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EXECUTION COPY
 EURO 35,000,000,000
CREDIT FACILITY AGREEMENT
 10 APRIL 2007
 for
ENEL S.p.A.
as the Company
 and
 ENEL FINANCE INTERNATIONAL S.A.
as the International Borrower
 with
 BANCO SANTANDER CENTRAL HISPANO, S.A., BAYERISCHE HYPO-UND VEREINSBANK
AG, MILAN BRANCH, INTESA SANPAOLO S.p.A., MEDIOBANCA  BANCA DI CREDITO
FINANZIARIO S.p.A. and UBS LIMITED
as mandated lead arrangers
 BANCO SANTANDER CENTRAL HISPANO, S.A., BAYERISCHE HYPO-UND VEREINSBANK
AG, MILAN BRANCH, INTESA SANPAOLO S.p.A., MEDIOBANCA  BANCA DI CREDITO
FINANZIARIO S.p.A. and UBS LIMITED
as bookrunners
 MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.
acting as agent
 BANCO SANTANDER CENTRAL HISPANO, S.A.
acting as issuer of the Avales
 AND THE LENDERS




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CONTENTS
 PageClause1.
    
    Definitions and Interpretation
    
    
    12.
    
    The Facilities
    
    
    263.
    
    Purpose
    
    
    274.
    
    Conditions of Utilisation
    
    
    285.
    
    Utilisation  Advances
    
    
    326.
    
    Utilisation  Avales
    
    
    337.
    
    Avales
    
    
    358.
    
    Repayment
    
    
    429.
    
    Prepayment and Cancellation
    
    
    4210.
    
    Interest
    
    
    4911.
    
    Interest Periods
    
    
    5112.
    
    Changes to the Calculation of Interest
    
    
    5213.
    
    Fees
    
    
    5414.
    
    Tax Gross-Up and Indemnities
    
    
    5515.
    
    Increased Costs
    
    
    5816.
    
    Other Indemnities
    
    
    5917.
    
    Mitigation by the Lenders
    
    
    6118.
    
    Costs and Expenses
    
    
    6119.
    
    Guarantee and Indemnity
    
    
    6320.
    
    Representations
    
    
    6621.
    
    Information Undertakings
    
    
    7022.
    
    Financial Covenants
    
    
    7323.
    
    General Undertakings
    
    
    7524.
    
    Events of Default
    
    
    7825.
    
    Changes to the Lenders
    
    
    8326.
    
    Confidentiality
    
    
    8627.
    
    Changes to the Borrowers
    
    
    8728.
    
    Role of the Agent, the Bookrunners and the Mandated Lead Arrangers
    
    
    8829.
    
    Conduct of Business by the Finance Parties
    
    
    9230.
    
    Sharing Among the Finance Parties
    
    
    9331.
    
    Payment Mechanics
    
    
    9532.
    
    Set-Off
    
    
    9733.
    
    Notices
    
    
    9734.
    
    Calculations and Certificates
    
    
    9935.
    
    Partial Invalidity
    
    
    9936.
    
    Remedies and Waivers
    
    
    9937.
    
    Amendments and Waivers
    
    
    9938.
    
    Permitted Facility C Increase
    
    
    10139.
    
    Counterparts
    
    
    10440.
    
    Governing Law
    
    
    10541.
    
    Enforcement
    
    
    105Schedule1.
    
    The Original Finance Parties
    
    
    106Part 1   Initial Issuing Entity
    
    
    106




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PagePart 2   Original Lenders
    
    
    1062.
    
    Conditions Precedent
    
    
    1073.
    
    Requests
    
    
    109Part 1 Utilisation Request
    
    
    109Part 2 Selection Notice
    
    
    1104.
    
    Form of Transfer Certificate
    
    
    1115.
    
    Timetables
    
    
    1136.
    
    Form of Indemnity Claim Notice
    
    
    1147.
    
    Form of Compliance Certificate
    
    
    1158.
    
    Mandatory Cost Formula
    
    
    1169.
    
    Incremental Commitments
    
    
    118Part 1   Form of Accession Certificate
    
    
    118Part 2   Form of Increase Certificate
    
    
    12010.
    
    Form of Avales
    
    
    122Signatories
    
    
    124




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THIS AGREEMENT
 BETWEEN
 (1)
    
    ENEL S.p.A.(a company organised under the laws of Italy and whose registered office is at
Viale Regina Margherita, 137, 00198 Rome and which is registered with the Registro delle
Imprese(Companys Register) of Rome under number RM091-1992-7052) (the Company);(2)
    
    ENEL FINANCE INTERNATIONAL S.A.(a public limited liability company (société anonyme)
incorporated under the laws of Luxembourg and whose registered office is at 31-33, boulevard
du Prince Henri, L 1724 Luxembourg and which is registered with the Luxembourg Trade and
Companies Register (Registre de Commerce et des Sociétés) under number B.60.088 (the
International Borrower);(3)
    
    BANCO SANTANDER CENTRAL HISPANO, S.A., BAYERISCHE HYPO-UND VEREINSBANK AG MILAN BRANCH,
INTESA SANPAOLO S.p.A., MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.and UBS LIMITED,
whether acting individually or together as mandated lead arrangers of the facilities to be
provided under this Agreement (the Mandated Lead Arrangers);(4)
    
    BANCO SANTANDER CENTRAL HISPANO, S.A., BAYERISCHE HYPO-UND VEREINSBANK AG MILAN BRANCH,
INTESA SANPAOLO S.p.A., MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.and UBS LIMITED,
whether acting individually or together as bookrunners of the facilities to be provided under
this Agreement (the Bookrunners);(5)
    
    THE FINANCIAL INSTITUTIONlisted in Part 1 (Initial Issuing Entity) of Schedule 1 (The
Original Finance Parties) as issuer of the Avales (in this capacity, the Initial Issuing
Entity);(6)
    
    THE FINANCIAL INSTITUTIONSlisted in Part 2 (Original Lenders) of Schedule 1 (The Original
Finance Parties) as lenders (the Original Lenders); and(7)
    
    MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.as agent of the other Finance Parties (the
Agent).
 IT IS AGREED
 SECTION 1
 INTERPRETATION
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this Agreement:Accepted Sharesmeans the Target Shares which are to be acquired by the Company or Bidco in
accordance with the Offer.Accounting Periodmeans, in relation to any person, any period of six months or one year for
which Accounts of such person are required to be delivered pursuant to this Agreement.
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Accountsmeans at any time and from time to time:
 (a)
    
    the latest Audited Accounts; and(b)
    
    the latest half-yearly Unaudited Accounts,
 in each case delivered or required to be delivered to the Agent pursuant to this Agreement,
or such of those accounts or financial statements as the context requires.Acquisitionmeans the Offer and the transactions referred to in Clauses 3.1(b)(ii), (iii),
(vi), (vii) and (ix).Acquisition Paymentmeans the payment of the amount required to be paid by way of cash
consideration by the Company (or Bidco, as the case may be) for the Accepted Shares on a
Settlement Date.Administrative Partymeans a Mandated Lead Arranger, a Bookrunner, an Issuing Entity or the
Agent.Advancemeans a Facility A1 Advance, a Facility A2 Advance, a Facility B1 Advance, a
Facility B2 Advance, a Facility C1 Advance or a Facility C2 Advance.Affiliatemeans, in relation to any person, a Subsidiary of that person or a Holding Company
of that person or any other Subsidiary of that Holding Company.Agreed Exceptionsmeans with respect to any action, proceeding or procedure referred to in
Clause 24.6 (Insolvency proceedings) and Clause 24.7 (Creditors Process) (each a Relevant
Procedure):
 (a)
    
