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EXHIBIT 4.1 SHARE SALE AND PURCHASE AGREEMENT BETWEEN WEATHER INVESTMENTS II S.A.R.L.  AND ENEL INVESTMENT HOLDING BV  AND ENEL S.p.A.  AND MR. NAGUIB SAWIRIS AND OS HOLDING AND APRIL HOLDING AND WEATHER INVESTMENTS S.R.L   IN RESPECT OF NO. 91,681,074 SHARES OF WIND TELECOMUNICAZIONI S.p.A.




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CONTENTS Articles:  1.

DEFINITIONS  INTERPRETATION2.

SALE OF THE SHARES3.

PURCHASE PRICE PAYMENT OF THE PURCHASE PRICE4.

CONDITION PRECEDENT TO THE CLOSING- MATERIALLY ADVERSE CHANGES5.

OBLIGATIONS OF THE PARTIES TO BE FULFILLED
PRIOR TO THE CLOSING  KEY EMPLOYEES6.

INTERIM MANAGEMENT7.

CLOSING8.

REPRESENTATIONS AND WARRANTIES BY ENEL AND THE SELLER9.

REPRESENTATIONS AND WARRANTIES BY THE BUYER10.

INDEMNIFICATION FOR BREACH OF THE
REPRESENTATIONS, WARRANTIES BY ENEL AND THE SELLER11.

REPRESENTATIONS AND WARRANTIES BY ENEL AND THE SELLER IN RELATION TO TELLAS SA AND
INDEMNIFICATION12.

OTHER COVENANTS OF THE PARTIES13.

MISCELLANEOUS14.

GOVERNING LAW AND JURISDICTION Page 2 of 40




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THIS AGREEMENT IS MADE IN LONDON ON MAY 26, 2005
by and between Enel Investment Holding BV, a company duly organised and validly existing under the laws of The
Netherlands, with its registered office at Amsterdam, Weteringschans 28, represented by its
Chairman, Mr. Biagio Cinelli by virtue of the resolution of the Board of Directors dated May 25,
2005, (hereinafter referred to as the Seller); and Enel S.p.A., an Italian company with its registered office at Rome, viale Regina Margherita n. 137,
corporate capital Euro 6,124,838,588.00, registered with the Register of Companies of Rome with
number 00811720580 (Enel), hereby represented by Mr. Carlo Tamburi, born in Rome, Italy, on 1
January 1959, duly empowered pursuant to a power of attorney dated May 25, 2005, (hereinafter
referred to as Enel); - on one hand - and Weather Investments II S.a.r.l.,a company duly organised and validly existing under the laws of
Luxembourg, with its registered office at 65, Boulevard Grande-Duchesse Charlotte, L-1331
Luxembourg, represented by its Manager Naguib Sawiris by virtue of its By-laws, (hereinafter
referred to as the Buyer); and Mr. Naguib Sawiris, born in Cairo, on 15 June, 1954, resident in Cairo, Nile City towers, Cornish
El Nile, Ramlet Beaulac, Cairo, Egypt (hereinafter also referred to as NS), and April Holding,a company incorporated under the laws of the Cayman Islands, whose registered office
is situated at M&C Corporate Services Ltd., P.O. Box 309GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands; and OS Holding,a company incorporated under the laws of the Cayman Islands, whose registered office is
situated at M&C Corporate Services Ltd., P.O. Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands; and Weather Investments S.r.l.,a company duly organised and validly existing under the laws of Italy,
with its registered office in Roma, Piazza dei SS. Apostoli 80, represented by its sole director
Mr. Alessandro Benedetti, born in Sassuolo, 13 July, 1961, (hereinafter referred to as the
Newco); Page 3 of 40




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- on the other hand - RECITALS:  (a)

Wind Telecomunicazioni S.p.A. is a company duly incorporated and validly organised under the
laws of Italy, with its registered offices at via Cesare Giulio Viola 48, fiscal code and
number of registration at the Register of the Companies of Rome no. 05410741002, with a
corporate capital, fully paid in, of Euro 146,100,000.00, divided into no. 146,100,000.00
ordinary shares (hereinafter referred to as the Company);(b)

the Seller owns no. 91,681,074 shares of the Company representing the 62.75% of the share
capital of the Company, and all the residual no. 54,418,926 shares representing 37.25% of the
share capital of the Company are owned by Enel;(c)

the Company directly and indirectly controls the companies indicated in Schedule A
(hereinafter referred to as the Subsidiaries);(d)

the Company is engaged worldwide, also through the Subsidiaries, in the business of fixed and
mobile telecommunication;(e)

based on the above and upon and subject to the terms and conditions contained herein, the
Seller intends to sell to the Buyer and the Buyer intends to purchase from the Seller, the
Shares;(f)

simultaneously with the execution of this agreement, Enel and the Buyer enter into a put and
call option agreement attached hereto as Schedule F (the Put and Call Option
Agreement), having as the subject matter no. 9,166,620 shares of the Company;(g)

Enel, in its capacity as controlling company of the Seller agrees to undertake certain
obligations and to release certain representations and warranties under this Agreement. NOW, THEREFORE, on the basis of the foregoing Recitals, which  together with the Schedules hereto
 are an integral and essential part of this Agreement, and the mutual covenants and undertakings
set forth herein, the Seller, Enel, the Buyer, NS, Newco, OS Holding, April Holding, (hereinafter
collectively referred to as the Parties or, individually, as the Party) agree as follows:  1.

DEFINITIONS  INTERPRETATION1.1

Definitions.Without prejudice to any other of the definitions and/or expression defined
elsewhere in this Agreement, the following terms and expressions shall have, in this
Agreement, the following meanings:Accounting Principles means the accounting principles provided for by the Italian Civil
Code as interpreted by the Consigli Nazionali degli Ordini dei Dottori Page 4 of 40




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Commercialisti e dei Ragionierior, in their absence, the accounting principles prepared by
the International Accounting Standards Committee (l.A.S.C.);Agreed Rate means an interest rate per annum equal to the interbank offered rate for
three (3) month Euro deposits shown at page EURIBOR01 of the Reuters screen (or such other
page as may replace that page) as being applicable on the first Business Day of each three
(3) month period (or fraction thereof) in respect of which interest is payable pursuant to
this Agreement, it being agreed that, for the purposes of this Agreement:  (i)

interest will be computed on the basis of the number of days actually elapsed
divided by 365;(ii)

if not paid on the last day of each three (3) month period (or, if such day is
not a Business Day, on the Business Day immediately preceding) interest will be
compounded as of such last day;(iii)

for the purposes hereof, the term month will mean the lapse of time beginning
on a given day of a calendar month and ending on the corresponding day of the following
calendar month or, if such month does not have a corresponding day, on the last day of
such month;  Agreement means this share sale and purchase agreement by and between the the Parties,
including its Recitals and Schedules, as it may be amended in writing from time to time;Antitrust Clearance: means (x) alternatively (i) the expiry of the 30 days period referred
to in article 16.4 of the law 287/90 without the issuance by the Autorità Garante della
Concorrenza e del Mercatoof any decision to open an investigation file (istruttoria); or
(ii) the communication of the decision of the AGCM not to open an investigation file; or
(iii) in the event that the AGCM opens an investigation file, the communication of the
conclusion of the investigation pursuant to article 18.2 of the law 287/90 within the terms
indicated in article 16.8 thereof, without requiring any amendment to the terms of this
Agreement and without any prohibition, in whole or in part, of the transaction provided for
by this Agreement; or (y) the clearance, authorisation, waiver or similar communication by
the EU Commission, if competent (the authorities listed under (x) and (y) above, to the
extent one of them is competent, hereinafter referred to as Antitrust Authority);Bidco means the wholly owned subsidiary of Pikco to be incorporated pursuant to Section
5.2 below;Business Day means any day in which the banks are normally open for business both in Milan
and in Rome;Closing means the completion of all the acts, operations and transactions indicated
in Article 7;Closing Date means the 30th Business Day following the satisfaction of all
Conditions (as defined in Section 4.1), provided that after 10 Business Days following the
satisfaction of all Conditions, interests shall accrue on the Purchase Price at the Agreed
Rate plus 300 basis points; Page 5 of 40




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Consolidated Balance Sheet means the consolidated balance sheet of the Wind Group relating
to the financial year ending on December 31, 2004, attached hereto as Schedule 1.1;Control has the meaning set forth in Article 2359 no. 1 of the Italian Civil Code and
Controlled shall be construed accordingly;Credit Facilities Agreement means the agreement entered into on or about the Execution
Date by Newco in order to refinance the Senior Facilities;Encumbrance means any charge, pledge, mortgage, sequestration, privilege, lien, usufruct,
right of interest of a third party;Execution Date means the date of the execution of this Agreement by the signatories of the
Parties;FincoLux 1 means the company to be incorporated pursuant to Section 5.4 below;
 
FincoLux 2 means the company to be incorporated pursuant to Section 5.5 below;Insurance Policies shall mean those insurance policies entered into by Enel in order to
cover also risks of the Wind Group listed under Schedule 8.1.12;Intellectual Property shall mean the intellectual property listed under Schedule 1.1
bis;Key Employees means the employees of the Company listed in Schedule 1.1ter;Knowledge if referred to the Seller or to Enel in the context of the warranties and
representations given by the same in this Agreement, shall mean the knowledge that the
directors of Enel should have according to the requirements set forth by Article 2497 of the
Italian Civil Code;Luxco means the wholly owned subsidiary of Newco to be incorporated pursuant to Section 5.3
below;Material Adverse Change means:  1)

with respect to the Senior Facilities any effect, event or matter (including
the loss of any significant license or authorisation) which is materially adverse to
(a) the ability of the Wind Group to perform its payment obligations if and when due
(taking into account financial resources available to it from its Subsidiaries) under
existing Senior Facilities agreement, and/or (b) the ability of the Wind Group to
comply with its obligations under clause 22 (Financial Undertakings) of the Senior
Facilities agreement;2)

with respect to the Company and its Subsidiaries taken as a whole, any
effect, event or matter (including the loss of any significant license or
authorisation) which is materially adverse and disruptive to the business, Page 6 of 40




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assets, or financial condition of the Company and its Subsidiaries (taken as whole),
until the Closing Date;  Material Contract means any contract entered into by any company of the Wind Group which
involves the expenditure of more than Euro 10 million for each calendar year;Newco means Weather Investments S.r.l. the newly incorporated, to be wholly owned
subsidiary of the Buyer.Pikco means the wholly owned subsidiary of Newco to be incorporated pursuant to Section
5.1 below;Purchase Price means the price for the sale of the Shares set forth in Section 3.1.;Senior Facilities means the long term loan facilities enjoyed by the Wind Group to be
refinanced at Closing, details of which are given in Schedule 1.1quinquies;Shares means no. 91,681,074 shares of the Company owned by the Seller;Shareholders Agreementshall mean the shareholders agreement referred to under Section 7.2
(f).Tax means all taxes imposed by any public authority (whether national or local), together
with any interest, penalty, residual tax charge or addition to tax, wherever arising, and
including environmental taxes;Tax Authority shall mean any competent governmental, state, provincial or local authority
in charge of imposing any Tax;TLC Authorizationsshall mean the authorizations listed under Schedule 1.1sexies;Wind Group means collectively the Company and the Subsidiaries excluding Wind PPC Holding
and Tellas S.A.;1.2

Interpretation.In this Agreement, unless the context otherwise requires:  (a)

references to a recital, an Article, a Section, a paragraph or a Schedule, are
to a recital of, an Article of, a Section of, a paragraph of, or a Schedule to, this
Agreement, and references to this Agreement include its recitals and its Schedules;(b)

the headings of an Article, a Section or of a Schedule of this Agreement are
indicated for clarification purposes, only and, consequently, they do not form an
integral part of this Agreement and may not be used for purposes of interpretation; Page 7 of 40




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(c)

words introduced by the word other shall not be given a restrictive meaning
because they are preceded by words referring to a particular class of acts, matters or
things;(d)

general words shall not be given a restrictive meaning because they are
followed by words which are particular examples of the acts, matters or things covered
by the general words and the word including shall be construed without limitation.  2.

