, and
together with the Series A Notes, as such notes may be amended, restated,
replaced or otherwise modified from time to time, the “Notes”) of Luxottica Group S.p.A., a
corporation incorporated in Italy (the “Company”),
issued pursuant to the Note Purchase Agreement, dated September 30, 2010
(herein, as the same may be supplemented or amended from time to time, called
the “Note Purchase Agreement”) between the
Company and the Noteholders.  Capitalized
terms used herein but not otherwise defined herein shall have the meaning
assigned thereto in the Note Purchase Agreement.


 


W I T N E S S E T H :


 


WHEREAS,
it is a condition precedent to the Noteholders entering into the Note Purchase
Agreement and purchasing the Notes that each Subsidiary Guarantor executes this
Subsidiary Guarantee; and


 


WHEREAS,
each Subsidiary Guarantor will be receiving a direct or indirect corporate
benefit as a result of the issuance of the Notes and the application of the
proceeds thereof by the Company;


 


NOW,
THEREFORE, in consideration of the premises, and in order to induce the
Noteholders to enter into the Note Purchase Agreement and to purchase the Notes
from the Company, each Subsidiary Guarantor agrees as follows:


 


1.              GUARANTEE


 


1.1.         Obligations Guaranteed.


 


Each
Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally
guarantees to the Noteholders on a joint and several basis: (a) the
full and prompt payment of the principal of all of the Notes and of the
interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and
subsequent to the commencement of any bankruptcy, reorganization or similar
proceeding involving the Company or such Subsidiary Guarantor) and 


 

















 


the
Make-Whole Amount and the Modified Make-Whole Amount, Additional Amounts and
all other amounts owing to the Noteholders from time to time under the
Financing Documents when and as the same shall become due and payable, whether
by lapse of time, upon redemption or prepayment, by extension or by acceleration
or declaration, or otherwise, (b) the full and prompt performance
and observance by the Company of each and all of the covenants and agreements
required to be performed or observed by it under the terms of the Financing
Documents, and (c) payment, upon demand by any Noteholder, of all
costs and expenses, legal or otherwise (including reasonable attorneys’ fees)
and such expenses, if any, as shall have been expended or incurred in the
protection or enforcement of any right or privilege under the Note Purchase
Agreement or any of the other Financing Documents or in any consultation or
action in connection therewith, and in each and every case irrespective of the
validity, regularity or enforcement of any of the Notes, the Note Purchase
Agreement or any of the other Financing Documents or any of the terms thereof
or of any other like circumstance or circumstances (all of the obligations
described in the foregoing clause (a), clause (b) and clause (c) being
referred to herein as the “Guaranteed Obligations”).  The guaranty of the Notes herein provided for
is a guaranty of the immediate and timely payment of the principal, interest,
Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and
all other amounts owing to the Noteholders from time to time under the
Financing Documents when and as the same are due and payable and shall not be
deemed to be a guaranty only of the collectability of such payments and that in
consequence thereof each Noteholder may sue any Subsidiary Guarantor directly upon
such principal, interest and other amounts becoming so due and payable.


 


1.2.         Obligations Unconditional;
Waivers.


 


(a)           The Guaranteed Obligations shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal, interest and Make-Whole Amount, Modified Make-Whole Amount (if any)
on the Notes and all other sums due pursuant to the Financing Documents shall
have been fully, finally and indefeasibly paid, and such Guaranteed Obligations
shall not be affected, modified or impaired upon the happening from time to
time of any event or condition, including, without limitation, any of the
following, whether or not with notice to or the consent of any Subsidiary
Guarantor:


 


(i)            the power or authority or
the lack of power or authority of the Company to issue the Notes or to execute
and deliver the Note Purchase Agreement or any other Financing Document, and
irrespective of the validity of the Notes, the Note Purchase Agreement or any
other Financing Document or of any defense whatsoever that the Company may or
might have to the payment of the Notes (including, without limitation,
principal, interest and the Make-Whole Amount or Modified Make-Whole Amount, if
any, or Additional Amount, if any) or to the performance or observance of any
of the provisions or conditions of the Note Purchase Agreement or any other
Financing Document, or the existence or continuance of the Company as a legal
entity;


 


(ii)           any failure to present the
Notes for payment or to demand payment thereof, or to give any Subsidiary
Guarantor or the Company notice of dishonor for non-payment of the Notes, when
and as the same may become due and 


 


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payable, or notice of any failure on the part of the Company to do any
act or thing or to perform or to keep any covenant or agreement to be done,
kept or performed under the terms of the Notes, the Note Purchase Agreement or
any other Financing Document;


 


(iii)          the acceptance of any
security or any guaranty, the advance of additional money to the Company, any
extension of the obligation of the Notes, either indefinitely or for any period
of time, or any other modification in the obligation of the Notes, the Note
Purchase Agreement or any other Financing Document or the Company thereon, or
in connection therewith, or any sale, release, substitution or exchange of any
security;


 


(iv)          any act or failure to act
with regard to the Notes, the Note Purchase Agreement or any other Financing
Document or anything which might vary the risk of any Subsidiary Guarantor
(including, without limitation, any release or substitution of any one or more
of the endorsers or guarantors of the Guaranteed Obligations);


 


