Exhibit 4.27


 


CONFORMED
COPY


 


SUBSCRIPTION AGREEMENT


 


 


DATED
9 NOVEMBER 2010


 


LUXOTTICA
GROUP S.p.A.


 


€500,000,000
4.00 per cent. Guaranteed Notes due 2015


 


unconditionally
and irrevocably guaranteed by


 


LUXOTTICA
U.S. HOLDINGS CORP.


 


and


 


LUXOTTICA
S.r.l.


 


 





 


Italy


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Subscription

  	
   

  	
  3

  
	
  2.

  	
  Closing

  	
   

  	
  4

  
	
  3.

  	
  Undertakings

  	
   

  	
  4

  
	
  4.

  	
  Commissions

  	
   

  	
  5

  
	
  5.

  	
  Expenses

  	
   

  	
  5

  
	
  6.

  	
  Representations and Warranties of the Issuer and the Guarantors

  	
   

  	
  6

  
	
  7.

  	
  Listing

  	
   

  	
  10

  
	
  8.

  	
  Conditions

  	
   

  	
  10

  
	
  9.

  	
  Joint Lead Managers’ Representations, Warranties and Undertakings

  	
   

  	
  11

  
	
  10.

  	
  Stabilisation

  	
   

  	
  13

  
	
  11.

  	
  No
  Fiduciary Duties

  	
   

  	
  14

  
	
  12.

  	
  Termination

  	
   

  	
  15

  
	
  13.

  	
  Notices

  	
   

  	
  15

  
	
  14.

  	
  Governing Law and Jurisdiction

  	
   

  	
  16

  
	
  15.

  	
  Miscellaneous

  	
   

  	
  16

  



 

















 


THIS AGREEMENT is made on 9 November 2010
BETWEEN:


 


(1)                                  LUXOTTICA
GROUP S.p.A., a company incorporated under the laws of the Republic of Italy;


 


(2)                                  LUXOTTICA
U.S. HOLDINGS CORP., a company incorporated under the laws of the State
of Delaware;


 


(3)                                  LUXOTTICA
S.r.l., a company incorporated under the laws of the Republic of Italy; and


 


(4)                                  BNP PARIBAS, BANCA IMI
S.p.A., DEUTSCHE BANK AG, LONDON
BRANCH and MEDIOBANCA — BANCA DI
CREDITO FINANZIARIO S.p.A.  (together, the Joint Lead Managers).


 


WHEREAS:


 


(A)                              LUXOTTICA GROUP S.p.A.
(the Issuer) proposes to issue €500,000,000
4.00 per cent. Guaranteed Notes due 2015 (the Notes,
which expression where the context admits shall include the Global Notes (as
defined below)) to be guaranteed on a joint and several basis by Luxottica U.S.
Holdings Corp. and Luxottica S.r.l. (each a Guarantor
and together the Guarantors).


 


(B)                                The Notes will be in
bearer form in the denominations of €50,000 and integral multiples of €1,000 in
excess thereof up to and including €99,000, and will be constituted by a Trust
Deed (the Trust Deed) between the Issuer, the
Guarantors and BNP Paribas Trust Corporation UK Limited as trustee (the Trustee) and issued subject to and with the benefit of an
Agency Agreement (the Agency Agreement)
between the Issuer, the Guarantors, the Trustee and the agents named
therein.  The terms and conditions (the Conditions) of the Notes are set out at Schedule 2 Part 2
to the Trust Deed.


 


(C)                                In the Trust Deed, each
Guarantor has unconditionally and irrevocably guaranteed (subject to the
provisions and limitations therein contained) on a joint and several basis (a) the
due payment of all sums expressed to be payable by the Issuer under the Trust
Deed, the Agency Agreement, the Notes and the Coupons and (b) the
performance by the Issuer of all of its obligations under the Trust Deed, the
Agency Agreement, the Notes and the Coupons (the obligations of each Guarantor
in that respect are referred to herein as a Guarantee
and together the Guarantees).


 


IT IS AGREED as follows:


 


1.                                      SUBSCRIPTION


 


1.1                                 Subject to the terms
and conditions of this Agreement, the Issuer agrees to issue the
Notes, the Guarantors jointly and severally agree to guarantee all
payments in respect of the Notes (subject to the provisions and limitations
contained in the Trust Deed) and the Joint Lead Managers jointly and severally
agree to subscribe and pay for, or to procure subscriptions and payment for,
the Notes on the Closing Date (as defined below) at a subscription price of
98.918 per cent. of the principal amount of the Notes (the Subscription
Price, being the issue price of 99.468 per cent. less the selling
commission of 0.55 per cent. of the principal amount).


 


1.2                                 The Issuer confirms
that:


 


(a)                                  it has authorised each
of the Joint Lead Managers, on the basis of the Joint Lead Managers’
representations, warranties and undertakings herein contained, to offer Notes
on its behalf to third parties, in each case for subscription at the
Subscription Price;


 


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(b)                                 together with the Guarantors,
it has prepared the prospectus dated 9 November 2010 (the Prospectus) and hereby authorises the Joint Lead Managers to
distribute copies of the Prospectus in connection with the offering of the
Notes, copies of the prospectus in preliminary form dated 27 October 2010
(the Preliminary Prospectus) having already
been distributed with the consent of the Issuer and the Guarantors, in each
case subject to the provisions of clause 9; and


 


(c)                                  the Issuer and the
Guarantors have approved the arrangements made on their behalf by the Joint
Lead Managers for announcements in respect of the Notes to be published on such
dates and in such newspapers or other publications as may be agreed with the
Joint Lead Managers.