SALE OF THE SHARES2.1

Sale and Purchase of the Shares.Upon the terms and subject to the conditions set forth in
this Agreement, the Seller undertakes to sell and transfer the full ownership of all (but not
part of) the Shares, free and clear of all Encumbrances, to the Buyer, and the Buyer
undertakes to purchase the full ownership of all (but not part of) the Shares, free and clear
of all Encumbrances, according to the provisions of the following Article 7.2.2

Pre-emptive right.Enel hereby waives the exercise of the pre-emptive rights (diritto di
prelazione) or similar rights however existing with respect to the sale and transfer of the
Shares owned by the Seller to the Buyer.2.3

Obligation to assign.Immediately after the incorporation of Bidco, the Buyer shall assign to
Bidco all the rights and obligations arising out of this Agreement, pursuant to Article 1406
and followings of the Italian Civil Code, provided that Bidco will be a wholly owned
subsidiary of Pikco, which, in turn, is a wholly owned subsidiary of Newco. It is understood
and agreed that such assignment is hereby expressly accepted by the Seller and Enel.However, after the assignment under this Section 2.3, pursuant to article 1408 of the
Italian Civil Code, the Buyer will remain jointly and severally liable with Bidco, with
respect to all the obligations to be fulfilled by the Buyer according to this Agreement.3.

PURCHASE PRICE  PAYMENT OF THE PURCHASE PRICE3.1

Purchase Price.The total consideration for the Shares shall be the amount of Euro
2,986,000,000.00 (two thousand nine hundred eighty six million). The Purchase Price is fixed
and not subject to any adjustment.3.2

Payment of the Purchase Price.The Purchase Price shall be paid by the Buyer or Bidco
pursuant to Section 2.3 above, to the Seller on the Closing Date in immediately available
funds to the bank account that the Seller will communicate to the Buyer or Bidco in writing no
later than 5 Business Days before the Closing Date.4.

CONDITIONS PRECEDENT TO THE CLOSING  MATERIALLY ADVERSE CHANGES4.1

Conditions precedent.This Agreement and the obligations of the Seller and Page 8 of 40




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the Buyer to effect the Closing hereunder shall be conditional upon:  (i)

the Antitrust Clearance having been obtained; and(ii)

no written indications having been received from the Ministry of
Communications or the Autorità Garante per le Comunicazioni (AGCOM) that any
declarations, general authorizations or individual licences granted to the Company by
the Ministry of Communications and AGCOM under which the Company operates, which are
necessary for the Company to operate its telecommunications network and services, are
likely to be revoked or materially modified as a result of this Agreement.(iii)

Enel and any relevant subsidiary having waived its right, under the
outsourcing agreement entered into with the Company on March 11, 2005, to terminate
such agreement as consequence the change of control in the Company pursuant to the
completion of this Agreement;(iv)

T.E.R.NA. S.p.A.  Trasmissione Elettricità Rete
Nazionale S.p.A.  having
waived its right, under the outsourcing agreement entered into with the Company on
March 25, 2005, to terminate such agreement as consequence the change of control in
the Company pursuant to the completion of this Agreement;  (hereinafter referred to as, individually, the Condition or, together, Conditions), as
provided below.
 
Conditions from (ii) to (iv) above are in the sole interest of the Buyer which has the right
to waive any of them and, as a consequence, to consider any of such Conditions satisfied for
the purpose of this Agreement.4.2

Timing.  (i)

The Buyer undertakes to file and deliver the request for the Antitrust Clearance
relating to the transaction contemplated by this Agreement to the Antitrust Authority
within 15 Business Days from the Execution Date.(ii)

Enel and the Seller undertake to give and to cause to be given by the Wind Group,
also pursuant to article 1381 of the Italian Civil Code  timely for the purpose of this
Agreement  all communications and notices due to be given to the AGCOM and any other
government body, pursuant to the relevant licences and authorisations or under the
applicable law or regulation.  4.3

Cooperation between the Parties.The Buyer and the Seller shall closely cooperate in order to
obtain satisfaction of the Conditions.With respect to the Conditions (i) the Buyer will prepare with utmost care the communication
to the Antitrust Authority,(ii) the Seller will provide the Buyer with all information
relating to the Wind Group necessary to prepare the above communication, (iii) the Buyer
shall keep the Seller regularly informed on the processing necessary to obtain the Antitrust
Clearance and provide the Seller with copies of all the relevant documentation, (iv) the
Buyer shall provide Enel and the Seller with all information necessary to the extent of
making communications and or notices to AGCOM and or the other government bodies.4.4

Termination.In the event that, notwithstanding the effort of the Parties, all the Conditions
have not been satisfied within four months from the Execution Date: Page 9 of 40




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(a)

the Parties shall immediately consult and they will endeavour to overcome any
possible difficulty or hurdle in order to satisfy the relevant Condition/s;(b)

in particular, in the event that in order to obtain the Antitrust Clearance the
Antitrust Authority requires amendments to this Agreement, the Parties will negotiate
in good faith the possible amendments and measures in order to comply with the request
of such authority, to the extent that the request of Antitrust Authority will not
result in a substantial modification of this Agreement, divestitures or in a
substantial increase of the economic burden of the Parties, or of the companies of the
Wind Group.  In the event that the Conditions are not satisfied within seven months from the Execution
Date the Agreement will be null and void and the Parties will be released from any
obligation hereunder.4.5

Materially adverse changes.The Buyer shall be entitled to withdraw from this Agreement and
not to proceed with the Closing in the event that prior to the Closing a Material Adverse
Change takes place.5.

OBLIGATIONS OF THE PARTIES TO BE FULFILLED PRIOR TO THE CLOSING  KEY EMPLOYEES5.1

Incorporation of Pikco.The Buyer, as controlling quotaholder of Newco, shall procure the
incorporation by Newco of Pikco, in the form of a Società per azioniwith registered office in
Italy, and with a by-laws reflecting the provisions of the Shareholders Agreement to the
maximum extent possible according to the applicable laws as soon as practicable after the date
hereof, for the purposes specified under Section 7.2 (a) below.5.2

Incorporation of Bidco.The Buyer, as indirect controlling shareholder of Pikco, shall
procure the incorporation by Pikco of Bidco, in the form of a Società per azioniwith
registered office in Italy and with a by-laws reflecting the provisions of the Shareholders
Agreement to the maximum extent possible according to the applicable laws, as soon as
practicable after the incorporation of Pikco for the purposes specified under Section 2.3
above.5.3

Incorporation of Luxco.The Buyer shall incorporate, in the form of a limited liability
company, a company with registered office in Luxembourg as soon as practicable after the date
hereof for the purposes specified under Section 7.2(a) (vii), (viii) and (ix) below and with a
by-laws reflecting the provisions of the Shareholders Agreement to the maximum extent
possible according to the applicable laws.5.4

Incorporation of FincoLux 1.The Buyer, as indirect controlling shareholder of Pikco, shall
procure the incorporation by Pikco of FincoLux 1, in the form of a limited liability company
with registered office in Luxembourg as soon as practicable after the incorporation of Pikco
for the purposes specified under Section 7.2 below. Page 10 of 40




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5.5

Incorporation of FincoLux 2.The Buyer, as indirect controlling shareholder of Pikco and
Bidco, shall procure the incorporation by Bidco of FincoLux 2, in the form of a limited
liability company with registered office in Luxembourg as soon as practicable after the
incorporation of Bidco for the purposes specified under Section 7.2 below.5.6

Buyers right of access.The Seller shall allow, as from the Execution Date, the Buyer and
any person authorised by it, upon reasonable notice and subject to such confidentiality
undertakings as the Seller may reasonably require, full access to the premises (provided that
no more than 15 persons are allowed from time to time to access the premises), books and
records (including management accounts) of the Company and the Subsidiaries, to the extent
that this does not imply difficulties to the ordinary course of business.5.7

No Breach of the Interim Management Provisions.The Seller and Enel shall procure that (save
only as may be necessary to give effect to this Agreement) neither the Company nor any of the
Subsidiaries shall do any act before the Closing Date which would constitute a breach of the
provisions of Section 6.1 of this Agreement.5.8

Indemnity.In the event that the Seller is in breach of the obligations set out under
Sections 5.6, 5.7, 5.11 and/or 5.13, it shall pay the Buyer an indemnity pursuant to article
1382 of the Italian Civil Code, determined as follows: in case of breach of Section 5.6 above,
(i) up to a maximum amount of Euro 1,000,000.00 (one million) in relation to each breach of
any obligation set out in Section 5.6, while (ii) in relation to each breach of any obligation
set out in Section 5.7 above and Sections 5.11 and 5.13 below, up to a maximum amount of Euro
10,000,000.00 (ten million).Notwithstanding the provision as above, the Buyer shall be entitled to claim compensation for
additional damages that it may incur in.5.9

Key Employees.Enel and the Seller shall not terminate, prior to the Closing Date, the
employment agreements of all the Key Employees with the Company nor they shall enter into any
agreement providing for their termination (even on a mutual basis). Should Enel be violating
its commitment as above, it shall reimburse to the Company the cost of termination of their
employment. Should any Key Employees decide to leave the Company before the Closing Date or as
a consequence of the transactions provided for in this Agreement and, following such leave the
relevant Key Employees join Enel or any company belonging to Enels group of companies within
the following three months, Enel shall reimburse to the Company the cost attributable to the
non-competition undertaking of the relevant Key Employees, if any.5.10

Put and Call.Enel and the Buyer, simultaneously with the execution of this Agreement, sign
and exchange between them the Put and Call Option Agreement relating to no. 9,166,620 shares
of the Company.5.11

Tellas.Enel shall procure that the transfer agreement with Wind concerning the shares of
Wind PPC Holding (in relation to the 50%+1 shares of Tellas S.A.) signed as of December
18th, 2004, but not yet implemented will be mutually Page 11 of 40




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terminated with effect as of the relevant date of execution and Tellas will continue to be a
subsidiary of the Company. The Seller undertakes not to terminate the intercompany loan
granted to Tellas for an amount equal to Euro 30 million the expiration of which shall be
postponed to December 31, 2007.  5.12

