** **

**EXHIBIT 4.16**

 

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

 

**Summary of the main commercial terms andconditions (English Language Summary)**

 
| **Borrower:**           | Luxottica Group S.p.A.                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Guarantor:**          | Luxottica US Holdings Corporation                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Group:**              | Luxottica  Group S.p.A and its subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Material Subsidiary** | A subsidiary of the Borrower whose total  assets or turnover (excluding intra-Group items) equal or exceed 5 per cent  of the consolidated total assets or turnover of the Group. For this purpose:                                                                                                                                                                                                                                                   |
| ** **              | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              | (a) the  total assets or turnover of a subsidiary of the Borrower will be determined  from its financial statements (consolidated if it has subsidiaries) upon  which the latest audited financial statements of the Group have been based;                                                                                                                                                                                                      |
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **              | (b) if  a subsidiary of the Borrower becomes a member of the Group after the date on  which the latest consolidated financial statements or the consolidated  quarterly financial statements (as the case may be) of the Group have been  prepared, the total assets or turnover of that Subsidiary will be determined  from its latest financial statements;                                                                                    |
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **              | (c) the  consolidated total assets or turnover of the Group will be determined from  the latest consolidated financial statements or consolidated quarterly  financial statements (as the case may be), adjusted on any quarter date  (where appropriate) to reflect the total assets or turnover of any company or  business subsequently acquired or disposed of; and                                                                          |
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **              | (d) if  a Material Subsidiary disposes of all or substantially all of its assets to  another subsidiary of the Borrower, it will immediately cease to be a  Material Subsidiary and the other subsidiary (if it is not already) will  immediately become a Material Subsidiary; the subsequent financial statements  of those subsidiaries and the Group will be used to determine whether those  subsidiaries are Material Subsidiaries or not. |
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Facility Agent**      | Intesa  Sanpaolo S.p.A.                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Lenders:**            | Intesa Sanpaolo S.p.A., for a  maximum amount equal to Euro 150,000,000.00                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **              | Banca Popolare di Vicenza S.c.p.A., for a maximum  amount equal to Euro 50,000,000.00                                                                                                                                                                                                                                                                                                                                                                 |

 

1

----

 
| ** **                       | Banca Antonveneta S.p.A.,  for a maximum amount equal to Euro 50,000,000.00                                                                                           |
|----------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                       |                                                                                                                                                                  |
| **Facility and Maximum Amount:** | Euro 250,000,000 revolving credit facility.                                                                                                                           |
| ** **                       |                                                                                                                                                                  |
| **Purpose:**                     | Financing of capital expenditures of the Borrower  and of working capital of the Group.                                                                               |
| ** **                       |                                                                                                                                                                  |
| **Final Maturity Date:**         | 5 years from the date of execution of documentation  for the Facility (the **Signing Date**).                                                                         |
| ** **                       |                                                                                                                                                                  |
| **Availability Period:**         | 3 years from the Signing Date.                                                                                                                                        |
| ** **                       |                                                                                                                                                                  |
| **Repayment:**                   | The amounts outstanding under the Facility  as at the end of the Availability Period will be repaid in 8 (eight)  quarterly instalments as set out in the grid below: |

 
| **Repayment Date** | ** ** | **% Amount of the Facility to be repaid** | ** ** |
|-------------------------|------------|------------------------------------------------------------------------------|------------|
| ** **              | ** ** | ** **                                                                   | ** ** |
| 29 August 2011     |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 29 November 2011   |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 29 February 2012   |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 29 May 2012        |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 29 August 2012     |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 29 November 2012   |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 1 March 2013       |       | 12                                                                           | %          |
|                    |       |                                                                         |       |
| 29 May 2013        |       | 16                                                                           | %          |

 
| **Interest Rate:**       | The aggregate of (i) the relevant of  the Interest Rate Basis and (ii) the applicable Margin                                                                                                                                                                                                                                                                                                 |
|--------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **               |                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Interest Rate Basis:** | Euro Interbank Offered Rate (EURIBOR)                                                                                                                                                                                                                                                                                                                                                                  |
| ** **               |                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Margin:**              | From the Signing Date up to and including  30 September 2008, the Margin will be 60 bps.