 


1.3                                 The execution of this
Subscription Agreement by or on behalf of all parties will constitute
acceptance by each Joint Lead Manager of the IPMA Agreement Among Managers
Version 1 subject to any amendment notified to such Joint Lead Manager in
writing at any time prior to the earlier of the receipt by BNP Paribas of the
document appointing the authorised signatory of BNP Paribas and its execution
of this Subscription Agreement.


 


2.                                      CLOSING


 


Not later than
3.00 p.m. (London time) (or such other time as may be agreed) on the date
(the Payment Instruction Date) that is the
business day (being a day on which banks are open for business in London) prior
to the Closing Date, the Issuer will deliver a duly executed temporary global
note (the Temporary  Global Note)
initially representing the Notes and a duly executed permanent global note (the
Permanent Global Note and, together
with the Temporary Global Note, the Global Notes),
each in or substantially in the form provided in the Trust Deed, to a common
depositary (the Common Depositary) for Euroclear
Bank S.A./N.V. and for Clearstream Banking, société anonyme, to be held on
terms agreed between the Joint Lead Managers, the Issuer and the Common
Depositary.


 


2.1                                 Against delivery of the
Global Notes the Joint Lead Managers will, on the Payment Instruction Date, give
instructions to the Common Depositary to arrange for the payment to the Issuer
on the Closing Date of the net subscription money for the Notes, namely the sum
of €494,590,000 (representing the Subscription Price).


 


2.2                                 For the purposes of
this Agreement, Closing Date shall mean 10.00 a.m.
(London time) on 10 November 2010 or such other time and/or date as the
Issuer and the Joint Lead Managers may agree.


 


3.                                      UNDERTAKINGS


 


3.1                                 Each of the Issuer and
the Guarantors severally undertakes (each with respect to itself unless
otherwise specified) with the Joint Lead Managers that:


 


(a)                                  it will, and the Issuer
undertakes that it will also procure that each Guarantor will, on or before the
Payment Instruction Date execute the Trust Deed and the Agency Agreement;


 


(b)                                 the Issuer, failing
which the Guarantors, will bear and pay (i) any stamp or other duties or
taxes on or in connection with the issue and delivery of the Notes and the
execution and delivery of this Agreement, the Trust Deed and the Agency
Agreement (together the Agreements) and
(ii) any value added tax payable in connection with the commissions or
other amounts payable or allowed under this Agreement and otherwise in
connection with the transactions envisaged by this Agreement;


 


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(c)                                  neither the Issuer nor
any Guarantor will, between the date of this Agreement and the Closing Date
(both dates inclusive), without the prior approval of the Joint Lead Managers,
make any announcement which might reasonably be expected to have a material
adverse effect on the marketability of the Notes, except where such
announcement is required to be made forthwith by applicable laws and/or
regulations, in which case it will (to the extent permitted by applicable laws
and regulations and in circumstances where giving such prior notice lawfully in
due time is reasonably practicable) give prior written notice to the Joint Lead
Managers;


 


(d)                                 between the date of
this Agreement and the date falling 60 calendar days after the Closing Date
(both dates inclusive), none of the Issuer, any Guarantor, any other Subsidiary
(as such term is defined in the Conditions) of the Issuer or any arranger,
underwriter, manager or other institution or other person engaged by the Issuer
or the Guarantors or any Subsidiary or acting on its or their behalf will
launch any public offering of any debt securities of the Issuer, any Guarantor
or any Subsidiary in the international or domestic financial markets, except
with the prior written consent of the Joint Lead Managers, such consent not to
be unreasonably withheld;


 


(e)                                  it will deliver to the
Joint Lead Managers, without charge, on the date of this Agreement, and from
time to time, such number of copies of the Prospectus as the Joint Lead
Managers may reasonably request, and will give to the Joint Lead Managers on
the date hereof a copy of the Prospectus signed by a duly authorised officer or
signatory of the Issuer and each Guarantor;


 


(f)                                    prior to admission of
the Notes to trading on the regulated market of the Luxembourg Stock Exchange,
it will not make any amendment or supplement to the Prospectus without the
prior consent of the Joint Lead Managers (such consent not to be unreasonably
withheld or delayed);


 


(g)                                 the Issuer will use the
net proceeds received by it from the issue of the Notes in the manner specified
in the Prospectus; and


 


(h)                                 it will ensure that
proceeds raised in connection with the issue of the Notes will not directly or
indirectly be lent, contributed or otherwise made available to any person or
entity (whether or not related to the Issuer or the Guarantors) for the purpose
of financing the activities of any person or for the benefit of any country
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Department of the Treasury (OFAC).


 


4.                                      COMMISSIONS


 


In consideration
of the agreement by the Joint Lead Managers to act as the managers in relation
to the issue of the Notes and to subscribe and pay for or procure subscriptions
and payment for the Notes as provided above, the Issuer shall pay to the Joint
Lead Managers commissions of 0.55 per cent. of the principal amount of the
Notes (such amount to include the discretionary fee set out in the mandate
letter dated 25 October 2010).  The
Joint Lead Managers shall be entitled to deduct such commissions from the
Subscription Price as provided in clauses 1 and 2.


 


5.                                      EXPENSES


 


5.1                                 Arrangements for the
payment of expenses in connection with the issue of the Notes have been
separately agreed between the Issuer and the Joint Lead Managers in the mandate
letter dated 25 October 2010.