Enels right of access.The Buyer shall cause Newco, Pikco and Bidco to allow, as from the
Execution Date, Enel and any person authorised by it, upon reasonable notice and subject to
such confidentiality undertakings as the Buyer, Newco, Pikco and Bidco may reasonably require,
full access to the premises (provided that no more than 5 persons per each of the above
referred companies are allowed from time to time to access the premises), books and records
(including management accounts) of Newco, Pikco, and Bidco.5.13

Merger of Iol and Enel.net in Wind.Enel shall procure that the competent body of Wind,
Enel.net S.p.A. and Italia on line S.p.A. revocate the merger of Enel.net S.p.A. and Italia on
line S.p.A. in Wind.5.14

Refinancing of the Company.Before the Closing, the Board of Directors of the Company shall
resolve (i) the adherence of the Company to the Credit Facilities Agreement and (ii) the
granting of an irrevocable mandate in favour of Enel, pursuant to Article 1723, second
paragraph, of the Civil Code, in order to request, on behalf of the Company, the drawdown of
A1 Term Loans, as defined in the Credit Facilities Agreement, for an amount of Euro 328
million. The above mandate shall also estabilish that in the drawdown notice Enel, on behalf
of the Company, shall request that the relevant amount is used as repayment of the
Company-Wind Loan, as defined in the Credit Facilities Agreement, by way of a deposit on an
account secured in the interest of Enel to guarantee the payment of the purchase price of the
shares to be transferred under the Put and Call Option Agreement. The actions set out in this
Section 5.14 shall take place at costs and expenses of the Company.5.15

Limitation to disposal of shares.NS and/or the Buyer, as the case may be, shall not have the
right to transfer any of the shares in Newco to any third party without (i) disclosing the
relevant ultimate beneficial shareholder of such third party to Enel and (ii) the prior
approval of Enel (which may not be unreasonably withheld, and if denied, to be accompanied by
written and objective motivation). Subject to such disclosure and prior approval of Enel,
from the date hereof until the Closing has taken place, NS and/or the Buyer shall not have the
right to transfer to any financial investor a number of shares in Newco exceeding 10 (ten)
percent of Newco outstanding share capital.6.

INTERIM MANAGEMENT6.1

The Company.The Seller shall, in addition and without limiting the provisions of Section 5
above, procure that, from the Execution Date and until the Closing Date and without the prior
written consent by the Buyer (which will not be unreasonably witheld, and if denied, will have
to be accompanied by a motivated reason in the best interest of the Company and/or any of the
Subsidiaries, as the case may be) which shall be deemed as granted in the event that after
five calendar days from the receipt of the relevant request addressed by email to NS at
nsawiris@otelecom.com (with a copy to Hassan Abdou at Page 12 of 40




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habdou@otelecom.com) or designated representatives, no communication to the contrary is
received by the Seller and the Company:  (i)

the Company and the Subsidiaries shall do nothing which will or would
significantly injure the goodwill of their respective businesses; and(ii)

neither the Company nor any of the Subsidiaries shall enter into any contract
or commitment or do anything which, in any such case, is either out of the ordinary
and usual course of their business and which materially affects the assets or
liabilities of any of such companies or their ability to carry on their respective
businesses as now conducted. In particular, the Seller shall procure that from the
Execution Date until the Closing Date neither the Company nor any of the Subsidiaries
shall:  a.

make any alteration to its memorandum or articles of
association or any other document or agreement establishing, evidencing or
relating to its constitution;b.

alter the nature or scope of its business;c.

manage its business otherwise than in accordance with its
business and trading policies and practice to date in accordance with
existing and past practice, except as may be necessary to comply with changes
in relevant laws;d.

enter into any agreement or arrangement or permit any
action whereby another company becomes its subsidiary or subsidiary
undertaking;e.

enter into any transaction other than on arms length
terms;f.

acquire (whether by one transaction or by a series of
transactions) the whole or a substantial or material part of the business,
undertaking or assets of any other person;g.

dispose of (whether by one transaction or by a series of
transactions) the whole or any substantial or material part of its business,
undertaking or (except in the ordinary course of business) any other of its
assets, except for the participation held by the Company in Mobilmat S.p.A.
and for the intercompany transfer of the 0.72% of the capital of IT Net
S.r.l. and Mondo Wind S.r.l.;h.

place binding new orders concerning capital expenditures
beyond an individual value or a cumulative orders of the same nature and in
the same context of Euro ten million (even if already planned in the quarter
for the budget adopted for the year 2005), with the expceptions of order
necessary to ensure compliance with coverage or other UMTS licence
undertakings, provided that in the case described under this letter (h), the
relevant consent shall be deemed as granted after 48 hours from the relevant
notice.i.

Other than in the ordinary course of business, including
the restructuring of outstanding derivatives with the purpose of matching any
changes in a reset date of the underlying indebtedness; enter into any
loans, borrowings or other form of funding or financial facility or
assistance, or enter into any foreign exchange contracts, interest rate
swaps, collars, guarantees or agreements or other interest rate instruments
or any contracts or arrangements relating to derivatives or differences, or
in respect of Page 13 of 40




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which the financial outcome is to any extent dependent upon future
movements of an index or rate of currency exchange or interest, or in the
future price of any securities or commodities;j.

grant any loans or other financial facilities or assistance
to or any guarantees or indemnities for the benefit of any person or create
or allow to subsist any Encumbrance over the whole or any substantial part of
its undertaking, property or assets, other than in favour of companies of the
Wind Group;k.

with the exception of agreements in the context of agency
or contents providers relationships, enter into any out of the ordinary
course of business joint venture, partnership or agreement or arrangement for
the sharing of or assets;l.

enter into any death, retirement, profit sharing, bonus,
share option, share incentive or other scheme for the benefit of any of its
officers or employees or make any variation (including, but without
limitation, any increase in the rates of contribution) to any such existing
scheme or effect any key man insurance;m.

commence, compromise or discontinue any legal or
arbitration proceedings (other than routine debt collection and matters
within an individual value of Euro 5 million);n.

prematurely repay or prepay any loans, borrowings or other
financial facilities or assistance made available to it, except for
prepayments or repayments within the Wind Group;o.

terminate the employment or office of any of its directors,
officers or senior employees (here meaning an employee whose present gross
annual remuneration exceeds Euro 100,000.00 or appoint any new director,
officer or senior employee or materially alter the terms of employment or
engagement of any director, senior employee or consultant;p.

declare, make or pay any dividend or distribution (whether
of capital, profits or reserves); and/orq.

enter into a, make or permit any material amendment,
variation, deletion, addition, renewal or extension to or of, or terminate or
give any notice or intimation of termination of, any Material Contract.  It is however understood that (x) in case the Buyer does not consent to any action that the
Company or the Seller deem necessary and/or appropriate in order to avoid any event which
could give rise to a liability of ENEL and/or the Seller under this Agreement, then the
Buyer and the Company will not be entitled to any indemnification under this Agreement and
(y) in case this Agreement terminates due to the provisions set forth under Article 4
hereof, then the Seller shall not have right to indemnification arising from the legitimate
exercise of the rights of the Buyer under this Article 6.1.6.2

OTH.NS, also on behalf of his family, and OS Holding and April Holding undertake and shall
procure that, from the Execution Date and until the Closing Date and without the prior written
consent of Enel (which will not be unreasonably witheld, and if denied, will have to be
accompanied by a motivated reason) which shall be deemed as granted in the event that after
five calendar days from the receipt of the relevant request, no communication to the contrary Page 14 of 40




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is received by NS, no action, resolution or determination of the matters specified below
shall be taken by OTH and its subsidiaries, and no action shall be taken by the board of
directors of OTH and its subsidiaries and shall cause that no such action, resolution or
determination shall be taken by such boards, in addition and without limiting the provisions
of Section 5 above:  (i)

any creation, authorization, increase in the authorized amount or
issuance of shares of any class or series of capital stock of OTH and any
obligation or security convertible into or exchangeable for shares of any class
or series of capital stock of OTH or any options, warrants or other rights to
acquire any class or series of capital stock of OTH;(ii)

any merger, consolidation, reorganization or other business
combination with a third party involving OTH, or any of its subsidiaries or any
acquisition of OTH, or any of its subsidiaries by a third party that
substantially alters the nature of the business or assets of OTH, or any of its
subsidiaries;(iii)

any reduction of OTHs ownership interests in ECMS, Mobilink
(Pakistan affiliate), Djezzy (Algerian affiliate).  Any transactions between OTH and/or any of its subsidiaries and himself, any member
of his family or their respective business affiliations shall be on arms-length,
market terms.In case of:  (i)

revocation of, loss or transfer by OTH and/or
any of its subsidiaries, of any of the licenses, permits or approvals
in Egypt, Algeria or Pakistan currently held by OTH and/or any of its
subsidiaries (the OTH Licenses); provided that any such revocation
or loss of the OTH Licenses is attributable to the action or inaction
of OTH, and/or any of its subsidiaries (for the avoidance of doubt,
any action or inaction by the partner of OTH in ECMS shall not be
attributable to OTH), (ii) material adverse changes or limitations to
the terms of any of the OTH Licenses provided that any such changes or
limitations to the Licenses are attributable to the action or inaction
of OTH, and/or any of its subsidiaries (for the avoidance of doubt,
any action or inaction by the partner of OTH in ECMS shall not be
attributable to OTH), (iii) a decision by OTH, and/or any of its
subsidiaries to invest and/or conduct operations in any country which
the Government of Italy considers officially hostile to Italian
national or international interests (for the sake of clarity, all
Countries where OTH Licences are current at the date hereof, shall not
be considered hostile), (iv) any action or series of actions or
inaction by OTH and/or any of its subsidiaries which result in
mismanagement of OTH and/or any of its subsidiaries the effect of
which is materially adverse and disruptive to the business, assets, or
financial condition of OTH and its subsidiaries (taken as whole), (v)
change of control of OTH, ECMS, Mobilink (Pakistan affiliate), Djezzy
(Algerian affiliate); Page 15 of 40




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(ii)

as well as should any breach to the obligations
and undertakings set forth under this Section 6.2 occur,  such events shall entitle Enel and/or the Seller  as the case may be  to
terminate this Agreement pursuant to article 1456 of the Italian Civil
Code; in such event, the provisions set forth under Section 7.6 below shall
apply.  7.

