Exhibit 4.28


 


CONFORMED
COPY


 


TRUST
DEED


 


DATED 10 NOVEMBER 2010


 


LUXOTTICA
GROUP S.p.A.


(as
Issuer)


 


and


 


LUXOTTICA
U.S. HOLDINGS CORP.


(as
an Original Guarantor)


 


and


 


LUXOTTICA
S.r.l.


(as
an Original Guarantor)


 


and


 


BNP
PARIBAS TRUST CORPORATION UK LIMITED


(as
Trustee)


 


constituting


 


€500,000,000


4.00 per cent. Guaranteed


Notes due 2015


 


 





 


ALLEN &
OVERY LLP


 


LONDON


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Covenant to Repay and to Pay Interest on the Notes

  	
   

  	
  6

  
	
  3.

  	
   

  	
  Form and Issue of Notes and Coupons

  	
   

  	
  9

  
	
  4.

  	
   

  	
  Fees, Duties and Taxes

  	
   

  	
  10

  
	
  5.

  	
   

  	
  Covenant of Compliance

  	
   

  	
  10

  
	
  6.

  	
   

  	
  Cancellation of Notes and Records

  	
   

  	
  10

  
	
  7.

  	
   

  	
  Guarantee

  	
   

  	
  11

  
	
  8.

  	
   

  	
  Enforcement

  	
   

  	
  16

  
	
  9.

  	
   

  	
  Action, Proceedings and Indemnification

  	
   

  	
  16

  
	
  10.

  	
   

  	
  Application of Moneys

  	
   

  	
  16

  
	
  11.

  	
   

  	
  Notice of Payments

  	
   

  	
  17

  
	
  12.

  	
   

  	
  Investment by Trustee

  	
   

  	
  17

  
	
  13.

  	
   

  	
  Partial Payments

  	
   

  	
  17

  
	
  14.

  	
   

  	
  Covenants by the Issuer and the Guarantors

  	
   

  	
  17

  
	
  15.

  	
   

  	
  Remuneration and Indemnification of Trustee

  	
   

  	
  21

  
	
  16.

  	
   

  	
  Supplement to Trustee Acts

  	
   

  	
  22

  
	
  17.

  	
   

  	
  Trustee’s Liability

  	
   

  	
  28

  
	
  18.

  	
   

  	
  Trustee Contracting with the Issuer and the Guarantors

  	
   

  	
  28

  
	
  19.

  	
   

  	
  Waiver, Authorisation and Determination

  	
   

  	
  29

  
	
  20.

  	
   

  	
  Modification

  	
   

  	
  29

  
	
  21.

  	
   

  	
  Breach

  	
   

  	
  29

  
	
  22.

  	
   

  	
  Holder of Definitive Note Assumed to be Couponholder

  	
   

  	
  29

  
	
  23.

  	
   

  	
  No Notice to Couponholders

  	
   

  	
  29

  
	
  24.

  	
   

  	
  Entitlement to treat Holder as Absolute Owner

  	
   

  	
  30

  
	
  25.

  	
   

  	
  Currency Indemnity

  	
   

  	
  30

  
	
  26.

  	
   

  	
  New Trustee

  	
   

  	
  30

  
	
  27.

  	
   

  	
  Separate and Co-Trustees

  	
   

  	
  31

  
	
  28.

  	
   

  	
  Trustee’s Retirement and Removal

  	
   

  	
  31

  
	
  29.

  	
   

  	
  Trustee’s Powers to be Additional

  	
   

  	
  32

  
	
  30.

  	
   

  	
  Notices

  	
   

  	
  32

  
	
  31.

  	
   

  	
  Governing Law

  	
   

  	
  33

  
	
  32.

  	
   

  	
  Submission to Jurisdiction

  	
   

  	
  33

  
	
  33.

  	
   

  	
  Counterparts

  	
   

  	
  34

  
	
  34.

  	
   

  	
  Contracts (Rights of Third Parties) Act 1999

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Form of Global Notes

  	
   

  	
  35

  
	
   

  	
   

  	
  Part 1

  	
  Form of Temporary Global Note

  	
   

  	
  35

  
	
   

  	
   

  	
  Part 2

  	
  Form of Permanent Global Note

  	
   

  	
  42

  
	
  2.

  	
   

  	
  Form of Definitive Note and Coupon

  	
   

  	
  49

  
	
   

  	
   

  	
  Part 1

  	
  Form of Definitive Note

  	
   

  	
  49

  
	
   

  	
   

  	
  Part 2

  	
  Conditions of the Notes

  	
   

  	
  53

  
	
  3.

  	
   

  	
  Provisions for Meetings of Noteholders

  	
   

  	
  73

  
	
  4.

  	
   

  	
  Form of Directors’ Certificate

  	
   

  	
  83

  
	
  5.

  	
   

  	
  Form of Material Subsidiaries Certificate

  	
   

  	
  85

  
	
  6.

  	
   

  	
  Form of Compliance Certificate

  	
   

  	
  87

  



 

















 


	
  Signatories

  	
   

  	
  89

  



 

















 


THIS TRUST DEED is made on 10 November 2010
BETWEEN:


 


(1)       LUXOTTICA
GROUP S.p.A., a company incorporated under the laws of the Republic of Italy, whose
registered office is at Via C. Cantù 2, 20123 Milan, Italy (the Issuer);


 


(2)       LUXOTTICA
U.S. HOLDINGS CORP., a company incorporated under the laws of the State
of Delaware (United States), whose registered office is at 160 Greentree Drive,
Suite 101, Dover, Delaware 19904, United States of America (Luxottica U.S.);


 


(3)       LUXOTTICA
S.r.l., a company incorporated under the laws of the Republic of Italy, whose
registered office is at Via Valcozzena 10, Agordo, Belluno, Italy (Luxottica S.r.l., and, together with Luxottica U.S., the Original Guarantors and each an Original
Guarantor which expressions shall include any Successor Guarantor in
respect of the relevant Original Guarantor); and


 


(4)       BNP
PARIBAS TRUST CORPORATION UK LIMITED, a company incorporated under the laws of
England and Wales, whose registered office is at 55 Moorgate, London EC2R 6PA ,
England (the Trustee, which expression shall,
wherever the context so admits, include such company and all other persons or
companies for the time being the trustee or trustees of these presents) as
trustee for the Noteholders and Couponholders (each as defined below).


 


WHEREAS:


 


(A)      The €500,000,000 4.00 per cent. Guaranteed
Notes due 2015 to be constituted by this Trust Deed are being issued pursuant
to a duly authorised resolution of the Board of Directors of the Issuer passed
on 25 October 2010.


 


(B)      The Original Guarantors have agreed to
guarantee the said Notes and to enter into certain covenants as set out in this
Trust Deed.


 


(C)      The said Notes in definitive form will be in
bearer form with Coupons attached.


 


(D)      The Trustee has agreed to act as trustee of
these presents for the benefit of the Noteholders and Couponholders upon and
subject to the terms and conditions of these presents.


 


NOW
THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:


 


1.        DEFINITIONS


 


1.1       In these presents
unless there is anything in the subject or context inconsistent therewith the
following expressions shall have the following meanings:


 


Additional
Guarantor means any Guarantor appointed pursuant to Clause 7.11 and Condition
10.2;


 


Agency
Agreement means the agreement appointing the initial Paying Agents in relation to
the Notes and any other agreement for the time being in force appointing
Successor paying agents in relation to the Notes, or in connection with their
duties, the terms of which have previously been approved in writing by the
Trustee, together with any agreement for the time being in force amending or
modifying with the prior written approval of the Trustee any of the aforesaid
agreements in relation to the Notes;


 


1

















 


Appointee means any attorney,
manager, agent, delegate, nominee, custodian or other person appointed by the
Trustee under these presents;


 


Auditors means the independent
auditors for the time being of the Issuer or the Guarantors (as the case may
be) or, in the event of their being unable or unwilling promptly to carry out
any action requested of them pursuant to the provisions of these presents, such
other firm as may be nominated by the Issuer or the relevant Guarantor and
approved by the Trustee, failing which nomination and approval such other firm
of accountants or such financial advisors as may be nominated or approved by
the Trustee for the purposes of these presents, to the extent permitted by all
applicable laws and regulations;


 


Change
of Control has the meaning set out in Condition 7.3;


 


Change
of Control Put Event has the meaning set out in Condition 7.3;


 


Clearing
System has the meaning set out in paragraph 1(b) of Schedule 3;


 


Clearstream,
Luxembourg means Clearstream Banking, société anonyme;


 


Conditions means the Conditions
in the form set out in Part 2 of Schedule 2 as the same may from time to
time be modified in accordance with these presents and any reference in these
presents to a particular specified Condition or paragraph of a Condition shall
in relation to the Notes be construed accordingly;


 


Consolidated
Financial Statements has the meaning set out in Condition 4.3;


 


Consolidated
Quarterly Financial Statements has the meaning set out in Condition 4.3;


 


Couponholders means the several
persons who are for the time being holders of the Coupons;


 


Coupons means the bearer
interest coupons appertaining to the Notes in definitive form or, as the
context may require, a specific number thereof and includes any replacements
for Coupons issued pursuant to Condition 12;


 


Euroclear means Euroclear Bank
S.A./N.V.;


 


Event
of Default means any of the conditions, events or acts provided in Condition 10 to
be events upon the happening of which the Notes would, subject only to notice
by the Trustee as therein provided, become immediately due and repayable;


 


Extraordinary
Resolution has the meaning set out in paragraph 1(b) of Schedule 3;


 


Global
Note means the Temporary Global Note and/or the Permanent Global Note, as
the context may require;


 


Guarantee
means the guarantee given by each Guarantor in Clause 7 or in any
supplemental trust deed executed pursuant to Clause 7.11;


 


Guarantors
means:


 


(a)       each of the Original
Guarantors;


 


(b)       any Additional
Guarantor; and


 


2

















 


(c)       any Successor
Guarantor;


 


Indebtedness
has the meaning set out in Condition 4.3;


 


Liability means any loss,
damage, cost, fee, charge, claim, demand, expense, judgment, action, proceeding
or other liability whatsoever (including, without limitation, in respect of
taxes, duties, levies, imposts and other charges) and including any value added
tax or similar tax charged or chargeable in respect thereof and legal fees and
expenses on a full indemnity basis;


 


Material
Subsidiary has the meaning set out in Condition 4.3;


 


Noteholders means the several
persons who are for the time being holders of the Notes save that, for so long
as such Notes or any part thereof are represented by a Global Note deposited
with a common depositary for Euroclear and Clearstream, Luxembourg or, in
respect of Notes in definitive form held in an account with Euroclear or
Clearstream, Luxembourg, each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg (other than Clearstream,
Luxembourg, if Clearstream, Luxembourg shall be an accountholder of Euroclear,
and Euroclear, if Euroclear shall be an accountholder of Clearstream,
Luxembourg) as the holder of a particular principal amount of the Notes shall
be deemed to be the holder of such principal amount of such Notes (and the
holder of the relevant Global Note shall be deemed not to be the holder) for
all purposes of these presents other than with respect to the payment of
principal or interest on such principal amount of such Notes, the rights to which
shall be vested, as against the Issuer, the Guarantors and the Trustee, solely
in such common depositary and for which purpose such common depositary shall be
deemed to be the holder of such principal amount of such Notes in accordance
with and subject to its terms and the provisions of these presents; and the
words holder and holders
and related expressions shall (where appropriate) be construed accordingly;


 


Notes means the notes in
bearer form comprising the said €500,000,000 4.00 per cent. Guaranteed Notes
due 2015 of the Issuer hereby constituted or the principal amount thereof for
the time being outstanding or, as the context may require, a specific number
thereof and includes any replacements for Notes issued pursuant to Condition 12
and (except for the purposes of Clause 3) the Temporary Global Note and the
Permanent Global Note;


 


outstanding means in relation to
the Notes all the Notes issued other than:


 


(a)       those Notes which have
been redeemed pursuant to these presents;


 


(b)       those Notes in respect
of which the date for redemption in accordance with the Conditions has occurred
and the redemption moneys (including all interest payable thereon) have been
duly paid to the Trustee or to the Principal Paying Agent, as applicable, in
the manner provided in the Agency Agreement (and where appropriate notice to
that effect has been given to the Noteholders in accordance with
Condition 13) and remain available for payment against presentation of the
relevant Notes and/or Coupons;


 


(c)       those Notes which have
been purchased and surrendered and cancelled in accordance with
Condition 7;


 


(d)       those Notes which have
become void under Condition 9;


 


(e)       those mutilated or
defaced Notes which have been surrendered and cancelled and in respect of which
replacements have been issued pursuant to Condition 12;


 


3

















 


(f)       (for the purpose only
of ascertaining the principal amount of the Notes outstanding and without
prejudice to the status for any other purpose of the relevant Notes) those
Notes which are alleged to have been lost, stolen or destroyed and in respect
of which replacements have been issued pursuant to Condition 12; and


 


(g)       any Global Note to the
extent that it shall have been exchanged for another Global Note in respect of
the Notes or for the Notes in definitive form pursuant to its provisions;


 


PROVIDED THAT
for each of the following purposes, namely:


 


(i)       the right to attend and
vote at any meeting of the Noteholders or any of them, an Extraordinary
Resolution in writing or an Ordinary Resolution in writing or an Extraordinary
Resolution by way of electronic consents through the relevant Clearing System(s) as
envisaged by paragraph 5(i) of Schedule 3 and any direction or request by
the holders of the Notes;


 


(ii)       the determination of
how many and which Notes are for the time being outstanding for the purposes of
subclause 9.1, Conditions 11 and 14 and paragraphs 4(a), 4(d) and 5 of
Schedule 3;


 


(iii)      any discretion, power
or authority (whether contained in these presents or vested by operation of
law) which the Trustee is required, expressly or impliedly, to exercise in or
by reference to the interests of the Noteholders or any of them; and


 


(iv)      the determination by
the Trustee whether any event, circumstance, matter or thing is, in its
opinion, materially prejudicial to the interests of the Noteholders or any of
them,


 


those Notes (if
any) which are for the time being held by or on behalf of or for the benefit of
the Issuer, any Guarantor,  any other
Subsidiary of the Issuer, any holding company of the Issuer or any other
Subsidiary of any such holding company, in each case as beneficial owner, shall
(unless and until ceasing to be so held) be deemed not to remain outstanding;


 


Paying
Agents means the several institutions (including where the context permits the
Principal Paying Agent) at their respective specified offices initially
appointed as paying agents in relation to the Notes by the Issuer and the
Guarantors pursuant to the Agency Agreement and/or, if applicable, any
Successor paying agents in relation to the Notes;


 


Permanent
Global Note means the permanent global note in respect of the Notes to be issued
pursuant to Clause 3.3 in the form or substantially in the form set out in
Schedule 1;


 


Permitted
Transaction has the meaning set out in Condition 10.2;


 


Potential
Event of Default means any condition, event or act which, with the
lapse of time and/or the issue, making or giving of any notice, certification,
declaration, demand, determination and/or request and/or the taking of any
similar action and/or the fulfilment of any similar condition, would constitute
an Event of Default;


 


Principal
Paying Agent means the institution at its specified office initially appointed as
principal paying agent in relation to the Notes by the Issuer and the
Guarantors pursuant to the Agency Agreement or, if applicable, any Successor
principal paying agent in relation to the Notes;


 


4

















 


Rating
Agency means, to the extent that a rating of the
Notes is solicited by the Issuer from such rating agency, Fitch Ratings
Limited, Moody’s Investors Service, Inc. or Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies, Inc. or their
successors or any rating agency substituted for any of them by the Issuer from
time to time with the prior written approval of the Trustee;


 


Relevant
Date has the meaning set out in Condition 8;


 


repay, redeem
and pay shall each include both the others
and cognate expressions shall be construed accordingly;


 


Subsidiary has the meaning set
out in Condition 4.3;


 


Successor means, in relation to
the Principal Paying Agent and the other Paying Agents, any successor to any
one or more of them in relation to the Notes which shall become such pursuant
to the provisions of these presents, the Agency Agreement and/or such other or
further principal paying agent and/or paying agents (as the case may be) in
relation to the Notes as may (with the prior approval of, and on terms
previously approved by, the Trustee in writing) from time to time be appointed
as such, and/or, if applicable, such other or further specified offices (in the
former case being within the same place as those for which they are
substituted) as may from time to time be nominated, in each case by the Issuer
and, if applicable, the Guarantors, and (except in the case of the initial
appointments and specified offices made under and specified in the Conditions
and/or the Agency Agreement, as the case may be) notice of whose appointment or,
as the case may be, nomination has been given to the Noteholders pursuant to
subclause 14(l) in accordance with Condition 13;


 


Successor
Guarantor has the meaning set out in Condition 10.2;


 


Temporary
Global Note means the temporary global note in respect of the Notes to be issued
pursuant to Clause 3.1 in the form or substantially in the form set out in
Schedule 1;


 


the
Luxembourg Stock Exchange means the Luxembourg Stock Exchange or any successor
thereto;


 


these
presents means this Trust Deed and the Schedules and any trust deed supplemental
hereto and the Schedules (if any) thereto and the Notes, the Coupons and the
Conditions, all as from time to time modified in accordance with the provisions
herein or therein contained;


 


Trust
Corporation means a corporation entitled by rules made under the Public
Trustee Act 1906 or entitled pursuant to any other comparable legislation
applicable to a trustee in any other jurisdiction to carry out the functions of
a custodian trustee;


 


Trustee
Acts means the Trustee Act 1925 and the Trustee Act 2000 of England and
Wales;


 


words denoting
the singular shall include the plural and vice versa;


 


words denoting
one gender only shall include the other genders; and


 


words denoting
persons only shall include firms and corporations and vice versa.


 


1.2        (a)     All references in these presents to principal and/or interest in respect
of the Notes or to any moneys payable by the Issuer and/or the Guarantors under
these presents shall be deemed to include a reference to any additional amounts
which may be payable under Condition 8.


 


5

















 


(b)       All references in these
presents to euro or the sign € shall be construed as references to the currency
introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Community as
amended by the Treaty on European Union and as amended by the Treaty of
Amsterdam.


 


(c)       All references in these
presents to any statute or any provision of any statute shall be deemed also to
refer to any statutory modification or re-enactment thereof or any statutory
instrument, order or regulation made thereunder or under any such modification
or re-enactment.


 


(d)       All references in these
presents to guarantees or to an obligation being guaranteed shall be deemed to
include respectively references to indemnities or to an indemnity being given
in respect thereof.


 


(e)       All references in these
presents to any action, remedy or method of proceeding for the enforcement of
the rights of creditors shall be deemed to include, in respect of any
jurisdiction other than England, references to such action, remedy or method of
proceeding for the enforcement of the rights of creditors available or
appropriate in such jurisdiction as shall most nearly approximate to such
action, remedy or method of proceeding described or referred to in these
presents.


 


(f)       All references in these
presents to taking proceedings against the Issuer and/or any Guarantor shall be
deemed to include references to proving in the winding up of the Issuer and/or
such Guarantor (as the case may be).


 


(g)       All references in these
presents to Euroclear and/or Clearstream, Luxembourg shall be deemed to include
references to any other clearing system as is approved by the Trustee.


 


(h)       Unless the context
otherwise requires words or expressions used in these presents shall bear the
same meanings as in the Companies Act 2006.


 


(i)       In this Trust Deed
references to Schedules, clauses, subclauses, paragraphs and subparagraphs
shall be construed as references to the Schedules to this Trust Deed and to the
clauses, subclauses, paragraphs and subparagraphs of this Trust Deed
respectively.


 


(j)       In these presents
tables of contents and clause headings are included for ease of reference and
shall not affect the construction of these presents.


 


(k)       All references in these
presents to Notes being listed or having a listing shall, in relation to the Luxembourg Stock
Exchange, be construed to mean that such Notes have been admitted to trading on
the Luxembourg Stock Exchange’s market for listed securities and all references
in these presents to listing or listed shall include references to quotation
and quoted, respectively.


 


1.3       Words and expressions
defined in the Conditions shall have the same meanings where used herein unless
the context otherwise requires or unless otherwise stated.


 


2.        COVENANT TO REPAY AND TO PAY INTEREST ON THE NOTES


 


2.1       The aggregate principal
amount of the Notes is limited to €500,000,000.


 


6

















 


2.2       The Issuer covenants
with the Trustee that it will, in accordance with these presents, on the due
date for the final maturity of the Notes provided for in the Conditions, or on
such earlier date as the same or any part thereof may become due and repayable
thereunder in accordance with the Conditions, pay or procure to be paid
unconditionally to or to the order of the Trustee in Euro in immediately
available funds the principal amount of the Notes repayable on that date and
shall in the meantime and until such date (both before and after any judgment
or other order of a court of competent jurisdiction) pay or procure to be paid
unconditionally to or to the order of the Trustee as aforesaid interest (which
shall accrue from day to day) on the principal amount of the Notes outstanding
at the rate of 4.00 per cent. per annum payable annually in arrear on 10
November, the first such payment (representing a full year’s interest) to be
made on 10 November 2011;


 


PROVIDED THAT:


 


(a)       every payment of
principal or interest in respect of the Notes to or to the account of the
Principal Paying Agent in the manner provided in the Agency Agreement shall
operate in satisfaction pro tanto of
the relative covenant by the Issuer in this clause except to the extent that
there is default in the subsequent payment thereof in accordance with the
Conditions to the Noteholders or Couponholders (as the case may be);


 


(b)       in any case where
payment of principal is not made to the Trustee or the Principal Paying Agent
on or before the due date, interest shall continue to accrue on the principal
amount of the Notes (both before and after any judgment or other order of a
court of competent jurisdiction) at the rates aforesaid (or, if higher, the
rate of interest on judgment debts for the time being provided by English law)
up to and including the date which the Trustee determines to be the date on and
after which payment is to be made to the Noteholders in respect thereof as
stated in a notice given to the Noteholders in accordance with Condition 13
(such date to be not later than 30 days after the day on which the whole of
such principal amount, together with an amount equal to the interest which has
accrued and is to accrue pursuant to this proviso up to and including that
date, has been received by the Trustee or the Principal Paying Agent, except in
the case of payment to the Principal Paying Agent to the extent that there is a
failure in the subsequent payment to the Noteholders under the Conditions); and


 


(c)       in any case where
payment of the whole or any part of the principal amount of any Note is
improperly withheld or refused upon due presentation thereof (other than in
circumstances contemplated by proviso (b) above) interest shall accrue on
that principal amount, payment of which has been so withheld or refused (both
before and after any judgment or other order of a court of competent
jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on
judgment debts for the time being provided by English law) from and including
the date of such withholding or refusal up to and including the date on which,
upon further presentation of the relevant Note, payment of the full amount
(including interest as aforesaid) in Euro payable in respect of such Note is
made or (if earlier) the seventh day after notice is given to the relevant
Noteholder (in accordance with Condition 13) that the full amount (including interest
as aforesaid) in Euro payable in respect of such Note is available for payment,
provided that, upon further presentation thereof being duly made, such payment
is made.


 


The Trustee will
hold the benefit of this covenant on trust for the Noteholders and the
Couponholders and itself in accordance with these presents.


 


7
















 


TRUSTEE’S
REQUIREMENTS REGARDING PAYING AGENTS


 


2.3       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
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 the Agency Agreement until notified by the Trustee to the contrary:


 


(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 these presents mutatis mutandis
on the terms provided in the Agency Agreement (save that the Trustee’s
liability under any provisions thereof 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 these
presents relating 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 Coupons to or to the order of the Trustee
and not to the Principal Paying Agent; with effect from the issue of any such
notice to the Issuer and the Guarantors and until such notice is withdrawn,
proviso (a) to subclause 2.2 of this clause relating to the Notes shall
cease to have effect.


 


FURTHER
ISSUES


 


2.4        (a)     The Issuer shall be at liberty from time to time (but subject always to
the provisions of these presents) without the consent of the Noteholders or
Couponholders to create and issue further notes or bonds (whether in bearer or
registered form) either (i) ranking pari passu in
all respects (or in all respects save for the first payment of interest
thereon), and so that the same shall be consolidated and form a single series,
with the Notes and/or the further notes or bonds of any series constituted by
this Trust Deed or any supplemental deed or (ii) upon such terms as to
ranking, interest, conversion, redemption and otherwise as the Issuer may at
the time of issue thereof determine and not being consolidated and forming a
single series with the Notes.


 


(b)       Any further notes or
bonds which are to be created and issued pursuant to the provisions of
paragraph 2.4(a) above so as to form a single series with the Notes and/or
the further notes or bonds of any series shall be constituted by a trust deed
supplemental to this Trust Deed and any other further notes or bonds which are
to be created and issued pursuant to the provisions of paragraph 2.4(a) above
may (subject to the consent of the Trustee) be constituted by a trust deed
supplemental to this Trust Deed.  In any
such case the Issuer and the Guarantors shall prior to the issue of any further
notes or bonds to be so constituted execute and deliver to the Trustee a trust
deed supplemental to this Trust Deed (in relation to which all applicable stamp
duties


 


8

















 


or other documentation fees, duties or taxes have been
paid and, if applicable, duly stamped or denoted accordingly) containing a
covenant by the Issuer in the form mutatis mutandis of
subclause 2.2 in relation to the principal and interest in respect of such
further notes or bonds and such other provisions (whether or not corresponding
to any of the provisions contained in this Trust Deed) as the Trustee shall
require including making such consequential modifications to this Trust Deed as
the Trustee shall require in order to give effect to such issue of further
notes or bonds.


 


(c)       A memorandum of every
such supplemental trust deed shall be endorsed by the Trustee on this Trust
Deed and by the Issuer and the Guarantors on their duplicates of this Trust
Deed.


 


(d)       Whenever it is proposed
to create and issue any such further notes or bonds the Issuer shall give to
the Trustee not less than 14 days’ notice in writing of its intention so to do
stating the amount of further notes or bonds proposed to be created and issued.


 


3.        FORM AND ISSUE OF NOTES AND COUPONS


 


3.1       The Notes shall be
represented initially by the Temporary Global Note which the Issuer shall issue
to a bank depositary common to both Euroclear and Clearstream, Luxembourg on
terms that such depositary shall hold the same for the account of the persons
who would otherwise be entitled to receive the Notes in definitive form (Definitive Notes) and the successors in title to such
persons as appearing in the records of Euroclear and Clearstream, Luxembourg
for the time being.


 


3.2       The Temporary Global
Note shall be printed or typed in the form or substantially in the form set out
in Schedule 1 and may be a facsimile. 
The Temporary Global Note shall be in the aggregate principal amount of €500,000,000
and shall be signed manually or in facsimile by a person duly authorised by the
Issuer on behalf of the Issuer and shall be authenticated by or on behalf of
the Principal Paying Agent.  The
Temporary Global Note so executed and authenticated shall be a binding and
valid obligation of the Issuer and title thereto shall pass by delivery.


 


3.3       The Issuer shall issue
the Permanent Global Note in exchange for the Temporary Global Note in
accordance with the provisions thereof. 
The Permanent Global Note shall be printed or typed in the form or
substantially in the form set out in Schedule 1 and may be a facsimile.  The Permanent Global Note shall be in the
aggregate principal amount of up to €500,000,000 and shall be signed manually
or in facsimile by a person duly authorised by the Issuer on behalf of the
Issuer and shall be authenticated by or on behalf of the Principal Paying
Agent.  The Permanent Global Note so
executed and authenticated shall be a binding and valid obligation of the
Issuer and title thereto shall pass by delivery.


