Exhibit
4.29


 


CONFORMED
COPY


 


PAYING AGENCY AGREEMENT


 


DATED 10 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.

  	
  Interpretation

  	
  1

  
	
  2.

  	
  Appointment of Paying Agents

  	
  1

  
	
  3.

  	
  Authentication and delivery of Notes

  	
  2

  
	
  4.

  	
  Payment to the Principal Paying Agent

  	
  2

  
	
  5.

  	
  Notification of non-payment by the Issuer or the Guarantors

  	
  3

  
	
  6.

  	
  Duties of the Paying Agents

  	
  3

  
	
  7.

  	
  Trustee’s Requirements regarding Paying Agents

  	
  4

  
	
  8.

  	
  Reimbursement of the Paying Agents

  	
  4

  
	
  9.

  	
  Notice of any withholding or deduction

  	
  4

  
	
  10.

  	
  Duties of the Principal Paying Agent in connection with Optional
  Redemption and Redemption for Taxation reasons

  	
  5

  
	
  11.

  	
  Publication of Notices

  	
  5

  
	
  12.

  	
  Cancellation of Notes and Coupons

  	
  5

  
	
  13.

  	
  Issue of replacement Notes and Coupons

  	
  5

  
	
  14.

  	
  Records and certificates

  	
  6

  
	
  15.

  	
  Copies of the Trust Deed and this Agreement available for inspection

  	
  7

  
	
  16.

  	
  Commissions and expenses

  	
  7

  
	
  17.

  	
  Indemnity

  	
  8

  
	
  18.

  	
  Repayment by Principal Paying Agent

  	
  8

  
	
  19.

  	
  Conditions of appointment

  	
  8

  
	
  20.

  	
  Communication with Paying Agents

  	
  9

  
	
  21.

  	
  Termination of appointment

  	
  9

  
	
  22.

  	
  Meetings of Noteholders

  	
  11

  
	
  23.

  	
  Definitions

  	
  11

  
	
  24.

  	
  Notices

  	
  12

  
	
  25.

  	
  Taxes and stamp duties

  	
  13

  
	
  26.

  	
  Counterparts

  	
  13

  
	
  27.

  	
  Descriptive headings

  	
  13

  
	
  28.

  	
  Governing law and submission to jurisdiction

  	
  13

  
	
  29.

  	
  Amendments

  	
  14

  
	
  30.

  	
  Third party rights

  	
  14

  
	
   

  	
   

  	
   

  
	
  Signatories

  	
  15

  



 

















 


THIS AGREEMENT is dated 10 November 2010
and made AMONG:


 


(1)                                 LUXOTTICA
GROUP S.p.A. (the Issuer);


 


(2)                                 LUXOTTICA
U.S. HOLDINGS CORP. and LUXOTTICA S.r.l.
(each a Guarantor and together  the Guarantors);


 


(3)                                 BNP
PARIBAS TRUST CORPORATION UK Ltd (the Trustee); and


 


(4)                                 BNP
PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH (the Principal
Paying Agent).


 


WHEREAS:


 


(A)                             The Issuer has agreed
to issue €500,000,000 4.00 per cent. Guaranteed Notes due 2015 (the Notes which expression shall include, unless the context
otherwise requires, any further Notes issued pursuant to Condition 16 (Further Issues) and forming a single series with the Notes).


 


(B)                               The Notes are to be
constituted by a Trust Deed (the Trust Deed)
dated 10 November 2010 between the Issuer, the Guarantors and the Trustee.


 


(C)                               The Notes will be
issued in bearer form in the denomination of €50,000 each and integral
multiples of €1,000 in excess thereof up to and including €99,000 with interest
coupons (Coupons) attached.


 


(D)                              The Notes will
initially be represented by a temporary Global Note (the Temporary
Global Note) in or substantially in the form set out in Part 1
of the First Schedule to the Trust Deed which will be exchanged in accordance
with its terms for a permanent Global Note (the Permanent
Global Note and, together with the Temporary Global Note, the Global Notes) in or substantially in the form set out in Part 2
of the First Schedule to the Trust Deed.


 


(E)                                The definitive Notes
and Coupons will be in or substantially in the respective forms set out in
Part 1 of the Second Schedule to the Trust Deed.  The Conditions of the Notes (the Conditions) will be in or substantially in the form set out
in Part 2 of the Second Schedule to the Trust Deed.


 


(F)                                Payments in respect of
the Notes will be unconditionally and irrevocably guaranteed by the Guarantors
on a joint and several basis.


 


NOW IT IS HEREBY AGREED as follows:


 


1.                                     INTERPRETATION


 


1.1                                Words and expressions
defined in the Conditions and in the Trust Deed and not otherwise defined in
this Agreement shall have the same meanings when used in this Agreement.


 


1.2                                References in this Agreement
to principal and/or interest shall include any additional amounts payable
pursuant to Condition 8 (Taxation) or
any undertakings given in addition to, or in substitution for, Condition 8 (Taxation) pursuant to the Trust Deed.


 


2.                                     APPOINTMENT
OF PAYING AGENTS


 


The Issuer and
the Guarantors and, for the purposes of clause 7 only, the Trustee hereby
appoints, on the terms and subject to the conditions of this Agreement, BNP
Paribas Securities Services, Luxembourg Branch as Principal Paying Agent in
respect of the Notes and the Principal Paying Agent hereby accepts such
appointment.  In the event that
Definitive Notes are issued pursuant to the 


 


1

















 


terms of a
Global Note and the Principal Paying Agent informs the Issuer that it is unable
to perform its obligations under this Agreement, the Issuer shall appoint a
successor Principal Paying Agent in accordance with clause 21 as may be
necessary to perform such obligations.