CLOSING AND POST CLOSING ACTIONS7.1

Closing.Subject to the satisfaction of the Conditions in Article 4, the Closing shall take
place on the Closing Date at the offices of Enel S.p.A. in Rome, viale Regina Margherita 137,
at 10.00 a.m., or at such other place and/or time and/or date which may be mutually agreed
upon by the Parties.7.2

Closing and post Closing actions.At the Closing, each Party shall do or procure to be done
all acts necessary in order to consummate the transactions contemplated by this Agreement as
follows:  (a)

the Buyer shall:  (i)

pay or cause or have caused to be paid by Bidco to the Seller
the Purchase Price by wiring in immediately available funds (via an electronic
transfer or other transfer methods having similar simultaneous effect) the
relevant amount to the bank accounts previously designated by the Seller in
accordance with the provisions of Section 3.2 and the Seller shall acknowledge
in writing receipt of the Purchase Price;(ii)

pay or cause to be paid to the appropriate entities or persons
and in the appropriate manner, any stamp, transfer or similar taxes or charges
levied by any governmental authority on the transfer of the Shares;(iii)

execute and deliver or cause to be executed and delivered such
transfer or other instruments in respect of the purchase and sale of the Shares
contemplated hereunder (including a fissato bollato, if needed) as may be
necessary, under applicable law, to properly effect the purposes of this
Agreement;(iv)

cause or have caused the repayment of all amounts (including,
without limitation, principal, accrued interest, commitment fee to Enel,
attesting full release of Enel by the Ministero dellEconomia e delle Finanze
from Enels obligations deriving from the guarantee issued by Sanpaolo IMI in
favour of the Ministero dellEconomia e delle Finanzein connection with the
deferred portion of the UMTS licence payment, equal to Euro 224.4 million as of
December 31, 2004. The Buyer shall also deliver appropriate documents, in a
form reasonably satisfactory to Enel, attesting full release of Enel by Banca
Intesa S.p.A. and all of the other banks composing the pool referred below from
any and all obligations deriving from the corporate guarantee issued Page 16 of 40




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in favour of a pool of banks led by Banca Intesa S.p.A., guaranteeing the
amount of Euro 232.9 million with respect to the debt of the Company
towards the above referred pool of banks;  (v)

cause or have caused the shareholders meeting of Newco to be
held and to resolve upon the adoption of the new by-laws, with a by-laws
reflecting the provisions of the Shareholders Agreement to the maximum extent
possible according to the applicable laws;(vi)

cause that the shareholders meeting of Newco validly resolves a
share capital increase and a contribution for share premium partially reserved
to Enel, which shall simultaneously be underwritten:(a) by way of contribution in kind by April Holding and OS Holding of a
number of general depositary receipts (GDRs) representing 50% plus 1
share of the share capital and related rights of Orascom Telecom (OTH)
(the OTH Contribution) and Euro 500 million in cash; and(b) by way of contribution by Enel of Euro 305 million in cash.The Buyer, NS and Enel acknowledge that independently from the value
resulting from the assessment rendered by an expert or by an auditing
firm pursuant to article 2465 of the Italian Civil Code on the OTH
Contribution and therefore independently from the value of the
contributions performed by each of them, as a result of such capital
increase, the corporate capital of Newco shall be divided as follows:  

94.8% to the Buyer and

5.2% to Enel;  (vii)

cause that the quotaholders meeting of Luxco validly resolves a
share capital increase, which shall be fully underwritten by way of contribution
in kind by the Newco of a number of GDRs representing 38.1% of the share capital
of OTH (the OTH Contribution 2);(viii)

cause that Newco sells to Luxco a number of GDRs representing 11.9% of the share
capital of OTH for a consideration equal to Euro 1,2 billion;(ix)

to this end, cause the subscription by Luxco of a loan agreement and
a drawdown for an overall amount of Euro 1,2 billion, securing the relevant
obligations by granting in favour of the lenders a pledge over (i) a number of
GDRs representing 55,000,001 shares, so to say 50% plus 1 of the share capital of
OTH and (ii) a portion of its quota in Newco representing 51% of the share capital
of same Newco; Page 17 of 40




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(x)

cause or have caused that the quotaholders meeting of Newco validly
resolves a new share capital increase reserved to Enel, which shall be
underwritten and paid by Enel in the period starting on January 15, 2006 and
ending on June 30, 2006, 2006 by way of contribution in kind of its entire
participation in Wind (the Wind Contribution) net of any possible transfer of
shares pursuant to the Put and Call Option Agreement, provided that such
obligation to contribute shall be subject to the exercise (x) by Bidco of its call
option rights set forth under the Put and Call Option Agreement and within 5
business days following the exercise of the referred call option right or (y) by
Enel of its put option rights set forth under the Put and Call Option Agreement
and within 5 business days following the exercise of the referred put option
right. The Buyer, NS and Enel acknowledge that independently from the value
resulting from the assessment rendered by an expert pursuant to article 2465 of
the Italian Civil Code on the Wind Contribution, as a result of such capital
increase, the corporate capital of Newco shall be divided as follows:  

73.9% to the Buyer and

26.1% to Enel;  (xi)

cause the shareholders meeting of Pikco to be held and to resolve
upon a share capital increase and a share premium of Euro 2,005 million in the
aggregate to be simultaneously fully underwritten and paid by Newco by way of
contribution in cash of the same amount;(xii)

cause the shareholders meeting of Bidco to be held and to resolve
upon a share capital increase up to Euro 2,505 million to be simultaneously fully
underwritten and paid by Pikco by way of contribution in cash of the same amount;(xiii)

cause the subscription between FincoLux 2 and Bidco of a bridge loan agreement
and the drawdown by FincoLux 2 of an overall amount of Euro 1,750 million, less
any amount should be drawn under a PIK bridge facility between FincoLux 1 and
Pikco, up to Euro 500 million; so that, as a result of the above actions, Bidco
shall have received funds for an amount of Euro 3,755 million;(xiv)

cause the execution by the companies of the Wind Group of new
insurance policies in relation to the risks covered by the Insurance Policies,
holding harmless and indemnified Enel from all the costs and liabilities arising
out of the Insurance Policies;(xv)

own the entire corporate capital of Newco, with the exception of the
above provisions, and cause that Newco owns the entire share capital of Pikco and
Pikco owns the entire share capital of Bidco;(xvi)

have assigned this Agreement to Bidco in accordance to Section 2.3
of this Agreement; Page 18 of 40




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(xvii)

cause the refinancing of the Senior Facilities and any other obligation of Enel
or the Seller related to the Senior Facilities, at costs and expenses of the
Company;  (b)

the Seller shall:  (i)

deliver, and/or cause to be delivered, to the Buyer the
certificates representing the Shares, duly endorsed in a manner legally
sufficient, under applicable laws, to transfer to the Buyer good and marketable
title to such Shares and to properly register the Buyer in the Shareholders
Ledger of the Company;(ii)

execute and deliver, and/or cause to be executed and delivered,
such other instruments (including a fissato bollato, if needed) as may be
necessary, under, applicable law, to vest in the Buyer good and marketable
title to the Shares and to otherwise properly effect the purposes of this
Agreement;  (c)

Enel shall subscribe and fully pay the corporate capital increase of Newco
provided for under Section 7.2 (a) (vi) above for an amount equal to Euro 305 million.(d)

The Seller and the Buyer shall execute and deliver (and/or they shall cause to
execute and deliver) such other documents, as may be required, to duly transfer the
Shares to the Buyer and to enable the Buyer to become the registered holder thereof.
The Parties involved will promptly co-operate in order to consummate the transactions
mentioned above.(e)

The Seller and Enel shall:  (i)

cause the directors and, to any possible extent, the statutory
auditors of each company of the Wind Group, to resign effective as of the
Closing Date and to declare in writing that they have received up to the
Closing Date any and all remunerations connected to their respective offices
and that no company of the Wind Group owes them any money for any reason
whatsoever; and(ii)

cause the shareholders meeting of the Company and of each of
the Subsidiaries to be held and to resolve upon the appointment of the new
board of directors of the Company and of each of the Subsidiaries composed of
ten members, seven of which designated by the Bidco and three designated by
Enel as indicated in the Shareholders Agreement;(iii)

cause the shareholders meeting of the Company and of each of
the Subsidiaries to be held and to resolve upon the appointment of the board of
the statutory auditors of the Company and of each of the Subsidiaries as
indicated in the Shareholders Agreement; Page 19 of 40




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(iv)

cause the extraordinary shareholders meeting of the Company to
be held and to resolve upon the adoption of the new by-laws reflecting the
provisions of the Shareholders Agreement to the maximum extent possible
according to the applicable laws;(v)

cause the shareholders meeting of the Company to be held and to
resolve upon a corporate capital increase of Euro one million, plus Euro 399
million as share premium, which shall simultaneously be fully underwritten and
paid by Enel, by setting off the amounts due by the Company to Enel under the
shareholders loan and by setting off the intercompany receivables due by the
Company to Enel for an overall amount equal to Euro 400 million.  (f)

The Parties shall duly sign and exchange between them the Shareholders Agreement
regulating their respective rights and obligations in the form attached hereto as
Schedule 7.2(f);(g)

After Closing, Enel shall undertake to subscribe the corporate capital of Newco
pursuant to Section 7.2 (a)(x) in accordance with the terms and conditions provided
herein, so that Enel will have no more direct interest in the Company.  7.3

Ownership.The Seller warrants that the Shares are and, on the Closing Date, will be free
and clear of all liens, pledges, encumbrances, options, charges or rights of third parties of
any kind whatsoever and that the Seller has and will have, on the same date, the full right,
power, and authority to transfer and deliver such Shares in, accordance with the
terms of this Agreement.7.4

Transfer of Title.Upon the occurrence of the Closing, the Buyer will acquire title to and
beneficial ownership of the Shares as of the Closing Date.7.5

Timing and effectiveness.All of the actions, executions, productions, remittances and
deliveries under the above Section 7.2, provided to be taken and made at Closing, shall take
place  with the exception of the subscription described under Section 7.2(a)(vii) and 7.2(g)
  simultaneously, meaning that no action, execution, production, remittance and delivery shall
be effective unless all other actions, executions, productions, remittances and deliveries
shall be fully and regularly performed, so that all actions and transactions constituting the
Closing shall be regarded as a single transaction.7.6

Liquidated Damages.In the event that the Closing does not take place for any breach
attributable to the Buyer, Newco, Pikco and Bidco, the Buyer shall be obliged to pay 
pursuant to Article 1382 of the Italian Civil Code  to the Seller and/or to Enel, at Enels
discretion, the amount of Euro 100,000,000.00 (one hundred million). Such obligation is
guaranteed by a bank guarantee delivered as of the date hereof in the text attached hereto as
Schedule 7.6.Notwithstanding this provision, the Seller shall be entitled to claim payment for any
additional damages that should be incurred in.7.7

Termination event.In the event that on or prior to the Closing Date, the representation
under Section 9 (v) below results to be untrue, inaccurate or Page 20 of 40




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incomplete, the Seller and/or Enel shall have the right to terminate the Agreement pursuant
to article 1456 of the Italian Civil Code; in such event, the provisions set forth under
Section 7.6 above shall apply.  7.8

Proceedings against the Companys directors.The Buyer undertakes to procure that,
immediately after the Closing Date, a shareholders meeting of the Company validly resolves to
discharge and release, pursuant to article 2393 and 2476, fifth paragraph, as applicable, of
the Italian Civil Code, all present and past directors and statutory auditors of each of the
companies of the Wind Group from and against any liability vis-à-vis the Company or the
relevant Subsidiary. Furthermore, the Buyer shall hold harmless and indemnify all present and
past directors and statutory auditors of all the Companies from and against any and all such
liabilities vis-à-vis the Company or its shareholders.8.

