EXHIBIT 4.16


 


Euro 250,000,000.00 revolving credit agreement (the Credit Agreement)
entered into on 29 May 2008 in Lugano (Switzerland) by and between
Luxottica Group S.p.A., as borrower, Luxottica US Holdings Corporation, as
guarantor, Intesa Sanpaolo S.p.A., as facility agent and lender, Banca Popolare
di Vicenza S.c.p.A., as lender, and Banca Antonveneta S.p.A., as lender.


 


Summary of the main commercial terms and
conditions (English Language Summary)


 


	
  Borrower:

  	
  Luxottica Group S.p.A. 

  
	
   

  	
   

  
	
  Guarantor:

  	
  Luxottica US Holdings Corporation 

  
	
   

  	
   

  
	
  Group: 

  	
  Luxottica
  Group S.p.A and its subsidiaries

  
	
  Material Subsidiary

  	
  A subsidiary of the Borrower whose total
  assets or turnover (excluding intra-Group items) equal or exceed 5 per cent
  of the consolidated total assets or turnover of the Group. For this purpose:

  
	
   

  	
   

  
	
   

  	
  (a) the
  total assets or turnover of a subsidiary of the Borrower will be determined
  from its financial statements (consolidated if it has subsidiaries) upon
  which the latest audited financial statements of the Group have been based;

  
	
   

  	
   

  
	
   

  	
  (b) if
  a subsidiary of the Borrower becomes a member of the Group after the date on
  which the latest consolidated financial statements or the consolidated
  quarterly financial statements (as the case may be) of the Group have been
  prepared, the total assets or turnover of that Subsidiary will be determined
  from its latest financial statements;

  
	
   

  	
   

  
	
   

  	
  (c) the
  consolidated total assets or turnover of the Group will be determined from
  the latest consolidated financial statements or consolidated quarterly
  financial statements (as the case may be), adjusted on any quarter date
  (where appropriate) to reflect the total assets or turnover of any company or
  business subsequently acquired or disposed of; and

  
	
   

  	
   

  
	
   

  	
  (d) if
  a Material Subsidiary disposes of all or substantially all of its assets to
  another subsidiary of the Borrower, it will immediately cease to be a
  Material Subsidiary and the other subsidiary (if it is not already) will
  immediately become a Material Subsidiary; the subsequent financial statements
  of those subsidiaries and the Group will be used to determine whether those
  subsidiaries are Material Subsidiaries or not.

  
	
   

  	
   

  
	
  Facility Agent 

  	
  Intesa
  Sanpaolo S.p.A.

  
	
   

  	
   

  
	
  Lenders:

  	
  Intesa Sanpaolo S.p.A., for a
  maximum amount equal to Euro 150,000,000.00

  
	
   

  	
   

  
	
   

  	
  Banca Popolare di Vicenza S.c.p.A., for a maximum
  amount equal to Euro 50,000,000.00

  



 


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  Banca Antonveneta S.p.A.,
  for a maximum amount equal to Euro 50,000,000.00

  
	
   

  	
   

  
	
  Facility and Maximum Amount: 

  	
  Euro 250,000,000 revolving credit facility.

  
	
   

  	
   

  
	
  Purpose:

  	
  Financing of capital expenditures of the Borrower
  and of working capital of the Group.

  
	
   

  	
   

  
	
  Final Maturity Date:

  	
  5 years from the date of execution of documentation
  for the Facility (the Signing Date).
  

  
	
   

  	
   

  
	
  Availability Period:

  	
  3 years from the Signing Date.

  
	
   

  	
   

  
	
  Repayment:

  	
  The amounts outstanding under the Facility
  as at the end of the Availability Period will be repaid in 8 (eight)
  quarterly instalments as set out in the grid below:

  



 


	
  Repayment Date

  	
   

  	
  % Amount of the Facility to be repaid

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  29 August 2011

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  29 November 2011

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  29 February 2012

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  29 May 2012

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  29 August 2012

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  29 November 2012

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  1 March 2013

  	
   

  	
  12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  29 May 2013

  	
   

  	
  16

  	
  %

  



 


	
  Interest Rate:

  	
  The aggregate of (i) the relevant of
  the Interest Rate Basis and (ii) the applicable Margin

  
	
   

  	
   

  
	
  Interest Rate Basis:

  	
  Euro Interbank Offered Rate (EURIBOR)

  
	
   

  	
   

  
	
  Margin:

  	
  From the Signing Date up to and including
  30 September 2008, the Margin will be 60 bps.