 


5

















 


5.2                                 All payments by the
Issuer or, as the case may be, any Guarantor under this Agreement shall be paid
without set-off or counterclaim, and free and clear of and without deduction or
withholding for or on account of, any present or future taxes, levies, imports,
duties, fees, assessments or other charges of whatever nature, imposed by the
Republic of Italy or the United States of America or by any department, agency
or other political subdivision or taxing authority thereof or therein, and all
interest, penalties or similar liabilities with respect thereto (Taxes), unless such withholding or deduction is required by law.  If any Taxes are required by law to be
deducted or withheld in connection with any such payment, the Issuer or, as the
case may be, the relevant Guarantor will increase the amount paid so that the
full amount of such payment is received by the payee as if no such deduction or
withholding had been made.  In addition,
the Issuer or, failing the Issuer, each Guarantor agrees to indemnify and hold
the Joint Lead Managers harmless against any Taxes which they are required to
pay in respect of any amount paid by the Issuer or, as the case may be, the
relevant Guarantor under this Agreement.


 


6.                                      REPRESENTATIONS
AND WARRANTIES OF THE ISSUER AND THE GUARANTORS


 


6.1                                 As a condition of the
obligation of the Joint Lead Managers to subscribe and pay for or procure subscriptions
and payment for the Notes,  the Issuer
and each Guarantor jointly and severally represents and warrants to the Joint
Lead Managers as follows:


 


(a)                                  that (i) the
audited consolidated annual financial statements of the Issuer for the
financial years ended 31 December 2008 and 31 December 2009 and the
interim consolidated financial statements of the Issuer for the six months
ended 30 June 2009 and 30 June 2010 
incorporated by reference in the Preliminary Prospectus and the
Prospectus: (A) were prepared in accordance with International Financial
Reporting Standards (formerly International Accounting Standards) issued by the
International Accounting Standards Board (IASB) and
interpretations issued by the International Financial Reporting Interpretations
Committee of the IASB (together and as amended, supplemented or re-issued from
time to time, and as implemented in the European Union (IFRS)),
consistently applied; and (B) give a true and fair view of the financial
condition of the Issuer and the group consisting of the Issuer and its
Subsidiaries from time to time (the Group), as at
the dates at which they were prepared and the results of the operations of the
Issuer and the Group in respect of the periods for which they were prepared;
and (ii) there has been no adverse change or development involving a
prospective adverse change in the condition (financial or otherwise), business
affairs, prospects, or results of operations of the Issuer and the Group since
31 December 2009 which is material in the context of the issue of the
Notes;


 


(b)                                 that (i) each of
the Preliminary Prospectus, at the date of its publication, and the Prospectus
contains all material information (in the context of the issue of the Notes)
with respect to the Issuer, the Guarantors, the Group and the Notes (including
all information which, according to the particular nature of the Issuer, the
Guarantor, the Group and of the Notes, is necessary to enable investors to make
an informed assessment of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer, the Guarantors and the Group
and of the rights attaching to the Notes), (ii) the statements of fact
relating to the Issuer, the Guarantors, the Group and the Notes contained in
the Prospectus are, the Preliminary Prospectus, at the date of its publication,
were, any supplement to the Prospectus, at the date of its publication, will
be, and any other material approved in writing by the Issuer for use in the
offering and sale of the Notes, at the date of publication of such material,
was in every material particular true and accurate and not misleading in any
material respect and that there are no other facts in relation to the Issuer,
the Guarantor, the Group and the Notes the omission of which would in the
context of the issue of the Notes make any statement in the Prospectus and/or
the Preliminary Prospectus and/or any such other material, misleading in any
material respect, (iii) the statements of intention, opinion, belief or
expectation 


 


6

















 


contained in the Prospectus are, the Preliminary
Prospectus, at the date of its publication, were, and any supplement to the
Prospectus, at the date of its publication, will be, honestly and reasonably
made or held and (iv) all reasonable enquiries have been and will be made
to ascertain such facts and to verify the accuracy of all such statements;


 


(c)                                  that the Issuer, each
Guarantor and their respective Subsidiaries has been duly incorporated and is
validly existing under the laws of its jurisdiction of incorporation, with full
power and authority to own, lease and operate its properties and conduct its
business in all material respects as described in the Preliminary Prospectus
and the Prospectus and the Issuer and each Guarantor is able lawfully to
execute and perform its obligations under the Notes and the Agreements;


 


(d)                                 that the Issuer, each
Guarantor and their respective Subsidiaries (i) has all licences, permits,
authorisations, consents and approvals, certificates, registrations and orders
(Licences) and has made all necessary
declarations and filings with all government agencies that are necessary to own
or lease its properties and conduct its businesses as described in the
Prospectus and (ii) is conducting its business and operations in
compliance with all applicable laws, regulations and guidelines, except in each
case as would not have an adverse effect on the ability of the Issuer or the
relevant Guarantor to perform their respective obligations under the
Agreements, or which would be material in the context of the issue and offering
of the Notes (a Material Adverse Effect);


 


(e)                                  that the issue of the
Notes (in the case of the Issuer), the giving of the Guarantees (in the case of
each Guarantor) and the execution and delivery of the Agreements by the Issuer
and each Guarantor have been duly authorised by the Issuer and each Guarantor
and that upon due execution, issue and delivery the same will constitute legal,
valid and binding obligations of the Issuer and each Guarantor, enforceable in
accordance with their respective terms subject to the laws of bankruptcy and
other laws affecting the rights of creditors generally;


 


(f)                                    that (i) the
execution, delivery and performance of the Agreements by the Issuer and each
Guarantor, (ii) the issue and sale of the Notes and the performance of the
terms of the Notes by the Issuer and (iii) the giving of the Guarantees by
each Guarantor will not infringe any law or regulation of the Republic of Italy
or the United States of America or, so far as the Issuer and the Guarantors are
aware without independent verification, any other law or regulation and are not
contrary to the provisions of the constitutional documents of the Issuer or any
Guarantor and will not result in any breach of the terms of, or constitute a
default under, any material instrument, agreement or order to which the Issuer
or any Guarantor is a party or by which it or its property is bound;


