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

3             Other documents and evidence

(a)           A copy of any other Authorisation or other document and/or opinion which has been expressly assumed and/or relied upon by the legal counsel to the Borrower and Luxottica U.S. Holdings Corp. (as to matters of both Italian and US law) for the purposes of rendering the opinions under (b) and (c) of paragraph 2. (Legal Opinion) above.

(b)          The Original Financial Statements.

(c)           Evidence that the fees, costs and expenses then due from the Borrower on or prior to the first Utilisation Date including (i) costs, expenses and legal fees incurred in connection with the preparation, negotiation, printing and execution of the Finance Documents as separately agreed by the Mandated Lead Arrangers and the Borrower and documented; and (ii) those pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

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(a)                                  Evidence that the Borrower has reduced the Total Commitments from U.S.$ 500,000,000  to U.S.$ 150,000,000.

(b)                                 A copy of any duly executed prepayment notice as required under clause 7.7 (Voluntary prepayment of Loans) of the Original Facility Agreement.

(c)                                  Evidence that the fees, costs and expenses then due from the Borrower on or prior to the Effective Date pursuant to Clause 6 (Transaction expenses) and Clause 7 (Fees) have been paid or will be paid on or prior to the Effective Date.

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(a)                                Evidence that any process agent referred to in Clause 39.2 (Service of process) has accepted its appointment.

(b)                               A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(c)                                The Original Financial Statements.

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(a)           Evidence that any process agent referred to in Clause 39.2 (Service of process) has accepted its appointment.

(b)          A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Italian Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(c)           The Original Financial Statements.

(d)          Acceptance by the Italian Borrower of the Documento di Sintesi.

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(a)                                  Evidence that the amendment fee due on the date hereof from the Borrowers pursuant to the letter from the Italian Borrower to the Agents dated 30 January 2006 has been paid to the Agents.

(b)                                 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transaction contemplated by this Agreement or for the validity and enforceability of this Agreement.

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