 

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

 

2

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| **Consolidated  Total Net Debt/  Consolidated EBITDA** |   | **Margin  per annum (bps)** | ** ** |
|--------------------------------------------------------|--------|-----------------------------|------------|
| ** **                                             |   | ** **                  | ** ** |
| <1.5x                                               |   | 40                          |       |
|                                                   |   |                        |       |
| >1.5x and <2.0x                                  |   | 45                          |       |
|                                                   |   |                        |       |
| >2.0x and <2.5x                                  |   | 50                          |       |
|                                                   |   |                        |       |
| >2.5x and <3.0x                                  |   | 55                          |       |
|                                                   |   |                        |       |
| >3.0x                                               |   | 60                          |       |

 
| **Interest Periods:**        | 1, 2, 3 or 6 months at the option of the  Borrower or such other periods as may be agreed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Default interest**         | 150 bps                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Arrangement and**          | Euro 875,000.00 entirely payable at the  Signing Date as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Underwriting Fee**         | (i) Euro 525,000.00 to Intesa Sanpaolo S.p.A.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                   | (ii) Euro 175,000.00 to Banca Popolare di  Vicenza S.c.p.A.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                   | (iii) Euro 175,000.00 to Banca Antonveneta S.p.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Agency Fee**               | Euro 25,000.00 payable to the Facility Agent  annually in advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Commitment Fee:**          | From the date falling 30 days after the Signing Date  up to and including the end of the Availability Period, 1/3 of the applicable  Margin payable quarterly in arrears on the available undrawn amount of the  Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Cancellation/Prepayment:** | *(a) Voluntary Cancellation and  Prepayment:*The Borrower will be  allowed to cancel without penalty in whole or in part in respect of the  undrawn amount of the Facility in minimum amounts of Euro 10 million and  multiples of Euro 5 million subject to 5 business days irrevocable notice to  the Facility Agent. In addition amounts outstanding under the Facility may be  prepaid without penalty in minimum amounts of Euro 10 million and multiples  of Euro 5 million or in an amount equal to the outstanding amount of the  Facility, subject to 5 business days irrevocable notice to the Facility Agent  and the payment of breakage costs if applicable. |
| ** **                   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                   | *(b) Increased Costs, Tax Gross Up and  Tax indemnity:*  the Borrower may cancel the commitment of  and prepay any Lender that makes a claim under these provisions or require  the Lender to transfer its commitment and participation to one or more  existing or newly introduced Lender(s) willing to assume it.                                                                                                                                                                                                                                                                                                                                            |
| ** **                   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Mandatory Prepayment:**    | Mandatory prepayment on:

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

 

3

----

 
| ** **                | person or an entity or various persons or  entities acting in concert and not related to the Del Vecchio family or any  entity in which the Del Vecchio family has a beneficial interest acquires  control of the Luxottica Group S.p.A., and (ii) the majority lenders  (being lenders representing in aggregate an interest in 66 2/3 per cent. of  the Facility) determine that such entity or entities acting in concert are of  reputation that gives them reason to believe that the Facility will not be  repaid as and when due.                      |
|---------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | For the purposes of this paragraph, **control**has the meaning given to it pursuant to article  2359 of the Italian civil code and article 93 of the consolidated financial  act (d.lgs. 24 February 1998, n. 58); and                                                                                                                                                                                                                                                                                                                                        |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | (b) *Illegality*:  as a result of illegality unless the illegality can be resolved by the  relevant Lender transferring its participation to one or more existing or  newly introduced Lender(s) willing to assume it, in which case it must  do so at the Borrower’s request.                                                                                                                                                                                                                                                                      |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Financial Statements:** | Luxottica Group S.p.A. shall supply to the  Facility Agent, among other things:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | its annual audited consolidated financial  statements based on US GAAP; and |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | its quarterly consolidated financial  statements based on US GAAP. |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Financial Covenants:**  | 1) Consolidated Total Net Debt to  Consolidated EBITDA not to exceed or be equal to 3.5x times.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | 2) Consolidated EBITDA to Consolidated Net  Finance Charges not to fall below 5.0x times.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | Financial Covenants shall be tested  quarterly for each financial year on the basis of the consolidated financial  statements of Luxottica Group S.p.A. which shall based on US GAAP.                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | For the  purpose of the financial covenants:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | Consolidated  EBITDA means, in respect of any relevant period, the consolidated income from  operations of the Group for that relevant period after adding back all  amounts for operations for amortisation and extraordinary or non-recurring  items, as determined from the consolidated financial statements or the  consolidated quarterly financial statements (as the case may be). It  includes, on a pro-forma basis, also the relevant results of each other company  or business acquired by a member of the Group in the course of a relevant  period. |
| ** **                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                | Consolidated  Net Finance Charges means, for any relevant period, the consolidated amount  of interest expense of the Group, minus interest income.                                                                                                                                                                                                                                                                                                                                                                                                                |

 