 


(g)                                 that save as disclosed
in the Preliminary Prospectus and the Prospectus none of the Issuer, any
Guarantor or any of their respective Subsidiaries is involved in any
governmental, legal or arbitration proceedings (including any such proceedings
which are pending or threatened of which the Issuer and the Guarantors are
aware) which may have, or have had in the previous 12 months, a Material
Adverse Effect on the financial position or profitability of the Issuer, the
Guarantors or the Group;


 


(h)                                 that all consents and
approvals of any court, government department or other regulatory body required
by the Issuer or any Guarantor for (i) the execution, delivery and
performance of the Agreements by the Issuer and each Guarantor, (ii) the
issue and sale of the Notes and the performance of the terms of the Notes by
the Issuer and (iii) the giving of the Guarantee by each Guarantor have
been obtained and are unconditional and in full force and effect;


 


7

















 


(i)                                     that upon issue the
Notes will constitute direct, unconditional and (subject as described in the
Conditions of the Notes) unsecured obligations of the Issuer and (subject as
provided above) rank and will rank pari passu,
without any preference among themselves, with all other outstanding unsecured
and unsubordinated obligations of the Issuer, present and future, but, in the
event of insolvency or bankruptcy, only to the extent permitted by applicable
laws relating to creditors’ rights.


 


(j)                                     that the obligations of
each Guarantor under the relevant Guarantee will constitute direct,
unconditional and unsecured obligations of the relevant Guarantor and will rank
pari passu with all other outstanding
unsecured and unsubordinated obligations of the relevant Guarantor, present and
future, but, in the event of insolvency, only to the extent permitted by
applicable laws relating to creditors’ rights, all subject as provided in the
Conditions;


 


(k)                                  that, subject as
described in the Conditions of the Notes and in the Prospectus, (i) payments
of principal and interest on the Notes will be made by the Issuer or the
Guarantors, as the case may be, without withholding or deducting for any taxes,
duties or other charges of whatever nature of the jurisdiction in which it is
incorporated or any political subdivision or authority thereof or therein
having power to tax and (ii) no stamp or other duty or similar tax is
assessable or payable in, and no withholding or deduction for or on account of,
any taxes, duties, assessments or governmental charges of whatever nature is
required to be made by or within the jurisdiction in which it is incorporated
or other subdivision of or authority therein or thereof having power to tax, in
each case in connection with the authorisation, execution, issue, delivery of
or performance of the obligations under the Agreements, the Notes in the case
of the Issuer and the Guarantees (in the case of the Guarantors);


 


(l)                                     that no event has
occurred which would constitute (after the issue of the Notes) an event of
default under the Notes or which with the giving of notice or the lapse of time
or other condition would (after the issue of the Notes) constitute such an
event of default;


 


(m)                               that no action has been
taken or is contemplated by the Issuer, any Guarantor or any of their
respective Subsidiaries (and it is not aware of any action having been taken or
being contemplated by any other person with respect to the Issuer, any
Guarantor or any of their respective Subsidiaries) which may result in the
Issuer or any Guarantor being obliged, under listing requirements or other obligations
to its shareholders generally, to make any information which may be material to
a subscriber for the Notes available to the public prior to the Closing Date;


 


(n)                                 that neither the
Issuer, any Guarantor nor their respective affiliates (as defined in Rule 405
under the U.S. Securities Act of 1933, as amended (the Securities
Act) nor any persons (other than the Joint Lead Managers, as to whom
no representation or warranty is made) acting on its or their behalf have
engaged or will engage in any directed selling efforts (as defined in
Regulation S under the Securities Act) in respect of the Notes;


 


(o)                                 that the Issuer, its
affiliates and any person (other than any Joint Lead Manager, as to whom no
representation or warranty is made) acting on its or their behalf have complied
with and will comply with the offering restrictions requirement of Regulation S
under the Securities Act;


 


(p)                                 that 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,
official of any public international organisation 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 


 


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Practices Act 1977, as amended, assuming in all cases
that such Act applies to the Issuer. Each of the Issuer, any Guarantor and
their respective Subsidiaries has taken reasonable measures (in any event as
required by applicable law) to ensure that it is and will continue to be in
compliance with all applicable current and future anti-corruption laws and
regulations;


 


(q)                                 the operations of the
Issuer, each Guarantor and their respective Subsidiaries are and have been
conducted at all times in compliance with applicable financial record keeping
and reporting requirements pursuant to any applicable money laundering statutes
in the Republic of Italy, the United States of America and of all jurisdictions
in which the Issuer, each Guarantor and their respective Subsidiaries conduct
business, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, Money Laundering Laws)
and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Issuer, any Guarantor
or any of their respective Subsidiaries with respect to Money Laundering Laws
is pending and, to the best of the Issuer’s and each Guarantor’s knowledge, no
such actions, suits or proceedings are threatened or contemplated;


 


(r)                                    that it has not issued
and will not issue, without the prior consent of the Joint Lead Managers, any
press or other public announcement referring to the proposed issue of Notes
unless the announcement adequately discloses that stabilising action may take
place in relation to the Notes and the Issuer authorises BNP Paribas on behalf
of the Joint Lead Managers to make all appropriate disclosure in relation to
stabilisation instead of the Issuer at all times in accordance with the
requirements of applicable laws and regulations; and


 


(s)                                  that the Prospectus has
been published as required by the Prospectus Directive on the date of this
Agreement.