   

  From 1 October 2008 onwards, the
  Margin will be adjusted quarterly as set out in the grid below and determined
  by reference to the consolidated financial statements or consolidated
  quarterly financial statements (as the case may be) of the Group which shall
  be based on US GAAP:

  



 


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  Consolidated
  Total Net Debt/

  Consolidated EBITDA

  	
   

  	
  Margin
  per annum (bps)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <1.5x

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >1.5x and <2.0x

  	
   

  	
  45

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >2.0x and <2.5x

  	
   

  	
  50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >2.5x and <3.0x

  	
   

  	
  55

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >3.0x

  	
   

  	
  60

  	
   

  



 


	
  Interest Periods:

  	
  1, 2, 3 or 6 months at the option of the
  Borrower or such other periods as may be agreed.

  
	
   

  	
   

  
	
  Default interest

  	
  150 bps

  
	
   

  	
   

  
	
  Arrangement and

  	
  Euro 875,000.00 entirely payable at the
  Signing Date as follows:

  
	
   

  	
   

  
	
  Underwriting Fee

  	
  (i) Euro 525,000.00 to Intesa Sanpaolo S.p.A.;

  
	
   

  	
   

  
	
   

  	
  (ii) Euro 175,000.00 to Banca Popolare di
  Vicenza S.c.p.A.;

  
	
   

  	
   

  
	
   

  	
  (iii) Euro 175,000.00 to Banca Antonveneta S.p.A.  

  
	
   

  	
   

  
	
  Agency Fee

  	
  Euro 25,000.00 payable to the Facility Agent
  annually in advance.

  
	
   

  	
   

  
	
  Commitment Fee: 

  	
  From the date falling 30 days after the Signing Date
  up to and including the end of the Availability Period, 1/3 of the applicable
  Margin payable quarterly in arrears on the available undrawn amount of the
  Facility.

  
	
   

  	
   

  
	
  Cancellation/Prepayment: 

  	
  (a) Voluntary Cancellation and
  Prepayment: The Borrower will be
  allowed to cancel without penalty in whole or in part in respect of the
  undrawn amount of the Facility in minimum amounts of Euro 10 million and
  multiples of Euro 5 million subject to 5 business days irrevocable notice to
  the Facility Agent. In addition amounts outstanding under the Facility may be
  prepaid without penalty in minimum amounts of Euro 10 million and multiples
  of Euro 5 million or in an amount equal to the outstanding amount of the
  Facility, subject to 5 business days irrevocable notice to the Facility Agent
  and the payment of breakage costs if applicable.

  
	
   

  	
   

  
	
   

  	
  (b) Increased Costs, Tax Gross Up and
  Tax indemnity:  the Borrower may cancel the commitment of
  and prepay any Lender that makes a claim under these provisions or require
  the Lender to transfer its commitment and participation to one or more
  existing or newly introduced Lender(s) willing to assume it.

  
	
   

  	
   

  
	
  Mandatory Prepayment:

  	
  Mandatory prepayment on:

  (a) Change of
  Control: the Facility shall be repayable in full only if (i) a
  

  



 


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  person or an entity or various persons or
  entities acting in concert and not related to the Del Vecchio family or any
  entity in which the Del Vecchio family has a beneficial interest acquires
  control of the Luxottica Group S.p.A., and (ii) the majority lenders
  (being lenders representing in aggregate an interest in 66 2/3 per cent. of
  the Facility) determine that such entity or entities acting in concert are of
  reputation that gives them reason to believe that the Facility will not be
  repaid as and when due.