(v)           any action taken under the
Note Purchase Agreement or any other Financing Document in the exercise of any
right or power thereby conferred or any failure or omission on the part of any
Noteholder to first enforce any right or security given under the Note Purchase
Agreement or other Financing Document or any failure or omission on the part of
any Noteholder to first enforce any right against the Company, provided that
nothing in this Section shall entitle any Noteholder to recover twice any
sums claimed pursuant to this Subsidiary Guarantee;


 


(vi)          the waiver, compromise,
settlement, release or termination of any or all of the obligations, covenants
or agreements of the Company contained in the Note Purchase Agreement or any
other Financing Document, or of the payment, performance or observance thereof,
provided that nothing in this Section shall entitle any Noteholder to
recover twice any sums claimed pursuant to this Subsidiary Guarantee;


 


(vii)         the failure to give notice
to the Company or any Subsidiary Guarantor of the occurrence of any Default or
Event of Default under the terms and provisions of the Note Purchase Agreement;


 


(viii)        the extension of the time
for payment of any principal of, or interest (or Make-Whole Amount or Modified
Make-Whole Amount or any other amount, if any) on, any Note owing or payable on
such Note or of the time of or for performance of any obligations, covenants or
agreements under or arising out of the Note Purchase Agreement or any other
Financing Document or the extension or the renewal of any thereof;


 


(ix)           the modification or
amendment (whether Material or otherwise) of any obligation, covenant or
agreement set forth in any Financing Document;


 


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(x)            any failure, omission, delay
or lack on the part of any Noteholder to enforce, assert or exercise any right,
power or remedy conferred on such Noteholder in the Note Purchase Agreement or
any other Financing Document, or any other act or acts on the part of the
Noteholders;


 


(xi)           the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization or
arrangement under bankruptcy or similar laws, composition with creditors or
readjustment of, or other similar procedures affecting, any Subsidiary
Guarantor or the Company or any of the assets of any of them, or any allegation
or contest of the validity of the Note Purchase Agreement or any other
Financing Document or the disaffirmance of the Note Purchase Agreement or any
other Financing Document in any such proceeding (it being understood that the
obligations of each Subsidiary Guarantor under this Subsidiary Guarantee shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment made with respect to the Notes is rescinded or must otherwise be
restored or returned by any Noteholder upon the insolvency, bankruptcy or
reorganization of the Company or such Subsidiary Guarantor, all as though such payment
had not been made);


 


(xii)          any event or action that
would, in the absence of this clause, result in the release or discharge by
operation of law of any Subsidiary Guarantor from the performance or observance
of any obligation, covenant or agreement contained in this Subsidiary
Guarantee;


 


(xiii)         the invalidity or
unenforceability of any Financing Document;


 


(xiv)        the invalidity or
unenforceability of the obligations of any Subsidiary Guarantor under this
Subsidiary Guarantee, the absence of any action to enforce such obligations of
such Subsidiary Guarantor, any waiver or consent by any Subsidiary Guarantor
with respect to any of the provisions hereof or any other circumstances which
might otherwise constitute a discharge or defense by such Subsidiary Guarantor,
including, without limitation, any failure or delay in the enforcement of the
obligations of such Subsidiary Guarantor with respect to this Subsidiary
Guarantee or of notice thereof, or any suit or other action brought by any
shareholder or creditor of, or by, such Subsidiary Guarantor or any other
Person, for any reason, including, without limitation, any suit or action in
any way attacking or involving any issue, matter or thing in respect of the
Note Purchase Agreement, any other Financing Document or any other agreement;


 


(xv)         the impossibility or
illegality of performance on the part of the Company or any other Person of its
obligations under any Financing Document or any other instruments;


 


(xvi)        in respect of the Company or
any other Person, any change of circumstances, whether or not foreseen or
foreseeable, whether or not imputable 


 


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to the Company or any other Person, or other impossibility of
performance through fire, explosion, accident, labor disturbance, floods,
droughts, embargoes, wars (whether or not declared), civil commotions, acts of
God or the public enemy, delays or failure of suppliers or carriers, inability
to obtain materials, action of any regulatory body or agency, change of law or
any other causes affecting performance, or other force majeure, whether or not
beyond the control of the Company or any other Person and whether or not of the
kind hereinbefore specified;


 


(xvii)       any attachment, claim,
demand, charge, lien, order, process, encumbrance or any other happening or
event or reason, similar or dissimilar to the foregoing, or any withholding or
diminution at the source, by reason of any taxes, assessments, expenses,
indebtedness, obligations or liabilities of any character, foreseen or
unforeseen, and whether or not valid, incurred by or against any Person, or any
claims, demands, charges or liens of any nature, foreseen or unforeseen,
incurred by any Person, or against any sums  payable under
the Note Purchase Agreement, so that such sums would be rendered inadequate or
would be unavailable to make the payments herein provided;


 


(xviii)      the failure of any
Subsidiary Guarantor to receive any benefit or consideration from or as a
result of its execution, delivery and performance of this Agreement;


 


(xix)         any sale, exchange, release
or surrender of any property at any time pledged or granted as security in
respect of the Guaranteed Obligations, whether so pledged or granted by any
Subsidiary Guarantor under any Financing Document; or


 


(xx)          any other circumstance which
might otherwise constitute a defense available to, or a discharge of, a
Subsidiary Guarantor in respect of the obligations of such Subsidiary Guarantor
under this Subsidiary Guarantee;