 


3.4       The Issuer shall issue
the Definitive Notes (together with the unmatured Coupons attached) in exchange
for the Permanent Global Note in accordance with the provisions thereof.


 


3.5       The Definitive Notes
and the Coupons shall be to bearer in the respective forms or substantially in
the respective forms set out in Schedule 2 and will be security printed in
accordance with applicable legal and stock exchange requirements and the
Definitive Notes shall be issued in the denomination of €50,000 and €1,000 each
(serially numbered) and shall be endorsed with the Conditions.  Title to the Definitive Notes and the Coupons
shall pass by delivery. No Definitive Notes shall be issued with a denomination
above €99,000.


 


9

















 


3.6       The Definitive Notes
shall be signed manually or in facsimile by a person duly authorised by the
Issuer on behalf of the Issuer and shall be authenticated by or on behalf of
the Principal Paying Agent.  The Coupons
shall not be signed or authenticated.


 


3.7       The Issuer may use the
facsimile signature of any person who at the date such signature is affixed is
a person duly authorised by the Issuer as referred to in subclauses 3.2, 3.3
and 3.6 above notwithstanding that at the time of issue of the Temporary Global
Note, the Permanent Global Note or any of the Definitive Notes, as the case may
be, he may have ceased for any reason to be so authorised.  The Definitive Notes so signed and
authenticated, and the Coupons, upon execution of the relevant Definitive
Notes, shall be binding and valid obligations of the Issuer.


 


4.        FEES, DUTIES AND TAXES


 


The Issuer will
pay any stamp, issue, registration, documentary and other fees, duties and
taxes, including interest and penalties (but excluding any interest or
penalties arising by reason of any act or omission of the Trustee or any
Noteholder or Couponholder that is done or omitted to be done in breach of the
terms of these presents), payable (i) in Belgium, Luxembourg, the United
Kingdom, the United States of America, Italy and the jurisdiction of any
Guarantor on or in connection with (a) the execution and delivery of these
presents, (b) the constitution and issue of the Notes and the Coupons and (ii) in
any relevant jurisdiction or in connection with any action taken by or on
behalf of the Trustee or (where permitted under these presents so to do) any
Noteholder or Couponholder to enforce, or to resolve any doubt concerning, or
for any other purpose in relation to, these presents.


 


5.        COVENANT OF COMPLIANCE


 


Each of the
Issuer and each of the Guarantors severally covenants with the Trustee that it
will comply with and perform and observe all the provisions of these presents
which are expressed to be binding on it. 
The Conditions shall be binding on the Issuer, the Guarantors, the
Noteholders and the Couponholders and all persons claiming through or under
them respectively.  The Trustee shall be
entitled to enforce the obligations of the Issuer and the Guarantors under the
Notes and the Coupons as if the same were set out and contained in the trust
deeds constituting the same, which shall be read and construed as one document
with the Notes and the Coupons.  The
Trustee will hold the benefit of this covenant upon trust for itself and the
Noteholders and the Couponholders according to its and their respective
interests.


 


6.        CANCELLATION OF NOTES AND RECORDS


 


6.1       The Issuer shall
procure that all Notes (a) redeemed or (b) purchased and surrendered
for cancellation by or on behalf of the Issuer, any of the Guarantors or any
other Subsidiary of the Issuer or (c) which, being mutilated or defaced,
have been surrendered and replaced pursuant to Condition 12 or (d) exchanged
as provided in these presents (together in each case with all unmatured Coupons
attached thereto or delivered therewith) and all Coupons paid in accordance
with the Conditions or which, being mutilated or defaced, have been surrendered
and replaced pursuant to Condition 12 shall forthwith be cancelled by or on
behalf of the Issuer and a certificate stating:


 


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


 


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


 


10

















 


(c)       the total numbers
(where applicable, of each denomination) by maturity date of such Coupons;


 


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


 


(e)       the aggregate principal
amount of Notes (if any) which have been purchased by or on behalf of the
Issuer, any of the Guarantors or any other Subsidiary of the Issuer and
cancelled and the serial numbers of such Notes in definitive form and the total
number (where applicable, of each denomination) by maturity date of the Coupons
attached thereto or surrendered therewith;


 


(f)       the aggregate principal
amounts of Notes and the aggregate amounts in respect of Coupons which have
been so exchanged or surrendered and replaced and the serial numbers of such
Notes in definitive form and the total number (where applicable, of each
denomination) by maturity date of such Coupons; and


 


(g)       the total number by
maturity date of the unmatured Coupons missing from any definitive Notes (where
applicable, of each denomination) which have been redeemed or exchanged or
surrendered and replaced and the serial numbers of the definitive Notes to
which such missing unmatured Coupons appertained,


 


shall be given
to the Trustee by or on behalf of the Issuer as soon as possible and in any
event within four months after the date of any such redemption, purchase,
payment, exchange or replacement (as the case may be).  The Trustee may accept such certificate as
conclusive evidence of redemption, purchase, exchange or replacement pro tanto of the Notes or payment of interest thereon
respectively and of cancellation of the relative Notes and Coupons.


 


6.2       The Issuer shall
procure (a) that the Principal Paying Agent shall keep a full and complete
record of all Notes and Coupons (other than serial numbers of Coupons) and of
their redemption, purchase and cancellation, payment or exchange (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 (b) that
such records shall be made available to the Trustee at all reasonable times
during normal business hours.


 


7.        GUARANTEE


 


7.1       Each Original Guarantor
hereby irrevocably and unconditionally on a joint and several basis with each
other Guarantor from time to time and subject to the provisions of subclause
7.9 below, and notwithstanding the release of any other Guarantor or any other
person under the terms of any composition or arrangement with any creditors of
the Issuer or any other Subsidiary of the Issuer, guarantees to the Trustee:


 


(a)       the due and punctual
payment in accordance with the provisions of these presents of the principal of
and interest on the Notes and of any other amounts payable by the Issuer under
these presents; and


 


(b)       the due and punctual
performance and observance by the Issuer of each of the other provisions of
these presents on the Issuer’s part to be performed or observed.


 


7.2       If the Issuer fails for
any reason whatsoever punctually to pay any such principal, interest or other
amount, each Original Guarantor shall cause each and every such payment to be
made as if each Original Guarantor instead of the Issuer were expressed to be
the primary obligor


 


11

















 


under these presents and not merely as surety (but
without affecting the nature of the Issuer’s obligations) to the intent that
the holder of the relevant Note or Coupon or the Trustee (as the case may be)
shall receive the same amounts in respect of principal, interest or such other
amount as would have been receivable had such payments been made by the Issuer.


 


7.3       If any payment made by
the Issuer and received by the Trustee or any Noteholder or Couponholder under
the provisions of these presents shall (whether on the subsequent bankruptcy,
insolvency or corporate reorganisation of the Issuer or, without limitation, on
any other event) be avoided or set aside for any reason, such payment shall not
be considered as discharging or diminishing the liability of any Guarantor and
this Guarantee shall continue to apply as if such payment had at all times
remained owing by the Issuer and each Guarantor shall indemnify the Trustee and
the Noteholders and/or Couponholders (as the case may be) in respect thereof
PROVIDED THAT the obligations of the Issuer and/or the Guarantors under this
subclause shall, as regards each payment made to the Trustee or any Noteholder
or Couponholder which is avoided or set aside, be contingent upon such payment
being reimbursed to the Issuer or other persons entitled through the Issuer.


 


7.4       Each Guarantor hereby
agrees that its obligations under this clause shall be unconditional and that
each Guarantor shall be fully liable irrespective of the validity, regularity,
legality or enforceability against the Issuer of, or of any defence or
counter-claim whatsoever available to the Issuer in relation to, its
obligations under these presents, whether or not any action has been taken to
enforce the same or any judgment obtained against the Issuer, whether or not
any of the other provisions of these presents have been modified, whether or
not any time, indulgence, waiver, authorisation or consent has been granted to
the Issuer by or on behalf of the Noteholders or the Couponholders or the
Trustee, whether or not any determination has been made by the Trustee pursuant
to Clause 19, whether or not there have been any dealings or transactions
between the Issuer, any of the Noteholders or Couponholders or the Trustee,
whether or not the Issuer has been dissolved, liquidated, merged, consolidated,
bankrupted or has changed its status, functions, control or ownership, whether
or not the Issuer has been prevented from making payment by foreign exchange
provisions applicable at its place of registration or incorporation and whether
or not any other circumstances have occurred which might otherwise constitute a
legal or equitable discharge of or defence to a guarantor.  Accordingly the validity of this Guarantee
shall not be affected by reason of any invalidity, irregularity, illegality or
unenforceability of all or any of the obligations of the Issuer under these
presents and this Guarantee shall not be discharged nor shall the liability of
any Guarantors under these presents be affected by any act, thing or omission
or means whatever whereby its liability would not have been discharged if it
had been the principal debtor.


 


7.5       Without prejudice to
the provisions of subclause 9.1 the Trustee may determine from time to time
whether or not it will enforce this Guarantee which it may do without making
any demand of or taking any proceedings against the Issuer and may from time to
time make any arrangement or compromise with any Guarantor in relation to this
guarantee which the Trustee may consider expedient in the interests of the
Noteholders.


 


7.6       Each Guarantor waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of dissolution, liquidation, merger or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer, protest or notice with
respect to these presents or the indebtedness evidenced thereby and all demands
whatsoever and covenant that this Guarantee shall be a continuing guarantee, shall
extend to the ultimate balance of all sums payable and obligations owed by the
Issuer under these presents, shall not be discharged except by complete
performance of the obligations in these presents and is additional to, and not
instead of, any security or other guarantee or indemnity at any time existing
in favour of any person, whether from any Guarantor or otherwise.


 


12

















 


7.7       If any moneys shall
become payable by any Guarantor under any Guarantee, none of the Guarantor
shall, so long as the same remain unpaid, without the prior written consent of
the Trustee:


 


(a)       in respect of any
amounts paid by it under the Guarantee, exercise any rights of subrogation or
contribution or, without limitation, any other right or remedy which may accrue
to it in respect of or as a result of any such payment; or


 


(b)       in respect of any other
moneys for the time being due to such Guarantor by the Issuer, claim payment
thereof or exercise any other right or remedy;


 


(including in
either case claiming the benefit of any security or right of set-off or, on the
liquidation of the Issuer, proving in competition with the Trustee).  If, notwithstanding the foregoing, upon the
bankruptcy, insolvency or liquidation of the Issuer, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities, shall be received by any Guarantor before payment in
full of all amounts payable under these presents shall have been made to the
Noteholders, the Couponholders and the Trustee, such payment or distribution
shall be received by such Guarantor on trust to pay the same over immediately
to the Trustee for application in or towards the payment of all sums due and
unpaid under these presents in accordance with clause 10.


 


7.8       Until all amounts which
may be or become payable by the Issuer under these presents have been
irrevocably paid in full, the Trustee may:


 


(a)       refrain from applying
or enforcing any other moneys, security or rights held or received by the
Trustee in respect of those amounts, or apply and enforce the same in such
manner and order as it sees fit (whether against those amounts or otherwise),
and the Guarantors shall not be entitled to the benefit of the same; and


 


(b)       hold in a suspense
account any moneys received from any Guarantor or on account of any Guarantor’s
liability under the Guarantee, without liability to pay interest on those
moneys.


 


7.9       Notwithstanding
anything to the contrary contained in these presents, the parties hereto agree
that:


 


(a)       for the purpose (inter alia) of Article 1938 of the Italian Civil Code,
the obligations of Luxottica S.r.l. under the Guarantee shall at no time
require Luxottica S.r.l. to pay any amount which exceeds the lower of (i) the
outstanding principal amount of the Notes plus interest accrued thereon, and (ii) the
value of the net worth (“Patrimonio Netto”
as defined by Article 2424 of the Italian Civil Code) of Luxottica S.r.l.
as determined from time to time on the basis of the latest available annual
financial statements of Luxottica S.r.l. provided that in no case such amount
shall exceed €700,000,000; and


 


(b)       Luxottica U.S.’s
liability as a Guarantor (in such capacity the U.S.
Guarantor) hereunder shall be limited to an amount not to exceed as
of any date of determination the lesser of:


 


(i)       the outstanding
principal amount of the Notes plus interest accrued thereon; and


 


13

















 


(ii)       the amount that could
be claimed by the Trustee, the Noteholders and the Couponholders from the U.S.
Guarantor under the Guarantee without rendering such claim voidable or
avoidable under Section 548 of Title 11 of the Bankruptcy Code or under
any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law after taking into account, among other
things, the U.S. Guarantor’s right of contribution and indemnification from
each other Guarantor under sub-clause (c) below;


 


(c)       to the extent that any
Guarantor shall make a payment under a Guarantee (a Guarantor
Payment) of all or any obligations of the Issuer (Guaranteed Obligations) which, taking into account all other
Guarantor Payments then previously or concurrently made by the other
Guarantors, exceeds the amount that such Guarantor would otherwise have paid if
each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such
Guarantor Payment in the same proportion that such Guarantor’s “Allocable
Amount” (as defined below) (in effect immediately prior to such Guarantor
Payment) bore to the aggregate Allocable Amounts of all Guarantors in effect
immediately prior to the making of such Guarantor Payment, then, following
indefeasible payment in full in cash of all the Guaranteed Obligations, the
Notes, the Coupons and under these presents, such Guarantor shall be entitled
to receive contribution and indemnification payments from, and be reimbursed
by, each of the other Guarantors for the amount of such excess, pro rata based
upon their respective Allocable Amounts in effect immediately prior to such
Guarantor Payment.  As of any date of
determination, the “Allocable Amount”
of any Guarantor shall be equal to the maximum amount of the claim that could
then be recovered from such Guarantor under the Guarantee without rendering
such claim voidable or avoidable under Section 548 of Title 11 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute of the jurisdiction of
such Guarantor.  This sub-clause (c) is
intended only to define the relative rights of Guarantors and nothing set forth
in this sub-clause (c) is intended to or shall impair the obligations of
Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of the
Guarantee.  The rights of the parties
under this sub-clause (c) shall be exercisable upon the full and
indefeasible payment of the Guaranteed Obligations, the Notes, the Coupons and
under these presents.  The parties hereto
acknowledge that the rights of contribution and indemnification hereunder shall
constitute assets of any Guarantor to which such contribution and
indemnification is owing.


 


7.10      The obligations of each
Guarantor under these presents constitute direct, unconditional and (subject to
the provisions of Condition 4.1) unsecured obligations of such Guarantor and
(subject as aforesaid) rank and will rank pari passu with
all other outstanding unsecured and unsubordinated obligations of such
Guarantor, present and future, but, in the event of insolvency, only to the
extent permitted by applicable laws relating to creditors’ rights.


 


7.11      In connection with the
proposed admission of any Successor Guarantor or Additional Guarantor pursuant
to paragraphs (c) or (d) of the definition of Permitted Transaction
in Condition 10.2, no such admission shall be effective until the Trustee shall
have received:


 


(a)       a duly executed trust
deed supplemental to this Trust Deed (or in such other form as may be necessary
or appropriate to comply with any applicable law, rule or regulation,
including the law of any jurisdiction outside England and Wales where that
Successor Guarantor or Additional Guarantor is organised or carries on
business) containing a joint and several guarantee (in the same terms, mutatis mutandis, as the


 


14

















 


guarantee contained in this Clause 7 and subject
to such other limitations as required by mandatory provisions of laws of the country
of incorporation of such Successor Guarantor or Additional Guarantor) and
otherwise in form and manner satisfactory to the Trustee pursuant to which such
Successor Guarantor or Additional Guarantor agrees to be bound by the
provisions of these presents as fully as if such Successor Guarantor or
Additional Guarantor had been named in these presents as an Original Guarantor;


 


(b)       a duly executed agency
agreement supplemental to the Agency Agreement in form and manner satisfactory
to the Trustee pursuant to which such Successor Guarantor or Additional
Guarantor agrees to be bound by the provisions of the Agency Agreement as fully
as if such Successor Guarantor or Additional Guarantor had been named therein
as an Original Guarantor;


 


(c)       a certificate signed by
a two directors of such proposed Successor Guarantor or Additional Guarantor,
in a form and with substance acceptable to the Trustee, certifying (A) that
the giving of the relevant Guarantee by the proposed Successor Guarantor or
Additional Guarantor will not breach any restriction imposed on it under laws
generally applicable to persons of the same legal form as such proposed
Successor Guarantor or Additional Guarantor; and (B) the matters outlined
in (d) below;


 


(d)       such legal opinion(s) as
the Trustee shall require from independent legal advisers satisfactory to the
Trustee and in a form and with substance satisfactory to the Trustee as to the
enforceability under English law and the laws of the relevant jurisdiction of
the Successor Guarantor or Additional Guarantor (as the case may be), of the
Guarantee to be given by such Successor Guarantor or Additional Guarantor and
of all other obligations to be assumed by such Successor Guarantor or
Additional Guarantor in the agreements described in paragraphs (a) and (b) above;
and


 


(e)       a certificate signed by
two Directors of the Issuer confirming that the proposed admission of the
Successor Guarantor or Additional Guarantor is being conducted in connection
with and in accordance with the definition of a Permitted Transaction,


 


and such
Successor Guarantor or Additional Guarantor and the Issuer shall have complied
with such other requirements to assure more fully that the agreements in
paragraphs (a) and (b) above are enforceable as the Trustee may
direct in the interests of the Noteholders.


 


7.12     All the provisions of
this Trust Deed relating to the Original Guarantors and the Guarantors shall
apply to a Successor Guarantor or Additional Guarantor which gives a guarantee
pursuant to Condition 10.2 and to the guarantee given by the Successor
Guarantor or Additional Guarantor in all respects as if such Successor
Guarantor or Additional Guarantor had been a party to this Trust Deed and
references herein to the Original Guarantor and Guarantors had included such Successor
Guarantor or Additional Guarantor, save for the provisions set out in Clause
7.9 above which shall apply only in relation to a Successor Guarantor or
Additional Guarantor incorporated in Italy or, as the case may be, the United
States of America and provided further that any similar or like limitations
applicable to the Successor Guarantor or Additional Guarantor shall be included
in the supplemental trust deed.


 


15

















 


8.        ENFORCEMENT


 


8.1       The Trustee may at any
time, at its discretion and without notice, take such proceedings and/or other
steps as it may think fit against or in relation to the Issuer and any of the
Guarantors to enforce their respective obligations under these presents.


 


8.2       Proof that as regards
any specified Note or Coupon the Issuer or any of the Guarantors (as the case
may be) has made default in paying any amount due in respect of such Note or
Coupon shall (unless the contrary be proved) be sufficient evidence that the
same default has been made as regards all other Notes or Coupons (as the case
may be) in respect of which the relevant amount is due and payable.


 


9.        ACTION, PROCEEDINGS AND INDEMNIFICATION


 


9.1       The Trustee shall not
be bound to take any action in relation to these presents (including but not
limited to the giving of any notice pursuant to Condition 10 or the taking of
any proceedings and/or other steps mentioned in subclause 8.1) unless
respectively directed or requested to do so (a) by an Extraordinary
Resolution or (b) in writing by the holders of at least one-fifth in
principal amount of the Notes then outstanding and in either case then only if
it shall be indemnified and/or secured and/or pre-funded to its satisfaction
against all Liabilities to which it may render itself liable or which it may
incur by so doing.


 


9.2       Only the Trustee may
enforce the provisions of these presents. 
No Noteholder or Couponholder shall be entitled to proceed directly
against the Issuer or any of the Guarantors to enforce the performance of any
of the provisions of these presents unless the Trustee having become bound as
aforesaid to take proceedings fails to do so within a reasonable period and
such failure is continuing.


 


10.      APPLICATION OF MONEYS


 


All moneys
received by the Trustee under these presents shall be held by the Trustee upon
trust to apply them (subject to Clause 12):


 


(a)       First, in payment or
satisfaction of all amounts then due and unpaid under Clause 15 to the Trustee
and/or any Appointee and in retention of an amount which the Trustee considers
necessary to pay any amounts that it considers will thereafter become due to be
paid under Clause 15 to it or any Appointee, to the extent it considers that
moneys received by it thereafter under these presents may be insufficient and/or
may not be received in time to pay such amounts;


 


(b)       Secondly, in or towards payment pari passu and rateably of all principal and interest then
due and unpaid in respect of the Notes; and


 


(c)       Thirdly, in payment of the
balance (if any) to the Issuer (without prejudice to, or liability in respect
of, any question as to how such payment to the Issuer shall be dealt with as
between the Issuer, the Guarantors and any other person).


 


Without
prejudice to this Clause 10, if the Trustee holds any moneys which represent
principal or interest in respect of Notes which have become void or in respect
of which claims have been prescribed under Condition 9, the Trustee will hold
such moneys on the above trusts.


 


16

















 


11.      NOTICE OF PAYMENTS


 


The Trustee
shall give notice to the Noteholders in accordance with Condition 13 of the day
fixed for any payment to them under Clause 10. 
Such payment may be made in accordance with Condition 6 and any payment
so made shall be a good discharge to the Trustee.


 


12.      INVESTMENT BY TRUSTEE


 


12.1     If the amount of moneys
at any time available for the payment of principal and interest in respect of
the Notes issued by the Issuer under Clause 10 shall be less than 10 per cent.
of the nominal amount of the Notes issued by the Issuer then outstanding, the
Trustee may at its discretion invest such moneys in some or one of the
investments authorised below.  The
Trustee at its discretion may vary such investments and may accumulate such
investments and the resulting income until the accumulations, together with any
other funds for the time being under the control of the Trustee and available
for such purpose, amount to at least 10 per cent. of the nominal amount of the
Notes issued by the Issuer then outstanding and then such accumulations and
funds shall be applied under Clause 10.


 


12.2     Any moneys which under
the trusts of these presents ought to or may be invested by the Trustee may be
invested in the name or under the control of the Trustee in any investments or
other assets in any part of the world in each case for the time being
authorised by law for the investment by trustees of this money whether or not
they produce income or by placing the same on deposit in the name or under the
control of the Trustee at such bank or other financial institution and in such
currency as the Trustee may think fit. 
If that bank or institution is the Trustee or a subsidiary, holding or
associated company of the Trustee, it need only account for an amount of interest
equal to the amount of interest which would, at then current rates, be payable
by it on such a deposit to an independent customer.  The Trustee may at any time vary any such
investments for or into other investments or convert any moneys so deposited
into any other currency and shall not be responsible for any loss resulting
from any such investments or deposits, whether due to depreciation in value,
fluctuations in exchange rates or otherwise.


 


13.      PARTIAL PAYMENTS


 


Upon any payment
under Clause 10 (other than payment in full against surrender of a Note or
Coupon) the Note or Coupon in respect of which such payment is made shall be
produced to the Trustee or the Paying Agent by or through whom such payment is
made and the Trustee shall or shall cause such Paying Agent to enface thereon a
memorandum of the amount and the date of payment but the Trustee may in any
particular case dispense with such production and enfacement upon such
indemnity being given as it shall think sufficient.


 


14.      COVENANTS BY THE ISSUER AND THE GUARANTORS


 


So long as any
of the Notes remains outstanding (or, in the case of paragraphs (g), (h), (l),
(m), (n) and (p), so long as any of the Notes or Coupons remains liable to
prescription) each of the Issuer and (save where indicated otherwise) the
Guarantors severally covenants with the Trustee that it shall:


 


(a)       give or procure to be
given to the Trustee such opinions, certificates, information and evidence as
it shall require and in such form as it shall require (including without
limitation the procurement by the Issuer or the Guarantors (as the case may be)
of all such certificates called for by the Trustee pursuant to subclause 16(b))
for the purpose of the discharge or exercise of the duties, trusts, powers,
authorities and discretions vested in it under these presents or by operation
of law;


 


17
















 


(b)       cause to be prepared
and if so required under the laws of its jurisdiction of incorporation
certified by its independent auditors for the time being in respect of each
financial accounting period accounts in such form as will comply with all
relevant legal and accounting requirements and all requirements for the time
being of the Luxembourg Stock Exchange and, in the case of the Issuer only,
Consolidated Financial Statements and Consolidated Quarterly Financial
Statements containing the Consolidated Equity of the Group, and save that this
sub-clause (b) shall only apply to each Guarantor to the extent that it is
required by the laws of its country of incorporation to prepare accounts;


 


(c)       at all times keep
proper books of account and allow the Trustee and any person appointed by the
Trustee to whom the Issuer, the Guarantors shall have no reasonable objection
free access to such books of account at all reasonable times during normal
business hours;


 


(d)       send to the Trustee (in
addition to any copies to which it may be entitled as a holder of any
securities of the Issuer or the Guarantors) (i) in the case of the Issuer, a
copy in English of its Consolidated Financial Statements in respect of each
financial year commencing with the financial year ended 31 December 2010
promptly following its publication and in any event not later than 180 days
after the end of such financial year; and a copy in English of every balance
sheet, profit and loss account, report circular and notice of general meeting
and every other document issued or sent to its shareholders together with any
of the foregoing and every document issued or sent to the holders of
securities, other than the shareholders (including the Noteholders), in each
case as soon as practicable after the issue or publication thereof; and (ii) in
the case of each Guarantor, a copy in its original language (accompanied by an
English language translation) of its statutory financial statements in respect
of each financial year commencing with the financial year ended  31 December 2010, promptly following the publication
thereof and in any event not later than 180 days after the end of such
financial year, to the extent such Guarantor is required by the laws of its
country of incorporation to prepare financial statements;


 


(e)       forthwith give notice
in writing to the Trustee upon becoming aware of the coming into existence of
any security interest which would require any security to be given to the Notes
pursuant to Condition 4.1 or of the occurrence of any Event of Default or any
Potential Event of Default or Change of Control or Change of Control Put Event;


 


(f)       in the case of the
Issuer only, give to the Trustee (i) within seven days after demand by the
Trustee therefor and (ii) (without the necessity for any such demand) promptly
after the publication of its Consolidated Financial Statements in respect of
each financial year commencing with the financial year ended 31 December 2010
and in any event not later than 180 days after the end of each such financial
year a certificate in or substantially in the form set out in Schedule 4 signed
by two Directors of the Issuer  to the
effect that, (a) as at a date not more than seven days before delivering such
certificate (the certification date) there did not
exist and had not existed since the certification date of the previous
certificate (or in the case of the first such certificate the date hereof) any
Event of Default or any Potential Event of Default or any Change of Control or
any Change of Control Put Event (or if such exists or existed specifying the
same) and (b) that during the period from and including the certification date
of the last such certificate (or in the case of the first such certificate the
date hereof) to and including the certification date of such certificate  the Issuer and the Guarantors has complied
with all its obligations contained in these presents or (if such is not the
case) specifying the respects in which it has not complied;


 


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(g)       so far as is permitted
by law, at all times execute and do all such further documents, acts and things
as may be necessary at any time or times in the opinion of the Trustee to give
effect to these presents;


 


(h)        at all times maintain
Paying Agents in accordance with the Conditions;


 


(i)       use its best endeavours
to procure the Principal Paying Agent to notify the Trustee forthwith in the
event that the Principal Paying Agent does not, on or before the due date for
any payment in respect of the Notes or any of them or any of the Coupons,
receive unconditionally pursuant to the Agency Agreement payment of the full
amount in the requisite currency of the moneys payable on such due date on all
such Notes or Coupons as the case may be;