    the Relevant Procedure is discharged within 45 days of its commencement,
provided that in case of bankruptcy proceeding initiated on request of third party
creditors such term will be deemed starting as of the date the relevant hearing is set
pursuant to article 15 of R.D. 16 March 1942, no. 267, as amended from time to time; or(b)
    
    on or prior to the end of the 45 day period mentioned in (a) above it is
demonstrated to the satisfaction of the Majority Lenders (in their discretion but
acting in good faith) that:
 (i)
    
    the Relevant Procedure is frivolous and vexatious and is being
duly defended in good faith and by appropriate proceedings; or(ii)
    
    the Relevant Procedure is being duly defended in good faith and
by appropriate proceedings and the relevant Borrower, the relevant Material
Subsidiary, the Target or, as the case may be, the JV Co has sufficient funds to
meet the maximum potential liability which may result from such proceedings,
 and (in any event) the Relevant Procedure does not result in the entry into of a composition
or arrangement referred to in Clause 24.6 (Insolvency proceedings) or an appointment
referred to in Clause 24.7 (Creditors Process) and in each of (i) and (ii) above, within 60
days of the end of the 45 day period mentioned in (a) above, the Relevant Procedure is
discharged.American Depositary Receiptsmeans any depositary receipt issued by any depositary under any
sponsored or un-sponsored American depositary receipt programme in respect of any Target
Shares.
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American Depositary Sharesmeans the Target Shares evidenced by American Depositary
Receipts.Ancillary Offerhas the meaning given in Clause 3.1(b)(ix) (Purpose).Audited Accountsmeans the fully audited annual unconsolidated and fully audited annual
consolidated financial statements of the Company.Auditorsmeans KPMG S.p.A. or such other leading firm of independent and internationally
recognised accountants as may be appointed by the Company as the auditors of the Group and
notified to the Agent.Authorisationmeans an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.Authorised Signatorymeans (a) in relation to the Company, Claudio Machetti or his
successors in title and (b) in relation to the International Borrower, Fabrizio Vachez or
his successors in title.Availability Periodmeans the period from and including the date of this Agreement to and
including the date falling 364 days after the date of this Agreement (as such period may be
extended in respect of one or more Lenders pursuant to Clause 4.7 (Extension of Availability
Period)).Available Commitmentmeans, in relation to a Facility, a Lenders Commitment in relation to
that Facility less:
 (a)
    
    the amount of its participation in any outstanding Advances or Avales under
that Facility at such time; and(b)
    
    in relation to any proposed Utilisation, the amount of its participation in any
Advances that are due to be made (in the case of Advances) or issued (in the case of
Avales) under that Facility on or before the proposed Utilisation Date,
 in each case, taking into account the operation of Clause 5.1(b) (Delivery of a Utilisation
for an Advance).Available Facilitymeans, in relation to a Facility, the aggregate for the time being of
each Lenders Available Commitment in respect of that Facility.Avalmeans each aval issued by one or more Issuing Entities in the form set out in Schedule
10 (Form of Avales) or such other form as may be required by the CNMV in connection with the
Companys (or Bidcos as the case may be) participation in the Offer or any substitute Aval
issued in accordance with Clause 6.3 (Issue of Avales) (together, the Avales).Aval Cash Collateralisation Datemeans the date falling 364 days after the date of this
Agreement.Aval Feehas the meaning given to that term in Clause 13.4 (Fees in respect of Avales).Aval Release Datemeans the date on which an Aval is repaid or prepaid in full pursuant to
Clause 1.5 (Avales) below.Bank Raisingmeans any Financial Indebtedness raised by way of any bank facility loan in the
form of a syndicated facility or a coordinated series of bilateral facilities, in each case
borrowed by the Company or any wholly-owned Subsidiary of the Company and guaranteed by the
Company.
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Bidcomeans Enel Energy Europe S.r.l. or any other member of the Group that makes the Offer.Blocked Accounthas the meaning given in Clause 7.6(b) (Cash Collateralisation of Avales).Borrowermeans the Company or the International Borrower.Break Costsmeans the amount (if any) by which:
 (a)
    
    the interest (excluding the Margin and Mandatory Cost) which a Lender should
have received for the period from the date of receipt of all or any part of its
participation in an Advance or Unpaid Sum to the last day of the current Interest
Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum
received been paid on the last day of that Interest Period;
 exceeds:
 (b)
    
    the amount which that Lender would be able to obtain by placing an amount equal
to the principal amount or Unpaid Sum received by it on deposit with a leading bank in
the Relevant Interbank Market for a period starting on the Business Day following
receipt or recovery and ending on the last day of the current Interest Period.
 Business Daymeans a day (other than a Saturday or Sunday) on which banks are open for
general business in London, Madrid, Luxembourg and Milan and which is a TARGET Day.Capital Markets Instrumentsmeans Financial Indebtedness incurred by way of any notes or
bonds whether or not convertible into share capital of any member of the Group issued by the
Company or by any wholly-owned member of the Group and guaranteed by the Company (excluding
the issuance of any commercial paper).Cashmeans cash in hand or cash at any bank or financial institution.Certain Funds Periodmeans the period commencing on the date of this Agreement and ending on
the earlier of:
 (a)
    
    the date on which the Offer lapses, terminates or is withdrawn by the Company
(or Bidco);(b)
    
    the Aval Cash Collateralisation Date; and(c)
    
    the day when the last Aval is released by CNMV following the occurrence of the
Settlement Date.
 Certain Funds Utilisationmeans an Aval or an Offer Advance.Civil Codemeans the Italian Civil Code (codice civile), the initial version of which was
enacted by Italian Royal Decree (Regio Decreto) No. 262 of 16 March 1942.Claimed Amounthas the meaning given in Clause 7.1 (Authority to pay claims under an Aval).Clean-Up Datemeans the date falling 180 days after the initial Settlement Date.Clean-Up Periodmeans the period commencing on the Signing Date and ending on the Clean-Up
Date.
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CNMVmeans the National Securities Market Commission of Spain (Comisión Nacional del Mercado
de Valores).Commitmentmeans a Facility A1 Commitment, a Facility A2 Commitment, a Facility B1
Commitment, a Facility B2 Commitment, a Facility C1 Commitment or a Facility C2 Commitment.Compliance Certificatemeans a certificate substantially in the form set out in Schedule 7
(Form of Compliance Certificate).Control Eventmeans:
 (a)
    
    any shareholder, or shareholders acting in concert, other than MEF or any other
arm or organ of Italy or any company directly or indirectly controlled by the MEF,
acquires control (in accordance with the provisions of Article 2359 of the Civil Code)
of the Company; or(b)
    
