CONFORMED COPY

740,000,000 AND US$325,000,000
FACILITIES AGREEMENT
Dated 3 June 2004
for
LUXOTTICA GROUP S.p.A.
AND
LUXOTTICA U.S. HOLDINGS CORP.
arranged by

ABN AMRO BANK N.V., BANCA INTESA S.p.A., BANC OF AMERICA SECURITIES
LIMITED, CITIGROUP GLOBAL MARKETS LIMITED, HSBC BANK PLC,
MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.p.A., THE ROYAL BANK OF
SCOTLAND PLC AND UNICREDIT BANCA MOBILIARE S.p.A.

with

UNICREDITO ITALIANO S.p.A., NEW YORK BRANCH

UNICREDIT BANCA DIMPRESA S.p.A.

acting as Agents

MULTICURRENCY TERM AND REVOLVING FACILITIES
AGREEMENT

CONTENTS

Clause

THIS AGREEMENT is made in London on 3 June 2004 and between:

(1)                            LUXOTTICA GROUP S.p.A., as borrower (the Italian Borrower);

(2)                            LUXOTTICA U.S. HOLDINGS CORP., as borrower (the US Borrower and, together with the Italian Borrower, the Borrowers);

(3)                            LUXOTTICA GROUP S.p.A., LUXOTTICA S.r.l. and LUXOTTICA U.S. HOLDINGS CORP. as original guarantors (the Original Guarantors);

(4)                            ABN AMRO BANK N.V., BANCA INTESA S.p.A., BANC OF AMERICA SECURITIES LIMITED, CITIGROUP GLOBAL MARKETS LIMITED, HSBC BANK PLC, MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.p.A., THE ROYAL BANK OF SCOTLAND PLC AND UNICREDIT BANCA MOBILIARE S.p.A., as mandated lead arrangers (whether acting individually or together, the Mandated Lead Arranger);

(5)                            THE FINANCIAL INSTITUTIONS listed in Part II, Part III and Part IV of Schedule 1 (The Original Parties) as lenders (the Original Lenders);

(6)                            UNICREDIT BANCA DIMPRESA S.p.A., as agent of the other Finance Parties, under Facility A and Facility C (in so far as the currency specified in any Facility C Utilisation Request is the Base Currency (as such terms are defined below)) (the Italian Agent); and

(7)                            UNICREDITO ITALIANO S.p.A., NEW YORK BRANCH, as agent of the other Finance Parties under Facility B and under Facility C (in so far as the currency specified in any Facility C Utilisation Request is the Optional Currency (as such terms are defined below)) (the US Agent and, together with the Italian Agent, the Agents)).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.                                 DEFINITIONS AND INTERPRETATION

1.1                           Definitions

In this Agreement:

Accession Letter means a document substantially in the form set out in part 2 of Schedule 12 (Additional Guarantors).

Acquisition means the acquisition by the US Borrower (directly or indirectly through the SPV) of the Target.

Acquisition Documents means all documents setting out the agreement between the US Borrower or, as the case may be SPV with respect to the Acquisition.

3

Additional Cost Rate has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

Additional Guarantor means any member of the Group which becomes a Guarantor in accordance with Clause 18.11 (Additional Guarantors)

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Agency Fee Letters means each of (i) the letter dated on or about the date of this Agreement between the Italian Borrower and the Italian Agent relating to the payment by the Italian Borrower of the agency fee to the Italian Agent as set out in such letter and (ii) the letter dated on or about the date of this agreement between the US Borrower and the US Agent relating to the payment by the US Borrower of the agency fee as set out in such letter.

Agents Spot Rate of Exchange means (in relation to Facility C) the spot rate of exchange on a particular day for the purchase of the Optional Currency with the Base Currency quoted by the European Central Bank on Reuters page ECB37 or, if such page or such service shall cease to be available, such other page or such other service for the purpose of displaying an average rate of exchange as the Agent after consultation with the Lenders and the Borrower, shall select.

Agreed Exceptions means with respect to any action, proceeding or procedure referred to in Clause 23.7 (Insolvency Proceedings) and Clause 23.8 (Creditors Process and final judgment) (each a relevant procedure):

(a)                                      the relevant procedure is discharged within 30 days of its commencement; or

(b)                                     on or prior to the end of the 30 day period mentioned in (a) above it is demonstrated to the satisfaction of the Majority Lenders (in their discretion but acting in good faith) that:

(i)                        the relevant procedure is frivolous and vexatious and is being duly defended in good faith and by appropriate proceedings; or

(ii)                     the relevant procedure is being duly defended in good faith and by appropriate proceedings and any Borrower or the relevant Obligor has sufficient funds to meet the maximum potential liability which may result from such proceedings,

and (in any event) within 60 days of the end of the 30 day period mentioned in (a) above, the relevant procedure is discharged.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

Authorised Signatory means the persons listed in Schedule 10 (Authorised Signatories) and any other person authorised to execute any document on behalf of the Italian Borrower and/or the US Borrower (as the case may be), as is from time to time