**Exhibit 4.11**

**RESTATEDAGREEMENT**

€1,130,000,000 ANDUS$325,000,000FACILITIES AGREEMENTDated 3 June 2004forLUXOTTICA GROUP S.p.A.ANDLUXOTTICA U.S. HOLDINGS CORP.

arranged byABN AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BANCAINTESA S.p.A., CALYON S.A., SUCCURSALE DI MILANO, CALYON NEW YORKBRANCH, CAPITALIA S.p.A., CITIGROUP GLOBAL MARKETS LIMITED,MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.p.A., THE ROYAL BANK OFSCOTLAND PLC ANDUNICREDIT BANCA MOBILIARE S.p.A.

with

BANC OF AMERICASECURITIES LIMITED, CITIGROUP GLOBAL MARKETSLIMITED, THE ROYAL BANK OF SCOTLAND PLC AND UNICREDIT BANCAMOBILIARE S.p.A.acting as Bookrunners

with

UNICREDITOITALIANO S.p.A., NEW YORK BRANCHUNICREDIT BANCA D’IMPRESA S.p.A.acting as Agents
| ** ** | ** **                                      | ** ** |
|------------|-------------------------------------------------|------------|
| ** ** | ** **                                      | ** ** |
| ** ** | **MULTICURRENCY TERM AND REVOLVING FACILITIES** | ** ** |
| ** ** | **AGREEMENT**                                   | ** ** |
| ** ** | ** **                                      | ** ** |
| ** ** | ** **                                      | ** ** |

 

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**CONTENTS**
| **CLAUSE** |                                              |
|------------|---------------------------------------------------|
| 1.         | DEFINITIONS  AND INTERPRETATION                   |   |
| 2.         | THE  FACILITIES                                   |   |
| 3.         | PURPOSE                                           |   |
| 4.         | CONDITIONS  OF UTILISATION                        |   |
| 5.         | UTILISATION                                       |   |
| 6.         | UNAVAILABILITY  OF CURRENCY                       |   |
| 7.         | REPAYMENT                                         |   |
| 8.         | PREPAYMENT  AND CANCELLATION                      |   |
| 9.         | INTEREST                                          |   |
| 10.        | INTEREST  PERIODS                                 |   |
| 11.        | CHANGES  TO THE CALCULATION OF INTEREST           |   |
| 12.        | FEES                                              |   |
| 13.        | TAX  GROSS-UP AND INDEMNITIES                     |   |
| 14.        | INCREASED  COSTS                                  |   |
| 15.        | OTHER  INDEMNITIES                                |   |
| 16.        | MITIGATION  BY THE LENDERS                        |   |
| 17.        | COSTS  AND EXPENSES                               |   |
| 18.        | GUARANTEE  AND INDEMNITY                          |   |
| 19.        | REPRESENTATIONS                                   |   |
| 20.        | INFORMATION  UNDERTAKINGS                         |   |
| 21.        | FINANCIAL  COVENANTS                              |   |
| 22.        | GENERAL  UNDERTAKINGS                             |   |
| 23.        | EVENTS  OF DEFAULT                                |   |
| 24.        | CHANGES  TO THE LENDERS                           |   |
| 25.        | CONFIDENTIALITY                                   |   |
| 26.        | CHANGES  TO THE OBLIGORS                          |   |
| 27.        | ROLE  OF THE AGENT AND THE MANDATED LEAD ARRANGER |   |
| 28.        | CONDUCT  OF BUSINESS BY THE FINANCE PARTIES       |   |
| 29.        | SHARING  AMONG THE FINANCE PARTIES                |   |
| 30.        | PAYMENT  MECHANICS                                |   |
| 31.        | SET-OFF                                           |   |
| 32.        | NOTICES                                           |   |
| 33.        | CALCULATIONS  AND CERTIFICATES                    |   |
| 34.        | PARTIAL  INVALIDITY                               |   |

 

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**CONTENTS**
| **CLAUSE** |                    |
|------------|-------------------------|
| 35.        | REMEDIES  AND WAIVERS   |   |
| 36.        | AMENDMENTS  AND WAIVERS |   |
| 37.        | COUNTERPARTS            |   |
| 38.        | GOVERNING  LAW          |   |
| 39.        | ENFORCEMENT             |   |

 

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**THIS AGREEMENT** is made in London on 3 June 2004(as amended and restated in Lugano on 10 March 2006) and between:

(1)                                        **LUXOTTICA GROUP S.p.A**., as borrower (the “**Italian Borrower**”);

(2)                                        **LUXOTTICA U.S. HOLDINGS CORP**., as borrower(the “**US Borrower**” and, togetherwith the Italian Borrower, the “**Borrowers**”);

(3)                                        **LUXOTTICA GROUP S.p.A., LUXOTTICA S.r.l. and LUXOTTICAU.S. HOLDINGS CORP.**as original guarantors (the “**Original Guarantors**”);

(4)                                        **ABN AMRO BANK N.V., BANC OF AMERICA SECURITIESLIMITED, BANCA INTESA S.p.A., CALYON S.A., SUCCURSALE DI MILANO, CALYON NEWYORK BRANCH, CAPITALIA S.p.A., CITIGROUP GLOBAL MARKETS LIMITED, MEDIOBANCA -BANCA DI CREDITO FINANZIARIO S.p.A., THE ROYAL BANK OF SCOTLAND PLC ANDUNICREDIT BANCA MOBILIARE S.p.A**. as mandated lead arrangers (whetheracting individually or together, the “**MandatedLead Arranger**”);

(5)                                        **BANC OF AMERICA SECURITIES LIMITED, CITIGROUP GLOBALMARKETS LIMITED, THE ROYAL BANK OF SCOTLAND PLC AND UNICREDIT BANCA MOBILIARES.p.A.**, as bookrunners (whether acting individually or together, the“**Bookrunner**”);

(6)                                        **THE FINANCIAL INSTITUTIONS** listed in Part II,Part III and Part IV of Schedule 1 (*TheParties*) as lenders (the “**Lenders**”);

(7)                                        **UNICREDIT BANCA D’IMPRESA S.p.A.**, as agentof the other Finance Parties, under Facility A and Facility C (in so far as thecurrency specified in any Facility C Utilisation Request is the Base Currency(as such terms are defined below)) (the “**ItalianAgent”**); and

(8)                                        **UNICREDITO ITALIANO S.p.A., NEW YORK BRANCH**,as agent of the other Finance Parties under Facility B and under Facility C (inso far as the currency specified in any Facility C Utilisation Request is theOptional Currency (as such terms are defined below)) (the “**US Agent**” and, together with the ItalianAgent, the “**Agents**”)).

**IT IS AGREED** as follows:

# **SECTION 1INTERPRETATION**

## 1.**                                       DEFINITIONSAND INTERPRETATION**

### 1.1.**                              Definitions**

In this Agreement:

“**Accession Letter**” means adocument substantially in the form set out in part 2 of Schedule 12 (*Additional Guarantors*).

“**Acquisition**” means theacquisition by the US Borrower (directly or indirectly through the SPV) of theTarget.

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“**Acquisition Documents**”means all documents setting out the agreement between the US Borrower or, asthe case may be SPV with respect to the Acquisition.

“**Additional Cost Rate**” hasthe meaning given to it in Schedule 4 (*MandatoryCost formulae*).

“**Additional Guarantor**”means any member of the Group which becomes a Guarantor in accordance withClause 18.11 (*Additional Guarantors*)

“**Affiliate**” means, inrelation to any person, a Subsidiary of that person or a Holding Company ofthat person or any other Subsidiary of that Holding Company.

“**Agency Fee Letters**” meanseach of (i) the letter dated on or about the date of this Agreementbetween the Italian Borrower and the Italian Agent relating to the payment bythe Italian Borrower of the agency fee to the Italian Agent as set out in suchletter and (ii) the letter dated on or about the date of this agreementbetween the US Borrower and the US Agent relating to the payment by the USBorrower of the agency fee as set out in such letter.

“**Agent’s Spot Rate of Exchange**”means (in relation to Facility C) the spot rate of exchange on a particular dayfor the purchase of the Optional Currency with the Base Currency quoted by the EuropeanCentral Bank on Reuters’ page ECB37 or, if such page or such serviceshall cease to be available, such other page or such other service for thepurpose of displaying an average rate of exchange as the Agent afterconsultation with the Lenders and the Borrower, shall select.

“**Agreed Exceptions**” meanswith respect to any action, proceeding or procedure referred to in Clause 23.7(*Insolvency Proceedings*) andClause 23.8 (*Creditor’s Process and finaljudgment*) (each a “**relevantprocedure**”):

#### (a)                                  therelevant procedure is discharged within 30 days of its commencement; or

#### (b)                                 onor prior to the end of the 30 day period mentioned in (a) above it isdemonstrated to the satisfaction of the Majority Lenders (in their discretionbut acting in good faith) that:

##### (i)                                     therelevant procedure is frivolous and vexatious and is being duly defended ingood faith and by appropriate proceedings; or

##### (ii)                                  therelevant procedure is being duly defended in good faith and by appropriateproceedings and any Borrower or the relevant Obligor has sufficient funds tomeet the maximum potential liability which may result from such proceedings,

and (in any event) within 60 days of the end of the 30 day periodmentioned in (a) above, the relevant procedure is discharged.

“**Amendment and Restatement Agreement**”means the amendment and restatement agreement entered into with respect to thisAgreement on or about 10 March 2006.

“**Amendment and Restatement Date**”means as defined in the Amendment and Restatement Agreement.

“**Authorisation**” means anauthorisation, consent, approval, resolution, licence, exemption, filing,notarisation or registration.

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“**Authorised Signatory**”means the persons listed in Schedule 10 (*AuthorisedSignatories*) and any other person authorised to execute any documenton behalf of the Italian Borrower and/or the US Borrower (as the case may be),as is from time to time communicated by the Italian Borrower in writing to eachof the Italian Agent and the US Agent.

“**Availability Period**”means:

#### (a)                                  inrelation to Facility A, the period from and including the date of thisAgreement to and including the date falling 60 days from the date of thisAgreement;

#### (b)                                 inrelation to Facility B, the period from and including the date of thisAgreement to and including 31 January 2005; and

#### (c)                                  inrelation to Facility C, the period from and including the date of thisAgreement to and including the date falling one month before the TerminationDate.

“**Available Commitment**”means, in relation to a Facility, a Lender’s Commitment under that Facilityminus:

#### (a)                                  theBase Currency Amount of its participation in any outstanding Loans under thatFacility; and

#### (b)                                 inrelation to any proposed Utilisation, the Base Currency Amount of itsparticipation in any Loans (other than any Loan which is the subject of therelevant Utilisation Request) that are due to be made under that Facility on orbefore the proposed Utilisation Date,

other than, in relation to any proposed Utilisation under Facility Conly, that Lender’s participation in any Facility C Loans that are due to berepaid or prepaid on or before the proposed Utilisation Date.

“**Available Facility**”means, in relation to a Facility, the aggregate for the time being of eachLender’s Available Commitment in respect of that Facility.

“**Bank Guarantee**” means anyguarantees or performance bonds required to be issued by an Eligible DepositBank in the ordinary course of either of the Borrower’s business and upon termsusual for such business.

“**Base Currency**” means:

#### (a)                                  inrelation to Facility A and Facility C, euro; and

#### (b)                                 inrelation to Facility B, US$.

“**Base Currency Amount**”means, in relation to a Loan, the amount specified in the Utilisation Requestdelivered by a Borrower for that Loan (or, in relation to Facility C, if theamount requested is denominated in the Optional Currency, that amount convertedinto the Base Currency at the Agent’s Spot Rate of Exchange on the date whichis four Business Days before the Utilisation Date or, if later, on the date theAgent receives the Utilisation Request) adjusted to reflect any repayment,prepayment, consolidation or division of the Loan.

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“**Break Costs**” means the amount (if any) bywhich:

#### (a)                                  theinterest (excluding any Margin) which a Lender should have received for theperiod from the date of receipt of all or any part of its participation in aLoan or Unpaid Sum to the last day of the current Interest Period in respect ofthat Loan or Unpaid Sum, had the principal amount or Unpaid Sum received beenpaid on the last day of that Interest Period;

exceeds:

#### (b)                                 theamount which that Lender would be able to obtain by placing an amount equal tothe principal amount or Unpaid Sum received by it on deposit with a leadingbank in the Relevant Interbank Market for a period starting on the Business Dayfollowing receipt or recovery and ending on the last day of the currentInterest Period.

“**Business Day”** means a day (other than aSaturday or Sunday) which is not a public holiday and on which banks are openfor general business in New York, London and Milan and:

#### (a)                                  (in relation to a date for payment or purchase of any sum denominated in acurrency other than the euro) the principal financial centre of the country ofsuch currency; or

#### (b)                                 (in relation to any date for payment or purchase of a sum denominated in theeuro) on which TARGET is open for settlement in euro.

“**Cash**” has the meaninggiven to it in FAS95.

“**Cash Equivalent Investments**”has the meaning given to it in FAS95.

“**Code**” means, at any date,the U.S. Internal Revenue Code of 1986 (or any successor legislation thereto)as amended from time to time, and the regulations promulgated and rulingsissued thereunder, all as the same may be in effect at such date.

“**Commitment**” means aFacility A Commitment, a Facility B Commitment or a Facility C Commitment.

“**Compliance Certificate**”means a certificate substantially in the form set out in Schedule 6 (*Form of Compliance Certificate*).

“**Confidentiality Undertaking**”means a confidentiality undertaking substantially in a recommended form of theLMA as set out in Schedule 8 (*ConfidentialityUndertaking)* or in any other form agreed between the ItalianBorrower and the Italian Agent.

“**Consolidated Equity**”means, with respect to the Group, the Shareholders’ Equity as evidenced in thelatest published Consolidated Financial Statements or Consolidated QuarterlyFinancial Statements (as the case may be).

“**Consolidated Financial Statements**”means, with respect to the Group, the latest published audited consolidatedfinancial statements of the Group prepared in accordance with GAAP in respectof its financial year.

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“**Consolidated Pro-Forma FinancialStatements**” means, during the Pro-Forma Relevant Period and withrespect to the Group, the latest published audited consolidated financialstatements of the Group prepared in accordance with GAAP in respect of itsfinancial year, including, on a pro-forma basis, the relevant results of: (i) Targetand its Subsidiaries; and (ii) any other company acquired by a member ofthe Group and the Subsidiaries of such company.

“**Consolidated Total Assets**”means, with respect to the Group, the total assets as evidenced in the latestpublished Consolidated Financial Statements or Consolidated Quarterly FinancialStatements (as the case may be).

“**Consolidated Quarterly FinancialStatements**” means, with respect to the Group, the latest quarterlyfinancial statements of the Group in respect of each of its financial quarters(other than the last quarter in each financial year).

“**Consolidated Quarterly Pro-FormaFinancial Statements**” means, during the Pro-Forma Relevant Periodwith respect to the Group, the latest quarterly financial statements of theGroup in respect of each of its financial quarters (other than the last quarterin each financial year), including, on a pro-forma basis, the relevant resultsof: (i) Target and its Subsidiaries; and (ii) any other companyacquired by a member of the Group and the Subsidiaries of such company.

“**Default**” means an Eventof Default or any event or circumstance specified in Clause 23 (*Events of Default*) which would (with theexpiry of a grace period, the giving of notice, the making of any determinationunder the Finance Documents or any combination of any of the foregoing) be anEvent of Default.

“**Documento di Sintesi**” hasthe meaning given to such expression in the Bank of Italy’s 9th update of th*e Istruzioni di Vigilanza* in force from 1 October 2003.

“**Eligible Deposit Bank**”means any bank or financial institution with a short-term rating of at least Algranted by Standard & Poor’s Corporation or Pl granted by Moody’sInvestors Services, Inc.

“**Employee Plan**” means anemployee pension benefit plan (other than a Multiemployer Plan) subject to theprovisions of Title IV of ERISA or Section 412 of the Code or Section 302of ERISA, and in respect of which a U.S. Group Company or any ERISA Affiliateis (or, if such plan were terminated, would under Section 4069 of ERISA bedeemed to be) an “employer” as defined in Section 3 (5) of ERISA.

“**Environmental Claim**”means any claim, proceeding or investigation by any person in respect of any EnvironmentalLaw.

“**Environmental Law**” meansany applicable law in any jurisdiction in which any member of the Groupconducts business which relates to the pollution or protection of theenvironment or harm to or the protection of human health or the health ofanimals or plants, including, without limitation, the National EnvironmentalPolicy Act (42 U.S.C. §4321 et seq.), the Comprehensive Environmental Response,Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), as amended bythe Superfund Amendments and Reauthorization Act of 1986, the ResourceConservation and Recovery Act (42 U.S.C. §6901 et seq.), as amended by theHazardous and Solid Waste Amendments of 1984, the Hazardous Materials TransportAct (49 U.S.C. §1801 et seq.), the Toxic Substances Control Act (15 U.S.C.§2601 et seq.), the Clean Water Act (33 U.S.C. §1321 et seq.), the Clean AirAct (42 U.S.C. §7401 et seq.), the Occupational Safety and

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Health Act (29 U.S.C. §651 et seq.), the Federal Water PollutionControl Act (33 U.S.C. §1251 et seq.), the Safe Drinking Water Act (42 U.S.C.§3808 et seq.), and any similar federal, state or local laws, ordinances orregulations implementing such laws.

“**Environmental Permit**s”means any permit, licence, consent, approval and other authorisation and thefiling of any notification, report or assessment required under anyEnvironmental Law for the operation of the business of any member of the Groupconducted on or from the properties owned or used by the relevant member of theGroup.

“**ERISA**” means, at anydate, the United States Employee Retirement Income Security Act of 1974 (or anysuccessor legislation thereto) as amended from time to time, and theregulations promulgated and rulings issued thereunder, all as the same may bein effect at such date.

“**ERISA Affiliate**” meansany person that for purposes of Title I and Title IV of ERISA and Section 412of the Code would be deemed at any relevant time to be a single employer with aU.S. Group Company, pursuant to Section 414 (b), (c), (m) or (o) ofthe Code or Section 4001 of ERISA.

“**ERISA Event**” means withinthe past six years: (i) any reportable event, as defined in Section 4043of ERISA, with respect to an Employee Plan, as to which PBGC has not byregulation waived the requirement of Section 4043 (a) of ERISA thatit be notified of such event; (ii) the filing of a notice of intent toterminate any Employee Plan, if such termination would require materialadditional contributions in order to be considered a standard terminationwithin the meaning of Section 4041 (b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan or thetermination of any Employee Plan under Section 4041 (c) of ERISA; (iii) theinstitution of proceedings under Section 4042 of ERISA by the PBGC for thetermination of, or the appointment of a trustee to administer, any EmployeePlan; (iv) the failure to make a required contribution to any EmployeePlan that would result in the imposition of an encumbrance under Section 412of the Code or Section 302 of ERISA or the filing of any request for aminimum funding waiver under Section 412 of the Code with respect to anyEmployee Plan or to its knowledge a Multiemployer Plan; (v) an engagementin a non-exempt prohibited transaction within the meaning of Section 4975of the Code or Section 406 of ERISA that would have a Material AdverseEffect; (vi) the complete or partial withdrawal of any U.S. Group Companyor any ERISA Affiliate from a Multiemployer Plan; and (vii) an Obligor oran ERISA Affiliate incurring any liability under Title IV of ERISA with respectto any Employee Plan (other than premiums due and not delinquent under Section 4007of ERISA) that would have a Material Adverse Effect.

“**EURIBOR**”means, in relation to any Loan in euro:

#### (a)                                  theapplicable Screen Rate; or

#### (b)                                 (ifno Screen Rate is available for the Interest Period of that Loan) thearithmetic mean of the rates (rounded upwards to four decimal places) assupplied to the Italian Agent at its request quoted by the Reference Banks toleading banks in the European interbank market;

as of the Specified Time on the Quotation Day for the offering ofdeposits in euro for a period comparable to the Interest Period of the relevantLoan.

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“**Event of Default**” meansany event or circumstance specified as such in Clause 23 (*Events of Default*).

“**Existing Indebtedness**”means the financial indebtedness of the Italian Borrower set out in Schedule 11(*Existing Indebtedness)*, whichshall be refinanced in part with the amounts borrowed under Facility A.

“**Facility**” means FacilityA, Facility B or Facility C.

“**Facility A**” means theterm loan facility made available under this Agreement as described in Clause 2(*The Facilities*).

“**Facility A Commitment**” means:

#### (a)                                  inrelation to a Lender, the amount in euro set opposite its name under theheading “Facility A Commitment” in Part II of Schedule 1 (*The Parties*) and the amount of any otherFacility A Commitment transferred to it under this Agreement; and

#### (b)                                 inrelation to any other Lender, the amount in euro of any Facility A Commitmenttransferred to it under this Agreement,

to the extent not cancelled, reduced (other than, forthe avoidance of doubt, by way of Utilisation) or transferred by it under thisAgreement.

“**Facility A Lender**” means:

#### (a)                                  aLender listed in Part II of Schedule 1 (*TheParties*); and

#### (b)                                 anybank or financial institution which has become a Lender under Facility A inaccordance with Clause 24 (*Changes to theLenders*).

“**Facility A Loan**” means aloan made or to be made under Facility A or the principal amount outstandingfor the time being of that loan.

“**Facility A Repayment Date**”means each of the dates specified in Clause 7.1 (*Repayment of Facility A Loans*) as Facility A RepaymentDates, but if any such date is not a Business Day, then that Facility ARepayment Date shall be deemed to be the immediately succeeding Business Day.

“**Facility B**” means theterm loan facility made available under this Agreement as described in Clause 2(*The Facilities*).

“**Facility B Commitment**” means:

#### (a)                                  inrelation to a Lender, the amount in US$ set opposite its name under the heading“Facility B Commitment” in Part III of Schedule 1 (*The Parties*) and the amount of any otherFacility B Commitment transferred to it under this Agreement; and

#### (b)                                 inrelation to any other Lender, the amount in US$ of any Facility B Commitmenttransferred to it under this Agreement, to the extent not cancelled, reduced(other than, for the avoidance of doubt, by way of Utilisation) or transferredby it under this Agreement.

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####  

“**Facility B Lender**”means:

#### (a)                                  aLender listed in Part III of Schedule 1 (*TheParties*); and

#### (b)                                 anybank or financial institution which has become a Lender under Facility B inaccordance with Clause 24 (*Changes to theLenders*).

“**Facility B Loan**” means aloan made or to be made under Facility B or the principal amount outstandingfor the time being of that loan.

“**Facility C**” means therevolving loan facility made available under this Agreement as described inClause 2 (*The Facilities*).

“**Facility C Commitment**” means:

#### (a)                                  inrelation to a Lender, the amount in the Base Currency set opposite its name(and, as the case may be the name of its branch) under the heading “Facility CCommitment” in Part IV of Schedule 1 (*TheParties*) and the amount of any other Facility C Commitmenttransferred to it under this Agreement; and

#### (b)                                 inrelation to any other Lender, the amount in the Base Currency of any Facility CCommitment transferred to it under this Agreement.

to the extent not cancelled, reduced (other than, forthe avoidance of doubt, by way of Utilisation) or transferred by it under thisAgreement.

**“Facility C Lender**” means:

#### (a)                                  aLender listed in Part IV of Schedule 1 (*TheParties*); and

#### (b)                                 anybank or financial institution which has become a Lender under Facility C inaccordance with Clause 24 (*Changes to theLenders*).

“**Facility C Loan**” means aloan made or to be made under Facility C or the principal amount outstandingfor the time being of that loan.

“**Facility Fee Letter**”means the facility fee letter dated on or about the date of this Agreementbetween the Mandated Lead Arranger, the Italian Borrower and the US Borrowersetting out any of the fees referred to in Clause 12 (*Fees*).

“**Facility Office**” means

#### (a)                                  inrelation to an existing Lender, the office or offices notified by that Lenderto the Agent in writing by not less than five Business Days` notice as theoffice or offices through which it will perform its obligations under thisAgreement; and

#### (b)                                 inrelation to a New Lender (as defined in Clause 24.1 (*Assignments and transfers by the Lenders*)), the office oroffices notified by the New Lender to the Agent in the Transfer Certificatecompleted pursuant to Clause 24.5 (*Procedurefor Transfer*) as the office or offices through which it will performits obligations under this Agreement.

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####  

“**FAS95**” means FinancialAccounting Standards (FAS) Statement of Standard No. 95 “Statement ofCashflows” as amended by other GAAP standards.

“**Finance Document**” meansthis Agreement, the Facility Fee Letter, the Agency Fee Letters and any otherdocument designated as such by the Agent and the Italian Borrower.

“**Finance Lease Deb**t” meansany Financial Indebtedness falling within paragraph (d) of the definitionof Financial Indebtedness.

“**Finance Party**” means anyof the Agents, the Mandated Lead Arranger or a Lender.