    the Company or any other member of the Group merges or agrees to merge all or a
substantial part of the business, assets or undertaking of the Group taken as a whole
with any other person or persons and the creditworthiness of the Group following that
merger is or will be, in the opinion of the Majority Lenders, acting reasonably
materially weaker than the creditworthiness of the Group immediately prior to the
relevant merger.
 Controlled Subsidiaryof any person means any company or corporation that is, directly or
indirectly, controlled by that person in accordance with the provisions of Article 2359,
first paragraph, numbers 1 and 2, of the Civil Code. Article 2359, of the Civil Code does
not apply in case of JV Co or any member of the Target Group, unless the Company is actually
entitled to direct the affairs of JV Co or, as the case may be, the Target and control the
composition of the board of directors or any equivalent body of JV Co or, as the case may
be, the Target.Co-operation Agreementmeans the agreement dated 26 March 2007 between, among others, the
Company and the JV Partner in connection with the Offer and related matters.Defaultmeans an Event of Default or any event or circumstance specified in Clause 24
(Events of Default) which would (with the expiry of a grace period, the giving of notice,
the making of any determination under the Finance Documents other than the occurrence of the
event itself or any combination of any of the foregoing) be an Event of Default.E.On Agreementmeans the agreement dated 2 April 2007 between the Company, Acciona, S.A. and
E.On AG in connection with the Offer and related matters.Encumbrancemeans any mortgage, pledge, lien, charge, assignment or Italian or Spanish law
equivalent for the purpose of providing security, hypothecation or other security interest
or other encumbrance securing any obligation of any person or any other type of preferential
arrangement created with the primary intention of conferring security (and includes the
segregation of assets for the purpose of Article 2447-bis of the Civil Code (Patrimoni
Destinati ad uno Specifico Affare) or the issue of any class of stock or other financial
instruments under Article 2447-ter of the Civil Code).Environmental Claimmeans any claim, proceeding or investigation by any person in respect of
any Environmental Law.Environmental Lawmeans any applicable law in any jurisdiction in which any member of the
Group conducts business which relates to the pollution or protection of the environment or
harm to or the protection of human health or the health of animals or plants.
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Environmental Permitsmeans any permit, licence, consent, approval and other authorisation
required under any Environmental Law for the operation of the business of any member of the
Group conducted on or from the properties owned or used by the relevant member of the Group.Equity Issuemeans:
 (a)
    
    any sale or issue of shares (or instruments convertible into shares) pursuant
to an IPO; or(b)
    
    any issue of shares by the Company, Bidco or JV Co (other than, in each case,
pursuant to any employee stock option),
 that is, in each case, other than to another member of the Group.EURIBORmeans, in relation to any Advance:
 (a)
    
    the applicable Screen Rate; or(b)
    
    (if no Screen Rate is available for the Interest Period of that Advance) the
arithmetic mean of the per annum rates (rounded upwards if necessary to four decimal
places) as supplied to the Agent at its request quoted by the Reference Banks to
leading banks in the European interbank market,
 as of the Specified Time on the Quotation Day for the offering of deposits in euro for a
period comparable to the relevant Interest Period of the relevant Advance.Event of Defaultmeans any event or circumstance specified as such in Clause 24 (Events of
Default).Extension Noticehas the meaning given in Clause 4.6 (Extension Option).Facilitymeans Facility A1, Facility A2, Facility B1, Facility B2, Facility C1 or Facility
C2 and Facilitiesshall be construed accordingly.Facility Ameans Facility A1 or Facility A2.Facility A Advancemeans a Facility A1 Advance or a Facility A2 Advance.Facility A1means the term loan facility made available under this Agreement as described in
paragraph (a) of Clause 2.1 (The Facilities).Facility A1 Advancemeans a loan made or to be made under Facility A1 or the principal
amount for the time being of that loan.Facility A1 Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in Euros set opposite its name
under the heading Facility A1 Commitment in Part 2 of Schedule 1 (The Original
Finance Parties) and the amount of any other Facility A1 Commitment transferred to it
under this Agreement; and(b)
    
    in relation to any other Lender, the amount in Euros of any Facility A1
Commitment transferred to it under this Agreement,
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to the extent not cancelled, reduced or transferred by it under this Agreement.Facility A2means the term loan facility made available under this Agreement as described in
paragraph (b) of Clause 2.1 (The Facilities).Facility A2 Advancemeans a loan made or to be made under Facility A2 or the principal
amount for the time being of that loan.Facility A2 Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in Euros set opposite its name
under the heading Facility A2 Commitment in Part 2 of Schedule 1 (The Original
Finance Parties) and the amount of any other Facility A2 Commitment transferred to it
under this Agreement; and(b)
    
    in relation to any other Lender, the amount in Euros of any Facility A2
Commitment transferred to it under this Agreement,
 to the extent not cancelled, reduced or transferred by it under this Agreement.Facility Bmeans Facility B1 or Facility B2.Facility B Advancemeans a Facility B1 Advance or a Facility B2 Advance.Facility B1means the term loan facility made available under this Agreement as described in
paragraph (c) of Clause 2.1 (The Facilities).Facility B1 Advancemeans a loan made or to be made under Facility B1 or the principal
amount outstanding for the time being of that loan.Facility B1 Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in Euros set opposite its name
under the heading Facility B1 Commitment in Part 2 of Schedule 1 (The Original
Finance Parties) and the amount of any other Facility B1 Commitment transferred to it
under this Agreement; and(b)
    
    in relation to any other Lender, the amount in Euros of any Facility B1
Commitment transferred to it under this Agreement,
 to the extent not cancelled, reduced or transferred by it under this Agreement.Facility B2means the term loan facility made available under this Agreement as described in
paragraph (d) of Clause 2.1 (The Facilities).Facility B2 Advancemeans a loan made or to be made under Facility B2 or the principal
amount outstanding for the time being of that loan.Facility B2 Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in Euros set opposite its name
under the heading Facility B2 Commitment in Part 2 of Schedule 1 (The Original
Finance Parties) and the amount of any other Facility B2 Commitment transferred to it under this
Agreement; and
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(b)
    
    in relation to any other Lender, the amount in Euros of any Facility B2
Commitment transferred to it under this Agreement,
 to the extent not cancelled, reduced or transferred by it under this Agreement.Facility Cmeans Facility C1 or Facility C2.Facility C Advancemeans a Facility C1 Advance or a Facility C2 Advance.Facility C Commitmentmeans a Facility C1 Commitment or a Facility C2 Commitment.Facility C1means the term loan facility made available under this Agreement as described in
paragraph (e) of Clause 2.1 (The Facilities).Facility C1 Advancemeans a loan made or to be made under Facility C1 or the principal
amount outstanding for the time being of that loan.Facility C1 Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in Euros set opposite its name
under the heading Facility C1 Commitment in Part 2 of Schedule 1 (The Original
Finance Parties) and the amount of any other Facility C1 Commitment transferred to it
under this Agreement; and(b)
    
    in relation to any other Lender, the amount in Euros of any Facility C1
Commitment transferred to it under this Agreement,
 to the extent not cancelled, reduced, transferred or increased by it under this Agreement.Facility C2means the term loan facility made available under this Agreement as described in
paragraph (f) of Clause 2.1 (The Facilities).Facility C2 Advancemeans a loan made or to be made under Facility C2 or the principal
amount for the time being of that loan.Facility C2 Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in Euros set opposite its name
under the heading Facility C2 Commitment in Part 2 of Schedule 1 (The Original
Finance Parties) and the amount of any other Facility C2 Commitment transferred to it
under this Agreement; and(b)
    
    in relation to any other Lender, the amount in Euros of any Facility C2
Commitment transferred to it under this Agreement,
 to the extent not cancelled, reduced, transferred or increased by it under this Agreement.Facility Officemeans the office or offices notified by a Lender to the Agent in writing on
or before the date it becomes a Lender (or, following that date, by not less than five
Business Days written
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notice) (subject always to the provisions of Clause 25.2(g) (Conditions of Assignment or
Transfer)) as the office or offices through which it will perform its obligations under this
Agreement.Fee Lettermeans any letter or letters entered into by reference to this Agreement between
one or more of the Administrative Parties and any Borrower setting out any of the fees
referred to in Clause 13 (Fees).Final Maturity Datemeans:
 (a)
    
    in relation to Facility A, the day which is 364 days after the Signing Date, as
such date may be extended under Clause 4.6 (Extension Option) in respect of Facility A
Advances the subject of the Extension Notice (or, if such day is not a Business Day,
the immediately preceding Business Day);(b)
    
    in relation to Facility B, the day which is 3 years after the Signing Date (or,
if such day is not a Business Day, the immediately preceding Business Day); or(c)
    