 


3.                                     AUTHENTICATION
AND DELIVERY OF NOTES


 


3.1                                The Issuer undertakes
that the Permanent Global Note (duly executed on behalf of the Issuer and
unauthenticated) will be available to be exchanged for interests in the
Temporary Global Note in accordance with the terms of the Temporary Global Note.


 


3.2                                If a Global Note is to
be exchanged in accordance with its terms for definitive Notes, the Issuer
undertakes that it will deliver to, or to the order of, the Principal Paying
Agent, as soon as reasonably practicable and in any event not later than 15
days before the relevant exchange is due to take place, definitive Notes (with
Coupons attached) in an aggregate principal amount of €500,000,000 or such
lesser amount as is the principal amount of Notes represented by the Global
Note to be issued in exchange for the Global Note.  Each definitive Note so delivered shall be
duly executed on behalf of the Issuer.


 


3.3                                The Issuer authorises
and instructs the Principal Paying Agent to authenticate the Global Notes and
any definitive Notes delivered pursuant to subclause 3.2.


 


3.4                                The Issuer authorises
and instructs the Principal Paying Agent to cause interests in the Temporary
Global Note to be exchanged for interests in the Permanent Global Note and
interests in a Global Note to be exchanged for definitive Notes in accordance
with their respective terms.  Following
the exchange of the last interest in a Global Note, the Principal Paying Agent
shall cause such Global Note to be cancelled and delivered to the Issuer or as it
may direct.


 


3.5                                The Principal Paying
Agent shall cause all Notes delivered to and held by it under this Agreement to
be maintained in safe custody and shall ensure that interests in the Temporary
Global Note are only exchanged for interests in the Permanent Global Note in
accordance with the terms of the Temporary Global Note and this Agreement and
that the definitive Notes are issued only in accordance with the terms of a
Global Note, the Trust Deed and this Agreement.


 


3.6                                So long as any of the
Notes is outstanding the Principal Paying Agent shall, within seven days of any
request by the Issuer, any Guarantor or the Trustee certify to the Issuer or,
as the case may be, the relevant Guarantor or the Trustee the number of
definitive Notes held by it under this Agreement.


 


4.                                     PAYMENT
TO THE PRINCIPAL PAYING AGENT


 


4.1                                The Issuer or, failing
the Issuer, the Guarantors shall, not later than 10.00 a.m. (Milan time)
on each date on which any payment of principal and/or interest in respect of
any of the Notes becomes due, transfer to an account specified by the Principal
Paying Agent such amount of euro as shall be sufficient for the purposes of the
payment of principal and/or interest in immediately available, freely
transferable, cleared funds.  Any payment
in euro shall be settled through the TARGET2 System.


 


4.2                                The Issuer or, as the
case may be, the Guarantors shall ensure that, not later than 10.00 a.m.
(Luxembourg time) on the second Luxembourg Business Day immediately preceding
the date on which any payment is to be made to the Principal Paying Agent
pursuant to subclause 4.1, the Principal Paying Agent shall receive a copy of
an irrevocable payment instruction to the bank through which the payment is to
be made.  For the purposes of this
subclause 4.2, Luxembourg  Business Day
means a day on which banks are open for business in Luxembourg.


 


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4.3                                For the avoidance of
doubt, the Principal Paying Agent shall have no obligation to make any payments
unless and until it has been able to confirm receipt of funds from the Issuer
or the Guarantors to its satisfaction.


 


5.                                     NOTIFICATION
OF NON-PAYMENT BY THE ISSUER OR THE GUARANTORS


 


The Principal
Paying Agent shall notify by fax each of the other Paying Agents and the
Trustee forthwith:


 


(a)                                 if it has not received
the confirmation referred to in subclause 4.2 by the time specified for its
receipt, unless it is satisfied that it will receive the amount referred to in
subclause 4.1; and


 


(b)                                if it receives
unconditionally the full amount of any sum due in respect of the Notes or
Coupons after such date.


 


The Principal
Paying Agent shall, at the expense of the Issuer or the Guarantors, forthwith
upon receipt of any amount as described in subparagraph 5(b), cause notice of
that receipt to be published under Condition 13 (Notices).


 


6.                                     DUTIES OF
THE PAYING AGENTS


 


6.1                                Subject to the payments
to the Principal Paying Agent provided for by clause 4 being duly made and
subject to the provisions of clause 7, the Paying Agents shall act as paying
agents of the Issuer and/or the Guarantors in respect of the Notes and pay or
cause to be paid on behalf of the Issuer and/or the Guarantors, on and after
each date on which any payment becomes due and payable, the amounts of
principal and/or interest then payable on surrender or, in the case of a Global
Note, endorsement, of Notes or Coupons under the Conditions and this
Agreement.  If any payment provided for
by clause 4 is made late but otherwise under the terms of this Agreement the
Paying Agents shall nevertheless act as paying agents following receipt by them
of payment.


 


6.2                                If default is made by
the Issuer and the Guarantors in respect of any payment, unless and until the
full amount of the payment has been made under the terms of this Agreement
(except as to the time of making the same) or other arrangements satisfactory
to the Principal Paying Agent have been made, neither the Principal Paying
Agent nor any of the other Paying Agents shall be bound to act as paying
agents.