 


(j)       in the event of the
unconditional payment to the Principal Paying Agent or the Trustee of any sum
due in respect of the Notes or any of them or any of the Coupons being made
after the due date for payment thereof forthwith give or procure to be given
notice to the relevant Noteholders in accordance with Condition 13 that such
payment has been made;


 


(k)       use its best endeavours
to maintain the listing of the Notes on the Luxembourg Stock Exchange or, if it
is unable to do so having used its best endeavours or if it is agreed by the
Trustee that the maintenance of such listing is unduly onerous or impractical
and the Trustee is of the opinion that to do so would not be materially
prejudicial to the interests of the Noteholders, use its best endeavours to
obtain and maintain a quotation or listing of the Notes on such other stock
exchange or exchanges or securities market or markets as the Issuer may (with
the prior written approval of the Trustee) decide and shall also upon obtaining
a quotation or listing of the Notes on such other stock exchange or exchanges
or securities market or markets enter into a trust deed supplemental to this
Trust Deed to effect such consequential amendments to these presents as the
Trustee may require or as shall be requisite to comply with the requirements of
any such stock exchange or securities market;


 


(l)       give notice to the
Noteholders in accordance with Condition 13 of any appointment, resignation or
removal of any  Paying Agent (other than
the appointment of the initial Paying Agents) after having obtained the prior
written approval of the Trustee thereto or any change of any Paying Agent’s
specified office and (except as provided by the Agency Agreement or the
Conditions) at least 30 days prior to such event taking effect provided the
Paying Agent and Trustee act in a way so as to allow the Issuer to comply with
this covenant; PROVIDED ALWAYS THAT so long as any of the Notes or Coupons
remains liable to prescription in the case of the termination of the
appointment of the Principal Paying Agent no such termination shall take effect
until a new  Principal Paying Agent has
been appointed on terms previously approved in writing by the Trustee;


 


(m)      send or procure to be
sent to the Trustee, not less than 10 days prior to which any such notice is to
be given, the form of every notice to be given to the Noteholders in accordance
with Condition 13 and obtain the prior written approval of the Trustee (not to
be unreasonably withheld or delayed) to, and promptly give (or procure to be
given) to the Trustee two copies of, the final form of every notice to be given
to the Noteholders in accordance with Condition 13 (such approval, unless so
expressed, not to constitute approval for the purposes of Section 21 of the
Financial Services and Markets Act 2000 of the United Kingdom (the FSMA) of a communication within the meaning of Section 21 of
the FSMA);


 


19

















 


(n)       comply with and perform
all its obligations under  the Agency
Agreement and use its best endeavours to procure that  the Paying Agents comply with and perform all
their respective obligations thereunder and any notice given by the Trustee
pursuant to Clause 2.3(a)(i) and not make any amendment or modification to such
Agreement without the prior written approval of the Trustee (not to be
unreasonably withheld or delayed) and use all reasonable endeavours to make
such amendments to such Agreement as the Trustee may require;


 


(o)       in the case of the
Issuer only, in order to enable the Trustee to ascertain the principal amount
of Notes for the time being outstanding for any of the purposes referred to in
the proviso to the definition of outstanding in
Clause 1, deliver (or procure to be delivered) to the Trustee forthwith upon
being so requested in writing by the Trustee a certificate in writing signed by
two Directors of the Issuer  setting out
the total number and aggregate principal amount of Notes which:


 


(i)       up to and including the
date of such certificate have been purchased by the Issuer, the Guarantors or
any other Subsidiary of the Issuer and cancelled; and


 


(ii)       are at the date of such
certificate held by, for the benefit of, or on behalf of, the Issuer, the
Guarantors, any other Subsidiary of the Issuer, any holding company of the
Issuer or any other Subsidiary of such holding company;


 


(p)       in the case of the
Issuer only, procure its Subsidiaries to comply with all (if any) applicable
provisions of Condition 7.4 (Purchases) and Condition 7.5 (Cancellations);


 


(q)       use its best endeavours
to procure that each of the Paying Agents makes available for inspection by
Noteholders and Couponholders at its specified office copies of these presents,
the Agency Agreement and the then latest audited annual consolidated financial
statements of the Issuer and audited annual statutory financial statements of
the Guarantors, to the extent such Guarantor is required by the laws of its
country of incorporation to prepare financial statements;


 


(r)       give to the Trustee (i)
on the date hereof and (ii) at the same time as sending to it the certificates
referred to in paragraph (f) above, a certificate by two Directors of the
Issuer and two Directors of each Guarantor addressed to the Trustee (in the
form set out in Schedule 5) listing those Subsidiaries of the Issuer or, as the
case may be, such Guarantor which as at the date hereof, as at the
certification date (as defined in paragraph (f) above) of the relevant
certificate given under paragraph (f) above or, as the case may be, as at the
first day on which the then latest annual accounts (consolidated or
unconsolidated, as the case may be) of each such Subsidiary and the then latest
audited annual consolidated accounts of the Group became available were
Material Subsidiaries for the purposes of Condition 10;


 


(s)       give to the Trustee, as
soon as reasonably practicable after the acquisition or disposal of any company
which thereby becomes or ceases to be a Material Subsidiary or after any
transfer is made to any Subsidiary of the Issuer or either Guarantor which
thereby is to be treated (until it is demonstrated otherwise) as a Material
Subsidiary, a certificate by two Directors of the Issuer or two Directors of
the relevant Guarantor, as the case may be, addressed to the Trustee (with a
form and content satisfactory to the Trustee) to such effect;


 


(t)       prior to making any
modification or amendment or supplement to these presents, procure the delivery
of (a) legal opinion(s) as to English and any other relevant law,


 


20

















 


addressed to the Trustee, dated the date of such
modification or amendment or supplement, as the case may be, and in a form
acceptable to the Trustee from legal advisers acceptable to the Trustee;


 


(u)       in the case of the
Issuer only, give notice to the Trustee of the proposed redemption of the Notes
at least 5 business days in London prior to the giving of any notice of
redemption in respect of such Notes pursuant to Condition 13; and


 


(v)       in the event that the
Notes do not carry an investment grade credit rating (BBB-/Baa3/BBB-, or equivalent,
or better) from any Rating Agency, the Issuer and each Guarantor shall give to
the Trustee (without the necessity for demand) promptly after the publication
of each of their Consolidated Quarterly Financial Statements in respect of each
of their respective financial quarters (other than the last quarter in each
financial year) a certificate in the form set out in Schedule 6 signed by two
Directors of the Issuer or two Directors of the relevant Guarantor (as the case
may be) confirming that none of the Issuer’s or such Guarantor’s Subsidiaries
(not being a Guarantor) have incurred, created or permitted to subsist any
Indebtedness in contravention of the restrictions set out in Condition 4.2.


 


15.      REMUNERATION AND INDEMNIFICATION OF TRUSTEE


 


15.1     The Issuer shall pay to
the Trustee remuneration for its services as trustee as from the date of this
Trust Deed, such remuneration to be at such rate and to be paid on such dates
as may from time to time be agreed between the Issuer and the Trustee.  Such remuneration shall accrue from day to
day and be payable (in priority to payments to the Noteholders and
Couponholders) up to and including the date when, all the Notes having become
due for redemption, the redemption moneys and interest thereon to the date of
redemption have been paid to the Principal Paying Agent or, as the case may be,
the Trustee PROVIDED THAT if upon due presentation of any Note or Coupon or any
cheque payment of the moneys due in respect thereof is improperly withheld or
refused, remuneration will commence again to accrue until payment thereof.


 


15.2     In the event of the
occurrence of an Event of Default or a Potential Event of Default or a Change
of Control Put Event, the Issuer hereby agrees that the Trustee shall be
entitled to be paid additional remuneration, as shall be agreed between them
from time to time. In any other case, if the Trustee considers it expedient or
necessary or is requested by the Issuer or the Guarantors to undertake duties
which the Trustee and the Issuer agree to be of an exceptional nature or
otherwise outside the scope of the normal duties of the Trustee under these
presents the Issuer shall pay to the Trustee such additional remuneration as
shall be agreed between them (and which may be calculated by reference to the
Trustee’s normal hourly rates in force from time to time).


 


15.3     The Issuer shall in
addition pay to the Trustee an amount equal to the amount of any documented
value added tax or similar tax chargeable in respect of its remuneration under
these presents.


 


15.4     In the event of the
Trustee and the Issuer failing to agree:


 


(a)       (in a case to which
subclause 15.1 above applies) upon the amount of the remuneration; or


 


(b)       (in a case to which
subclause 15.2 above applies) upon whether such duties shall be of an
exceptional nature or otherwise outside the scope of the normal duties of the
Trustee under these presents, or upon such additional remuneration,


 


21

















 


such matters
shall be determined by a person (acting as an expert and not as an arbitrator)
selected by the Trustee and approved by the Issuer or, failing such approval,
nominated (on the application of the Trustee) by the President for the time
being of The Law Society of England and Wales (the expenses involved in such
nomination and the fees of such person being payable by the Issuer) and the
determination of any such person shall be final and binding upon the Trustee,
the Issuer and the Guarantors.


 


15.5     Without prejudice to
the right of indemnity by law given to trustees, each of the Issuer and the
Guarantors shall severally indemnify the Trustee and every Appointee and keep
it or him indemnified against all Liabilities to which it or he may be or
become subject or which may be properly incurred by it or him in the
preparation and execution or purported execution of any of its or his trusts,
powers, authorities and discretions under these presents or its or his
functions under any such appointment or in respect of any other matter or thing
done or omitted in any way relating to these presents or any such appointment
(including all Liabilities incurred in disputing or defending any of the
foregoing).


 


15.6     The Issuer shall also
pay or discharge all Liabilities properly incurred by the Trustee in relation
to the preparation and execution of, the exercise of its powers and the
performance of its duties under, and in any other manner relating to, these
presents, including but not limited to reasonable travelling expenses and any
stamp, issue, registration, documentary and other taxes or duties paid or
payable by the Trustee in connection with any action taken or contemplated by
or on behalf of the Trustee for enforcing these presents.


 


15.7     Where any amount
payable by the Issuer under Clause 15.5 or Clause 15.6 has instead been paid by
any person or persons other than the Issuer or any Guarantor (each, an Indemnifying Party), the Issuer shall pay to the Trustee an
equal amount for the purpose of enabling the Trustee to reimburse the
Indemnifying Parties.


 


15.8     All amounts payable
pursuant to subclauses 15.5 and 15.6 shall be payable by the Issuer on the date
specified in a demand by the Trustee and in the case of payments actually made
by the Trustee prior to such demand shall carry interest at a rate equal to the
Trustee’s cost of borrowing  from the
date such demand is made, and in all other cases shall (if not paid within 30
days after the date of such demand or, if such demand specifies that payment is
to be made on an earlier date, on such earlier date) carry interest at such
rate from such thirtieth day or such other date specified in such demand.  All remuneration payable to the Trustee shall
carry interest at such rate from the due date therefor. A certificate from the
Trustee as to the Trustee’s cost of borrowing on any particular date or during
any particular period shall be conclusive and binding on the Issuer and any
Guarantor.


 


15.9     The Issuer hereby
further undertakes to the Trustee that all monies payable by the Issuer to the
Trustee under this clause shall be made without set-off, counterclaim,
deduction or withholding unless compelled by law in which event the Issuer will
pay such additional amounts as will result in the receipt by the Trustee of the
amounts which would otherwise have been payable by the Issuer to the Trustee
under this clause in the absence of any such set-off, counterclaim, deduction
or withholding.


 


15.10    Unless otherwise
specifically stated in any discharge of these presents the provisions of this
Clause 15 shall continue in full force and effect notwithstanding such
discharge.


 


16.      SUPPLEMENT TO TRUSTEE ACTS


 


Section 1 of the
Trustee Act 2000 shall not apply to the duties of the Trustee in relation to
the trusts constituted by these presents. 
Where there are any inconsistencies between the Trustee Acts and the
provisions of these presents, the provisions of these presents shall, to the
extent


 


22

















 


allowed by law,
prevail and, in the case of any such inconsistency with the Trustee Act 2000,
the provisions of these presents shall constitute a restriction or exclusion
for the purposes of that Act.  The
Trustee shall have all the powers conferred upon trustees by the Trustee Acts
and by way of supplement thereto it is expressly declared as follows:


 


(a)       The Trustee may in
relation to these presents act on the advice or opinion of or any information
(whether addressed to the Trustee or not) obtained from any lawyer, valuer,
accountant, surveyor, banker, broker, auctioneer or other expert whether
obtained by the Issuer, the Guarantors, the Trustee or otherwise and shall not
be responsible for any Liability occasioned by so acting.


 


(b)       Any such advice,
opinion or information may be sent or obtained by letter, telex, telegram,
facsimile transmission, electronic mail or cable and the Trustee shall not be
liable for acting on any advice, opinion or information purporting to be
conveyed by any such letter, telex, telegram, facsimile transmission,
electronic mail or cable although the same shall contain some error or shall
not be authentic.


 


(c)       The Trustee may call
for and shall be at liberty to accept as sufficient evidence of any fact or
matter or the expediency of any transaction or thing a certificate signed by
any two Directors of the Issuer or by any two Directors of any Guarantor and
the Trustee shall not be bound in any such case to call for further evidence or
be responsible for any Liability that may be occasioned by it or any other
person acting on such certificate.


 


(d)       The Trustee shall be at
liberty to hold these presents and any other documents relating thereto or to
deposit them in any part of the world with any banker or banking company or
company whose business includes undertaking the safe custody of documents or
lawyer or firm of lawyers considered by the Trustee to be of good repute and
the Trustee shall not be responsible for or required to insure against any
Liability incurred in connection with any such holding or deposit and may pay
all sums required to be paid on account of or in respect of any such deposit.


 


(e)       The Trustee shall not
be responsible for the receipt or application of the proceeds of the issue of
any of the Notes by the Issuer, the exchange of any Global Note for another
Global Note or definitive Notes or the delivery of any Global Note or
definitive Notes to the person(s) entitled to it or them.


 


(f)       The Trustee shall not
be bound to give notice to any person of the execution of any documents
comprised or referred to in these presents or to take any steps to ascertain
whether any Event of Default, Potential Event of Default, Change of Control or
Change of Control Put Event has happened and, until it shall have actual
knowledge or express notice pursuant to these presents to the contrary, the
Trustee shall be entitled to assume that no Event of Default, Potential Event
of Default, Change of Control or Change of Control Put Event has happened and
that the Issuer and the Guarantors are observing and performing all their
obligations under these presents (including, for the avoidance of doubt, their
respective obligations pursuant to Condition 4.2).


 


(g)       Save as expressly
otherwise provided in these presents, the Trustee shall have absolute and
uncontrolled discretion as to the exercise or non-exercise of its trusts, powers,
authorities and discretions under these presents (the exercise or non-exercise
of which as between the Trustee and the Noteholders and Couponholders shall be
conclusive and binding on the Noteholders and Couponholders) and shall not be
responsible for any Liability which may result from their exercise or
non-exercise and


 


23

















 


in particular the Trustee shall not be bound to act at
the request or direction of the Noteholders or otherwise under any provision of
these presents or to take at such request or direction or otherwise any other
action under any provision of these presents, without prejudice to the
generality of subclause 9.1, unless it shall first be indemnified and/or
secured and/or pre-funded to its satisfaction against all Liabilities to which
it may render itself liable or which it may incur by so doing.


 


(h)       The Trustee shall not
be liable to any person by reason of having acted upon any Extraordinary
Resolution or Ordinary Resolution in writing or any Extraordinary Resolution or
other resolution purporting to have been passed at any meeting of Noteholders
in respect whereof minutes have been made and signed or any Extraordinary
Resolution passed by way of electronic consents received through the relevant
Clearing System(s) in accordance with these presents or any direction or
request of Noteholders even though subsequent to its acting it may be found
that there was some defect in the constitution of the meeting or the passing of
the resolution or (in the case of an Extraordinary Resolution in writing or an
Ordinary Resolution in writing or a direction or a request) it was not signed
by the requisite number of Noteholders or (in the case of an Extraordinary
Resolution passed by electronic consents received through the relevant Clearing
System(s)) it was not approved by the requisite number of Noteholders or that
for any reason the resolution, direction or request was not valid or binding
upon such Noteholders and the relative Couponholders.


 


(i)       The Trustee shall not
be liable to any person by reason of having accepted as valid or not having
rejected any Note or Coupon purporting to be such and subsequently found to be
forged or not authentic.


 


(j)       Any consent or approval
given by the Trustee for the purposes of these presents may be given on such
terms and subject to such conditions (if any) as the Trustee thinks fit and
notwithstanding anything to the contrary in these presents may be given
retrospectively.  The Trustee may give
any consent or approval, exercise any power, authority or discretion or take
any similar action (whether or not such consent, approval, power, authority,
discretion or action is specifically referred to in these presents) if it is
satisfied that the interests of the Noteholders will not be materially
prejudiced thereby.  For the avoidance of
doubt, the Trustee shall not have any duty to the Noteholders in relation to
such matters other than that which is contained in the preceding sentence.


 


(k)       The Trustee shall not
(unless and to the extent ordered so to do by a court of competent
jurisdiction) be required to disclose to any Noteholder or Couponholder any
information (including, without limitation, information of a confidential,
financial or price sensitive nature) made available to the Trustee by the
Issuer or the Guarantors or any other person in connection with these presents
and no Noteholder or Couponholder shall be entitled to take any action to
obtain from the Trustee any such information.


 


(l)       Where it is necessary or
desirable for any purpose in connection with these presents to convert any sum
from one currency to another it shall (unless otherwise provided by these
presents or required by law) be converted at such rate or rates, in accordance
with such method and as at such date for the determination of such rate of
exchange, as may be agreed by the Trustee in consultation with the Issuer and
the Guarantors  and any rate, method and
date so agreed shall be binding on the Issuer, the Guarantors, the Noteholders
and the Couponholders.


 


24

















 


(m)      The Trustee may certify
that any of the conditions, events and acts set out in subparagraphs (b), (d)
and (e) to (g) inclusive and (i) and (j) of Condition 10 (each of which conditions,
events and acts shall, unless in any case the Trustee in its absolute
discretion shall otherwise determine, for all the purposes of these presents be
deemed to include the circumstances resulting therein and the consequences
resulting therefrom) is in its opinion materially prejudicial to the interests
of the Noteholders and any such certificate shall be conclusive and binding
upon the Issuer, the Guarantors, the Noteholders and the Couponholders.


 


(n)       The Trustee as between
itself and the Noteholders and Couponholders may determine all questions and
doubts arising in relation to any of the provisions of these presents.  Every such determination, whether or not
relating in whole or in part to the acts or proceedings of the Trustee, shall
be conclusive and shall bind the Trustee and the Noteholders and Couponholders.


 


(o)       In connection with the
exercise by it of any of its trusts, powers, authorities and discretions under
these presents (including, without limitation, any modification, waiver,
authorisation or determination), the Trustee shall have regard to the general
interests of the Noteholders as a class and shall not have regard to any
interests arising from circumstances particular to individual Noteholders or
Couponholders (whatever their number) and, in particular but without
limitation, shall not have regard to the consequences of any such exercise for
individual Noteholders or Couponholders (whatever their number) resulting from
their being for any purpose domiciled or resident in, or otherwise connected
with, or subject to the jurisdiction of, any particular territory or any
political sub-division thereof and the Trustee shall not be entitled to
require, nor shall any Noteholder or Couponholder be entitled to claim, from
the Issuer, the Guarantors, the Trustee or any other person any indemnification
or payment in respect of any tax consequence of any such exercise upon
individual Noteholders or Couponholders except to the extent already provided
for in Condition 8 and/or any undertaking given in addition thereto or in
substitution therefor under these presents.


 


(p)       Any trustee of these
presents being a lawyer, accountant, broker or other person engaged in any
profession or business shall be entitled to charge and be paid all usual
professional and other charges for business transacted and acts done by him or
his firm in connection with the trusts of these presents and also his proper
charges in addition to disbursements for all other work and business done and
all time spent by him or his firm in connection with matters arising in
connection with these presents.


 


(q)       The Trustee may
whenever it thinks fit delegate by power of attorney or otherwise to any person
or persons or fluctuating body of persons (whether being a joint trustee of
these presents or not) all or any of its trusts, powers, authorities and
discretions under these presents.  Such
delegation may be made upon such terms (including power to sub-delegate with
the consent of the Trustee) and subject to such conditions and regulations as the
Trustee may in the interests of the Noteholders think fit.  The Trustee shall not be under any obligation
to supervise the proceedings or acts of any such delegate or sub-delegate or be
in any way responsible for any Liability incurred by reason of any misconduct
or default on the part of any such delegate or sub-delegate.  The Trustee shall within a reasonable time
after any such delegation or any renewal, extension or termination thereof give
notice thereof to the Issuer.


 


(r)       The Trustee may in the
conduct of the trusts of these presents instead of acting personally employ and
pay an agent (whether being a lawyer or other professional person) to transact
or conduct, or concur in transacting or conducting, any business


 


25

















 


and to do, or concur in doing, all acts required to be
done in connection with these presents (including the receipt and payment of
money).  The Trustee shall not be in any
way responsible for any Liability incurred by reason of any misconduct or
default on the part of any such agent or be bound to supervise the proceedings
or acts of any such agent.


 


(s)       The Trustee may appoint
and pay any person to act as a custodian or nominee on any terms in relation to
such assets of the trusts constituted by these presents as the Trustee may
determine, including for the purpose of depositing with a custodian these
presents or any document relating to the trusts constituted by these presents
and the Trustee shall not be responsible for any Liability incurred by reason
of the misconduct, omission or default on the part of any person appointed by
it hereunder or be bound to supervise the proceedings or acts of such person;
the Trustee is not obliged to appoint a custodian if the Trustee invests in securities
payable to bearer.


 


(t)       The Trustee shall not
be responsible for the execution, delivery, legality, effectiveness, adequacy,
genuineness, validity, performance, enforceability or admissibility in evidence
of these presents or any other document relating or expressed to be
supplemental thereto and shall not be liable for any failure to obtain any
licence, consent or other authority for the execution, delivery, legality,
effectiveness, adequacy, genuineness, validity, performance, enforceability or
admissibility in evidence of these presents or any other document relating or
expressed to be supplemental thereto.


 


(u)       The Trustee may call
for any certificate or other document to be issued by Euroclear or Clearstream,
Luxembourg as to the principal amount of Notes represented by a Global Note
standing to the account of any person. 
Any such certificate or other document shall, in the absence of manifest
error, be conclusive and binding for all purposes.  Any such certificate or other document may
comprise any form of statement or print out of electronic records provided by
the relevant clearing system (including Euroclear’s EUCLID or Clearstream,
Luxembourg’s Creation Online system) in accordance with its usual procedures
and in which the holder of a particular principal amount of Notes is clearly
identified together with the amount of such holding.  The Trustee shall not be liable to any person
by reason of having accepted as valid or not having rejected any certificate or
other document to such effect purporting to be issued by Euroclear or
Clearstream, Luxembourg and subsequently found to be forged or not authentic.


 


(v)       The Trustee shall not
be responsible to any person for failing to request, require or receive any
legal opinion relating to the Notes or for checking or commenting upon the
content of any such legal opinion and shall not be responsible for any
Liability incurred thereby.


 


(w)      Subject to the
requirements, if any, of the Luxembourg Stock Exchange, any corporation into
which the Trustee shall be merged or with which it shall be consolidated or any
company resulting from any such merger or consolidation shall be a party hereto
and shall be the Trustee under these presents without executing or filing any
paper or document or any further act on the part of the parties thereto unless
required by applicable law.


 


(x)       The Trustee shall not
be bound to take any action in connection with these presents or any
obligations arising pursuant thereto, including, without prejudice to the
generality of the foregoing, forming any opinion or employing any financial
adviser, where it is not reasonably satisfied that it will be indemnified
against all Liabilities which may


 


26

















 


be incurred in connection with such action and may
demand prior to taking any such action that there be paid to it in advance such
sums as it reasonably considers (without prejudice to any further demand) shall
be sufficient so to indemnify it.


 


(y)       No provision of these
presents shall require the Trustee to do anything which may (i) be illegal or
contrary to applicable law or regulation; or (ii) cause it to expend or risk
its own funds or otherwise incur any Liability in the performance of any of its
duties or in the exercise of any of its rights, powers or discretions, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity, prefunding or security against such risk or Liability is
not assured to it.


 


(z)       Unless notified to the
contrary, the Trustee shall be entitled to assume without enquiry (other than
requesting a certificate pursuant to subclause 14(o)) that no Notes are held
by, for the benefit of, or on behalf of, the Issuer, the Guarantors, any other
Subsidiary of the Issuer, any holding company of the Issuer or any other
Subsidiary of such holding company.


 


(aa)      The Trustee shall have
no responsibility whatsoever to the Issuer, the Guarantors, any Noteholder or
Couponholder or any other person for the maintenance of or failure to maintain
any rating of any of the Notes by any rating agency.


 


(bb)     Any certificate advice,
opinion or report of the Auditors or any other expert called for by or provided
to the Trustee (whether or not addressed to the Trustee) in accordance with or
for the purposes of these presents may be relied upon by the Trustee as
sufficient evidence of the facts stated therein notwithstanding that such
certificate, advice, opinion, report and/or any engagement letter or other
document entered into by the Trustee in connection therewith contains a
monetary or other limit on the liability of the Auditors or such other expert
or professional adviser in respect thereof and notwithstanding that the scope
and/or basis of such certificate, advice, opinion or report may be limited by
any engagement or similar letter or by the terms of the certificate, advice,
opinion or report itself.


 


(cc)      The Trustee shall not
be responsible for, or for investigating any matter which is the subject of,
any recital, statement, representation, warranty or covenant of any person
contained in these presents, or any other agreement or document relating to the
transactions contemplated in these presents or under such other agreement or
document.


 


(dd)     The Trustee shall not
be liable or responsible for any Liabilities or inconvenience which may result
from anything done or omitted to be done by it in accordance with the
provisions of these presents save in relation to its own gross negligence,
wilful default or fraud.


 


(ee)      When determining
whether an indemnity or any security is satisfactory to it, the Trustee shall
be entitled to evaluate its risk in any given circumstance by considering the
worst-case scenario and, for this purpose, it may take into account, without
limitation, the potential costs of defending or commencing proceedings in
England or elsewhere and the risk, however remote, of any award of damages
against it in England or elsewhere.


 


(ff)      The Trustee shall be
entitled to require that any indemnity or security given to it by the
Noteholders or any of them be given on a joint and several basis and be
supported by evidence satisfactory to it as to the financial standing and
creditworthiness of each counterparty and/or as to the value of the security
and an opinion as to the capacity,


 


27
















 


power and authority of each counterparty and/or the
validity and effectiveness of the security.


 


17.      TRUSTEE’S LIABILITY


 


Nothing in these
presents shall in any case in which the Trustee has failed to show the degree
of care and diligence required of it as trustee having regard to the provisions
of these presents conferring on it any trusts, powers, authorities or
discretions exempt the Trustee from or indemnify it against any liability for
any breach of trust of which it may be guilty in relation to its duties under
these presents.