REPRESENTATIONS AND WARRANTIES BY ENEL AND THE SELLER8.1

Representations and warranties by the Seller and Enel.The Seller and Enel hereby jointly
represent and warrant to the Buyer the following representations and warranties, and
acknowledge that they are correct and true as at the Execution Date and shall be repeated as
at the Closing Date, unless otherwise expressly specified herebelow. Save as provided by
Section 10.3.(a)(i)(3) below, the Seller and Enel acknlowledge that the fact that a due
diligence exercise was conducted by the Buyer will not limit the following representations and
warranties. Each of the representations and warranties shall be separate and independent and,
save as expressly provided, also with reference to the contents of the Schedules attached to
this Agreement, shall not be limited by reference to any other representation and warranties
or anything else in this Agreement.8.1.1

Corporate power and authorizations  (i)

The Seller and Enel have full corporate power and authority to execute and
deliver the Agreement and to consummate the transactions contemplated hereby.(ii)

The Agreement constitutes a legally valid and binding obligation of the Seller
and Enel, and the entry into the Agreement and/or the performance by the Seller and Enel
of their respective obligations hereunder do not conflict with their respective
constitutive documents, any agreement to which the Seller or Enel are bound or any law
or regulation (regolamento) applicable to the Seller or to Enel or violate any judgement
applicable to the Seller or Enel or any company of the Wind Group, which could have a
material adverse effect on the Wind Group.(iii)

The Seller and Enel may enter into the Agreement and consummate the transactions
contemplated hereby as they have obtained the approval by their competent corporate
bodies and without the necessity of obtaining the prior consent, authorisation, or
approval by or from any third parties or public authorities, except for the approvals
referred to in Section 4 above.(iv)

Except as disclosed under Schedule 8.1.1 (iv)hereto, the execution and
delivery of this Agreement and the consummation of the transactions Page 21 of 40




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contemplated hereby do not, in any material respect, conflict with, or result in the
breach of, or constitute a default under, or give rise to a right of termination,
cancellation or acceleration under, the TLC Authorisations listed under Schedule
8.1.1 (iv) hereto, or any Material Contract.  8.1.2

Shares  Share capital of the Company and the Subsidiaries  (i)

The Shares are all the shares of the Company owned by the Seller. The Shares are
legally and validly issued and fully paid in. The Seller lawfully owns the Shares (as
described in recitals (b) above), and the Shares will be at the Closing free and clear
of all Encumbrances save as provided for under the Senior Facilities. The Seller has the
right, power and capacity to sell, assign and deliver the Shares to the Buyer in
accordance with the terms of the Agreement.(ii)

The Company owns the shares of the Subsidiaries free and clear of all
Encumbrances, except for those deriving from the Senior Facilities and those set forth
in Schedule 8.1.2 (ii).(iii)

There is no agreement or undertaking pursuant to which any person or entity is
or could become entitled to request the issue of new shares by the Company or the
Subsidiaries and/or the transfer of any of the issued and authorized shares (including
the Shares) except as set forth in Schedule 8.1.2 (iii)and save as provided for
under the Senior Facilities.(iv)

The Company and the Subsidiaries have neither issued any convertible or
exchangeable securities against shares, or any other securities which could give rise to
a capital increase, nor have they issued any securities granting the right to any amount
which the Company and the Subsidiaries (as the case may be) might distribute, or the
voting rights in the general meetings of the Company and the Subsidiaries or which could
result in any limitation of the rights attached to the issued shares, save as provided
for under the Senior Facilities.  8.1.3

Incorporation, existence and good standing  (i)

Each company of the Wind Group is duly incorporated, organized and validly
existing under the law of their respective jurisdiction and all TLC Authorizations
listed under Schedule 8.1.3 (i)are in full force and effect and are sufficient
to carry out the business of the Wind Group as currently conducted.(ii)

Each company of the Wind Group is in good standing under the laws of their
respective jurisdiction; they have not defaulted in respect of any filing of any report
or declaration required by corporate law and by the relevant by-laws, the lack of which
may be material for the prosecution of their activity.(iii)

Except as disclosed in Schedule 8.1.3 (iii), each company of the Wind
Group has never had any liquidator, receiver or any other similar official appointed.
None of the companies of the Wind Group has been subject to any insolvency or bankruptcy
process whatsoever and no such Page 22 of 40




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appointment or process is pending. None of the companies of the Wind Group is
insolvent as at the date hereof.(iv)

Exclusively as of the Closing Date, each of the companies of the Wind Group shall
have a share capital at least equal to the minimum required by law and sufficient in
respect of the requirements provided by the TLC Authorizations.(v)

Exclusively as of the Closing Date, the consolidated net financial position of
the Wind Group, before the capital increase provided under Section 7.2(e)(v), calculated
according to Schedule 8.1.3 (v), will be not higher than Euro 7,569 million.  8.1.4

Partnership, Subsidiaries and Branches  (i)

No company of the Wind Group holds, directly or indirectly, any participation in
any company or consortiumexcept as disclosed under
Schedule 8.1.4 (i)hereto.(ii)

No company of the Wind Group has subsidiaries other than Wind PPC Holding, Tellas
SA and those set forth in Schedule A, and owns, directly or indirectly, any interest in
any other person, corporation or has any branch office or permanent establishment in any
country other than Italy, except as disclosed under Schedule 8.1.4 (ii)hereto.  8.1.5

Conduct of the Business  Compliance with laws  (i)

Any of the company of the Wind Group has in full force and effect all TLC
Authorizations;(ii)

there has been no notice by any competent authority threatening in writing the
revocation, suspension or denial to renew of any of such TLC Authorizations.  8.1.6

Consolidated Balance SheetThe Consolidated Balance Sheet give a true and fair view of the financial position and
results of the operations of the Company and the Subsidiaries, according to Accounting
Principles, as of December 31, 2004 and for the year ended on said date.8.1.7

Accounting books and recordsThe accounting books and records of each company of the Wind Group are complete and correct
in all material respect and have been properly kept in compliance with applicable laws and
regulations as in force at the relevant time in the respective jurisdictions.  8.1.8

Tangible Assets Page 23 of 40




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Any company of the Wind Group has a valid contractual relationship in connection with the
assets which is necessary to conduct its business as currently conducted. All properties and
assets material to the operations of each company of the Wind Group are reflected in the
Consolidated Balance Sheet or in the respective accounting records. All of the tangible
properties and assets, as a whole, owned by each company of the Wind Group are in normal
operating conditions and repair, normal wear and tear excepted.(ii) No liabilities, commitments or obligation exist  arising to a materiality level in
respect of the whole of the relevant assets  by operation of law or contract with respect to
any real estate properties which have been previously owned, leased, possessed or used by
each the company of Wind Group or in which each company of the Wind Group has held any
rights.(iii) with the exception of the assets subject to a contractual relationship different from
ownership, all equipments, including professional equipments of a tangible nature (such as
machinery, computer equipment, furniture and office equipment) used by each company of the
Wind Group are duly registered in the relevant companys records.  8.1.9

Intellectual Property Rights  (i)

The Intellectual Property includes all intellectual property which the Company
and/or the Subsidiaries own or otherwise have the benefit of, necessary for the conduct
of the business as it is currently conducted of each company of the Wind Group;(ii)

to the Sellers and Enels Knowledge, the use of the Intellectual Property does
not infringe upon, constitute a misappropriation of, or otherwise violate the rights of,
any party, in any material respect;(iii)

all material Intellectual Property owned by the Wind Group is fully assignable
by each company of the Wind Group and may be used by the same without payment of any
material license fee;(iv)

all trademarks owned by the Wind Group listed under the Intellectual Property,
have been duly registered or registration has been regularly applied for, except as
disclosed under Schedule 8.1.9 (iv)hereto;(v)

there is no proceeding pending which relates to any Intellectual Property owned
by the Wind Group.  8.1.10

ReceivablesExcept as disclosed in Schedule 8.1.10, the receivables of each company of the Wind
Group deriving from commercial transactions as reflected in the Consolidated Balance Sheet
are true and free and clear of any Encumbrance.The provisions allocated in the receivables depreciation fund (fondo svalutazione crediti) of
the Company are, in the whole, sufficient to cover any shortfall or bad debt and there are
not receivables which will not be recovered by the Company within 180 days from the relevant
maturity date the aggregate amount of which exceeds the above provisions at any given time. Page 24 of 40




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8.1.11

Material Contracts  (i)

No party with whom any company of the Wind Group has entered into a Material
Contract has given written notice of its intention to terminate such contract.(ii)

No party with whom any company of the Wind Group has entered into a Material
Contract is in material breach of such contract, except as disclosed under Schedule
8.1.11 (ii)hereto.(iii)

The companies of the Wind Group are not in material breach of any Material
Contract, except as disclosed under Schedule 8.1.11 (iii)hereto.  8.1.12

InsuranceSchedule 8.1.12contains a list of insurance policies in force and effect as of the
Execution Date. None of the companies of the Wind Group is in default with respect to the
payment of any premiums under any such insurance policies or has failed to give any notice or
to present any claim under any such insurance policy in a due and timely fashion. No notice
has been received by any company of the Wind Group notifying termination by the relevant
insurer of any such policy.8.1.13

Employees  (i)

All the Wind Groups current employees (the Employees) are regularly recorded
in the relevant pay-rolls of each company of the Wind Group; no employee of any of the
companies of the Wind Group is entitled to a salary higher than that recorded in the
relevant payroll.(ii)

Except as disclosed under Schedule 8.1.13 (ii)hereto, all the
obligations provided by the applicable collective bargaining and other collective
agreements applicable to the executive Employees (dirigenti) and other employees of any
company of the Wind Group have been fully complied with; the companies of the Wind Group
has regularly paid all its Employees and any deferred payment due to them has been duly
accounted for in the Consolidated Balance Sheet.(iii)

Except for what regards the chief executive officer and except as disclosed
under Schedule 8.1.13 (iii)hereto, no companies of the Wind Group has in place
any retirement plan, bonus scheme, profit sharing agreement, applicable to the relevant
Employees.(iv)

Except for what regards the chief executive officer and except as disclosed under
Schedule 8.1.13 (iv)hereto, no stock option plan or incentive plan granting the
right to subscribe for or acquire any shares or financial instruments issued by the
companies of the Wind Group are available for any Employee, manager or directors of the
companies of the Wind Group.(v)

Except as disclosed under Schedule 8.1.13 (v)hereto, all the companies
of the Wind Group have made all filings and taken all actions required to be made or
taken, under applicable social security, labour and welfare laws and regulations, with
respect to each Employee. All social security and Page 25 of 40




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welfare charges due under the relevant employment agreements have been fully paid
or, to the extent that they were not payable on December 31, 2004, are adequately
reserved for in the Consolidated Balance Sheet.(vi)

Except as disclosed under Schedule 8.1.13 (vi)hereto, neither voluntary pension,
nor other social voluntary benefits of any company of the Wind Group, including
agreements with or undertakings towards any Employees or executives are in force and
binding on any company of the Wind Group.  8.1.14