 


6.3                                Without prejudice to
subclauses 6.1 and 6.2, if the Principal Paying Agent pays any amounts to the
holders of Notes or Coupons or to any other Paying Agent at a time when it has
not received payment in full in respect of the Notes in accordance with
subclause 4.1 (the excess of the amounts so paid over the amounts so received
being the Shortfall), the Issuer (failing which
the Guarantors) will:


 


(a)                                 pay the amounts due
under subclause 4.1; and


 


(b)                                pay to the Principal
Paying Agent on demand interest (at a rate which represents the Principal
Paying Agent’s cost of funding the Shortfall) on the Shortfall (or the
unreimbursed portion thereof) until the receipt in full by the Principal Paying
Agent of the Shortfall,


 


provided however
that any payment made under subclause 6.3(a) shall satisfy pro tanto the obligations of the Issuer or (as the case may
be) the Guarantors under clause 4.1.


 


6.4                                Whilst any Notes are
represented by a Global Note, all payments due in respect of the Notes shall be
made to, or to the order of, the holder of the Global Note, subject to and in
accordance with the 


 


3

















 


provisions of the Global Note.  On
the occasion of each payment, the Paying Agent to which the Global Note was
presented for the purpose of making the payment shall cause the appropriate
Schedule to the relevant Global Note to be annotated so as to evidence the
amounts and dates of the payments of principal and/or interest as applicable.


 


6.5                                If on presentation of a
Note or Coupon the amount payable in respect of the Note or Coupon is not paid
in full (otherwise than as a result of withholding or deduction for or on
account of any Taxes as permitted by the Conditions) the Paying Agent to whom
the Note or Coupon is presented shall procure that the Note or Coupon is
enfaced with a memorandum of the amount paid and the date of payment.


 


7.                                     TRUSTEE’S
REQUIREMENTS REGARDING PAYING AGENTS


 


At any time
after an Event of Default or a Potential Event of Default shall have occurred
or the Trustee shall have received any money which it proposes to pay under
clause 10 of the Trust Deed to the Noteholders and/or Couponholders, the
Trustee may:


 


(a)                                 by notice in writing to
the Issuer, the Guarantors, the Principal Paying Agent and the other Paying
Agents require the Principal Paying Agent and the other Paying Agents pursuant
to this Agreement:


 


(i)                                    to act thereafter as
Principal Paying Agent and Paying Agents respectively of the Trustee in
relation to payments to be made by or on behalf of the Trustee under the
provisions of the Trust Deed mutatis mutandis
on the terms provided in this Agreement (save that the Trustee’s liability
under any provision hereof for the indemnification, remuneration and payment of
out of pocket expenses of the Paying Agents shall be limited to the amounts for
the time being held by the Trustee on the trusts of the Trust Deed in relation
to the Notes and available for such purpose) and thereafter to hold all Notes
and Coupons and all sums, documents and records held by them in respect of
Notes and Coupons on behalf of the Trustee; or


 


(ii)                                 to deliver up all Notes
and Coupons and all sums, documents and records held by them in respect of
Notes and Coupons to the Trustee or as the Trustee shall direct in such notice
provided that such notice shall be deemed not to apply to any documents or
records which the relative Paying Agent is obliged not to release by any law or
regulation; and/or


 


(b)                                by notice in writing to
the Issuer and the Guarantors require each of them to make all subsequent
payments in respect of the Notes and the Coupons to or to the order of the
Trustee and not to the Principal Paying Agent.


 


8.                                     REIMBURSEMENT
OF THE PAYING AGENTS


 


The Principal
Paying Agent shall charge the account referred to in clause 4 for all payments
made by it under this Agreement and will credit or transfer to the respective
accounts of the other Paying Agents the amount of all payments made by them
under the Conditions immediately upon notification from them, subject in each
case to any applicable laws or regulations.


 


9.                                     NOTICE OF
ANY WITHHOLDING OR DEDUCTION


 


If the Issuer or
any Guarantor is, in respect of any payment in respect of the Notes, compelled
to withhold or deduct any amount for or on account of any Taxes as contemplated
by Condition 8 (Taxation) or any undertaking
given in addition to or in substitution for Condition 8 (Taxation)
pursuant to the Trust Deed, the Issuer or, as the case may be, the relevant
Guarantor shall give notice 


 


4

















 


to the Principal
Paying Agent and the Trustee as soon as reasonably practicable after becoming
aware of the requirement to make the withholding or deduction and shall give to
the Principal Paying Agent and the Trustee such information as they shall
require to enable each of them to comply with the requirement.


 


10.                              DUTIES OF
THE PRINCIPAL PAYING AGENT IN CONNECTION WITH OPTIONAL REDEMPTION AND
REDEMPTION FOR TAXATION REASONS


 


10.1                          If the Issuer decides
to redeem all the Notes for the time being outstanding under Condition 7.2 (Redemption for Taxation Reasons), it shall give notice of
the decision to the Principal Paying Agent and the Trustee in accordance with
the Conditions.


 


10.2                          If any Noteholder
elects to exercise its option under Condition 7.3 (Redemption
at the option of the Holders) to obtain prepayment of any Note
before its stated maturity, the Principal Paying Agent shall, against surrender
of any Note in definitive form, cause to be issued to the holder of the Note a
non-transferable receipt evidencing its surrender under the Conditions.


 


11.                              PUBLICATION
OF NOTICES


 


On behalf of and
at the request and expense of the Issuer or the Guarantors, the Principal
Paying Agent shall cause to be published all notices required to be given by
the Issuer and/or the Guarantors under the Conditions.