 


18.      TRUSTEE CONTRACTING WITH THE ISSUER AND THE
GUARANTORS


 


Neither the
Trustee nor any director or officer or holding company, Subsidiary or
associated company of a corporation acting as a trustee under these presents
shall by reason of its or his fiduciary position be in any way precluded from:


 


(a)       entering into or being
interested in any contract or financial or other transaction or arrangement
with the Issuer or the Guarantors or any person or body corporate associated
with the Issuer or the Guarantors (including without limitation any contract,
transaction or arrangement of a banking or insurance nature or any contract,
transaction or arrangement in relation to the making of loans or the provision
of financial facilities or financial advice to, or the purchase, placing or
underwriting of or the subscribing or procuring subscriptions for or otherwise
acquiring, holding or dealing with, or acting as paying agent in respect of,
the Notes or any other notes, bonds stocks, shares, debenture stock, debentures
or other securities of, the Issuer or the Guarantors or any person or body
corporate associated as aforesaid); or


 


(b)       accepting or holding
the trusteeship of any other trust deed constituting or securing any other
securities issued by or relating to the Issuer or the Guarantors or any such
person or body corporate so associated or any other office of profit under the
Issuer or the Guarantors or any such person or body corporate so associated,


 


and shall be
entitled to exercise and enforce its rights, comply with its obligations and
perform its duties under or in relation to any such contract, transaction or
arrangement as is referred to in (a) above or, as the case may be, any
such trusteeship or office of profit as is referred to in (b) above
without regard to the interests of the Noteholders and notwithstanding that the
same may be contrary or prejudicial to the interests of the Noteholders and
shall not be responsible for any Liability occasioned to the Noteholders
thereby and shall be entitled to retain and shall not be in any way liable to
account for any profit made or share of brokerage or commission or remuneration
or other amount or benefit received thereby or in connection therewith.


 


Where any
holding company, subsidiary or associated company of the Trustee or any
director or officer of the Trustee acting other than in his capacity as such a
director or officer has any information, the Trustee shall not thereby be
deemed also to have knowledge of such information and, unless it shall have
actual knowledge of such information, shall not be responsible for any loss
suffered by Noteholders resulting from the Trustee’s failing to take such
information into account in acting or refraining from acting under or in
relation to these presents.


 


28

















 


19.      WAIVER, AUTHORISATION AND DETERMINATION


 


The Trustee may
without the consent or sanction of the Noteholders and without prejudice to its
rights in respect of any subsequent breach, Event of Default or Potential Event
of Default from time to time and at any time but only if and in so far as in
its opinion the interests of the Noteholders shall not be materially prejudiced
thereby waive or authorise any breach or proposed breach by the Issuer or the
Guarantors of any of the covenants or provisions contained in these presents or
determine that any Event of Default or Potential Event of Default shall not be
treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Trustee
shall not exercise any powers conferred on it by this clause in contravention
of any express direction given by Extraordinary Resolution or by a request
under Condition 11 but so that no such direction or request shall affect any
waiver, authorisation or determination previously given or made.  Any such waiver, authorisation or
determination may be given or made on such terms and subject to such conditions
(if any) as the Trustee may determine, shall be binding on the Noteholders and
the Couponholders and, if, but only if, the Trustee shall so require, shall be
notified by the Issuer to the Noteholders in accordance with Condition 13 as
soon as practicable thereafter.


 


20.      MODIFICATION


 


The Trustee may
without the consent or sanction of the Noteholders or Couponholders at any time
and from time to time concur with the Issuer and the Guarantors in making any
modification (a) to these presents or the Agency Agreement which in the
opinion of the Trustee it may be proper to make PROVIDED THAT the Trustee is of
the opinion that such modification is not materially prejudicial to the
interests of the Noteholders or (b) to these presents or the Agency
Agreement if in the opinion of the Trustee such modification is of a formal,
minor or technical nature or to correct a manifest error or an error which in
the opinion of the Trustee, is proven or of it is made to comply with mandatory
laws, legislation and regulations of Italy applicable to the convening of
meetings, quorums and the majorities required to pass an Extraordinary
Resolution and which enters into force at any time while the Notes remain
outstanding.  Any such modification may
be made on such terms and subject to such conditions (if any) as the Trustee
may determine, shall be binding upon the Noteholders and the Couponholders and,
unless the Trustee agrees otherwise, shall be notified by the Issuer to the
Noteholders in accordance with Condition 13 as soon as practicable thereafter.


 


21.      BREACH


 


Any breach of or
failure to comply with any such terms and conditions as are referred to in
Clauses 19 and 20 shall constitute a default by the Issuer or the relevant
Guarantors (as the case may be) in the performance or observance of a covenant
or provision binding on it under or pursuant to these presents.


 


22.      HOLDER OF DEFINITIVE NOTE ASSUMED TO BE
COUPONHOLDER


 


Wherever in
these presents the Trustee is required or entitled to exercise a power, trust,
authority or discretion under these presents, except as ordered by a court of
competent jurisdiction or as required by applicable law, the Trustee shall,
notwithstanding that it may have notice to the contrary, assume that each
Noteholder is the holder of all Coupons appertaining to each Note in definitive
form of which he is the holder.


 


23.      NO NOTICE TO COUPONHOLDERS


 


Neither the
Trustee nor the Issuer nor the Guarantors shall be required to give any notice
to the Couponholders for any purpose under these presents and the Couponholders
shall be


 


29

















 


deemed for all
purposes to have notice of the contents of any notice given to the Noteholders
in accordance with Condition 13.


 


24.      ENTITLEMENT TO TREAT HOLDER AS ABSOLUTE OWNER


 


The Issuer, the
Guarantors, the Trustee and the Paying Agents may (to the fullest extent
permitted by applicable laws) deem and treat the holder of any Note or of a
particular principal amount of the Notes and the holder of any Coupon as the
absolute owner of such Note, principal amount or Coupon, as the case may be,
for all purposes (whether or not such Note, principal amount or Coupon shall be
overdue and notwithstanding any notice of ownership thereof or of trust or
other interest with regard thereto, any notice of loss or theft thereof or any
writing thereon), and the Issuer, the Guarantors, the Trustee and the Paying
Agents shall not be affected by any notice to the contrary.  All payments made to any such holder shall be
valid and, to the extent of the sums so paid, effective to satisfy and
discharge the liability for the moneys payable in respect of such Note,
principal amount or Coupon, as the case may be.


 


25.      CURRENCY INDEMNITY


 


Each of the
Issuer and the Guarantors shall severally indemnify the Trustee, every
Appointee, the Noteholders and the Couponholders and keep them indemnified
against:


 


(a)       any Liability incurred
by any of them arising from the non-payment by the Issuer or the Guarantors of
any amount due to the Trustee or the Noteholders or Couponholders under these
presents by reason of any variation in the rates of exchange between those used
for the purposes of calculating the amount due under a judgment or order in
respect thereof and those prevailing at the date of actual payment by the
Issuer or the relevant Guarantors; and


 


(b)       any deficiency arising
or resulting from any variation in rates of exchange between (i) the date
as of which the local currency equivalent of the amounts due or contingently
due under these presents (other than this clause) is calculated for the
purposes of any bankruptcy, insolvency or liquidation of the Issuer or the
Guarantors and (ii) the final date for ascertaining the amount of claims
in such bankruptcy, insolvency or liquidation. 
The amount of such deficiency shall be deemed not to be reduced by any
variation in rates of exchange occurring between the said final date and the
date of any distribution of assets in connection with any such bankruptcy,
insolvency or liquidation.


 


The above
indemnities shall constitute obligations of the Issuer and the Guarantors
separate and independent from their obligations under the other provisions of
these presents and shall apply irrespective of any indulgence granted by the
Trustee or the Noteholders or the Couponholders from time to time and shall
continue in full force and effect notwithstanding the judgment or filing of any
proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer or
the Guarantors for a liquidated sum or sums in respect of amounts due under
these presents (other than this clause). 
Any such deficiency as aforesaid shall be deemed to constitute a loss
suffered by the Noteholders and Couponholders and no proof or evidence of any
actual loss shall be required by the Issuer or the Guarantors or their
liquidator or liquidators.


 


26.      NEW TRUSTEE


 


The power to
appoint a new trustee of these presents shall, subject as hereinafter provided,
be vested in the Issuer but no person shall be appointed who shall not
previously have been


 


30

















 


approved by an
Extraordinary Resolution.  One or more
persons may hold office as trustee or trustees of these presents but such
trustee or trustees shall be or include a Trust Corporation.  Whenever there shall be more than two
trustees of these presents the majority of such trustees shall be competent to
execute and exercise all the duties, powers, trusts, authorities and
discretions vested in the Trustee by these presents provided that a Trust
Corporation shall be included in such majority. 
Any appointment of a new trustee of these presents shall as soon as
practicable thereafter be notified by the Issuer to the Principal Paying Agent
and the Noteholders.


 


27.      SEPARATE AND CO-TRUSTEES


 


27.1     Notwithstanding the
provisions of Clause 26, the Trustee may, upon giving prior notice to the
Issuer and the Guarantors (but without the consent of the Issuer, the
Guarantors, the Noteholders or the Couponholders), appoint any person
established or resident in any jurisdiction (whether a Trust Corporation or
not) to act either as a separate trustee or as a co-trustee jointly with the
Trustee:


 


(a)       if the Trustee
considers such appointment to be in the interests of the Noteholders;


 


(b)       for the purposes of
conforming to any legal requirements, restrictions or conditions in any
jurisdiction in which any particular act or acts is or are to be performed; or


 


(c)       for the purposes of
obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction
of either a judgment already obtained or any of the provisions of these
presents against the Issuer and/or the Guarantors.


 


27.2     Each of the Issuer and
each of the Original Guarantors hereby irrevocably appoints the Trustee to be
its attorney in its name and on its behalf to execute any such instrument of
appointment.  Such a person shall (subject
always to the provisions of these presents) have such trusts, powers,
authorities and discretions (not exceeding those conferred on the Trustee by
these presents) and such duties and obligations as shall be conferred or
imposed by the instrument of appointment. 
The Trustee shall have power in like manner to remove any such
person.  Such remuneration as the Trustee
may pay to any such person in agreement with the Issuer, together with any
attributable Liabilities incurred by it in performing its function as such
separate trustee or co-trustee, shall for the purposes of these presents be
treated as Liabilities incurred by the Trustee.


 


28.      TRUSTEE’S RETIREMENT AND REMOVAL


 


A trustee of
these presents may retire at any time on giving not less than 60 days’ prior
written notice to the Issuer and the Guarantors without giving any reason and
without being responsible for any Liabilities incurred by reason of such
retirement.  The Noteholders may by
Extraordinary Resolution remove any trustee or trustees for the time being of
these presents.  The Issuer undertakes
that in the event of the only trustee of these presents which is a Trust
Corporation (for the avoidance of doubt, disregarding for this purpose any
separate or co-trustee appointed under subclause 27.1) giving notice under this
clause or being removed by Extraordinary Resolution it will use its best
endeavours to procure that a new trustee of these presents being a Trust
Corporation is appointed as soon as reasonably practicable thereafter.  The retirement or removal of any such trustee
shall not become effective until a successor trustee being a Trust Corporation
is appointed.  If, in such circumstances,
no appointment of such a new trustee has become effective within 60 days of the
date of such notice or Extraordinary Resolution, the Trustee shall be entitled
to appoint a Trust Corporation as trustee of these presents, but no such
appointment shall take effect unless previously approved by an Extraordinary
Resolution.


 


31

















 


29.      TRUSTEE’S POWERS TO BE ADDITIONAL


 


The powers
conferred upon the Trustee by these presents shall be in addition to any powers
which may from time to time be vested in the Trustee by the general law or as a
holder of any of the Notes or Coupons.


 


30.      NOTICES


 


Any notice or
demand to the Issuer, the Guarantors or the Trustee to be given, made or served
for any purposes under these presents shall be given, made or served by sending
the same by pre-paid post (first class if inland, first class airmail if
overseas) or facsimile transmission or by delivering it by hand as follows:


 


to the Issuer:                     Luxottica Group S.p.A.


Via C. Cantù 2


20123 Milan


Italy


 


(Attention: Marco
Bigatti)


 


Facsimile No. +39 0286 334094


 


to the Guarantors:


 


Luxottica
S.r.l.


Via C. Cantù 2


20123 Milan


Italy


 


(Attention: Marco
Bigatti)


 


Facsimile No. +39 0286 334094


 


Luxottica U.S.


 


44 Harbor Park
Drive


Port Washington,
New York 11050


United States of
America


 


(Attention: Vito
Giannola)


 


Facsimile No. +1 516 4846390


 


to the Trustee:                   BNP Paribas Trust Corporation
UK Limited


55 Moorgate


London EC2R 6PA


United Kingdom


 


(Attention:  the Directors)


 


Facsimile No. 0207
595 5078


 


32

















 


or to such other
address or facsimile number as shall have been notified (in accordance with
this clause) to the other parties hereto and any notice or demand sent by post
as aforesaid shall be deemed to have been given, made or served two days in the
case of inland post or seven days in the case of overseas post after despatch
and any notice or demand sent by facsimile transmission as aforesaid shall be
deemed to have been given, made or served at the time of despatch provided that
in the case of a notice or demand given by facsimile transmission a
confirmation of transmission is received by the sending party and such notice
or demand shall forthwith be confirmed by post. 
The failure of the addressee to receive such confirmation shall not
invalidate the relevant notice or demand given by facsimile transmission.


 


31.      GOVERNING LAW


 


These presents
and any non-contractual obligations arising out of or in connection with them
are governed by, and shall be construed in accordance with, English law,
provided that Condition 14 (Meetings of Noteholders)
and the provisions of this Trust Deed concerning meetings of Noteholders (as
set out in Schedule 3) are subject to compliance with laws of the Republic of
Italy applicable from time to time.


 


32.      SUBMISSION TO JURISDICTION


 


32.1     Each of the Issuer and
the Guarantors irrevocably agrees for the benefit of the Trustee, the
Noteholders and the Couponholders that the courts of England are to have
exclusive jurisdiction to settle any dispute which may arise out of or in
connection with these presents (including a dispute relating to any
non-contractual obligations arising out of or in connection with these
presents) and accordingly submit to the exclusive jurisdiction of the English
courts. Each of the Issuer and the Guarantors waives any objection to the
courts of England on the grounds that they are an inconvenient or inappropriate
forum.  The Trustee, the Noteholders and
the Couponholders may take any suit, action or proceeding arising out of or in
connection with these presents (including any suit, action or proceedings
relating to any non-contractual obligations arising out of or in connection
with these presents) (together referred to as Proceedings)
against each of the Issuer and the Guarantors in any other court of competent
jurisdiction and concurrent Proceedings in any number of jurisdictions.


 


32.2     Each of the Issuer and
the Guarantors irrevocably and unconditionally appoints Luxottica UK Limited at
its registered office for the time being and in the event of its ceasing so to
act will appoint such other person as the Trustee may approve and as the Issuer
and/or the Guarantor (as the case may be) may nominate in writing to the
Trustee for the purpose to accept service of process on its behalf in England
in respect of any Proceedings. Each of the Issuer and the Guarantors:


 


(a)       agrees to procure that,
so long as any of the Notes remains 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;


 


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


 


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


 


33

















 


33.      COUNTERPARTS


 


This Trust Deed
and any trust deed supplemental hereto may be executed and delivered in any
number of counterparts, all of which, taken together, shall constitute one and
the same deed and any party to this Trust Deed or any trust deed supplemental
hereto may enter into the same by executing and delivering a counterpart.


 


34.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999


 


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


 


IN WITNESS whereof this Trust Deed
has been executed as a deed by the Issuer, the Guarantors and the Trustee and
delivered on the date first stated on page 1.


 


34
















 


SCHEDULE 1


 


FORM OF GLOBAL NOTES


 


PART 1


 


FORM OF TEMPORARY GLOBAL NOTE


 


TRANSFER OF THE NOTES IS
PROHIBITED, OTHER THAN IN COMPLIANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION THEREUNDER.


 


ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION IN ACCORDANCE WITH THE ABOVE REQUIREMENTS WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.


 


LUXOTTICA
GROUP S.p.A.


(Incorporated with limited liability under the laws of the Republic of
Italy,


with registered office at Via C. Cantù 2, 20123 Milan, Italy,


registered with the Companies Register of Enterprises of Milan under
number 00891030272)


 


TEMPORARY
GLOBAL NOTE


 


representing


 


€500,000,000
4.00 PER CENT. GUARANTEED


NOTES
DUE 2015


 


Unconditionally and irrevocably guaranteed on a joint and several basis


as to payment of principal and interest by


 


LUXOTTICA U.S. HOLDINGS CORP.


 (incorporated under the laws of the State of
Delaware with registered number 3046668)


 


and


 


LUXOTTICA S.r.l.


 (incorporated with limited liability under the
laws of and registered with the Companies Register of Belluno  under number 00064820251)


 


(each an Original  Guarantor and
together, the Original Guarantors)


 


This Note is a
temporary Global Note without interest coupons in respect of a duly authorised
issue of Notes of Luxottica Group S.p.A. (the Issuer),  designated as specified in the title hereof (the Notes),  limited to the
aggregate principal amount of five hundred million Euro (€500,000,000) and
constituted by a Trust Deed dated 10 November 2010 (the Trust Deed) between the Issuer, the Original Guarantors and
BNP Paribas Trust Corporation UK Limited as trustee (the trustee for the time
being thereof being herein called the Trustee).  References herein to the Conditions (or to
any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in Schedule 2 to the Trust Deed.  The aggregate principal amount from time to time
of this temporary Global Note


 


35

















 


shall be five
hundred million Euro (€500,000,000) or, if less, that amount as shall be shown
by the latest entry duly made in the Schedule hereto.


 


1.                                      Promise
to pay


 


Subject as
provided in this temporary Global Note the Issuer promises to pay to the bearer
the principal amount of this temporary Global Note (being at the date hereof
five hundred million Euro (€500,000,000)) on 10 November 2015 (or in whole
or, where applicable, in part on such earlier date as the said principal amount
or part respectively may become repayable in accordance with the Conditions or
the Trust Deed) and to pay interest annually in arrear on 10 November on
the principal amount from time to time of this temporary Global Note at the
rates determined in accordance with the Conditions together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Trust Deed.


 


2.                                      Exchange
for Permanent Global Note/definitive Notes and purchases


 


This temporary
Global Note is exchangeable in whole or in part upon the request of the bearer
for a further global note in respect of up to €500,000,000 aggregate principal
amount of the Notes (the Permanent Global Note)
only on and subject to the terms and conditions set out below.


 


On and after 20 December 2010
(the Exchange Date) this temporary Global
Note may be exchanged in whole or in part at the specified office of the
Principal Paying Agent (or such other place as the Trustee may agree) for the
Permanent Global Note and the Issuer shall procure that the Principal Paying
Agent shall issue and deliver, in full or partial exchange for this temporary
Global Note, the Permanent Global Note (or, as the case may be, endorse the
Permanent Global Note) in an aggregate principal amount equal to the principal
amount of this temporary Global Note submitted for exchange Provided that if
definitive Notes (together with the Coupons appertaining thereto) have already
been issued in exchange for all the Notes represented for the time being by the
Permanent Global Note, then this temporary Global Note may thereafter be
exchanged only for definitive Notes (together with the Coupons appertaining
thereto) and in such circumstances references herein to the Permanent Global
Note shall be construed accordingly and Provided further that the Permanent
Global Note shall be issued and delivered (or, as the case may be, endorsed)
only if and to the extent that there shall have been presented to the Issuer a
certificate from Euroclear Bank S.A./N.V. (Euroclear) or
from Clearstream Banking, société anonyme (Clearstream, Luxembourg)
to the effect that it has received from or in respect of a person entitled to a
particular principal amount of the Notes represented by this temporary Global
Note (as shown by its records) a certificate of non-US beneficial ownership in
the form required by it.


 


Any person who
would, but for the provisions of this temporary Global Note, the Permanent
Global Note and the Trust Deed, otherwise be entitled to receive a definitive
Note or definitive Notes shall not be entitled to require the exchange of an
appropriate part of this temporary Global Note for a like part of the Permanent
Global Note unless and until he shall have delivered or caused to be delivered
to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial
ownership in the form required by it.


 


Upon (a) any
exchange of a part of this temporary Global Note for a like part of the
Permanent Global Note or (b) the purchase by or on behalf of the Issuer,
the Original Guarantors or any other Subsidiary of the Issuer and cancellation
of a part of this temporary Global Note in accordance with the Conditions, the
portion of the principal amount hereof so exchanged or so purchased and
cancelled shall be endorsed by or on behalf of the Principal Paying Agent on behalf
of the Issuer on Part 2 of the Schedule hereto, whereupon the


 


36

















 


principal amount
hereof shall be reduced for all purposes by the amount so exchanged or so
purchased and cancelled and, in each case, endorsed.


 


3.                                      Payments


 


Until the entire
principal amount of this temporary Global Note has been extinguished, this
temporary Global Note shall in all respects be entitled to the same benefits as
the definitive Notes for the time being represented hereby and shall be
entitled to the benefit of and be bound by the Trust Deed, except that the
holder of this temporary Global Note shall not (unless upon due presentation of
this temporary Global Note for exchange, issue and delivery (or, as the case
may be, endorsement) of the Permanent Global Note is improperly withheld or
refused and such withholding or refusal is continuing at the relevant payment
date) be entitled (a) to receive any payment of interest on this temporary
Global Note except (subject to (b) below) upon certification as
hereinafter provided or (b) on and after the Exchange Date, to receive any
payment on this temporary Global Note. 
Upon any payment of principal or interest on this temporary Global Note
the amount so paid shall be endorsed by or on behalf of the Principal Paying
Agent on behalf of the Issuer on Part 1 of the Schedule hereto.


 


Payments of
interest in respect of Notes for the time being represented by this temporary
Global Note shall be made to the bearer only upon presentation to the Issuer of
a certificate from Euroclear or from Clearstream, Luxembourg to the effect that
it has received from or in respect of a person entitled to a particular
principal amount of the Notes represented by this temporary Global Note (as
shown by its records) a certificate of non-US beneficial ownership in the form
required by it.  Any person who would,
but for the provisions of this temporary Global Note and of the Trust Deed,
otherwise be beneficially entitled to a payment of interest on this temporary Global
Note shall not be entitled to require such payment unless and until he shall
have delivered or caused to be delivered to Euroclear or Clearstream,
Luxembourg a certificate of non-US beneficial ownership in the form required by
it.


 


Upon any payment
of principal and endorsement of such payment on Part 1 of the Schedule
hereto, the principal amount of this temporary Global Note shall be reduced for
all purposes by the principal amount so paid and endorsed.


 


All payments of
any amounts payable and paid to the bearer of this temporary Global Note shall
be valid and, to the extent of the sums so paid, effectual to satisfy and
discharge the liability for the moneys payable hereon, on the Permanent Global
Note and on the relevant definitive Notes and Coupons.


 


4.                                      Accountholders


 


For so long as
all of the Notes are represented by one or both of the Permanent Global Note
and this temporary Global Note and such Global Note(s) is/are held on
behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the
time being shown in the records of Euroclear or Clearstream, Luxembourg as the
holder of a particular principal amount of such Notes (each an Accountholder) (in which regard any certificate or other
document issued by Euroclear or Clearstream, Luxembourg as to the principal
amount of such Notes standing to the account of any person shall, in the
absence of manifest error, be conclusive and binding for all purposes) shall be
treated as the holder of such principal amount of such Notes for all purposes (including
for the purposes of any quorum requirements of, or the right to demand a poll
at, meetings of the Noteholders) other than with respect to the payment of
principal and interest on such Notes, the right to which shall be vested, as
against the Issuer, the Original Guarantors and the Trustee, solely in the
bearer of the relevant Global Note in accordance with and subject to its terms
and the terms of the Trust Deed.  Each


 


37

















 


Accountholder
must look solely to Euroclear or Clearstream, Luxembourg, as the case may be,
for its share of each payment made to the bearer of the relevant Global Note.


 


5.                                      Notices


 


For so long as
all of the Notes are represented by one or both of the Permanent Global Note
and this temporary Global Note and such Global Note(s) is/are held on
behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may
be given by delivery of the relevant notice to Euroclear and/or Clearstream,
Luxembourg (as the case may be) for communication to the relative
Accountholders rather than by publication as required by Condition 13 provided
that, so long as the Notes are listed on the Luxembourg Stock Exchange, the
Luxembourg Stock Exchange so agrees.  Any
such notice shall be deemed to have been given to the Noteholders on the day
after the day on which such notice is delivered to Euroclear and/or
Clearstream, Luxembourg (as the case may be) as aforesaid.


 


6.                                      Prescription


 


Claims against
the Issuer and the Original Guarantors in respect of principal and interest on
the Notes represented by the Permanent Global Note or this temporary Global
Note will be prescribed after 10 years (in the case of principal) and five
years (in the case of interest) from the Relevant Date (as defined in Condition
8).


 


7.                                      Put
Option


 


For so long as
all of the Notes are represented by one or both of the Global Notes and such
Global Note(s) is/are held on behalf of Euroclear and/or Clearstream,
Luxembourg, the option of the Noteholders provided for in Condition 7.3 may be
exercised by an Accountholder giving notice to the Principal Paying Agent in
accordance with the standard procedures of Euroclear and Clearstream,
Luxembourg (which may include notice being given on his instructions by
Euroclear or Clearstream, Luxembourg or any common depositary for them to the
Principal Paying Agent by electronic means) of the principal amount of the
Notes in respect of which such option is exercised and at the same time
presenting or procuring the presentation of the relevant Global Note to the
Principal Paying Agent for notation accordingly within the time limits set
forth in that Condition.


 


8.                                      Euroclear
and Clearstream, Luxembourg


 


References
herein to Euroclear and/or Clearstream, Luxembourg shall be deemed to include
references to any other clearing system approved by the Trustee.


 


9.                                      Authentication


 


This temporary
Global Note shall not be or become valid or obligatory for any purpose unless
and until authenticated by or on behalf of the Principal Paying Agent.


 


10.                               Governing
law


 


This temporary
Global Note and any non-contractual obligations arising out of or in connection
with it are governed by, and shall be construed in accordance with, the laws of
England and the Issuer and the Guarantors have in the Trust Deed submitted to
the jurisdiction of the courts of England for all purposes in connection with
this temporary Global Note.


 


38

















 


11.                               Contracts
(Rights of Third Parties) Act 1999


 


No rights are
conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this temporary Global Note, but this does not affect any
right or remedy of any person which exists or is available apart from that Act.


 


12.                               Requirements
of Article 2414 of the Italian Civil Code


 


The following
information relating to the Issuer is provided pursuant to Article 2414 of
the Italian Civil Code.


 


(i)                                        The Issuer’s corporate
objects, as set forth in its by-laws, can be summarised as follows: (a) to
carry out, directly or indirectly, both in Italy and abroad the development,
production, construction, sale (also to third parties), installation and supply
of services relating to energy and telecommunication cables and conductors,
optical fibres and related components and applications; (b) to acquire and
manage participations and investments in companies operating in the
aforementioned and complementary or connected sectors; and (c) to carry
out ancillary activities necessary or useful to achieve its corporate object.
The Issuer can assume indebtedness and loans in order to fund its corporate
activities.