 


6.2                                 Without prejudice to
the other rights or remedies of the Joint Lead Managers, the Issuer and each
Guarantor jointly and severally undertakes to each Joint Lead Manager that if
that Joint Lead Manager or any of its affiliates, directors, officers,
employees, agents or controlling persons (within the meaning of Section 15
of the Securities Act and Section 20 of the U.S. Securities Exchange Act
of 1934, as amended) (together with the Joint Lead Managers, each a Relevant Party) incurs any liability, damages, cost, loss or
expense (including, without limitation, legal fees, costs and expenses) (a Loss) arising out of, in connection with, or based on any
actual or alleged breach of the representations, warranties and undertakings
contained in, or made by the Issuer and/or the Guarantors under, this Agreement
(on the date of this Agreement or on any date when it is deemed to be repeated);
the Issuer or, as the case may be, the relevant Guarantor shall pay to that
Joint Lead Manager on demand an amount equal to such Loss.  No Joint Lead Manager shall have any duty or
obligation, whether as fiduciary or trustee for any Relevant Party or otherwise,
to recover any such payment or to account to any other person for any amounts
paid to it under this subclause 6.2.


 


6.3                                 In case any action
shall be brought against any Relevant Party in respect of which recovery may be
sought from the Issuer and/or the Guarantors, as the case may be, under this
clause 6, the relevant Joint Lead Manager shall promptly notify the Issuer
and/or the relevant Guarantor, as the case may be, in writing but failure to do
so will not relieve the Issuer or the relevant Guarantor from any liability
under this Agreement.


 


6.4                                 The Issuer and each
Guarantor undertakes with the Joint Lead Managers that it will forthwith notify
the Joint Lead Managers of any change affecting any of the above
representations and warranties (assuming and deeming them to have been repeated
at the time of the change) at any time before payment is made to the Issuer on
the Closing Date and that it will take those steps which may be reasonably
requested by the Joint Lead Managers to remedy and/or publicise the change or
event 


 


9

















 


(including, if requested, the publication of a
supplement to the Prospectus).  Upon any
breach of any of the above representations and warranties or any change
rendering any of the above representations and warranties inaccurate or any
such event coming to the notice of the Joint Lead Managers before payment being
made to the Issuer on the Closing Date, the Joint Lead Managers shall be
entitled (but not bound) by notice to the Issuer and the Guarantors to elect to
treat such breach or change or event as (except as otherwise specifically
provided) releasing and discharging the Joint Lead Managers from their
obligations under this Agreement.


 


6.5                                 The above
representations, warranties and indemnity shall continue in full force and
effect in relation to each Joint Lead Manager notwithstanding its actual or
constructive knowledge with respect to any of the matters referred to in the
representations and warranties, the completion of the arrangements set out in
this Agreement for the subscription and issue of the Notes or the termination
of this Agreement pursuant to subclause 6.4, and clause 8 or 11.


 


7.                                      LISTING


 


7.1                                 The Issuer shall, if it
has not already done so, make an application for the Notes to be listed on the
Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock
Exchange’s regulated market.  In
connection with such application, the Issuer shall use reasonable endeavours to
obtain the listing as promptly as practicable and the Issuer and the Guarantors
shall furnish any and all documents, instruments, information and undertakings
that may be necessary or advisable in order to obtain or maintain the listing.


 


7.2                                 The Issuer confirms
that the Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier
(the CSSF) on the date of this
Agreement.


 


7.3                                 If after the approval
of the Prospectus by the CSSF and before the commencement of trading in the
Notes on the Luxembourg Stock Exchange’s regulated market there arises or is
noted a significant new factor, material mistake or inaccuracy relating to the
information included in the Prospectus which is capable of affecting the
assessment of the Notes, then the Issuer shall give to the Joint Lead Managers
full information about the change or matter and shall produce and publish a
supplementary prospectus (in a form approved by the Joint Lead Managers, such
approval not to be unreasonably withheld or delayed) in accordance with the
Prospectus Directive.


 


7.4                                 If the Notes cease to
be admitted to trading on the Luxembourg Stock Exchange’s regulated market the
Issuer shall use reasonable endeavours promptly to admit the Notes to trading
on another European Economic Area regulated market (for the purposes of the
Markets in Financial Instruments Directive (Directive 2004/39/EC)) and shall
promptly notify the Joint Lead Managers in writing.


 


8.                                      CONDITIONS


 


8.1                                 This Agreement and the
respective rights and obligations of the parties to this Agreement are
conditional upon:


 


(a)                                  there having been, as
at the Closing Date, no material adverse change or development involving a
prospective material adverse change in the condition (financial or otherwise),
business, properties, shareholders’ equity or results of operations of the
Issuer, the Guarantors or the Group since the date of this Agreement or from
that set out in the Prospectus and the Preliminary Prospectus and no event
making any of the representations and warranties contained in
subclause 6.1 untrue or incorrect on the Closing Date as though they had
been given and made on such date and the Issuer and each Guarantor having
performed all the obligations to be performed by it under this Agreement on or
before the Closing Date;


 


10






 












 


(b)           the delivery to the
Joint Lead Managers on or before the Payment Instruction Date or, in the case
of clause 8.1(b)(iii) below, the date hereof and the Payment Instruction
Date, of:


 


(i)            legal opinions dated
the Closing Date addressed to the Joint Lead Managers and the Trustee in such
form and with such contents as is customarily required in transactions of this
type from Clifford Chance (legal advisers to the Issuer and to the Guarantors)
as to Italian law, from Winston & Strawn LLP (legal advisers to Luxottica
U.S. Holdings Corp.) as to U.S. law, and from Allen & Overy (legal
advisers to the Joint Lead Managers and the Trustee) as to English and Italian
law;


 