 


12.                              CANCELLATION
OF NOTES AND COUPONS


 


12.1                          All Notes which are
surrendered in connection with redemption, (together with all unmatured Coupons
attached to or delivered with the Notes) and all Coupons which are paid shall
be cancelled by the Paying Agent to which they are surrendered.  Each of the Paying Agents shall give to the
Principal Paying Agent details of all payments made by it and shall deliver all
cancelled Notes and Coupons to the Principal Paying Agent (or as the Principal
Paying Agent may specify).  Where Notes
are purchased by or on behalf of the Issuer, the Guarantors or any of the
Issuer’s other Subsidiaries, the Issuer or, as the case may be, the Guarantors,
shall immediately notify the Principal Paying Agent of the principal amount of
those Notes it has purchased and may request that the Notes (together with all
unmatured Coupons appertaining to those Notes) are promptly cancelled and
delivered to the Principal Paying Agent or its authorised agent.


 


12.2                          The Principal Paying
Agent or its authorised agent shall (unless otherwise instructed by the Issuer
in writing and save as provided in subclause 14.1) destroy all cancelled Notes,
and Coupons and furnish the Issuer and the Guarantors with a certificate of
destruction containing written particulars of the serial numbers of the Notes
and the number by maturity date of Coupons so destroyed.


 


13.                              ISSUE OF
REPLACEMENT NOTES AND COUPONS


 


13.1                          The Issuer shall cause
a sufficient quantity of additional forms of Notes and Coupons to be available,
upon reasonable request, to the Principal Paying Agent at its specified office
for the purpose of issuing replacement Notes or Coupons as provided below.


 


13.2                          The Principal Paying
Agent shall, subject to and in accordance with Condition 12 (Replacement of Notes and Coupons) and the following
provisions of this clause, cause to be delivered any replacement Notes or
Coupons which the Issuer may determine to issue in place of Notes or Coupons
which have been lost, stolen, mutilated, defaced or destroyed.


 


13.3                          In the case of a
mutilated or defaced Note, the Principal Paying Agent shall ensure that (unless
otherwise covered by such indemnity as the Issuer may require) any replacement
Note only has 


 


5

















 


attached to it Coupons corresponding to those attached to the mutilated
or defaced Note which is presented for replacement.


 


13.4                          The Principal Paying
Agent shall obtain verification, in the case of an allegedly lost, stolen or
destroyed Note or Coupon in respect of which the serial number is known, that
the Note or Coupon has not previously been redeemed or paid.  The Principal Paying Agent shall not issue a
replacement Note or Coupon unless and until the applicant has:


 


(a)                                 paid such expenses and
costs as may be incurred in connection with the replacement;


 


(b)                                furnished it with such
evidence and indemnity as the Issuer or the Guarantors may reasonably require;
and


 


(c)                                 in the case of a
mutilated or defaced Note or Coupon, surrendered it to the Principal Paying
Agent.


 


13.5                          The Principal Paying
Agent shall cancel mutilated or defaced Notes or Coupons in respect of which
replacement Notes or Coupons have been issued pursuant to this clause.  The Principal Paying Agent shall furnish the
Issuer and the Guarantors with a certificate stating the serial numbers of the
Notes or Coupons received by it and cancelled pursuant to this clause and
shall, unless otherwise requested by the Issuer or the Guarantors, destroy all
those Notes and Coupons and furnish the Issuer and the Guarantors with a
destruction certificate containing the information specified in subclause 12.2.


 


13.6                          The Principal Paying
Agent shall, on issuing any replacement Note or Coupon, forthwith inform the
Issuer and the other Paying Agents of the serial number of the replacement Note
or Coupon issued and (if known) of the serial number of the Note or Coupon in
place of which the replacement Note or Coupon has been issued.  Whenever replacement Coupons are issued under
this clause, the Principal Paying Agent shall also notify the other Paying
Agents of the maturity dates of the lost, stolen, mutilated, defaced or
destroyed Coupons and of the replacement Coupons issued.


 


13.7                          Whenever a Note or
Coupon for which a replacement Note or Coupon has been issued and the serial
number of which is known is presented to a Paying Agent for payment the
relevant Paying Agent shall immediately send notice to the Issuer and (if it is
not itself the Principal Paying Agent) the Principal Paying Agent.


 


14.                              RECORDS
AND CERTIFICATES


 


14.1                          The Principal Paying
Agent shall:


 


(a)                                 keep a full and
complete record of all Notes and Coupons (other than serial numbers of Coupons)
and of their redemption, purchase by or on behalf of the Issuer, the Guarantors
or any of the Issuer’s other Subsidiaries, cancellation or payment (as the case
may be) and of all replacement Notes or Coupons issued in substitution for
lost, stolen, mutilated, defaced or destroyed Notes or Coupons and of the
exchange of interests in the Temporary Global Note for interests in the
Permanent Bearer Global Note and interests in a Global Note for definitive
Notes (if any); and


 


(b)                                in respect of the
Coupons of each maturity, retain until the expiry of 10 years from the Relevant
Date in respect of such Coupons either all paid Coupons of that maturity or a
list of the serial numbers of Coupons of that maturity still remaining
unpaid.  The Principal Paying Agent shall
at all reasonable times make the records and Coupons (if any) available to the Issuer,
the Guarantors and the Trustee; and


 


6

















 


(c)                                 make such records
available for inspection at all reasonable times by the Issuer, the Guarantors
and the Trustee.