    in relation to Facility C, the day which is 5 years after the Signing Date (or,
if such day is not a Business Day, the immediately preceding Business Day).
 Final Release Datemeans the date on which the Aval Release Date has occurred in respect of
each Aval.Finance Documentmeans this Agreement, the Syndication Letter, any Fee Letter, each Aval,
any Accession Document (as defined in Clause 38 (Permitted Facility C Increase)) and any
other document designated as such by the Agent and the Company.Finance Partymeans each Administrative Party and the Lenders.Financial Indebtednessmeans any indebtedness for or in respect of:
 (a)
    
    moneys borrowed or raised;(b)
    
    any debenture, bond, note, loan stock, commercial paper or similar instrument;(c)
    
    any acceptance credit, bill-discounting, note purchase or documentary credit
facility;(d)
    
    any finance lease;(e)
    
    any receivables purchase, factoring or discounting arrangement under which
there is recourse (save for customary warranties and/or indemnities) in whole or in
part to any member of the Group;(f)
    
    any amount in respect of a currency swap, or interest swap, cap or collar
arrangement, option or any other derivative instrument which has become due and
payable; or(g)
    
    any guarantee or other legally binding assurance against financial loss in
respect of the indebtedness of any person arising under an obligation falling within
(a) to (f) above,
 in each case without double counting.Gross Total Assetsmeans, at any time, the consolidated gross total assets of the Group, as
evidenced in the most recently delivered consolidated Accounts of the Company (but adjusted
to
 9




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take account of any acquisition or disposal made by any member of the Group since the last
day of the accounting period for such Accounts).Groupmeans the Company and any Controlled Subsidiary of the Group for the time being.Holding Companymeans, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.IASmeans the International Accounting Standards (IAS), International Financial Reporting
Standards (IFRS) and related Interpretations (SIC-IFRIC interpretations), subsequent
amendments to those standards and related interpretations, future standards and related
interpretations issued or adopted from time to time by the International Accounting
Standards Board (IASB) to the extent applicable to the relevant financial statements.Improved Offermeans any improved offer pursuant to Clause 2.1.8 of the Co-operation
Agreement (including the Enels Improved Offer as defined in Clause 2.1.8(iii) of the
Co-operation Agreement) and any action related thereto which is taken in accordance with the
Co-operation Agreement.Indemnified Partymeans:
 (a)
    
    each Issuing Entity; and(b)
    
    each Lender.
 Indemnity Claimhas the meaning given to that term in Clause 7.2 (Lenders Indemnity).Indemnity Claim Noticemeans a notice in respect of an Indemnity Claim served pursuant to
Clause 7.5 (Settlement of Claims under Lenders Indemnity) and substantially in the form of
Schedule 6 (Form of Indemnity Claim Notice).Information Packagemeans any document concerning the Group which, at the Companys request
and on its behalf, is to be prepared in relation to the transaction contemplated by this
Agreement and distributed by the Bookrunners to selected prospective lenders after the
Signing Date in connection with Syndication.Interest Periodmeans, in relation to an Advance, each period determined in accordance with
Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 10.3 (Default interest).IPOmeans the sale or issue of any shares of a Subsidiary of the Company or of the Target by
way of flotation, rights issue, public placing, listing or other public offering.ISPmeans the International Standby Practices, 1998.Issuing Entitymeans:
 (a)
    
    the Initial Issuing Entity; and(b)
    
    each other person who agrees to be bound by this Agreement as an Issuing Entity
in writing in a form and substance, and on terms, acceptable to the Company and the
Agent.
 Italian Qualifying Lendermeans an institution which, at any time:
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(a)
    
    is authorised or licensed to carry out banking activities within the territory
of Italy, and qualifies as a banca autorizzata in Italia pursuant to article 1,
paragraph 2(d) of Legislative Decree No. 385 dated 1 September 1993 and lends through a
Facility Office in Italy and is resident in Italy for tax purposes; or(b)
    
    is a financial institution pursuant to article 106 of Legislative Decree No.
385 dated 1 September 1993 and lends through a Facility Office in Italy and is resident
in Italy for tax purposes; or(c)
    
    is:
 (i)
    
    a branch office in Italy of an institution which is authorised or
licensed in a member state of the European Union to carry out banking
activities; or(ii)
    
    a branch office in Italy of a non-European Union institution
which is authorised or licensed to carry out lending activities in Italy,
 for which interest received or receivable under the Finance Documents is subject to
Italian taxation pursuant to Art. 152 of Italian Presidential Decree No. 917 dated 22
December 1986.
 Italian Treaty Lendermeans an institution incorporated in a country which has a double tax
treaty with Italy pursuant to which no withholding tax (whether on account or final) is
required to be made on interest payments by the Company hereunder and is entitled to benefit
from such double tax treaty.Italymeans the Republic of Italy and (unless the context otherwise requires) includes any
relevant political, legal, taxing or other sub-division thereof.JV Comeans the company referred to as Newco in the Co-operation Agreement.JV Partnermeans Acciona S.A. or any of its Subsidiaries.Lendermeans:
 (a)
    
    any Original Lender; and(b)
    
    any bank, financial institution, trust, fund or other entity which becomes a
Party in accordance with Clause 25 (Changes to the Lenders) or Clause 38 (Permitted
Facility C Increase),
 which in each case has not ceased to be a Party in accordance with the terms of this
Agreement, provided that, upon (i) termination in full of all the Commitments of any Lender,
and (ii) the irrevocable payment in full of all amounts which may be or become payable to
such Lender under the Finance Documents, such Lender shall not be regarded as being a Lender
for the purposes of determining whether any provision of any of the Finance Documents
requiring consultation with or the consent or approval of or instructions from the Lenders
or the Majority Lenders has been complied with.Luxembourgmeans the Grand Duchy of Luxembourg.
 11




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Major Breachmeans a breach of any of Clauses 23.5 (Negative pledge), 23.6 (Disposals),
23.13 (Subsidiary Financial Indebtedness), 23.14 (Conduct of Offer) or 23.17 (Co-operation
Agreement and E.On Agreement) (but in each case not in relation to any member of the Target
Group).Major Defaultmeans any outstanding Event of Default under any of Clauses 24.1
(Non-payment), 24.2 (Other obligations) (only in relation to a Major Breach), 24.3
(Misrepresentation) (only in relation to a Major Representation), 24.5 (a) or (b)
(Insolvency) (only in relation to a Borrower), 24.6 (Insolvency proceedings) (only in
relation to a Borrower), 24.9 (Unlawfulness) or 24.10 (Repudiation) and any outstanding
Default under Clause 23.14 (d) or (e) (Conduct of Offer).Major Representationmeans any of the representations contained in Clauses 20.1 (Status),
20.2 (Binding obligations), 20.3 (Non-conflict with other obligations), 20.4 (Power and
authority), 20.5 (Validity and admissibility in evidence) and 20.15 (Pari passu ranking), in
each case in relation to a Borrower.Majority Lendersmeans at any time a Lender or Lenders the aggregate of whose participations
in Utilisations and undrawn Commitments represent by value more than sixty-six and
two-thirds per cent. (66 and 2/3%) of the aggregate amount of all such Utilisations and all
such Commitments at such time, provided that, if there are no Utilisations outstanding and
the Commitments have been reduced to nil, a Lender or Lenders the aggregate of whose
Commitments represented by value more than sixty-six and two-thirds per cent. (66 and 2/3%)
of the aggregate amount of all such Commitments immediately before the reduction.Mandatory Costmeans:
 (a)
    
    the percentage rate per annum calculated by the Agent in accordance with
Schedule 8 (Mandatory Cost Formula); and(b)
    
    the cost imputed to the Lenders of compliance with any other applicable
regulatory or central bank requirement relating to any Advance made through a Facility
Office in the jurisdiction of that Facility Office.
 Marginmeans the percentage rate per annum determined in accordance with Clause 10.5
(Margin).Material Adverse Effectmeans any event, effect or circumstance which is materially adverse
to the business, financial condition, assets or operations of the Group taken as a whole
such that the ability of the Borrowers to perform their respective payment obligations under
the Finance Documents is materially and adversely affected.Material Subsidiarymeans Bidco, the International Borrower and, at any time, a Controlled
Subsidiary of the Company whose gross total assets or turnover (excluding intra Group items)
then equal or exceed ten per cent. (10 %) of the Gross Total Assets or turnover of the
Group. For this purpose:
 (a)
    
    the gross total assets or turnover of a Controlled Subsidiary of the Company
will be determined from its financial statements (consolidated if it has subsidiaries)
upon which the latest audited financial statements of the Group have been based;(b)
    
    if a Controlled Subsidiary of the Company becomes a member of the Group after
the date on which the latest audited financial statements of the Group have been
prepared, the gross total assets or turnover of that Controlled Subsidiary will be
determined from its latest financial statements;
 12