“**Financial Indebtedness**” means anyindebtedness for or in respect of:

#### (a)                                  moneysborrowed (excluding, for the avoidance of doubt, any unutilised commitment ofwhatsoever nature in respect of moneys to be borrowed);

#### (b)                                 anyamount raised by acceptance under any acceptance credit facility ordematerialised equivalent;

#### (c)                                  anyamount raised pursuant to any note purchase facility or the issue of bonds,notes, debentures, loan stock or any similar instrument;

#### (d)                                 theamount of any liability in respect of any lease or hire purchase contract whichwould, in accordance with GAAP, be treated as a finance or capital lease;

#### (e)                                  receivablessold or discounted (other than any receivables to the extent they are sold on anon-recourse basis);

#### (f)                                    anyamount raised under any other transaction (including any forward sale orpurchase agreement) having the commercial effect of a borrowing;

#### (g)                                 anyderivative transaction entered into in connection with protection against orbenefit from fluctuation in any rate or price (and, when calculating the valueof any derivative transaction, only the marked to market value shall be takeninto account) only to the extent such derivative transactions are recorded inthe balance sheet of any member of the Group in accordance with GAAP;

#### (h)                                 anycounter-indemnity obligation in respect of a guarantee, indemnity, bond,standby or documentary letter of credit or any other instrument issued by abank or financial institution;

#### (i)                                     anyamount raised by the issue of redeemable shares;

#### (j)                                     anyamount of any liability under an advance or deferred purchase agreement if oneof the primary reasons behind the entry into this agreement is to raisefinance; and

#### (k)                                  (withoutdouble counting) the amount of any liability in respect of any guarantee orindemnity for any of the items referred to in paragraphs (a) to (j) above.

“**GAAP**” means, (in the caseof the Borrowers) US GAAP or any other generally accepted accounting principlesas in effect from time to time in the United States of America including theInternational Accounting Standards and IFRS or (in the case of LuxotticaS.r.l.) Italian GAAP or

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any other generally accepted accounting principles as in effect fromtime to time in the Republic of Italy including the International AccountingStandards and IFRS.

“**Guarantor**” means eachOriginal Guarantor and any Additional Guarantor.

“**Group**” means the ItalianBorrower and its Subsidiaries for the time being (and, for the avoidance ofdoubt, following the Acquisition “**Group**”shall include Target and its Subsidiaries for the time being).

“**Holding Company**” means,in relation to a company or corporation, any other company or corporation inrespect of which it is a Subsidiary.

“**Indebtedness for Borrowed Money**”means Financial Indebtedness save for any indebtedness for or in respect ofparagraphs (g), (h) and (k) of the definition of “**Financial Indebtedness**”.

“**Intellectual Property**”means all patents, trade marks, service marks, designs, models, business names,copyrights, design rights, inventions, confidential information, know-how andother intellectual property rights and interests, whether registered orunregistered, and the benefit of all licences, applications, rights to use andmonies deriving from any such intellectual property now or hereafter belongingto any member of the Group.

“**Interest Period**” means,in relation to a Loan, each period determined in accordance with Clause 10 (*Interest Periods*) and, in relation to anUnpaid Sum, each period determined in accordance with Clause 9.3 (*Default interest*).

“**IRS**” means the UnitedStates Internal Revenue Service or any successor thereto.

“**Italian Civil Code**” meansthe Civil Code enacted by Royal Decree No. 262 of 6 March 1942, as infull force and effect at any relevant time in the Republic of Italy.

“**Italian GAAP**” meansgenerally accepted accounting principles in Italy.

“**Italian Obligor**” meansLuxottica Group S.p.A. or Luxottica S.r.l.

“**Lender**” means a FacilityA Lender, a Facility B Lender or a Facility C Lender which in each case has notceased to be a Party in accordance with the terms of this Agreement.

“**LIBOR**” means, in relationto any Loan in US$:

#### (a)                                  theapplicable Screen Rate; or

#### (b)                                 (ifno Screen Rate is available for the currency or Interest Period of that Loan)the arithmetic mean of the rates (rounded upwards to four decimal places) assupplied to the Agent at its request quoted by the Reference Banks to leadingbanks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering ofdeposits in US$ and for a period comparable to the Interest Period for thatLoan.

“**LMA**” means the LoanMarket Association.

“**Loan**” means a Facility ALoan, a Facility B Loan or a Facility C Loan.

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“**Majority Lenders”** means:

#### (a)                                  ifthere are no Loans then outstanding, a Lender or Lenders whose Commitmentsaggregate more than 66 and 2/3 per cent. of the Total Commitments (or, if theTotal Commitments have been reduced to zero, aggregated more than 66 and 2/3per cent. of the Total Commitments immediately prior to the redaction); or

#### (b)                                 atany other time, a Lender or Lenders whose participations in the Loans thenoutstanding aggregate more than 66 and 2/3 per cent. of all the Loans thenoutstanding.

“**Mandatory Cost**” means thepercentage rate per annum calculated by the Agent, in accordance with Schedule4 (*Mandatory Cost formulae*).

“**Margin**” means:

#### (a)                                  0.50per cent. per annum from the date hereof subject to paragraph (b) below;

#### (b)                                 ifthe ratio of Consolidated Total Net Debt to Consolidated EBITDA, as set out atany time other than during the Relevant Pro-Forma Period in the ConsolidatedFinancial Statements or in the Consolidated Quarterly Financial Statements (asthe case may be) or during the Pro-Forma Relevant Period as set out in theConsolidated Pro-Forma Financial Statements or in the Consolidated QuarterlyPro-Forma Financial Statements (as the case may be), in each case, mostrecently delivered in accordance with Clause 20.1 (*Financial Statements*) of this Agreement (including for theavoidance of doubt the Consolidated Quarterly Financial Statements for thequarter ending 31 March 2004), is within the range set out below,then the Margin shall be the percentage per annum set out opposite such range inthe margin grid table below:

|            | Margin Grid Table                                                                    |
|------------|--------------------------------------------------------------------------------------|
| ** ** | **   Ratio of Consolidated Net Debt to     Consolidated EBITDA** | **(per cent. per annum)** |
|       |    Equal to  or greater than 3.0x                                          | 0.40 |
|       |    Equal to  or greater than 2.5x but lower than 3.0x                      | 0.35 |
|       |    Equal to  or greater than 2.0x but lower than 2.5x                      | 0.30 |
|       |    Equal to  or greater than 1.5x but lower than 2.0x                      | 0.25 |
|       |    Lower  than 1.5x                                                        | 0.20 |

####  

#### (and any reduction or increase in the Marginpursuant to this paragraph (b) shall take effect in relation to any Loan,5 Business Days after receipt by the Italian Agent of the ComplianceCertificate in respect of such financial statements pursuant to Clause 20.2 (*Compliance Certificate*));

#### (c)                                  ifat any time an Event of Default has occurred and is continuing the Margin shallbe 0.40 per cent. per annum;

#### (d)                                 thechange to the Margin set out in paragraph (c) above shall apply from andincluding the date on which an Event of Default has occurred or come intoexistence until but excluding the date on which such Event of Default is nolonger continuing.

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####  

“**Material Adverse Effect**” means a materialadverse effect on:

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

#### (b)                                 theability of an Obligor to perform its payment obligations under the FinanceDocuments; or

#### (c)                                  thevalidity or enforceability of the Finance Documents or the rights or remediesof any Finance Party under the Finance Documents.

“**Material Subsidiary”**means, at any time, a Subsidiary of the Italian Borrower whose total assets orturnover (excluding intra-Group items) then equal or exceed five per cent. (5%)of the Consolidated Total Assets or turnover of the Group. For this purpose:

#### (a)                                  thetotal assets or turnover of a Subsidiary of the Italian Borrower will bedetermined from its financial statements (consolidated if it has subsidiaries)upon which the latest audited financial statements of the Group have beenbased;

#### (b)                                 ifa Subsidiary of the Italian Borrower becomes a member of the Group after thedate on which the latest Consolidated Financial Statements or the ConsolidatedQuarterly Financial Statements (as the case may be) of the Group have beenprepared, the total assets or turnover of that Subsidiary will be determinedfrom its latest financial statements;

#### (c)                                  theConsolidated Total Assets or turnover of the Group will be determined from thelatest Consolidated Financial Statements or Consolidated Quarterly FinancialStatements (as the case may be), adjusted on any Quarter Date (whereappropriate) to reflect the total assets or turnover of any company or businesssubsequently acquired or disposed of; and

#### (d)                                 ifa Material Subsidiary disposes of all or substantially all of its assets toanother Subsidiary of the Italian Borrower, it will immediately cease to be aMaterial Subsidiary and the other Subsidiary (if it is not already) willimmediately become a Material Subsidiary; the subsequent financial statementsof those Subsidiaries and the Group will be used to determine whether thoseSubsidiaries are Material Subsidiaries or not.

If there is a dispute as to whether or not a company is a MaterialSubsidiary, a certificate of the auditors of the Italian Borrower will be, inthe absence of manifest error, conclusive.

“**Month**” means a periodstarting on one day in a calendar month and ending on the numericallycorresponding day in the next calendar month, except that:

#### (a)                                  ifthe numerically corresponding day is not a Business Day, that period shall endon the next Business Day in that calendar month in which that period is to endif there is one, or if there is not, on the immediately preceding Business Day;

#### (b)                                 ifthere is no numerically corresponding day in the calendar month in which thatperiod is to end, that period shall end on the last Business Day in thatcalendar month.

The above rules will only apply to the last Month of any period.

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“**Multiemployer Plan**” meansa “**multiemployer plan**” (as definedin Section (3) (37) of ERISA) contributed to for any employees of aU.S. Group Company or any ERISA Affiliate.

“**Obligor**” means a Borroweror a Guarantor.

“**Optional Currency**” means,in relation to Facility C only and subject to Clause 4.3 (*Conditions relating to the Optional Currency*),US$.

“**Original Financial Statements**”means:

#### (a)                                  inrelation to the Italian Borrower, the audited Consolidated Financial Statementsfor its financial year ended 31 December 2003;

#### (b)                                 inrelation to the US Borrower, its audited financial statements for its financialyear ended 31 December 2003; and

#### (c)                                  inrelation to Luxottica S.r.l., its financial statements for its financial yearended 31 December 2003.

“**Participating Member State**”means any member state of the European Communities that adopts or has adoptedthe euro as its lawful currency in accordance with legislation of the EuropeanCommunity relating to Economic and Monetary Union.

“**Party**” means a party tothis Agreement.

“**PBGC**” means the U.S.Pension Benefit Guaranty Corporation, or any entity succeeding to all or any ofits functions under ERISA.

“**Permitted Security**” meansany of the Security listed in paragraph (c)(i) to (vii) of Clause22.3 (*Negative Pledge*).

“**Pro-Forma Relevant Period**”means the period from the date the Acquisition is completed and ending on theBusiness Day immediately preceding the Quarter Date falling not less than twelveMonths after the date on which the Acquisition is completed.

“**Qualifying Lende**r” means:

#### (a)                                  inrelation to Facility A and Facility C (with respect to Loans made or to be madeto the Italian Borrower), a bank or financial institution which, at the date ofthis Agreement or, in the case of an assignee or transferee under Clause 24 (*Changes to the Lenders*), at the date ofsuch assignment or (as the case may be) at the date of the relevant TransferCertificate:

##### (i)                                     (A) isentitled to receive all payments under this Agreement free of any withholdingtax on account of income tax in Italy; and

##### (B) isacting through a Facility Office in Italy; or

##### (ii)                                  isincorporated or resident in a country which has a double taxation treaty withItaly pursuant to which no withholding on account of income tax is required tobe made on any payments under this Agreement with respect to Facility A andFacility C.

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#####  

#### (b)                                 inrelation to Facility B and Facility C (with respect to Loans made or to be madeto the US Borrower), a bank or financial institution which, at the date of thisAgreement or, in the case of assignee or transferee under Clause 24 (*Changes to the Lenders*), at the date ofsuch assignment or (as the case may be) at the date of the relevant TransferCertificate:

|   | (i)    | is entitled to receive all payments under this  Agreement free of any withholding tax on account of income tax in the United  States of America; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (ii)   | is resident (as such term is defined in the appropriate  convention (a “**Double Taxation Treaty**”)  between the government of the United States of America and any other  government for the avoidance of double taxation and prevention of fiscal  evasion with respect to taxes on income and capital gains in a country with  which the United States of America has an appropriate Double Taxation Treaty  giving residents in that country full exemption from income tax on interest  in the United States of America, is eligible for full exemption from income  tax on all payments received or to be received under this Agreement under  such double taxation treaty and participating through a Facility Office that  entitles it to receive all payments under this Agreement free of any  withholding tax on account of income tax in the United States of America; and                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (iii)  | has delivered to the Obligor (a) two original  copies of the United States Internal Revenue Service Form  W-8BEN (or any successor form) certifying that it is a resident of a  foreign country with which the United States has an income tax treaty and  that it is entitled to exemption from United States withholding tax with  respect to all payments to be made to the Lender under the Finance Documents  under such treaty, (b) two original copies of the United States Internal  Revenue Service Form W-8ECI (or any successor form) certifying  that the payments made pursuant to the Finance Documents are effectively  connected with the conduct by the Lender of a trade or business within the  United States, (c) two original copies of the United States Internal  Revenue Service Form W-9 (or any successor form) certifying that  the Lender is a United States person for United States federal income tax  purposes or, (d) any other applicable form prescribed by the Internal  Revenue Service certifying as to the Lender’s entitlement to exemption from  United States withholding tax with respect to all payments to be made to the  Lender under the Finance Documents. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

“**Qualifying Shareholder**”means:

#### (a)                                  LeonardoDel Vecchio and any person with whom he is connected (as that term is definedin Sections 839 (2), (6) and (7) of the Income and Corporation TaxesAct 1988 of England and Wales) (together a “**QualifyingShareholder**”);

#### (b)                                 anycompany controlled by a Qualifying Shareholder; or

#### (c)                                  anytrust or other similar entity in which a Qualifying Shareholder whether aloneor together with one or more other Qualifying Shareholders has all orsubstantially all of the beneficial interests.

“**Quarter Date**” means each31 March, 30 June, 30 September and 31 December.

“**Quotation Day**” means, inrelation to any period for which an interest rate is to be determined:

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#### (a)                                  (ifthe currency is euro) two TARGET Days before the first day of that periodunless market practice differs in the Relevant Interbank Market, in which casethe Quotation Day will be determined by the Italian Agent in accordance withmarket practice in the Relevant Interbank Market (and if quotations wouldnormally be given by leading banks in the European interbank market on morethan one day, the Quotation Day will be the last of those days); or

#### (b)                                 (ifthe currency is US$) two Business Days (with respect to London and New York)before the first day of that period unless market practice differs in theRelevant Interbank Market, in which case the Quotation Day will be determinedby the US Agent in accordance with market practice in the Relevant InterbankMarket (and if quotations would normally be given by leading banks in theRelevant Interbank Market on more than one day, the Quotation Day will be thelast of those days).

“**Reference Banks**” means,in relation to LIBOR the principal London offices of ABN AMRO, Banca IntesaS.p.A. and Citibank, N.A. and, in relation to EURIBOR, the principal office inMilan of ABN AMRO, Banca Intesa S.p.A. and Citibank, N.A. or such other banksas may be appointed by the Italian Agent in consultation with the ItalianBorrower.

“**Relevant Interbank Market**”means in relation to euro, the European interbank market, and, in relation toUS$, the London interbank market.

“**Relevant Period**” meanseach period of twelve months ending on the last day of the Italian Borrower’sfinancial year and each period of twelve months ending on the last day of eachquarter of the Italian Borrower’s financial year.

“**Repayment Instalment**”means each instalment for repayment of the Facility A Loans referred to inClause 7.1 (*Repayment of Facility A Loans*).

“**Repeating Representations**”means each of the representations set out in Clauses 19.1 (*Status*) to 19.6 (*Governing law and enforcement*) and Clause19.9 (*No Default*) to Clause 19.21(*ERISA and Multiemployer Plans*)other than sub-clause (b) of Clause 19.9 (*NoDefault*), Clause 19.10 (*Nomisleading information*) and sub-clause (c) of Clause 19.11 (*Financial Statements*).

“**Rollover Loan**” means one or more Facility CLoans:

#### (a)                                  madeor to be made on the same day that a maturing Facility C Loan is due to berepaid;

#### (b)                                 theaggregate amount of which is equal to or less than the maturing Facility C Loan(or to the extent such Loan is denominated in an Optional Currency, theaggregate Base Currency Amount of such Loan is equal to or less than theOptional Currency Amount outstanding as calculated at the Agent’s Spot Rate ofExchange applicable to the relevant Utilisation Request);

#### (c)                                  inthe same currency as the maturing Facility C Loan (unless it arose as a resultof the operation of Clause 6 (*Unavailabilityof currency*)); and

#### (d)                                 madeor to be made to the same Borrower for the purpose of refinancing a maturingFacility C Loan.

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####  

“**Screen Rate**” means:

#### (a)                                  inrelation to EURIBOR, the percentage rate per annum determined by the BankingFederation of the European Union for the relevant period; and

#### (b)                                 inrelation to LIBOR, the British Bankers’ Association Interest Settlement Ratefor the relevant currency and period; and

in each case displayed on the appropriate page of the Teleratescreen. If the agreed page is replaced or service ceases to be available,the Agent may specify another page or service displaying the appropriaterate after consultation with the Italian Borrower and the Lenders.

“**Security**” means amortgage, charge, pledge, lien or other security interest securing anyobligation of any person or any other agreement or arrangement having a similareffect.

“**Selection Notice**” means anotice substantially in the form set out in Part II of Schedule 3 (*Requests*) given in accordance with Clause10 (*Interest Periods*) in relationto Facility A or, as the case may be, Facility B.

“**Specified Time**” means atime determined in accordance with Schedule 9 (*Timetables*).

“**SPV”** means ColoradoAcquisition Corp., a company incorporated under the laws of Delaware whoseshare capital is 100 per cent. owned and controlled, directly or indirectly bythe US Borrower.

“**Subsidiary**” means in relation to anycompany or corporation, a company or corporation:

#### (a)                                  whichis controlled, directly or indirectly, by the first mentioned company orcorporation;

#### (b)                                 morethan half the issued share capital of which is beneficially owned, directly orindirectly by the first mentioned company or corporation; or

#### (c)                                  whichis a Subsidiary of another Subsidiary of the first mentioned company orcorporation,

and for this purpose, a company or corporation shall be treated asbeing controlled by another if that other company or corporation is able todirect its affairs and/or to control the composition of its board of directorsor equivalent body.

“**Target**” means ColeNational Corporation, a company incorporated under the laws of Delaware, UnitedStates of America.

“**TARGET**” meansTrans-European Automated Real-time Gross Settlement Express Transfer paymentsystem.

“**TARGET Day**” means any dayon which TARGET is open for the settlement of payments in euro.

“**Tax**” means any tax, levy,impost, duty or other charge or withholding of a similar nature (including anypenalty or interest payable in connection with any failure to pay or any delayin paying any of the same).

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“**Termination Date**” means: (i) foreach Lender in respect of Facility A, the date falling 5 years from the date ofthis Agreement; and (ii) for each Lender in respect of Facility B andFacility C, the date falling 5 years from the Amendment and Restatement Datesubject to Clause 7.4 (*Extension ofTermination Date*), provided that if such day is not a Business Day,it shall be the immediately preceding Business Day.

“**Total Commitments**” meansthe aggregate of the Total Facility A Commitments, the Total Facility BCommitments and the Total Facility C Commitments, being €1,130,000,000 andUS$325,000,000 at the date of this Agreement.

“**Total Consideration**”means the purchase price of Target payable pursuant to the AcquisitionDocuments.

“**Total Facility A Commitments**”means the aggregate of the Facility A Commitments, being €405,000,000 at thedate of this Agreement.

“**Total Facility B Commitments**”means the aggregate of the Facility B Commitments, being US$325,000,000 at thedate of this Agreement.

“**Total Facility C Commitments**”means the aggregate of the Facility C Commitments being €725,000,000 at thedate of this Agreement.

“**Transfer Certificate**”means a certificate substantially in the form set out in Schedule 5 (*Form of Transfer Certificate*) or anyother form agreed between the Agent and the Italian Borrower.

“**Transfer Date**” means, inrelation to a transfer, the later of:

#### (a)                                  theproposed Transfer Date specified in the Transfer Certificate; and

#### (b)                                 thedate on which the Agent executes the Transfer Certificate.

“**Unfunded Pension Liability**”means the excess of an Employee Plan’s benefit liabilities under Section 4001(a) (16) of ERISA, over the current value of that plan’s assets,determined in accordance with the assumptions used for funding the EmployeePlan pursuant to Section 412 of the Code for the applicable plan year.

“**Unpaid Sum**” means any sumdue and payable but unpaid by an Obligor under the Finance Documents.

“**US GAAP**” means generallyaccepted accounting principles in the United States of America.

“**U.S. Group Company**” meansany member of the Group incorporated in any State of the United States ofAmerica.

“**Utilisation**” means autilisation of a Facility.

“**Utilisation Date**” meansthe date of a Utilisation, being the date on which the relevant Loan is to bemade.

“**Utilisation Request**”means a notice substantially in the form set out in Part I of Schedule 3 (*Requests*).

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“**VAT**” means value addedtax as provided for in the Value Added Tax Act 1994 and any other tax of asimilar nature.

### 1.2.**                              Construction**

#### (a)                                  Unlessa contrary indication appears any reference in this Agreement to:

##### (i)                                     the“**Agent**” shall be construed as areference to (in relation to Facility A and Facility C (in so far as thecurrency specified in any Facility C Utilisation Request is the Base Currency)the Italian Agent and (in relation to Facility B and in relation to Facility C(in so far as the currency specified in any Facility C Utilisation Request isthe Optional Currency)) the US Agent;

##### (ii)                                  the“**Agent**”, the “**MandatedLead Arranger**”, any “**Finance Party**”,any “**Lender**”, any “**Obligor**”or any “**Party**” shall be construed so as toinclude its successors in title, permitted assigns and permitted transferees;

##### (iii)                               the“**Borrower**” shall be construed as areference to (in relation to Facility A and Facility C) the Italian Borrowerand (in relation to Facility B and Facility C) the US Borrower;

##### (iv)                              “**assets**” includes present and future properties, revenues andrights of every description;

##### (v)                                 a“**Finance Document**” or any otheragreement or instrument is a reference to that Finance Document or otheragreement or instrument as amended or novated;

##### (vi)                              “**indebtedness**” includes any obligation (whether incurred asprincipal or as surety) for the payment or repayment of money, whether presentor future, actual or contingent;

##### (vii)                           a “**person**” includes any person, firm, company, corporation,government, state or agency of a state or any association, trust or partnership(whether or not having separate legal personality) of two or more of theforegoing;

##### (viii)                        a “**regulation**” includes any regulation, rule, officialdirective, request or guideline (whether or not having the force of law) of anygovernmental, intergovernmental or supranational body, agency, department orregulatory, self-regulatory or other authority or organisation;

##### (ix)                                aprovision of law is a reference to that provision as amended or reenacted;

##### (x)                                   atime of day is a reference to Milan time; and

##### (xi)                                “thedate hereof” or “the date of this Agreement” shall be construed as a referenceto 3 June 2004.

#### (b)                                 Section,Clause and Schedule headings are for ease of reference only.

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####  

#### (c)                                  Unlessa contrary indication appears, a term used in any other Finance Document or inany notice given under or in connection with any Finance Document has the samemeaning in that Finance Document or notice as in this Agreement.

#### (d)                                 ADefault (other than an Event of Default) is “continuing” if it has not beenremedied or waived and an Event of Default is continuing if it has not beenwaived.

### 1.3.**                              CurrencySymbols and Definitions**

“**US$**” and “**USD**” denote lawful currency of the UnitedStates of America and “**EM**”, “**€**” and “**euro**”means the single currency unit of the Participating Member States.

### 1.4.**                              Thirdparty rights**

#### (a)                                  Unlessexpressly provided to the contrary in a Finance Document, a person who is not aParty has no right under the Contracts (*Rightsof Third Parties*) Act 1999 to enforce or to enjoy the benefit of anyterm of this Agreement.

#### (b)                                 Notwithstandingany term of any Finance Document, the consent of any person who is not a Partyis not required to rescind or vary this Agreement at any time.

# **SECTION 2THE FACILITIES**

## 2.**                                       THEFACILITIES**

### 2.1.**                              TheFacilities**

Subject to the terms of this Agreement:

#### (a)                                  theFacility A Lenders make available to the Italian Borrower a euro term loanfacility in an aggregate amount equal to the Total Facility A Commitments;

#### (b)                                 theFacility B Lenders make available to the US Borrower a USD term loan facilityin an aggregate amount equal to the Total Facility B Commitments; and

#### (c)                                  theFacility C Lenders make available to the Borrowers a euro and USD multicurrencyrevolving loan facility in an aggregate amount equal to the Total Facility CCommitments.

### 2.2.**                              FinanceParties’ rights and obligations**

#### (a)                                  Theobligations of each Finance Party under the Finance Documents are several.Failure by a Finance Party to perform its obligations under the FinanceDocuments does not affect the obligations of any other Party under the FinanceDocuments. No Finance Party is responsible for the obligations of any otherFinance Party under the Finance Documents.

#### (b)                                 Therights of each Finance Party under or in connection with the Finance Documentsare separate and independent rights and any debt arising under the FinanceDocuments to a Finance Party from an Obligor shall be a separate andindependent debt.

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####  

#### (c)                                  AFinance Party may, except as otherwise stated in the Finance Documents,separately enforce its rights under the Finance Documents.