 


14.2                          The Principal Paying
Agent shall give to the Issuer, the Guarantors and the Trustee, as soon as
possible and in any event within three months after the date of redemption,
purchase, payment or replacement of a Note or Coupon (as the case may be), a
certificate stating:


 


(a)                                 the aggregate principal
amount of Notes which have been redeemed and the aggregate amount in respect of
Coupons which have been paid;


 


(b)                                the serial numbers of
those Notes in definitive form;


 


(c)                                 the total number of
each denomination by maturity date of those Coupons;


 


(d)                                the aggregate amount of
interest paid (and the due dates of the payments) on each Global Note;


 


(e)                                 the aggregate principal
amounts of Notes (if any) which have been purchased by or on behalf of the
Issuer, the Guarantors or any of the Issuer’s other Subsidiaries and cancelled
(subject to delivery of the Notes to the Principal Paying Agent) and the serial
numbers of such Notes in definitive form and the total number of each
denomination by maturity date of the Coupons attached to or surrendered with
the purchased Notes;


 


(f)                                   the aggregate principal
amounts of Notes and the aggregate amounts in respect of Coupons which have
been surrendered and replaced and the serial numbers of those Notes in
definitive form and the total number of each denomination by maturity date of
the Coupons surrendered therewith; and


 


(g)                                the total number of
each denomination by maturity date of unmatured Coupons missing from Notes in
definitive form which have been redeemed or surrendered and replaced and the
serial numbers of the Notes in definitive form to which the missing unmatured
Coupons appertained.


 


14.3                          The Principal Paying
Agent shall only be required to comply with its obligations under this
clause 14 in respect of Notes surrendered for cancellation following a
purchase of the same by the Issuer, the Guarantors or by any of  the Issuer’s other Subsidiaries to the extent
that it has been informed by the Issuer of such purchases in accordance with
clause 12.1 above.


 


15.                              COPIES OF
THE TRUST DEED AND THIS AGREEMENT AVAILABLE FOR INSPECTION


 


The Paying
Agents shall hold copies of the Trust Deed and this Agreement and any other
documents expressed to be held by them in the prospectus dated 9 November 2010
issued by the Issuer in relation to the Notes, available for inspection.  For this purpose, the Issuer and the Guarantors
shall furnish the Paying Agents with sufficient copies of each of the
documents.  The Paying Agents will
provide to the Issuer or the Guarantors information that is reasonably
requested to enable the Issuer or the Guarantors (as the case may be) to meet
their reporting requirements in a timely manner.


 


16.                              COMMISSIONS
AND EXPENSES


 


16.1                          The Issuer or, failing
the Issuer, the Guarantors shall pay to the Principal Paying Agent such
commissions in respect of the services of the Paying Agents under this
Agreement as shall be agreed between the Issuer, the Guarantors and the
Principal Paying Agent.  Neither the
Issuer nor the Guarantors shall be concerned with the apportionment of payment
among the Paying Agents.


 


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16.2                          The Issuer or, failing
the Issuer, the Guarantors shall also pay to the Principal Paying Agent any
documented and properly incurred out-of-pocket expenses (including legal,
advertising, postage and fax expenses and any applicable value added tax and
stamp, issue, documentary or equivalent taxes and duties thereon) properly
incurred by the Principal Paying Agent in connection with its services under
this Agreement and by any other Paying Agent under this Agreement.


 


17.                              INDEMNITY


 


17.1                          The Issuer or, failing
the Issuer, the Guarantors undertakes to indemnify each of the Paying Agents
against all losses, liabilities, costs, claims, actions, damages, expenses or
demands which any of them incur or which may be made against any of them as a
result of or in connection with the appointment of or the exercise of the
powers and duties by any Paying Agent under this Agreement except as may result
from its own default, gross negligence or bad faith or that of its directors,
officers or employees or any of them, or breach by it of the terms of this
Agreement.


 


17.2                          Each Paying Agent shall
severally indemnify the Issuer and the Guarantors against all losses,
liabilities, costs, claims, actions, damages, expenses or demands which any of
them incur as a result of the negligence, default or bad faith of such Paying
Agent or of its officers, directors or employees.


 


17.3                          Notwithstanding any
provision of this Agreement to the contrary, none of the Paying Agents shall be
liable for any loss of profits, contracts or goodwill or any other
consequential loss of any kind incurred by the Issuer or the Guarantors
pursuant to this Agreement.


 


17.4                          The indemnities set out
above shall survive any termination of this Agreement.


 


18.                              REPAYMENT
BY PRINCIPAL PAYING AGENT


 


Sums paid by or
by arrangement with the Issuer or the Guarantors to the Principal Paying Agent
pursuant to the terms of this Agreement shall not be required to be repaid to
the Issuer or the Guarantors unless and until any Note or Coupon becomes void
under the provisions of Condition 9 (Prescription)
but in that event the Principal Paying Agent shall forthwith repay to the
Issuer or, if so directed by the Issuer, to the Guarantors sums equivalent to
the amounts which would otherwise have been payable in respect of the relevant
Note or Coupon.


 


19.                              CONDITIONS
OF APPOINTMENT


 


19.1                          Save as provided in
clause 7 and in subclause 19.3 of this clause, the Principal Paying Agent shall
be entitled to deal with money paid to it by the Issuer or the Guarantors for
the purposes of this Agreement in the same manner as other money paid to a
banker by its customers and shall not be liable to account to the Issuer or the
Guarantors for any interest or other amounts in respect of the money.  No money held by any Paying Agent need be
segregated except as required by law.


 


19.2                          Save as provided in
clause 7, in acting under this Agreement and in connection with the Notes and
the Coupons the Paying Agents shall act solely as agents of the Issuer and the
Guarantors and will not assume any obligations towards or relationship of
agency or trust for or with any of the owners or holders of the Notes or the
Coupons.


 


19.3                          No Paying Agent shall
exercise any right of set-off or lien against the Issuer, the Guarantors or any
holders of Notes or Coupons in respect of any moneys payable to or by it under
the terms of this Agreement.