  
	
   

  	
   

  
	
   

  	
  For the purposes of this paragraph, control has the meaning given to it pursuant to article
  2359 of the Italian civil code and article 93 of the consolidated financial
  act (d.lgs. 24 February 1998, n. 58); and

  
	
   

  	
   

  
	
   

  	
  (b) Illegality:
  as a result of illegality unless the illegality can be resolved by the
  relevant Lender transferring its participation to one or more existing or
  newly introduced Lender(s) willing to assume it, in which case it must
  do so at the Borrower’s request.

  
	
   

  	
   

  
	
  Financial Statements:

  	
  Luxottica Group S.p.A. shall supply to the
  Facility Agent, among other things:

  
	
   

  	
   

  
	
   

  	
  a)

  	
  its annual audited consolidated financial
  statements based on US GAAP; and

  
	
   

  	
   

  
	
   

  	
  b)

  	
  its quarterly consolidated financial
  statements based on US GAAP.

  
	
   

  	
   

  
	
  Financial Covenants:

  	
  1) Consolidated Total Net Debt to
  Consolidated EBITDA not to exceed or be equal to 3.5x times.

  
	
   

  	
   

  
	
   

  	
  2) Consolidated EBITDA to Consolidated Net
  Finance Charges not to fall below 5.0x times.

  
	
   

  	
   

  
	
   

  	
  Financial Covenants shall be tested
  quarterly for each financial year on the basis of the consolidated financial
  statements of Luxottica Group S.p.A. which shall based on US GAAP.

  
	
   

  	
   

  
	
   

  	
  For the
  purpose of the financial covenants:

  
	
   

  	
   

  
	
   

  	
  Consolidated
  EBITDA means, in respect of any relevant period, the consolidated income from
  operations of the Group for that relevant period after adding back all
  amounts for operations for amortisation and extraordinary or non-recurring
  items, as determined from the consolidated financial statements or the
  consolidated quarterly financial statements (as the case may be). It
  includes, on a pro-forma basis, also the relevant results of each other company
  or business acquired by a member of the Group in the course of a relevant
  period.

  
	
   

  	
   

  
	
   

  	
  Consolidated
  Net Finance Charges means, for any relevant period, the consolidated amount
  of interest expense of the Group, minus interest income.

  



 


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  Consolidated
  Total Net Debt means, for any relevant period, as determined from the
  consolidated financial statements or the consolidated quarterly financial
  statements (as the case may be), the sum of:

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  bank
  overdrafts; plus

  
	
   

  	
   

  
	
   

  	
  (ii)

  	
  current
  portion of long term notes; plus

  
	
   

  	
   

  
	
   

  	
  (iii)

  	
  current
  portion of long term debt; plus

  
	
   

  	
   

  
	
   

  	
  (iv)

  	
  long
  term notes; plus

  
	
   

  	
   

  
	
   

  	
  (v)

  	
  long term debt,

  
	
   

  	
   

  
	
   

  	
  less:

  
	
   

  	
   

  
	
   

  	
  (vi)

  	
  cash and cash equivalents; and

  
	
   

  	
   

  
	
   

  	
  (vii)

  	
  cash held as security against loans and
  other bank indebtedness.

  
	
   

  	
   

  
	
  Taxes and other Deductions:

  	
  All payments will be made by the Borrower
  (subject to deductions usual conditions) free and clear of any taxes, levies,
  duties and any other deductions whatsoever imposed.

  
	
   

  	
   

  
	
  Representations and warranties 

  	
  (a) duly incorporation of the Borrower
  and validly existence under the law of its jurisdiction of incorporation

  
	
   

  	
   

  
	
   

  	
  (b) power and authority of the
  Borrower to enter into the Finance Documents

  
	
   

  	
   

  
	
   

  	
  (c) legal, valid and binding
  obligations assumed by the Borrower in the Finance Documents subject to usual
  legal reservations

  
	
   

  	
   

  
	
   

  	
  (d) non-conflict of the Finance
  Documents with laws and regulations applicable to the Borrower, its by-laws
  and other obligations binding for the Borrower or its assets

  
	
   

  	
   

  
	
   

  	
  (e) all authorisations for the
  execution of the Finance Documents by the Borrower in place