 


provided  that the specific enumeration
of the above-mentioned acts, failures or omissions shall not be deemed to
exclude any other acts, failures or omissions, though not specifically
mentioned above, it being the purpose and intent of this Subsidiary Guarantee
that the obligations of any Subsidiary Guarantor hereunder shall be absolute
and unconditional to the extent herein specified and shall not be discharged,
impaired or varied except by the full, final and indefeasible payment to the
Noteholders of the principal of, interest on and Make-Whole Amount, Modified
Make-Whole Amount and Additional Amounts owing under the Note Purchase
Agreement and any other amounts due in respect of the Notes, and then only to
the extent of such payments.  Without
limiting any of the other terms or provisions hereof, it is understood and
agreed that in order to hold any Subsidiary Guarantor liable hereunder, there
shall be no obligation on the part of any Noteholder to resort, in any manner
or form, for payment, to the Company, to any other Person or to the properties
or estates of any of the foregoing.  All
rights of any Noteholder pursuant to such Note and to this Subsidiary Guarantee
shall be considered to be transferred or assigned upon the transfer of such Note
whether with or without the consent of or notice to any Subsidiary Guarantor or
the Company.  Without limiting the
foregoing, it is understood that 


 


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repeated
and successive demands may be made and recoveries may be had hereunder as and
when, from time to time, the Company shall default under the terms of the Notes
or the Note Purchase Agreement and that notwithstanding recovery hereunder for
or in respect of any given Default or Event of Default, this Subsidiary
Guarantee shall remain in full force and effect and shall apply to each and
every subsequent Default and Event of Default.


 


(b)           Except as otherwise provided in this Subsidiary
Guarantee, to the fullest extent permitted by law, each Subsidiary Guarantor
does hereby expressly waive:


 


(i)            all of the matters specified
in clause (a) of this Section 1.2 and any notices in respect thereof;


 


(ii)           notice of acceptance of the
Note Purchase Agreement or any other Financing Document;


 


(iii)          notice of any purchase or
acceptance of the Notes under the Note Purchase Agreement, or the creation,
existence or acquisition of any of the Guaranteed Obligations, subject to such
Subsidiary Guarantor’s right to make inquiry of each Noteholder to ascertain
the amount of the Guaranteed Obligations at any reasonable time;


 


(iv)          notice of the amount of the
Guaranteed Obligations, subject to such Subsidiary Guarantor’s right to make
inquiry of each Noteholder to ascertain the amount of the Guaranteed
Obligations at any reasonable time; and


 


(v)           any stay (except in connection
with a pending appeal), valuation, appraisal, redemption or extension law now
or at any time hereafter in force that, but for this waiver, might be
applicable to any sale of property of such Subsidiary Guarantor made under any
judgment, order or decree based on this Subsidiary Guarantee, and such
Subsidiary Guarantor covenants that it will not at any time insist upon or
plead, or in any manner claim or take the benefit or advantage of, any such
law.


 


(c)           Each of the rights and remedies granted under this
Subsidiary Guarantee to each Noteholder in respect of the Notes held by such
Noteholder may be exercised by such Noteholder without notice to, or the
consent of or any other action by, any other Noteholder.  Each Noteholder may proceed to protect and
enforce this Subsidiary Guarantee by suit or suits or proceedings in equity, at
law or in bankruptcy, and whether for the specific performance of any covenant
or agreement contained herein or in execution or aid of any power herein
granted, or for the recovery of judgment for the obligations hereby guaranteed
or for the enforcement of any other proper legal or equitable remedy available
under applicable law.


 


(d)           If any Noteholder shall have instituted any
proceeding to enforce any right or remedy under this Subsidiary Guarantee or
under any Note held by such Noteholder and such proceeding shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to such Noteholder, then and in every such case each such Noteholder and
the Company shall, except as may be limited or affected by any 


 


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determination in such proceeding, be restored severally and
respectively to its respective former position hereunder and thereunder, and thereafter
the rights and remedies of each such Noteholder shall continue as though no
such proceeding had been instituted.


 


The obligations of any Subsidiary Guarantor under this
Subsidiary Guarantee shall not be discharged nor shall such Subsidiary Guarantor’s
liability be affected by any reduction occurring in, or any arrangement being
made relating to any of the Company’s liabilities to one or more Noteholders as
a result of any arrangement or composition made pursuant to any provisions of
any applicable bankruptcy or insolvency laws or any analogous provision or made
pursuant to any proceedings or actions whatsoever and whether or not following
the appointment of any administrator, administrative receiver, trustee,
liquidator, receiver or examiner or any similar officer to the Company or over
all or a substantial part of the Company, and such Subsidiary Guarantor hereby
agrees that the amount recoverable by any of the Noteholders from such
Subsidiary Guarantor hereunder will be and will continue to be the full amount
which would have been recoverable by such Noteholders from the Company in
respect of the Company’s liabilities hereunder and under the other Financing
Documents had no such arrangement or composition as aforesaid been entered
into.


 


2.              COLLECTION
EXPENSES.


 


In
the event that a Subsidiary Guarantor shall be required to make any payment to
any Noteholder pursuant to the provisions of this Subsidiary Guarantee, it
shall, in addition to such payment, pay to such Noteholder such further amount
as shall be sufficient to cover the costs and expenses of collection,
including, without limitation, the reasonable costs and expenses of attorneys
or financial advisors incurred in connection with the evaluation and
enforcement of any rights hereunder or under the other provisions of the Note
Purchase Agreement and the other Financing Documents, and any reasonable
expenses or liabilities incurred by such Noteholder hereunder and thereunder
shall survive the payment of the Notes, provided that such Subsidiary Guarantor
shall not be required to pay any further amounts, costs, expenses or
liabilities than have otherwise been paid pursuant to the terms of the Note
Purchase Agreement or this Subsidiary Guarantee.