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##### 



(c)
    
    the Gross Total Assets or turnover of the Group will be determined from its
latest audited financial statements, adjusted (where appropriate) to reflect the gross
total assets or turnover of any company or business subsequently acquired or disposed
of; and(d)
    
    if a Material Subsidiary disposes of all or substantially all of its assets to
another Controlled Subsidiary of the Company, it will immediately cease to be a
Material Subsidiary and the other Controlled Subsidiary (if it is not already) will
immediately become a Material Subsidiary; the subsequent financial statements of those
Controlled Subsidiaries and the Group will be used to determine whether those
Controlled Subsidiaries are Material Subsidiaries or not.
 If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate
of the Auditors of the Company will be, in the absence of manifest error, conclusive. For
the avoidance of doubt, a Project Finance Subsidiary shall under no circumstances be
considered a Material Subsidiary.MEFmeans the Italian Ministry of the Economy and Finance.Monthmeans a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:
 (a)
    
    subject to paragraph (c) below if the numerically corresponding day is not a
Business Day, that period shall end on the next Business Day in that calendar month in
which that period is to end if there is one, or if there is not, on the immediately
preceding Business Day;(b)
    
    if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that calendar
month; and(c)
    
    if an Interest Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar month in which that
Interest Period is to end.
 The above rules will only apply to the last Month of any period.Moodysmeans Moodys Investors Services, Inc. or any successor to its rating business.Net Proceedsmeans the cash or cash equivalent proceeds received by any member of the Group
(including, by way of dividend or otherwise) from (a) any Relevant Disposal, (b) any Equity
Issue, (c) the issue of any Capital Markets Instrument or (d) any Bank Raising:
 (a)
    
    in each case net of all Taxes paid or payable or reasonably reserved in
accordance with IAS by members of the Group as a direct result of such Relevant
Disposal, Equity Issue or Capital Markets Instrument;(b)
    
    in each case net of all reasonable third party costs, fees or expenses incurred
by members of the Group in connection with such Relevant Disposal, Equity Issue,
Capital Markets Instrument or Bank Raising;(c)
    
    in the case of any Relevant Disposal, net of the amount of any reserve
reasonably maintained by the relevant member of the Group in accordance with IAS with
respect to indemnification obligations owing pursuant to the documentation pursuant to
which such Relevant Disposal is consummated; and
 13




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(d)
    
    in the case of any Relevant Disposal, net of any amounts required by the terms
of such Relevant Disposal to be held in escrow pending determination of whether a
purchase price adjustment or indemnity or other payment or adjustment will be made, for
so long as and to the extent held in escrow and not applied to an adjustment or
indemnity payment,
 and for these purposes, cash equivalent proceeds are any proceeds received in the form of
any instruments referred to in paragraphs (b) to (f) inclusive of the definition of
Consolidated Cash and Cash Equivalents in Clause 22.1 (Definitions) (in each case without
regard to the credit rating requirements in those paragraphs).New Commitmenthas the meaning given in Clause 38 (Permitted Facility C Increase).Non-Qualifying Lendermeans a Lender that is not a Qualifying Lender.Offermeans the initial joint offer to be filed with CNMV by the Company (or on its behalf
through Bidco, as the case may be) and the JV Partner for 100 per cent. of the issued share
capital of the Target, pursuant to the Co-operation Agreement and subject to the terms and
conditions contained in the Offer Documents, provided that the term Offerwill also be
deemed to include any tender offer (or equivalent) required to be made in any jurisdiction
outside of Spain with respect to any Target Shares (or, in the case of any tender offer in
the United States of America, with respect to any American Depository Share representing
such Target Shares) and any Improved Offer, in each case as amended, supplemented, revised
or extended from time to time in a manner that does not breach this Agreement.Offer Advancemeans an Advance for a purpose specified in Clause 3.1(b)(i) or (iv)
(Purpose).Offer Documentsmeans, in each case with respect to the Offer, each of:
 (a)
    
    the prospectus (Folleto Explicativo) registered with CNMV in respect of the
Offer and each annex to that prospectus;(b)
    
    the significant fact sheet (Hecho Relevante) published on the CNMV website in
respect of the Offer; and(c)
    
    any other offer document required to be registered by Bidco for the purposes of
a public offer in a jurisdiction in which the Target is listed.
 Offer Periodmeans the period commencing on the date that the Company (or Bidco) and the JV
Partner or their respective agents file the initial Offer with CNMV and ending on the date
immediately following the Settlement Date applicable to the Offer or, if any payment for the
Offer is to be made under an Aval, the last Utilisation Date for the applicable Advance
requested by the Issuing Entities to repay such Aval in full .Optionmeans any option, right or obligation of the Company to purchase shares or quotas of
the JV Co or Target as provided under the Co-operation Agreement.Original Accountsmeans:
 (a)
    
    the consolidated audited financial statements of the Company for the annual
Accounting Period ending on 31 December 2005;(b)
    
    the unconsolidated audited financial statements of the International Borrower
for the annual Accounting Period ending on 31 December 2006; and
 14




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(c)
    
    the consolidated unaudited financial statements of the Company for the
semi-annual Accounting Period ending on 30 June 2006.
 Participating Member Statemeans any member state of the European Communities that adopts or
has adopted the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.Partymeans a party to this Agreement.Permitted Disposalsmeans:
 (a)
    
    disposals in the ordinary course of business on, or on terms no less favourable
to the Group than, arms-length terms;(b)
    
    disposals of assets in exchange for or for investment in other assets
performing substantially the same function which are comparable or superior as to type,
value and quality;(c)
    
    disposals of surplus, obsolete or redundant plant and equipment or other assets
in connection with the termination of any business or operation not required for the
efficient operation of its business, on arms-length terms;(d)
    
    the expenditure of Cash in payment for assets or services acquired on
arms-length terms in the ordinary course of business in compliance with the terms of
the Finance Documents (including without limitation, Clause 3.1 (Purpose) of this
Agreement) and the use of Cash as collateral for the obligations of any member of the
Group to the extent permitted by Clause 23.4 (Loans and Guarantees);(e)
    
    disposals from one member of the Group to another member of the Group;(f)
    
    the sale or discounting of receivables on arms-length terms and on a
non-recourse basis provided that the aggregate amount of such receivables, when
aggregated with the amount of financial indebtedness secured pursuant to paragraph (l)
of Permitted Encumbrances does not exceed Euro 1,000,000,000 at any time;(g)
    
    the sale and lease-back of assets on arms-length terms and in compliance with
the terms of the Finance Documents in an amount not exceeding Euro 700,000,000 unless
otherwise agreed by the Majority Lenders in writing;(h)
    
    the disposal of assets pursuant to any applicable law or legally binding
decree, regulation or order (including, for the avoidance of doubt, any disposal
required as a result of obtaining competition clearances as part of the Offer),
provided that in the case of any such disposal:
 (i)
    
    such disposals are made for fair market value on arms length
terms; and(ii)
    
    the net proceeds of any such disposal, when aggregated with the
net proceeds of all such disposals made in any financial year of the Company,
does not exceed an amount equal to twelve per cent. (12%) of the Gross Total
Assets of the Group;
 (i)
    
    any other disposal of assets, on arms-length terms not otherwise permitted
pursuant to paragraphs (a) to (g) (inclusive) above (but not including, for the
avoidance of doubt, any disposal pursuant to paragraph (h)), the net proceeds of which,
when aggregated with the net proceeds of all other such disposals made in any financial
year of the Company, does not exceed an amount equal to six per cent. (6%) of the Gross
Total Assets of the Group,
 15