## 3.**                                       PURPOSE**

### 3.1.**                              Purpose**

#### (a)                                  TheItalian Borrower shall apply all amounts borrowed by it under Facility Atowards funding general corporate purposes including towards refinancing theExisting Indebtedness as and when it falls due and payable;

#### (b)                                 TheUS Borrower shall apply all amounts borrowed by it under Facility B towardsfunding directly or indirectly the Total Consideration and any relatedtransaction fees and costs;

#### (c)                                  EachBorrower shall apply all amounts borrowed by it under Facility C for thegeneral corporate purpose of the Group.

### 3.2.**                              Monitoring**

No Finance Party is bound to monitor or verify the application of anyamount borrowed pursuant to this Agreement.

## 4.**                                       CONDITIONSOF UTILISATION**

### 4.1.**                              Initialconditions precedent**

#### (a)                                  TheItalian Borrower may not deliver a Utilisation Request under Facility A and noBorrower may deliver a Utilisation Request under Facility C unless the Agenthas received all of the documents and other evidence listed in Part I ofSchedule 2 (*Conditions precedent*)in form and substance satisfactory to the Agent acting reasonably. The Agentshall notify the Borrowers and the Lenders promptly upon being so satisfied.

#### (b)                                 TheUS Borrower may not deliver a Utilisation Request under Facility B unless theUS Agent has received all of the documents and other evidence listed in Part Iand Part II of Schedule 2 (*ConditionsPrecedent*) in form and substance satisfactory to the US Agent actingreasonably. The US Agent shall notify the US Borrower and the Facility BLenders promptly upon being so satisfied.

### 4.2.**                              Furtherconditions precedent**

The Lenders will only be obliged to comply with Clause 5.4 (*Lenders’ participation*) if on the date ofthe Utilisation Request and on the proposed Utilisation Date:

#### (a)                                  inthe case of a Rollover Loan, no Event of Default is continuing or would resultfrom the proposed Loan and, in the case of any other Loan, no Default iscontinuing or would result from the proposed Loan; and

#### (b)                                 theRepeating Representations to be made by each Obligor are true in all materialrespects.

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### 4.3.                  **Conditions relating to the Optional Currency**

US$ will constitute an Optional Currency in relation to a Facility CLoan if US$ are readily available in the amount required and freely convertibleinto the Base Currency in the Relevant Interbank Market on the Quotation Dayand the Utilisation Date for that Loan.

### 4.4.                              **Maximum number of Loans**

#### (a)                                  ABorrower may not deliver a Utilisation Request if as a result of the proposedUtilisation:

##### (i)                                     3or more Facility A Loans would be outstanding; or

##### (ii)                                  3or more Facility B Loans would be outstanding; or

##### (iii)                               7or more Facility C Loans would be outstanding.

#### (b)                                 TheItalian Borrower may not request that a Facility A Loan be divided if, as aresult of the proposed division, 6 or more Facility A Loans would be outstanding.

#### (c)                                  TheUS Borrower may not request that a Facility B Loan be divided if, as a resultof the proposed division, more than 6 Facility B Loans would be outstanding.

#### (d)                                 AnyLoan made by a single Lender under Clause 6 (*Unavailabilityof currency)* shall not be taken into account in this Clause 4.4.

# **SECTION 3UTILISATION**

## 5.                                       **UTILISATION**

### 5.1.                              **Delivery of a Utilisation Request**

A Borrower may utilise a Facility by delivery to the Agent of a dulycompleted Utilisation Request not later than the Specified Time.

### 5.2.                              **Completion of a Utilisation Request**

#### (a)                                  EachUtilisation Request is irrevocable and will not be regarded as having been dulycompleted unless:

##### (i)                                     itidentifies the Facility to be utilised;

##### (ii)                                  theproposed Utilisation Date is a Business Day within the Availability Periodapplicable to that Facility;

##### (iii)                               thecurrency and amount of the Utilisation comply with Clause 5.3 (*Currency and amount*); and

##### (iv)                              theproposed Interest Period complies with Clause 10 *(InterestPeriods*).

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#### (b)                                 Onlyone Loan may be requested in each Utilisation Request.

### 5.3.                  **Currency and amount**

#### (a)                                  Thecurrency specified in a Utilisation Request must be the Base Currency or (inthe case of Facility C) the Base Currency or the Optional Currency.

#### (b)                                 Theamount of the proposed Loan must be:

##### (i)                                     inthe case of Facility A, a minimum of €25,000,000 or, if less, the AvailableFacility; or

##### (ii)                                  inthe case of Facility B a minimum of US$25,000,000 or, if less, the AvailableFacility; or

##### (iii)                               inthe case of Facility C:

###### (1)                                  ifthe currency selected is the Base Currency, a minimum of €15,000,000; or

###### (2)                                  ifthe currency selected is the Optional Currency, a minimum of US$15,000,000,

###### or if less,the Available Facility; and

##### (iv)                              inany event such that its Base Currency Amount is less than or equal to theAvailable Facility.

### 5.4.                              **Lenders’ participation**

#### (a)                                  Ifthe conditions set out in this Agreement have been met, each Lender shall makeits participation (if any) in each Loan available by the Utilisation Datethrough its Facility Office.

#### (b)                                 Theamount of each Lender’s participation in each Loan will be equal to theproportion borne by its Available Commitment in respect of the relevantFacility to the Available Facility of such Facility immediately prior to makingthe Loan.

#### (c)                                  TheUS Agent shall determine the Base Currency Amount of each Facility C Loan whichis to be made in the Optional Currency and shall notify each Facility C Lenderof the amount, and the Base Currency Amount of each Facility C Loan and theamount of its participation in that Facility C Loan, in each case by theSpecified Time.

## 6.                                       **UNAVAILABILITY OF CURRENCY**

### 6.1.                              **If beforethe Specified Time on any Quotation Day:**

#### (a)                                  aFacility C Lender notifies the US Agent that the Optional Currency (ifrequested) is not readily available to it in the amount required; or

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#### (b)                                 aFacility C Lender notifies the US Agent that compliance with its obligation toparticipate in a Facility C Loan in the Optional Currency (if requested) wouldcontravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect bythe Specified Time on that day. In this event, any Facility C Lender that givesnotice pursuant to this Clause 6 will be required to participate in the Loan inthe Base Currency (in an amount equal to that Lender’s proportion of the BaseCurrency Amount, or in respect of a Rollover Loan, an amount equal to thatLender’s proportion of the Base Currency Amount of the Rollover Loan that isdue to be made) and its participation will be treated as a separate Loandenominated in the Base Currency during that Interest Period.

# **SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION**

## 7.                                       **REPAYMENT**

### 7.1.                              Repaymentof Facility A Loans

#### (a)                                  TheItalian Borrower shall repay any Facility A Loan made to it in instalments byrepaying on each Facility A Repayment Date the portion of such Facility A Loansset out opposite each Facility A Repayment Date below:

|                       | **Facility A Repayment Date** | ** ** | ** ** | **Portion of the aggregate of the   original principal amount of the  Facility A Loans to be repaid** |
|-----------------------|-------------------------------|------------|------------|-------------------------------------------------------------------------------------------------------|
| 4 June 2007      |                          | 1/9th      |
| 3 September 2007 |                          | 1/9th      |
| 3 December 2007  |                          | 1/9th      |
| 3 March 2008     |                          | 1/9th      |
| 3 June 2008      |                          | 1/9th      |
| 3 September 2008 |                          | 1/9th      |
| 3 December 2008  |                          | 1/9th      |
| 3 March 2009     |                          | 1/9th      |
| Termination Date      |                          | 1/9th      |

 

#### (b)                                 TheItalian Borrower shall repay any other amounts outstanding under Facility A onthe Termination Date.

#### (c)                                  If,in relation to any Facility A Repayment Date, the aggregate amount of theFacility A Loans made to the Italian Borrower exceeds the Repayment Instalment tobe repaid by the Italian Borrower, the Italian Borrower may, if it gives theAgent not less than five Business Days’ prior notice, select which of thoseFacility A Loans will be wholly or partially repaid so that the RepaymentInstalment is repaid on the relevant Facility A 

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#### Repayment Datein full. The Italian Borrower may not make a selection if as a result more thanone Facility A Loan will be partially repaid.

#### (d)                                 Ifthe Italian Borrower fails to deliver a notice to the Agent in accordance withparagraph (b) above, the Agent shall select the Facility A Loans to bewholly or partially repaid.

#### (e)                                  TheItalian Borrower may not reborrow any part of Facility A which is repaid.

### 7.2.                              **Repayment of Facility B Loans**

The US Borrower shall repay any Facility B Loan made to it in full onthe Termination Date.

### 7.3.                              **Repayment of Facility C Loans**

Each Borrower which has drawn a Facility C Loan shall repay that Loanon the last day of its Interest Period.

### 7.4.                              **Extension of Termination Date**

#### (a)                                  TheItalian Borrower may request that the Termination Date for Facility B andFacility C be extended upon giving notice to the Agent no less than 45 days andno more than 60 days prior to: (i) the first anniversary (a “**First Anniversary Request**”); and (ii) the secondanniversary (a “**Second Anniversary Request**”) ofthe Amendment and Restatement Date.

#### (b)                                 Subjectto Clause 7.5 *(Extension fee*)below, following a request from the Italian Borrower pursuant to paragraph (a) above,the Termination Date for a Lender’s Facility B Commitment and, as the case maybe, Facility C Commitment shall automatically be extended upon obtaining theconsent of a Facility B Lender and, as the case may be, Facility C Lender (eacha “**Consenting Lender**”):

##### (i)                                     toa First Anniversary Request, by a period of one year (the “**FirstExtension Period**”) starting on the original Termination Date; and

##### (ii)                                  toa Second Anniversary Request, by an additional period of one year following theexpiry of the relevant First Extension Period provided that a Facility B Lenderand a Facility C Lender may not consent to a Second Anniversary Request if ithas not consented to a First Anniversary Request in respect of the relevantFacility,

in each case suchLender’s consent to have been provided no later than the date falling 30 daysprior to the first or, as applicable, second anniversary of the Amendment andRestatement Date.

#### (c)                                  Inthe event that a Facility B Lender and, as the case may be, a Facility C Lenderdoes not consent to a First Anniversary Request or, following its consent to aFirst Anniversary Request, does not consent a Second Anniversary Request, or,alternatively does not provide its consent by the date falling 30 days prior tothe first or, as applicable, the second anniversary of the Amendment andRestatement Date (each a “**Dissenting Lender**”):

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##### (i)                                     theBorrowers shall repay in full the portion of any Dissenting Lender’soutstanding Facility B Loans and, as the case may be, Facility C Loans; and

##### (ii)                                  theFacility B Available Commitment and, as the case may be, Facility C AvailableCommitment of such Dissenting Lender shall automatically be cancelled in full,

##### in relation to a First Anniversary Request,upon the original Termination Date and in relation to a Second AnniversaryRequest, upon the expiry of the First Extension Period, in each case pursuantto paragraph (b) above.

#### (d)                                 TheItalian Borrower shall only make one First Anniversary Request or, as the casemay be, one Second Anniversary Request in respect of both Facility B andFacility C and a Lender which is a Facility B Lender and a Facility C Lendermay only consent to such First Anniversary Request or, as the case may be, suchSecond Anniversary Request in respect of both Facility B and Facility C.

#### (e)                                  TheAgent shall notify the Italian Borrower in writing the names of the ConsentingLenders and/or the Dissenting Lenders, as the case may be.

### 7.5.                              **Extension fee**

#### (a)                                  Followinga Lender’s consent to the extension of the Termination Date for Facility B andFacility C pursuant to paragraph (b) of Clause 7.4 (*Extension of Termination Date*) above, theBorrowers shall pay to the Agent (for the account of such Consenting Lender) anextension fee in an aggregate amount equal to 0.025 per cent. of the portion ofsuch Lender’s Facility B Commitment and, as the case may be, Facility CCommitment for which the Lender’s Termination Date shall be extended.

#### (b)                                 Suchextension fee shall be payable in full, with respect to a First AnniversaryRequest or, as the case may be, a Second Anniversary Request the next BusinessDay following the date upon which the Agent confirms to the Italian Borrowerpursuant to Clause 7.4(e) above that consent has been obtained from allthe Consenting Lenders to such First Anniversary Request or, as the case maybe, such Second Anniversary Request and that the extension of the TerminationDate for Facility B and C has become effective with respect to each of theConsenting Lenders.

## 8.                                       **PREPAYMENT AND CANCELLATION**

### 8.1.                              **Illegality**

If, at any time, it is or it becomes unlawful in any applicablejurisdiction for a Lender to perform any of its obligations as contemplated bythis Agreement or to fund or maintain its participation in any Loan:

#### (a)                                  thatLender shall promptly notify the Agent upon becoming aware of that event;

#### (b)                                 uponthe Agent notifying the Italian Borrower, the Commitment of that Lender will beimmediately cancelled; and

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#### (c)                                  eachBorrower shall repay that Lender’s participation in the Loans made to thatBorrower on the last day of the Interest Period for each Loan occurring afterthe Agent has notified the Italian Borrower or, if earlier, the date specifiedby the Lender in the notice delivered to the Agent which shall not be earlierthan the last date as determined by applicable law or regulation for therepayment of any such Loan.

### 8.2.                              **Change of control**

#### (a)                                  If(1) any person or group of persons (acting in concert) other than aQualifying Shareholder (the “**New Shareholder(s)**”)has gained control of the Italian Borrower (a “**ControlEvent**”) or (2) circumstances exist that might reasonably giverise to the occurrence of a Control Event, the Italian Borrower shall, to theextent it can do so without breaching any applicable law or regulation orcontract and subject always to Clause 25 (*Confidentiality*),promptly notify the Agent upon becoming aware of that event.

#### (b)                                 Ifwithin 20 days of receiving the notice referred to in Sub clause (a) theMajority Lenders:

##### (i)                                     determine,acting reasonably and in good faith, that the New Shareholder(s) are of areputation that gives the Majority Lenders reason to believe that any amountsdue under the Finance Documents will not be repaid as and when they become due;and

##### (ii)                                  delivera written notice through the Italian Agent to the Italian Borrower to thiseffect,

then upon the later of (i) the receipt of the notice pursuant toparagraph (b) above and (ii) the occurrence of the Control Event theAgent shall, by not less than 45 days’ notice to the Borrowers (by means of anotice in addition to the one specified in b(ii) above), cancel the TotalCommitments and declare all outstanding Loans, together with accrued interest,and all other amounts accrued under the Finance Documents immediately due andpayable, whereupon the Total Commitments will be cancelled and all outstandingamounts will become immediately due and payable.

#### (c)                                  Forthe purposes of this Clause 8.2 “**control**” shallbe construed in accordance with the first and second paragraphs of Article 2359of the Italian Civil Code and Article 93 of Legislative Decree No. 58of 24 February 1998 (as subsequently amended or supplemented).

### 8.3.                              **Acquisition Documents**

If any party to the Acquisition Documents rescinds or repudiates any ofthose agreements or instruments in whole or in part and following suchrescission or repudiation, the consideration paid by a member of the Group forTarget is repaid to such Group member, if the Majority Lenders, actingreasonably and in good faith, confirm to the Italian Borrower in writingthrough the Italian Agent that such rescission or repudiation is likely to havea material adverse effect on the interests of the Lenders under the FinanceDocuments, then the Agent shall, by not less than 30 days’ notice to the USBorrower, require the repayment of the Facility B Loans, together with accruedinterest on Facility B on the last day of the Interest Period falling not lessthan 30 days after the receipt of such notice.

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### 8.4.                              **Voluntary cancellation**

Each Borrower may, if it gives the Agent not less than 10 Business Days’(or such shorter period as the Majority Lenders may agree) prior notice, cancelthe whole or any part (being a minimum amount of €10,000,000 with respect toFacility A or Facility C, and US$10,000,000 with respect to Facility B) of anAvailable Facility. Any cancellation under this Clause 8.4 shall reduce theCommitments of the Facility A Lenders or, as the case may be, Facility B Lendersor, as the case may be, Facility C Lenders rateably under that Facility.

### 8.5.                              **Cancellation of Facility B**

The whole of the Available Facility with respect to Facility B shallautomatically be cancelled upon receipt by the Agent of written confirmation(by way of a written notice to the Agent from a Borrower) by a Borrower that itdoes not intend to proceed with the Acquisition.

### 8.6.                              **Voluntary prepayment of Facility A Loans**

#### (a)                                  TheItalian Borrower may, if it gives the Agent not less than 10 Business Days’ (orsuch shorter period as the Majority Lenders may agree) prior notice, prepay thewhole or any part of any Facility A Loan (but, if in part, being a minimumamount of  €10,000,000).

#### (b)                                 AFacility A Loan may only be prepaid after the last day of the AvailabilityPeriod for Facility A (or, if earlier, the day on which the applicableAvailable Facility is zero).

#### (c)                                  Anyprepayment under this Clause 8.6 shall satisfy the obligations under Clause 7.1(*Repayment of Facility A Loans*)pro-rata across all Facility A repayment instalments set out at Clause 7.1 (*Repayment of Facility A Loans*).

### 8.7.                              **Voluntary Prepayment of Facility B Loans**

#### (a)                                  TheUS Borrower may, if it gives the Agent not less than 10 Business Days’ (or suchshorter period as the Majority Lenders may agree) prior notice, prepay thewhole or any part of any Facility B Loan (but if in part, being on a minimumamount of US$10,000,000).

#### (b)                                 AFacility B Loan may only be prepaid after the last day of the AvailabilityPeriod for Facility B (or, if earlier, the day on which the applicableAvailable Facility is zero).

### 8.8.                              **Voluntary Prepayment of Facility C Loans**

A Borrower to which a Facility C Loan has been made may, if it givesthe Agent not less than 10 Business Days’ (or such shorter period as the MajorityLenders may agree) prior notice, prepay the whole or any part of a Facility CLoan (but if in part, being an amount that reduces the Base Currency Amount ofthe Facility C Loan by a minimum amount of €10,000,000).

### 8.9.                              **Right of repayment and cancellation in relation to asingle Lender**

#### (a)                                  If:

##### (i)                                     anysum payable to any Lender by an Obligor is required to be increased underparagraph (c) of Clause 13.2 *(Tax gross-up*);or

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##### (ii)                                  anyLender claims indemnification from either Borrower under Clause 13.3 (*Tax indemnity*) or Clause 14.1 (*Increasedcosts*); or

##### (iii)                               anyLender notifies the Agent of its Additional Cost Rate under paragraph 3 ofSchedule 4 (*Mandatory Cost formulae)*,

the Italian Borrower may, whilst (in the case of paragraphs (i) and(ii) above) the circumstance giving rise to the requirement orindemnification continues or (in the case of paragraph (iii) above) theAdditional Cost Rate is greater than zero, give the Agent notice ofcancellation of the Commitment of that Lender and its intention to procure therepayment of that Lender’s participation in the Loans.

#### (b)                                 Onreceipt of a notice referred to in paragraph (a) above, the Commitment ofthat Lender shall immediately be reduced to zero.

#### (c)                                  Onthe last day of each Interest Period which ends after the Italian Borrower hasgiven notice under paragraph (a) above (or, if earlier, the date specifiedby the Italian Borrower in that notice), each Borrower in relation to which aLoan is outstanding shall repay that Lender’s participation in that Loan.

### 8.10.                        **Restrictions**

#### (a)                                  Anynotice of cancellation or prepayment given by any Party under this Clause 8shall be irrevocable and, unless a contrary indication appears in thisAgreement, shall specify the date or dates upon which the relevant cancellationor prepayment is to be made and the amount of that cancellation or prepayment.

#### (b)                                 Anyprepayment under this Agreement shall be made together with accrued interest onthe amount prepaid and, subject to any Break Costs (other than in the case ofprepayment under Clause 8.1 (*Illegality*)in respect of which no Break Costs shall be payable), without premium orpenalty.

#### (c)                                  NoBorrower may reborrow any part of Facility A or Facility B which is prepaid.

#### (d)                                 Unlessa contrary indication appears in this Agreement, any part of Facility C whichis prepaid may be reborrowed in accordance with the terms of this Agreement.

#### (e)                                  TheBorrowers shall not repay or prepay all or any part of the Loans or cancel allor any part of the Commitments except at the times and in the manner expresslyprovided for in this Agreement.

#### (f)                                    Noamount of the Total Commitments cancelled under this Agreement may besubsequently reinstated.

#### (g)                                 Ifan Agent receives a notice under this Clause 8 it shall promptly forward a copyof that notice to either the affected Borrower or the affected Lender, asappropriate.

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# **SECTION 5**

# **COSTS OFUTILISATION**

## 9.                                       **INTEREST**

### 9.1.                              **Calculation of interest**

The rate of interest on each Loan for each Interest Period is thepercentage rate per annum which is the aggregate of the applicable:

#### (a)                                  Margin;

#### (b)                                 inrelation to any Loan in euro, EURIBOR or, in relation to any Loan made in USD,LIBOR; and

#### (c)                                  MandatoryCost, if any.

### 9.2.                              **Payment of interest**

The Borrower to which a Loan has been made shall pay accrued intereston that Loan on the last day of each Interest Period.

### 9.3.                              **Default interest**

#### (a)                                  Ifan Obligor fails to pay any amount (other than interest) payable by it under aFinance Document on its due date, interest shall accrue on the overdue amountfrom the due date up to the date of actual payment (both before and afterjudgment) at a rate which, subject to paragraph (b) below, is one percent, per annum higher than the rate which would have been payable if theoverdue amount had, during the period of non-payment, constituted a Loan in thecurrency of the overdue amount for successive Interest Periods, each of aduration selected by the Agent (acting reasonably). Any interest accruing underthis Clause 9.3 shall be immediately payable by the Obligor on demand by anAgent.

#### (b)                                 Ifany overdue amount consists of all or part of a Loan which became due on a daywhich was not the last day of an Interest Period relating to that Loan:

##### (i)                                     thefirst Interest Period for that overdue amount shall have a duration equal tothe unexpired portion of the current Interest Period relating to that Loan; and

##### (ii)                                  therate of interest applying to the overdue amount during that first InterestPeriod shall be one per cent. per annum higher than the rate which would haveapplied if the overdue amount had not become due.

#### (c)                                  Defaultinterest (if unpaid) arising on an overdue amount will not be compounded withthe overdue amount at the end of each Interest Period and will remainimmediately due and payable.

### 9.4.                              **Notification of rates of interest**

The Agent shall promptly notify the Lenders and the relevant Borrowerof the determination of a rate of interest under this Agreement.

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## 10.                                 **INTERESTPERIODS**

### 10.1.                        **Selection of Interest Periods**

#### (a)                                  ABorrower may select an Interest Period for a Loan in the Utilisation Requestfor that Loan or (if the Loan has already been borrowed) in a Selection Notice.

#### (b)                                 EachSelection Notice for a Facility A Loan and for a Facility B Loan is irrevocableand must be delivered to the Agent by the Italian Borrower and the US Borrowerrespectively, not later than the Specified Time.

#### (c)                                  Ifa Borrower fails to deliver a Selection Notice to the Agent in accordance withparagraph (b) above, the relevant Interest Period will, subject to Clause10.2 (*Changes to Interest Periods*),be three Months.

#### (d)                                 Subjectto this Clause 10, a Borrower may select an Interest Period of one, two, threeor six Months or any other period agreed between a Borrower and the Agentacting on the instructions of all the Lenders. In addition, the Italian Borrowermay select an Interest Period of (in relation to Facility A) a period of notbeing one, two, three or six months, (but in any event not greater than sixmonths), if necessary to ensure that there are sufficient Facility A Loanswhich have an Interest Period ending on a Facility A Repayment Date for theItalian Borrower to make the Repayment Instalment due on that date.

#### (e)                                  AnInterest Period for a Loan shall not extend beyond the Termination Dateapplicable to its Facility.

#### (f)                                    EachInterest Period for a Facility A Loan or a Facility B Loan shall start on theUtilisation Date or (if already made) on the last day of the relevant precedingInterest Period.

#### (g)                                 AFacility C Loan has one Interest Period only.

### 10.2.                        **Changes to Interest Periods**

#### (a)                                  Priorto determining the interest rate for a Facility A Loan, the Agent may shortenan Interest Period for any Facility A Loan to ensure there are sufficientFacility A Loans which have an Interest Period ending on a Facility A RepaymentDate for the Italian Borrower to make the Repayment Instalment due on thatdate.

#### (b)                                 Ifthe Agent makes a change to an Interest Period referred to in paragraph (a) above,it shall promptly notify the Italian Borrower and the Lenders.

### 10.3.                        **Non-Business Days**

If an Interest Period would otherwise end on a day which is not aBusiness Day, that Interest Period will instead end on the next Business Day inthat calendar month (if there is one) or the preceding Business Day (if thereis not).

 

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### 10.4.                        **Consolidation and division of Facility A Loans and ofFacility B Loans**

#### (a)                                  Subjectto paragraph (b) below, if two or more Interest Periods:

##### (i)                                     relateto Facility A Loans; and

##### (ii)                                  endon the same date,

those Facility A Loans will, unless that Borrower specifies to thecontrary in the Selection Notice for the next Interest Period, be consolidatedinto, and treated as, a single Facility A Loan on the last day of the InterestPeriod.

#### (b)                                 Subjectto Clause 4.4 (*Maximum number of Loans*)and Clause 5.3 (*Currency and amount*),if the Italian Borrower requests in a Selection Notice that a Facility A Loanbe divided into two or more Facility A Loans, that Facility A Loan will, on thelast day of its Interest Period, be so divided in the amounts specified in thatSelection Notice, being an aggregate amount equal to the amount of the FacilityA Loan immediately before its division.

