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

Part 1
Conditions Precedent required to be delivered by an Additional Guarantor

1                                      An Accession Letter, duly executed by the Additional Guarantor and the Borrower.

2                                      A copy of the constitutional documents of the Additional Guarantor.

3                                      If required by law, regulation or by the constitutional documents, a copy of a resolution of the board of directors of the Additional Guarantor:

(a)                                approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)                               authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)                                authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

4                                      A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5                                      If required by law, regulation or by the constitutional documents, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6                                      A certificate of the Additional Guarantor (signed by a director) confirming that guaranteeing an amount of indebtedness equal to the higher of (a) the Total Commitments and (b) the maximum amount it is permitted to guarantee under any applicable law or regulation would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded and would constitute its legal, valid and binding obligations.

7                                      A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 1 of Schedule 12 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8                                      A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

9                                      If available, the latest audited financial statements of the Additional Guarantor.

10                               A legal opinion in form and substance acceptable to the Agent (acting reasonably) addressed to the Lenders confirming the due capacity and authority of the Additional Guarantor to enter into the Accession Letter and that the obligations assumed by it thereunder constitute its legal, valid and binding obligations.

100

Part 1
Conditions Precedent required to be delivered by an Additional Guarantor

1                                      An Accession Letter, duly executed by the Additional Guarantor and the Company.

2                                      A copy of the constitutional documents of the Additional Guarantor.

3                                      If required by law, regulation or by the constitutional documents, a copy of a resolution of the board of directors of the Additional Guarantor:

(a)                                approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)                               authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)                                authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

4                                      A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5                                      If required by law, regulation or by the constitutional documents, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6                                      A certificate of the Additional Guarantor (signed by a director) confirming that guaranteeing an amount of indebtedness equal to the higher of (a) the Total Commitments and (b) the maximum amount it is permitted to guarantee under any applicable law or regulation would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded and would constitute its legal, valid and binding obligations.

7                                      A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 1 of Schedule 12 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8                                      A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

9                                      If available, the latest audited financial statements of the Additional Guarantor.

10                               A legal opinion in form and substance acceptable to the Agent (acting reasonably) addressed to the Lenders confirming the due capacity and authority of the Additional Guarantor to enter into the Accession Letter and that the obligations assumed by it thereunder constitute its legal, valid and binding obligations.

102

Part 1
Conditions Precedent required to be delivered by an Additional Guarantor

1                                      An Accession Letter, duly executed by the Additional Guarantor and the Italian Borrower.

2                                      A copy of the constitutional documents of the Additional Guarantor.

3                                      If required by law, regulation or by the constitutional documents, a copy of a resolution of the board of directors of the Additional Guarantor:

(a)                                approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)                               authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)                                authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

4                                      A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5                                      If required by law, regulation or by the constitutional documents, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6                                      A certificate of the Additional Guarantor (signed by a director) confirming that guaranteeing an amount of indebtedness equal to the higher of (a) the Total Commitments and (b) the maximum amount it is permitted to guarantee under any applicable law or regulation would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded and would constitute its legal, valid and binding obligations.

7                                      A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 1 of Schedule 12 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8                                      A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

9                                      If available, the latest audited financial statements of the Additional Guarantor.

10                               A legal opinion in form and substance acceptable to the Agent (acting reasonably) addressed to the Lenders confirming the due capacity and authority of the Additional Guarantor to enter into the Accession Letter and that the obligations assumed by it thereunder constitute its legal, valid and binding obligations.

107