(ii)           a certificate dated the
Closing Date signed by a duly authorised officer of the Issuer to the effect
stated in sub-clause 8.1(a) with regard to the Issuer, the Guarantors and
the Group and a certificate signed by a duly authorised officer of each
Guarantor to the effect stated in sub-clause 8.1(a) with regard to the
relevant Guarantor; and


 


(iii)          comfort letters from
the auditors of the Issuer and the Guarantors in a form acceptable to the Joint
Lead Managers;


 


(c)           the Notes being
admitted to trading on the Luxembourg Stock Exchange’s regulated market;


 


(d)           the execution of the
Trust Deed and the Agency Agreement by the parties thereto on or before the
Payment Instruction Date; and


 


(e)           no supplement having
been prepared pursuant to clause 6.4 and/or 7.3 unless approved by the Joint
Lead Managers pursuant to such clauses.


 


8.2           In the event that any
of the conditions set out in subclause 8.1 is not satisfied on or before their
respective dates, this Agreement shall (subject as mentioned below) terminate
and the parties hereto shall (except for the liability of the Issuer and the
Guarantors in relation to expenses as provided under, or under any arrangements
referred to in, clause 5 and except for any liability arising before or in
relation to such termination) be under no further liability arising out of this
Agreement, provided that the Joint Lead Managers may in their discretion and by
notice to the Issuer and the Guarantors waive satisfaction of any of the above
conditions or of any part of them.


 


9.             JOINT
LEAD MANAGERS’ REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS


 


9.1           (a)           Each Joint Lead Manager understands that the Notes
have not been and will not be registered under the Securities Act and may not
be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except in accordance with Regulation S or pursuant to
any other exemption from the registration requirements of the Securities
Act.  Each Joint Lead Manager represents,
warrants and agrees that it has not offered or sold, and will not offer or
sell, any Notes constituting part of its allotment within the United States
except in accordance with Rule 903 of Regulation S under the Securities
Act.  Each Joint Lead Manager also
represents, warrants and agrees that it has offered and sold the Notes, and
will offer and sell the Notes (i) as part of their distribution at any
time and (ii) otherwise until 40 days after the later of the commencement
of the offering and the Closing Date (the distribution compliance
period), only in accordance with Rule 903 of Regulation S under
the Securities Act.  Each Joint Lead Manager
agrees that, at or prior to confirmation of sale of Notes, it will have sent to
each distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Notes from it during the distribution compliance
period a confirmation or notice to substantially the following effect:


 


11

















 


“The Securities
covered hereby have not been registered under the U.S. Securities Act of 1933,
as amended (the Securities Act), and may not be offered
and sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of the offering and the
closing date, except in either case in accordance with Regulation S under the
Securities Act.  Terms used above have
the meaning given to them by Regulation S.”


 


Terms used in
subclause 9.1(a) have the meanings given to them by Regulation S.


 


(b)           Each Joint Lead Manager
represents and agrees that neither it nor any of its affiliates (including any
persons acting on its or their behalf) has engaged or will engage in any
directed selling efforts with respect to the Notes, and it and they have
complied and will comply with the offering restrictions requirement of
Regulation S.  Terms used above have the
meaning given to them by Regulation S.


 


9.2           Each Joint Lead Manager
represents, warrants and agrees that, except to the extent permitted under U.S.
Treas. Reg. §1.163-5(c)(2)(i)(D) (the D Rules), (i) it
has not offered or sold, and during the restricted period will not offer or
sell, the Notes to a person who is within the United States or its possessions
or to a United States person and (ii) it has not delivered and will not
deliver within the United States or its possessions definitive Notes that are
sold during the restricted period.


 


9.3           Each Joint Lead Manager
represents, warrants and agrees that it has and throughout the restricted
period will have in effect procedures reasonably designed to ensure that its
employees or agents who are directly engaged in selling the Notes are aware
that the Notes may not be offered or sold during the restricted period to a
person who is within the United States or its possessions or to a United States
person, except as permitted by the D Rules.


 


9.4           Each Joint Lead Manager
which is a United States person represents that it is acquiring Notes for
purposes of resale in connection with their original issuance and that if it
retains any Notes for its own account, it will only do so in accordance with
the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6).


 


9.5           Each Joint Lead Manager
agrees that, with respect to each affiliate that acquires from it Notes for the
purpose of offering or selling such Notes during the restricted period, it
either (i) repeats and confirms the representations and agreements
contained in subclauses 9.2, 9.3 and 9.4 above, on its behalf, or (ii) will
obtain from such affiliate for the benefit of the Issuer and the Guarantors the
representations and agreements contained in subclauses 9.2, 9.3 and 9.4 above.


 


9.6           Terms used in
subclauses 9.2, 9.3 and 9.4 above have the meanings given to them by the U.S.
Internal Revenue Code and regulations thereunder, including the D Rules.


 


9.7           Each Joint Lead Manager
represents and agrees that:


 


(a)           it has complied and
will comply with all applicable provisions of the Financial Services and
Markets Act 2000 (the FSMA) with
respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom;


 


(b)           it has only
communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of any Notes in circumstances in which Section 21(1) of
the FSMA does not apply to the Issuer or the Guarantors.


 


12

















 


9.8           The offering of the
Notes has not been registered with the Commissione Nazionale per
le Società  e la Borsa (CONSOB) (the Italian Securities Exchange Commission)
pursuant to Italian securities legislation and, accordingly, no Notes may be
offered, sold or delivered, nor may copies of the Prospectus or of any other
document relating to the Notes be distributed in the Republic of Italy, except:


 


(a)           to qualified investors
(investitori qualificati), as defined
pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998,
as amended (the Financial Services Act) and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971
of 14 May 1999 (as amended from time to time) (Regulation No. 11971);
or


 


(b)           in other circumstances
which are exempted from the rules on public offerings pursuant to Article 100
of the Financial Services Act and Regulation No. 11971.