 


(ii)                                     As at 30 September 2010, the Issuer had an authorised share
capital of Euro 29,537,918.57 and an issued share capital of Euro
27,913,348.48, and reserves of Euro 2,726,291,592.


 


(iii)                                  The issue of the Notes
was duly authorised by a resolution of the board of directors of the Issuer
dated 25 October 2010, which resolution has been filed with the competent
registry on 25 October 2010.


 


(iv)                                 The Notes are
guaranteed on a joint and several basis by the Guarantors, as described and
subject to the terms and conditions set forth in the Conditions and the Trust
Deed.


 


(v)                                    A prospectus dated 9 November 2010
has been prepared for the purpose of Directive 2003/71/EC.


 


IN WITNESS whereof the Issuer has
caused this temporary Global Note to be signed manually or in facsimile by a
person duly authorised on its behalf.


 


	
  LUXOTTICA
  GROUP S.p.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  (Duly
  authorised)

  	
   

  
	
   

  	
   

  
	
  Issued in
  London, England on 10 November, 2010.

  	
   

  
	
   

  	
   

  
	
  Certificate
  of authentication

  	
   

  
	
   

  	
   

  
	
  This temporary
  Global Note is duly authenticated without recourse, warranty or liability.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Duly
  authorised

  	
   

  
	
  for and on
  behalf of

  	
   

  
	
  BNP Paribas Securities Services, Luxembourg Branch as Principal Paying
  Agent

  



 


39

















 


THE
SCHEDULE


 


PART 1


 


PAYMENTS
OF PRINCIPAL AND INTEREST


 


The following
payments on this temporary Global Note have been made:


 


	
  Date made

  	
   

  	
  Interest paid

  	
   

  	
  Principal

  paid

  	
   

  	
  Remaining

  principal

  amount of this

  temporary

  Global Note

  following such

  payment

  	
   

  	
  Notation

  made on

  behalf of the

  Issuer

  
	
   

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


40

















 


PART 2


 


EXCHANGES
FOR PERMANENT GLOBAL NOTE AND PURCHASES AND CANCELLATIONS


 


The following
exchanges of a part of this temporary Global Note for a like part of the
Permanent Global Note and/or purchases and cancellations of a part of this
temporary Global Note have been made:


 


	
  Date made

  	
   

  	
  Part of

  principal

  amount of

  this

  temporary

  Global Note

  exchanged

  for a like

  part of the

  Permanent

  Global Note

  	
   

  	
  Part of

  principal

  amount of

  this

  temporary

  Global Note

  exchanged

  for definitive

  Notes

  	
   

  	
  Part of

  principal

  amount of this

  temporary

  Global Note

  purchased and

  cancelled

  	
   

  	
  Aggregate

  principal

  amount of this

  temporary

  Global Note

  following such

  exchange or

  purchase and

  cancellation

  	
   

  	
  Notation

  made on

  behalf of the

  Issuer

  
	
   

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


41
















 


PART 2


 


FORM OF PERMANENT GLOBAL NOTE


 


TRANSFER OF THE NOTES IS
PROHIBITED, OTHER THAN IN COMPLIANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION THEREUNDER.


 


ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION IN ACCORDANCE WITH THE ABOVE REQUIREMENTS WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.


 


LUXOTTICA
GROUP S.p.A.


(Incorporated with limited liability under the laws of the Republic of
Italy,


with registered office at Via C. Cantù 2, 20123 Milan, Italy,


registered with the Companies Register of Milan under number
00891030272)


 


PERMANENT
GLOBAL NOTE


 


representing up to


 


€500,000,000
4.00 PER CENT. GUARANTEED

NOTES DUE 2015


 


Unconditionally and irrevocably guaranteed on a joint and several basis
as to payment of principal and interest by:


 


LUXOTTICA U.S. HOLDINGS CORP.


 (incorporated under the laws of the State of
Delaware with registered number 3046668)


 


and


 


LUXOTTICA S.r.l.


 


 (incorporated with limited liability under the
laws of Italy and registered with the Companies Register of Belluno under
number 00064820251)


 


(each an Original  Guarantor and
together, the Original Guarantors)


 


This Note is a
permanent Global Note without interest coupons in respect of a duly authorised
issue of Notes of Luxottica Group S.p.A. (the Issuer),
designated as specified in the title hereof (the Notes),
limited to the aggregate principal amount of up to five hundred million Euro
(€500,000,000) and constituted by a Trust Deed dated 10 November 2010 (the
Trust Deed) between the Issuer, the
Original Guarantors and BNP Paribas Trust Corporation UK Limited  as trustee (the trustee for the time being thereof being
herein called the Trustee).  References herein to the Conditions (or to
any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in Schedule 2 to the Trust Deed.  The aggregate principal amount from time to
time of this permanent Global Note shall be that amount not exceeding five
hundred million Euro (€500,000,000)) as shall be shown by the latest entry duly
made in the Schedule hereto.


 


42

















 


1.                                      Promise
to pay


 


Subject as
provided in this permanent Global Note the Issuer promises to pay to the bearer
the principal amount of this permanent Global Note on 10 November 2015 (or
in whole or, where applicable, in part on such earlier date as the said
principal amount or part respectively may become repayable in accordance with
the Conditions or the Trust Deed) and to pay interest annually in arrear on 10 November on
the principal amount from time to time of this permanent Global Note at the
rates determined in accordance with the Conditions together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Trust Deed.


 


2.                                      Exchange
for definitive Notes


 


This permanent
Global Note will be exchangeable in whole but not in part (free of charge to
the holder) for definitive Notes only (a) upon the happening of any of the
events defined in Condition 10 as Events of Default,
or (b) if either Euroclear Bank S.A./N.V. (Euroclear)
or Clearstream Banking, société anonyme (Clearstream, Luxembourg)
is closed for business for a continuous period of 14 days (other than by reason
of holiday, statutory or otherwise) or announces an intention permanently to
cease business or does in fact do so and no alternative clearing system
satisfactory to the Trustee is available. Thereupon the holder of this
permanent Global Note (acting on the instructions of (an) Accountholder(s) (as
defined below)) may give notice to the Issuer of its intention to exchange this
permanent Global Note for definitive Notes on or after the Exchange Date (as
defined below).


 


On or after the
Exchange Date the holder of this permanent Global Note may surrender this
permanent Global Note to or to the order of the Principal Paying Agent.  In exchange for this permanent Global Note
the Issuer will deliver, or procure the delivery of, definitive Notes in bearer
form, serially numbered, in the denomination of €50,000 and integral multiples
of €1,000 in excess thereof up to and including €99,000 each with interest
coupons (Coupons) attached on issue in respect
of interest which has not already been paid on this permanent Global Note (in
exchange for the whole of this permanent Global Note).


 


Exchange
Date means a day specified in the notice requiring exchange falling not less
than 60 days after that on which such notice is given and on which banks are
open for business in the city in which the specified office of the Principal
Paying Agent is located and (except in the case of b above) in the city in
which the relevant clearing system is located.


 


Upon (a) any
exchange of a part of the Temporary Global Note for a part of this permanent
Global Note or (b) the purchase by or on behalf of the Issuer, the
Original Guarantors or any other Subsidiary of the Issuer and cancellation of a
part of this permanent Global Note in accordance with the Conditions, the
portion of the principal amount hereof so exchanged or so purchased and
cancelled shall be endorsed by or on behalf of the Principal Paying Agent on
behalf of the Issuer on Part 2 of the Schedule hereto, whereupon the
principal amount hereof shall be increased or, as the case may be, reduced for
all purposes by the amount so exchanged or so purchased and cancelled and
endorsed.  Upon the exchange of the whole
of this permanent Global Note for definitive Notes this permanent Global Note
shall be surrendered to or to the order of the Principal Paying Agent and
cancelled and, if the holder of this permanent Global Note requests, returned
to it together with any relevant definitive Notes.


 


3.                                      Payments


 


Until the entire
principal amount of this permanent Global Note has been extinguished, this
permanent Global Note shall (subject as hereinafter and in the Trust Deed
provided) in all


 


43

















 


respects be
entitled to the same benefits as the definitive Notes and shall be entitled to
the benefit of and be bound by the Trust Deed. 
Payments of principal and interest in respect of Notes represented by
this permanent Global Note will be made against presentation for endorsement
and, if no further payment falls to be made in respect of the Notes, surrender
of this permanent Global Note to the order of the Principal Paying Agent or
such other Paying Agent as shall have been notified to the Noteholders for such
purposes.  Upon any payment of principal
or interest on this permanent Global Note the amount so paid shall be endorsed
by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part 1
of the Schedule hereto.


 


Upon any payment
of principal and endorsement of such payment on Part 1 of the Schedule
hereto, the principal amount of this permanent Global Note shall be reduced for
all purposes by the principal amount so paid and endorsed.


 


All payments of
any amounts payable and paid to the bearer of this permanent Global Note shall
be valid and, to the extent of the sums so paid, effectual to satisfy and
discharge the liability for the moneys payable hereon and on the relevant
definitive Notes and Coupons.


 


4.                                      Accountholders


 


For so long as
all of the Notes are represented by one or both of the Temporary Global Note
and this permanent Global Note and such Global Note(s) is/are held on
behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the
time being shown in the records of Euroclear or Clearstream, Luxembourg as the
holder of a particular principal amount of such Notes (each an Accountholder) (in which regard any certificate or other
document issued by Euroclear or Clearstream, Luxembourg as to the principal
amount of such Notes standing to the account of any person shall, in the
absence of manifest error, be conclusive and binding for all purposes) shall be
treated as the holder of such principal amount of such Notes for all purposes
(including for the purposes of any quorum requirements of, or the right to
demand a poll at, meetings of the Noteholders) other than with respect to the
payment of principal and interest on such Notes, the right to which shall be
vested, as against the Issuer, the Original Guarantors and the Trustee, solely
in the bearer of the relevant Global Note in accordance with and subject to its
terms and the terms of the Trust Deed. 
Each Accountholder must look solely to Euroclear or Clearstream,
Luxembourg, as the case may be, for its share of each payment made to the
bearer of the relevant Global Note.


 


5.                                      Notices


 


For so long as
all of the Notes are represented by one or both of the Temporary Global Note
and this permanent Global Note and such Global Note(s) is/are held on
behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may
be given by delivery of the relevant notice to Euroclear and/or Clearstream,
Luxembourg (as the case may be) for communication to the relative
Accountholders rather than by publication as required by Condition 13 provided
that, so long as the Notes are listed on the Luxembourg Stock Exchange, the
Luxembourg Stock Exchange so agrees.  Any
such notice shall be deemed to have been given to the Noteholders on the second
day after the day on which such notice is delivered to Euroclear and/or
Clearstream, Luxembourg (as the case may be) as aforesaid.


 


Whilst any Notes
held by a Noteholder are represented by a Global Note, notices to be given by
such Noteholder may be given by such Noteholder to the Principal Paying Agent
through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such a
manner as the Principal Paying Agent and Euroclear and/or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.


 


44

















 


6.                                      Prescription


 


Claims against
the Issuer and the Original Guarantors in respect of principal and interest on
the Notes represented by the Temporary Global Note or this permanent Global
Note will be prescribed after 10 years (in the case of principal) and five
years (in the case of interest) from the Relevant Date (as defined in Condition
8).


 


7.                                      Put
Option


 


For so long as
all of the Notes are represented by one or both of the Global Notes and such
Global Note(s) is/are held on behalf of Euroclear and/or Clearstream,
Luxembourg, the option of the Noteholders provided for in Condition 7.3 may be
exercised by an Accountholder giving notice to the Principal Paying Agent in
accordance with the standard procedures of Euroclear and Clearstream,
Luxembourg (which may include notice being given on his instructions by
Euroclear or Clearstream, Luxembourg or any common depositary for them to the
Principal Paying Agent by electronic means) of the principal amount of the
Notes in respect of which such option is exercised and at the same time
presenting or procuring the presentation of the relevant Global Note to the
Principal Paying Agent for notation accordingly within the time limits set
forth in that Condition.


 


8.                                      Euroclear
and Clearstream, Luxembourg


 


References
herein to Euroclear and/or Clearstream, Luxembourg shall be deemed to include
references to any other clearing system approved by the Trustee.


 


9.                                      Authentication


 


This permanent
Global Note shall not be or become valid or obligatory for any purpose unless
and until authenticated by or on behalf of the Principal Paying Agent.


 


10.                               Governing
law


 


This permanent
Global Note and any non-contractual obligations arising out of or in connection
with it are governed by, and shall be construed in accordance with, the laws of
England and the Issuer and each Guarantor has in the Trust Deed submitted to
the jurisdiction of the courts of England for all purposes in connection with
this permanent Global Note.


 


11.                               Contracts
(Rights of Third Parties) Act 1999


 


No rights are
conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this permanent Global Note, but this does not affect any
right or remedy of any person which exists or is available apart from that Act.


 


12.                               Requirements
of Article 2414 of the Italian Civil Code


 


The following
information relating to the Issuer is provided pursuant to Article 2414 of
the Italian Civil Code.


 


(i)                                        The Issuer’s corporate
objects, as set forth in its by-laws, can be summarised as follows: (a) to
carry out, directly or indirectly, both in Italy and abroad the development,
production, construction, sale (also to third parties), installation and supply
of services relating to energy and telecommunication cables and conductors,
optical fibres and related components and applications; (b) to acquire and
manage participations and investments in companies operating in the
aforementioned and complementary or connected sectors; and (c) to carry 


 


45

















 


out ancillary
activities necessary or useful to achieve its corporate object. The Issuer can
assume indebtedness and loans in order to fund its corporate activities.


 


(ii)                                     As at 30 September 2010, the Issuer had an authorised share
capital of Euro 29,537,918.57  and an
issued share capital of Euro 27,913,348.48, and reserves of Euro 2,726,291,592.


 


(iii)                                  The issue of the Notes
was duly authorised by a resolution of the board of directors of the Issuer
dated 25 October 2010, which resolution has been filed with the competent
registry on 25 October 2010.


 


(iv)                                 The Notes are
guaranteed on a joint and several basis by the Guarantors, as described and
subject to the terms and conditions set forth in the Conditions and the Trust
Deed.


 


(v)                                    A prospectus dated 9 November 2010
has been prepared for the purpose of Directive 2003/71/EC.


 


IN WITNESS whereof the Issuer has
caused this permanent Global Note to be signed manually or in facsimile by a
person duly authorised on its behalf.


 


	
  LUXOTTICA
  GROUP S.p.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  (Duly
  authorised)

  	
   

  
	
   

  	
   

  
	
  Issued in
  London, England on 10 November 2010.

  	
   

  
	
   

  	
   

  
	
  Certificate
  of authentication

  	
   

  
	
   

  	
   

  
	
  This permanent
  Global Note is duly authenticated

  	
   

  
	
  without
  recourse, warranty or liability.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Duly
  authorised

  	
   

  
	
  for and on
  behalf of

  	
   

  
	
  BNP Paribas Securities Services, Luxembourg Branch as Principal Paying
  Agent

  



 


46

















 


THE
SCHEDULE


 


PART 1


 


PAYMENTS
OF PRINCIPAL AND INTEREST


 


The following
payments on this permanent Global Note have been made:


 


	
  Date made

  	
   

  	
  Interest paid

  	
   

  	
  Principal

  paid

  	
   

  	
  Remaining

  principal

  amount of this

  permanent

  Global Note

  following such

  payment

  	
   

  	
  Notation

  made on

  behalf of the

  Issuer

  
	
   

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


47

















 


PART 2


 


EXCHANGES
OF THE TEMPORARY GLOBAL NOTE FOR THIS

PERMANENT GLOBAL NOTE AND

PURCHASES AND CANCELLATIONS


 


The following
exchanges of a part of the Temporary Global Note for a like part of this
permanent Global Note and purchases and cancellations of a part of this
permanent Global Note have been made:


 


	
  Date made

  	
   

  	
  Part of principal

  amount of the

  Temporary

  Global Note

  exchanged for a

  like part of this

  permanent

  Global Note

  	
   

  	
  Part of principal

  amount of this

  permanent

  Global Note

  purchased and

  cancelled

  	
   

  	
  Aggregate

  principal amount

  of this permanent

  Global Note

  following such

  exchange or

  purchase and

  cancellation

  	
   

  	
  Notation made

  on behalf of the

  Issuer

  
	
   

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
  €

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


48
















 


SCHEDULE 2


 


FORM OF DEFINITIVE
NOTE AND COUPON


 


PART 1


 


FORM OF DEFINITIVE NOTE


 


TRANSFER OF THE NOTES IS
PROHIBITED, OTHER THAN IN COMPLIANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION THEREUNDER.


 


ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION IN ACCORDANCE WITH THE ABOVE REQUIREMENTS WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.


 




	
  [0,000/00,000]

  	
   

  	
  XS0557635777

  	
   

  	
  [Serial No.]

  






 


LUXOTTICA
GROUP S.p.A.


(Incorporated with limited liability under the laws of the Republic of
Italy,


with registered office at Via C. Cantù 2, 20123 Milan, Italy,


registered with the Companies Register of Milan under number
00891030272)


 


€500,000,000
4.00 PER CENT. GUARANTEED


NOTES
DUE 2015


 


Unconditionally and irrevocably guaranteed on a joint and several basis
as to


payment of principal and interest by


 


LUXOTTICA U.S. HOLDINGS CORPORATION


 (incorporated with limited liability under the
laws of the State of Delaware with registered number 3046668)


 


and


 


LUXOTTICA S.r.l.


 


 (incorporated with limited liability under the
laws of Italy and registered with the Companies Register of Belluno under
number 00064820251)


 


(each an Original  Guarantor
and together, the Original Guarantors)


 


The issue of the
Notes was authorised by a resolution of the Board of Directors of Luxottica
Group S.p.A. (the Issuer) passed
on 25 October 2010 and the giving of the guarantee in respect of the Notes
was authorised by the Original Guarantors.


 


49

















 


This Note forms
one of a series of Notes constituted by a Trust Deed (the Trust Deed)
dated 10 November 2010 made between the Issuer, the Original Guarantors
and BNP Paribas Trust Corporation UK Limited as trustee for the holders of the
Notes and issued as Notes in bearer form in the denomination of €50,000 and
integral multiples of €1,000 in excess thereof up to and including €99,000 each
with Coupons attached in an aggregate principal amount of EUR €500,000,000.


 


The Issuer for
value received and subject to and in accordance with the Conditions (the Conditions) endorsed hereon hereby promises to pay to the
bearer on 10 November 2015 (or on such earlier date as the principal sum
hereunder mentioned may become repayable in accordance with the Conditions) the
principal sum of:


 


€[0,000][00,000] (· thousand Euro)


 


together with
interest on the said principal sum at the rates determined in accordance with
the Conditions payable annually in arrear on 10 November and together with
such other amounts (if any) as may be payable, all subject to and in accordance
with the Conditions and the provisions of the Trust Deed.


 


Neither this
Note nor the Coupons appertaining hereto shall be or become valid or obligatory
for any purpose unless and until this Note has been authenticated by or on
behalf of the Principal Paying Agent.


 


IN WITNESS whereof this Note has
been executed on behalf of the Issuer.


 


	
  LUXOTTICA
  GROUP S.p.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Duly
  authorised

  	
   

  
	
   

  	
   

  
	
  Dated as of ·, 20·.

  	
   

  
	
   

  	
   

  
	
  Issued in
  London, England.

  	
   

  
	
   

  	
   

  
	
  Certificate
  of authentication

  	
   

  
	
   

  	
   

  
	
  This Note is
  duly authenticated

  	
   

  
	
  without
  recourse, warranty or liability.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Duly
  authorised

  	
   

  
	
  for and on
  behalf of

  	
   

  
	
  BNP Paribas
  Securities Services, Luxembourg Branch

  	
   

  
	
  as Principal
  Paying Agent

  	
   

  



 


50

















 


FORM OF
COUPON


 


On the front:


 


TRANSFER OF THE NOTES IS
PROHIBITED, OTHER THAN IN COMPLIANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION THEREUNDER.


 


ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION IN ACCORDANCE WITH THE ABOVE REQUIREMENTS WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.


 


LUXOTTICA
GROUP S.p.A.


(Incorporated with limited liability under the laws of the Republic of
Italy,


with registered office at Via C. Cantù 2, 20123 Milan, Italy,
registered with the Companies Register of Milan under number 00891030272)


 


EUR€500,000,000
4.00 PER CENT. GUARANTEED


NOTES
DUE 2015


 


Coupon
appertaining to a Note in the denomination of €[0,000][00,000].


 




	
  This Coupon is
  separately negotiable, payable to bearer, and subject to the Conditions of
  the said Notes.

  	
   

  	
  Coupon for · due on 10 November,
  20·

  






 


This Coupon is
payable to bearer subject to such Conditions, under which it may become void
before its due date.


 


LUXOTTICA GROUP S.p.A.


 


By:


 


 




	
  [No.]

  	
   

  	
  [0,000/00,000]

  	
   

  	
  XS0557635777

  	
   

  	
  [Series]

  	
   

  	
  [Serial No.]

  






 


51

















 


On the back:


 


PRINCIPAL
PAYING AGENT


 


BNP Paribas Securities Services, Luxembourg Branch


33, rue de Gasperich


Howald — Hesperange


L-2085 Luxembourg


 


OTHER
PAYING AGENT


 


BNP Paribas Securities Services, Luxembourg Branch


33, rue de Gasperich


Howald — Hesperange


L-2085 Luxembourg


 


52

















 


PART 2


 


CONDITIONS OF THE NOTES


 


The following is the text
of the Conditions of the Notes which (subject to modification) will be endorsed
on each Note in definitive form (if issued):


 


The €500,000,000
4.00 per cent. Guaranteed Notes due 2015 (the Notes,
which expression shall in these Conditions, unless the context otherwise
requires, include any further notes issued pursuant to Condition 16 (Further Issues) and forming a single series with the Notes)
of Luxottica Group S.p.A. (the Issuer) are
constituted by a Trust Deed dated 10 November 2010 (the Trust Deed) made between the Issuer, Luxottica U.S. Holdings
Corp. and Luxottica S.r.l. (each an Original Guarantor
and, the Original Guarantors together with any
Successor Guarantors (as defined in Condition 10.2) or any Additional
Guarantors appointed pursuant to Condition 10.2 and the provisions of the Trust
Deed, the Guarantors and each a Guarantor) as guarantors and BNP Paribas Trust Corporation
UK Limited (the Trustee, which expression shall
include its successor(s)) as trustee for the holders of the Notes (the Noteholders) and the holders of the interest coupons
appertaining to the Notes (the Couponholders
and the Coupons respectively).


 


The statements
in these Conditions include summaries of, and are subject to, the detailed
provisions of and definitions in the Trust Deed.  Copies of the Trust Deed and the Agency
Agreement dated 10 November 2010 (the Agency Agreement)
made between the Issuer, the Guarantors, BNP Paribas Securities Services,
Luxembourg (the Principal Paying Agent), the other
paying agents named therein (together with the Principal Paying Agent, the Paying Agents, which expression includes any successor or
additional paying agents appointed from time to time in connection with the
Notes) and the Trustee are available for inspection during normal business
hours by the Noteholders and the Couponholders at the registered office for the
time being of the Trustee, being at the date of issue of the Notes at 55
Moorgate, London EC2R 6PA, United Kingdom and at the specified office of each
of the Paying Agents.  The Noteholders
and the Couponholders are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Trust Deed and the Agency
Agreement applicable to them.


 


1.                                      FORM,
DENOMINATION AND TITLE


 


1.1                               Form and
Denomination


 


The Notes are in
bearer form, serially numbered, in the denominations of €50,000 and integral
multiples of €1,000 in excess thereof up to and including €99,000. No Notes in
definitive form will be issued with a denomination above €99,000. Each Note
will be issued with Coupons attached.  Notes
of one denomination may not be exchanged for Notes of another denomination.


 


1.2                               Title


 


Title to the
Notes and to the Coupons will pass by delivery.


 


1.3                               Holder
Absolute Owner


 


The Issuer, any
Guarantor, any Paying Agent and the Trustee may (to the fullest extent
permitted by applicable laws) deem and treat the bearer of any Note or Coupon
as the absolute owner for all purposes (whether or not the Note or Coupon shall
be overdue and notwithstanding any notice of ownership or writing on the Note
or Coupon or any notice of 


 


53

















 


previous loss or
theft of the Note or Coupon or of any trust or interest therein) and shall not
be required to obtain any proof thereof or as to the identity of such bearer.


 


2.                                      STATUS OF
THE NOTES


 


The Notes and
the Coupons are direct, unconditional and (subject to the provisions of
Condition 4.1 (Negative  Pledge))
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, only to the
extent permitted by applicable laws relating to creditors’ rights.


 


3.                                      GUARANTEE


 


3.1                               Guarantee


 


The payment of
the principal and interest in respect of the Notes and all other moneys payable
by the Issuer under or pursuant to the Trust Deed has been unconditionally and
irrevocably guaranteed on a joint and several basis by each Original Guarantor
(each a Guarantee and together the Guarantees, which expressions shall include, for the
avoidance of doubt, any guarantees given by a Successor Guarantor and/or an
Additional Guarantor pursuant to Condition 10.2 and the provisions of the Trust
Deed) in, and subject to the provisions of, and to the limitations contained
in, the Trust Deed.


 


Pursuant to
Condition 10.2 below and the provisions of the Trust Deed, the occurrence of a
Permitted Transaction (as defined in Condition 10.2) may require a Successor
Guarantor or an Additional Guarantor, as the case may be, to provide a
Guarantee in respect of the Notes and the Trust Deed.  Such Guarantee will be on a joint and several
basis with each other Guarantee.


 


3.2                               Status of
the Guarantee


 


The obligations
of each Guarantor under the relevant Guarantee constitute direct, unconditional
and (subject to the provisions of Condition 4.1 (Negative
Pledge)) unsecured obligations of such Guarantor and (subject as
provided above) rank and will rank pari passu with
all other outstanding unsecured and unsubordinated obligations of such
Guarantor, present and future, but, in the event of insolvency, only to the
extent permitted by applicable laws relating to creditors’ rights.


 


4.                                      COVENANTS


 


4.1                               Negative
Pledge


 


So long as any
of the Notes remains outstanding (as defined in the Trust Deed) none of the
Issuer or any Guarantor will, and the Issuer and each Guarantor will ensure
that none of their respective Material Subsidiaries will, create or have
outstanding any Security Interest (other than a Permitted Security Interest)
upon, or with respect to, any of its present or future business, undertaking,
assets or revenues (including any uncalled capital) to secure any Relevant
Indebtedness, unless the Issuer or the relevant Guarantor (as the case may be)
at the same time or prior thereto procures that:


 


(a)                                  all amounts payable by
it under the Notes, the Coupons and the Trust Deed are secured by the Security
Interest equally and rateably with the Relevant Indebtedness to the
satisfaction of the Trustee; or


 


54

















 


(b)                                 such other Security
Interest or other arrangement (whether or not it includes the giving of a
Security Interest) is provided either (A) as the Trustee in its absolute
discretion deems not materially less beneficial to the interests of the
Noteholders or (B) as is approved by an Extraordinary Resolution (which is
defined in the Trust Deed as a resolution duly passed by a majority of not less
than three-fourths of the votes cast thereon) of the Noteholders.