#### (c)                                  Subjectto paragraph (d) below, if two Interest Periods:

##### (i)                                     relateto Facility B Loans; and

##### (ii)                                  endon the same date,

those Facility B Loans, will, unless the US Borrower specifies to thecontrary in the Selection Notice for the next Interest Period, be consolidatedinto, and treated as, a single Facility B Loan on the last day of the InterestPeriod.

#### (d)                                 Subjectto Clause 4.4 (*Maximum number of Loans)*and Clause 5.3 (*Currency and amount*),if the US Borrower requests in a Selection Notice that a Facility B Loan bedivided into two Facility B Loans, that Facility B Loan will, on the last dayof its Interest Period, be so divided in the amounts specified in thatSelection Notice, being an aggregate amount equal to the amount of the FacilityB Loan immediately before its division.

## 11.                                 **CHANGES TOTHE CALCULATION OF INTEREST**

### 11.1.                        **Absence of quotations**

Subject to Clause 11.2 (*Market disruption*),if EURIBOR or, if applicable, LIBOR is to be determined by reference to theReference Banks but a Reference Bank does not supply a quotation by theSpecified Time on the Quotation Day, the applicable EURIBOR or LIBOR shall bedetermined on the basis of the quotations of the remaining Reference Banks.

### 11.2.                        **Market disruption**

#### (a)                                  Ifa Market Disruption Event occurs in relation to a Loan for any Interest Period,then the rate of interest on each Lender’s share of that Loan for the InterestPeriod shall be the rate per annum which is the sum of:

##### (i)                                     theMargin;

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##### (ii)                                  therate notified to the Agent by that Lender as soon as practicable and in anyevent before interest is due to be paid in respect of that Interest Period, tobe that which expresses as a percentage rate per annum the cost to that Lenderof funding its participation in that Loan from whatever source it mayreasonably select; and

##### (iii)                               theMandatory Cost, if any, applicable to that Lender’s participation in the Loan.

#### (b)                                 Inthis Agreement “**Market Disruption Event**” means:

##### (i)                                     ator about noon on the Quotation Day for the relevant Interest Period the ScreenRate is not available and none or only one of the Reference Banks supplies arate to the Agent to determine EURIBOR or, if applicable, LIBOR for therelevant currency and Interest Period; or

##### (ii)                                  beforeclose of business in Milan on the Quotation day for the relevant InterestPeriod, the Agent receives notifications from a Lender or Lenders (whoseparticipations in a Loan exceed 60 per cent. of that Loan) that the cost to itof obtaining matching deposits in the Relevant Interbank Market would be inexcess of EURIBOR or, if applicable, LIBOR.

### 11.3.                        **Alternative basis of interest or funding**

#### (a)                                  Ifa Market Disruption Event occurs and the Agent or the Italian Borrower sorequires, the Agent and the Italian Borrower shall enter into negotiations (fora period of not more than thirty days) with a view to agreeing a substitutebasis for determining the rate of interest.

#### (b)                                 Anyalternative basis agreed pursuant to paragraph (a) above shall, with theprior consent of all the Lenders and the Italian Borrower, be binding on allParties.

### 11.4.                        **Break Costs**

#### (a)                                  Subjectto Clause 8.10(b), each Borrower shall, within five Business Days of demand bya Finance Party, pay to that Finance Party its Break Costs attributable to allor any part of a Loan or Unpaid Sum being paid by that Borrower on a day otherthan the last day of an Interest Period for that Loan or Unpaid Sum.

#### (b)                                 EachLender shall, as soon as reasonably practicable after a demand by the Agent,provide a certificate confirming the amount of its Break Costs for any InterestPeriod in which they accrue.

## 12.                                 **FEES**

### 12.1.                        **Commitment fee**

#### (a)                                  TheBorrowers shall pay to the Agent (for the account of each Lender) an aggregatefee:

##### (i)                                     (fromthe date falling 60 days from the date of this Agreement) in USD computed atthe rate of 0.1 per cent. per annum on that Lender’s Available Commitment underFacility B for the Availability Period applicable to Facility B; and

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##### (ii)                                  ineuro computed at the rate of 30 per cent. per annum of the then applicableMargin on that Lender’s Available Commitment over the preceding three monthperiod under Facility C.

#### (b)                                 Theaccrued commitment fee is payable in arrears on the last day of each successiveperiod of three Months which ends during the relevant Availability Period, onthe last day of the Availability Period and, if cancelled in full, on thecancelled amount of the relevant Lender’s Commitment at the time thecancellation is effective.

### 12.2.                        **Facility fee**

The Borrowers shall pay to the Mandated Lead Arranger a facility fee inthe amount and at the times agreed in the Facility Fee Letter.

### 12.3.                        **Agency fee**

The Borrowers shall pay to the Agent (for its own account) an agencyfee in the amount and at the times agreed in the Agency Fee Letters.

# **SECTION 6ADDITIONAL PAYMENT OBLIGATIONS**

## 13.**                                 TAXGROSS-UP AND INDEMNITIES**

### 13.1.                        **Definitions**

#### (a)                                  Inthis Agreement:

“**Protected Party**” means aFinance Party which is or will be subject to any liability, or required to makeany payment, for or on account of Tax in relation to a sum received orreceivable (or any sum deemed for the purposes of Tax to be received orreceivable) under a Finance Document.

“**Tax Credit**” means acredit against, relief or remission for, or repayment of any Tax.

“**Tax Deduction**” means adeduction or withholding for or on account of Tax from a payment under aFinance Document.

“**Tax Payment**” means eitherthe increase in a payment made by an Obligor to a Finance Party under Clause13.2 (*Tax gross-up*) or a paymentunder Clause 13.3 (*Tax indemnity*).

“**Treaty Lender**” means aLender, described in paragraphs (a)(ii) and (b)(ii) of the definitionof Qualifying Lender.

#### (b)                                 Unlessa contrary indication appears, in this Clause a reference to “**determines**” or “**determined**”means a determination made in the absolute discretion of the person making thedetermination acting reasonably and in good faith.

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### 13.2.                        **Tax gross-up**

#### (a)                                  EachObligor shall make all payments to be made by it under the Agreement withoutany Tax Deduction, unless a Tax Deduction is required by law.

#### (b)                                 TheItalian Borrower shall promptly upon becoming aware that an Obligor must make aTax Deduction (or that there is any change in the rate or the basis of a TaxDeduction) notify the Agent accordingly. Similarly, a Lender shall notify theAgent on becoming so aware in respect of a payment payable to that Lender. Ifthe Agent receives such notification from a Lender it shall notify the ItalianBorrower and that Obligor.

#### (c)                                  Exceptas provided below in sub-clauses (d) and (g), if a Tax Deduction isrequired by law to be made by an Obligor or the Agent, the amount of thepayment due from that Obligor shall be increased to an amount which (aftermaking any Tax Deduction) leaves an amount equal to the payment which wouldhave been due if no Tax Deduction had been required.

#### (d)                                 AnObligor is not required to make an increased payment to a Lender underparagraph (c) above for a Tax Deduction in respect of tax imposed by theRepublic of Italy or, as the case may be, United States of America from anypayment under this Agreement, if on the date on which the payment falls due:

##### (i)                                     thepayment could have been made to the relevant Lender without a Tax Deduction ifit was a Qualifying Lender, but on that date that Lender is not or has ceasedto be a Qualifying Lender other than (a) as a result of any change afterthe date it became a Lender under this Agreement in (or in the interpretation,administration, or application) of any law, treaty, or any published practiceor concession of any relevant taxing authority; or (b) as a result of theaction or omission to act by an Obligor including but not limited to thefailure to deliver any relevant tax certificates; or

##### (ii)                                  therelevant Lender is a Treaty Lender and the Obligor making the payment is ableto demonstrate that the payment could have been made to the Lender without theTax Deduction had that Lender complied with its obligations under paragraph (h) below.

#### (e)                                  Ifan Obligor is required to make a Tax Deduction, that Obligor shall make thatTax Deduction and any payment required in connection with that Tax Deductionwithin the time allowed and in the minimum amount required by law.

#### (f)                                    Withinthirty days of making either a Tax Deduction or any payment required inconnection with that Tax Deduction, the Obligor making that Tax Deduction shalldeliver to the Agent for the Finance Party entitled to the payment evidencereasonably satisfactory to that Finance Party that the Tax Deduction has beenmade or (as applicable) any appropriate payment paid to   the relevant taxing authority.

#### (g)                                 Ifa Tax Deduction is required by law to be made by an Obligor or the Agent andsuch Tax Deduction results from a transfer by a Lender of its interest in aFacility or arises on account of Tax under legislation in force on the date ofthis Agreement and the Lender did not comply with its obligations to completeany procedural formalities necessary for that Obligor to obtain authorisationto make that payment without a Tax Deduction, an

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#### Obligor shall not be obligated to pay anyadditional amounts in respect of any such Tax Deduction pursuant to sub-clause(c).

#### (h)                                 ATreaty Lender and each Obligor which makes a payment to which that TreatyLender is entitled shall co-operate in completing any procedural formalitiesnecessary for that Obligor to obtain authorisation to make that payment withouta Tax Deduction.

#### (i)                                     EachLender confirms to the Borrower that at the date hereof it is a QualifyingLender and hereby agrees that it shall promptly notify the Obligors and therelevant Agent if at any time from the date hereof it ceases to be a QualifyingLender.

### 13.3.                        **Tax indemnity**

#### (a)                                  TheBorrowers shall (within five Business Days of demand by the Agent) pay to aProtected Party an amount equal to the loss, liability or cost which thatProtected Party determines (provided that such Protected Party provides theItalian Borrower with written evidence of the loss, liability or cost sodetermined) will be or has been (directly or indirectly) suffered for or onaccount of Tax by that Protected Party in respect of a Finance Document otherthan any such loss, liability or cost that results from a transfer by a Lenderof its interest in the Facilities or that arises on account of Tax under legislationin force on the date of this Agreement.

#### (b)                                 Paragraph(a) above shall not apply:

##### (i)                                     withrespect to any Tax assessed on a Finance Party:

###### (1)                                  underthe law of the jurisdiction in which that Finance Party is incorporated or, ifdifferent, the jurisdiction (or jurisdictions) in which that Finance Party istreated as resident for tax purposes; or

###### (2)                                  underthe law of the jurisdiction in which that Finance Party’s Facility Office islocated in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net incomereceived or receivable or attributable to an equivalent aggregate income taxbase as defined in the relevant income tax provisions (but not any sum deemedto be received or receivable including any amount treated as income but notactually received by the Finance Party, such as a Tax Deduction) by thatFinance Party; or

##### (ii)                                  tothe extent a loss, liability or cost:

###### (1)                                  iscompensated for by an increased payment under Clause 13.2 (*Tax gross-up*); or

###### (2)                                  wouldhave been compensated for by an increased payment under Clause 13.2 (*Tax gross-up*) but was not so compensatedsolely because one of the exclusions in paragraph (d) or (g) ofClause 13.2 (*Tax gross-up*)applied.

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#### (c)                                  AProtected Party making, or intending to make a claim under paragraph (a) aboveshall promptly notify the Agent of the event which will give, or has given,rise to the claim, following which the Agent shall promptly notify theBorrowers.

#### (d)                                 AProtected Party shall, on receiving a payment from an Obligor under thisClause, notify the Agent.

### 13.4.**                        Tax Credit**

If an Obligor makes a Tax Payment and the relevant Finance Partydetermines that:

#### (a)                                  aTax Credit is attributable either to an increased payment of which that TaxPayment forms part, or to that Tax Payment; and

#### (b)                                 thatFinance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that FinanceParty determines will leave it (after that payment) in the same after-Taxposition as it would have been in had the Tax Payment not been required to bemade by the Obligor.

### 13.5.                        **Stamp taxes**

The Borrowers shall pay and, within five Business Days of demand,indemnify each Finance Party against any cost, loss or liability that FinanceParty incurs in relation to all stamp duty, registration and other similarTaxes payable in respect of any Finance Document (excluding for the avoidanceof doubt, any stamp registration and other similar taxes arising or incurred inconnection with a transfer, assignment or novation of any Facility or partthereof, unless such transfer, assignment or novation is entered into at therequest of an Obligor).

### 13.6.                        **Value added tax**

#### (a)                                  Allconsideration expressed to be payable under a Finance Document by any Party toa Finance Party shall be deemed to be exclusive of any VAT. If VAT ischargeable on any supply made by any Finance Party to any Party in connectionwith a Finance Document, that Party shall pay to the Finance Party (in additionto and at the same time as paying the consideration) an amount equal to theamount of the VAT.

#### (b)                                 Wherea Finance Document requires any Party to reimburse a Finance Party for anycosts or expenses, that Party shall also at the same time pay and indemnify theFinance Party against all VAT incurred by the Finance Party in respect of thecosts or expenses to the extent that the Finance Party reasonably determinesthat it is not entitled to credit or repayment of the VAT.

## 14.                                 **INCREASEDCOSTS**

### 14.1.                        **Increased costs**

#### (a)                                  Subjectto Clause 14.3 (*Exceptions*) theBorrowers shall, within five Business Days of a demand by the Agent, pay forthe account of a Finance Party the amount of any Increased Costs incurred bythat Finance Party or any of its Affiliates as a result of (i) theintroduction of or any change in (or in the interpretation, administration orapplication of) 

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#### any law orregulation or (ii) compliance with any law or regulation made after thedate of this Agreement.

#### (b)                                 Inthis Agreement “**Increased Costs**” means:

##### (i)                                     areduction in the rate of return from the Facility or on a Finance Party (or itsAffiliate’s) overall capital;

##### (ii)                                  anadditional or increased cost; or

##### (iii)                               areduction of any amount due and payable under any Finance Document,

which is reasonably incurred or suffered anddocumented by a Finance Party or any of its Affiliates to the extent that it isattributable to that Finance Party having entered into its Commitment orfunding or performing its obligations under any Finance Document.

### 14.2.                        **Increased cost claims**

#### (a)                                  AFinance Party intending to make a claim pursuant to Clause 14.1 (*Increased costs*) shall notify the Agent ofthe event giving rise to the claim, following which the Agent shall promptlynotify the Borrowers.

#### (b)                                 EachFinance Party shall, as soon as practicable after a demand by the Agent,provide a certificate confirming the amount of its Increased Costs.

### 14.3.                        **Exceptions**

#### (a)                                  Clause14.1 *(Increased costs*) does notapply to the extent any Increased Cost is:

##### (i)                                     attributableto a Tax Deduction required by law to be made by an Obligor;

##### (ii)                                  compensatedfor under another Clause (or would have been but for an exception to thatClause);

##### (iii)                               attributableto any breach by any Finance Party or its Affiliates of any law or regulation;or

##### (iv)                              arisingfrom or as a consequence of any transfer or sub-participation of a Lender’sinterest in the Facilities.

#### (b)                                 Inthis Clause, a reference to a “**Tax Deduction”**has the same meaning given to the term in Clause 13.1 (*Definition*s).

## 15.                                 **OTHERINDEMNITIES**

### 15.1.                        **Currency indemnity**

#### (a)                                  ifany sum due from an Obligor under the Finance Documents (a “**Sum**”), or any order, judgment or award given or made inrelation to a Sum, has to be converted from the currency (the “**First Currency**”) in which that Sum is payable into anothercurrency (the “**Second Currency**”) for the purposeof:

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##### (i)                                     makingor filing a claim or proof against that Obligor; or

##### (ii)                                  obtainingor enforcing an order, judgment or award in relation to any litigation orarbitration proceedings,

that Obligor shall as an independent obligation, within five BusinessDays of demand, indemnify each Finance Party to whom that Sum is due againstany cost, loss or liability arising out of or as a result of the conversionincluding any discrepancy between (A) the rate of exchange used to convertthat Sum from the First Currency into the Second Currency and (B) the rateor rates of exchange available to that person at the time of its receipt ofthat Sum.

#### (b)                                 EachObligor waives any right it may have in any jurisdiction to pay any amountunder the Finance Documents in a currency or currency unit other than that inwhich it is expressed to be payable.

### 15.2.                        **Other indemnities**

The Borrowers shall (or shall procure that an Obligor will), withinfive Business Days of demand, indemnify each Finance Party against any cost,loss or liability incurred by that Finance Party as a result of:

#### (a)                                  theoccurrence of any Event of Default;

#### (b)                                 afailure by an Obligor to pay any amount due under a Finance Document on its duedate, including without limitation, any cost, loss or liability arising as aresult of Clause 29 (*Sharing among theFinance Parties*);

#### (c)                                  funding,or making arrangements to fund, its participation in a Loan requested by aBorrower in a Utilisation Request but not made by reason of the operation ofany one or more of the provisions of this Agreement (other than by reason ofdefault or negligence by that Finance Party alone); or

#### (d)                                 aLoan (or part of a Loan) not being prepaid in accordance with a notice ofprepayment given by a Borrower.

### 15.3.                        **Indemnity to the Agent**

The Borrowers shall promptly indemnify the Agent against any cost, lossor liability incurred by the Agent (acting reasonably) as a result of:

#### (a)                                  investigatingany event which it reasonably believes is a Default; or

#### (b)                                 actingor relying on any notice, request or instruction which it reasonably believesto be genuine, correct and appropriately authorised.

## 16.                                 **MITIGATIONBY THE LENDERS**

### 16.1.                        **Mitigation**

#### (a)                                  EachFinance Party shall, in consultation with the Italian Borrower, take allreasonable steps to mitigate any circumstances which arise and which wouldresult in any amount 

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#### becoming payable under or pursuant to, orcancelled pursuant to, any of Clause 8.1 (*Illegality*),Clause 13 (*Tax gross-up and indemnities*),Clause 14 (*Increased costs*) orparagraph 3 of Schedule 4 (*Mandatory Costformulae*) including (but not limited to) transferring its rights andobligations under the Finance Documents to another Affiliate or FacilityOffice.

#### (b)                                 Paragraph(a) above does not in any way limit the obligations of any Obligor underthe Finance Documents.

### 16.2.                        **Limitation of liability**

#### (a)                                  TheBorrowers shall indemnify each Finance Party for all costs and expensesreasonably incurred and documented by that Finance Party as a result of stepstaken by it under Clause 16.1 (*Mitigation*).

#### (b)                                 AFinance Party is not obliged to take any steps under Clause 16.1 (*Mitigation*) if, in the opinion of thatFinance Party (acting reasonably), to do so might be prejudicial to it.

## 17.                                 **COSTS ANDEXPENSES**

### 17.1.                        **Amendment costs**

If (a) an Obligor requests an amendment, waiver or consent or (b) anamendment is required pursuant to Clause 30.9 (*Changeof currency*), the Borrowers shall, within five Business Days ofdemand, reimburse the Agent for the amount of all costs and expenses (includingpre agreed legal fees) reasonably incurred and documented by the Agent inresponding to, evaluating, negotiating or complying with that request orrequirement.

### 17.2.                        **Enforcement costs**

The Borrowers shall, within five Business Days of demand, pay to eachFinance Party the amount of all costs and expenses (including legal fees andany registration taxes) incurred and documented by that Finance Party inconnection with the enforcement of, or the preservation of any rights under,any Finance Document.

# **SECTION 7GUARANTEE**

## 18.                                 **GUARANTEEAND INDEMNITY**

### 18.1.                        **Guarantee and indemnity**

Each Guarantor irrevocably and unconditionally jointly and severally:

#### (a)                                  guaranteesto each Finance Party punctual performance by each Borrower of all thatBorrower’s obligations under the Finance Documents;

#### (b)                                 undertakeswith each Finance Party that whenever a Borrower does not pay any amount whendue under or in connection with any Finance Document, that Guarantor shallwithin five Business Days of receiving a demand pay that amount as if it wasthe principal obligor; and

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#### (c)                                  indemnifieseach Finance Party within five Business Days of receiving a demand against anycost, loss or liability reasonably incurred or suffered and documented by thatFinance Party if any obligation guaranteed by it is or becomes unenforceable,invalid or illegal. The amount of the cost, loss or liability shall be equal tothe amount which that Finance Party would otherwise have been entitled torecover.

### 18.2.                        **Continuing guarantee**

This guarantee is a continuing guarantee and will extend to theultimate balance of sums payable by any Obligor under the Finance Documents,regardless of any intermediate payment or discharge in whole or in part.

### 18.3.                        **Reinstatement**

If any payment by an Obligor or any discharge given by a Finance Party(whether in respect of the obligations of any Obligor or any security for thoseobligations or otherwise) is avoided or reduced as a result of insolvency orany similar event:

#### (a)                                  theliability of each Obligor shall continue as if the payment, discharge,avoidance or reduction had not occurred; and

#### (b)                                 eachFinance Party shall be entitled to recover the value or amount of that securityor payment from each Obligor, as if the payment, discharge, avoidance orreduction had not occurred.

### 18.4.                        **Waiver of defences**

The obligations of each Guarantor under this Clause 18 will not beaffected by any act, omission, matter or thing which, but for this Clause 18,would reduce, release or prejudice any of its obligations under this Clause 18(without limitation and whether or not known to it or any Finance Party)including:

#### (a)                                  anytime, waiver or consent granted to, or composition with, any Obligor or otherperson;

#### (b)                                 therelease of any other Obligor or any other person under the terms of anycomposition or arrangement with any creditor of any member of the Group;

#### (c)                                  thetaking, variation, compromise, exchange, renewal or release of, or refusal orneglect to perfect, take up or enforce, any rights against, or security overassets of, any Obligor or other person or any non-presentation ornon-observance of any formality or other requirement in respect of anyinstrument or any failure to realise the full value of any security;

#### (d)                                 anyincapacity or lack of power, authority or legal personality of or dissolutionor change in the members or status of an Obligor or any other person;

#### (e)                                  anyamendment (however fundamental) or replacement of a Finance Document or anyother document or security;

#### (f)                                    anyunenforceability, illegality or invalidity of any obligation of any personunder any Finance Document or any other document or security; or

 

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#### (g)                                 anyinsolvency or similar proceedings.

### 18.5.                        **Immediate recourse**

Subject to Clause 18.6 (*Requirementof notice*), each Guarantor waives any right it may have of firstrequiring any Finance Party (or any trustee or agent on its behalf) to proceedagainst or enforce any other rights or security or claim payment from anyperson before claiming from that Guarantor under this Clause 18. This waiverapplies irrespective of any law or any provision of a Finance Document to thecontrary.

### 18.6.                        **Requirement of notice**

A Finance Party may not make any claim against a Guarantor unless suchFinance Party has first delivered a written notice to the relevant Borrowernotifying it of its failure to perform its payment obligations under theFinance Documents.

### 18.7.                        **Appropriations**

Until all amounts which may be or become payable by the Obligors underor in connection with the Finance Documents have been irrevocably paid in full,each Finance Party (or any trustee or agent on its behalf) may:

#### (a)                                  refrainfrom applying or enforcing any other moneys, security or rights held orreceived by that Finance Party (or any trustee or agent on its behalf) inrespect of those amounts, or apply and enforce the same in such manner andorder as it sees fit (whether against those amounts or otherwise) and noGuarantor shall be entitled to the benefit of the same; and

#### (b)                                 holdin an interest-bearing suspense account any moneys received from any Guarantoror on account of any Guarantor’s liability under this Clause 18.

### 18.8.                        **Deferral of Guarantors’ rights**

Until all amounts which may be or become payable by the Obligors underor in connection with the Finance Documents have been irrevocably paid in fulland unless the Agent otherwise directs, no Guarantor will exercise any rightswhich it may have by reason of performance by it of its obligations under theFinance Documents:

#### (a)                                  tobe indemnified by an Obligor;

#### (b)                                 toclaim any contribution from any other Guarantor of any Obligor’s obligationsunder the Finance Documents; and/or

#### (c)                                  totake the benefit (in whole or in part and whether by way of subrogation orotherwise) of any rights of the Finance Parties under the Finance Documents orof any other guarantee or security taken pursuant to, or in connection with,the Finance Documents by any Finance Party.

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### 18.9.                        **Additional security**

This guarantee is in addition to and is not in any way prejudiced byany other guarantee or security now or subsequently held by any Finance Party.