AgentsExcept as disclosed under Schedule 8.1.14hereto, to the Sellers and Enels
Knowledge, the obligations of each company of the Wind Group deriving from any agency
agreement listed under Schedule 8.1.14 hereto have been fulfilled by the relevant company of
the Wind Group in all material respects and no written notice of termination of said
agreements for breach attributable to any company of the Wind Group has been served or
notified by registered letter with return receipt requested in the period between March 31,
2004 and March 31, 2005 by the relevant agents. All insurance and social security payments
owed by the relevant company of the Wind Group (with respect to any agency agreement) have
been regularly paid or reserved for in the Consolidated Balance Sheet.8.1.15

Taxes and other charges  (i)

Except as disclosed under Schedule 8.1.15 (i)hereto, each company of the
Wind Group has duly and timely filed (taking into account any extension of time to file
granted or obtained) all Tax Returns that it was required to file.(ii)

Except as disclosed under Schedule 8.1.15 (ii)hereto, all such tax
returns were correct and complete in all material respects. All Taxes owed by each
company of the Wind Group have been duly and timely paid (taking into account any
extension of time to file granted or obtained) or reserved against in the Consolidated
Balance Sheet.(iii)

Except as disclosed under Schedule 8.1.15 (iii)hereto, no deficiency
for any amount of Tax have been asserted or assessed (in writing) by relevant
authorities, and is still pending, against any companies of the Wind Group.(iv)

Except as disclosed under Schedule 8.1.15 (iv)hereto, no Amnesties (as
hereinbelow defined) relating to Tax matters has been entered into by any of the
companies of the Wind Group.  8.1.16

Litigation and other Disputes  InvestigationSchedule 8.1.16contains a complete list of all litigation of whatever nature in
which the companies of the Wind Group are involved as of the Execution Date. As to all suit,
administrative, arbitration or other legal proceedings pending against any of the companies
of the Wind Group amounts have been reserved against in the relevant Consolidated Balance
Sheet for the period thereof, in Page 26 of 40




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accordance with the Accounting Principles. Except as disclosed under Schedule 8.1.16
bis, no claims or litigation has been threatened by means of registered letter with
return receipt requested, in the period between March 31, 2004 and March 31, 2005 which may
result in a liability exceeding the amount of Euro 200,000.00. None of the pending litigation
prevents at the Execution Date any of the companies of the Wind Group from conducting their
business as it is currently conducted.  8.1.17

Intra-group transactionsExcept as disclosed under Schedule 8.1.17, all the agreements and transactions with
related parties (as defined in the IAS 24) have been entered into, performed, paid or
received at arms length conditions, and in exchange for services actually provided or
received in the best interest of the Wind Group.8.1.18

Absence of changes since January 1, 2005  Except as otherwise disclosed and/or provided for under this Agreement, since January 1, 2005
and until the Execution Date each company of the Wind Group has conducted their respective
business in the ordinary course.Except as disclosed under Schedule 8.1.18 hereto, since January 1, 2005 to the
Execution Date, there has not occurred or arisen, with respect to each company of the Wind
Group:  (i)

any Material Adverse Change;(ii)

any extraordinary event or any extraordinary loss suffered or any waiver of any
debts, claims, rights under any contract which is material for its business;(iii)

any sale, assignment, transfer, pledge, lease or other disposal of any
individual fixed asset with a book value in excess of 200,000.00;(iv)

any increase by more than 5% in the rates of compensation (including bonuses)
payable to any employee or acceleration in the rate at which any of such compensations
accrues, except if requested by any applicable laws, regulations and agreements;(v)

any hiring of any executive employee (dirigente), having an annual gross salary
(including bonuses) in excess of Euro 300,000 R.A.L.;(vi)

any change in accounting methods, principles or practices;(vii)

distribution of any dividends, interim dividends and/or available reserves of
any kind whatsoever; or(viii)

a buy-back of shares of any company of the Wind Group, or any other action aimed at
redeeming any shares of any of such companies.  8.1.19

EnvironmentIn relation to environmental matters, the Company has obtained the certification ISO 14001
in relation to each year from 2000 to 2004. To the Knowledge of the Enel and the Seller, no
audit or review carried out by the Page 27 of 40




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Company evidenced any fact which could prevent the renewal of such certification.Except as disclosed under Schedule 8.1.19 hereto, to the Sellers and Enels
Knowledge, no company of the Wind Group has received by any competent authority any written
notice of violation of any applicable environmental laws or regulations.  8.1.20

Information TechnologyThe IT system is adequate to conduct the Companys business as currently carried out.The Seller represents that during the 12-month period preceeding the Execution Date no
disruption to the Companys activity was caused by a general malfunctioning of the IT system
that was not capable to be cured according to the Companys procedures.8.1.21

Right of way For the purposes of this Section, Backbone shall mean the backbone transport fiber optic
infrastructure consisting of the physical layer built up by fiber optic cables, technical sites and
ducts used to connect the different nodes (fixed switching exchanges, MSC, PoP.) of the
telecommunication network at national level. For the purposes of this Section, Fixed Access Transport Infrastructure shall mean the fixed
access transport infrastructure, implemented in local areas (mainly in principal cities)
consisting of the physical layer built up by ducts, fiber optic cables and technical sites. It is
used to connect together the different telecommuncation nodes (fixed switching exchanges, MSC, BSC,
PoP, PoI, LLU sites) installed in local area, to convey the traffic flow to the Backbone network
and viceversa and to connect clients.  (i)

The Wind Group is entitled to use or has full and valid ownership, as the
case may be, on the Backbone.(ii)

The agreements entered into by the companies of the Wind Group for the use of
the rete dorsale, as described therein, are those listed under Schedule 8.1.21 (i)
(Network Agreements). The Network Agreements are in full force and effect.(iii)

The agreements entered into for the installation, maintenance and running of
the network pertaining to the companies of the Wind Group having an annual value in
excess of Euro 1 million, are those listed under Schedule 8.1.21 (ii) hereto (the
Maintenance Agreements) and have been duly entered into.(iv)

The Maintenance Agreements are in full force and effect and no material
breach occurred which could give the other parties a right of termination, except as
set forth in Schedule 8.1.21 (iii).(v)

As to the infrastructures located in streets, highways, alleys or the like
which fall under ANAS competence, the companies of the Wind Group have not entered
into any agreement which provides for (i) the payment in favour of ANAS, or third
parties, of royalties or (ii) the undertaking of Page 28 of 40




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obligations more burdensome than those usually requested by the public authorities
for the granting of rights of ways.(vi)

Except as disclosed under Schedule 8.1.21 (v) hereto, no claims by third
parties have been received by any company of the Wind Group in relation to the use of
the Backbone.(vii)

Wind has valid and good title in connection with the Fixed Access
Transportation Infrastructure.  8.1.22

Fair Trade and competitionExcept as disclosed under Schedule 8.1.22 hereto, no agreement, practice or arrangement
carried on by the companies of the Wind Group or to which the companies of the Wind Group
are or have been a party:(a)     is or has been the subject of any notified enquiry, complaint, investigation
or proceeding in respect of Article 81 or 82 of the
        Treaty; or(b)     has been notified in the last six months to the European Commission and/or to
the EFTA Surveillance Authority.The companies of the Wind Group have not given any assurance or undertaking to any relevant
competition Authority which remains binding on it and is not subject to or in default or
contravention of any such assurance or undertaking or any article, act, decision,
direction, regulation, order or other undertaking relating to any matter referred to in
this paragraph which remains binding on it.  8.1.23

PrivacyThe companies of the Wind Group are in compliance in all material
respects with the laws and regulations relating to the data
privacy (e.g. law 675/1996, 196/2003 and subsequent amendments and
related implementation instruments).  8.1.24

Trading(i)  The total number of SIM cards, in the first week of March, was not less than 11,900,000;(ii)  the total number of active Fixed Line Subscribers, meaning the total number of direct
and indirect (Carrier PreSelection) plus the calling Carrier Selection Customers on a one
month basis, as of February 2005, was not less than 2,343,000;(iii)   the number of Internet Registrations, meaning registrations defined in the Portal
Database (Libero and other minor portals) and having the possibility of using Portal
services, e.g. mail, as of December 31, 2004, was not less than 17,000,000;(iv)   the number of customers paying connection, meaning the total number of Broadband
customers and total number of Narrowband customers on a one month basis, as of February 2005,
was not less than 2,842,000. Page 29 of 40




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9.

REPRESENTATIONS AND WARRANTIES BY THE BUYER, APRIL HOLDING AND OS HOLDINGThe Buyer, April Holding and OS Holding make to the Seller the following representations and
warranties, and acknowledges that they are correct and true as of the Execution Date and
that they shall be correct and true as of the Closing Date.  (i)

The Buyer, April Holding and OS Holding have full corporate power and authority
to execute and deliver the Agreement and each other document or instrument delivered in
connection herewith and to consummate the transactions contemplated hereby.(ii)

The Agreement constitutes a legally valid and binding obligation of the Buyer,
April Holding and OS Holding, and the entry into the Agreement and/or the performance by
the Buyer, April Holding and OS Holding of their respective obligations hereunder do not
conflict with their respective constitutive documents, any agreement to which the Buyer,
April Holding and OS Holding, or their assets, are bound or any law or regulation
applicable to the Buyer, April Holding and OS Holding.(iii)

The Buyer, April Holding and OS Holding may enter into the Agreement
and consummate the transactions contemplated hereby as they have obtained the approval
by its competent corporate bodies and without the necessity of obtaining the prior
consent, authorisation, or approval by or from any third parties or public authorities,
except for the approval of the Antitrust Authority and or any other government body set
forth in Section 4.1 above.(iv)

The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not conflict with, or result in the breach of,
or constitute a default under, or give rise to a right of termination, cancellation or
acceleration under, the Articles of Incorporation or the By-laws of the Buyer,
April Holding and OS Holding or the authorisations and licenses necessary to
conduct the business as presently conducted, or any agreement or instrument by which
the Buyer, April Holding and OS Holding are bound, or violate any judgement,
order, injunction, award, decree, law or regulation applicable to the Buyer,
April Holding and OS Holding.(v)

Luxco, Newco, Pikco and Bidco are newly or inactive incorporated companies
which until the Closing shall have not operated and shall have not incurred in any
indebtedness or liabilities whatsoever.(vi)

Except as provided in this Agreement and for the Encumbrances granted in favor of
Banca IMI in connection with the transaction herein, the GDRs contemplated in this
Agreement are free and clear from any Encumbrance and can validly be contributed as
provided herein. Page 30 of 40




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10.