 


3.              SUBROGATION.


 


To
the extent of any payments made under this Subsidiary Guarantee, each
Subsidiary Guarantor shall be subrogated to the rights of any Noteholder
receiving such payments, but each Subsidiary Guarantor covenants and agrees
that such right of subrogation shall be subordinate in right of payment to the
rights of any Noteholders for which full payment has not been made or provided
for and, to that end, each Subsidiary Guarantor agrees not to claim or enforce
any such right of subrogation or any right of setoff or any other right which
may arise on account of any payment made by such Subsidiary Guarantor in
accordance with the provisions of this Subsidiary Guarantee unless and until
all of the Notes owned by Persons other than the Subsidiary Guarantor and all
other sums due or payable under this Subsidiary Guarantee have been fully paid
and discharged.


 


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4.              REPRESENTATIONS
AND WARRANTIES.


 


Each
Subsidiary Guarantor jointly and severally represents and warrants to each
Noteholder as of the date hereof as follows:


 


4.1.         Organization; Power and
Authority.


 


It
is a company or corporation duly organized and validly existing under the laws
of its jurisdiction of formation, and is duly qualified as a foreign company or
corporation and is in good standing in each jurisdiction in which such
qualification is required by applicable law, other than those jurisdictions as
to which the failure to be so qualified or validly existing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  It 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, to execute and
deliver this Subsidiary Guarantee and to perform the provisions hereof.


 


4.2.         Authorization, etc.


 


This
Subsidiary Guarantee has been duly authorized by all necessary corporate
action, and constitutes a legal, valid and binding obligation of it enforceable
against it in accordance with its terms, except as such enforceability may be
limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


 


4.3.         Compliance with Laws, Other
Instruments, etc.


 


The
execution, delivery and performance by such Subsidiary Guarantor of this
Subsidiary Guarantee will not (a) 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 such Subsidiary Guarantor under, any indenture, mortgage, deed
of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which it is bound or by which
it or any of its properties may be bound or affected, (b) 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 such Subsidiary Guarantor or (c) violate any provision of
any statute or other rule or regulation of any Governmental Authority
applicable to such Subsidiary Guarantor; except, in each case, any such breach,
default, conflict, violation or Lien that would not reasonably be expected to
have a Material Adverse Effect.


 


4.4.         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 such Subsidiary Guarantor of this Subsidiary
Guarantee.


 


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4.5.         Solvency.


 


Each
Subsidiary Guarantor is, and upon execution and delivery of the Subsidiary
Guarantee or an Instrument of Accession, as the case may be, 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).


 


4.6.         Corporate Benefit.


 


The financing obtained through the Notes will
materially benefit the Initial Subsidiary Guarantors as members of the Group,
since it will effect a strengthening of the financial structure of the Group
through an extension of the duration of existing financing arrangements.


 


5.              PREFERENCE;
MARSHALING.


 


(a)           Each
Subsidiary Guarantor agrees that, to the extent the Company makes any payment
on the Notes, which payment or any part thereof is subsequently invalidated,
voided, declared to be fraudulent or preferential, set aside or is required to
be repaid to a trustee, receiver or any other Person under any bankruptcy code,
common law or equitable cause, the obligation or the part thereof intended to
be satisfied shall be revived and continued in full force and effect with
respect to such Subsidiary Guarantor’s obligations hereunder, as if said
payment had not been made.  The liability
of such Subsidiary Guarantor hereunder shall not be reduced or discharged, in
whole or in part, by any payment to any Noteholder from any source that is
thereafter paid, returned or refunded in whole or in part by reason of the
assertion of a claim of any kind relating thereto, including, but not limited
to, any claim for breach of contract, breach of warranty, preference,
illegality, invalidity or fraud asserted by any account debtor or by any other
Person.


 


(b)           None
of the Noteholders shall be under any obligation (i) to marshal any assets
in favor of such Subsidiary Guarantor or in payment of any or all of the
liabilities of the Company under or in respect of the Notes or the obligation
of such Subsidiary Guarantor hereunder or (ii) to pursue any other remedy
that such Subsidiary Guarantor may or may not be able to pursue itself and that
may lighten such Subsidiary Guarantor’s burden, any right to which such
Subsidiary Guarantor hereby expressly waives. 
The obligations of such Subsidiary Guarantor under this Subsidiary
Guarantee rank pari passu in
right of payment with all other Indebtedness for borrowed money (actual or
contingent) of such Subsidiary Guarantor which is not secured or the subject of
any statutory trust or preference or which is not expressly subordinated in
right of payment to any other debt.


 


6.              MAXIMUM
GUARANTEED LIABILITY OF ITALIAN SUBSIDIARY GUARANTORS.


 


No
Subsidiary Guarantor that is organized under the laws of the Republic of Italy
shall be liable for any amounts in respect of any of the obligations guaranteed
under this Subsidiary Guarantee in excess of the aggregate of an amount equal
to the sum of 200% of the aggregate principal 


 


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amount
of the Notes, plus interest (other than default interest, Make-Whole Amount,
Modified Make-Whole Amount or Additional Amount) accruing thereon.