4

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| ** **                         | Consolidated  Total Net Debt means, for any relevant period, as determined from the  consolidated financial statements or the consolidated quarterly financial  statements (as the case may be), the sum of:                        |
|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (i)                                                                                                                                                                                                                                 | bank  overdrafts; plus |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (ii)                                                                                                                                                                                                                                | current  portion of long term notes; plus |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (iii)                                                                                                                                                                                                                               | current  portion of long term debt; plus |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (iv)                                                                                                                                                                                                                                | long  term notes; plus |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (v)                                                                                                                                                                                                                                 | long term debt, |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | less:                                                                                                                                                                                                                               |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (vi)                                                                                                                                                                                                                                | cash and cash equivalents; and |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (vii)                                                                                                                                                                                                                               | cash held as security against loans and  other bank indebtedness. |
| ** **                         |                                                                                                                                                                                                                                |
| **Taxes and other Deductions:**    | All payments will be made by the Borrower  (subject to deductions usual conditions) free and clear of any taxes, levies,  duties and any other deductions whatsoever imposed.                                                       |
| ** **                         |                                                                                                                                                                                                                                |
| **Representations and warranties** | (a) duly incorporation of the Borrower  and validly existence under the law of its jurisdiction of incorporation                                                                                                               |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (b) power and authority of the  Borrower to enter into the Finance Documents                                                                                                                                                   |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (c) legal, valid and binding  obligations assumed by the Borrower in the Finance Documents subject to usual  legal reservations                                                                                                |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (d) non-conflict of the Finance  Documents with laws and regulations applicable to the Borrower, its by-laws  and other obligations binding for the Borrower or its assets                                                     |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (e) all authorisations for the  execution of the Finance Documents by the Borrower in place                                                                                                                                    |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (f) most recent consolidated financial  statements delivered to the Facility Agent prepared in accordance with US  GAAP and fairly representing the financial conditions of the Borrower                                       |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (g) no adverse circumstance relating  to validity, subsistence or use of any of the intellectual property of the  Borrower or of any Material Subsidiary which could reasonably be expected to  have a Material Adverse Effect |
| ** **                         |                                                                                                                                                                                                                                |
| ** **                         | (h) no default by the Borrower or a  Material Subsidiary under any other agreement or instrument which could  reasonably be expected to have a Material Adverse Effect                                                         |

 

5

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| ** **               | (i) no  litigation - other than the one reported in the consolidated financial  statement relating to financial year 2007 - started or threatened in writing  against the Borrower or any of its subsidiaries which are reasonably likely  to be adversely determined and, if adversely determined, are likely to have a  Material Adverse Effect |
|--------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (j) no insolvency proceedings or  voluntary liquidation procedure started or pending vis-à-vis the Borrower or  any of its subsidiaries                                                                                                                                                                                                      |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (k) no contractual subordination of  the obligations of the Borrower under the Finance Documents to other monetary  obligations save for privileges created by operation of law                                                                                                                                                                   |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (l) no Event of Default outstanding or  reasonably be expected to result from the making of any Utilisation                                                                                                                                                                                                                                       |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (m) factual information given by the  Borrower to the Facility Agent and the Lenders pursuant to the Credit  Agreement truth and substantially accurate as at the moment it is given                                                                                                                                                              |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| **General undertakings** | (a) no substantial change of business  of the Borrower from that carried on as at the date of the Credit Agreement  if such change is reasonably likely to have a Material Adverse Effect                                                                                                                                                         |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (b) no demerger, merger or corporate  reconstruction of the Borrower or its Material Subsidiary save for, inter  alia, the ones permitted by the Majority Lenders or carried out on solvent  basis                                                                                                                                                |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (c) no loans made or guarantees given  by any member of the Group (except the Borrower and the Guarantor) to third  parties save for, inter alia, loans made to other members of the Group and  guarantees given in the interest of other members of the Group                                                                                    |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (d) compliance by the Borrower with  laws applicable to it, if failure so to comply is reasonably likely to have a  Material Adverse Effect                                                                                                                                                                                                       |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (e) maintaining and not terminating by  the Borrower and its subsidiaries the intellectual property which is  necessary for the business of Group save when failure to do so is reasonably  likely to have a Material Adverse Effect                                                                                                              |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (f) compliance by the Borrower with  applicable environmental laws and obtaining and maintaining by it of any  environmental permits applicable where failure to do so is reasonably likely  to have a Material Adverse Effect.                                                                                                                   |
| ** **               |                                                                                                                                                                                                                                                                                                                                                   |
| ** **               | (g) maintaining by the members of the  Group of insurances on and in relation to its business and assets to the  extent as is usual for companies carrying on the same or substantially  similar business                                                                                                                                         |

 