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##### 



provided that, the aggregate of all disposals pursuant to paragraph (h) and this
paragraph (i) made in any financial year of the Company, shall not exceed twelve per
cent. (12%) of the Gross Total Assets of the Group; and(j)
    
    the disposal of (A) the assets required to be disposed of in accordance with
the Co-operation Agreement or the E.On Agreement or (B) any other asset of the Group
required to be disposed of as a result of obtaining competition or other regulatory
clearances for the Offer, in each case for fair market value and on arms length terms.
 Permitted Encumbrancemeans:
 (a)
    
    Encumbrances arising by operation of law (or agreement evidencing the same) in
the ordinary course of business;(b)
    
    Encumbrances over the Blocked Account in favour of a Finance Party or any
arising by reason of the provision of cash cover under this Agreement;(c)
    
    the escrow arrangements contemplated by Clause 6.2 (Escrow) of the E.On
Agreement;(d)
    
    any netting or set-off arrangement entered into by any member of the Group in
the ordinary course of its banking arrangements for the purposes of netting debit and
credit balances;(e)
    
    Encumbrances arising from title retention provisions in a suppliers standard
conditions of supply (not created with the primary intention of conferring security);(f)
    
    Encumbrances over goods and documents of title to goods arising in the ordinary
course of letter of credit transactions entered into in the ordinary course of trade;(g)
    
    Encumbrances existing at the time of acquisition on or over any asset acquired
after the date of this Agreement or, in the case of a person which becomes a member of
the Group after the date of this Agreement, any Encumbrance existing on or over its
assets when it became a member of the Group, in each case where such Encumbrance was
not created in contemplation of or in connection with that acquisition or, as the case
may be, its becoming a member of the Group (or any Encumbrance created over the same
assets to refinance indebtedness secured by any such Encumbrance, provided that the
principal amount of such indebtedness is not increased) and, provided that, the amount
of indebtedness secured by such Encumbrance is not subsequently increased or increased
in contemplation of or in connection with that acquisition or, as the case may be, its
becoming a member of the Group;(h)
    
    any Encumbrance created or subsisting at the date hereof (or any Encumbrance
created to refinance indebtedness secured by any such Encumbrance, provided that the
principal amount of such indebtedness is not increased) and/or with the prior written
consent of the Agent (acting on the instructions of the Majority Lenders);(i)
    
    Encumbrances in respect of any pre-judgment legal process or any judgment or
judicial award relating to security for costs, in each case where the relevant
proceedings are being contested in good faith;(j)
    
    Encumbrances created to secure loans provided, supported or subsidised by a
governmental agency, export credit agency or a lending organisation established by the
United Nations, the European Union or other international treaty organisation, provided
thatany Encumbrance created pursuant to this paragraph (j) shall not at any time exceed ten per cent.
(10%) of the Groups Gross Total Assets;
 16




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(k)
    
    Encumbrances granted by a member of the Group over the shares (or equivalent
ownership rights) in any Project Finance Subsidiary, in each case securing Project
Finance Indebtedness;(l)
    
    Encumbrances created in connection with, or pursuant to, a limited recourse
financing, securitisation or other like arrangement where the payment obligations in
respect of the Financial Indebtedness secured by the relevant Encumbrance are to be
discharged solely from the revenues generated by the assets (including, without
limitation, receivables) that are comprised within such securitisation or other like
arrangement (the Securitised Assets) provided thatthe aggregate book value of the
Securitised Assets shall not exceed Euro 500,000,000; and(m)
    
    any Encumbrances created otherwise than pursuant to paragraphs (a) to (i)
inclusive above (but not including, for the avoidance of doubt, Encumbrances created
pursuant to paragraph (j) above) and (k) and (l), securing Financial Indebtedness not
exceeding an aggregate amount equal to seven point five per cent (7.5%) of the Groups
Gross Total Assets, provided thatthe aggregate of any Encumbrance created pursuant to
paragraph (j) and this paragraph (m), shall not at any time exceed ten per cent. (10%)
of the Groups Gross Total Assets.
 Permitted Loans and Guaranteesmeans:
 (a)
    
    loans, guarantees or financial accommodation arising or permitted under the
Finance Documents;(b)
    
    loans, guarantees or financial accommodation to or for the benefit of any other
member of the Group;(c)
    
    loans, guarantees or financial accommodation arising in the ordinary course of
carrying on the relevant entitys business;(d)
    
    any loans or guarantees contemplated by the Co-operation Agreement or the E.On
Agreement; or(e)
    
    loans, guarantees or financial accommodation to or for the benefit of
Affiliates who are not members the Group that do not exceed an aggregate amount equal
to 250,000,000.
 Permitted Subsidiary Financial Indebtednessmeans:
 (a)
    
    indebtedness owed by one member of the Group to another member of the Group;(b)
    
    amounts borrowed by a member of the Group which has no material activities
other than as a finance company for the Group and which has no material assets other
than receivables in respect of loans made in that capacity, where the amounts borrowed
are on-lent, and remain on-lent, to the Company;(c)
    
    any amounts borrowed by a member of the Group which constitute Financial
Indebtedness to the extent such amounts are borrowed for the purposes of refinancing
other permitted borrowings of that member of the Group constituting Financial
Indebtedness (so long as the amounts so borrowed are promptly applied to such matter);
 17




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(d)
    
    any Financial Indebtedness raised under the Facilities;(e)
    
    (if and to the extent the Target becomes a member of the Group), Financial
Indebtedness owed by a member of the Target Group as at the first Settlement Date,
together with any Financial Indebtedness incurred by a member of the Target Group
pursuant to the utilisation of any facility which was in place prior to the first
Settlement Date;(f)
    
    Project Finance Indebtedness; or(g)
    
    (if and to the extent the Target becomes a member of the Group), any Financial
Indebtedness incurred by Target or a member of the Target Group as a result of
commitments to investments as indicated in the Offer Document.
 Project Finance Indebtednessmeans any present or future Financial Indebtedness incurred in
financing the ownership, acquisition, construction, development, leasing, maintenance and/or
operation of an asset or assets, whether or not an asset of a member of the Group:
 (a)
    
    which is incurred by a Project Finance Subsidiary within the meaning of
paragraph (a) of that definition; or(b)
    
    in respect of which the person or persons to whom any such Financial
Indebtedness is or may be owed by the relevant borrower (whether or not a member of the
Group) has or have no recourse whatsoever to any member of the Group (other than a
Project Finance Subsidiary) for the repayment thereof other than:
 (i)
    
    recourse for amounts limited to the cash flow or the net cash
flow (other than historic cash flow or historic net cash flow) from such asset
or assets or the income or other proceeds deriving therefrom; and/or(ii)
    