 


Any offer, sale
or delivery of the Notes or distribution of copies of the Prospectus or any
other document relating to the Notes in the Republic of Italy under (a) or
(b) above must be:


 


(i)            made by an investment
firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007 (as amended from time to
time) and Legislative Decree No. 385 of 1 September 1993, as amended
(the Banking Act);


 


(ii)           in compliance with Article 129
of the Banking Act, as amended, and the implementing guidelines of the Bank of
Italy, as amended from time to time, pursuant to which the Bank of Italy may
require information on the issue or the offer of securities in the Republic of
Italy; and


 


(iii)          in compliance with any
other applicable laws and regulations or requirement imposed by CONSOB or any
other Italian authority.


 


9.9           No action has been
taken by the Issuer, the Guarantors or any of the Joint Lead Managers that
would, or is intended to, permit a public offer of the Notes or possession or
distribution of the Prospectus or any other offering or publicity material relating
to the Notes in any country or jurisdiction where any such action for that
purpose is required.  Accordingly, each
Joint Lead Manager undertakes that it will not, directly or indirectly, offer
or sell any Notes or have in its possession, distribute or publish any offering
circular, prospectus, form of application, advertisement or other document or
information in any country or jurisdiction except under circumstances that
will, to the best of its knowledge and belief, result in compliance with any applicable
laws and regulations and all offers and sales of Notes by it will be made on
the same terms.


 


9.10         Without prejudice to
the generality of subclause 9.9, each Joint Lead Manager agrees that it will
obtain any consent, approval or permission which is, to the best of its
knowledge and belief, required for the offer, purchase or sale by it of Notes
under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such offers, purchases or sales and it will, to the
best of its knowledge and belief, comply with all such laws and regulations.


 


9.11         The representations,
warranties and undertakings of each of the Joint Lead Managers under this
clause 9 are several and not joint.


 


10.          STABILISATION


 


If a Joint Lead
Manager (or persons acting on its behalf), in connection with the distribution
of the Notes, offers Notes in excess of the aggregate principal amount to be
issued or effects transactions with a view to supporting the market price of
the Notes at levels other than those which might 


 


13

















 


otherwise
prevail in the open market, such person(s) shall not in doing so be deemed
to act as an agent of the Issuer or the Guarantors.  The Issuer will not as a result of any action
taken by a Joint Lead Manager (or persons acting on its behalf), under this
clause be obliged to issue Notes in excess of the aggregate amount of Notes to
be issued under this Agreement, nor shall the Issuer or the Guarantors be
liable for any loss, or entitled to any profit, arising from any excess offers
or stabilisation. Any stabilisation shall be conducted by the Joint Lead
Manager (or persons acting on their behalf) in accordance with applicable laws
and regulations.


 


11.          NO FIDUCIARY DUTIES


 


The Issuer and
each Guarantor acknowledges and agrees that:


 


(a)           each of the Joint Lead
Managers has been retained only to act as an independent contractor to provide
the services of a manager as expressly set out in this Agreement. Regardless of
any pre-existing or separate relationship, it is agreed that this Agreement
does not give rise to any fiduciary duties on the part of the Joint Lead
Managers to the Issuer or the Guarantors, or any other person connected to the
Issuer or the Guarantors, in connection with this Agreement;


 


(b)           neither the Issuer nor
any Guarantor is relying on the Joint Lead Managers for any advice, including
advice on legal, tax and accounting matters in any jurisdiction, which, if the
Issuer or any Guarantor requires it, it will obtain from separate advisers;


 


(c)           consistent with the
broad range of activities that each Joint Lead Manager undertakes for itself
and others, and acknowledging that these may involve interests that differ from
those of the Issuer and the Guarantors, the Issuer and each Guarantor agrees
that the Joint Lead Managers are under no duty to disclose to, or use for the
benefit of, the Issuer or the Guarantors any information about or derived from
these other activities or to account to the Issuer or the Guarantors for any
benefits obtained in connection with such other activities. The manner and
circumstances in which the Joint Lead Managers will manage and disclose any
conflicts of interest are fully set out in their respective conflicts policies,
which are available on request;


 


(d)           the Issuer and the
Guarantors will independently determine the price and other commercial aspects
of the offering with or through the Joint Lead Managers following arm’s-length
negotiations with the Joint Lead Managers. The Issuer and each Guarantor also
acknowledges that such price and commercial terms may not reflect the best
price and/or terms obtainable in the market and acknowledges that it is capable
of evaluating and understands and accepts the terms of and risks associated
with the services and transactions contemplated by this Agreement; and


 


(e)           this Agreement
constitutes the entire agreement related to the matters described herein.  To the fullest extent permitted by applicable
laws and regulations, the Issuer and each Guarantor waives any rights it may
have, and agrees that the Joint Lead Managers will not be liable to anyone, for
breaches or alleged breaches of fiduciary duties relating to the matters
described in this Agreement. In particular, and without limitation, the Issuer and
each Guarantor agrees that it will not claim or allege that any Joint Lead
Manager is liable for the timing, terms or structure of the offering, for the
offer price being set at a level that is too high or too low, or for any sales
of securities by investors to which such securities are allocated.


 


Nothing in this
clause 11 purports to exclude the obligations and duties imposed on the Joint
Lead Managers by the regulatory system (as defined in the FSA Handbook of Rules and
Guidance).