 


4.2                               Limitation
on Indebtedness


 


So long as any
of the Notes remain outstanding and do not carry an investment grade credit
rating (BBB-/Baa3/BBB-, or equivalent, or better) from any Rating Agency, the
Issuer and each Guarantor will ensure that none of their respective
Subsidiaries (not being a Guarantor) will incur, create or permit to subsist
any Indebtedness or enter into any arrangement or agreement to create, incur or
permit to subsist any Indebtedness save for any Indebtedness that is:


 


(a)                                  in existence at the date of the Trust Deed;


 


(b)                                 owed by any entity acquired by any member of
the Group (including any refinancing of such Indebtedness) provided that (i) it
was not created in contemplation of such acquisition and (ii) it shall be
included within the basket set out in (d) below, at any time following the
date falling 12 months after the date of such acquisition;


 


(c)                                  an intercompany loan received from a Group
member in the ordinary course of business; or


 


(d)                                 other Indebtedness not referred to in (a) to
(c) above the aggregate amount of which does not exceed 20 per cent. of
the Consolidated Equity of the Group in each case as determined at the end of
any Relevant Period by the Consolidated Financial Statements or the
Consolidated Quarterly Financial Statements (as the case may be) for the
Relevant Period.


 


For the
avoidance of doubt, this Condition 4.2 will not apply for any period during
which the Notes carry an investment grade rating (BBB-/Baa3/BBB-, or
equivalent, or better) from any Rating Agency.


 


4.3                               Interpretation


 


For the purposes
of these Conditions:


 


The expression a substantial part of the business, undertaking or assets  means a part of the relevant entity’s business, undertaking
or assets which accounts for 30 per cent. or more of its assets and/or gross
revenues;


 


Consolidated
Equity means, with respect to the Group, the shareholders’ equity as evidenced
in the latest published Consolidated Financial Statements or Consolidated
Quarterly Financial Statements (as the case may be);


 


Consolidated
Financial Statements means, with respect to the Group, the latest
published audited consolidated financial statements of the Group prepared in
accordance with IFRS or any other applicable accounting standards adopted by
the Issuer from time to time in respect of its financial year;


 


55

















 


Consolidated
Quarterly Financial Statements means, with respect to the Group, the latest
quarterly financial statements of the Group in respect of each of its financial
quarters (other than the last quarter in each financial year);


 


Group means the Issuer and
its Subsidiaries for the time being;


 


Indebtedness means any present or
future indebtedness (whether being principal, premium, interest or other
amounts) of any Person for or in respect of any borrowed money or any liability
under or in respect of any acceptance credit facility;


 


Material
Subsidiary means at any time a Subsidiary of the Issuer or of any Guarantor whose
gross sales turnover equals or exceeds 5 per cent. of the gross sales turnover
of the Group, as calculated by reference to the then latest audited annual or,
where none are available, unaudited annual accounts (consolidated or, as the
case may be, unconsolidated) of such Subsidiary and the then latest audited annual
consolidated accounts of the Group.  For
this purpose:


 


(a)                                  the gross sales
turnover of a Subsidiary of the Issuer or of any Guarantor will be determined
from its then latest audited annual or, where none are available, unaudited
annual accounts (consolidated if it has Subsidiaries) upon which the then
latest audited annual consolidated accounts of the Group have been based;


 


(b)                                 if a Subsidiary has
become a member of the Group after the date on which the then latest audited
annual consolidated accounts of the Group have been prepared, the gross sales
turnover of that Subsidiary will be determined from its latest audited annual
or, where none are available, unaudited annual accounts (consolidated if it has
Subsidiaries); and


 


(c)                                  the gross sales
turnover of the Group will be determined from its then latest audited annual
consolidated accounts adjusted (where appropriate) to reflect the gross sales
turnover of any company or business subsequently acquired or disposed of,


 


and so that any
Person in respect of which any Material Subsidiary is a Subsidiary shall also
be a Material Subsidiary and in any event a confirmation from two Directors of
the Issuer as to any of the calculations made above shall be conclusive.


 


Notwithstanding the above, any member of the Group to which the Issuer,
any Guarantor or a Material Subsidiary disposes of all or any substantial part
of its assets will be treated as a Material Subsidiary, but only until it is
demonstrated (by reference to the accounts of that Subsidiary referred to in
paragraphs (a) and (b) above and the audited annual consolidated
accounts of the Group referred to in paragraph (c) above for a period
ended after that transfer) not to be a Material Subsidiary according to the
tests set out above;


 


Permitted
Security Interest means:


 


(a)                                  any Security Interest
arising by operation of law; or


 


(b)                                 any Security Interest
created by any entity upon the whole or any part of its undertaking or assets
and subsisting at the time such entity (i) merges or consolidates with or
is demerged, contributed or merged into or transferred to the Issuer, a
Guarantor or a Material Subsidiary, (ii) becomes a Material Subsidiary of
the Issuer or (iii) sells, contributes or transfers all or substantially
all of its assets to the Issuer, a Guarantor or a Material Subsidiary, provided
that such Security Interest was not created in connection with, or in
contemplation of, such merger, consolidation,


 


56

















 


demerger, contribution, transfer or sale or such
entity becoming a Material Subsidiary and provided further that the amount of
Relevant Indebtedness secured by such Security is not subsequently increased;
or


 


(c)                                  any Security Interest
to secure Relevant Indebtedness upon or with respect to any present or future
assets, receivables, remittances or payment rights of the Issuer or any of its
Material Subsidiaries (the Charged Assets)
which is created pursuant to any limited recourse securitisation involving the
sale on a non-recourse basis of the Charged Assets, directly or indirectly, to
special purpose companies whereby all or substantially all the payment
obligations in respect of such Relevant Indebtedness are to be discharged
solely from the Charged Assets;


 


Person means any individual,
company, corporation, firm, partnership, joint venture, association,
organisation, state or agency of a state or other entity, whether or not having
separate legal personality;


 


Relevant
Indebtedness means (i) any Indebtedness, whether
present or future, which is in the form of or represented by any bond, note
(including, for the avoidance of doubt, any note issued on a private placement
basis to investors located in the United States or elsewhere), debenture,
debenture stock, loan stock, certificate or
other instrument which is, or is capable of being, listed, quoted or traded on
any stock exchange, over-the-counter or other organised market for securities
or (ii) any guarantee and/or indemnity in relation to any such
Indebtedness;


 


Relevant
Period means each period of 12 months ending on the last day of the Issuer’s
financial year and each period of 12 months ending on the last day of each
quarter of the Issuer’s financial year;


 


Security Interest means any mortgage, charge, pledge, lien or
other form of security interest including, without limitation, anything
substantially analogous to any of the foregoing under the laws of any
jurisdiction; and


 


Subsidiary means, in relation to
the Issuer or any Guarantor, any company (i) in which the Issuer or, as
the case may be, any Guarantor holds a majority of the voting rights or (ii) of
which the Issuer or, as the case may be, any Guarantor is a member and has the
right to appoint or remove a majority of the board of directors or (iii) of
which the Issuer or, as the case may be, any Guarantor is a member and controls
a majority of the voting rights, and includes any company which is a Subsidiary
of a Subsidiary of the Issuer or, as the case may be, any Guarantor.


 


A certificate
addressed to the Trustee signed by two Directors of the Issuer or of the
relevant Guarantor, as the case may be, (i) that in their opinion a
Subsidiary of the Issuer or the relevant Guarantor, as the case may be, is or
is not or was or was not at any particular time or throughout any specified
period a Material Subsidiary, (ii) as to the amount of Indebtedness and/or
Consolidated Equity at any time, and/or (iii) as to compliance by the
Issuer with the provision of Condition 4.2 above, may in each case be relied
upon by the Trustee without further enquiry or evidence and, if relied upon by
the Trustee, shall, in the absence of manifest error, be conclusive and binding
on all parties.


 


57
















 


5.                                      INTEREST


 


5.1                               Interest
Rate and Interest Payment Dates


 


The Notes bear
interest from and including 10 November 2010 (the Interest
Commencement Date) at the rate of 4.00 per cent. per annum, payable
annually in arrear on 10 November (each an Interest Payment Date).  The first payment (representing a full year’s
interest) shall be made on 10 November 2011 (the First
Interest Payment Date).


 


5.2                               Interest
Accrual


 


Each Note will
cease to bear interest from and including its due date for redemption unless, upon
due presentation, payment of the principal in respect of the Note is improperly
withheld or refused or unless default is otherwise made in respect of payment,
in which event interest shall continue to accrue as provided in the Trust Deed.


 


5.3                               Calculation
of Broken Interest


 


When interest is
required to be calculated in respect of a period of less than a full year, it
shall be calculated on the basis of (a) the actual number of days in the period
from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls
due divided by (b) the actual number of days from and including the Accrual
Date to but excluding the next following Interest Payment Date.


 


6.                                      PAYMENTS


 


6.1                               Payments
in respect of Notes


 


Payments of
principal and interest in respect of each Note will be made against
presentation and surrender (or, in the case of part payment only, endorsement)
of the Note, except that payments of interest due on an Interest Payment Date
will be made against presentation and surrender (or, in the case of part
payment only, endorsement) of the relevant Coupon, in each case at the
specified office outside the United States of any of the Paying Agents.


 


6.2                               Method of
Payment


 


Payments will be
made by credit or transfer to a euro account (or any other account to which
euro may be credited or transferred) specified by the payee with a bank in a
city in which banks have access to the TARGET2 System.


 


6.3                               Missing
Unmatured Coupons


 


Each Note should
be presented for payment together with all unmatured Coupons appertaining
thereto, failing which the full amount of any missing unmatured Coupon (or, in
the case of payment not being made in full, that proportion of the full amount
of the missing unmatured Coupon which the amount so paid bears to the total
amount due) will be deducted from the amount due for payment. Each amount so
deducted will be paid in the manner mentioned above against presentation and
surrender (or, in the case of part payment only, endorsement) of such missing
Coupon at any time before the expiry of 10 years after the Relevant Date (as
defined in Condition 8 (Taxation)) in
respect of the relevant Note (whether or not the Coupon would otherwise have
become void pursuant to Condition 9 (Prescription))
or, if later, five years after the date on which the Coupon would have become
due, but not thereafter.


 


58

















 


6.4                               Payments
subject to Applicable Laws


 


Payments in
respect of principal and interest on the Notes are subject in all cases to any
fiscal or other laws and regulations applicable in the place of payment, but
without prejudice to the provisions of Condition 8 (Taxation).


 


6.5                               Payment
only on a Presentation Date


 


A holder shall
be entitled to present a Note or Coupon for payment only on a Presentation Date
and shall not, except as provided in Condition 5 (Interest),
be entitled to any further interest or other payment if a Presentation Date is
after the due date.


 


Presentation
Date means a day which (subject to Condition 9 (Prescription)):


 


(a)                                  is or falls after the
relevant due date;


 


(b)                                 is a Business Day in
the place of the specified office of the Paying Agent at which the Note or
Coupon is presented for payment; and


 


(c)                                  in the case of payment
by credit or transfer to a euro account as referred to above, is a TARGET2
Settlement Day.


 


In this
Condition, Business Day means, in relation to
any place, a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in that place and a TARGET2 Settlement
Day in that place, and TARGET2 Settlement Day
means any day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET2) System is open.


 


6.6                               Initial
Paying Agents


 


The names of the
initial Paying Agents and their initial specified offices are set out at the
end of these Conditions.  The Issuer and
the Guarantors reserve the right, subject to the prior written approval of the
Trustee, at any time to vary or terminate the appointment of any Paying Agent
and to appoint additional or other Paying Agents provided that:


 


(a)                                  there will at all times be a Principal Paying
Agent;


 


(b)                                 there will at all times be 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)                                  the Issuer undertakes that it will ensure that
it maintains 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)                                 there will at all times be a Paying Agent in a
jurisdiction within continental Europe, other than the jurisdiction in which
the Issuer or any Guarantor is incorporated.


 


Notice of any
termination or appointment and of any changes in specified offices will be
given to the Trustee and the Noteholders promptly by the Issuer in accordance
with Condition 13 (Notices).


 


59

















 


7.                                      REDEMPTION
AND PURCHASE


 


7.1                               Redemption
at Maturity


 


Unless
previously redeemed or purchased and cancelled as provided below, the Issuer
will redeem the Notes at their principal amount on 10 November 2015.


 


7.2                               Redemption
for Taxation Reasons


 


If the Issuer
satisfies the Trustee immediately before the giving of the notice referred to below
that:


 


(a)                                  as a result of any change in, or amendment to,
the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8 (Taxation)), or any change in the application or official
interpretation of the laws or regulations of a Relevant Jurisdiction, which
change or amendment becomes effective after 9 November 2010, on the next
Interest Payment Date either (i) the Issuer would be required to pay additional
amounts as provided or referred to in Condition 8 (Taxation)
or (ii) any Guarantor would be unable for reasons outside its control to
procure payment by the Issuer and in making payment itself would be required to
pay such additional amounts; and


 


(b)                                 the requirement cannot be avoided by the Issuer
or, as the case may be, the relevant Guarantor taking reasonable measures
available to it,


 


the Issuer may
at its option, having given not less than 30 nor more than 60 days’ notice to
the Noteholders in accordance with Condition 13 (Notices)
(which notice shall be irrevocable), redeem all the Notes, but not some only,
at any time at their principal amount together with interest accrued to but
excluding the date of redemption, provided that no such notice of redemption
shall be given earlier than 90 days prior to the earliest date on which the Issuer
or, as the case may be, any Guarantor would be required to pay such additional
amounts, were a payment in respect of the Notes then due.  Prior to the giving of any notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
a certificate signed by two Directors of the Issuer or, as the case may be, the
relevant Guarantor stating that the requirement referred to in (a) above will
apply on the next Interest Payment Date and cannot be avoided by the Issuer or,
as the case may be, the relevant Guarantor taking reasonable measures available
to it, and the Trustee shall be entitled to accept the certificate as
sufficient evidence of the satisfaction of the conditions precedent set out
above, in which event it shall be conclusive and binding on the Noteholders and
the Couponholders.


 


7.3                               Redemption
at the Option of the Holders


 


If a Change of
Control Put Event occurs, then the Noteholders shall have the option (a Change of Control Put Option), within 20 Business Days of a
Put Event Notice being given to the Noteholders in accordance with Condition 13
(Notices) (the Exercise
Period), to give to the Issuer through a Paying Agent a Put Notice
(as defined below) requiring the Issuer to redeem Notes held by such Noteholder
on the Change of Control Redemption Date. 
The Issuer will, on the Change of Control Redemption Date, redeem in
whole (but not in part) the Notes which are the subject of the Put Notice. The
Notes will be redeemed at a redemption price equal to 100 per cent. of their principal
amount, together with interest accrued and unpaid to but excluding the Change
of Control Redemption Date.


 


Promptly upon
the Issuer becoming aware that a Change of Control Put Event has occurred, the
Issuer shall, and at any time upon the Trustee becoming aware that a Change of
Control Put Event has occurred the Trustee may, and if so requested by the
holders of at least one-


 


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fifth in
principal amount of the Notes then outstanding or if so directed by an
Extraordinary Resolution of the Noteholders shall (subject in each case to the
Trustee being indemnified and/or secured and/or prefunded to its satisfaction),
give notice (a Put Event Notice) to the
Noteholders in accordance with Condition 13 (Notices)
specifying (i) that Noteholders are entitled to exercise the Change of Control
Put Option; (ii) the procedure for exercising the Change of Control Put Option
including the Change of Control Redemption Date; and (iii) such other
information relating to the Change of Control Put Option as the Trustee may
reasonably require.


 


To exercise the
Change of Control Put Option, the holder of the Notes must deliver at the
specified office of any Paying Agent on any Business Day (as defined in
Condition 6 (Payments) at the place of such
specified office falling within the Exercise Period, a duly signed and
completed notice of exercise in the form (for the time being current)
obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank
account (or, if payment is to be made by cheque, an address) to which payment
is to be made under this paragraph.  The
Notes should be delivered together with all Coupons appertaining thereto
maturing after the Change of Control Redemption Date, failing which the Paying
Agent will require payment of an amount equal to the face value of any such
missing Coupon(s).  Any amount so paid
will be reimbursed by the Paying Agent in the manner provided in Condition 6 (Payments) against presentation and surrender (or, in case of
part payment only, endorsement) of the relevant missing Coupon(s) at any time
before the expiry of 10 years after the Relevant Date (as defined in Condition
8 (Taxation)) in respect of the relevant
Note (whether or not the Coupon(s) would otherwise have become void pursuant to
Condition 9 (Prescription)) or, if later, five
years after the date on which the Coupon(s) would have become due, but not
thereafter.  A Put Notice given by a
holder of any Note shall be irrevocable except where, prior to the due date of
redemption, an Event of Default has occurred and is continuing, in which event
such holder, at its option, may elect by notice to the Issuer to withdraw the
Put Notice.


 


A Change of Control Put Event shall be deemed to occur if:


 


(a)                                  a Change of Control
occurs; and


 


(b)                                 (in the event that the
Notes carry a credit rating from any Rating Agency at the time of the Change of
Control) the Notes carry a credit rating which is either:


 


(i)                                     an investment grade
credit rating (BBB-/Baa3/BBB-, or equivalent, or better), and such credit
rating is, within 120 days of the occurrence of the Change of Control, either
downgraded to a non-investment grade credit rating (BB+/Ba1/BB+, or equivalent,
or worse) or withdrawn and is not, within such 120-day period, subsequently (in
the case of a downgrade) upgraded to an investment grade credit rating by such
Rating Agency or (in the case of a withdrawal) replaced by an investment grade
credit rating from any other Rating Agency; or


 


(ii)                                  a non-investment grade
credit rating (BB+/Ba1/BB+, or equivalent, or worse), and such credit rating
is, within 120 days of the occurrence of the Change of Control, either
downgraded by one or more notches (for illustration, Ba1 to Ba2 being one
notch) or withdrawn and is not, within such 120-day period, subsequently (in
the case of a downgrade) upgraded to its earlier credit rating or better by
such Rating Agency or (in the case of a withdrawal) replaced by an equivalent
credit rating or better from any other Rating Agency,


 


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and, in the case
of (b) above, in making the relevant decision(s) referred to above, the
relevant Rating Agency announces publicly or confirms in writing to the Issuer
and the Trustee that such decision(s) resulted, in whole or in part, from the
occurrence of the Change of Control.


 


For the
avoidance of doubt (b) above shall only apply in the event the Notes carry a
credit rating from any Rating Agency at the time of the Change of Control.


 


For the purposes
of these Conditions:


 


A Change of Control shall be deemed to occur if any Person or
group of Persons acting in concert (other than a Qualifying Shareholder)
acquires Control of the Issuer;


 


A Change of Control Redemption Date means the date specified
in the Put Event Notice, being a date not less than 15 nor more than 20 days
after the expiry of the Exercise Period;


 


Acting
in concert means a group of persons who, pursuant to an agreement or understanding
(whether formal or informal), actively co-operate, through the acquisition
directly or indirectly of shares in the Issuer by any of them, either directly
or indirectly, to obtain or consolidate control of the Issuer;


 


Control shall be construed in
accordance with the first and second paragraphs of Article 2359 of the Italian
Civil Code and Article 93 of Legislative Decree No. 58, paragraph 1 of 24
February 1998 (as subsequently amended or supplemented); and


 


Qualifying Shareholder means:


 


(a)                                  any of (i) Leonardo Del
Vecchio; (ii) his spouses; (iii) the children of his spouses; and (iv)
relatives and persons (including descendants) related by consanguinity or
affinity to Leonardo Del Vecchio up to the sixth degree (each a Del Vecchio Family Member);


 


(b)                                 any company controlled
or jointly controlled (under the meaning of IAS 31) by a Del Vecchio Family
Member; or


 


(c)                                  any trust or other
similar entity in which a Del Vecchio Family Member whether alone or together
with one or more other Del Vecchio Family Members has all or substantially all
of the beneficial interests.


 


7.4                               Purchases


 


The Issuer, any
Guarantor or any of the Issuer’s other Subsidiaries (as defined above) may at
any time purchase Notes (provided that all unmatured Coupons appertaining to
the Notes are purchased with the Notes) in any manner and at any price.  Such Notes may be held, reissued or resold or
at the option of the Issuer, surrendered to the Principal Paying Agent for
cancellation.


 


7.5                               Cancellations


 


All Notes which
are (a) redeemed or (b) purchased by or on behalf of the Issuer, any Guarantor
or any of the Issuer’s other Subsidiaries and surrendered for cancellation and
any unmatured Coupons attached to the Notes or surrendered with them, shall be
cancelled and may not be reissued or resold.


 


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7.6                               Notices
Final


 


Upon the expiry
of any notice as is referred to in paragraph 7.2 or 7.3 above the Issuer shall
be bound to redeem the Notes to which the notice refers in accordance with the
terms of such paragraph (in the case of paragraph 7.3 above, save as otherwise
provided therein).


 


8.                                      TAXATION


 


8.1                               Payment
without Withholding


 


All payments in
respect of the Notes by or on behalf of the Issuer or any Guarantor shall be
made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of any of the
Relevant Jurisdictions, unless the withholding or deduction of the Taxes is
required by law. In that event, the Issuer or, as the case may be, the relevant
Guarantor will pay such additional amounts as may be necessary in order that
the net amounts received by the Noteholders and Couponholders after the
withholding or deduction shall equal the respective amounts which would have
been receivable in respect of the Notes or, as the case may be, Coupons in the
absence of the withholding or deduction; except that no additional amounts
shall be payable in relation to any payment in respect of any Note or Coupon:


 


(a)                                  presented for payment in Italy; or


 


(b)                                 presented for payment by or on behalf of, a
holder who is liable to the Taxes in respect of the Note or Coupon by reason of
his having some connection with any Relevant Jurisdiction other than the mere
holding of the Note or Coupon; or


 


(c)                                  by, or on behalf of, a holder who is entitled
to avoid such withholding or deduction in respect of the Note or Coupon by
making a declaration or any other statement to the relevant tax authority,
including, but not limited to, a declaration of residence or non-residence or
other similar claim for exemption; or


 


(d)                                 in the event of payment to a non-Italian
resident legal entity or a non-Italian resident individual, to the extent that
interest or other amounts are paid to a non-Italian resident legal entity or a
non-Italian resident individual which is resident in a country which does not
allow for a satisfactory exchange of information with the Italian authorities;
or


 


(e)                                  in all circumstances in which the procedures to
obtain an exemption from imposta sostitutiva
or any alternative future system of deduction or withholding set forth in
Legislative Decree No. 239 of 1 April 1996, as amended, have not been met or
complied with, except where such procedures have not been met or complied with
due to the actions or omissions of the Issuer or its agents; or


 


(f)                                    where such withholding or deduction is required
to be made pursuant to European Council Directive 2003/48/EC or any law
implementing or complying with, or introduced in order to conform to, such
Directive; or


 


(g)                                 presented for payment by or on behalf of a
holder who would have been able to avoid such withholding or deduction by
presenting the relevant Note or Coupon to another Paying Agent in a Member
State of the European Union; or


 


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(h)                                 presented for payment more than 30 days after
the Relevant Date (as defined below) except to the extent that a holder would
have been entitled to additional amounts on presenting the same for payment on
the last day of the period of 30 days assuming, whether or not such is in fact
the case, that day to have been a Presentation Date (as defined in Condition 6
(Payments)).


 


8.2                               Interpretation


 


In these
Conditions:


 


(a)                                  Relevant Date means the date on which the payment first
becomes due but, if the full amount of the money payable has not been received
by the Principal Paying Agent or the Trustee on or before the due date, it
means the date on which, the full amount of the money having been so received,
notice to that effect has been duly given to the Noteholders by the Issuer in
accordance with Condition 13 (Notices); and


 


(b)                                 Relevant Jurisdiction means the Republic of
Italy or any political subdivision or any authority thereof or therein having
power to tax (in the case of payments by the Issuer or by Luxottica S.r.l) or
the United States or any political subdivision or any authority thereof or
therein having power to tax (in the case of payments by Luxottica U.S. Holdings
Corp.) or, in the case of any Additional Guarantor or Successor Guarantor, the
jurisdiction of such Additional Guarantor or Successor Guarantor, or any
political subdivision or any authority thereof or therein having power to tax
or in each such case any other jurisdiction or any political subdivision or any
authority thereof or therein having power to tax to which the Issuer or any
Guarantor, Additional Guarantor or Successor Guarantor, as the case may be,
becomes subject in respect of payments made by it of principal and interest on
the Notes and Coupons.


 


8.3                               Additional
Amounts


 


Any reference in
these Conditions to any amounts in respect of the Notes shall be deemed also to
refer to any additional amounts which may be payable under this Condition or
under any undertakings given in addition to, or in substitution for, this
Condition pursuant to the Trust Deed.


 


9.                                      PRESCRIPTION


 


Notes and
Coupons will become void unless presented for payment within periods of 10
years (in the case of principal) and five years (in the case of interest) from
the Relevant Date in respect of the Notes or, as the case may be, the Coupons,
subject to the provisions of Condition 6 (Payments).