  
	
   

  	
   

  
	
   

  	
  (f) most recent consolidated financial
  statements delivered to the Facility Agent prepared in accordance with US
  GAAP and fairly representing the financial conditions of the Borrower

  
	
   

  	
   

  
	
   

  	
  (g) no adverse circumstance relating
  to validity, subsistence or use of any of the intellectual property of the
  Borrower or of any Material Subsidiary which could reasonably be expected to
  have a Material Adverse Effect

  
	
   

  	
   

  
	
   

  	
  (h) no default by the Borrower or a
  Material Subsidiary under any other agreement or instrument which could
  reasonably be expected to have a Material Adverse Effect

  



 


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  (i) no
  litigation - other than the one reported in the consolidated financial
  statement relating to financial year 2007 - started or threatened in writing
  against the Borrower or any of its subsidiaries which are reasonably likely
  to be adversely determined and, if adversely determined, are likely to have a
  Material Adverse Effect

  
	
   

  	
   

  
	
   

  	
  (j) no insolvency proceedings or
  voluntary liquidation procedure started or pending vis-à-vis the Borrower or
  any of its subsidiaries

  
	
   

  	
   

  
	
   

  	
  (k) no contractual subordination of
  the obligations of the Borrower under the Finance Documents to other monetary
  obligations save for privileges created by operation of law

  
	
   

  	
   

  
	
   

  	
  (l) no Event of Default outstanding or
  reasonably be expected to result from the making of any Utilisation

  
	
   

  	
   

  
	
   

  	
  (m) factual information given by the
  Borrower to the Facility Agent and the Lenders pursuant to the Credit
  Agreement truth and substantially accurate as at the moment it is given

  
	
   

  	
   

  
	
  General undertakings 

  	
  (a) no substantial change of business
  of the Borrower from that carried on as at the date of the Credit Agreement
  if such change is reasonably likely to have a Material Adverse Effect

  
	
   

  	
   

  
	
   

  	
  (b) no demerger, merger or corporate
  reconstruction of the Borrower or its Material Subsidiary save for, inter
  alia, the ones permitted by the Majority Lenders or carried out on solvent
  basis

  
	
   

  	
   

  
	
   

  	
  (c) no loans made or guarantees given
  by any member of the Group (except the Borrower and the Guarantor) to third
  parties save for, inter alia, loans made to other members of the Group and
  guarantees given in the interest of other members of the Group

  
	
   

  	
   

  
	
   

  	
  (d) compliance by the Borrower with
  laws applicable to it, if failure so to comply is reasonably likely to have a
  Material Adverse Effect

  
	
   

  	
   

  
	
   

  	
  (e) maintaining and not terminating by
  the Borrower and its subsidiaries the intellectual property which is
  necessary for the business of Group save when failure to do so is reasonably
  likely to have a Material Adverse Effect

  
	
   

  	
   

  
	
   

  	
  (f) compliance by the Borrower with
  applicable environmental laws and obtaining and maintaining by it of any
  environmental permits applicable where failure to do so is reasonably likely
  to have a Material Adverse Effect.

  
	
   

  	
   

  
	
   

  	
  (g) maintaining by the members of the
  Group of insurances on and in relation to its business and assets to the
  extent as is usual for companies carrying on the same or substantially
  similar business

  



 


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  (h) arm’s length basis complied with
  in transactions entered into between members of the Group

  
	
   

  	
   

  
	
   

  	
  (i) cooperation by the Borrower with
  the Facility Agent in assessing the circumstances giving rise to an Event of
  Default

  
	
   

  	
   

  
	
   

  	
  (j) no sale, lease, transfer or other
  disposals of any asset by any member of the Group save for, inter alia, the
  ones made in the ordinary course of the business of the disposing entity

  
	
   

  	
   

  
	
   

  	
  (k) duly and timely payment of taxes
  imposed upon the Borrower where failure to do so is reasonably likely to have
  a Material Adverse Effect (save to the extent that payment is being contested
  in good faith or such payment can be lawfully withheld)

  
	
   

  	
   

  
	
   