 


7.              ENTIRE
AGREEMENT; WAIVERS.


 


Each
Subsidiary Guarantor hereby agrees that this instrument contains the entire
agreement between the parties and that there is and can be no other oral or
written agreement or understanding whereby the provisions of this instrument
have been or can be terminated, affected, varied, waived, amended or modified
in any manner, unless the same be set forth and consented to in writing by (a) all
of the registered Noteholders in the case of Sections 1, 7, 14 or 15 or (b) Required
Holders in all other cases.


 


Any
consent given pursuant to this Section 7 by a Noteholder which has (i) transferred
or agreed to transfer all or a portion of its Notes to the Company, any
Subsidiary Guarantor or any Subsidiary and (ii) provided such consent as a
condition to such transfer, shall be valid and binding only upon such
Noteholder.  Any amendment or waiver
which becomes effective only with such consent (and the consents of all other
Noteholders which were acquired under the same or similar conditions) shall be
valid and binding only upon such Noteholder.


 


8.              SUCCESSORS
AND ASSIGNS.


 


In
respect of the obligations of the Company under the Notes, this Subsidiary
Guarantee shall be binding upon and inure to the benefit of the Noteholders
(and for this purpose each Subsidiary Guarantor may treat the Person in whose
name any Note is registered in the register maintained by the Company as the
owner and holder of such Note for all purposes whatsoever and the Subsidiary
Guarantor shall not be affected by notice to the contrary).  In respect of all other obligations of the
Company guaranteed by this Subsidiary Guarantee, this Subsidiary Guarantee
shall be binding upon and inure to the benefit of the respective successors and
assigns of any Subsidiary Guarantor and of any Noteholder.  This Subsidiary Guarantee shall, without
further consent of any Subsidiary Guarantor, pass to, and may be relied upon
and enforced by, any successor or assignee of any Noteholder and any transferee
or subsequent registered holder of any Note.


 


9.              JURISDICTION;
SERVICE OF PROCESS.


 


Each
Subsidiary Guarantor represents and warrants that it is not entitled to
immunity from judicial proceedings and agrees that, if judicial proceedings are
brought by any Noteholder to enforce any right or remedy under this Subsidiary
Guarantee or under any Note, no immunity from such proceedings will be claimed
by or on behalf of such Subsidiary Guarantor or with respect to its
property.  With respect to any such suit,
action or proceeding which may be brought by any Noteholder, each Subsidiary
Guarantor hereby consents to submit to the non-exclusive 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 Subsidiary
Guarantee 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.  Each Subsidiary
Guarantor other than Luxottica U.S. Holdings Corp. hereby appoints Luxottica
U.S. Holdings Corp., with offices on the date hereof at 44 Harbor Park Drive,
Port Washington, NY 11050 as its authorized 


 


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agent
upon which process may be served in any such suit, action or proceeding, and
Luxottica U.S. Holdings Corp. hereby accepts such appointment on behalf of each
current and future Subsidiary Guarantor and accepts appointment on behalf of
the Company as agent for service of process in any suit, action or proceeding
in any of such courts under the Financing Documents.  Each Subsidiary Guarantor 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 Noteholder). 
Each Subsidiary Guarantor agrees that service of process upon such agent
and written notice of such service given to the relevant Subsidiary Guarantor
as provided in Section 10 shall be deemed in every respect effective
service of process upon such Subsidiary Guarantor, as the case may be, in any
such suit, action or proceeding in any such court.  In making the foregoing appointment and
submission to jurisdiction, each Subsidiary Guarantor expressly waives the
benefit of any contrary provisions of foreign law.  Nothing in this Section 9 shall affect
the right of any Noteholder to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against a Subsidiary
Guarantor in any court in which such Subsidiary Guarantor, as the case may be,
is subject to suit.  THE PARTIES
HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THE FINANCING DOCUMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH.


 


10.       NOTICES.


 


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 overnight delivery service (charges prepaid), or (b) by a
recognized overnight delivery service (with charges prepaid).


 


Any
such notice must be sent:


 


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


 


(ii)           if to any
Subsidiary Guarantor, to such Subsidiary Guarantor at its address specified in
Annex A, or at such other address as such Subsidiary Guarantor shall have
specified to each Noteholder in writing.


 


Notices
under this Section 10 will be deemed given only when actually received.


 


11.       GOVERNING LAW, ETC.


 


This
Subsidiary Guarantee 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.


 


11

















 


12.       SUBROGATION.


 


Each
Subsidiary Guarantor, irrevocably, unconditionally, until the obligations
guaranteed hereunder shall have been indefeasibly paid in full or released,
hereby waives all rights any such Subsidiary Guarantor may have to be
subrogated to the rights of the Noteholders and all other remedies that any of
them may have against the Company, in respect of which any payment is made
hereunder.  If any amount shall be paid
to any Subsidiary Guarantor on account of any such subrogation rights or other
remedy, notwithstanding the waiver thereof, such amount shall be received in trust
for the benefit of the Noteholders and shall forthwith be paid to such
Noteholders to be credited and applied upon the obligations guaranteed hereby,
whether matured or unmatured, in accordance with the terms hereof.  Each Subsidiary Guarantor agrees that its
respective obligations under this Section 12 shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of the Company is rescinded or must be otherwise restored by any Noteholder,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, all as though such amount had not been paid.