 


10.                               EVENTS OF
DEFAULT


 


10.1                        Events of
Default


 


If any of the
following events (Events of Default)
occurs and is continuing, the Trustee at its discretion may, and if so
requested in writing by the holders of at least one-fifth in principal amount
of the Notes then outstanding or if so directed by an Extraordinary Resolution
of the Noteholders shall (subject in each case to being indemnified and/or
secured and/or prefunded to its satisfaction), (but, in the case of the
happening of any of the events described in subparagraphs (b) to (d) (other
than the winding up or dissolution of the Issuer or any Guarantor), and (e) to
(g) inclusive and (i) and (j) below, only if the Trustee shall have certified
in writing to the Issuer and the Guarantors that such event is, in its opinion,


 


64

















 


materially
prejudicial to the interests of the Noteholders) give notice to the Issuer and
the Guarantors that the Notes are, and they shall accordingly forthwith become,
immediately due and repayable at their principal amount, together with accrued
interest as provided in the Trust Deed:


 


(a)                                  Non-payment: if default is made in the payment of any
principal or interest due in respect of the Notes or any of them and the
default continues for a period of 7 days in the case of principal or 14 days in
the case of interest; or


 


(b)                                 Breach of other obligations: if the Issuer or any
Guarantor fails to perform or observe any of its other obligations under these
Conditions or the Trust Deed and (except in any case where the Trustee
considers the failure to be incapable of remedy, when no continuation or notice
as is hereinafter mentioned will be required) the failure continues for the
period of 30 days (or such longer period as the Trustee may permit) following
the service by the Trustee on the Issuer or the relevant Guarantor (as the case
may be) of notice requiring the same to be remedied; or


 


(c)                                  Cross-default: if (i) any Indebtedness of the Issuer, any
Guarantor or any Material Subsidiaries of the Issuer or of any Guarantor
becomes due and repayable prematurely by reason of an event of default (however
described); (ii) the Issuer, any Guarantor or any Material Subsidiaries of the
Issuer or any Guarantor fails to make any payment in respect of any
Indebtedness on the due date for payment as extended by any originally
applicable grace period; (iii) any security given by the Issuer, any Guarantor
or any Material Subsidiaries of the Issuer or any Guarantor for any
Indebtedness becomes enforceable; or (iv) default is made by the Issuer, any
Guarantor or any Material Subsidiaries of the Issuer or of any Guarantor in making
any payment due under any guarantee and/or indemnity given by it in relation to
any Indebtedness, unless such payment (or the anticipated maturity thereof),
the enforcement of security or default, as the case may be, is contested in
good faith by the Issuer or the relevant Guarantor or Material Subsidiary by
all appropriate means, including (where applicable) an application to a
competent court for a declaration that such payment is not due, that such
security is not enforceable and/or that such default has not occurred (as the
case may be) and provided that, in the case of (i), (ii) and (iv) above, such
Indebtedness is, either alone or when aggregated (without duplication) with
other amounts of Indebtedness and/or other liabilities due and unpaid relative
to all (if any) other events specified in (i), (ii) and (iv) above, amounts to
at least €25,000,000 (or its equivalent in any other currency); or


 


(d)                                 Winding up: if any order is made by any competent court
or resolution is passed for the winding up or dissolution of the Issuer, any
Guarantor or any Material Subsidiaries of the Issuer or of any Guarantor, save
for the purposes of or pursuant to, a Permitted Transaction; or


 


(e)                                  Cessation of business/Inability to pay debts: if the Issuer, the
Guarantor or any Material Subsidiaries of the Issuer or of any Guarantor ceases
or threatens to cease to carry on the whole or a substantial part (as defined
in Condition 4.3) of its business, save for the purposes of reorganisation on
terms approved in writing by the Trustee or by an Extraordinary Resolution of
the Noteholders or pursuant to a Permitted Transaction, or the Issuer, any
Guarantor or any Material Subsidiaries of the Issuer or of any Guarantor stops
or threatens to stop payment of, or is unable to, or admits inability to, pay,
its debts (or any class of its debts) as they fall due or is deemed unable to
pay its debts pursuant to or for the purposes of any applicable law, or is
adjudicated or found bankrupt or insolvent; or


 


65

















 


(f)                                    Insolvency/Enforcement
proceedings: if (i) proceedings are initiated against the Issuer, any Guarantor or
any Material Subsidiaries of the Issuer or of any Guarantor under any
applicable liquidation, insolvency, composition, reorganisation or other
similar laws or an application is made (or documents filed with a court) for
the appointment of an administrative or other receiver, manager, administrator
or other similar official, or an administrative or other receiver, manager,
administrator or other similar official is appointed, in relation to the
Issuer, any Guarantor or any Material Subsidiaries of the Issuer or of any
Guarantor or, as the case may be, in relation to the whole or a substantial
part (as defined in Condition 4.3) of the undertaking or assets of any of them
or an encumbrance takes possession of the whole or a substantial part (as
defined in Condition 4.3) of the undertaking or assets of any of them, or a
distress, execution, attachment, sequestration or other process is levied,
enforced upon, sued out or put in force against the whole or a substantial part
(as defined in Condition 4.3) of the undertaking or assets of any of them, and
(ii) in any such case (other than the appointment of an administrator or an
administrative receiver appointed following presentation of a petition for an
administration order) unless initiated by the relevant company, is not
contested in good faith by all appropriate means or is not discharged within 30
days, such period commencing on the date of presentation of the relevant
petition or application; or


 


(g)                                 Liquidation/composition: if the Issuer, any
Guarantor or any Material Subsidiaries of the Issuer or of any Guarantor (or
their respective directors or shareholders) initiates or consents to judicial
proceedings relating to itself under any applicable liquidation, insolvency,
composition, reorganisation or other similar laws (including the obtaining of a
moratorium) or makes a conveyance or assignment for the benefit of, or enters
into any composition or other arrangement with, its creditors generally (or any
class of its creditors) or any meeting is convened to consider a proposal for
an arrangement or composition with its creditors generally (or any class of its
creditors); or


 


(h)                                 Guarantee: if any Guarantee ceases to be, or is claimed
by the Issuer or either Guarantor not to be, in full force and effect; or


 


(i)                                     Guarantor: if any Guarantor
ceases to be a subsidiary wholly-owned and controlled, directly or indirectly,
by the Issuer; or


 


(j)                                     Analogous
event: if any event occurs which, under the laws of any Relevant
Jurisdiction, has or may have, in the Trustee’s opinion, an analogous effect to
any of the events referred to in subparagraphs (d) to (i) above.


 


10.2                        Interpretation


 


For the purposes
of this Condition:


 


Permitted
Transaction means any “fusione” or “scissione” (such expressions bearing the meanings ascribed
to them by the laws of the Republic of Italy) or any other reconstruction,
amalgamation, reorganisation, merger, consolidation, or other similar
arrangement, in each case:


 


(a)                                  on terms approved by an
Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders; or


 


(b)                                 in the case of a
Material Subsidiary, whilst solvent whereby all or a substantial part (as
defined in Condition 4.3) of the assets and undertaking of such Material


 


66

















 


Subsidiary are transferred to or otherwise vested in
the Issuer, a Guarantor or another Material Subsidiary; or


 


(c)                                  in the case of a
Guarantor, whilst solvent whereby (i) all or a substantial part of the assets
and liabilities of such Guarantor are transferred to or otherwise vested in the
Issuer or another Guarantor or (ii) all or a substantial part (as defined in
Condition 4.3) of the assets and liabilities of such Guarantor are transferred
to an entity (such entity being, for the avoidance of doubt, prior to or
immediately upon such transfer, a Subsidiary of the Issuer) and (I) where all
the assets and liabilities of such Guarantor are so transferred, such entity (a
Successor Guarantor) assumes, in
accordance with applicable law, all the obligations of such Guarantor in
respect of the relevant Guarantee and under the Trust Deed, or (II) where less
than all the assets and liabilities of such Guarantor are so transferred but
where a substantial part (as defined in Condition 4.3) is so transferred, such
entity becomes, in accordance with the provisions of the Trust Deed and upon
execution of all necessary documents as specified in the Trust Deed, a guarantor
(each an Additional Guarantor and together the Additional Guarantors); or


 


(d)                                 in the case of the
Issuer, whilst solvent whereby less than all the assets and liabilities of the
Issuer are transferred to an entity (such entity being, for the avoidance of
doubt, prior to or immediately upon such transfer, a Subsidiary of the Issuer)
but where a substantial part (as defined in Condition 4.3) of the assets and
liabilities of the Issuer are so transferred, such entity becomes, in
accordance with the provisions of the Trust Deed and upon execution of all
necessary documents as specified in the Trust Deed, an Additional Guarantor,


 


and, in the case
of (c) and (d) above, opinions of independent legal advisers of recognised
standing in the jurisdiction of such Guarantor, and if different, the Successor
Guarantor or, as applicable, any Additional Guarantor, and as to English law,
in each case in a form acceptable to the Trustee, having been delivered to the
Trustee confirming that such Successor Guarantor or such Additional Guarantor,
as the case may be, has assumed the relevant obligations in accordance with
applicable law at the effective date of such “fusione”
or “scissione” or other reconstruction,
amalgamation, reorganisation, merger, consolidation, or other similar
arrangement.


 


11.                               ENFORCEMENT


 


11.1                        Enforcement
by the Trustee


 


The Trustee may
at any time, at its discretion and without notice, take such proceedings
against the Issuer and/or any Guarantor as it may think fit to enforce the
provisions of the Trust Deed, the Notes and the Coupons, but it shall not be
bound to take any such proceedings or any other action in relation to the Trust
Deed, the Notes or the Coupons unless (a) it has been so directed by an
Extraordinary Resolution of the Noteholders or so requested in writing by the
holders of at least one-fifth in principal amount of the Notes then outstanding
and (b) it has been indemnified and/or secured and/or prefunded to its
satisfaction.


 


11.2                        Enforcement
by the Noteholders


 


No Noteholder or
Couponholder shall be entitled to proceed directly against the Issuer or any
Guarantor unless the Trustee, having become bound so to proceed, fails so to do
within a reasonable period and the failure shall be continuing.


 


67
















 


12.                              REPLACEMENT
OF NOTES AND COUPONS


 


Should any Note
or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced
at the specified office of the Principal Paying Agent or the Paying Agent in
Luxembourg upon payment by the claimant of the expenses incurred in connection
with the replacement and on such terms as to evidence and indemnity as the
Issuer may reasonably require.  Mutilated
or defaced Notes or Coupons must be surrendered before replacements will be
issued.


 


13.                              NOTICES


 


13.1                       Notices
to the Noteholders


 


All notices to
the Noteholders will be valid if published in a leading English language daily
newspaper published in London or such other English language daily newspaper
with general circulation in Europe as the Trustee may approve and, so long as
the Notes are listed on the Luxembourg Stock Exchange and the rules of
that exchange so require, in one daily newspaper published in Luxembourg
approved by the Trustee or the Luxembourg Stock Exchange’s website at
www.bourse.lu.  It is expected that
newspaper publication will normally be made in the Financial
Times and the Luxemburger Wort or
the Tageblatt.  The Issuer shall also ensure that notices are
duly published in a manner which complies with the rules and regulations
of any stock exchange or the relevant authority on which the Notes are for the
time being listed.  Any such notice will
be deemed to have been given on the date of the first publication or, where
required to be published in more than one newspaper, on the date of the first
publication in all required newspapers. 
If publication as provided above is not practicable, notice will be
given in such other manner, and shall be deemed to have been given on such
date, as the Trustee may approve. 
Couponholders will be deemed for all purposes to have notice of the
contents of any notice given to the Noteholders in accordance with this
paragraph.


 


13.2                       Notices
from the Noteholders


 


Notices to be
given by any Noteholder shall be in writing and given by lodging the same,
together with the relative Note or Notes, with the Principal Paying Agent or,
if the Notes are held in a clearing system, may be given through the clearing
system in accordance with its standard rules and procedures.


 


14.                              MEETINGS
OF NOTEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION AND DETERMINATION


 


14.1                       Meetings
of Noteholders


 


The Trust Deed
contains provisions for convening meetings of the Noteholders to consider any
matter affecting their interests, including the modification or abrogation by
Extraordinary Resolution of any of these Conditions or any of the provisions of
the Trust Deed.  Any such meeting may be
convened by the directors of the Issuer, the Trustee or the Noteholders’
Representative (as defined below) at their discretion and by the Issuer,
subject to mandatory provisions of Italian law applicable from time to time, at
the request of the Trustee or upon a requisition in writing signed by the
holders of not less than one-twentieth in aggregate principal amount of the
Notes for the time being outstanding. If the Issuer defaults in convening such
a meeting following such request or requisition by the Noteholders representing
not less than one-twentieth in aggregate principal amount of the Notes
outstanding, the same may be convened by decision of the President of the
competent court upon request by such Noteholders. Every such meeting shall be
held at such time and place as provided pursuant to Article 2363 of the
Italian Civil Code, or as the Trustee may appoint or 


 


68

















 


approve in
writing.  The quorum required at any such
meeting will be (subject to compliance with mandatory laws, legislation, rules and
regulations of Italy in force from time to time) (a) in the case of a
first meeting, one or more persons present being or representing Noteholders
and holding not less than one half of the aggregate principal amount of the
outstanding Notes; (b) in the case of an adjourned meeting, one or more
persons present being or representing Noteholders and holding more than one
third of the aggregate principal amount of the outstanding Notes; and (c) in
the case of a further adjourned meeting, one or more persons present being or
representing Noteholders and holding not less than one fifth of the aggregate
principal amount of the outstanding Notes. 
The majority required to pass a resolution at any meeting (including an
adjourned meeting) convened to vote on an Extraordinary Resolution will be
(subject to compliance with mandatory laws, legislation, rules and
regulations of Italy in force from time to time) not less than two thirds of
the aggregate principal amount of the outstanding Notes represented at the
meeting; provided, however, that certain proposals, as set out in Article 2415
of the Italian Civil Code (including any proposal to modify the maturity of the
Notes or the dates on which interest is payable on them; to reduce or cancel
the principal amount of, or interest on, the Notes; or to change the currency
of payment of the Notes) (each a Reserved Matter),
may only be sanctioned by a resolution passed at meeting (including any
adjourned meeting) of Noteholders by an Extraordinary Resolution passed by a
majority representing not less than one half of the principal amount of the
Notes for the time being outstanding. 
The Trust Deed provides that (i) a resolution passed at a meeting
duly convened and held in accordance with the Trust Deed by the majority
specified above cast on such resolution, or (ii) consent given by way of
electronic consents through the relevant clearing system(s) (in a form
satisfactory to the Trustee) by the majority specified above shall, in each
case, be effective as an Extraordinary Resolution of the Noteholder.  Any resolution duly passed at any such
meeting of the Noteholders will be binding on all Noteholders, whether or not
they are present at the meeting, and on all Couponholders.


 


14.2                       Noteholders’
Representative


 


A representative
of the Noteholders (rappresentante comune)
(the Noteholders’ Representative), subject
to applicable provisions of Italian law, may be appointed pursuant to Article 2417
of the Italian Civil Code in order to represent the Noteholders’ interests
under these Conditions and to give effect to resolutions passed at a meeting of
the Noteholders. If the Noteholders’ Representative is not appointed by an
Extraordinary Resolution of such Noteholders, the Noteholders’ Representative
shall be appointed by a decree of the court where the Issuer has its registered
office at the request of one or more Noteholders or at the request of the
directors of the Issuer.  The Noteholders’
Representative shall remain appointed for a maximum period of three years but
may be reappointed again thereafter.


 


14.3                       Modification,
Waiver, Authorisation and Determination


 


The Trustee may
agree, without the consent of the Noteholders or Couponholders, to any
modification of, or to the waiver or authorisation of any breach or proposed
breach of, any of these Conditions or any of the provisions of the Trust Deed,
or determine, without any such consent as aforesaid, that any Event of Default
or Potential Event of Default (as defined in the Trust Deed) shall not be
treated as such (provided that, in any such case, it is not, in the opinion of
the Trustee, materially prejudicial to the interests of the Noteholders) or may
agree, without any such consent as aforesaid, to any modification which, in its
opinion, is of a formal, minor or technical nature or to correct a manifest or
proven error or if it is made to comply with mandatory laws, legislation and regulations
of Italy applicable to the convening of meetings, quorums and the majorities
required to pass an Extraordinary Resolution and which enters into force at any
time while the Notes remain outstanding.


 


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14.4                       Trustee
to have Regard to Interests of Noteholders as a Class


 


In connection
with the exercise by it of any of its trusts, powers, authorities and
discretions (including, without limitation, any modification, waiver,
authorisation or determination), the Trustee shall have regard to the general
interests of the Noteholders as a class but shall not have regard to any
interests arising from circumstances particular to individual Noteholders or
Couponholders (whatever their number) and, in particular but without
limitation, shall not have regard to the consequences of any such exercise for
individual Noteholders or Couponholders (whatever their number) resulting from
their being for any purpose domiciled or resident in, or otherwise connected
with, or subject to the jurisdiction of, any particular territory or any
political sub-division thereof and the Trustee shall not be entitled to
require, nor shall any Noteholder or Couponholder be entitled to claim, from
the Issuer, any of the Guarantors, the Trustee or any other person any
indemnification or payment in respect of any tax consequence of any such
exercise upon individual Noteholders or Couponholders except to the extent
already provided for in Condition 8 (Taxation)
and/or any undertaking given in addition to, or in substitution for, Condition
8 (Taxation) pursuant to the Trust Deed.


 


14.5                       Notification
to the Noteholders


 


Any
modification, abrogation, waiver, authorisation or determination shall be
binding on the Noteholders and the Couponholders and, unless the Trustee agrees
otherwise, shall be notified by the Issuer to the Noteholders as soon as
practicable thereafter in accordance with Condition 13 (Notices).


 


15.                              INDEMNIFICATION
OF THE TRUSTEE AND ITS CONTRACTING WITH THE ISSUER AND THE GUARANTORS


 


15.1                       Indemnification
of the Trustee


 


The Trust Deed
contains provisions for the indemnification of the Trustee and for its relief
from responsibility, including provisions relieving it from taking action
unless indemnified and/or secured and/or prefunded to its satisfaction.


 


15.2                       Trustee
Contracting with the Issuer and the Guarantors


 


The Trust Deed
also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions
with the Issuer and/or any Guarantor and/or any of the Issuer’s other
Subsidiaries and to act as trustee for the holders of any other securities
issued or guaranteed by, or relating to, the Issuer and/or any Guarantor and/or
any of the Issuer’s other Subsidiaries, (b) to exercise and enforce its
rights, comply with its obligations and perform its duties under or in relation
to any such transactions or, as the case may be, any such trusteeship without
regard to the interests of, or consequences for, the Noteholders or
Couponholders, and (c) to retain and not be liable to account for any
profit made or any other amount or benefit received thereby or in connection
therewith.


 


16.                              FURTHER
ISSUES


 


The Issuer is at
liberty from time to time without the consent of the Noteholders or
Couponholders to create and issue further notes or bonds (whether in bearer or
registered form) either (a) ranking pari passu in
all respects (or in all respects save for the first payment of interest
thereon) and so that the same shall be consolidated and form a single series
with the outstanding notes or bonds of any series (including the Notes)
constituted by the Trust Deed or any supplemental deed or (b) upon such
terms as to ranking, interest, conversion, redemption and otherwise as the
Issuer may determine at the time of the issue. 
Any further 


 


70

















 


notes or bonds
which are to form a single series with the outstanding notes or bonds of any
series (including the Notes) constituted by the Trust Deed or any supplemental
deed shall, and any other further notes or bonds may (with the consent of the
Trustee), be constituted by a deed supplemental to the Trust Deed.  The Trust Deed contains provisions for
convening a single meeting of the Noteholders and the holders of notes or bonds
of other series in certain circumstances where the Trustee so decides.


 


17.                              GOVERNING
LAW AND SUBMISSION TO JURISDICTION


 


17.1                       Governing
Law


 


The Trust Deed
(including the Guarantees), the Notes and the Coupons and any non-contractual
obligations arising out of or in connection with them are governed by, and will
be construed in accordance with, English law, provided that Condition 14 (Meetings of Noteholders) and the provisions of the Trust
Deed concerning meetings of Noteholders are subject to compliance with the laws
of the Republic of Italy.


 


17.2                       Jurisdiction
of English Courts


 


Each of the
Issuer and the Guarantors has, in the Trust Deed, irrevocably agreed for the
benefit of the Trustee, the Noteholders and the Couponholders that the courts
of England are to have exclusive jurisdiction to settle any disputes which may
arise out of or in connection with the Trust Deed, the Notes or the Coupons
(including a dispute relating to any non-contractual obligations arising out of
or in connection with the Trust Deed, the Notes or the Coupons) and accordingly
has submitted to the exclusive jurisdiction of the English courts.


 


Each of the
Issuer and the Guarantors has, in the Trust Deed, waived any objection to the
courts of England on the grounds that they are an inconvenient or inappropriate
forum.  The Trustee, the Noteholders and
the Couponholders may take any suit, action or proceeding arising out of or in
connection with the Trust Deed, the Notes or the Coupons respectively (together
referred to as Proceedings) against the Issuer or
any Guarantor in any other court of competent jurisdiction and concurrent
Proceedings in any number of jurisdictions.


 


17.3                       Appointment
of Process Agent


 


Each of the
Issuer and the Guarantors has, in the Trust Deed, irrevocably and
unconditionally appointed Luxottica UK Ltd. at the latter’s registered office
for the time being as its agent for service of process in England in respect of
any Proceedings and has undertaken that in the event of such agent ceasing so
to act it will appoint such other person as the Trustee may approve as its
agent for that purpose.


 


18.                              RIGHTS OF
THIRD PARTIES


 


No rights are
conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Note, but this does not affect any right or remedy
of any person which exists or is available apart from that Act.


 


71

















 


PRINCIPAL
PAYING AGENT


 


BNP Paribas Securities Services, Luxembourg Branch


33, rue de Gasperich


Howald — Hesperange


L-2085 Luxembourg


 


OTHER
PAYING AGENT


 


BNP Paribas Securities Services, Luxembourg Branch


33, rue de Gasperich


Howald — Hesperange


L-2085 Luxembourg


 


and/or such
other or further Principal Paying Agent and other Paying Agents and/or
specified offices as may from time to time be appointed by the Issuer and the
Guarantor with the approval of the Trustee and notice of which has been given
to the Noteholders.


 


Requirements of Article 2414
of the Italian Civil Code


 


The following
information relating to the Issuer is provided pursuant to Article 2414 of
the Italian Civil Code.


 


(i)                                       The Issuer’s corporate
objects, as set forth in its by-laws, can be summarised as follows: (a) to
carry out, directly or indirectly, both in Italy and abroad the development, production,
construction, sale (also to third parties), installation and supply of services
relating to energy and telecommunication cables and conductors, optical fibres
and related components and applications; (b) to acquire and manage
participations and investments in companies operating in the aforementioned and
complementary or connected sectors; and (c) to carry out ancillary
activities necessary or useful to achieve its corporate object. The Issuer can
assume indebtedness and loans in order to fund its corporate activities.


 


(ii)                                    As at 30 September 2010, the Issuer had an authorised share
capital of Euro 29,537,918.57 and an issued share capital of Euro
27,913,348.48, and reserves of Euro 2,726,291,592.


 


(iii)                                 The issue of the Notes
was duly authorised by a resolution of the board of directors of the Issuer
dated 25 October 2010, which resolution has been filed with the competent
registry on 25 October 2010.


 


(iv)                                The Notes are
guaranteed on a joint and several basis by certain the Guarantors, as described
and subject to the terms and conditions set forth in the Conditions and the
Trust Deed.


 


(v)                                   A prospectus dated 9 November 2010
has been prepared for the purpose of Directive 2003/71/EC .


 


72

















 


SCHEDULE 3


 


PROVISIONS FOR MEETINGS OF NOTEHOLDERS


 


1.                                     DEFINITIONS


 


(a)                                 The provisions of this
Schedule 3 are subject to the provisions of Condition 14 and in any event, to
mandatory provisions of Italian law applicable from time to time.


 


(b)                                As used in this
Schedule the following expressions shall have the following meanings unless the
context otherwise requires:


 


Block
Voting Instruction means an English language document (together with, if
required by applicable Italian law, a translation thereof into the Italian language)
issued by a Paying Agent in which:


 


(a)                                 it is certified that on
the date thereof Notes (whether in definitive form or represented by a Global
Note) (in each case not being Notes in respect of which a Voting Certificate
has been issued and is outstanding in respect of the meeting specified in such
Block Voting Instruction) have been deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) are held to its order or under its control
or are blocked in an account with a Clearing System and that no such Notes will
cease to be so deposited or held or blocked until the first to occur of:


 


(i)                                    the conclusion of the
meeting specified in such Block Voting Instruction; and


 


(ii)                                 the surrender to the
Paying Agent, not less than 48 Hours before the time for which such meeting is
convened, of the receipt issued by such Paying Agent in respect of each such
deposited Note which is to be released or (as the case may require) the Notes
ceasing with the agreement of the Paying Agent to be held to its order or under
its control or so blocked and the giving of notice by the Paying Agent to the
Issuer in accordance with paragraph 3(F) of the necessary amendment to the
Block Voting Instruction;


 


(b)                                it is certified that
each holder of such Notes has instructed such Paying Agent that the vote(s) attributable
to the Notes so deposited or held or blocked should be cast in a particular way
in relation to the resolution(s) to be put to such meeting and that all
such instructions are, during the period commencing 48 Hours prior to the time
for which such meeting is convened and ending at the conclusion or adjournment
thereof, neither revocable nor capable of amendment;


 


(c)                                 the aggregate principal
amount of the Notes so deposited or held or blocked is listed (and, if in
definitive form, listing the relevant certificate numbers) and distinguishing
with regard to each such resolution between those in respect of which
instructions have been given that the votes attributable thereto should be cast
in favour of the resolution and those in respect of which instructions have
been so given that the votes attributable thereto should be cast against the
resolution; and


 


(d)                                one or more persons
named in such Block Voting Instruction (each hereinafter called a proxy) is or are authorised and instructed by such Paying
Agent to cast the votes attributable to the Notes so listed in accordance with
the instructions referred to in (c) above as set out in such Block Voting
Instruction, provided that no single proxy may 


 


73

















 


attend and/or vote on behalf of more than such number
of Noteholders as at any meeting would exceed the limits specified in Article 2372
of the Italian Civil Code.


 


Clearing
System means Euroclear and/or Clearstream, Luxembourg and includes in respect
of any Note any clearing system on behalf of which such Note is held or which
is the bearer or holder of a Note, in either case whether alone or jointly with
any other Clearing System(s).  For the
avoidance of doubt, the provisions of Clause 1.2(g) shall apply to this
definition.


 


Eligible
Person means any one of the following persons who shall be entitled to attend
and vote at a meeting:


 


(a)                                 a Noteholder holding a
Note in definitive form which is not held in an account with any Clearing
System;


 


(b)                                a bearer of any Voting
Certificate;


 


(c)                                 a proxy specified in
any Block Voting Instruction; and


 


(d)                                a proxy appointed by a
holder of a Note in definitive form..


 


Extraordinary
Resolution means:


 


(a)                                 a resolution passed by one
or more Eligible Persons holding or representing such portion of the principal
amount of the Notes specified in paragraph 4(d)(ii) at a meeting duly
convened and constituted on First Meeting or Second Meeting or Third Meeting,
in accordance with this Schedule;


 


(b)                                a resolution in writing
signed by or on behalf of all Eligible Persons entitled to attend and vote at
the relevant meeting (if one were convened to resolve on the relevant matter),
and approved by Eligible Persons holding or representing such portion of the
principal amount of the Notes specified in paragraph 4(d)(ii) which
resolution may be contained in one document or in several documents in like
form each signed by or on behalf of one or more of the holders;


 


(c)                                 Consent given by way of
electronic consents through the relevant Clearing System(s) (in a form
satisfactory to the Trustee), by or on behalf of one or more Eligible Persons
present holding at least two thirds of the principal amount of Notes
represented at the meeting.


 


First
Meeting means an initial meeting convened in accordance with the provisions of
this Schedule.


 


Noteholders’
Representative means a person appointed, inter alia, to represent the interests of the
Noteholders (rappresentante comune)
by an Extraordinary Resolution or by an order of a competent court at the
request of one or more Noteholders or the Issuer, as described in Articles
2415, 2417 and 2418 of the Italian Civil Code.


 


Reserved
Matter means any proposal:


 


(a)                                 to modify the maturity
of the Notes or the dates on which, or manner in which, interest is payable in
respect of the Notes;


 


(b)                                to reduce or cancel the
principal amount of, or interest on or to vary the method of calculating the
rate of interest on, the Notes;


 


74

















 


(c)                                 to change the currency
of payment of the Notes;


 


(d)                                to modify the
provisions relating to the status of the Notes;


 


(e)                                 to modify the
provisions concerning the quorum required at any meeting of Noteholders or the
majority required to pass an Extraordinary Resolution; or


 


(f)                                   relating to any other
matters provided under Article 2415, paragraph 1, item 2 of the Italian
Civil Code.


 


Second
Meeting means a meeting convened after adjournment for want of quorum of a
First Meeting convened by means of the notice described in paragraph 4(b) below.


 


Third
Meeting means a meeting convened after adjournment for lack of quorum of a
Second Meeting.