 


19.4                          Except as otherwise
permitted in the Conditions or as ordered by a court of competent jurisdiction
or required by law or otherwise instructed by the Issuer or the Guarantors with
the approval of the Trustee, each of the Paying Agents shall be entitled to
treat the holder of any Note or Coupon as the


 


8
















 


absolute owner for all purposes (whether or not the Note or Coupon shall
be overdue and notwithstanding any notice of ownership or other writing on the
Note or Coupon or any notice of previous loss or theft of the Note or Coupon).


 


19.5         The Paying Agents shall
be obliged to perform such duties and only such duties as are set out in this
Agreement and the Notes and no implied duties or obligations shall be read into
this Agreement or the Notes against the Paying Agents other than the duty to
act honestly and in good faith and to exercise the diligence of a reasonably
prudent agent in comparable circumstances.


 


19.6         The Principal Paying
Agent may consult with legal and other professional advisers and the opinion of
the advisers shall be full and complete protection in respect of action taken,
omitted or suffered under this Agreement in good faith and in accordance with
the opinion of the advisers.  Failure to
consult such adviser on any matter shall not in itself be construed as evidence
of any Paying Agent not acting in good faith.


 


19.7         Each of the Paying
Agents shall be protected and shall incur no liability for or in respect of
action taken, omitted or suffered in reliance upon any instruction, request or
order from the Issuer or the Guarantors, the Trustee or any document which it
reasonably believes to be genuine and to have been delivered by the proper
party or parties or upon written instructions from the Issuer, the Guarantors
or the Trustee.


 


19.8         Any of the Paying
Agents, their officers, directors or employees may become the owner of, or
acquire any interest in, Notes or Coupons with the same rights that it or he
would have if the Paying Agent concerned were not appointed under this
Agreement, and may engage or be interested in any financial or other transaction
with the Issuer, the Guarantors or the Trustee, and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Notes or
Coupons or other obligations of the Issuer or the Guarantors, as freely as if
the Paying Agent were not appointed under this Agreement.


 


19.9         The Principal Paying
Agent shall not be under any obligation to take any action under this Agreement
which it expects will result in any expense or liability accruing to it, the
payment of which within a reasonable time is not, in its opinion, assured to
it.


 


19.10       The obligations of the
Paying Agents hereunder shall be several and not joint.


 


20.           COMMUNICATION
WITH PAYING AGENTS


 


A copy of all
communications relating to the subject matter of this Agreement between the
Issuer, the Guarantors or the Trustee and any of the Paying Agents other than
the Principal Paying Agent shall be sent to the Principal Paying Agent.


 


21.           TERMINATION
OF APPOINTMENT


 


21.1         The Issuer and the
Guarantors may, with the prior written approval of the Trustee (which shall not
be unreasonably withheld or delayed), terminate the appointment of any Paying
Agent at any time and/or appoint additional or other Paying Agents by giving to
the Paying Agent whose appointment is concerned and, where appropriate, the
Principal Paying Agent at least 90 days’ prior written notice to that effect
provided that so long as any of the Notes is outstanding:


 


(a)           in the case of a Paying
Agent, the notice shall not expire less than 45 days before any due date for
the payment of interest; and


 


(b)           notice shall be given
to Noteholders under Condition 13 (Notices) at
least 30 days before the removal or appointment of a Paying Agent.


 


9

















 


21.2         Notwithstanding the
provisions of subclause 21.1, if at any time a Paying Agent becomes incapable
of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition
in bankruptcy or makes an assignment for the benefit of its creditors or
consents to the appointment of an administrator, liquidator or administrative
or other receiver of all or any substantial part of its property, or if an
administrator, liquidator or administrative or other receiver of it or of all
or a substantial part of its property is appointed, or it admits in writing its
inability to pay or meet its debts as they may mature or suspends payment of
its debts, or if an order of any court is entered approving any petition filed
by or against it under the provisions of any applicable bankruptcy or insolvency
law or if a public officer takes charge or control of the Paying Agent or of
its property or affairs for the purpose of rehabilitation, administration or
liquidation, the Issuer and the Guarantors may with the prior written approval
of the Trustee, not to be unreasonably withheld, forthwith without notice
terminate the appointment of the Paying Agent, in which event notice shall be
given to the Noteholders under Condition 13 (Notices)
as soon as is practicable.


 


21.3         The termination of the
appointment of a Paying Agent under this Agreement shall not entitle the Paying
Agent to any amount by way of compensation but shall be without prejudice to
any amount then accrued due.


 


21.4         All or any of the
Paying Agents may resign their respective appointments under this Agreement at
any time by giving to the Issuer, the Guarantors and, where appropriate, the
Principal Paying Agent at least 90 days’ prior written notice to that effect
provided that, so long as any of the Notes is outstanding, the notice shall
not, in the case of a Paying Agent, expire less than 45 days before any due
date for the payment of interest. 
Following receipt of a notice of resignation from a Paying Agent, the
Issuer or, failing the Issuer, the Guarantors shall promptly, and in any event not
less than 30 days before the resignation takes effect, give notice to the
Noteholders under Condition 13 (Notices).  If the Principal Paying Agent shall resign or
be removed pursuant to subclauses 21.1 or 21.2 above or in accordance with this
subclause 21.4, the Issuer and the Guarantors shall promptly and in any event
within 30 days appoint a successor approved by the Trustee.  If the Issuer and the Guarantors fail to
appoint a successor within such period, the Principal Paying Agent may select a
leading bank approved by the Trustee to act as Principal Paying Agent hereunder
and the Issuer and the Guarantors shall appoint that bank as the successor
Principal Paying Agent.