### 18.10.                  **Limitations**

#### (a)                                  Notwithstandinganything to the contrary contained herein or in any other Finance Document, theparties hereto agree that:

##### (i)                                     theobligations of Luxottica Group S.p.A. as Guarantor shall at no time requireLuxottica Group S.p.A. to pay any amount that exceeds the higher of (i) €2,016,923,000(or its equivalent in US$) on the date of any payment hereunder and (ii) US$2,441,688,000(or its equivalent in euro) on the date of any payment hereunder; and

##### (ii)                                  theobligations of Luxottica S.r.l. shall at no time require Luxottica S.r.l. topay any amount which exceeds an amount corresponding to its Net Worth (asdefined below), as determined from time to time on the basis of its most recentaudited annual financial statements, provided, however, that such amount shallnot exceed the higher of (a) €160,000,000 (or its equivalent in US$ on thedate hereof) and (b) the Net Worth of Luxottica S.r.l. as at the datehereof;

##### (iii)                               LuxotticaU.S. Holdings Corp.’s liability as Guarantor (in such capacity the “**US Guarantor**”) hereunder shall be limited to an amount notto exceed as of any date of determination the greater of:

(A)                   thenet amount of all Loans and other extensions of credit advanced under theFinance Documents and directly or indirectly re-loaned or otherwise transferredto, or incurred for the benefit of, the US Guarantor, plus interest thereon atthe applicable rate specified in this Agreement; or

(B)                     theamount that could be claimed by the Agents and Lenders from the US Guarantorunder this Guarantee without rendering such claim voidable or avoidable under Section 548of Chapter 11 of the Bankruptcy Code or under any applicable state UniformFraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statuteor common law after taking into account, among other things, the US Guarantor’sright of contribution and indemnification from each other Guarantor underclause (b) below; and

#### (b)                                 Tothe extent that any Guarantor shall make a payment under this Guarantee (a “**Guarantor Payment**”) of all or any obligations of theBorrowers (“**Guaranteed Obligations**”) that,taking into account all other Guarantor Payments then previously orconcurrently made by the other Guarantors, exceeds the amount that suchGuarantor would otherwise have paid if each Guarantor had paid the aggregateGuaranteed Obligations satisfied by such Guarantor Payment in the sameproportion that such Guarantor’s “Allocable Amount” (as defined below) (ineffect immediately prior to such Guarantor Payment) bore to the aggregateAllocable Amounts of all of Guarantors in effect immediately prior to themaking of such Guarantor Payment, then, following indefeasible payment in fullin cash of the Guaranteed Obligations and termination of the 

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#### Commitments, such Guarantor shall be entitledto receive contribution and indemnification payments from, and be reimbursedby, each of the other Guarantors for the amount of such excess, pro rata basedupon their respective Allocable Amounts in effect immediately prior to suchGuarantor Payment.

As of any date of determination, the “**AllocableAmount**” of any Guarantor shall be equal to the maximum amount of theclaim that could then be recovered from such Guarantor under this Guaranteewithout rendering such claim voidable or avoidable under Section 548 ofChapter 11 of the Bankruptcy Code or under any applicable state UniformFraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statuteor common law of the jurisdiction of such Guarantor.

This paragraph (b) is intended only to define the relative rightsof Guarantors and nothing set forth in this paragraph (b) is intended toor shall impair the obligations of Guarantors, jointly and severally, to payany amounts as and when the same shall become due and payable in accordancewith the terms of this Guarantee.

The rights of the parties under this paragraph (b) shall beexercisable upon the full and indefeasible payment of the GuaranteedObligations and the termination of the Facility Agreement and the other FinanceDocuments.

The parties hereto acknowledge that the rights of contribution andindemnification hereunder shall constitute assets of any Guarantor to whichsuch contribution and indemnification is owing.

“**Net Worth**” means thetotal value of the “**Patrimonio Netto**”of the Guarantor pursuant to the definition of Article 2424 of the ItalianCivil Code.

### 18.11.                  **Additional Guarantors**

#### (a)                                  Subjectto compliance with the provisions of Clause 20.7 (*“Know your customer” checks*), the Italian Borrower mayrequest that any of its Subsidiaries become an Additional Guarantor. ThatSubsidiary shall become an Additional Guarantor if:

##### (i)                                     theItalian Borrower delivers to the Agent a duly completed and executed AccessionLetter; and

##### (ii)                                  theAgent has received all of the documents and other evidence listed in Part Iof Schedule 12 (*Additional Guarantors*) inrelation to that Additional Guarantor, each in form and substance satisfactoryto the Agent (acting reasonably and in good faith).

#### (b)                                 TheAgent shall notify the Borrowers and the Lenders promptly upon being satisfiedthat it has received (in form and substance satisfactory to it but actingreasonably and in good faith) all the documents and other evidence listed in Part Iof Schedule 12 (*Additional Guarantors*).

#### (c)                                  Deliveryof an Accession Letter constitutes confirmation by the relevant Subsidiary thatthe Repeating Representations are true and correct in relation to it as at thedate of delivery as if made by reference to the facts and circumstances thenexisting.

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# **SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT**

## 19.                                 **REPRESENTATIONS**

Other than expressly provided to the contrary in this Clause 19 (*Representations*), each Obligor makes therepresentations and warranties set out in this Clause 19 to each Finance Partyon the date of this Agreement.

### 19.1.                        **Status**

#### (a)                                  Itis a corporation, duly incorporated and validly existing under the law of itsjurisdiction of incorporation subject to Clause 22.7 (*Merger*).

#### (b)                                 Itand each of its Material Subsidiaries has the power to own its assets and carryon its business as it is being conducted save to the extent otherwise permittedby the terms of this Agreement.

### 19.2.                        **Binding obligations**

The obligations expressed to be assumed by it in each Finance Documentare, subject to any general principles of law as at the date of this Agreementlimiting its obligations which are specifically referred to in any legalopinion delivered pursuant to Clause 4 (*Conditionsof Utilisation*), legal, valid, binding and enforceable obligations.

### 19.3.                        **Non-conflict with other obligations**

The entry into and performance by it of, and the transactionscontemplated by, the Finance Documents do not and will not conflict with:

#### (a)                                  anylaw or regulation applicable to it;

#### (b)                                 itsor any of its Subsidiaries’ constitutional documents; or

#### (c)                                  anyagreement or instrument binding upon it or any of its Subsidiaries or any ofits or any of its Subsidiaries’ assets in any material respect.

### 19.4.                        **Power andauthority**

It has the power to enter into, perform and deliver, and has taken allnecessary action to authorise its entry into, performance and delivery of, theFinance Documents to which it is a party and the transactions contemplated bythose Finance Documents.

### 19.5.                        **Validity and admissibility in evidence**

All Authorisations required:

#### (a)                                  toenable it lawfully to enter into, exercise its rights and comply with itsobligations in the Finance Documents to which it is a party; and

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#### (b)                                 tomake the Finance Documents to which it is a party admissible in evidence in itsjurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

### 19.6.                        **Governing law and enforcement**

#### (a)                                  Thechoice of English law as the governing law of the Finance Documents will berecognised and enforced in its jurisdiction of incorporation; and

#### (b)                                 anyjudgment obtained in England in relation to a Finance Document will berecognised and enforced in its jurisdiction of incorporation,

#### in each case subject to any generalprinciples of law specifically referred to in any legal opinion deliveredpursuant to Clause 4 (*Conditions ofUtilisation*).

### 19.7.                        **Deduction of Tax**

It is not required to make any deduction for or on account of Tax fromany payment it may make under any Finance Document to the Finance Parties whichare Qualifying Lenders, provided that each such Finance Party that is orbecomes eligible under any taxation treaty for a withholding tax exemptiontakes any action required to be taken under the relevant laws or regulations tobenefit from such withholding tax exemption.

### 19.8.                        **No filing or stamp taxes**

Under the laws of its jurisdiction of incorporation, it is notnecessary that this Agreement or any of the Finance Documents be filed,recorded or enrolled with any court or other authority in such jurisdiction orthat any stamp, registration or similar tax be paid on or in relation to thisAgreement or the Finance Documents or the transactions contemplated by theFinance Documents save for:

#### (a)                                  ifthis Agreement or a Finance Document is enforced in Italy either by way of adirect court judgment or an exequatur of a judgment rendered outside Italy, thefollowing taxes may become payable;

##### (i)                                     aregistration tax at a rate not exceeding 3 per cent. on any amount awardedunder the judgment; and

##### (ii)                                  afurther registration tax at a rate of up to 3 per cent. on any amountoutstanding under this Agreement or a Finance Document if the judgment refersto this Agreement or such Finance Document provided that it is entered intobetween the same parties to which the judgment is rendered and this Agreementor such Finance Document has not been previously registered;

#### (b)                                 ifthis Agreement or any Finance Document is filed with any public body or anycourt in connection with the performance of any administrative functions (*caso d’uso*) in Italy, registration tax maybecome payable in relation to this Agreement or any Finance Document which hasnot been previously registered or the documentary taxes payable in respect ofwhich have not been franked by the payment of *impostasostitutiva* in relation to this Agreement, at a rate up to 3 percent. on any amount outstanding thereunder;

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#### (c)                                  ifthis Agreement or any Finance Document is filed with any public body or anycourt in connection with the performance of any administrative functions (*caso d’uso*) in Italy, stamp duties willbecome payable at a nominal rate (currently €10.33 per foolscap sheet), inrespect of any Finance Document the documentary taxes payable in respect ofwhich have not been franked by the payment of *impostasostitutiva* in relation to this Agreement; and

#### (d)                                 anyregistration or filing required to be made with the US Securities and ExchangeCommission, Consob or any other regulatory authority.

### 19.9.                        **No default**

#### (a)                                  NoEvent of Default is continuing or would reasonably be expected to result fromthe making of any Utilisation.

#### (b)                                 Noother event or circumstance is outstanding which constitutes a default underany other agreement or instrument which is binding on it or any of itsSubsidiaries or to which its assets or the assets of any of its Subsidiariesare subject which is reasonably likely to have a Material Adverse Effect.

### 19.10.                  **No misleading information**

#### (a)                                  Anyfactual written information supplied by any member of the Group pursuant to theterms of this Agreement (the “Information”)is true and accurate in all material respects as at the date it is provided or asat the date (if any) at which it is stated.

#### (b)                                 Tothe best of its knowledge and belief, nothing has occurred or been omitted fromthe Information which would result in the Information being untrue ormisleading in any material respect.

#### (c)                                  Anyfinancial projections contained in the Information have been prepared in goodfaith on the basis of recent historical information and on the basis ofassumptions believed to be reasonable at the time such financial projectionswere prepared.

#### (d)                                 Therepresentations and warranties in this Clause 19.10 are made as and when therelevant information is provided.

### 19.11.                  **Financial statements**

#### (a)                                  Themost recent audited Consolidated Financial Statements (in the case of theItalian Borrower) and audited consolidated financial statements (in the case ofthe US Borrower) delivered to the Agent were prepared in accordance with GAAPconsistently applied.

#### (b)                                 Themost recent audited Consolidated Financial Statements (in the case of theItalian Borrower) and audited consolidated financial statements (in the case ofthe US Borrower) delivered to the Agent in each case fairly represent theconsolidated financial condition and operations of the relevant company or theGroup in the case of the Italian Borrower during the relevant financial year.

#### (c)                                  Therehas been no material adverse change in the business or consolidated financialcondition of the Group since the date of the Original Financial Statementswhich would 

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#### affect theBorrowers’ ability to perform their payment obligations under the FinanceDocuments.

### 19.12.                  **Pari passu ranking**

Its payment obligations under the Finance Documents rank at least *pari passu* with the claims of all itsother unsecured and unsubordinated creditors, except for obligationsmandatorily preferred by law applying to companies generally.

### 19.13.                  **No proceedings pending or threatened**

No litigation, arbitration, investigation or administrative proceedingsof or before any court, arbitral body or agency have (to the best of itsknowledge and belief) been started or threatened against it or any of itsSubsidiaries which are reasonably likely to be adversely determined and, ifadversely determined, are reasonably likely to have a Material Adverse Effect.

### 19.14.                  **Environmental matters**

#### (a)                                  Eachmember of the Group has performed and observed in all material respects allEnvironmental Laws, Environmental Permits and all other material covenants,conditions, restrictions or agreements directly or indirectly concerned withany contamination, pollution or waste or the release or discharge of any toxicor hazardous substance in connection with any real property which is or was atany time owned, leased or occupied by any member of the Group or on which anymember of the Group has conducted any activity, in each case where failure todo so is reasonably likely to have a Material Adverse Effect.

#### (b)                                 NoEnvironmental Claim has been commenced or (to the best of its knowledge andbelief) is threatened against any member of the Group which is reasonablylikely to be adversely determined and if so determined is reasonably likely tohave a Material Adverse Effect.

### 19.15.                  **Taxation**

#### (a)                                  Ithas duly and punctually paid and discharged all Taxes imposed upon it or itsassets within the time period allowed without incurring penalties where failureto do so is reasonably likely to have a Material Adverse Effect (save to theextent that (i) payment is being contested in good faith, and (ii) paymentcan be lawfully withheld).

#### (b)                                 Itis not materially overdue in the filing of any Tax returns when failure to doso is reasonably likely to have a Material Adverse Effect.

#### (c)                                  Noclaims are being or are reasonably likely to be asserted against it withrespect to Taxes which are reasonably likely to be determined against it and,if so determined, are reasonably likely to have a Material Adverse Effect.

### 19.16.                  **Intellectual Property**

It is not aware of any adverse circumstance relating to validity,subsistence or use of any of the Group’s Intellectual Property which couldreasonably be expected to have a Material Adverse Effect.

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### 19.17.                  **Security**

Save for Permitted Security, no Security exists over all or any of theassets of any member of the Group.

### 19.18.                  **Consents and Approvals and compliance with U.S.regulations**

#### (a)                                  Allconsents, licences, authorisations and other approvals necessary for theconduct of the business of any member of the Group as carried on at the datehereof have been, or when required will be obtained where failure to obtainwould reasonably be expected to have a Material Adverse Effect, their terms andconditions have been complied with where any failure to comply would reasonablybe expected to have a Material Adverse Effect and they have not been and, sofar as it is aware, will not be revoked or otherwise terminated where suchrevocation or termination is reasonably likely to have a Material AdverseEffect.

#### (b)                                 Itis not engaged and will not engage, principally or as one of its importantactivities, in the business of purchasing or carrying margin stock (within themeaning of Regulation U issued by the Board of Governors of the Federal ReserveSystem of the United States), or extending credit for the purpose of purchasingor carrying margin stock and no proceeds of any Loans will be used to purchaseor carry any margin stock or to extend credit to others for the purpose ofpurchasing or carrying any margin stock.

#### (c)                                  Neitherit, nor its direct Holding Company, nor any Subsidiary (i) is a “holdingcompany,” or a “subsidiary company” of a “holding company,” or an “affiliate”of a “holding company” or of a “subsidiary company” of a “holding company,”within the meaning of the Public Utility Holding Company Act of 1935, or (ii) isor is required to be registered as an “investment company” under the InvestmentCompany Act of 1940. Neither the making of any Loan nor the application of theproceeds or repayment thereof by a Borrower, nor the consummation of the othertransactions contemplated by the Finance Documents, will violate any provisionof any such Act or any rule, regulation or order of the Securities and ExchangeCommission of the United States thereunder.

### 19.19.                  **No Winding-up**

Save for any Corporate Reconstruction as defined in and permitted byClause 22.7 (*Merger*) and anyother solvent reorganisation or solvent liquidation of any member of the Group(and solely in the case of a solvent liquidation, other than an Obligor), noObligor nor any of its Material Subsidiaries have taken any corporate actionnor have any other steps been taken or legal proceedings been started or (tothe best of its knowledge and belief having made all reasonable enquiry)threatened in writing against any Obligor nor any of its Material Subsidiariesfor its winding-up, dissolution, administration, controlled administration (*amministrazione controllata*), extraordinaryadministration (*amministrazionestraordinaria*), bankruptcy (*fallimento*)or composition with creditors (*concordatopreventivo*) unless any Agreed Exception applies to such procedure.

### 19.20.                  **Pension Schemes**

Each member of the Group is in compliance with all applicable laws andcontracts relating to pension schemes (if any) for the time being operated byit or in which it participates and each such pension scheme is adequatelyfunded based on reasonable actuarial assumptions and 

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recommendations as required by law in each case where failure to do sois reasonably likely to have a Material Adverse Effect.

### 19.21.                  **ERISA and Multiemployer Plans**

#### (a)                                  EachEmployee Plan is in compliance in form and operation with ERISA and the Codeand all other applicable laws and regulations save where any failure to complywould not reasonably be expected to have a Material Adverse Effect.

#### (b)                                 EachEmployee Plan which is intended to be qualified under Section 401 (a) ofthe Code has been determined by the IRS to be so qualified.

#### (c)                                  Thereexists no Unfunded Pension Liability with respect to any Employee Plan, exceptas would not have a Material Adverse Effect.

#### (d)                                 Neitherthe U.S. Group Company nor any ERISA Affiliate has incurred a complete orpartial withdrawal from any Multiemployer Plan that would reasonably beexpected to have a Material Adverse Effect, and if each of the U.S. GroupCompanies and each ERISA Affiliate were to withdraw in a complete withdrawal asof the date hereof, the aggregate withdrawal liability that would be incurredwould not reasonably be expected to have a Material Adverse Effect.

#### (e)                                  EachU.S. Group Company and any ERISA Affiliate has made all material contributionsto or under each such Employee Plan required by law within the applicable timelimits prescribed thereby, the terms of such Employee Plan, or any contract oragreement requiring contributions to an Employee Plan save where any failure tocomply would not reasonably be expected to have a Material Adverse Effect.

#### (f)                                    Neitherany U.S. Group Company nor any ERISA Affiliate has incurred or reasonablyexpects to incur any liability to PBGC save for any liability for premiums duein the ordinary course or other liability which would not reasonably beexpected to have a Material Adverse Effect.

### 19.22.                  **Repetition**

The Repeating Representations are deemed to be made by each Obligor (byreference to the facts and circumstances then existing) on the date of eachUtilisation Request and the first day of each Interest Period.

## 20.                                 **INFORMATIONUNDERTAKINGS**

The undertakings in this Clause 20 remain in force from the date ofthis Agreement for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.

### 20.1.                        **Financial statements**

#### (a)                                  TheItalian Borrower shall supply or procure the supply to the Agent in sufficientcopies for all the Lenders.

##### (i)                                     assoon as practicable after the same become available, but in any event within150 days after the end of each of its financial years its ConsolidatedFinancial 

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##### Statements for that financial year and(during the Pro-Forma Relevant Period), the Consolidated Pro-Forma FinancialStatements; and

##### (ii)                                  assoon as practicable after the same become available, but in any event within 90days after the end of each quarter (other than the last quarter in anyfinancial year) of its financial years its Consolidated Quarterly FinancialStatements and (during the Pro-Forma Relevant Period) the ConsolidatedQuarterly Pro-Forma Financial Statements for that quarter. For the avoidance ofdoubt, the first Consolidated Quarterly Financial Statements to be deliveredhereunder shall be those relating to the quarter ending on 31 March 2004.

#### (b)                                 TheUS Borrower shall supply or procure the supply to the Agent (in sufficientcopies for all the Lenders) as soon as practicable after they become available,but in any event within 150 days of each of its financial years its auditedconsolidated financial statements for that financial year.

#### (c)                                  Ifso requested by the Agent, Luxottica S.r.l. shall supply to the Agent in sufficientcopies for all the Lenders, as soon as they become available, but in any eventwithin 180 days of each of its financial years its financial statements whichhave been prepared in accordance with GAAP for that financial year.

### 20.2.                        **Compliance Certificate**

#### (a)                                  TheItalian Borrower shall supply or procure to supply to the Agent, with each setof financial statements delivered pursuant to paragraph (a) of Clause 20.1(*Financial statements*), aCompliance Certificate setting out (in reasonable detail) computations as tocompliance with Clause 21 (*Financialcovenants*) as at the date as at which those financial statementswere drawn up.

#### (b)                                 EachCompliance Certificate shall be signed by an Authorised Signatory and, otherthan during the Pro-Forma Relevant Period if required to be delivered with thefinancial statements delivered pursuant to paragraph (a)(i) of Clause 20.1(*Financial statements*), by theItalian Borrower’s auditors, it being agreed that should the Italian Borrower’sauditors refuse to sign the compliance certificate for internal policy reasonsof such auditors (but not, for the avoidance of doubt, by reason of breach ofthe relevant financial covenant) this shall not be an Event of Default but theItalian Borrower shall nevertheless use reasonable endeavours to ensure thatits auditors provide some other form of confirmation in a form and substancesatisfactory to the Lenders.

### 20.3.                        **Requirements as to financial statements**

#### (a)                                  Eachset of financial statements delivered by the Borrowers pursuant to Clause 20.1(*Financial statements*) shall becertified by an Authorised Signatory of the relevant Borrower as fairlyrepresenting its financial condition as at the date as at which those financialstatements were drawn up.

#### (b)

##### (i)                                     TheItalian Borrower shall procure that each set of financial statements deliveredpursuant to Clause 20.1 (*Financial statements*)is prepared using GAAP, and in respect only of the Consolidated FinancialStatements and Consolidated 

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##### Quarterly Financial Statements usingaccounting practices and financial reference periods consistent with thoseapplied in the preparation of its Original Financial Statements unless, inrelation to any set of Consolidated Financial Statements or ConsolidatedQuarterly Financial Statements (as the case may be), it notifies the Agent thatthere has been a change in GAAP, or the accounting practices or referenceperiods and its auditors deliver to the Agent:

###### (1)                                  adescription of any change necessary for those Consolidated Financial Statementsor Consolidated Quarterly Financial Statements (as the case may be) to reflectthe GAAP, accounting practices and reference periods upon which its OriginalFinancial Statements were prepared; and

###### (2)                                  sufficientinformation, in form and substance as may be reasonably required by the Agent,to enable the Lenders to determine whether Clause 21 (*Financial covenants*) has been compliedwith and make an accurate comparison between the consolidated financialposition indicated in those financial statements and its Original FinancialStatements.

##### (ii)                                  Ifthe Italian Borrower notifies the Agent of a change in accordance withparagraph (i) above then the Italian Borrower and Agent shall enter intonegotiations in good faith with a view to agreeing:

###### (1)                                  whetheror not the change might result in any material alteration in the commercialeffect of any of the terms of this Agreement; and

###### (2)                                  ifso, any amendments to this Agreement which may be necessary to ensure that thechange does not result in any material alteration in the commercial effect ofthose terms,

and if any amendments are agreed they shall take effect and be binding on each of theParties in accordance with their terms.

Any reference in this Agreement to those financial statements shall beconstrued as a reference to those financial statements as adjusted to reflectthe basis upon which the Original Financial Statements were prepared.

### 20.4.                        **Information: miscellaneous**

The Borrowers shall supply to the Agent (in sufficient copies for allthe Lenders, if the Agent so requests):

#### (a)                                  assoon as practicable, following receipt of shareholders` approvals andregulatory approvals in each case in respect of the Acquisition, written confirmationof such approvals;

#### (b)                                 inthe event that the Borrowers confirm that they have received the authorisationsset out in paragraph (a) above updates of the financial projectionsalready prepared and supplied to the Lenders in contemplation of the Acquisition;and

 

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#### (c)                                  alldocuments dispatched by the Borrowers to all of their respective creditorsgenerally (in their capacity as creditors) at the same time as they aredispatched or as soon as practicable thereafter; and

#### (d)                                 assoon as practicable upon becoming aware of them, the details of any litigation,arbitration or administrative proceedings which are current, threatened orpending against any member of the Group, which are reasonably likely to beadversely determined and which would, if adversely determined, have a MaterialAdverse Effect; and

#### (e)                                  promptly,such further information regarding the financial condition, business andoperations of any member of the Group as any Finance Party (through the Agent)may reasonably request which the Borrowers can provide without breaching anyapplicable law or regulation or contract.

### 20.5.                        **Notification of default**

Each Obligor shall notify the Agent of any Default (and the steps, ifany, being taken to remedy it) promptly upon becoming aware of its occurrence(unless that Obligor is aware that a notification has already been provided byanother Obligor).

### 20.6.                        **Use of websites**

#### (a)                                  TheBorrowers may satisfy their obligation under this Agreement to deliver anyinformation in relation to those Lenders (the “**WebsiteLenders**”) who accept this method of communication by posting thisinformation onto an electronic website designated by the Italian Borrower andthe Agent (the “**Designated Website**”) if:

##### (i)                                     theAgent expressly agrees (after consultation with each of the Lenders) that it willaccept communication of the information by this method;

##### (ii)                                  boththe Borrowers and the Agent are aware of the address of and any relevantpassword specifications for the Designated Website; and

##### (iii)                               theinformation is in a format previously agreed between the Borrowers and theAgent.

If any Lender (a “**Paper Form Lender**”)does not agree to the delivery of information electronically then the Agentshall notify the Borrowers accordingly and the Borrowers shall supply theinformation to the Agent (in sufficient copies for each Paper Form Lender)in paper form.

#### (b)                                 TheAgent shall supply each Website Lender with the address of and any relevantpassword specifications for the Designated Website following designation ofthat website by the Borrowers and the Agent.

#### (c)                                  EachBorrower shall promptly upon becoming aware of its occurrence notify the Agentif:

##### (i)                                     theDesignated Website cannot be accessed due to technical failure;

##### (ii)                                  thepassword specifications for the Designated Website change;

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##### (iii)                               anynew information which is required to be provided under this Agreement is postedonto the Designated Website;

##### (iv)                              anyexisting information which has been provided under this Agreement and postedonto the Designated Website is amended; or

##### (v)                                 itbecome aware that the Designated Website or any information posted onto theDesignated Website is or has been infected by any electronic virus or similarsoftware.

If a Borrower notifies the Agent under paragraph (c)(i) orparagraph (c)(v) above, all information to be provided by the Borrowerunder this Agreement after the date of that notice shall be supplied in paperform unless and until the Agent and each Website Lender is satisfied that thecircumstances giving rise to the notification are no longer continuing.

#### (d)                                 AnyWebsite Lender may request, through the Agent, one paper copy of anyinformation required to be provided under this Agreement which is posted ontothe Designated Website. The Borrower shall comply with any such request withinten Business Days.