 


13.       NO WAIVER.


 


No
delay on the part of any Noteholder in exercising any rights hereunder or
failure to exercise the same shall operate as a waiver of such rights; no
notice to or demand on any Subsidiary Guarantor shall be deemed to be a waiver
of the obligation of such Subsidiary Guarantor or of the rights of any
Noteholder to take further action without notice or demand as provided herein.


 


14.       WITHHOLDING TAXES.


 


All
payments by any Subsidiary Guarantor under this Subsidiary Guarantee will be
made by such Subsidiary Guarantor in the currency provided for payments of the
Notes in the Note Purchase Agreement 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 The Netherlands (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 any Subsidiary
Guarantor under this Subsidiary Guarantee, such Subsidiary Guarantor 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 Noteholder such additional amounts as may be necessary
in order that the net amounts paid to such Noteholder pursuant to the terms of
this Subsidiary Guarantee 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 Noteholder under the terms of this Subsidiary Guarantee 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:


 


12

















 


(a)           any Tax that would
not have been imposed but for the existence of any present or former connection
between such Noteholder (or a fiduciary, settler, beneficiary, member of,
shareholder of, or possessor of a power over, such Noteholder, if such
Noteholder is an estate, trust, partnership or corporation or any Person other
than the Noteholder 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 Noteholder (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 a Subsidiary
Guarantor, 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 Subsidiary Guarantee are made to, the
Taxing Jurisdiction imposing the relevant Tax;


 


(b)           any Tax that would
not have been imposed but for the delay or failure by such Noteholder
(following a written request by a Subsidiary Guarantor) in the filing with the
relevant Taxing Jurisdiction of Forms (as defined below) that are required to
be filed by such Noteholder 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 Noteholder’s reasonable judgment) impose any
unreasonable burden (in time, resources or otherwise) on such Noteholder 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 Noteholder, and provided
further that such Noteholder shall be deemed to have satisfied the requirements
of this clause (b) by becoming a party to the Depository Agreement and
complying with the terms thereof (including, without limitation, procedures for
deposit of the Notes and delivery of a completed Exemption Form); or


 


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


 


and
provided further that in no event shall a Subsidiary Guarantor be obligated to
pay any Additional Amounts to any Noteholder (i) not resident in the
United States of America, The Netherlands 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 such Subsidiary Guarantor would be obligated to pay
if such Noteholder had been a resident of the United States of America, The
Netherlands 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, The Netherlands or such other
jurisdiction and the relevant Taxing Jurisdiction or (ii) to any
Noteholder 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 such Subsidiary Guarantor shall have given timely notice
of such law or interpretation to such Noteholder.


 


13

















 


By
acceptance of any Note, each Noteholder 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 a
Subsidiary Guarantor all such forms, certificates, documents and returns
provided to such Noteholder by such Subsidiary Guarantor (which, on the date of
the Closing, consist solely of the Exemption Form and related
documentation and affidavits contemplated by the Depository Agreement and the
instructions for completing the same and are referred to herein collectively as
the “Depository Agreement  Forms”) required to be filed by or on behalf of such
Noteholder 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 or The
Netherlands and such Taxing Jurisdiction (collectively, together with
instructions for completing the same, “Forms”) and
(y) provide any Subsidiary Guarantor with such information with respect to
such Noteholder as such Subsidiary Guarantor may reasonably request in order to
complete any such Forms; provided that
such Subsidiary Guarantor shall have provided such Forms (and/or made such
request for information) at least 60 days prior to the time such Forms are
required to be filed or information is required to be delivered in order to
avoid the imposition of withholding or deductions for Taxes that would give
rise to liability of the Company hereunder for payment of Additional Amounts
(or, in the case of a subsequent Noteholder, within 21 days after the date on
which the relevant Notes are delivered to the Company under Section 14.2
of the Note Purchase Agreement for registration of transfer or exchange); provided further that nothing in this Section 14 shall
require any Noteholder to provide information with respect to any such
Form or otherwise if in the opinion of such Noteholder such Form or
disclosure of information would involve the disclosure of tax return or other
information that is confidential or proprietary to such Noteholder, and
provided further that each such Noteholder shall be deemed to have complied
with its obligation under this paragraph with respect to (A) all
Depository Agreement Forms if it shall have become a party to the Depository
Agreement and complied with the terms thereof (including, without limitation,
procedures for deposit of the Notes and delivery of a completed Exemption Form)
and (B) any other Form if such Form shall have been duly
completed and delivered by such Noteholder to such Subsidiary Guarantor or
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
such Subsidiary Guarantor (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.


 


In
connection with the transfer of any Note each Subsidiary Guarantor will furnish
the transferee of such Note with copies of any Forms (including, without
limitation, the Depository Agreement Forms) then required and English
translations thereof.  Such Forms shall
be completed by the  transferee of any
Note at least 90 days prior to the relevant Interest Payment Date.