    recourse for the purpose only of enabling amounts to be claimed
in respect of such Financial Indebtedness in an enforcement of any security
given by the Company over such asset or assets or the income, cash flow or other
proceeds deriving therefrom (or given by any shareholder or the like in the
Company over its shares or the like in the capital of the Company) to secure
such Financial Indebtedness, provided that(1) the extent of such recourse is
limited solely to the amount of any recoveries made on any such enforcement, and
(2) such person or persons is/are not entitled, by virtue of any right or claim
arising out of or in connection with such Financial Indebtedness, to commence
any proceedings of whatever nature against any member of the Group (other than a
Project Finance Subsidiary).
 Project Finance Subsidiarymeans any Subsidiary of the Company either:
 (a)
    (i)
    
    which is a single purpose company whose principal assets and business are
constituted by the ownership, acquisition, construction, development, leasing,
maintenance and/or operation of an asset or assets; and
 (ii)
    
    none of whose Financial Indebtedness in respect of the financing
of such ownership, acquisition, construction, development, leasing, maintenance
and/or operation of an asset or assets is subject to any recourse whatsoever to
any member of the Group (other than such Subsidiary or another Project Finance
Subsidiary) in respect of the repayment thereof, except as expressly referred to
in paragraph (b) of the definition of Project Finance Indebtedness; or
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(b)
    
    at least seventy per cent. (70%) in principal amount of whose Financial
Indebtedness is constituted by Project Finance Indebtedness as referred to in paragraph
(b) of the definition thereof.
 Pro rata Sharemeans, on a particular date:
 (a)
    
    the proportion which a Lenders participation in the Utilisation (if any) bears
to all the Utilisations;(b)
    
    if there are no Utilisations outstanding on that date, the proportion which its
Commitment bears to the Total Commitments on that date;(c)
    
    if there are no Utilisations outstanding on that date and if the Total
Commitments have been cancelled, the proportion which its Commitments bore to the Total
Commitments immediately before being cancelled; or(d)
    
    when the term is used in relation to a Facility, the above proportions but
applied only to the Utilisations and Commitments for that Facility,
 and for the purpose of paragraph (d) above, the Agent will, in the case of a dispute,
determine whether the term in any case relates to a particular Facility.Prospectusmeans the document referred to in paragraph (a) of the definition of Offer
Document.Qualifying Lendermeans an Italian Qualifying Lender or an Italian Treaty Lender.Quotation Daymeans, in relation to any period for which an interest rate is to be
determined, two TARGET Days before the first day of that period unless market practice
differs in the Relevant Interbank Market, in which case the Quotation Day will be determined
by the Agent in accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank Market on more
than one day, the Quotation Day will be the last of those days).Reference Banksmeans Intesa Sanpaolo S.p.A,
Mediobanca  Banca di Credito Finanziario
S.p.A. and UniCredito Italiano S.p.A or such other banks as may be appointed by the Agent
with the consent of the Company pursuant to Clause 28.15 (Reference Banks).Relevant Disposalmeans a sale, transfer, lease, licence or other disposal:
 (a)
    
    of any Target Shares or any of the shares or quotas in Bidco or JV Co to any
person who is not a member of the Group other than the contribution of Target Shares to
JV Co contemplated by the Co-operation Agreement;(b)
    
    of any of the assets of any member of the Target Group which is made in
accordance with paragraphs (h) or (i) of the definition of Permitted Disposals; or(c)
    
    of any of the assets of any member of the Group or the Target Group which is
made in accordance with the terms of the E.On Agreement.
 Relevant Interbank Marketmeans the European interbank market.Relevant Obligationsmeans:
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(a)
    
    in respect of each Issuing Entity, all of its obligations and liabilities
(whether actual or contingent) under the Aval issued by it; and(b)
    
    in respect of each Lender, all of its obligations and liabilities (whether
actual or contingent) under Clause 7.2 (Lenders Indemnity).
 Relevant Proportionmeans, in respect of a Lender, the proportion which the aggregate of its
Commitments bears to the aggregate of the Total Commitments.Repeating Representationsmeans:
 (a)
    
    on the date of this Agreement and (unless otherwise specified) the first
Utilisation Date, all of the representations set out in Clause 20 (Representations);(b)
    
    on each Utilisation Date, the representations set out in Clause 20.20 (US
Margin Regulations); and(c)
    
    on each Utilisation Date and at any other time, each of the representations
set out in Clauses 20.1 (Status) to 20.8 (Governing law and enforcement) (inclusive),
Clause 20.11 (No default), Clause 20.15 (Pari passu ranking), Clause 20.18 (Taxation)
and Clause 20.19 (No Immunity).
 Reservationsmeans any reservations, qualifications and general principles of law which are
specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of
Utilisation).S&Pmeans Standard & Poors Ratings Services, a division of the McGraw-Hill Companies, Inc.,
or any successor to its ratings business.Screen Ratemeans the percentage rate per annum determined by the Banking Federation of the
European Union for the relevant Interest Period, displayed on the appropriate page of the
Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent
may specify another page or service displaying the appropriate rate after consultation with
the Company and the Lenders.Selection Noticemeans a notice substantially in the form set out in Part 2 of Schedule 3
(Requests) given in accordance with Clause 11 (Interest Periods).Settlement Datemeans the date determined in accordance with the rules established by the
Spanish Securities Clearing and Settlement Service (Iberclear) as being the date on which an
Acquisition Payment is made or, if the context so requires, the day for settlement of any
purchase of Target Shares pursuant to an Improved Offer.Significant Fact Sheetmeans the document referred to in paragraph (b) of the definition of
Offer Document.Signing Datemeans the date on which this Agreement was executed.Spainmeans the Kingdom of Spain and (unless the context otherwise requires) includes any
relevant political, legal, taxing or other sub-division thereof.Specified Timemeans a time determined in accordance with Schedule 5 (Timetables).
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Subsidiary first person second person
 (a)
    (i)
    whose majority of votes in ordinary shareholders meetings of the second person is
held by the first person; or(ii)
    in which the first person holds a sufficient number of votes
giving the first person a dominant influence in ordinary shareholders meetings
of the second person,
  (b)
    
    whose accounts are required to be consolidated with those of the first person
pursuant to article 26 of Law 127 of 1991,
  Syndication
 Syndication Letter
 Syndication Period
 Target
 TARGET
 TARGET Day
 Target Group
 Target Shares
 Tax
 Tax on Overall Net Income
 (a)
    
    the net income, profits or gains of that person world-wide; or(b)
    
    such of its income, profits or gains as arise in or relate to the jurisdiction
in which it is resident or in which its principal office (and/or its Facility Office)
is located.
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Tax Deduction
 Third Parties Act
 Total Available Facility
 Total Commitments
 Total Facility
 Total Facility A1 Commitments 
 Total Facility A2 Commitments 
 Total Facility B1 Commitments 
 Total Facility B2 Commitments 
 Total Facility C Commitments
 Total Facility C1 Commitments 
 Total Facility C2 Commitments 
 Transaction Document
 Transfer Certificate
 Transfer Date
 (a)
    
    the proposed Transfer Date specified in the Transfer Certificate; and(b)
    
    the date on which the Agent executes the Transfer Certificate.
 Unaudited Accounts
 Unpaid Sum
 Utilisation
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Utilisation Date
 Utilisation Request
 VAT
 1.2
    
    Construction
 (a)
    