### 20.7.                        **“Know your customer” checks**

#### (a)                                  EachObligor shall (subject always to Clause 25 (Confidentiality)) promptly upon therequest of the Agent or any Lender supply through the Agent, or procure thesupply through the Agent of, such documentation and other evidence as isreasonably requested by the Agent (for itself or on behalf of any Lender) orany Lender (for itself or on behalf of any prospective New Lender) in order forthe Agent, such Lender or any prospective New Lender to carry out and besatisfied with the results of all necessary “know your customer” or otherchecks in relation to any person that it is required to carry out pursuant tothe transactions contemplated in the Finance Documents.

#### (b)                                 EachLender shall promptly upon the request of the Agent supply, or procure thesupply of, such documentation and other evidence as is reasonably requested bythe Agent (for itself) in order for the Agent to carry out and be satisfiedwith the results of all necessary “know your customer” or other checks inrelation to any person that it is required to carry out pursuant to thetransactions contemplated in the Finance Documents.

## 21.                                 **FINANCIALCOVENANTS**

### 21.1.                        **Financial definitions**

In this Clause:

“**Consolidated EBITDA**”means in respect of any Relevant Period, the consolidated income fromoperations of the Group for that Relevant Period after adding back all amountsdeducted from consolidated income from operations for depreciation,amortization, write-downs of goodwill and other intangible assets, andextraordinary or non-recurring items, as determined (a) at any time otherthan during the Pro-Forma Relevant Period, from the Consolidated FinancialStatements or the Consolidated Quarterly Financial Statements (as the case maybe), or (b) during the Pro-Forma Relevant Period, from the ConsolidatedPro-Forma Financial Statements or the Consolidated Pro-Forma QuarterlyFinancial Statements (as the case may be).

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“**Consolidated Net Finance Charges**”means for any Relevant Period the consolidated amount of interest expense ofthe Group, minus interest income, all as determined from (a) at any timeother than during the Pro-Forma Relevant Period, the Consolidated FinancialStatements or the Consolidated Quarterly Financial Statements (as the case maybe), or (b) during the Pro-Forma Relevant Period, from the ConsolidatedPro-Forma Financial Statements or the Consolidated Pro-Forma QuarterlyFinancial Statements (as the case may be).

“**Consolidated Total Net Debt**”means at the end of any Relevant Period, as determined from the ConsolidatedFinancial Statements or the Consolidated Quarterly Financial Statements (as thecase may be), the sum of:

##### (i)                                     bankoverdrafts; plus

##### (ii)                                  currentportion of notes payable; plus

##### (iii)                               currentportion of long term debt; plus

##### (iv)                              notespayable; plus

##### (v)                                 longterm debt,

less:

##### (vi)                              Cashand Cash Equivalents; and

##### (vii)                           RestrictedCash.

“**Restricted Cash**” meanscash held as security against loans and other bank indebtedness.

### 21.2.                        **Financial condition**

The Italian Borrower shall ensure that:

#### (a)                                  ConsolidatedTotal Net Debt in respect of any Relevant Period shall not at any time exceed3.5 times the Consolidated EBITDA for such Relevant Period.

#### (b)                                 ConsolidatedEBITDA in respect of any Relevant Period shall not be less than 5 times theConsolidated Net Finance Charges for such Relevant Period.

### 21.3.                        **Financial testing**

The financial covenants set out in Clause 21.2 (*Financial condition*) shall be tested byreference to (a) at any time other than during the Pro-Forma RelevantPeriod, each of the Consolidated Financial Statements or the ConsolidatedQuarterly Financial Statements (as the case may be) and/or each ComplianceCertificate delivered pursuant to Clause 20.2 (*ComplianceCertificate*), or (b) during the Pro-Forma Relevant Period, eachof the Consolidated Pro-Forma Consolidated Financial Statements or theConsolidated Quarterly Financial Statements (as the case may be) and/or eachCompliance Certificate delivered pursuant to Clause 20.2 (*Compliance Certificate*).

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## 22.                                 **GENERALUNDERTAKINGS**

The undertakings in this Clause 22 remain in force from the date ofthis Agreement for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.

### 22.1.                        **Authorisations**

Each Obligor shall promptly comply with and do all that is necessary tomaintain in full force and effect and obtain any Authorisation required underany law or regulation of its jurisdiction of incorporation to enable it toperform its obligations under the Finance Documents and to ensure (subject toany general principles of law specifically referred to in any legal opiniondelivered pursuant to Clause 4.1 (*Initialconditions precedent*)) the legality, validity, enforceability oradmissibility in evidence in its jurisdiction of incorporation of any FinanceDocument.

### 22.2.                        **Compliance with laws**

Each Obligor shall comply in all respects with all laws to which it maybe subject, if failure so to comply is reasonably likely to have a MaterialAdverse Effect.

### 22.3.                        **Negative pledge**

#### (a)                                  NoObligor shall (and the Italian Borrower shall ensure that no other member ofthe Group will) create or permit to subsist any Security over any of itsassets.

#### (b)                                 NoObligor shall (and the Italian Borrower shall ensure that no other member ofthe Group will):

##### (i)                                     sell,transfer or otherwise dispose of any of its assets on terms whereby they are ormay be leased to or re-acquired by an Obligor or any other member of the Group;

##### (ii)                                  sell,transfer or otherwise dispose of any of its receivables on recourse terms;

##### (iii)                               enterinto any arrangement under which money or the benefit of a bank or otheraccount may be applied, set-off or made subject to a combination of accounts;or

##### (iv)                              enterinto any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transactionis entered into primarily as a method of raising Financial Indebtedness or offinancing the acquisition of an asset.

#### (c)                                  Paragraphs(a) and (b) above do not apply to:

##### (i)                                     anySecurity listed in Schedule 7 (*Existing Security*)except to the extent the principal amount secured by that Security is increasedbeyond the amount stated in that Schedule, it being agreed that any suchincrease shall be permitted to the extent that it falls in the basket set outin sub-paragraph (vii)(A) or (B) of this Clause (as the case may be);

##### (ii)                                  anynetting or set-off arrangement entered into by any member of the Group in theordinary course of its banking arrangements for the purpose of netting debitand credit balances;

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##### (iii)                               anylien arising by operation of law and in the ordinary course of trading;

##### (iv)                              anySecurity or Quasi-Security securing indebtedness permitted under paragraph (b) ofClause 22.12 (*Indebtedness for Borrowed Money*),to the extent such Security or Quasi-Security is discharged within the datefalling six months after the date of the relevant acquisition provided that ifit is not so discharged it shall be permitted to the extent it falls within thebasket set out in sub-paragraph (vii) below;

##### (v)                                 anySecurity or Quasi-Security in connection with deposits to landlords for leaserentals or to any tax or customs & excise authority, utility companyor car leasing company, in each case granted in the ordinary course of thebusiness of the relevant member of the Group;

##### (vi)                              anycash collateral granted in relation to the issue of a Bank Guarantee up to anamount equal to €15,000,000 in the aggregate at any time (without doublecounting any liability of the Borrower under such Bank Guarantee); or

##### (vii)                           anyother Security or Quasi-Security not referred to in sub-paragraph (i) to (vi) abovesecuring indebtedness permitted under Clause 22.12 (*Indebtednessfor Borrowed Money*) the principal amount of which (A) in thecase of the Obligors does not in aggregate exceed 5 per cent. of theConsolidated Total Assets or (B) in the case of any other member of theGroup does not in aggregate exceed twenty per cent. of the Consolidated Equityof the Group,

in each case as determined at the end of any Relevant Period byreference to the Consolidated Financial Statements or the ConsolidatedQuarterly Financial Statements (as the case may be) in respect of such RelevantPeriod.

### 22.4.                        **Segregationof assets under the Italian Civil Code**

No Italian Obligor shall segregate assets for the purpose of Article 2447-bisof the Italian Civil Code (“*PatrimoniDestinati ad uno Specifico Affare*”), nor shall it issue any class ofstock or other financial instruments under Article 2447-ter of theItalian Civil Code.

### 22.5.                        **Intellectual Property**

#### (a)                                  TheBorrowers shall, and the Italian Borrower shall procure that each Group membershall, do all acts as are reasonably practicable to maintain, protect andsafeguard the Intellectual Property which is necessary for the business of therelevant member of the Group and not terminate or discontinue the use of anysuch Intellectual Property save in each case when failure to do so isreasonably likely to have a Material Adverse Effect.

#### (b)                                 TheBorrowers shall not, and the Italian Borrower shall ensure that no member ofGroup shall:

##### (i)                                     useor allow to be used, or take any step or omit to take any step in respect ofany Intellectual Property, in any way which is reasonably likely to have aMaterial Adverse Effect; and

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##### (ii)                                  withoutthe prior written consent of the Agent, dispose of or transfer or terminate orenter into any contract or licence in respect of any Intellectual Property,where this is reasonably likely to have a Material Adverse Effect.

### 22.6.                        **Disposals**

#### (a)                                  NoObligor shall (and the Italian Borrower shall ensure that no other member ofthe Group will) enter into a single transaction or a series of transactions(whether related or not) and whether voluntary or involuntary to sell, lease,transfer or otherwise dispose of any asset.

#### (b)                                 Paragraph(a) above does not apply to any sale, lease, transfer or other disposal ordisposals:

##### (i)                                     madein the ordinary course of the business of the disposing entity;

##### (ii)                                  ofassets in exchange for other assets comparable or superior as to type, valueand quality;

##### (iii)                               theproceeds of which are applied to the acquisition by any member of the Group, ofproperty or assets (including the capital stock of any entity) that replacesthe relevant property or assets disposed of, or in property or assets that willbe used or useful in the business or operations of the Group, within 355 days;

##### (iv)                              followingor in connection with a Corporate Reconstruction as defined in and pursuant toClause 22.7 (*Merger*);

##### (v)                                 theproceeds of which are applied in voluntary prepayment of any of the Facilitiesin accordance with the terms of this Agreement (such payment to occur on thelast day of the Interest Period for each Loan being prepaid during which suchdisposed proceeds are received by the relevant member of the Group);

##### (vi)                              inrespect of any assets other than shares or other ownership interests in anymember of the Group, by an Obligor to another Obligor or by a member of theGroup (other than an Obligor) to another member of the Group (including anObligor);

##### (vii)                           ofshares or other ownership interests in any member of the Group by a member ofthe Group to another member of the Group, subject always to Clause 8.2 (*Change of Control*); or

##### (viii)                        where thebook value of the assets (when aggregated with the book value of the assets forany other sale, lease, transfer or other disposal by the Group, other than anypermitted under paragraphs (i) to (vii) above) carried out over theperiod from the date hereof to the Termination Date does not exceed 30 percent. of the Consolidated Total Assets of the Group at the end of any RelevantPeriod as determined by the Consolidated Financial Statements or Consolidated QuarterlyFinancial Statements (as the case may be) for the Relevant Period from the datehereof to the Termination Date.

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### 22.7.                        **Merger**

No Obligor nor any Material Subsidiaries shall (and the ItalianBorrower shall ensure that no other Material Subsidiaries will enter into anyamalgamation, demerger, merger or corporate reconstruction (each a “**Corporate Reconstruction**”) save for:

#### (a)                                  CorporateReconstructions entered into on a solvent basis between members of the Group;or

#### (b)                                 mergersentered into by a member of the Group on a solvent basis and in accordance withapplicable laws with any corporate entity following the acquisition by suchmember of the Group of such entity; or

#### (c)                                  saveto the extent such transformation or equivalent process is reasonably likely tohave a Material Adverse Effect:

##### (i)                                     transformationsof any Italian member of the Group from a *società a responsabilitalimitata* to a *società per azioni*(or vice versa), or

##### (ii)                                  thechange in the corporate status and/or form and/or tax status of any U.S. GroupCompany including without limitation, from a C corporation to a limitedliability corporation (or vice versa); or

##### (iii)                               theequivalent of (i) and (ii) above with respect to any member of theGroup incorporated in any jurisdiction,

provided that if so requested by the Agent, aGuarantor that is the subject of any Corporate Reconstruction confirms,promptly following its implementation, its obligations hereunder to theLenders, such confirmation to be in form and substance satisfactory to theAgent (acting reasonably and in good faith).

### 22.8.                        **Change of business**

The Italian Borrower shall procure that no substantial change is madeto the general nature of the business of the Borrowers or the Group from thatcarried on at the date of this Agreement, where such change is reasonablylikely to have a Material Adverse Effect.

### 22.9.                        **Insurance**

Each Obligor shall (and the Italian Borrower shall ensure that eachmember of the Group will) maintain insurances on and in relation to itsbusiness and assets with reputable underwriters or insurance companies againstthose risks and to the extent as is usual for companies carrying on the same orsubstantially similar business.

### 22.10.                  **Environmental Matters**

#### (a)                                  EachObligor shall (and the Italian Borrower shall ensure that each member of theGroup will) comply in all material respects with all applicable EnvironmentalLaws and obtain and maintain any requisite Environmental Permits applicable toit in each case where failure to do so is reasonably likely to have a MaterialAdverse Effect.

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#### (b)                                 TheBorrowers shall inform the Agent in writing as soon as reasonably practicableupon becoming aware of the same:

##### (i)                                     ifany Environmental Claim has been commenced or (to the best of that Borrower’sknowledge and belief) is threatened against any member of the Group; or

##### (ii)                                  ofany facts or circumstances which will or are reasonably likely to result in anyEnvironmental Claim being commenced or threatened against any member of theGroup,

##### where in each case the claim is reasonablylikely to be adversely determined against that member of the Group and if sodetermined is reasonably likely to have a Material Adverse Effect.

### 22.11.                  **Taxation**

Each Obligor shall pay all Taxes imposed upon it or its assets withinthe time period allowed without incurring penalties where failure to do so isreasonably likely to have a Material Adverse Effect, (save to the extent thatpayment is being contested in good faith, where such payment can be lawfullywithheld).

### 22.12.                  **Indebtedness for Borrowed Money**

The Obligors will procure that no member of the Group not being anObligor will incur, create or permit to subsist any Indebtedness for BorrowedMoney or enter into any arrangement or agreement to create, incur or permit tosubsist any Indebtedness for Borrowed Money save for any Indebtedness forBorrowed Money:

#### (a)                                  arisingunder or permitted pursuant to the Finance Documents;

#### (b)                                 owedby any entity acquired by any member of the Group (including any refinancing ofsuch Indebtedness for Borrowed Money) provided that (i) it was not createdin contemplation of such acquisition; and (ii) it shall be included withinthe basket set out in sub-paragraph (d) below, at any time following thedate falling 12 months after the date of such acquisition, unless prior to theexpiring of such 12 month period, the relevant acquired company has acceded tothis Agreement as an Additional Guarantor;

#### (c)                                  intercompanyloans received from a Group member in the ordinary course of business; or

#### (d)                                 otherIndebtedness for Borrowed Money not referred in paragraphs (a) to (c) abovewhich does not exceed 20 per cent. of the Consolidated Equity of the Group(when aggregated with any Loans and guarantees issued in accordance withparagraph (b)(iv) of Clause 22.13 (*Loansand Guarantees*)) in each case as determined at the end of anyRelevant Period by the Consolidated Financial Statements or the ConsolidatedQuarterly Financial Statements (as the case may be) for the Relevant Period.

### 22.13.                  **Loans and Guarantees**

#### (a)                                  TheItalian Borrower shall ensure that no member of the Group that is not anObligor will make any loans, grant any credit (save in the ordinary course ofbusiness) or give any 

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#### guarantee orindemnity to or for the benefit of any person or otherwise voluntarily assumeany liability, whether actual or contingent, in respect of any obligation ofany person.

#### (b)                                 Paragraph(a) shall not apply to:

##### (i)                                     anyguarantees or counter-indemnities in respect of guarantees to (A) anyapplicable VAT office for accelerated VAT refunds (B) landlords for leaserentals (C) any tax or customs and excise authority, utility company orcar leasing company in each case granted in the ordinary course of business;

##### (ii)                                  anyguarantees or counter-indemnities in respect of any Bank Guarantee issued inthe ordinary course of business;

##### (iii)                               otherguarantees granted in the ordinary course of business (excluding guarantees inrespect of Indebtedness for Borrowed Money of any other member of the Group);or

##### (iv)                              anyother loans, guarantees or financial accommodation by any member of the Groupthat is not an Obligor provided thatthe aggregate of such loans, guarantee or financial accommodation whenaggregated with any Indebtedness for Borrowed Money (without double counting)under paragraph (d) of Clause 22.12 (*Indebtedness for BorrowedMoney*) does not exceed twenty per cent. of the Consolidated Equityof the Group, in each case as determined at the end of any Relevant Period bythe Consolidated Financial Statements or the Consolidated Quarterly FinancialStatements (as the case may be) for the Relevant Period.

### 22.14.                  **Distributions**

Whilst an Event of Default is continuing, the Borrower shall not:

#### (a)                                  pay,make or declare any dividend, return on capital, repayment of capitalcontributions or other distribution (whether in cash or in kind) or make anydistribution of assets or other payment whatsoever in respect of share capitalwhether directly or indirectly; or

#### (b)                                 payany fees to its shareholders, other than fees paid under agreements enteredinto with its shareholders at arm’s length and in the ordinary course ofbusiness.

### 22.15.                  **Arm’s Length Basis**

No Obligor shall, and the Borrower shall procure that no Group membershall, enter into any material arrangement or contract with any other member ofthe Group save where such material arrangement or contract is entered into onan arm’s length basis considering the entire arrangement and is fair andequitable to the Group as a whole.

### 22.16.                  **Refinancing of Existing Financial Indebtedness**

The Italian Borrower shall repay the Existing Indebtedness as and whenit falls due and payable.

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## 23.                                 **EVENTS OFDEFAULT**

Each of the events or circumstances set out in Clause 23 is an Event ofDefault.

### 23.1.                        **Non-payment**

An Obligor does not pay on the due date any amount payable pursuant toa Finance Document at the place at and in the currency in which it is expressedto be payable unless:

#### (a)                                  itsfailure to pay is caused by administrative or technical error; and

#### (b)                                 paymentis made within 3 Business Days of its due date.

### 23.2.                        **Financial covenants**

Any requirement of Clause 21 (*Financialcovenants*) is not satisfied.

### 23.3.                        **Other obligations**

An Obligor fails duly to perform or comply with any other obligationexpressed to be assumed by it in the Finance Documents (including, withoutlimitation, those specified in Clause 22 (*GeneralUndertaking*s)) and such failure, if capable of remedy, is notremedied within 15 Business Days after the earlier to occur of the date theAgent has given written notice thereof to the relevant Obligor and the datesuch Obligor has actual knowledge thereof.

### 23.4.                        **Misrepresentation**

Any representation or statement made or deemed to be made by an Obligorin the Finance Documents or any other document delivered by or on behalf of anyObligor under or in connection with any Finance Document is or proves to havebeen incorrect or misleading in any material respect when made or deemed to bemade in accordance with this Agreement by reference to the facts andcircumstances then existing, **provided that**,such incorrect or misleading representation or statement has not been remediedwithin 15 Business Days from the earlier of (a) the date the Agent hasgiven written notice thereof to the relevant Obligor; and (b) the datesuch Obligor has actual knowledge thereof.

### 23.5.                        **Cross default**

#### (a)                                  AnyFinancial Indebtedness of any Obligor, Finance Subsidiary or MaterialSubsidiary is not paid when due nor within any originally applicable graceperiod.

#### (b)                                 AnyFinancial Indebtedness of any Obligor, Finance Subsidiary or MaterialSubsidiary is declared to be or otherwise becomes due and payable prior to itsspecified maturity as a result of an event of default (however described).

#### (c)                                  Anycommitment for any Financial Indebtedness of any Obligor, Finance Subsidiary orMaterial Subsidiary is cancelled by a creditor of any Obligor, FinanceSubsidiary or Material Subsidiary as a result of an event of default (howeverdescribed).

#### (d)                                 Anycreditor of any Obligor, Finance Subsidiary or Material Subsidiary becomesentitled to declare any Financial Indebtedness of Obligor, Finance Subsidiaryor Material Subsidiary due and payable prior to its specified maturity as aresult of an event of default (however described).

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#### (e)                                  Inthis Clause, “**Finance Subsidiary**” means anymember of the Group (other than an Obligor or a Material Subsidiary) whose soleor primary business is that of raising or incurring Financial Indebtedness forand on behalf of the Group to the extent such Financial Indebtedness soincurred or raised is not less than 10% of the Consolidated Total Net Debt in theaggregate at any time.

#### (f)                                    NoEvent of Default will occur under this Clause 23.5 if (i) the aggregateamount of Financial Indebtedness or commitment for Financial Indebtednessfalling within paragraphs (a) to (d) above is less than €25,000,000(or its equivalent in any other currency or currencies) or (ii) if theaction or entitlement referred to in paragraphs (a) to (d) abovearises as a result of the change in control of (A) the Target occurring asa result of the Acquisition or (B) any other entity acquired by any memberof the Group, provided that with respect to paragraphs (a) and (b) above,the failure to pay any Financial Indebtedness, subject always to (i) ofthis sub-paragraph (f) above, by any of Target, such relevant entity orany of their respective Subsidiaries at any time following the relevantacquisition, and within five Business Days after the giving of any demand ornotice for payment by any relevant creditor, shall constitute an Event ofDefault.

### 23.6.                        **Insolvency**

#### (a)                                  AnyObligor or any of its Material Subsidiaries are unable or admit in writingtheir inability to pay its debts as they fall due, suspends making payments onany of its debts or, by reason of actual or anticipated financial difficulties,commences negotiations with one or more of its creditors with a view torescheduling any of its indebtedness or in respect of any Obligor or any of itsMaterial Subsidiaries which is a corporation incorporated in Italy, suchcompany is dissolved pursuant to Article 2448 of the Italian Civil Code.

#### (b)                                 Amoratorium is declared in respect of any indebtedness of any Obligor or any ofits Material Subsidiaries.

### 23.7.                        **Insolvency proceedings**

Any corporate action, legal proceedings or other procedure or step istaken in relation to:

#### (a)                                  thesuspension of payments, a moratorium of any indebtedness, winding-up,dissolution, administration or reorganisation (by way of voluntary arrangement,scheme of arrangement or otherwise) of any Obligor or any of its MaterialSubsidiaries other than a solvent liquidation or reorganisation of any MaterialSubsidiary or any other transaction permitted under Clause 22.7 (*Merger*);

#### (b)                                 acomposition, compromise, assignment or arrangement with all the creditors ofany Obligor or any of its Material Subsidiaries;

#### (c)                                  theappointment of a liquidator (other than in respect of a solvent liquidation ofany Material Subsidiaries or any other transaction permitted under Clause 22.7(*Merger*)), receiver,administrative receiver, administrator, compulsory manager or other similarofficer in respect of any Obligor or any of its Material Subsidiaries or any ofits assets; or

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#### (d)                                 inrespect of any Obligor or any of its Material Subsidiaries which is acorporation incorporated in Italy, the submission of such corporation to anyprocedure which is a *procedura concorsuale,*includingwithout limitation,  *fallimento*,*concordato preventivo* and *amministrazionecontrollata*under R.d 16 March 1942 No.267 and *amministrazione straordinaria* under Lg. 8 July 1999No.270 (as amended from time to time), as *amministrazionestraordinaria*under L. 18. February 2004 No. 39,

or any analogous procedure or step is taken in any jurisdiction unlessin each case any Agreed Exception applies to any such proceedings.

### 23.8.                        **Creditors’ process and final judgment**

#### (a)                                  Anyexpropriation, attachment, sequestration, distress or execution affects anyasset or assets of a member of the Group having an aggregate value of €25,000,000and is not discharged within 15 days; or

#### (b)                                 Anymember of the Group fails to comply with or pay any sum due from it or themunder any final judgment or any final order made or given by any court ofcompetent jurisdiction when such sums exceed €25,000,000 (or its equivalent inany other currency),

in each case unless any Agreed Exception applies.

### 23.9.                        **Ownership of the Obligors**

An Obligor (other than the Italian Borrower) is not or ceases to be aSubsidiary of the Italian Borrower save for any merger or reorganisationentered into in accordance with the terms of this Agreement.

### 23.10.                  **Unlawfulness**

It is or becomes unlawful for an Obligor to perform any of itsobligations under the Finance Documents.

### 23.11.                  **Repudiation**

An Obligor repudiates a Finance Document or evidences an intention torepudiate a Finance Document.

### 23.12.                  **Litigation**

Any litigation, arbitration, administrative proceedings or governmentalor regulatory investigations, proceedings or disputes are commenced orthreatened in writing against any Obligor or any of its Material Subsidiariesor its respective assets or revenues or there are any circumstances likely togive rise to any such litigation, arbitration, administrative proceedings orgovernmental or regulatory investigations, proceedings or disputes which ineach case are reasonably likely to be adversely determined, and if sodetermined is reasonably likely to have a Material Adverse Effect.

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### 23.13.                  **Auditor’s Qualification**

The auditors of the Group qualify their annual audit report to theConsolidated Financial Statements in a manner which has, or would have, aMaterial Adverse Effect.

### 23.14.                  **Employee Plans**

Any ERISA Event or breach of a representation in Clause 19.21 (*ERISA and Multiemployer Plans*) shall haveoccurred and the liability of a U.S. Group Company or its ERISA Affiliates,either individually or in the aggregate, related to such ERISA Event orbreaches, individually or when aggregated with all other ERISA Events, and allsuch breaches would have or would be reasonably expected to have a MaterialAdverse Effect.