  	
  (l) no segregation of assets by the
  Borrower or any of its subsidiaries incorporated in Italy pursuant to
  Articles 2447 bis and 2447 ter of the Italian civil code

   

  (m) neither change of the centre of
  main interests of the Borrower nor set up of its establishments in countries
  other than Italy 

  
	
   

  	
   

  
	
  Events of default

  	
  (a) no timely and duly payment by the
  Borrower of any amount payable pursuant to a Finance Document save for, inter
  alia, strikes in the banking sector

  
	
   

  	
   

  
	
   

  	
  (b) non-satisfaction of financial
  covenants

  
	
   

  	
   

  
	
   

  	
  (c) violation of any obligation under
  a Finance Documents (other than the ones under letters (a) and (b) above)
  by the Borrower where such violation, if capable of remedy, is not remedied
  within 15 business days after the earlier to occur of the date the Facility
  Agent has given written notice thereof to the Borrower and the date the
  Borrower has actual knowledge thereof

  
	
   

  	
   

  
	
   

  	
  (d) misrepresentation in violation of
  any Finance Document by the Borrower where such misrepresentation, if capable
  of remedy, is not remedied within 15 business days after the earlier to occur
  of the date the Facility Agent has given written notice thereof to the
  Borrower and the date the Borrower has actual knowledge thereof

  
	
   

  	
   

  
	
   

  	
  (e) the Borrower ceasing or
  threatening in writing to cease to carry on all or a substantial part of its
  business other than as a result of a merger or intra-group reorganisation
  permitted under the terms of the Credit Agreement

  
	
   

  	
   

  
	
   

  	
  (f) the Borrower or any Material
  Subsidiary becoming insolvent or entering into rescheduling agreements or a
  moratorium being declared vis-à-vis any of their indebtedness

  
	
   

  	
   

  
	
   

  	
  (h) an insolvency proceeding (save for
  it is contested diligently and in 

  



 


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  good faith and withdrawn or rejected within
  90 days) or a composition with creditors or a liquidation started or entered
  into or resolved (as the case may be) by Borrower or any Material Subsidiary

  
	
   

  	
   

  
	
   

  	
  (i) any creditor’s process (procedura esecutiva) towards assets of a member of the
  Group having an aggregate value of €25,000,000 save for it is contested
  diligently and in good faith and withdrawn or rejected  within 90 days

  
	
   

  	
   

  
	
   

  	
  (j) start of a litigation towards any
  member of the Group which is reasonably likely to be adversely determined,
  and if so determined is likely to have a Material Adverse Effect

  
	
   

  	
   

  
	
   

  	
  (k) cross-default in respect of any
  financial indebtedness of the Borrower or of any Material Subsidiary save for
  the aggregate amount of the relevant financial indebtedness being lower than
  Euro 25,000,000.00

  
	
   

  	
   

  
	
   

  	
  (l) unlawfulness of any Finance
  Document save for it is due to wilful misconduct or gross negligence of the
  Lenders or the Facility Agent

  
	
   

  	
   

  
	
  Material Adverse Effect

  	
  A material
  adverse effect on:

  
	
   

  	
   

  
	
   

  	
  (a) the
  business, or financial condition of the Group taken as a whole;

  
	
   

  	
   

  
	
   

  	
  (b) the
  ability of the Borrower to perform its payment obligations under the Finance
  Documents; or

  
	
   

  	
   

  
	
   

  	
  (c) the
  validity or enforceability of the Finance Documents or the rights or remedies
  of any Lender or the Facility Agent under the Finance Documents

  
	
   

  	
   

  
	
  Miscellaneous Provisions:

  	
  The Facility Agreement contains provisions
  standard for investment grade financing relating to, among other things,
  set-off, expenses and indemnities, evidence, communications, amendments and
  waivers, confidentiality.

  
	
   

  	
   

  
	
  Governing Law: 

  	
  Italian Law

  
	
   

  	
   

  
	
  Exclusive jurisdiction

  	
  Court of Milan. Lenders and the Facility
  Agent may also sue the Borrower before any other competent court.

  



 


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