Luxottica Group, S.p.A. (LUX)

Conditions precedent to Facility B initial Utilisation

(a)                                  Evidence that immediately following the first Utilisation under the Facility B and application of the proceeds by the Paying Agent (as defined in the merger agreement referred to in paragraph (f) below), the Acquisition will be completed.

(b)                                 Evidence that all governmental and regulatory consents and other clearances (including, but not limited to, tax clearances) and all third party consents and approvals required under the Acquisition Documents have been obtained.

(c)                                  A funds flow statement in a form agreed to by the Agent detailing the proposed movement of funds to be applied towards the Total Consideration.

(d)                                 A certificate of the US Borrower (signed by an Authorised Signatory) confirming that entering into the Acquisition Documents (and the performance of the relevant transactions thereunder) would not conflict with: (i) any law or regulation applicable to it or Target, (ii) its or Target’s or any of its Subsidiaries constitutional documents, and (iii) any agreement or instrument binding upon Target or any of its or Target’s Subsidiaries or any of its Subsidiaries’ assets except any such conflict that would not be reasonably expected to have a Material Adverse Effect.

(e)                                  A structure chart in a form agreed by the Agent showing the corporate structure of the Group (including Target and its Subsidiaries) immediately following the Acquisition.

(f)                                    A copy of the merger agreement dated as of 23 January 2004 between, inter alia, the Italian Borrower and Target.

(g)                                 A copy of the latest available audited consolidated financial statements of Target and the latest available quarterly financial statements in each case of Target.

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