### 23.15.                  **Cessation of business**

Any Obligor ceases (or threatens in writing to cease) to carry on allor a substantial part of its business other than as a result of a merger orintra-group reorganisation permitted under the terms of this Agreement.

### 23.16.                  **Acceleration**

On and at any time after the occurrence of an Event of Default which iscontinuing the Agent may, and shall if so directed by the Majority Lenders, bynotice to the Borrowers:

#### (a)                                  cancelthe Total Commitments whereupon they shall immediately be cancelled;

#### (b)                                 declarethat all or part of the Loans, together with accrued interest, and all otheramounts accrued or outstanding under the Finance Documents be immediately dueand payable, whereupon they shall become immediately due and payable; and/or

#### (c)                                  declarethat all or part of the Loans be payable on demand, whereupon they shallimmediately become payable on demand by the Agent on the instructions of theMajority Lenders.

# **SECTION 9CHANGES TO PARTIES**

## 24.                                 **CHANGES TOTHE LENDERS**

### 24.1.                        **Assignments and transfers by the Lenders**

Subject to this Clause 24, a Lender (the “**Existing Lender**”) may:

#### (a)                                  assignany of its rights; or

#### (b)                                 transferby novation any of its rights and obligations,

to a Qualifying Lender (the “**NewLender**”), **provided that**prior to and including 31 December 2004, each Lender may only transfer orassign up to 25 per cent. of its Commitments to New Lenders **provided further** that for the avoidance ofdoubt, from and including 1 January 2005 no such restriction shall apply. Anyassignment or transfer made by a Lender shall only be permitted 

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to the extent that it is made by such Lender pro-rata across theFacilities in which it has an interest.

### 24.2.                        **Conditions of assignment or transfer**

#### (a)                                  Thewritten consent of the Italian Borrower together with a notice to LuxotticaU.S. Holdings Corp, is required for an assignment or transfer by an ExistingLender, unless the assignment or transfer is to another Lender or an Affiliateof a Lender **provided that** no such consent isrequired following the occurrence of any Default which is continuing.

#### (b)                                 Theconsent of the Italian Borrower to an assignment or transfer must not beunreasonably withheld or delayed, The Italian Borrower will be deemed to havegiven its consent 15 Business Days after the Existing Lender (through theAgent) has requested it unless consent is expressly refused by the ItalianBorrower (through the Agent) within that time.

#### (c)                                  Anassignment will only be effective on:

##### (i)                                     receiptby the Agent of written confirmation from the New Lender (in form and substancesatisfactory to the Agent) that the New Lender will assume the same obligationsto the other Finance Parties as it would have been under if it was a Lender;and

##### (ii)                                  performanceby the Agent of all “know your customer” or other checks relating to any personthat it is required to carry out in relation to such assignment to a NewLender, the completion of which the Agent shall promptly notify to the ExistingLender and the New Lender.

#### (d)                                 Atransfer will only be effective if the procedure set out in Clause 24.5 (*Procedure for transfer*) is complied with.

#### (e)                                  If

##### (i)                                     aLender assigns or transfers any of its rights or obligations under the FinanceDocuments or changes its Facility Office; and

##### (ii)                                  asa result of circumstances existing at the date the assignment, transfer orchange occurs, an Obligor would be obliged to make a payment to the New Lenderor Lender acting through its new Facility Office under Clause 13 (*Tax gross-up and indemnities*) or Clause 14 (*Increased costs*) or incur any other cost, tax or expense ofwhatsoever nature including the payment of any Mandatory Cost,

then the New Lender or Lender acting through its new Facility Office isonly entitled to receive any such payment to the same extent as the ExistingLender or Lender acting through its previous Facility Office would have been ifthe assignment, transfer or change had not occurred.

### 24.3.                        **Assignment or transfer fee**

The New Lender shall, on the date upon which an assignment or transfertakes effect, pay to the Agent (for its own account) a fee of €3,000 withrespect to an assignment or transfer relating to 

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all the Facilities or to Facility A and/or Facility C and a fee of US $3,000 with respect to an assignment or transfer relating to Facility B only **provided that** no such fee shall be payablewith respect to any transfer made prior to the date specified in the letterentered into on 12 May 2004 between the Mandated Lead Arrangers.

### 24.4.                        **Limitation of responsibility of Existing Lenders**

#### (a)                                  Unlessexpressly agreed to the contrary, an Existing Lender makes no representation orwarranty and assumes no responsibility to a New Lender for:

##### (i)                                     thelegality, validity, effectiveness, adequacy or enforceability of the FinanceDocuments or any other documents;

##### (ii)                                  thefinancial condition of any Obligor;

##### (iii)                               theperformance and observance by any Obligor of its obligations under the FinanceDocuments or any other documents; or

##### (iv)                              theaccuracy of any statements (whether written or oral) made in or in connectionwith any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

#### (b)                                 EachNew Lender confirms to the Existing Lender and the other Finance Parties thatit:

##### (i)                                     hasmade (and shall continue to make) its own independent investigation andassessment of the financial condition and affairs of each Obligor and itsrelated entities in connection with its participation in this Agreement and hasnot relied exclusively on any information provided to it by the Existing Lenderin connection with any Finance Document; and

##### (ii)                                  willcontinue to make its own independent appraisal of the creditworthiness of eachObligor and its related entities whilst any amount is or may be outstandingunder the Finance Documents or any Commitment is in force.

#### (c)                                  Nothingin any Finance Document obliges an Existing Lender to:

##### (i)                                     accepta re-transfer from a New Lender of any of the rights and obligations assignedor transferred under this Clause 24; or

##### (ii)                                  supportany losses directly or indirectly incurred by the New Lender by reason of thenon-performance by any Obligor of its obligations under the Finance Documentsor otherwise.

### 24.5.                        **Procedure for transfer**

#### (a)                                  Subjectto the conditions set out in Clause 24.2 (*Conditionsof assignment or transfer*) a transfer is effected in accordance withparagraph (c) below when the Agent executes an otherwise duly completedTransfer Certificate delivered to it by the Existing Lender and the New Lender.The Agent shall, subject to paragraph (b) below, as soon as reasonablypracticable after receipt by it of a duly completed Transfer Certificateappearing on its 

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#### face to complywith the terms of this Agreement and delivered in accordance with the terms ofthis Agreement, execute that Transfer Certificate.

#### (b)                                 TheAgent shall only be obliged to execute a Transfer Certificate delivered to itby the Existing Lender and the New Lender upon its completion of all “know yourcustomer” or other checks relating to any person that it is required to carryout in relation to the transfer to such New Lender.

#### (c)                                  Onthe Transfer Date;

##### (i)                                     tothe extent that in the Transfer Certificate the Existing Lender seeks totransfer by novation its rights and obligations under the Finance Documentseach of the Obligors and the Existing Lender shall be released from furtherobligations towards one another under the Finance Documents and theirrespective rights against one another under the Finance Documents shall becancelled (being the “**Discharged Rights and Obligations**”);

##### (ii)                                  eachof the Obligors and the New Lender shall assume obligations towards one anotherand/or acquire rights against one another which differ from the DischargedRights and Obligations only insofar as that Obligor and the New Lender have assumedand/or acquired the same in place of that Obligor and the Existing Lender;

##### (iii)                               theAgent, the Mandated Lead Arranger, the New Lender and other Lenders shallacquire the same rights and assume the same obligations between themselves asthey would have acquired and assumed had the New Lender been a Lender with therights and/or obligations acquired or assumed by it as a result of the transferand to that extent the Agent, the Mandated Lead Arranger and the ExistingLender shall each be released from further obligations to each other under theFinance Documents; and

##### (iv)                              theNew Lender shall become a Party as a “Lender”.

### 24.6.                        **Copy of Transfer Certificate to Borrowers**

The Agent shall, as soon as reasonably practicable after it hasexecuted a Transfer Certificate, send to the Borrowers a copy of that TransferCertificate.

### 24.7.                        **Disclosure of information**

Any Lender may disclose to any of its Affiliates and any other person:

#### (a)                                  to(or through) whom that Lender assigns or transfers (or may potentially assignor transfer) all or any of its rights and obligations under this Agreement;

#### (b)                                 with(or through) whom that Lender enters into (or may potentially enter into) anysub-participation in relation to, or any other transaction under which paymentsare to be made by reference to, this Agreement or any Obligor; or

#### (c)                                  towhom, and to the extent that, information is required to be disclosed by anyapplicable law or regulation,

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any information about any Obligor, the Group and the Finance Documentsas that Lender shall consider appropriate if, in relation to paragraphs (a) and(b) above, the person to whom the information is to be given has enteredinto a Confidentiality Undertaking.

## 25.                                 **CONFIDENTIALITY**

Each Finance Party hereby severally undertakes to the Obligors that itwill keep confidential and that it will not make use of for any purposes(otherwise than for the purposes of the Finance Documents) any of the FinanceDocuments or other documents relating to this Agreement and all of theinformation distributed on behalf of the Obligors or contained in, receivedunder or obtained in the course of discussions (together with any analyses andother documents which the relevant Finance Party has prepared or have beenprepared on its behalf), other than any such document or information which hasbecome generally available to the public otherwise than by disclosure by anyFinance Party or any of the persons described in paragraph (c) below, **provided that**, each Finance Party shall beentitled to make disclosure of the same:

#### (a)                                  subjectto Clause 24.7 (*Disclosure of Information*)to any of its Affiliates or any person to whom it is proposing to enter into,or has entered into, any kind of assignment, transfer, substitution,participation or other similar arrangement by reference to this Agreement,**provided that**, such information is disclosed only to suchperson if and to the extent necessary for his activities and each such personwill be informed of the confidential nature of the information and theprovisions of this Agreement;

#### (b)                                 toits auditors, accountants, legal counsel and tax advisers appointed and to anyother professional advisers appointed to act in connection with the preparationor administration of the Finance Documents or the enforcement of, orrealisation of any security provided under, any of the Finance Documents, **provided that**, such information is disclosed only to suchperson if and to the extent necessary for his activities and each such personwill be informed of the confidential nature of the information and theprovisions of this Agreement;

#### (c)                                  toany other third party where the Borrower has previously agreed in writing thatdisclosure may be made to that third party;

#### (d)                                 toany banking or other regulatory or examining authorities (whether governmentalor otherwise) where such disclosure is requested by them and with whoserequests that Finance Party has to comply (or with whose requests banks in therelevant jurisdiction are accustomed to complying);

#### (e)                                  pursuantto subpoena or other legal process, or in connection with any action, suit orproceeding relating to any of the Finance Documents; and

#### (f)                                    pursuantto any law or regulation having the force of law.

The provisions of this Clause 25 shall supersede any undertakings withrespect to confidentiality previously provided by any Finance Party to theBorrower.

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## 26.                                 **CHANGES TOTHE OBLIGORS**

### 26.1.                        **Assignment and transfers by Obligors**

No Obligor may assign any of its rights or transfer any of its rightsor obligations under the Finance Documents other than by operation of lawpursuant to a merger or other form of corporate reorganisation permitted underthe terms of this Agreement.

# **SECTION 10THE FINANCE PARTIES**

## 27.                                 **ROLE OF THEAGENT AND THE MANDATED LEAD ARRANGER**

### 27.1.                        **Appointment of the Agent**

#### (a)                                  Eachother Finance Parry appoints the Agent to act as its agent under and inconnection with the Finance Documents.

#### (b)                                 Eachother Finance Party authorises the Agent to exercise the rights, powers,authorities and discretions specifically given to the Agent under or inconnection with the Finance Documents together with any other incidentalrights, powers, authorities and discretions.

### 27.2.                        **Duties of the Agent**

#### (a)                                  TheAgent shall promptly forward to a Parry the original or a copy of any documentwhich is delivered to the Agent for that Party by any other Party.

#### (b)                                 Exceptwhere a Finance Document specifically provides otherwise, the Agent is notobliged to review or check the adequacy, accuracy or completeness of anydocument it forwards to another Party.

#### (c)                                  Ifthe Agent receives notice from a Parry referring to this Agreement, describinga Default and stating that the circumstance described is a Default, it shallpromptly notify the other Finance Parties.

#### (d)                                 Ifthe Agent is aware of the non-payment of any principal, interest, commitmentfee or other fee payable to a Finance Party (other than the Agent or theMandated Lead Arranger) under this Agreement it shall promptly notify the otherFinance Parties.

#### (e)                                  TheAgent’s duties under the Finance Documents are solely mechanical andadministrative in nature.

### 27.3.                        **Role of the Mandated Lead Arranger**

Except as specifically provided in the Finance Documents, the MandatedLead Arranger has no obligations of any kind to any other Party under or inconnection with any Finance Document.

### 27.4.                        **No fiduciary duties**

#### (a)                                  Nothingin this Agreement constitutes the Agent or the Mandated Lead Arranger as atrustee or fiduciary of any other person.

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#### (b)                                 Neitherthe Agent nor the Mandated Lead Arranger shall be bound to account to anyLender for any sum or the profit element of any sum received by it for its ownaccount.

### 27.5.                        **Business with the Group**

The Agent and the Mandated Lead Arranger may accept deposits from, lendmoney to and generally engage in any kind of banking or other business with anymember of the Group.

### 27.6.                        **Rights and discretions of the Agent**

#### (a)                                  TheAgent may rely on:

##### (i)                                     anyrepresentation, notice or document believed by it to be genuine, correct andappropriately authorised; and

##### (ii)                                  anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

#### (b)                                 TheAgent may assume (unless it has received notice to the contrary in its capacityas agent for the Lenders) that:

##### (i)                                     noDefault has occurred (unless it has actual knowledge of a Default arising underClause 23.1 (*Non-payment*));

##### (ii)                                  anyright, power, authority or discretion vested in any Party or the MajorityLenders has not been exercised; and

##### (iii)                               anynotice or request made by a Borrower (other than a Utilisation Request orSelection Notice) is made on behalf of and with the consent and knowledge ofall the Obligors.

#### (c)                                  TheAgent may engage, pay for and rely on the advice or services of any lawyers,accountants, surveyors or other experts.

#### (d)                                 TheAgent may act in relation to the Finance Documents through its personnel andagents.

#### (e)                                  TheAgent may disclose to any other Party any information it reasonably believes ithas received as agent under this Agreement.

#### (f)                                    Notwithstandingany other provision of any Finance Document to the contrary, neither the Agentnor the Mandated Lead Arranger is obliged to do or omit to do anything if itwould or might in its reasonable opinion constitute a breach of any law orregulation or a breach of a fiduciary duty or duty of confidentiality.

### 27.7.                        **Majority Lenders’ instructions**

#### (a)                                  Unlessa contrary indication appears in a Finance Document, the Agent shall (i) exerciseany right, power, authority or discretion vested in it as Agent in accordancewith any instructions given to it by the Majority Lenders (or, if so instructedby the Majority Lenders, refrain from exercising any right, power, authority ordiscretion vested in it as 

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#### Agent) and (ii) not be liable for anyact (or omission) if it acts (or refrains from taking any action) in accordancewith an instruction of the Majority Lenders.

#### (b)                                 Unlessa contrary indication appears in a Finance Document, any instructions given bythe Majority Lenders will be binding on all the Finance Parties.

#### (c)                                  TheAgent may refrain from acting in accordance with the instructions of theMajority Lenders (or, if appropriate, the Lenders) until it has received suchsecurity as it may require for any cost, loss or liability (together with anyassociated VAT) which it may incur in complying with the instructions.

#### (d)                                 Inthe absence of instructions from the Majority Lenders, (or, if appropriate, theLenders) the Agent may act (or refrain from taking action) as it considers tobe in the best interest of the Lenders.

#### (e)                                  TheAgent is not authorised to act on behalf of a Lender (without first obtainingthat Lender’s consent) in any legal or arbitration proceedings relating to anyFinance Document.

### 27.8.                        **Responsibility for documentation**

Neither the Agent nor the Mandated Lead Arranger:

#### (a)                                  isresponsible for the adequacy, accuracy and/or completeness of any information(whether oral or written) supplied by the Agent, the Mandated Lead Arranger, anObligor or any other person given in or in connection with any FinanceDocument; or

#### (b)                                 isresponsible for the legality, validity, effectiveness, adequacy orenforceability of any Finance Document or any other agreement, arrangement ordocument entered into, made or executed in anticipation of or in connectionwith any Finance Document.

### 27.9.                        **Exclusion of liability**

#### (a)                                  Withoutlimiting paragraph (b) below, the Agent will not be liable for any actiontaken by it under or in connection with any Finance Document, unless directlycaused by its gross negligence or wilful misconduct.

#### (b)                                 NoParty (other than the Agent) may take any proceedings against any officer,employee or agent of the Agent in respect of any claim it might have againstthe Agent or in respect of any act or omission of any kind by that officer,employee or agent in relation to any Finance Document and any officer, employeeor agent of the Agent may rely on this Clause subject to Clause 1.4 (*Third Party Rights*) and the provisions ofthe Contracts (*Rights of Third Parties*)Act 1999.

#### (c)                                  TheAgent will not be liable for any delay (or any related consequences) increditing an account with an amount required under the Finance Documents to bepaid by the Agent if the Agent has taken all necessary steps as soon asreasonably practicable to comply with the regulations or operating proceduresof any recognised clearing or settlement system used by the Agent for thatpurpose.

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#### (d)                                 Nothingin this Agreement shall oblige the Agent or the Mandated Lead Arranger to carryout any “know your customer” or other checks in relation to any person onbehalf of any Lender and each Lender confirms to the Agent and the MandatedLead Arranger that it is solely responsible for any such checks it is requiredto carry out and that it may not rely on any statement in relation to suchchecks made by the Agent or the Mandated Lead Arranger.

### 27.10.                  **Lenders’ indemnity to the Agent**

Each Lender shall (in proportion to its share of the Total Commitmentsor, if the Total Commitments are then zero, to its share of the Total Commitmentsimmediately prior to their reduction to zero) indemnify the Agent, within threeBusiness Days of demand, against any cost, loss or liability incurred by theAgent (otherwise than by reason of the Agent’s gross negligence or wilfulmisconduct) in acting as Agent under the Finance Documents (unless the Agenthas been reimbursed by an Obligor pursuant to a Finance Document).

### 27.11.                  **Resignation of the Agent**

#### (a)                                  TheAgent may resign and appoint one of its Affiliates as successor by givingnotice to the other Finance Parties and the Italian Borrower.

#### (b)                                 Alternativelythe Agent may resign by giving notice to the other Finance Parties and theItalian Borrower, in which case the Majority Lenders may appoint a successorAgent. Such successor Agent must be acceptable to the Borrowers actingreasonably and in good faith.

#### (c)                                  Ifthe Majority Lenders have not appointed a successor Agent in accordance withparagraph (b) above within 30 days after notice of resignation was given,the Agent (after consultation with the Italian Borrower) may appoint asuccessor Agent subject to such successor Agent being acceptable to theBorrowers acting reasonably and in good faith.

#### (d)                                 Theretiring Agent shall, at its own cost, make available to the successor Agentsuch documents and records and provide such assistance as the successor Agentmay reasonably request for the purposes of performing its functions as Agentunder the Finance Documents.

#### (e)                                  TheAgent’s resignation notice shall only take effect upon the appointment of asuccessor.

#### (f)                                    Uponthe appointment of a successor, the retiring Agent shall be discharged from anyfurther obligation in respect of the Finance Documents but shall remainentitled to the benefit of this Clause 27. Its successor and each of theother Parties shall have the same rights and obligations amongst themselves asthey would have had if such successor had been an original Party.

#### (g)                                 Afterconsultation with the Italian Borrower, the Majority Lenders may, by notice tothe Agent, require it to resign in accordance with paragraph (b) above. Inthis event, the Agent shall resign in accordance with paragraph (b) above.

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### 27.12.                  **Confidentiality**

#### (a)                                  Inacting as agent for the Finance Parties, the Agent shall be regarded as actingthrough its agency division which shall be treated as a separate entity fromany other of its divisions or departments.

#### (b)                                 Ifinformation is received by another division or department of the Agent, it maybe treated as confidential to that division or department and the Agent shallnot be deemed to have notice of it.

### 27.13.                  **Relationship with the Lenders**

#### (a)                                  TheAgent may treat each Lender as a Lender, entitled to payments under thisAgreement and acting through its Facility Office unless it has received notless than five Business Days prior notice from that Lender to the contrary inaccordance with the terms of this Agreement.

#### (b)                                 EachLender shall supply the Agent with any information required by the Agent inorder to calculate the Mandatory Cost in accordance with Schedule 4 (*Mandatory Cost formulae*).

### 27.14.                  **Credit appraisal by the Lenders**

Without affecting the responsibility of any Obligor for informationsupplied by it or on its behalf in connection with any Finance Document, eachLender confirms to the Agent and the Mandated Lead Arranger that it has been,and will continue to be, solely responsible for making its own independentappraisal and investigation of all risks arising under or in connection withany Finance Document including but not limited to:

#### (a)                                  thefinancial condition, status and nature of each member of the Group;

#### (b)                                 thelegality, validity, effectiveness, adequacy or enforceability of any FinanceDocument and any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document;

#### (c)                                  whetherthat Lender has recourse, and the nature and extent of that recourse, againstany Party or any of its respective assets under or in connection with anyFinance Document, the transactions contemplated by the Finance Documents or anyother agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document; and

#### (d)                                 theadequacy, accuracy and/or completeness of any other information provided by theAgent, any Party or by any other person under or in connection with any FinanceDocument, the transactions contemplated by the Finance Documents or any otheragreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document.

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### 27.15.                  **Reference Banks**

If a Reference Bank (or, if a Reference Bank is not a Lender, theLender of which it is an Affiliate) ceases to be a Lender, the Agent shall (inconsultation with the Italian Borrower) appoint another Lender or an Affiliateof a Lender to replace that Reference Bank.

### 27.16.                  **Deduction from amounts payable by the Agent**

If any Party owes an amount to the Agent under the Finance Documentsthe Agent may, after giving notice to that Party, deduct an amount notexceeding that amount from any payment to that Party which the Agent wouldotherwise be obliged to make under the Finance Documents, and apply the amountdeducted in or towards satisfaction of the amount owed. For the purposes of theFinance Documents that Party shall be regarded as having received any amount sodeducted. Notwithstanding the above, an Agent may not unless expresslyauthorised in writing by a Borrower, deduct any amount from any Utilisationrequested by that Borrower.

## 28.                                 **CONDUCT OFBUSINESS BY THE FINANCE PARTIES**

No provision of this Agreement will:

#### (a)                                  interferewith the right of any Finance Party to arrange its affairs (tax or otherwise)in whatever manner it thinks fit;

#### (b)                                 obligeany Finance Party to investigate or claim any credit, relief, remission orrepayment available to it or the extent, order and manner of any claim; or

#### (c)                                  obligeany Finance Party to disclose any information relating to its affairs (tax orotherwise) or any computations in respect of Tax.

## 29.                                 **SHARINGAMONG THE FINANCE PARTIES**

### 29.1.                        **Payments to Finance Parties**

If a Finance Party (a “**RecoveringFinance Party**”) receives or recovers any amount from an Obligorother than in accordance with Clause 30 (*Paymentmechanics*) and applies that amount to a payment due under theFinance Documents then:

#### (a)                                  theRecovering Finance Party shall, within three Business Days, notify details ofthe receipt or recovery, to the Agent;

#### (b)                                 theAgent shall determine whether the receipt or recovery is in excess of theamount the Recovering Finance Parry would have been paid had the receipt orrecovery been received or made by the Agent and distributed in accordance withClause 30 (*Payment mechanics*),without taking account of any Tax which would be imposed on the Agent inrelation to the receipt, recovery or distribution; and

#### (c)                                  theRecovering Finance Party shall, within three Business Days of demand by theAgent, pay to the Agent an amount (the “**Sharing Payment**”)equal to such receipt or recovery less any amount which the Agent determinesmay be retained by the Recovering Finance Party as its share of any payment tobe made, in accordance with Clause 30.5 (*Partialpayments*).

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### 29.2.                        **Redistribution of payments**

The Agent shall treat the Sharing Payment as if it had been paid by therelevant Obligor and distribute it between the Finance Parties (other than theRecovering Finance Party) in accordance with Clause 30.5 (*Partial payments*).

### 29.3.                        **Recovering Finance Party’s rights**

#### (a)                                  Ona distribution by the Agent under Clause 29.2 (*Redistributionof payments*), the Recovering Finance Party will be subrogated to therights of the Finance Parties which have shared in the redistribution.

#### (b)                                 Ifand to the extent that the Recovering Finance Party is not able to rely on itsrights under paragraph (a) above, the relevant Obligor shall be liable tothe Recovering Finance Party for a debt equal to the Sharing Payment which isimmediately due and payable.

### 29.4.                        **Reversal of redistribution**

If any part of the Sharing Payment received or recovered by aRecovering Finance Party becomes repayable and is repaid by that RecoveringFinance Party, *then:*

#### (a)                                  eachFinance Party which has received a share of the relevant Sharing Paymentpursuant to Clause 29.2 (*Redistribution ofpayments*) shall, upon request of the Agent, pay to the Agent foraccount of that Recovering Finance Party an amount equal to the appropriatepart of its share of the Sharing Payment (together with an amount as isnecessary to reimburse that Recovering Finance Party for its proportion of anyinterest on the Sharing Payment which that Recovering Finance Party is requiredto pay); and

#### (b)                                 thatRecovering Finance Party’s rights of subrogation in respect of anyreimbursement shall be cancelled and the relevant Obligor will be liable to thereimbursing Finance Party for the amount so reimbursed.