INDEMNIFICATION FOR BREACH OF THE REPRESENTATIONS AND WARRANTIES BY ENEL AND THE SELLER10.1

Payment obligation.Subject to the provisions of Section 10.3, Enel and the Seller, jointly and severally,
shall pay to the Company the following amounts:  (i)

any and all liabilities of each company of the Wind Group of any nature,
whether absolute, accrued, contingent (sopravvenienza passiva) or otherwise,
existing as of December 31, 2004 or arising directly out of any acts, omissions or
transactions of each company of the Wind Group, or circumstances respectively,
occurring, entered into or existing prior to December 31, 2004 which are not reflected
in the Consolidated Balance Sheet;(ii)

any and all deficiencies in the assets (insussistenza dellattivo) of each
company of the Wind Group reflected in the Consolidated Balance Sheet;(iii)

any and all costs, losses or damages incurred and paid by each company of
the Wind Group which would not have been so incurred, any and all losses,
liabilities, costs and expenses (including reasonable attorneys fees) incident to any
of the foregoing, if all representations and warranties of Enel and the Seller
contained in this Agreement had been true, correct and accurate, to the extent that
such costs, losses or damages are not indemnified under Paragraphs (i) or (ii)
preceding.To the extent that such damages are not indemnifiable under Paragraphs (i) through (iii)
preceding, Enel and the Seller shall jointly and severally pay to the Buyer any and all
damages incurred by the Buyer  proportionally to the
Buyers shareholding in the Company 
as a consequence of any breach of the representations and warranties of the Enel and Seller
contained in this Agreement or provided under this Agreement (including all costs and
expenses relating thereto).  10.2

Exclusive Remedy.The remedies provided for in this Section 10, after the Closing shall be the sole and
exclusive remedies available to the Buyer and/or to the benefit of the Company for the
breach of the representations and warranties set out in Section 8 of this Agreement.10.3

Exclusions and Limitations.  (a)

The liability of Enel and/or the Seller under this Agreement shall be subject
to the following restrictions and limitations:(i)

Enel and/or the Seller shall not be liable to the Buyer and/or any of the
companies of the Wind Group:  (1)

if the sum due in connection with any single occurrence
(provided that a series of repeated occurrence of the same type or nature shall
be considered as one single event) giving rise to liability which is Page 31 of 40




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notified to the Seller pursuant to Subsection 10.5(a) amounts less than Euro
50,000.00 (fifty thousand);(2)

until the aggregate of all amounts that would otherwise be due
pursuant hereto in connection with any events giving rise to the liability of
Enel and/or the Seller thereunder exceeds Euro 15,000,000.00 (fifteen million),
provided that if such limit is exceeded, the Buyer shall be entitled to recover
merely the excess over Euro 15,000,000.00 (fifteen million);(3)

for the liabilities, deficiencies in the assets and costs,
losses or damages resulting from the content of the disclosures under Section 8
above including the relevant Schedules;  (ii)

The liability of Enel and/or the Seller under this Agreement shall be limited
to the maximum aggregate amount of Euro 750,000,000.00 (seven hundred and fifty
million).(iii)

Any sum payable by Enel and/or the Seller under this Agreement shall be
reduced by an amount corresponding to:  (1)

any contingency funds or provisions recorded in the
Consolidated Balance Sheet in relation to the event that caused the breach of
the representation and warranty in relation to which the payment of the
indemnification is requested; It remains understood that if (i)the amount of
any allowance, provision or reserve reflected in the Consolidated Balance Sheet
is found to be in excess of the matter for which such allowance, provision or
reserve was made, and (ii)any increase in assets (sopravvenienze attive) and
any decrease in the liabilities (minusvalenza delle passività) of the Company
and/or of the Subsidiaries vis-à-vis the values recorded in the Consolidated
Balance Sheet, occurs, the amount of such excess shall be applied to increase
the threshold of Euro 15,000,000 (fifteen million) set out in Section 10.3
(a)(i)(2) of this Agreement.(2)

payments received by any of the companies of the Wind Group
under any insurance or similar policies or indemnification agreements or
obligation of which any company of the Wind Group is the beneficiary, in
relation to the event that caused the breach of the representation and warranty
in relation to which the payment of the indemnification is requested.  (iv)

In no event will Enel and/or the Seller be responsible to the Buyer and/or
any of the Companies of the Wind Group in respect of:  (1)

any actual or alleged breach of the representations and
warranties contained in this Agreement (other than representations and
warranties concerning title to any properties  including absence of liens and
encumbrances thereon taxes, social security, environmental matters and health
and safety matters) which is notified to the Seller later than 18 (eighteen)
months from the Closing Date;(2)

any actual or alleged breach of the representations and
warranties concerning environmental matters and health and safety matters,
contained in this Agreement which is notified to Enel and/or the Seller later
than 24 (twenty four) months from the Closing Date; or Page 32 of 40




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(3)

any actual or alleged breach of the representations and
warranties concerning Taxes, social security, or employment matters, contained
in this Agreement which is notified to Enel and/or the Seller later than 20
(twenty) Business Days following the date on which any claim by the competent
authorities or other interested party or, parties in respect of matters covered
by such representations and warranties is finally barred by statute of
limitations applicable to such claim,  provided, however, that the time limits provided under this Paragraph
(a)(iv) in respect of any actual or alleged breach of the representations or
warranties of the Seller referred to therein shall not restrain the enforceability
of a timely notice to the Seller of the kind referred to in Subsection 10.5(a).(v)

Where the Buyer or any of the companies of the Wind Group is at any time
entitled to recover from some other person any sum in respect of any loss or any
matter giving rise to a claim against the Seller and/or Enel under any other provision
of this Agreement, the Buyer shall, and shall procure that the Company or the relevant
Subsidiary shall, undertake all necessary steps to enforce such recovery prior to
taking action against the Seller and/or Enel (other than to notify the Seller of the
claim against the Seller in accordance with Section 10.3(a)(iv)). If the Buyer or the
Company or the relevant Subsidiary recovers any amount from such other person, the
amount of the claim against the Seller and/or Enel shall be reduced by the amount
recovered, less all reasonable expenses incurred by the Buyer or the Company or the
relevant Subsidiary in recovering that sum from such other person.(vi)

If the Seller and/or Enel pay at any time to the Buyer and/or any of the
companies of the Wind Group an amount pursuant to a claim under any provision of this
Agreement and the Buyer or any of the Companies subsequently becomes entitled to
recover from some other person any sum in respect of any matter giving rise to such
claim, the Buyer: (i) shall, and shall procure that the Company or the relevant
Subsidiary shall, take all necessary steps to enforce such recovery; and (ii) shall
immediately repay to the Seller and/or Enel so much of the amount paid by the Seller
and/or Enel to the Buyer or any of the Companies as does not exceed the sum recovered
from such other person less all reasonable expenses incurred by the Buyer or any of
the Companies in recovering that sum from such other person.(vii)

No claim may be made against the Seller and/or Enel to the extent that such
claim arises from:  (a)

any increase in the rates of tax or any change in law or
practice or any change in accountancy practice or principles, being an
increase, withdrawal or change made, in any such case, after the date of this
Agreement;(b)

any differences between the Accounting Principles and the
bases, methods or policies of accounting used by the Buyer, the Company and/or
the Subsidiaries; or Page 33 of 40




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(c)

any changes after Closing in the bases, methods or policies of
accounting of the Company and/or the Subsidiaries.  (b)

Anything in this Agreement and, in particular (but without limitation), in
Section 10.3(a) to the contrary notwithstanding, none of the limitations to the
Buyers right of indemnification shall apply to the representations and warranties
concerning the full ownership of the Shares, the absence of Encumbrances on the Shares
and the right of the Seller to transfer the Shares to the Buyer.(c)

In the event that, at any time between the Closing Date and the date upon
which the liability of Enel and Seller pursuant to this Agreement shall expire
pursuant to Paragraph (a)(iv) preceding, any law, regulation, order or decree should
be enacted in Italy having as an effect the right to settle, in whole or in part, any
matter regarding any company of the Wind Group covered by the Enels or the Sellers
indemnity hereunder (any such law, regulation, order or, decree is hereinafter
referred to as an Amnesty), the following provisions shall apply:  (i)

Enel and the Seller shall have the right to notify the Buyer of
their request that any of the companies of the Wind Group avails itself of the
Amnesty;(ii)

the Buyer shall have the right to determine in its sole
discretion (irrespective of any request of Enel and the Seller under Paragraph
(i) preceding), whether or not such company or companies of the Wind Group
should avail itself of the Amnesty;(iii)

if the Buyer elects to proceed with an Amnesty without the
prior agreement or request of Enel or the Seller, all costs and expenses of
such Amnesty shall be shared between the Parties in the proportion to be
determined by mutual agreement of same or, failing such agreement, to be
determined pursuant to Article 1349 of the Italian Civil Code by an arbitrator
appointed jointly by the Parties or, in the absence of an agreement by the
Parties within 20 Business Days, appointed by the President of the Court of
Rome;(iv)

if the Buyer elects to proceed with an Amnesty in agreement
with Enel or the Seller or pursuant to the request of Enel and the Seller
hereunder, all costs and expenses of such Amnesty shall be borne by Enel and
the Seller;(v)

if the Buyer elects not to proceed with an Amnesty
notwithstanding the request of Enel and the Seller pursuant to Paragraph (i)
preceding, it shall be free to do so, but the liability of Enel and the Seller
under Section 10.1 in respect of the matter constituting the subject of such
Amnesty shall be limited to the amount that would have been paid by the Seller
pursuant to Paragraph (iv) preceding had the Buyer elected to proceed with the
Amnesty in accordance with the Seller request. Page 34 of 40




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10.4

Interest. On any amount to be paid pursuant to this Section 10, interest shall be due by the
Enel and the Seller (without need for prior- notice or protest) at the Agreed Rate for the
period comprised between the date on which demand for the payment of any indemnity thereunder
is made in writing by the Buyer pursuant to Subsection 10.5(a) and the tenth (10th) Business
Day following receipt of such demand by the Seller, and thereafter at a rate per annum equal
to three (3) percentage points over the Agreed Rate until payment is actually received by the
Buyer, provided, however, that, if proceedings are commenced for the payment of principal
amounts in respect of which interest is due pursuant to this Section 10.4, anything herein to
the contrary notwithstanding, such interest shall accrue at the Agreed Rate during the period
between the date on which the demand for payment referred to hereinabove is made by the Buyer
to the Enel and the Seller and the date on which an arbitration award is issued and
communicated to the Parties.10.5

Handling of Claims.If any event occurs which could give rise to a liability of Enel and the
Seller under this Agreement in respect of any warranties or representations contained herein,
the following provisions shall apply:  (a)

without prejudice to the provisions of Subsection 10.3(a)(iv), the Buyer
shall give prompt written notice to Enel and the Seller of such event and shall
provide all reasonable particulars thereof, provided that any delay in giving such
notice shall not discharge Enel and the Seller of their obligations under this
Agreement, except to the extent of any damages actually incurred by Enel the Seller as
a result of such delay or otherwise in connection to an increase of the damages of the
Company attributable to such delay.(b)

Enel and the Seller shall have the right to participate, and, to the maximum
extent permitted by law, join, at its cost, by counsel or, counsels of its choosing,
in the defence of any claim, action, suit or proceeding asserted or initiated against
any company of the Wind Group and/or the Buyer constituting the subject matter of a
notice to the Seller and/or Enel referred to under Paragraph (a) preceding.(c)

The Buyer shall properly and diligently defend, and (when applicable) shall
reasonably co-operate to cause each company of the Wind Group to properly and
diligently defend any third party claim, suit, action or proceeding of the kind
referred to under Paragraph (b) preceding.(d)

The Buyer shall not make or accept any settlement of any claim, action, suit
or proceeding of the kind referred to under Paragraph (b) preceding, nor shall make
acquiescence thereto or, as the case may be, to any demand, assessment, judgement or
order constituting the subject matter of a notice to the Seller and/or Enel of the
kind referred to under Paragraph (a) preceding or, as the case may be, having resulted
from any such claim, action, suit or proceeding, nor shall (to the extent of its
ability) permit any company of the Wind Group to do so, without the prior, written
consent of the Seller and/or Enel, which consent shall not be withheld without
reasonable and sound justification and shall be presumed unless denied in writing
(together with supporting Page 35 of 40




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justifications) not later than ten (10) Business Days following receipt by Enel or
the Seller of the Buyers written request therefor.  (e)

If a firm offer is made to a company of the Wind Group or the Buyer to settle
any matter giving rise to the liability of Enel and/or the Seller under this Article
10 which Enel and/or the Seller, but not the Buyer, are willing to accept, the Buyer
and/or the Company or the relevant Subsidiary (as the case may be) shall be free not
to enter into such settlement and to commence or continue litigation, at its/their own
expense, and the liability of Enel and/or the Seller under Section 10.1 for the
relevant claim shall be limited to the amount of the proposed settlement for the
individual claim.  11.

