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

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

(b)                                 if the ratio of Consolidated Total Net Debt to Consolidated EBITDA, as set out at any time other than during the Relevant Pro-Forma Period in the Consolidated Financial Statements or in the Consolidated Quarterly Financial Statements (as the case may be) or during the Pro-Forma Relevant Period as set out in the Consolidated Pro-Forma Financial Statements or in the Consolidated Quarterly Pro-Forma Financial Statements (as the case may be), in each case, most recently delivered in accordance with Clause 20.1 (Financial Statements) of this Agreement (including for the avoidance of doubt the Consolidated Quarterly Financial Statements for the quarter 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 in the margin grid table below:

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

(c)                                  if at any time an Event of Default has occurred and is continuing the Margin shall be 0.40 per cent. per annum;

(d)                                 the change to the Margin set out in paragraph (c) above shall apply from and including the date on which an Event of Default has occurred or come into existence until but excluding the date on which such Event of Default is no longer continuing.

11

“