### 29.5.                        **Exceptions**

#### (a)                                  ThisClause 29 shall not apply to the extent that the Recovering Finance Party wouldnot, after making any payment pursuant to this Clause, have a valid andenforceable claim against the relevant Obligor.

#### (b)                                 ARecovering Finance Party is not obliged to share with any other Finance Partyany amount which the Recovering Finance Party has received or recovered as aresult of taking legal or arbitration proceedings, if:

##### (i)                                     itnotified that other Finance Party of the legal or arbitration proceedings; and

##### (ii)                                  thatother Finance Party had an opportunity to participate in those legal orarbitration proceedings but did not do so as soon as reasonably practicablehaving received notice and did not take separate legal or arbitration proceedings.

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# **SECTION 11ADMINISTRATION**

## 30.                                 **PAYMENTMECHANICS**

### 30.1.                        **Payments to the Agent**

#### (a)                                  Oneach date on which an Obligor or a Lender is required to make a payment under aFinance Document, that Obligor or Lender shall make the same available to theAgent (unless a contrary indication appears in a Finance Document) for value onthe due date at the time and in such funds specified by the Agent as beingcustomary at the time for settlement of transactions in the relevant currencyin the place of payment. A payment made by an Obligor to the Agent whichrelates to moneys owed to a Finance Party shall be deemed to be received bysuch Finance Party once made to the Agent.

#### (b)                                 Paymentshall be made to such account in the principal financial centre of the countryof that currency (or, in relation to euro, in a principal financial centre in aParticipating Member State or London) with such bank as the Agent specifies.

### 30.2.                        **Distributions by the Agent**

Each payment received by the Agent under the Finance Documents for anotherParty shall, subject to Clause 30.3 (*Distributionsto an Obligor*), Clause 34.4 (*Clawback*)and Clause 27.16 (*Deduction from amountspayable by the Agent*) be made available by the Agent as soon aspracticable after receipt to the Party entitled to receive payment inaccordance with this Agreement (in the case of a Lender, for the account of itsFacility Office), to such account as that Party may notify to the Agent by notless than five Business Days’ notice with a bank in the principal financialcentre of the country of that currency (or, in relation to euro, in theprincipal financial centre of a Participating Member State or London).

### 30.3.                        **Distributions to an Obligor**

The Agent may (with the consent of the Obligor or in accordance withClause 31 (*Setoff*) apply anyamount received by it for that Obligor in or towards payment (on the date andin the currency and funds of receipt) of any amount due from that Obligor underthe Finance Documents or in or towards purchase of any amount of any currencyto be so applied.

### 30.4.                        **Clawback**

#### (a)                                  Wherea sum is to be paid to the Agent under the Finance Documents for another Party,the Agent is not obliged to pay that sum to that other Party (or to enter intoor perform any related exchange contract) until it has been able to establishto its satisfaction that it has actually received that sum.

#### (b)                                 Ifthe Agent pays an amount to another Party and it proves to be the case that theAgent had not actually received that amount, then the Party to whom that amount(or the proceeds of any related exchange contract) was paid by the Agent shallon demand refund the same to the Agent together with interest on that amountfrom the date of payment to the date of receipt by the Agent, calculated by theAgent to reflect its cost of funds.

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### 30.5.                        **Partial payments**

#### (a)                                  Ifthe Agent receives a payment that is insufficient to discharge all the amountsthen due and payable by an Obligor under the Finance Documents, the Agent shallapply that payment towards the obligations of that Obligor under the FinanceDocuments in the following order:

##### (i)                                     **first**, in or towards payment pro rata of any unpaid fees,costs and expenses of the Agent and the Mandated Lead Arranger under theFinance Documents;

##### (ii)                                  **secondly**, in or towards payment pro rata of any accruedinterest, fee or commission due but unpaid under this Agreement;

##### (iii)                               **thirdly**, in or towards payment pro rata of any principal duebut unpaid under this Agreement; and

##### (iv)                              **fourthly**, in or towards payment pro rata of any other suredue but unpaid under the Finance Documents.

#### (b)                                 TheAgent shall, if so directed by the Majority lenders, vary the order set out inparagraphs (a)(ii) to (iv) above.

#### (c)                                  Paragraphs(a) and (b) above will override any appropriation made by an Obligor.

### 30.6.                        **No set-off by Obligors**

All payments to be made by an Obligor under the Finance Documents shallbe calculated and be made without (and free and clear of any deduction for)set-off or counterclaim.

### 30.7.                        **Business Days**

#### (a)                                  Anypayment which is due to be made on a day that is not a Business Day shall bemade on the next Business Day in the same calendar month (if there is one) orthe preceding Business Day (if there is not).

#### (b)                                 Duringany extension of the due date for payment of any principal or Unpaid Sum underthis Agreement interest is payable on the principal or Unpaid Sum at the ratepayable on the original due date.

### 30.8.                        **Currency of account**

#### (a)                                  Subjectto paragraphs (b) to (e) below, the Base Currency is the currency ofaccount and payment for any sum due from an Obligor under any Finance Document.

#### (b)                                 Arepayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall bemade in the currency in which that Loan or Unpaid Sum is denominated on its duedate. For the avoidance of doubt, a Loan advanced in an Optional Currency isdenominated in the Optional Currency and not in the Base Currency.

#### (c)                                  Eachpayment of interest shall be made in the currency in which the sum in respectof which the interest is payable was denominated when that interest accrued.For the 

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#### avoidance ofdoubt, interest on a Loan in an Optional Currency is payable in the OptionalCurrency and not in the Base Currency.

#### (d)                                 Eachpayment in respect of costs, expenses or Taxes shall be made in the currency inwhich the costs, expenses or Taxes are incurred.

#### (e)                                  Anyamount expressed to be payable in a currency other than the Base Currency shallbe paid in that other currency.

### 30.9.                        **Change of currency**

#### (a)                                  Unlessotherwise prohibited by law, if more than one currency or currency unit are atthe same time recognised by the central bank of any country as the lawfulcurrency of that country, then:

##### (i)                                     anyreference in the Finance Documents to, and any obligations arising under theFinance Documents in, the currency of that country shall be translated into, orpaid in, the currency or currency unit of that country designated by the Agent(after consultation with the Italian Borrower); and

##### (ii)                                  anytranslation from one currency or currency unit to another shall be at theofficial rate of exchange recognised by the central bank for the conversion ofthat currency or currency unit into the other, rounded up or down by the Agent(acting reasonably).

#### (b)                                 Ifa change in any currency of a country occurs, this Agreement will, to theextent the Agent (acting reasonably and after consultation with the ItalianBorrower) specifies to be necessary, be amended to comply with any generallyaccepted conventions and market practice in the Relevant Interbank Market andotherwise to reflect the change in currency.

## 31.                                 **SET-OFF**

A Finance Party may set off any matured obligation due from an Obligorunder the Finance Documents (to the extent beneficially owned by that FinanceParty) against any matured obligation owed by that Finance Party to thatObligor, regardless of the place of payment, booking branch or currency ofeither obligation. If the obligations are in different currencies, the FinanceParty may convert either obligation at a market rate of exchange in its usualcourse of business for the purpose of the set-off.

## 32.                                 **NOTICES**

### 32.1.                        **Communications in writing**

Any communication to be made under or in connection with the FinanceDocuments shall be made in writing and, unless otherwise stated, may be made byfax or letter.

### 32.2.                        **Addresses**

The address and fax number (and the department or officer, if any, forwhose attention the communication is to be made) of each Party for anycommunication or document to be made or delivered under or in connection withthe Finance Documents is:

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#### (a)                                  inthe case of the Borrowers, that identified with their respective names below;

#### (b)                                 inthe case of each Lender or any other Obligor, that notified in writing to theAgent on or prior to the date on which it becomes a Party; and

#### (c)                                  inthe case of the Agent, that identified with its name below,

or any substitute address or fax number or department or officer as theParty may notify to the Agent (or the Agent may notify to the other Parties, ifa change is made by the Agent) by not less than five Business Days’ notice.

### 32.3.                        **Delivery**

#### (a)                                  Anycommunication or document made or delivered by one person to another under orin connection with the Finance Documents will only be effective:

##### (i)                                     ifby way of fax, when received in legible form; or

##### (ii)                                  ifby way of letter, when it has been left at the relevant address or fiveBusiness Days after being deposited in the post postage prepaid in an envelopeaddressed to it at that address, and, if a particular department or officer isspecified as part of its address details provided under Clause 32.2 (*Addresses*), if addressed to that department or officer.

#### (b)                                 Anycommunication or document to be made or delivered to the Agent will beeffective only when actually received by the Agent and then only if it isexpressly marked for the attention of the department or officer identified withthe Agent’s signature below (or any substitute department or officer as theAgent shall specify for this purpose).

#### (c)                                  Allnotices from or to an Obligor shall be sent through the Agent.

#### (d)                                 EachObligor (other than the Italian Borrower) irrevocably appoints the ItalianBorrower to act as its agent:

##### (i)                                     togive and receive all communications under this Agreement;

##### (ii)                                  tosupply all information concerning itself to any Finance Party; and

##### (iii)                               tosign all documents under or in connection with the Finance Documents.

#### (e)                                  Anycommunication or document made or delivered to the Italian Borrower inaccordance with this Clause will be deemed to have been made or delivered toeach of the Obligors.

### 32.4.                        **Notification of address and fax number**

Promptly upon receipt of notification of an address and fax number orchange of address or fax number pursuant to Clause 32.2 (*Addresses*) or changing its own address orfax number, the Agent shall notify the other Parties.

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### 32.5.                        **Electronic communication**

#### (a)                                  Anycommunication to be made between the Agent and a Lender under or in connectionwith the Finance Documents may be made by electronic mail or other electronicmeans, if the Agent and the relevant Lender:

##### (i)                                     agreethat, unless and until notified to the contrary, this is to be an accepted formof communication;

##### (ii)                                  notifyeach other in writing of their electronic mail address and/or any otherinformation required to enable the sending and receipt of information by thatmeans; and

##### (iii)                               notifyeach other of any change to their address or any other such informationsupplied by them.

#### (b)                                 Anyelectronic communication made between the Agent and a Lender will be effectiveonly when actually received in readable form and in the case of any electroniccommunication made by a Lender to the Agent only if it is addressed in such amanner as the Agent shall specify for this purpose.

### 32.6.                        **English language**

#### (a)                                  Anynotice given under or in connection with any Finance Document must be inEnglish.

#### (b)                                 Allother documents provided under or in connection with any Finance Document mustbe:

##### (i)                                     inEnglish; or

##### (ii)                                  ifnot in English, and if so required by the Agent, accompanied by a certifiedEnglish translation and, in this case, the English translation will prevailunless the document is a constitutional, statutory or other official document.

## 33.                                 **CALCULATIONSAND CERTIFICATES**

### 33.1.                        **Accounts**

In any litigation or arbitration proceedings arising out of or inconnection with a Finance Document, in the absence of manifest error the entriesmade in the accounts maintained by a Finance Party are *prima facie* evidence of the matters towhich they relate.

### 33.2.                        **Certificates and Determinations**

Any certification or determination by a Finance Party of a rate oramount under any Finance Document is, in the absence of manifest error,conclusive evidence of the matters to which it relates.

### 33.3.                        **Day count convention**

Any interest, commission or fee accruing under a Finance Document willaccrue from day to day and is calculated on the basis of the actual number ofdays elapsed and a year of 360 days.

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## 34.                                 **PARTIALINVALIDITY**

If, at any time, any provision of the Finance Documents is or becomesillegal, invalid or unenforceable in any respect under any law of anyjurisdiction, neither the legality, validity or enforceability of the remainingprovisions nor the legality, validity or enforceability of such provision underthe law of any other jurisdiction will in any way be affected or impaired.

## 35.                                 **REMEDIES ANDWAIVERS**

No failure to exercise, nor any delay in exercising, on the part of anyFinance Party, any right or remedy under the Finance Documents shall operate asa waiver, nor shall any single or partial exercise of any right or remedyprevent any further or other exercise or the exercise of any other right orremedy. The rights and remedies provided in this Agreement are cumulative andnot exclusive of any rights or remedies provided by law.

## 36.                                 **AMENDMENTSAND WAIVERS**

### 36.1.                        **Required consents**

#### (a)                                  Subjectto Clause 36.2 (*Exceptions*) any term of theFinance Documents may be amended or waived only with the consent of theMajority Lenders and the Obligors and any such amendment or waiver will bebinding on all Parties.

#### (b)                                 TheAgent may effect, on behalf of any Finance Party, any amendment or waiverpermitted by this Clause.

### 36.2.                        **Exceptions**

#### (a)                                  Anamendment or waiver that has the effect of changing or which relates to:

##### (i)                                     thedefinition of “Majority Lenders” in Clause 1.1 (*Definitions*);

##### (ii)                                  anextension to the date of payment of any amount under the Finance Documents;

##### (iii)                               areduction in the Margin or a reduction in the amount of any payment ofprincipal, interest, fees or commission payable;

##### (iv)                              anincrease in or an extension of any Commitment;

##### (v)                                 achange to the Borrowers or Guarantors;

##### (vi)                              anyprovision which expressly requires the consent of all the Lenders;

##### (vii)                           Clause2.2 (*Finance Parties’ rights and obligations*),Clause 24 (*Changes to the Lenders*) or thisClause 36,

shall not be made without the prior consent of all the Lenders.

#### (b)                                 Anamendment or waiver which relates to the rights or obligations of the Agent orthe Mandated Lead Arranger may not be effected without the consent of the Agentor the Mandated Lead Arranger.

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## 37.                                 **COUNTERPARTS**

Each Finance Document may be executed in any number of counterparts,and this has the same effect as if the signatures on the counterparts were on asingle copy of the Finance Document.

# **SECTION 12GOVERNING LAW AND ENFORCEMENT**

## 38.                                 **GOVERNINGLAW**

This Agreement is governed by English law.

## 39.                                 **ENFORCEMENT**

### 39.1.                        **Jurisdiction**

#### (a)                                  Thecourts of England have exclusive jurisdiction to settle any dispute arising outof or in connection with this Agreement (including a dispute regarding theexistence, validity or termination of this Agreement) (a “**Dispute**”).

#### (b)                                 TheParties agree that the courts of England are the most appropriate andconvenient courts to settle Disputes and accordingly no Party will argue to thecontrary.

#### (c)                                  ThisClause 39.1 is for the benefit of the Finance Parties only. As a result, noFinance Party shall be prevented from taking proceedings relating to a Disputein any other courts with jurisdiction. To the extent allowed by law, theFinance Parties may take concurrent proceedings in any number of jurisdictions.

### 39.2.                        **Service of process**

Without prejudice to any other mode of service allowed under anyrelevant law, each Obligor:

#### (a)                                  irrevocablyappoints Luxottica UK Ltd. as its agent for service of process in relation toany proceedings before the English courts in connection with any FinanceDocument; and

#### (b)                                 agreesthat failure by a process agent to notify the relevant Obligor of the processwill not invalidate the proceedings concerned.

**ThisAgreement has been entered into on the date stated at the beginning of thisAgreement.**

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**SCHEDULE2**

**CONDITIONSPRECEDENT**

**Part I**

**Conditionsprecedent to initial Utilisation**

**1.**                                      Obligors

(a)

(i)                                     A copy of the constitutional documents ofthe US Borrower.

(ii)                                  In respect of each Obligor which is acompany incorporated under the laws of Italy:

(1)                                  a copy of the relevant deed ofincorporation (*atto costitutivo*);

(2)                                  a copy of the current by-laws (*statuto*); and

(3)                                  a certificate of registration (*certificato di iscrizione*) of the relevantObligor with the competent companies’ register dated not earlier than 5 daysbefore the execution of this Agreement, mentioning the absence of anyinsolvency procedures affecting such Obligor.

(b)                                 A copy of a resolution of the board ofdirectors of each Obligor:

(i)                                     approving the terms of, and thetransactions contemplated by, the Finance Documents to which it is a party andresolving that it execute the Finance Documents to which it is a party;

(ii)                                  authorising a specified person or personsto execute the Finance Documents to which it is a party on its behalf; and

(iii)                               authorising a specified person orpersons, on its behalf, to sign and/or despatch all documents and notices(including, if relevant, any Utilisation Request and Selection Notice) to besigned and/or despatched by it under or in connection with the FinanceDocuments to which it is a party.

(c)                                  A specimen of the signature of eachperson authorised by the resolution referred to in paragraph (b) above.

(d)                                 A certificate of each Obligor confirmingthat borrowing or guaranteeing, as appropriate, the Facility A Commitments andthe Facility C Commitments in the case of the Italian Borrower and the FacilityB Commitments and the Facility C Commitments in the case of the US Borrowerwould not cause any borrowing, guaranteeing or similar limit binding on anyObligor to be exceeded.

(e)                                  A certificate of an authorised signatoryof the relevant Obligor certifying that each copy document relating to itspecified in this Part 1 of Schedule 2 is correct, complete and in fullforce and effect as at a date no earlier than the date of this Agreement.

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**2.**                                      Legal opinions

(a)                                  A legal opinion of Studio LegaleAssociato, in associazione con Clifford Chance as to matters of English law (inthe form circulated to the Mandated Lead Arranger prior to the date of thisAgreement).

(b)                                 A legal opinion of Studio LegaleAssociato, in associazione con Clifford Chance as to matters of Italian law (inthe form circulated to the Mandated Lead Arranger prior to the date of thisAgreement).

(c)                                  A legal opinion of Allen & OveryStudio Legale Associato Milano addressed to the Lenders at the date of thisAgreement confirming that the Obligors incorporated in the Republic of Italyhave power and authority to execute this Agreement.

(d)                                 A legal opinion of Allen & OveryL.L.P. addressed to the Mandated Lead Arranger as legal advisers to the USBorrower as to matters of US Law.

**3.**                                      Other documents and evidence

(a)                                  Evidence that any process agent referredto in Clause 39.2 (*Service of process*)has accepted its appointment.

(b)                                 A copy of any other Authorisation orother document, opinion or assurance which the Agent considers to be necessaryor desirable (if it has notified the Italian Borrower accordingly) inconnection with the entry into and performance of the transactions contemplatedby any Finance Document or for the validity and enforceability of any FinanceDocument.

(c)                                  The Original Financial Statements.

(d)                                 Acceptance by the Borrower of theDocumento di Sintesi.

(e)                                  Evidence that the fees, costs andexpenses then due from the Borrowers on or prior to the first Utilisation Datepursuant to Clause 12 (*Fees*) andClause 17 (*Costs and expenses*)have been paid or will be paid by the first Utilisation Date.

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**Part II**

**Conditionsprecedent to Facility B initial Utilisation**

(a)                                  Evidence that immediately following thefirst Utilisation under the Facility B and application of the proceeds by thePaying Agent (as defined in the merger agreement referred to in paragraph (f) below),the Acquisition will be completed.

(b)                                 Evidence that all governmental andregulatory consents and other clearances (including, but not limited to, taxclearances) and all third party consents and approvals required under theAcquisition Documents have been obtained.

(c)                                  A funds flow statement in a form agreedto by the Agent detailing the proposed movement of funds to be applied towardsthe Total Consideration.

(d)                                 A certificate of the US Borrower (signedby an Authorised Signatory) confirming that entering into the AcquisitionDocuments (and the performance of the relevant transactions thereunder) wouldnot conflict with: (i) any law or regulation applicable to it or Target, (ii) itsor Target’s or any of its Subsidiaries constitutional documents, and (iii) anyagreement or instrument binding upon Target or any of its or Target’sSubsidiaries or any of its Subsidiaries’ assets except any such conflict thatwould not be reasonably expected to have a Material Adverse Effect.

(e)                                  A structure chart in a form agreed by theAgent showing the corporate structure of the Group (including Target and its Subsidiaries)immediately following the Acquisition.

(f)                                    A copy of the merger agreement dated asof 23 January 2004 between, *inter alia*,the Italian Borrower and Target.

(g)                                 A copy of the latest available auditedconsolidated financial statements of Target and the latest available quarterlyfinancial statements in each case of Target.

 

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**SIGNATURES**

**THEORIGINAL BORROWERS**

**LUXOTTICAGROUP S.p.A.**

by:  ENRICO CAVATORTA

Address:  VIA CANTU, 2, 20123, MILAN, ITALY

Fax:  +39 02 86996550 / +39 02 874893

Attention:  ENRICO CAVATORTA / SARA FRANCESCUTTO

**LUXOTTICAU.S. HOLDINGS CORP.**

 by: ENRICO CAVATORTA

Address:  44, HARBOUR PARK DRIVE, PORT WASHINGTON, NEWYORK, 11050, USA

Fax:  + 1 516 9183151 / + 1 516 4849010 / + 1 5169183151

Attention:  VITO GIANNOLA / MICHEAL BOXER / DAN SOCCI

**THEORIGINAL GUARANTORS**

**LUXOTTICAGROUP S.p.A.**

by:  ENRICO CAVATORTA

Address:  VIA CANTU, 2, 20123, MILAN, ITALY

Fax:  +39 02 86996550 / +39 02 874893

Attention:  ENRICO CAVATORTA / SARA FRANCESCUTTO

**LUXOTTICAU.S. HOLDINGS CORP.**

by:  ENRICO CAVATORTA

Address: 44, HARBOUR PARKDRIVE, PORT WASHINGTON, NEW YORK, 11050, USA

Fax: + 1 516 9183151 / +1 516 4849010 / + 1 516 9183151

Attention: VITO GIANNOLA/ MICHEAL BOXER / DAN SOCCI

**LUXOTTICAS.r.l.**

by:  ENRICO CAVATORTA

Address:  VIA CANTU, 2, 20123, MILAN, ITALY

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Fax:  +39 02 86996550 / +39 02 874893

Attention:  ENRICO CAVATORTA / SARA FRANCESCUTTO

**THEAGENTS**

**UNICREDITOITALIANO S.p.A., NEW YORK BRANCH**

by:  HORACIO MARTINEZ

Address:  430 PARK AVENUE 9th FLOOR, NEW YORK, NY 10022, UNITED STATES OFAMERICA

Fax.:  00 1 212 8268623

Attention:  NICOLA LONGO DENTE / BESNICK BACKA (CREDITDEPT) - DENNIS MCKEON (LOAN ADMINISTRATION DEPT)

**UNICREDITBANCA D’IMPRESA S.p.A.**

by:  PAOLO SPADA

Address:  PRESIDIO TERRITORIALE POOL LOMBARDIA 6606,VIALE BODIO 29, 20158, MILAN, ITALY

Fax:  +39 02 3772 4460

Attention:  MRS LUCIANA SILVERA

**THE MANDATEDLEAD ARRANGERS**

**ABN AMROBANK N.V.**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

**BANCAINTESA S.p.A.**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

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**BANCOF AMERICA SECURITIES LIMITED**

by:  STEPHAN JANES

Address:

Fax:

Attention:

**CITIGROUPGLOBAL MARKETS LIMITED**

by:  KIM MCNAMARA

Address:

Fax:

Attention:

**HSBCBANK PLC**

by:  JOHN HAIRE

Address:

Fax:

Attention:

**MEDIOBANCA- BANCA DI CREDITO FINANZIARIO S.p.A.**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

**THEROYAL BANK OF SCOTLAND PLC**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

107

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**UNICREDITBANCA MOBILIARE S.p.A.**

by:  HORACIO MARTINEZ

Address:

Fax:

**THEORIGINAL LENDERS**

**ABN AMROBANK N.V., MILAN BRANCH**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

**ABN AMROBANK N.V.**

Facility Office for USBorrower:

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

**BANCAINTESA S.p.A.**

Facility Office for USBorrower:

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

108

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**BANKOF AMERICA, N.A., MILAN BRANCH**

by:  STEPHAN JANES

Address:

Fax:

Attention:

**BANK OFAMERICA, N.A.**

Facility Office for USBorrower:

by:  STEPHAN JANES

Address:

Fax:

Attention:

**CITIBANK,N.A., MILAN BRANCH**

by:  KIM MCNAMARA

Address:

Fax:

Attention:

**CITIBANK,N.A.**

Facility Office for USBorrower:

by:  KIM MCNAMARA

Address:

Fax:

Attention:

109

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**HSBCBANK PLC, MILAN BRANCH**

by:  JOHN HAIRE

Address:

Fax:

Attention:

**HSBCBANK PLC**

Facility Office for USBorrower:  London

by:  JOHN HAIRE

Address:

Fax:

Attention:

**MEDIOBANCA- BANCA DI CREDITO FINANZIARIO S.p.A.**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

**THEROYAL BANK OF SCOTLAND PLC, MILAN BRANCH**

by:  ROSSELLA SCHIAVINI / HORACIO MARTINEZ

Address:

Fax:

Attention:

**THEROYAL BANK OF SCOTLAND PLC**

Facility Office for USBorrower:

by: HORACIO MARTINEZ

Address:

Fax:

110

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Attention:

**UNICREDITBANCA D’IMPRESA S.p.A.**

by:  PAOLO SPADA

Address:

Fax:

Attention:

**UNICREDITOITALIANO S.p.A., NEW YORK BRANCH**

by:  HORACIO MARTINEZ

Address:

Fax:

Attention:

 

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