REPRESENTATIONS AND WARRANTIES BY ENEL AND THE SELLER IN RELATION TO TELLAS AND
INDEMNIFICATION11.1.

Balance SheetExcept for as disclosed under Schedule 11.1, the 2004 balance sheet of Tellas SA
(Tellas Balance Sheet) give a true and fair view of the financial position and results of
the operations of Tellas SA as of December 31, 2004 and for the year ended on said date.11.2

Absence of changes since January 1, 2005Since January 1, 2005 and until the Execution Date, Tellas SA has conducted its business in
the ordinary course.Since January 1, 2005 to the Execution Date, there has not occurred or arisen, with respect
to Tellas SA:  (i)

any extraordinary event or any extraordinary loss suffered or any waiver of any
debts, claims, rights under any contract which is material for its business;(ii)

any sale, assignment, transfer, pledge, lease or other disposal of a substantial
part of the assets;(iii)

any hiring of any executive employee (dirigente), having an annual gross
salary in excess of Euro 200,000;(iv)

any change in accounting methods, principles or practices.  11.3

Indemnification for breaches of the representation of Enel and the Seller provided under
Sections 11.1 and 11.2Enel and the Seller shall jointly and severally pay to the Buyer any and all damages incurred by
the Buyer  proportionally to its shareholding in Tellas SA  as a consequence of any breach of the
representations and warranties of Enel and Seller contained in this Section 11 except for the
liabilities, deficiencies in the assets and costs, losses or damages resulting from the content of
the discousures under this Section 11 including the relevant Schedules. Page 36 of 40




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The provisions set forth from Sections 10.2 to 10.5 shall apply mutatis mutandisto the right of
indemnification of the Wind PPC Holding NV for breaches of the representation and warranties
provided under Sections 11.1 and 11.2 with the only exception of the provisions of Sections 10.3
(a) (i) and 10.3 (a) (ii). The threshold provided under Section 10.3 (a) (iii) shall be deemed
equal to Euro 500,000.00.The liability of Enel and/or the Seller under this Section 11 shall be subject to the following
restrictions and limitations:  (i)

Enel and/or the Seller shall not be liable to the Buyer and/or Tellas SA until the aggregate of all amounts that would otherwise be due pursuant hereto in
connection with any events giving rise to the liability of Enel and/or the Seller
thereunder exceeds Euro 500,000.00, provided that if such limit is exceeded, the Buyer
shall be entitled to recover merely the excess over Euro 500,000.00.(ii)

The liability of Enel and/or the Seller under this Section 11 shall be limited to the
maximum aggregate amount of Euro 5,000,000.00 (five million).  12.

OTHER COVENANTS OF THE PARTIES12.1

No Enticing  ConfidentialityThe Seller and Enel hereby agree and covenant as follows:  (a)

for a period of 1 (one) year after the Closing Date, each of Enel and the
Seller shall not, and shall cause its Affiliates not to, solicit, without the prior
written agreement of the Buyer, the employment of any Employees which are comprised in
the categories of dirigenti or quadri in excess of 5 dirigenti(but excluding Key
Employees), 20 quadriand 50 employees;(b)

for a period of 3 (three) years from the Closing Date, each of Enel and the
Seller shall keep, and shall cause its Affiliates and their directors and employees to
keep, secret and confidential, all information in its/their possession relating to
each company of the Wind Group and its activities, except for information that is or
falls into the public domain or otherwise communicated to third parties through no
fault of Enel or the Seller or of their Affiliates or its or their directors and
employees or is released pursuant to an order of any Court, arbitrator or other
similar body.  12.2

Smooth Transition.In order to facilitate the transition of the Wind Group to the Buyers
group, upon request of the Buyer, Enel shall continue to provide to the Wind Group the
treasury services as they are currently provided, for a period up to three months from the
Closing Date. In the event that the Buyer does not request such services within ten days from
the Closing Date, the agreement providing for such treasury services shall immediately
terminate without any additional cost for the Wind Group.12.3

Press release and announcement.No publicity, release of announcement to the public
concerning the existence, negotiation, execution or delivery of this Agreement, or any of the
provisions contained herein, or the transactions contemplated hereby or any matter ancillary
thereto, shall be made by either Page 37 of 40




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Party prior to, or on, or after the Closing Date, without the prior written consent of the
other Party, as to both form and contents, which consent and approval shall not be
unreasonably withheld; provided however that nothing herein shall prevent either Party from
making any announcement or filing mandatory required by laws, regulations or by the rules
and regulations of any stock exchange or other regulatory body having jurisdiction on the
Buyer or the Seller.13.

MISCELLANEOUS13.1

Survival.This Agreement will remain in full force and effect even after the Closing Date in
respect to all its provisions which by their nature are not intended to be fulfilled at the
Closing, without being necessary for any Party to reiterate or otherwise confirm its
commitment with respect thereof.13.2

Entire agreement.This Agreement (together with all documents which are required by its terms
to be entered into by the Parties) supersedes any agreement, verbally or in writing entered
between the Parties prior to the date hereof in respect of the sale and purchase of all the
Shares.13.3

Amendment.No amendment to this Agreement shall be effective against any Party to this
Agreement unless made in writing and signed by such Party.13.4

Failure and waiver.The failure of any Party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of any right hereunder, nor
shall it deprive that Party of the right thereafter to insist upon the strict adherence to
that term or any other terms of this Agreement.A waiver of any term, provision or condition of, or consent granted under, this Agreement
shall be effective only if given in writing and signed by the waiving or consenting Party
and only for the purpose for which it is given.13.5

Severability.The invalidity for any reason or the unenforceability of any provisions (or
part thereof) of this Agreement shall not affect the validity, legality or enforceability of
any other provisions of this Agreement (or part thereof); it being agreed and understood by
the Parties that if any provision (or part thereof) is or at any time becomes to any extent
invalid, illegal or unenforceable, the Parties shall negotiate to any possible legal extent
and in good faith such replacement provisions or such changes to this Agreement as may be
necessary to implement the transactions contemplated herein in the manner originally agreed.13.6

Assignment.Exception made for the provisions of Section 2.3 above and for the provisions of
the financing agreements mentioned in this Agreement, this Agreement shall be binding upon and
inure to the benefit of the Parties hereto and may not be assigned by the Seller or the Buyer
without the prior written consent of the other Party except for the right of the Buyer to
assign any of its current and future monetary receivables towards the Seller and/or Enel under
this Agreement to the finance parties participating, in any capacity, in the various financing
transactions to be carried out in connection with the share acquisition the benefit of the
representation and warranties and of the indemnification rights to its financing banks. Page 38 of 40




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13.7

Costs and expenses.The Seller and the Buyer will each bear its own fees and expenses,
including but not limited to legal fees and expenses, incurred in connection with the
negotiations, preparation and execution of this Agreement and the transaction contemplated
hereby.Any costs, expenses, taxes, duties or charges of any kind levied in connection with the sale
and transfer of the Shares shall be paid by the Buyer.13.8

Notice, communications and election of domicile.Unless otherwise provided for in any other
provision of this Agreement, any notice, communication or other document required or permitted
to be given under this Agreement shall be made in writing and in English and shall be deemed
to have been duly and validly given: (a) in the case of notice sent by registered, certified
or express mail or international courier, upon receipt of the same, and (b) in the case of
notice sent by telefax upon acknowledgement of successful and complete transmission by the fax
machine of the sending party; addressed, in all cases, as follows:  (i)

if to Enel or to the Seller:
Enel S.p.A.
Viale Regina Margherita, 137
00139 Roma
Facsimile no.: +39 06 85097866
Attention of: Salvatore Cardillo, head of legal department;  (ii)

if to the Buyer, to Newco, to Bidco, to Luxco, to Pikco:
Nile City towers, Cornish El Nile, Ramlet Beaulac,
Cairo, Egypt
Fax: +202 461 50 54
Attention of Mr. Naguib Sawiris;  or to such other address, facsimile no. or to such other person as any Party shall have last
designated by notice to the other Party in accordance with the provisions of this Section
13.8.Mr. Naguib Sawiris elects domicile, to any effect of this Agreement, in Rome, Piazza SS:
Apostoli 80 c/o SAE-Capital S.p.A., Italy.  13.9

Counterparts.This Agreement may be executed in any number of counterparts, and each
counterpart shall constitute an original instrument, but all such separate counterparts shall
constitute one and the same agreement.13.10

Joint obligation.NS acknowledges and accepts to be joint obligor  pursuant to Article 1292
of the Italian Civil Code  with the Buyer, Newco, Bidco, Pikco, April Holding, OS Holding,
Luxco, for all the obligations and undertakings provided on their respective side in this
Agreement.13.11

Initialization.NS underwrites the Agreement and gives proxy to Mr. Stefano Speroni, Esq.,
to initial the previous pages and the Enclosures.14.

GOVERNING LAW AND JURISDICTION Page 39 of 40




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14.1

Governing law.This Agreement shall be governed by, and construed and interpreted in
accordance with the laws of Italy.14.2

Jurisdiction.Any and all disputes relating to or arising from this Agreement shall be
exclusively submitted to the competence of the Court of Rome. IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed by their
respective officers or representatives thereunto duly authorized, in London on May 26, 2005. Weather Investments II S.A.R.L. /s/ Naguib Onsi Sawiris Enel Investment Holding BV /s/ Biagio Cinelli Enel S.p.A. /s/ Carlo Tamburi Naguib Sawiris, as a joint obligor with each of the Buyer, Newco, Bidco, Pikco, April Holding, OS
Holding, Luxco. /s/ Naguib Onsi Sawiris OS Holding, as for the obligations relating to the contribution the OTH GDRs in Newco and to OTH
interim period /s/ Naguib Onsi Sawiris April Holding, as for the obligations relating to the contribution the OTH GDRs in Newco and to OTH
interim period /s/ Naguib Onsi Sawiris Weather Investments S.r.l. /s/ Alessandro Benedetti Page 40 of 40