 


If
any payment is made by any Subsidiary Guarantor to or for the account of any
Noteholder after deduction for or on account of any Taxes, and increased
payments are made by such Subsidiary Guarantor pursuant to this
Section 14, then, if such Noteholder at its sole discretion determines
that it has received or been granted a refund of such Taxes, such Noteholder
shall, to the extent that it can do so without prejudice to the retention of the
amount of such refund,


 


14

















 


reimburse
to such Subsidiary Guarantor such amount as such Noteholder 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 Noteholder of any Note to arrange its tax
affairs in whatever manner it thinks fit and, in particular, no Noteholder
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 Noteholder to disclose any information relating to
its tax affairs or any computations in respect thereof.


 


Each
Subsidiary Guarantor will furnish the Noteholders, promptly and in any event
within 60 days after the date of any payment by such Subsidiary Guarantor of
any Tax in respect of any amounts paid under this Subsidiary Guarantee, 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 such Subsidiary
Guarantor, 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 Noteholder.


 


If
any Subsidiary Guarantor 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 such Subsidiary Guarantor would be required to pay any Additional Amount
under this Section 14, 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 any Noteholder, and such Noteholder pays such liability, then
such Subsidiary Guarantor will promptly reimburse such Noteholder for such
payment (including any related interest or penalties to the extent such
interest or penalties arise by virtue of a default or delay by such Subsidiary
Guarantor) upon demand by such Noteholder accompanied by an official receipt
(or a duly certified copy thereof) issued by the taxation or other authority of
the relevant Taxing Jurisdiction.


 


If
any Subsidiary Guarantor makes payment to or for the account of any Noteholder
and such Noteholder 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 Noteholder shall, as soon as practicable after receiving
written request from such Subsidiary Guarantor (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 such
Subsidiary Guarantor, subject, however, to the same limitations with respect to
Forms as are set forth above.


 


The
obligations of each Subsidiary Guarantor under this Section 14 shall
survive the payment or transfer of any Note and the provisions of this
Section 14 shall also apply to successive transferees of the Notes.


 


15.       JUDGMENT CURRENCY INDEMNITY.


 


Any
payment on account of an amount that is payable hereunder in the currency of
any jurisdiction (the “Applicable Currency”)
which is made to or for the account of any Noteholder in lawful currency of any
other jurisdiction (the “Other Currency”)
whether as a result of any


 


15

















 


judgment
or order or the enforcement thereof or the realization of any security or the
liquidation of any Subsidiary Guarantor shall constitute a discharge of such
Subsidiary Guarantor’s obligation under this Subsidiary Guarantee only to the
extent of the amount of the Applicable Currency which such Noteholder 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 Saturday) on which banks in New York are
generally open for business following receipt of the payment first referred to
above.  If the amount of the Applicable
Currency that could be so purchased on such date is less than the amount of the
Applicable Currency originally due to such Noteholder, such Subsidiary
Guarantor shall indemnify and save harmless such Noteholder from and against all
loss or damage arising out of or as a result of such deficiency.  This indemnity shall constitute an obligation
separate and independent from the other obligations contained in this
Subsidiary Guarantee, shall give rise to a separate and independent cause of
action, shall apply irrespective of any indulgence granted by any Noteholder
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 any judgment or order.


 


16.       TERMINATION OR RELEASE.


 


This
Subsidiary Guarantee and the guarantee made herein by each Subsidiary Guarantor
with respect to the Guaranteed Obligations shall terminate and each Subsidiary
Guarantor shall be automatically released from all such Guaranteed Obligations
hereunder upon the indefeasible full payment in cash and discharge of all
amounts payable under the Notes and all other amounts payable under the Note
Purchase Agreement and this Subsidiary Guarantee.


 


17.       HEADINGS.


 


The
descriptive headings of the several Sections of this Subsidiary Guarantee are
inserted for convenience only and do not constitute a part of this Subsidiary
Guarantee.


 


18.       COUNTERPARTS.


 


This
Subsidiary Guarantee 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.


 


19.       SURVIVAL OF REPRESENTATIONS AND
WARRANTIES.


 


All
representations and warranties contained herein or made in writing by or on
behalf of the Subsidiary Guarantors in connection herewith shall survive the
execution and delivery of the Notes and this Subsidiary Guarantee.


 


20.       SEVERABILITY.


 


Any
provision of this Subsidiary Guarantee 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


 


16

















 


unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate
or render unenforceable such provision in any other jurisdiction.


 


21.       DEFINITIONS.


 


Capitalized
terms not otherwise defined herein shall have the meaning provided in the Note
Purchase Agreement.


 


[signature page follows]


 


17

















 


Execution Version


 


IN
WITNESS WHEREOF each Subsidiary Guarantor has caused this Subsidiary Guarantee
to be executed the day and year first above written.


 


 


	
   

  	
  LUXOTTICA
  S.r.l.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  VITO GIANNOLA

  
	
   

  	
  Name:

  	
  Vito
  Giannola

  
	
   

  	
  Title:

  	
  Special
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LUXOTTICA
  U.S. HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  VITO GIANNOLA

  
	
   

  	
  Name:

  	
  Vito
  Giannola

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DANIEL SOCCI

  
	
   

  	
  Name:

  	
  Daniel
  Socci

  
	
   

  	
  Title:

  	
  Vice
  President of Administration & Tax

  



 

















 


Execution Version


ANNEX A


to Subsidiary Guarantee


 


NAME AND
ADDRESS OF SUBSIDIARY GUARANTOR


 


	
  SUBSIDIARY GUARANTOR

  	
   

  	
  ADDRESS

  
	
   

  	
   

  	
   

  
	
  Luxottica
  S.r.l.