 


21.5         Notwithstanding the
provisions of subclauses 21.1, 21.2 and 21.4, so long as any of the Notes is
outstanding, the termination of the appointment of a Paying Agent (whether by
the Issuer and the Guarantors or by the resignation of the Paying Agent) shall
not be effective unless upon the expiry of the relevant notice there is:


 


(a)           a Principal Paying
Agent; and


 


(b)           at least one Paying
Agent (which may be the Principal Paying Agent) having its specified office in
a European city which so long as the Notes are listed on the Luxembourg Stock
Exchange, shall be Luxembourg;


 


(c)           a Paying Agent in a
Member State of the European Union that is not obliged to withhold or deduct
tax pursuant to European Council Directive 2003/48/EC or any law implementing
or complying with, or introduced in order to conform to, such Directive; and


 


(d)           a Paying Agent in a
jurisdiction within continental Europe, other than the jurisdiction in which
the Issuer or either Guarantor is incorporated.


 


21.6         Any successor Paying
Agent shall execute and deliver to its predecessor, the Issuer, the Guarantors
and, where appropriate, the Principal Paying Agent an instrument accepting the
appointment under this Agreement, and the successor Paying Agent, without any
further act, deed or conveyance, shall 


 


10

















 


become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of the predecessor with like effect as if
originally named as a Paying Agent.


 


21.7         If the appointment of a
Paying Agent under this Agreement is terminated (whether by the Issuer and the
Guarantors or by the resignation of the Paying Agent), the Paying Agent shall
on the date on which the termination takes effect deliver to its successor
Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons
surrendered to it but not yet destroyed and all records concerning the Notes
and Coupons maintained by it (except such documents and records as it is
obliged by law or regulation to retain or not to release) and pay to its
successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts
(if any) held by it in respect of Notes or Coupons which have become due and
payable but which have not been presented for payment, but shall have no other
duties or responsibilities under this Agreement.


 


21.8         If the Principal Paying
Agent or any of the other Paying Agents shall change its specified office, it
shall give to the Issuer, the Guarantors, the Trustee and, where appropriate,
the Principal Paying Agent not less than 45 days’ prior written notice to that
effect giving the address of the new specified office.  As soon as practicable thereafter and in any
event at least 30 days before the change, the Principal Paying Agent shall give
to the Noteholders on behalf of and at the expense of the Issuer or, failing
the Issuer, the Guarantors notice of the change and the address of the new
specified office under Condition 13 (Notices).


 


21.9         A corporation into
which any Paying Agent for the time being may be merged or converted or a
corporation with which the Paying Agent may be consolidated or a corporation
resulting from a merger, conversion or consolidation to which the Paying Agent
shall be a party shall, to the extent permitted by applicable law, be the
successor Paying Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties to this
Agreement. Notice of any merger, conversion or consolidation shall forthwith be
given to the Issuer, the Guarantors, the Trustee and, where appropriate, the
Principal Paying Agent.  All references
in this Agreement to a Paying Agent shall be deemed to be reference to such
corporation and, by virtue of a transfer by novation, such successor shall
acquire and become subject to the same rights and obligations under this
Agreement as such Paying Agent as if the successor had entered into this
Agreement on the date hereof.


 


22.           MEETINGS
OF NOTEHOLDERS


 


22.1         The provisions of the
Third Schedule to the Trust Deed shall apply to meetings of the Noteholders and
shall have effect in the same manner as if set out in this Agreement.


 


22.2         Without prejudice to
subclause 22.1, each of the Paying Agents shall, on the request of any holder
of Notes, issue Voting Certificates and Block Voting Instructions together, if
so required by the Trustee, with reasonable proof satisfactory to the Trustee
of their due execution on behalf of the Paying Agent under the provisions of
the Third Schedule to the Trust Deed and shall forthwith give notice to the
Issuer and the Trustee of any revocation or amendment of a Voting Certificate
or Block Voting Instruction.  Each Paying
Agent shall keep a full and complete record of all Voting Certificates and
Block Voting Instructions issued by it and shall, not less than 24 hours before
the time appointed for holding any meeting or adjourned meeting, deposit at
such place as the Trustee shall designate or approve full particulars of all
Voting Certificates and Block Voting Instructions issued by it in respect of
any meeting or adjourned meeting.


 


23.           DEFINITIONS


 


As used herein:


 


(a)           the expression Trustee means and includes any trustee or trustees of the
Trust Deed;


 


11

















 


(b)           the expressions Principal Paying Agent and Paying
Agents mean and include each Principal Paying Agent and Paying Agent
from time to time appointed to exercise the powers and undertake the duties
hereby conferred and imposed upon the Principal Paying Agent and Paying Agents
and notified to the Noteholders in accordance with clause 21; and


 


(c)           the expression specified office means the offices specified in clause 24 or
such other specified offices as may from time to time be duly notified pursuant
to that clause.


 


24.           NOTICES


 


Any notice
required to be given under this Agreement to any of the parties shall be in
English and shall delivered in person, sent by pre-paid post (first class if
inland, first class airmail if overseas) or by facsimile addressed to:


 


	
  The Issuer:

  	
   

  	
  Luxottica
  Group S.p.A.  

  Via C. Cantù 2  

  20123 Milan  

  Italy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile No:

  	
   

  	
  +39 0286334094

  
	
   

  	
   

  	
  (Attention:

  	
   

  	
  Marco Bigatti)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Guarantors:

  	
   

  	
  Luxottica U.S.
  Holdings Corp.

  44 Harbor Park
  Drive

  Port
  Washington

  New York 11050

  United States
  of America

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile No: 

  	
   

  	
  +1 516 484
  6390

  
	
   

  	
   

  	
  (Attention: 

  	
   

  	
  Vito Giannola)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Luxottica S.r.l.