6

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| ** **            | (h) arm’s length basis complied with  in transactions entered into between members of the Group                                                                                                                                                                                                                                                                                                 |
|-----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (i) cooperation by the Borrower with  the Facility Agent in assessing the circumstances giving rise to an Event of  Default                                                                                                                                                                                                                                                                          |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (j) no sale, lease, transfer or other  disposals of any asset by any member of the Group save for, inter alia, the  ones made in the ordinary course of the business of the disposing entity                                                                                                                                                                                                         |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (k) duly and timely payment of taxes  imposed upon the Borrower where failure to do so is reasonably likely to have  a Material Adverse Effect (save to the extent that payment is being contested  in good faith or such payment can be lawfully withheld)                                                                                                                                          |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (l) no segregation of assets by the  Borrower or any of its subsidiaries incorporated in Italy pursuant to  Articles 2447 bis and 2447 ter of the Italian civil code

 

(m) neither change of the centre of  main interests of the Borrower nor set up of its establishments in countries  other than Italy                                                                               |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Events of default** | (a) no timely and duly payment by the  Borrower of any amount payable pursuant to a Finance Document save for, inter  alia, strikes in the banking sector                                                                                                                                                                                                                                            |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (b) non-satisfaction of financial  covenants                                                                                                                                                                                                                                                                                                                                                         |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (c) violation of any obligation under  a Finance Documents (other than the ones under letters (a) and (b) above)  by the Borrower where such violation, if capable of remedy, is not remedied  within 15 business days after the earlier to occur of the date the Facility  Agent has given written notice thereof to the Borrower and the date the  Borrower has actual knowledge thereof |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (d) misrepresentation in violation of  any Finance Document by the Borrower where such misrepresentation, if capable  of remedy, is not remedied within 15 business days after the earlier to occur  of the date the Facility Agent has given written notice thereof to the  Borrower and the date the Borrower has actual knowledge thereof                                                         |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (e) the Borrower ceasing or  threatening in writing to cease to carry on all or a substantial part of its  business other than as a result of a merger or intra-group reorganisation  permitted under the terms of the Credit Agreement                                                                                                                                                              |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (f) the Borrower or any Material  Subsidiary becoming insolvent or entering into rescheduling agreements or a  moratorium being declared vis-à-vis any of their indebtedness                                                                                                                                                                                                                    |
| ** **            |                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **            | (h) an insolvency proceeding (save for  it is contested diligently and in                                                                                                                                                                                                                                                                                                                            |

 

7

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| ** **                    | good faith and withdrawn or rejected within  90 days) or a composition with creditors or a liquidation started or entered  into or resolved (as the case may be) by Borrower or any Material Subsidiary                                                   |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (i) any creditor’s process (*procedura esecutiva*) towards assets of a member of the  Group having an aggregate value of €25,000,000 save for it is contested  diligently and in good faith and withdrawn or rejected  within 90 days |
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (j) start of a litigation towards any  member of the Group which is reasonably likely to be adversely determined,  and if so determined is likely to have a Material Adverse Effect                                                                  |
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (k) cross-default in respect of any  financial indebtedness of the Borrower or of any Material Subsidiary save for  the aggregate amount of the relevant financial indebtedness being lower than  Euro 25,000,000.00                                 |
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (l) unlawfulness of any Finance  Document save for it is due to wilful misconduct or gross negligence of the  Lenders or the Facility Agent                                                                                                          |
| ** **                    |                                                                                                                                                                                                                                                      |
| **Material Adverse Effect**   | A material  adverse effect on:                                                                                                                                                                                                                            |
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (a) the  business, or financial condition of the Group taken as a whole;                                                                                                                                                                             |
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (b) the  ability of the Borrower to perform its payment obligations under the Finance  Documents; or                                                                                                                                                 |
| ** **                    |                                                                                                                                                                                                                                                      |
| ** **                    | (c) the  validity or enforceability of the Finance Documents or the rights or remedies  of any Lender or the Facility Agent under the Finance Documents                                                                                              |
| ** **                    |                                                                                                                                                                                                                                                      |
| **Miscellaneous Provisions:** | The Facility Agreement contains provisions  standard for investment grade financing relating to, among other things,  set-off, expenses and indemnities, evidence, communications, amendments and  waivers, confidentiality.                              |
| ** **                    |                                                                                                                                                                                                                                                      |
| **Governing Law:**            | Italian Law                                                                                                                                                                                                                                               |
| ** **                    |                                                                                                                                                                                                                                                      |
| **Exclusive jurisdiction**    | Court of Milan. Lenders and the Facility  Agent may also sue the Borrower before any other competent court.                                                                                                                                               |

 

8

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