  	
   

  	
  Luxottica S.r.l.

  Via C. Cantù 2

  Milan 20123, ITALY

  Attn: Enrico Cavatorta

  
	
  Luxottica
  U.S. Holdings Corp.

  	
   

  	
  Luxottica
  U.S. Holdings Corp.

  44
  Harbor Park Drive

  Port
  Washington, NY 11050

  Attn: Vito Giannola

  



 

















 


ANNEX B


to Subsidiary Guarantee


 


FORM OF
INSTRUMENT OF ACCESSION

TO SUBSIDIARY GUARANTEE


 


INSTRUMENT
OF ACCESSION dated
                ,
          , made by [name of
new Subsidiary Guarantor], a company organized under the laws of
                    
(the “Acceding Subsidiary Guarantor”) in
respect of the Subsidiary Guarantee dated September 30, 2010 (as amended,
restated or otherwise modified from time to time, the “Subsidiary
Guarantee”) made from the Subsidiary Guarantors set forth therein to
the Noteholders (as defined therein). Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Subsidiary
Guarantee.


 


1.             Assumption.  The Acceding Subsidiary Guarantor hereby expressly
assumes and agrees, with effect from and after the date hereof, to perform and
observe each and every one of the covenants, conditions, obligations, duties
and liabilities applicable to a “Subsidiary Guarantor” under the Subsidiary
Guarantee, jointly and severally with all other Subsidiary Guarantors under the
Subsidiary Guarantee, as if the Acceding Subsidiary Guarantor had been an
original party thereto.  All references
to any Subsidiary Guarantor in the Note Purchase Agreement, the Notes, the Subsidiary
Guarantee or any document, instrument or agreement executed and delivered or
furnished in connection therewith shall be deemed to be and include references
to the Acceding Subsidiary Guarantor.


 


2.             Representations
and Warranties.  The Acceding
Subsidiary Guarantor jointly and severally represents and warrants to each
Noteholder as of the date hereof as follows:


 


2.1                               Organization; Power and Authority.  It is a company or corporation duly organized
and validly existing under the laws of its jurisdiction of formation, and is
duly qualified as a foreign company or corporation and is in good standing in
each jurisdiction in which such qualification is required by applicable law,
other than those jurisdictions as to which the failure to be so qualified or
validly existing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
It 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, to execute and deliver this Instrument of Accession and the
Subsidiary Guarantee and to perform the provisions hereof.


 


2.2                               Authorization, etc.
This Instrument of Accession and the Subsidiary Guarantee has been duly
authorized by all necessary corporate action, and constitutes a legal, valid
and binding obligation of it enforceable against it in accordance with its
terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (b) general
principles of equity


 


20

















 


(regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


2.3                               Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by such Acceding Subsidiary
Guarantor of this Instrument of Accession and the Subsidiary Guarantee will not
(a) 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 such Acceding
Subsidiary Guarantor under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any other
agreement or instrument to which it is bound or by which it or any of its
properties may be bound or affected, (b) 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 such Acceding Subsidiary Guarantor or (c) violate any provision of any
statute or other rule or regulation of any Governmental Authority
applicable to such Acceding Subsidiary Guarantor; except, in each case, any
such breach, default, conflict, violation or Lien that would not reasonably be
expected to have a Material Adverse Effect.


 


2.4                               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 such
Acceding Subsidiary Guarantor of this Instrument of Accession or the Subsidiary
Guarantee, except for information filings made with the SEC pursuant to the
Exchange Act.


 


2.5                               Solvency.  The Acceding Subsidiary Guarantor is, and
upon execution and delivery of this Instrument of Accession and the Subsidiary
Guarantee will be (a) Solvent and (b) 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). 
As used herein, the term “Solvent” means, with respect to the any
Acceding Subsidiary Guarantor on a particular date, that on such date
(i) the fair market value of the assets of such entity is greater than the
total amount of liabilities (including contingent liabilities) of the entity,
(ii) the present fair saleable value of the assets of such entity is
greater than the sum of stated liabilities and identified contingent
liabilities, (iii) such entity is able to realize upon its assets and pay
its debts and other liabilities, including contingent obligations, as they
mature, (iv) such entity does not have unreasonably small capital and
(v) such entity is not unable to or has not been deemed to be unable to
pay its debts as they fall due.


 


2.6                               Corporate Benefit.  The financing obtained through the Notes has
materially benefited (and continues to materially benefit) the Acceding
Subsidiary Guarantors as members of the Group, since it has effected and
continues to effect a strengthening of the financial structure of the Group
through an extension of the duration of existing financing arrangements.


 


21

















 


3.             Information.


 


Address:


 


Telephone:


 


Facsimile:


 


4.             Governing Law.  This Instrument of Accession 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.


 


5.             Agent for Service of Process.  The Acceding Subsidiary Guarantor hereby
appoints Luxottica U.S. Holdings Corp., with offices on the date hereof at 44
Harbor Park Drive, Port Washington, NY 11050 as its authorized agent upon which
process may be served in any suit, action or proceeding in accordance with the
terms of Section 9 of the Subsidiary Guarantee.


 


IN
WITNESS WHEREOF, the Acceding Subsidiary Guarantor has caused this Instrument
of Accession to be duly executed and delivered as of the day and year first
above written.


 


 


[ACCEDING
SUBSIDIARY GUARANTOR]


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


22