 


Voting
Certificate means a certificate in both English and Italian issued by a Paying
Agent in which it is stated:


 


(a)                                 that on the date
thereof Notes (whether in definitive form or represented by a Global Note)
which are held in an account with any Clearing System (in each case not being
Notes in respect of which a Block Voting Instruction has been issued and is
outstanding in respect of the meeting specified in such Voting Certificate)
were deposited with such Paying Agent or (to the satisfaction of such Paying
Agent) are held to its order or under its control or are blocked in an account
with a Clearing System and that no such Notes will cease to be so deposited or
held or blocked until the first to occur of:


 


(i)                                    the conclusion of the
meeting specified in such Voting Certificate; and


 


(ii)                                 the surrender of the
Voting Certificate to the Paying Agent who issued the same; and


 


(b)                                that the bearer thereof
is entitled to attend and vote at such meeting in respect of the Notes
represented by such Voting Certificate.


 


24
Hours means a period of 24 hours including all or part of a day upon which
banks are open for business in both the place where the relevant meeting is to
be held and in each of the places where the Paying Agents have their specified
offices (disregarding for this purpose the day upon which such meeting is to be
held) and such period shall be extended by one period or, to the extent
necessary, more periods of 24 hours until there is included as aforesaid all or
part of a day upon which banks are open for business in all of the places as
aforesaid.


 


48
Hours means a period of 48 hours including all or part of two days upon which
banks are open for business both in the place where the relevant meeting is to
be held and in each of the places where the Paying Agents have their specified
offices (disregarding for this purpose the day upon which such meeting is to be
held) and such period shall be extended by one period or, to the extent
necessary, more periods of 24 hours until there is included as aforesaid all or
part of two days upon which banks are open for business in all of the places as
aforesaid.


 


For the purposes
of calculating a period of Clear Days in
relation to a meeting, no account shall be taken of the day on which the notice
of such meeting is given (or, in the case of an adjourned meeting, the day on
which the meeting to be adjourned is held) or the day on which such meeting is
held.


 


75

















 


All references
in this Schedule to a “meeting” shall, where the context so permits, include
any relevant adjourned meeting.


 


2.                                     EVIDENCE
OF ENTITLEMENT TO ATTEND AND VOTE


 


A holder of a
Note (whether in definitive form or represented by a Global Note) may require
the issue by a Paying Agent of Voting Certificates and Block Voting
Instructions in accordance with the terms of paragraph 3.


 


For the purposes
of paragraph 3, the Principal Paying Agent and each Paying Agent shall be
entitled to rely, without further enquiry, on any information or instructions
received from a Clearing System and shall have no liability to any holder or
other person for any loss, damage, cost, claim or other liability occasioned by
its acting in reliance thereon, nor for any failure by a Clearing System to
deliver information or instructions to the Principal Paying Agent or any Paying
Agent.


 


The holder of
any Voting Certificate or the proxies named in any Block Voting Instruction
shall for all purposes in connection with the relevant meeting be deemed to be
the holder of the Notes to which such Voting Certificate or Block Voting
Instruction relates and the Paying Agent with which such Notes have been
deposited or the person holding Notes to the order or under the control of such
Paying Agent or the Clearing System in which such Notes have been blocked shall
be deemed for such purposes not to be the holder of those Notes.


 


3.                                     PROCEDURE
FOR ISSUE OF VOTING CERTIFICATES, BLOCK VOTING INSTRUCTIONS AND PROXIES


 


(a)                                 Definitive
Notes not held in a Clearing System - Voting Certificate


 


A holder of a
Note in definitive form which is not held in an account with any Clearing
System (not being a Note in respect of which a Block Voting Instruction has
been issued and is outstanding in respect of the meeting specified in such
Voting Certificate) may obtain a Voting Certificate in respect of such Note
from a Paying Agent subject to such holder having procured that such Note is
deposited with such Paying Agent or (to the satisfaction of such Paying Agent)
is held to its order or under its control upon terms that no such Note will
cease to be so deposited or held until the first to occur of:


 


(i)                                    the conclusion of the
meeting specified in such Voting Certificate; and


 


(ii)                                 the surrender of the
Voting Certificate to the Paying Agent who issued the same.


 


(b)                                Global
Notes and definitive Notes held in a Clearing System - Voting Certificate


 


A holder of a
Note (not being a Note in respect of which instructions have been given to the
Principal Paying Agent in accordance with paragraph 3(d)) represented by a
Global Note or which is in definitive form and is held in an account with any
Clearing System may procure the delivery of a Voting Certificate in respect of
such Note by giving notice to the Clearing System through which such holder’s
interest in the Note is held specifying by name a person (an Identified Person) (which need not be the holder himself) to
collect the Voting Certificate and attend and vote at the meeting.  The relevant Voting Certificate will be made
available at or shortly prior to the commencement of the meeting by the
Principal Paying Agent against presentation by such Identified Person of the
form of identification previously notified by such holder to the Clearing
System.  The Clearing System may
prescribe forms of identification (including, without limitation, a passport or
driving licence) which it deems appropriate for these purposes.  Subject to receipt by the Principal Paying
Agent from the 


 


76

















 


Clearing System,
no later than 24 Hours prior to the time for which such meeting is convened, of
notification of the principal amount of the Notes to be represented by any such
Voting Certificate and the form of identification against presentation of which
such Voting Certificate should be released, the Principal Paying Agent shall,
without any obligation to make further enquiry, make available Voting Certificates
against presentation of the form of identification corresponding to that
notified.


 


(c)                                 Definitive
Notes not held in a Clearing System - Block Voting Instruction


 


A holder of a
Note in definitive form which is not held in an account with any Clearing
System (not being a Note in respect of which a Voting Certificate has been
issued and is outstanding in respect of the meeting specified in such Block
Voting Instruction) may require a Paying Agent to issue a Block Voting
Instruction in respect of such Note by depositing such Note with such Paying
Agent or (to the satisfaction of such Paying Agent) by procuring that, not less
than 48 Hours before the time fixed for the relevant meeting, such Note is held
to the Paying Agent’s order or under its control, in each case on terms that no
such Note will cease to be so deposited or held until the first to occur of:


 


(i)                                    the conclusion of the
meeting specified in such Block Voting Instruction; and


 


(ii)                                 the surrender to the
Paying Agent, not less than 48 Hours before the time for which such meeting is
convened, of the receipt issued by such Paying Agent in respect of each such
deposited or held Note which is to be released or (as the case may require) the
Note or Notes ceasing with the agreement of the Paying Agent to be held to its
order or under its control and the giving of notice by the Paying Agent to the
Issuer in accordance with paragraph 3(f) hereof of the necessary amendment
to the Block Voting Instruction;


 


and instructing
the Paying Agent that the vote(s) attributable to the Note or Notes so
deposited or held should be cast in a particular way in relation to the
resolution or resolutions to be put to such meeting and that all such
instructions are, during the period commencing 48 Hours prior to the time for
which such meeting is convened and ending at the conclusion or adjournment
thereof, neither revocable nor capable of amendment.


 


(d)                                Global
Notes and definitive Notes held in a Clearing System - Block Voting Instruction


 


A holder of a
Note (not being a Note in respect of which a Voting Certificate has been
issued) represented by a Global Note or which is in definitive form and is held
in an account with any Clearing System may require the Principal Paying Agent
to issue a Block Voting Instruction in respect of such Note by first
instructing the Clearing System through which such holder’s interest in the
Note is held to procure that the votes attributable to such Note should be cast
at the meeting in a particular way in relation to the resolution or resolutions
to be put to the meeting.  Any such
instruction shall be given in accordance with the rules of the Clearing
System then in effect.  Subject to
receipt by the Principal Paying Agent of instructions from the Clearing System,
no later than 24 Hours prior to the time for which such meeting is convened, of
notification of the principal amount of the Notes in respect of which
instructions have been given and the manner in which the votes attributable to
such Notes should be cast, the Principal Paying Agent shall, without any
obligation to make further enquiry, appoint a proxy to attend the meeting and
cast votes in accordance with such instructions.


 


(e)                                 Each Block Voting
Instruction, together (if so requested by the Noteholders Representative or, as
the case may be, the Trustee) with proof satisfactory to the Noteholders
Representative or, as the case may be, the Trustee of its due execution on
behalf of the relevant Paying Agent shall be deposited by the relevant Paying
Agent at such place as the Noteholders


 


77
















 


Representative or, as the case may be, the Trustee shall approve not
less than 24 Hours before the time appointed for holding the meeting at which
the proxy or proxies named in the Block Voting Instruction proposes to vote,
and in default the Block Voting Instruction shall not be treated as valid
unless the Chairman of the meeting decides otherwise before such meeting
proceeds to business.  A copy of each
Block Voting Instruction shall be deposited with the Noteholders
Representative, or as the case may be, the Trustee before the commencement of
the meeting but the Noteholders Representative or, as the case may be, the
Trustee shall not thereby be obliged to investigate or be concerned with the
validity of or the authority of the proxy or proxies named in any such Block
Voting Instruction.


 


(f)                                   Any vote given in
accordance with the terms of a Block Voting Instruction or form of proxy shall
be valid notwithstanding the previous revocation or amendment of the Block
Voting Instruction or form of proxy or of any of the instructions of the
relevant holder or the relevant Clearing System (as the case may be) pursuant
to which it was executed provided that no intimation in writing of such
revocation or amendment has been received from the relevant Paying Agent by the
Issuer at its registered office (or such other place as may have been required
or approved by the Noteholders Representative or, as the case may be, the
Trustee for the purpose) by the time being 24 Hours (in the case of a Block
Voting Instruction) or 48 Hours (in the case of a proxy) before the time
appointed for holding the meeting at which the Block Voting Instruction or form
of proxy is to be used.


 


4.                                     CONVENING
OF MEETINGS, QUORUM AND ADJOURNED MEETINGS


 


(a)                                 The directors of the
Issuer or the Noteholders’ Representative may at any time, and the Issuer
shall, subject to mandatory provisions of Italian law, at the request of the
Trustee or upon a requisition in writing signed by the holders of not less than
one-twentieth in aggregate principal amount of the Notes for the time being
outstanding, convene a meeting of the Noteholders, and if the Issuer defaults
in convening such a meeting following such request or requisition by the
Noteholders representing not less than one-twentieth in aggregate principal
amount of the Notes outstanding, the same may be convened by decision of the
President of the competent court upon request by such Noteholders.  Every such meeting shall be held at such time
and place as provided pursuant to Article 2363 of the Italian Civil Code,
or as the Trustee may appoint or approve in writing.


 


(b)                                At least 30 Clear Days’
notice specifying the date, time and place of meeting shall be given to the
holders prior to any meeting in the manner provided by Condition 13 and shall
be published in the Gazzetta Ufficiale
of the Republic of Italy or in at least one daily newspaper specified in the
by-laws of the Issuer and having general circulation in the Republic of Italy
or otherwise as required pursuant to the Issuer’s by-laws and applicable
legislation from time to time, and the Paying Agents shall be notified pursuant
to the provisions of the Paying Agency Agreement. Such notice, which shall (in
the case of notice given under Condition 13) be in the English language, shall (a) state
generally the agenda for the meeting thereby convened, (b) set out the
full text of the resolutions to be proposed and (c) shall also include
statements as to the manner in which holders may arrange for Voting
Certificates or Block Voting Instructions to be issued and, if applicable,
appoint proxies and the details of the time limits applicable and any other
details as may be required by applicable laws and regulations.  Such notice may also specify the date of a
Second Meeting or a Third Meeting in addition to the above.  A copy of the notice shall be sent by post to
the Trustee (unless the meeting is convened by the Trustee), to the Issuer
(unless the meeting is convened by the Issuer), to the Noteholders’
Representative (unless the meeting is convened by the Noteholders’
Representative) and to the Guarantors.


 


(c)                                 Subject to mandatory
provisions of Italian law, the chairman of the board of directors of the Issuer
or a person (who may but need not be a holder) nominated in writing by the 


 


78

















 


Noteholders’ Representative or the Trustee shall be entitled to take the
chair at the relevant meeting, but if no such nomination is made or if at any
meeting the person nominated shall not be present within 15 minutes after the
time appointed for holding the meeting the holders present shall choose by
majority vote one of their number to be Chairman pursuant to Article 2371
of the Italian Civil Code.  The Chairman
of an adjourned meeting need not be the same person as was Chairman of the
meeting from which the adjournment took place.


 


(d)                                Quorum


 


(i)                                    The constitution of
meetings and the validity of resolutions of Noteholders shall be governed
pursuant to the Italian Civil Code and, as long as the Issuer has its shares
listed on a regulated market in Italy or another EU member country, pursuant to
Legislative Decree no. 58 of 24 February 1998 (as amended from time to
time) which currently provides that a meeting will be validly held if (i) at
the First Meeting there are one or more Eligible Persons present holding or
representing in aggregate at least one half of the principal amount of the
Notes for the time being outstanding; (ii) at the Second Meeting there are
one or more Eligible Persons present holding or representing in aggregate more
than one third of the principal amount of the Notes for the time being
outstanding; (iii) at the Third Meeting there are one or more Eligible
Persons present holding or representing in aggregate at least one fifth of the
principal amount of the Notes for the time being outstanding, provided that in
relation to a meeting held to consider a Reserved Matter, the necessary quorum
shall always be at least one half of the aggregate principal amount of the
Notes for the time being outstanding.


 


(ii)                                 The majority required
to pass an Extraordinary Resolution shall be one or more Eligible Persons
present holding or representing (aa) for voting on any matter other than a
Reserved Matter, at least two thirds of the principal amount of the Notes
represented at the relevant meeting and (bb) for voting on a Reserved Matter,
at least one half of the aggregate principal amount of the Notes for the time
being outstanding.


 


(iii)                              If within one hour
after the time appointed for any First Meeting or Second Meeting or Third
Meeting a quorum is not present, the relevant meeting shall, if convened upon
the requisition of Noteholders, be dissolved. If within one hour after the time
appointed for a Third Meeting a quorum is not present, the meeting shall be
dissolved.


 


(iv)                             The Chairman may with
the consent of (and shall if directed by) any meeting adjourn the same from
time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack of required
quorum) have been transacted at the meeting from which the adjournment took
place.


 


(v)                                Notice of any adjourned
meeting at which an Extraordinary Resolution is to be submitted shall be given
in the same manner as notice of an original meeting provided that (i) where
the original notice specified the date for a subsequent Second Meeting or Third
Meeting, no further notice need by given to Noteholders and (ii) where a
further notice is required, such notice shall be given in compliance with Article 2369
of the Italian Civil Code, and shall state the required quorum.


 


5.                                     CONDUCT
OF BUSINESS AT MEETINGS


 


(a)                                 Every question
submitted to a meeting shall be decided by poll.


 


79

















 


(b)                                A poll shall be taken
in such manner and, subject as hereinafter provided, either at once or after an
adjournment as the Chairman directs and the result of such poll shall be deemed
to be the resolution of the meeting in respect of which the poll was held as at
the date of the taking of the poll.  A
poll shall not prevent the continuance of the meeting for the transaction of
any business other than the motion on which the poll will be held.


 


(c)                                 Any poll at any such
meeting on the election of a Chairman or on any question of adjournment shall
be taken at the meeting without adjournment.


 


(d)                                Subject to mandatory
provisions of Italian law, the Noteholders’ Representative, Eligible Persons,
the chairman, the Issuer, the Trustee, any director or statutory auditor
(sindaco) of the Issuer and any other person approved by the meeting, including
representatives of the Issuer and the Trustee and their respective lawyers and
financial advisors, may attend and speak at any meeting.  Save as aforesaid, no person shall be
entitled to attend and speak nor shall any person be entitled to vote at any
meeting unless he is an Eligible Person. 
No person shall be entitled to vote at any meeting in respect of Notes
which are deemed to be not outstanding by virtue of the proviso to the
definition of “outstanding” in Clause 1.


 


(e)                                 At any meeting on a
poll, every Eligible Person present shall have one vote in respect of each €1
in aggregate principal amount of the outstanding Notes held or represented by
such Eligible Person.


 


(f)                                   Without prejudice to
the obligations of the proxies named in any Block Voting Instruction or form of
proxy, any Eligible Person entitled to more than one vote need not use all his
votes or cast all the votes to which he is entitled in the same way.


 


(g)                                The proxies named in
any Block Voting Instruction or form of proxy need not be holders.


 


(h)                                A meeting shall,
subject to the Conditions, and in any event, to the mandatory provisions of
Italian law and without prejudice to any powers conferred on other persons by
the Trust Deed, have power by Extraordinary Resolution:


 


(i)                                    To approve any Reserved
Matter.


 


(ii)                                 To consider any
proposal for an administration order (amministrazione
controllata) and/or a composition with creditors (concordato) in respect of the Issuer.


 


(iii)                              To sanction any
abrogation, modification, compromise or arrangement in respect of the rights of
the Trustee, any Appointee, the holders, the Couponholders, the Issuer or the
Guarantors against any other or others of them or against any of their property
whether such rights arise under these presents or otherwise.


 


(iv)                             To appoint or revoke
the appointment of the Noteholders’ Representative or the Trustee.


 


(v)                                To give any authority
or sanction which under the provisions of these presents is required to be
given by Extraordinary Resolution.


 


80

















 


(vi)                             Without prejudice to
the rights of any Noteholders’ Representative to appoint any persons (whether
holders or not) as a committee or committees to represent the interests of the
holders and to confer upon such committee or committees any powers or
discretions which the holders could themselves exercise by Extraordinary
Resolution.


 


(vii)                          To discharge or
exonerate the Trustee and/or any Appointee from all liability in respect of any
act or omission for which the Trustee and/or such Appointee may have become
responsible under these presents.


 


(viii)                       To authorise the
Trustee and/or any Appointee to concur in and execute and do all such deeds,
instruments, acts and things as may be necessary to carry out and give effect
to any Extraordinary Resolution.


 


(ix)                               To establish a fund for
the expenses necessary for the protection of common interests of Noteholders
and related statements of account.


 


(x)                                  To sanction, approve or
assent to other matters of common interest to Noteholders.


 


(xi)                               To sanction the
exchange or substitution for the Notes of, or the conversion of the Notes into,
other securities of the Issuer or any other entity.


 


(i)                                     Any resolution (i) passed
at a meeting of the holders duly convened and held in accordance with these
presents, (ii) passed as a resolution in writing in accordance with these
presents or (iii) if and to the extent permitted by the then prevailing
by-laws of the Issuer and applicable legislation, passed by way of electronic
consents given by holders through the relevant Clearing System(s) in
accordance with these presents shall be binding upon all the holders whether or
not present or whether or not represented at any meeting and whether or not
voting on the resolution and upon all Couponholders and each of them shall be
bound to give effect thereto accordingly and the passing of any such resolution
shall be conclusive evidence that the circumstances justify the passing
thereof.  Notice of the result of the
voting on any resolution duly considered by the holders shall be published in
accordance with Condition 13 by the Issuer within 14 days of such result being
known, PROVIDED THAT the non-publication of such notice shall not invalidate
such result.


 


(j)                                     Minutes of all
resolutions and proceedings at every meeting, prepared by a public notary,
shall be made and entered in books to be from time to time provided for that
purpose by the Issuer and any such minutes as aforesaid, if purporting to be
signed by the Chairman of the meeting at which such resolutions were passed or
proceedings transacted, shall be conclusive evidence of the matters therein
contained and, until the contrary is proved, every such meeting in respect of
the proceedings of which minutes have been made shall be deemed to have been
duly held and convened and all resolutions passed or proceedings transacted
thereat to have been duly passed or transacted.


 


6.                                     REGULATIONS


 


Subject to all
other provisions of these presents and mandatory provisions of applicable
Italian law, the Trustee may (after consultation with the Issuer and the
Guarantors where the Trustee considers such consultation to be practicable but
without the consent of the Issuer, the Guarantors, the holders or the
Couponholders) prescribe such further or alternative regulations regarding the
requisitioning and/or the holding of meetings and attendance and 


 


81

















 


voting thereat
as the Trustee may in its sole discretion reasonably think fit (including,
without limitation, the substitution for periods of 24 Hours and 48 Hours
referred to in this Schedule of shorter periods).  Such regulations may, without prejudice to
the generality of the foregoing, reflect the practices and facilities of any
relevant Clearing System.  Notice of any
such further or alternative regulations may, at the sole discretion of the
Trustee, be given to Noteholders in accordance with Condition 13 at the time of
service of any notice convening a meeting or at such other time as the Trustee
may decide.


 


82

















 


SCHEDULE 4


 


FORM OF DIRECTORS’ CERTIFICATE


 


[ON THE HEADED PAPER OF THE ISSUER]


 


To:                            BNP Paribas Trust
Corporation UK Limited


55 Moorgate


London EC2R 6PA


 


Fax: 0207 595
5078


 


For the
attention of: The Manager


 


[Date]


 


Dear Sirs


 


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


 


This certificate
is delivered to you in accordance with Clause 14(f) of the Trust Deed
dated 10 November 2010 (the Trust Deed) and
made between Luxottica Group S.p.A. (the Issuer),
Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original
Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee).  All words
and expressions defined in the Trust Deed shall (save as otherwise provided herein
or unless the context otherwise requires) have the same meanings herein.


 


We hereby
certify that, to the best of our knowledge, information and belief (having made
all reasonable enquiries):


 


(a)                                 as at [  ](1), no Event of Default, Potential Event of
Default, Change of Control or Change of Control Put Event existed [other than [
 ]](2) and no Event of Default, Potential Event of Default, Change of
Control or Change of Control Put Event had existed at any time since [  ](3) [the certification date (as defined
in the Trust Deed) of the last certificate delivered under Clause [14(f)]](4) [other
than [   ]](5); and


 


(b)                                from and including
[   ](3) [the certification date of
the last certificate delivered under Clause [14(f)]](4) to and
including [  ](1), the Issuer and the Original Guarantors have
complied in all respects with its obligations under these presents (as defined
in the Trust Deed) [other than [  ]](6).


 






(1)                                 Specify a date not more
than 7 days before the date of delivery of the certificate.


(2)                                 If any Event of
Default, Potential Event of Default, Change of Control or Change of Control Put
Event did exist, give details; otherwise delete.


(3)                                 Insert date of Trust
Deed in respect of the first certificate delivered under Clause
14(f), otherwise delete.


(4)                                 Include unless the
certificate is the first certificate delivered under Clause 14(f) ,
in which case delete.


(5)                                 If any Event of
Default, Potential Event of Default, Change of Control or Change of Control Put
Event did exist, give details; otherwise delete.


(6)                                 If the Issuer and/or
either Guarantor has failed to comply with any obligation(s), give details;
otherwise delete.


 


83

















 


For and on
behalf of


 


Luxottica
Group S.p.A.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


84
















 


SCHEDULE 5


 


FORM OF MATERIAL SUBSIDIARIES CERTIFICATE


 


To:                            BNP Paribas Trust
Corporation UK Limited


55 Moorgate


London EC2R 6PA


 


Fax: 0207 595
5078


 


For the
attention of: The Manager


 


[Date]


 


Dear Sirs


 


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


 


This certificate
is delivered to you in accordance with Clause 14(r) of the Trust Deed
dated 10 November 2010 (the Trust Deed) and
made between Luxottica Group S.p.A. (the Issuer),
Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original
Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee).  All words
and expressions defined in the Trust Deed shall (save as otherwise provided
herein or unless the context otherwise requires) have the same meanings herein.


 


We hereby
confirm that the Material Subsidiaries (as defined in the Trust Deed) of the
Issuer and each Original Guarantor are [name Subsidiaries],
by reference to the annual accounts of each of the aforementioned Subsidiaries
and the audited annual consolidated accounts of the Group, in each case, for
the financial year ended 31 December [·].


 


For and on
behalf of


 


Luxottica
Group S.p.A.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


Luxottica
U.S. Holdings Corp.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


85

















 


Luxottica
S.r.l.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


86

















 


SCHEDULE 6


 


FORM OF COMPLIANCE CERTIFICATE


 


To:                            BNP Paribas Trust
Corporation UK Limited


55 Moorgate


London EC2R 6PA


 


Fax: 0207 595
5078


 


For the
attention of: The Manager


 


[Date]


 


Dear Sirs


 


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


 


This certificate
is delivered to you in accordance with Clause 14(v) of the Trust Deed
dated 10 November 2010 (the Trust Deed) and
made between Luxottica Group S.p.A. (the Issuer),
Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original
Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee).  All words
and expressions defined in the Trust Deed shall (save as otherwise provided
herein or unless the context otherwise requires) have the same meanings herein.


 


We hereby
confirm that none of our Subsidiaries (not being a Guarantor) have incurred,
created or permitted to subsist any Indebtedness in contravention of the
restrictions set out in Condition 4.2.


 


For and on
behalf of


 


Luxottica
Group S.p.A.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


 


Luxottica
U.S. Holdings Corp.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


87

















 


Luxottica
S.r.l.


 


 


	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director

  



 


88

















 


SIGNATORIES


 


	
  EXECUTED
  as a Deed

  	
   

  	
   

  
	
  by LUXOTTICA GROUP S.p.A.,

  	
   

  	
   

  
	
  acting by

  	
  )

  	
  /s/ MARCO
  BIGATTI

  
	
   

  	
  )

  	
   

  
	
  acting under
  the authority 

  	
  )

  	
   

  
	
  of that
  Company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s
  signature

  	
  )

  	
  /s/ F.
  EMANUELE

  
	
   

  	
   

  	
   

  
	
  Name   Filippo Emanuele

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address   Piazzetta Bossi 3, Milan, Italy

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation   Solicitor

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a Deed by

  	
   

  	
   

  
	
  LUXOTTICA
  U.S. HOLDINGS CORP.

  	
   

  	
   

  
	
  acting by

  	
  )

  	
  /s/ MARCO BIGATTI

  
	
   

  	
   

  	
   

  
	
  acting under
  the authority 

  	
  )

  	
   

  
	
  of that
  Company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s
  signature

  	
  )

  	
  /s/ F.
  EMANUELE

  
	
   

  	
   

  	
   

  
	
  Name   Filippo Emanuele

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address   Piazzetta Bossi 3, Milan, Italy

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation   Solicitor

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a Deed by

  	
   

  	
   

  
	
  LUXOTTICA S.r.l.

  	
   

  	
   

  
	
  acting by

  	
  )

  	
  /s/ MARCO
  BIGATTI

  
	
   

  	
   

  	
   

  
	
  acting under
  the authority

  	
  )

  	
   

  
	
  of that
  Company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s
  signature

  	
  )

  	
  /s/ F.
  EMANUELE

  
	
   

  	
   

  	
   

  
	
  Name   Filippo Emanuele

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address   Piazzetta Bossi 3, Milan, Italy

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation 
   Solicitor

  	
  )

  	
   

  



 


89

















 


	
  EXECUTED as a Deed by

  	
   

  	
   

  
	
  BNP
  PARIBAS TRUST CORPORATION UK LIMITED

  	
   

  	
   

  
	
  acting by two
  of its lawful Attorneys:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attorney

  	
  )

  	
  /s/ KAREN
  WILLIAMSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ MIKE
  HELLMUTH

  
	
   

  	
   

  	
   

  
	
  Attorney in
  the presence of:

  	
  )

  	
   

  
	
  Witness name:
  Maria Dawson

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ MARIA
  DAWSON

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address: 55
  Moorgate, London EC2R 6PA

  	
  )

  	
   

  
					



 


90