  Via C. Cantù 2

  20123 Milan

  Italy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile No: 

  	
   

  	
  +39 0286334094

  
	
   

  	
   

  	
  (Attention: 

  	
   

  	
  Marco Bigatti)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Trustee:

  	
   

  	
  BNP Paribas
  Trust Corporation UK Limited

  55 Moorgate

  London EC2R
  6PA

  United Kingdom
  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile No: 

  	
   

  	
  +44 207 595
  5078

  
	
   

  	
   

  	
  (Attention: 

  	
   

  	
  the Directors)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Principal
  Paying Agents:

  	
   

  	
  BNP Paribas
  Securities Services, Luxembourg Branch

  33, rue de
  Gasperich

  Howald —
  Hesperange

  L-2085
  Luxembourg 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile No: 

  	
   

  	
  +352 2696 9757

  
	
   

  	
   

  	
  (Attention: 

  	
   

  	
  Corporate
  Trust Services)

  



 


or such other
address of which notice in writing has been given to the other parties to this
Agreement under the provisions of this clause.


 


12

















 


Any
communication which is received after 4.00 p.m. (in the city of the
addressee) on any particular day or on a day on which commercial banks and
foreign exchange markets do not settle payments in the city of the addressee
shall be deemed to have been received and shall take effect from 10.00 a.m.
on the next following day on which commercial banks and foreign exchange
markets settle payments in the city of the addressee.


 


25.           TAXES AND
STAMP DUTIES


 


The Issuer or,
failing the Issuer, the Guarantors agree to pay any and all stamp and other
documentary taxes or duties which may be payable in connection with the
execution, delivery, performance and enforcement of this Agreement by the
Paying Agent.


 


26.           COUNTERPARTS


 


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.


 


27.           DESCRIPTIVE
HEADINGS


 


The descriptive
headings in this Agreement are for convenience of reference only and shall not
define or limit the provisions of this Agreement.


 


28.           GOVERNING
LAW AND SUBMISSION TO JURISDICTION


 


28.1         The provisions of this
Agreement and any non-contractual obligations arising out of or in connection
with it are governed by, and shall be construed in accordance with, English
law.


 


28.2         Subject to subclause
28.4 below, the Issuer and each Guarantor irrevocably agrees for the benefit of
the Paying Agents and the Trustee that the courts of England are to have
exclusive jurisdiction to settle any dispute 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 English
courts.


 


28.3         The Issuer and each
Guarantor waives any objection to the courts of England on the grounds that
they are an inconvenient or inappropriate forum.


 


28.4         The Paying Agents may
take any suit, action or proceeding 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.


 


28.5         The Issuer and each
Guarantor irrevocably and unconditionally appoints Luxottica UK Ltd. at its
registered office at 200 Hammersmith Road London W6 7DL as its agent for
service of process in England in respect of any Proceedings and undertakes that
in the event of it ceasing so to act it will appoint such other person as the
Trustee may approve as its agent for that purpose.


 


28.6         The Issuer and each
Guarantor and the Paying Agents:


 


(a)           agrees to procure that,
so long as any of the Notes remain liable to prescription, there shall be in
force an appointment of such a person approved by the Trustee with an office in
London with authority to accept service as aforesaid;


 


13

















 


(b)           agrees that failure by
any such person to give notice of such service of process to the Issuer or the
Guarantors or the relevant Agent shall not impair the validity of such service
or of any judgment based thereon; and


 


(c)           agrees that nothing in
this Agreement shall affect the right to serve process in any other manner
permitted by law.


 


29.           AMENDMENTS


 


This Agreement
may be amended by all of the parties, without the consent of any Noteholder or
Couponholder, either:


 


(a)           for the purpose of
curing any ambiguity or of curing, correcting or supplementing any manifest or
proven error or any other defective provision contained in this Agreement; or


 


(b)           in any other manner
which the parties may mutually deem necessary or desirable and which shall not
be inconsistent with the Conditions and shall not, in the opinion of the
Trustee, be materially prejudicial to the interests of the Noteholders.


 


30.           THIRD
PARTY RIGHTS


 


No rights are
conferred on any person 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 any person which exists apart from that Act.


 


31.           CONFIDENTIALITY &
DATA PROTECTION


 


31.1         The Principal Paying
Agent, the Issuer and the Guarantors each undertake to respect and protect the
confidentiality of all information acquired as a result of or pursuant to this
Agreement and will not, without the other party’s prior written consent,
disclose any such information to a third party, unless it is required to do so
by any applicable law or regulation or is specifically authorised to do so
hereunder or by any separate agreement, especially where the provision of such
information is the object or party of the service to be provided by the
Principal Paying Agent.


 


31.2         The Issuer and the
Guarantors expressly authorise the transfer of data to third parties or to the
head office of the Principal Paying Agent (such as to a Paying Agent or any
other person providing services to the Principal Paying Agent) if such
transmission is required to allow the Principal Paying Agent to provide its
services to the Issuer and the Guarantors or to satisfy legal obligations it or
such third party is subject to. The Issuer and the Guarantors expressly
authorise such transfer, including, to the extent relevant, any transfer to
third parties established outside the European Union.


 


SIGNED by each of the parties
(or their duly authorised representatives) on the date which appears first on
page 1.


 


14

















 


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 TRUST CORPORATION UK LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ KAREN
  WILLIAMSON

  	
   

  	
  /s/ MIKE
  HELLMUTH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG
  BRANCH

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ CAROLINE
  FRERE

  	
   

  	
  /s/ CATHERINE
  VESVRE

  



 


15