 


14

















 


12.          TERMINATION


 


Notwithstanding
anything contained in this Agreement, the Joint Lead Managers may by notice to
the Issuer and the Guarantors terminate this Agreement at any time before the
time on the Closing Date when payment would otherwise be due under this
Agreement to the Issuer in respect of the Notes if, in the opinion of the Joint
Lead Managers, there shall have been such a change, whether or not foreseeable
at the date of this Agreement, in national or international financial,
political or economic conditions or currency exchange rates or exchange
controls as would in their view be likely to prejudice materially the success
of the offering and distribution of the Notes or dealings in the Notes in the
secondary market and upon the notice being given the parties to this Agreement
shall (except for the liability of the Issuer and the Guarantors in relation to
expenses as provided in clause 5 and except for any liability arising
before or in relation to such termination) be released and discharged from
their respective obligations under this Agreement.


 


13.          NOTICES


 


13.1         Any notice or
notification hereunder to be given by the Joint Lead Managers to the Issuer or
the Guarantors may be given by BNP Paribas on behalf of the Joint Lead Managers
and may be delivered in person or sent by fax or telephone addressed to:


 


	
  Luxottica Group S.p.A.

  
	
  Via C. Cantù 2

  
	
  20123 Milan

  
	
  Italy

  
	
   

  	
   

  
	
  Fax Number:

  	
  +39 0286334078

  
	
  Attention of:

  	
  Marco Bigatti

  
	
   

  	
   

  
	
  Luxottica U.S. Holdings Corp.

  
	
  44 Harbor Park Drive

  
	
  Port Washington

  
	
  NY 11050

  
	
  United States of America

  
	
   

  	
   

  
	
  Fax Number:

  	
  +1 516 918
  3002

  
	
  Attention of:

  	
  Vito Giannola

  
	
   

  	
   

  
	
  Luxottica S.r.l.

  
	
  Via C. Cantù 2

  
	
  20123 Milan

  
	
  Italy

  
	
   

  	
   

  
	
  Fax Number:

  	
  +39 0286334078

  
	
  Attention of:

  	
  Marco Bigatti

  



 


15

















 


13.2         Any notice or
notification hereunder to be given by the Issuer or the Guarantors to the Joint
Lead Managers or any of them may be given to BNP Paribas on behalf of the Joint
Lead Managers and may be delivered in person or sent by fax or telephone
addressed to:


 


	
  BNP Paribas

  
	
  10 Harewood Avenue

  
	
  London NW1 6AA

  
	
  United Kingdom

  
	
   

  
	
  Fax Number:

  	
  +44 20 7595
  2555

  
	
  Attention of:

  	
  Fixed Income
  Syndicate

  



 


 


13.3         Any such notice or
notification shall be in English and shall take effect, in the case of a
letter, at the time of delivery, in the case of fax, at the time of despatch
and, in the case of telephone, when made; provided however that any notice or
other communication which would otherwise take effect after 4:00 p.m. on
any particular day shall not take effect until 10:00 a.m. on the
immediately succeeding business day in the place of the addressee.


 


13.4         Any notice or
notification made by telephone shall be confirmed by letter or fax but failure
to send or receive the confirmation shall not invalidate the original notice or
notification.


 


14.          GOVERNING LAW AND JURISDICTION


 


14.1         This Agreement and any
non-contractual obligations arising out of or in connection with it shall be
governed by, and shall be construed in accordance with, English law.


 


14.2         Subject to subclause
14.3, the Issuer and each Guarantor agrees for the benefit of the Joint Lead
Managers that the courts of England are to have exclusive jurisdiction to
settle any disputes which may arise out of or in connection with this Agreement
(including any dispute relating to any non-contractual obligations arising out
of or in connection with this Agreement) and accordingly submit to the
exclusive jurisdiction of the courts of England.


 


14.3         The Joint Lead Managers
may take any suit, action or proceedings (including any proceedings relating to
any non-contractual obligations arising out of or in connection with this
Agreement) (together referred to as Proceedings)
against the Issuer or the Guarantors in any other court of competent
jurisdiction and concurrent Proceedings in any number of jurisdictions.  The Issuer and each Guarantor hereby appoints
Luxottica UK Ltd. at its registered office for the time being in England to accept
service of any Proceedings on its behalf.


 


15.          MISCELLANEOUS


 


15.1         Time shall be of the
essence of this Agreement.


 


15.2         The heading to each
clause is included for convenience only and shall not affect the construction
of this Agreement.


 


15.3         This Agreement may be
executed in any number of counterparts, all of which, taken together, shall
constitute one and the same agreement and any party may enter into this
Agreement by executing a counterpart.


 


16

















 


15.4         References in this
Agreement to a Directive include any relevant implementing measure of each
Member State of the European Economic Area which has implemented such
Directive.


 


15.5         A person who is not a
party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement, but this does not
affect any right or remedy of a third party which exists or is available apart
from that Act.


 


AS WITNESS the hands of the
parties (or their duly authorised representatives) on the date which appears
first on page 1.


 


17

















 


SIGNATORIES


 


 


	
  LUXOTTICA GROUP S.p.A.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ MARCO
  BIGATTI

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LUXOTTICA U.S. HOLDINGS CORP.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ MARCO
  BIGATTI

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LUXOTTICA S.r.l.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ MARCO
  BIGATTI

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BNP PARIBAS

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ EDOARDO
  RUGGERO MAX RAVA

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANCA IMI S.p.A.

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, LONDON BRANCH

  
	
   

  	
   

  
	
  MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.p.A.

  
	
   

  
	
   

  
	
  By power of
  attorney:

  	
  /s/ EDOARDO
  RUGGERO MAX RAVA

  	
   

  
					



 


18