    Unless a contrary indication appears any reference in this Agreement to:
 (i)
    
    the Agent, the Company, the International Borrower, any Finance
Party, any Lender, the Mandated Lead Arrangers, the Bookrunnersor any Party
shall be construed so as to include its successors in title, permitted assigns
and permitted transferees;(ii)
    
    assetsincludes present and future properties, revenues and
rights of every description;(iii)
    
    a Finance Documentor any other agreement or instrument is a
reference to that Finance Document or other agreement or instrument as amended
or novated;(iv)
    
    indebtednessincludes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;(v)
    
    a Lenders shareor participationin an Aval shall be construed
as a reference to the relevant amount that is or may be payable by that Lender
in relation to the Aval;(vi)
    
    know your customer requirementsare the identification checks
that a Finance Party requires (acting reasonably) in order to meet its
obligations under any applicable law or regulation to identify a person who is
(or is to become) its customer;(vii)
    
    mergermeans a fusione (within the meaning attributed by Article
2501 of the Civil Code) or any analogous procedure in any other jurisdiction;(viii)
    
    a personincludes any person, firm, company, corporation, government, state or
agency of a state or any association, trust or partnership (whether or not
having separate legal personality) of two or more of the foregoing;(ix)
    
    a regulationincludes any regulation, rule, official directive,
request or guideline (whether or not having the force of law but if not having
the force of law being one with which the relevant person could comply in
accordance with relevant industry practices) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;(x)
    
    a provision of law is a reference to that provision as amended or
re-enacted; and(xi)
    
    a time of day is a reference to Milan time.
 23




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(b)
    
    Section, Clause and Schedule headings are for ease of reference only.(c)
    
    Unless a contrary indication appears, a term used in any other Finance Document
or in any notice given under or in connection with any Finance Document has the same
meaning in that Finance Document or notice as in this Agreement.(d)
    
    A Default is continuing or outstanding if it has not been remedied or
waived.
 1.3
    
    Currency Symbols and DefinitionsEUR, EURO, , Euroand euromeans the single currency unit of the Participating Member
States.1.4
    
    Third party rights
 (a)
    
    Unless expressly provided to the contrary in a Finance Document, a person who
is not a Party has no right under the Third Parties Act to enforce or to enjoy the
benefit of any term of this Agreement.(b)
    
    Notwithstanding any term of any Finance Document, the consent of any person who
is not a Party is not required to rescind or vary this Agreement at any time.
 1.5
    
    Avales
 (a)
    
    An Aval is repaidor prepaidif:
 (i)
    
    a Borrower provides cash cover for that Aval; or(ii)
    
    the maximum amount payable under that Aval is paid or reduced in
accordance with its terms; or(iii)
    
    that Aval is returned to the relevant Issuing Entity; or(iv)
    
    the relevant Issuing Entity is satisfied acting reasonably that
it has no further liability under that Aval,
   (b)
    
    The outstandingor principalamount of an Aval at any time is the maximum
amount that is or may be payable by a Borrower in respect of that Aval at that time.(c)
    
    Cash coveris provided for an Aval if a Borrower (i) funds and maintains a cash
deposit in the currency of the Aval with the CNMV in place of or in consideration of a
reduction in the amount of that Aval (provided the Issuing Entities have received
evidence in form and
substance satisfactory to them acting reasonably that the Aval has been reduced by
such amount) or (ii) pays an amount in the currency of the Aval to the Blocked
Account.(d)
    
    References to cash cover exclude any interest accrued on that cash cover.
 24




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(e)
    
    Any amount standing to the credit of an account(s) maintained by a Borrower
under paragraph (c) above will bear interest at not less than a normal market rate for
deposits of a similar duration, currency and amount and shall be paid to the relevant
Borrower if no Default is outstanding.(f)
    
    At any time whilst a Borrower is providing cash cover to an Issuing Bank in
respect of an Aval, the Finance Parties if requested by such Borrower will co-operate
(to the extent reasonable) in effecting any arrangement to procure that the CNMV
accepts a cash deposit by or on behalf of such Borrower in place of or in consideration
of a reduction in the amount of that Aval (such reduction to be evidenced to the
satisfaction of the Issuing Entities (acting reasonably)).(g)
    
    At any time prior to the Aval Release Date a Borrower will to the extent that
there are at that time any Avales outstanding hold any amount of any repayment of a
deposit by the CNMV on trust for payment to the relevant Issuing Entity in proportion
to the outstanding amounts of the Avales issued by it.
 1.6
    
    Luxembourg termsIn this Agreement, a reference to:
 (a)
    
    a composition, assignmentor similar arrangement with any creditorincludes a
juge déléguéappointed under the Luxembourg Act dated 14 April 1886;(b)
    
    a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrator receiver, administratoror similar officerincludes any:
 (i)
    
    juge-commissaireand/or insolvency receiver (curateur) appointed
under the Luxembourg Commercial Code;(ii)
    
    liquidateurappointed under Articles 141 to 151 of the Luxembourg
Act on commercial companies dated 10 August 1915 (as amended);(iii)
    
    juge-commissaireand/or liquidateurappointed under Article 203
of the Luxembourg Act dated 10 August 1915 on commercial companies (as amended);
and(iv)
    
    commissaire or commissaire surveillantappointed under the Grand
Ducal Decree dated 24 May 1935 or under Articles 593 to 614 of the Luxembourg
Commercial Code;
 (c)
    
    a winding-up, administrationor dissolutionincludes, without limitation,
bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation
volontaire ou judiciaire), composition with creditors (concordat préventif de
faillite), moratorium or reprieve from payment (sursis de paiement) and controlled
management (gestion contrôlée); and(d)
    
    a person being unable to pay its debtsincludes that person being in a state of
cessation of payments (cessation de paiements).
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SECTION 2
 THE FACILITIES
 2.
    
    THE FACILITIES2.1
    
    The FacilitiesSubject to the terms of this Agreement, the Lenders make available:
 (a)
    
    to the Company, a term loan facility in an aggregate amount equal to the Total
Facility A1 Commitments;(b)
    
    to the International Borrower, a term loan facility in an aggregate amount
equal to the Total Facility A2 Commitments;(c)
    
    to the Company, a term loan facility in an aggregate amount equal to the Total
Facility B1 Commitments;(d)
    
    to the International Borrower, a term loan facility in an aggregate amount
equal to the Total Facility B2 Commitments;(e)
    
    to the Company, a term loan facility in an aggregate amount equal to the Total
Facility C1 Commitments; and(f)
    
    to the International Borrower, a term loan facility in an aggregate amount
equal to the Total Facility C2 Commitments.
 2.2
    
    AvalesSubject to the terms of this Agreement, Facility A, Facility B or Facility C may also be
utilised by way of the issuance by the Issuing Entities of Avales in connection with the
Offer for the benefit of Bidco.2.3
    
    Finance Parties rights and obligations
 (a)
    
    The obligations of each Finance Party under the Finance Documents are several.
Failure by a Finance Party to perform its obligations under the Finance Documents does
not affect the obligations of any other Party under the Finance Documents. No Finance
Party is responsible for the obligations of any other Finance Party under the Finance
Documents.(b)
    
    The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from a Borrower shall be a separate and independent debt.(c)
    
    A Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.
 2.4
    
    Re-tranching
 (a)
    
    The Bookrunners shall be entitled (in consultation with the Borrowers and the
Lender(s) concerned), in connection with any assignment or transfer of its rights or
obligations under
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this Agreement as part of the Syndication during the Syndication Period, to
reallocate any Commitments and/or outstanding Utilisations under Facility A1 to
Facility A2 and/or any Commitments and/or outstanding Utilisations under Facility B1
to Facility B2 and/or any Commitments and/or outstanding Utilisations under Facility
C1 to Facility C2 where such Commitments and/or Utilisations are to be assigned or
transferred to Lenders which are not Italian Qualifying Lenders or Italian Treaty
Lenders, in each case by notice to the Company and the Agent (which may be given in
the relevant Transfer Certificate). With effect on and from the Transfer Date in
respect of the relevant transfer or assignment, the reallocated Commitments and/or
Utilisations will be deemed to be Commitments and/or, as the case may be,
Utilisations under Facility A2 or, as the case may be, Facility B2 or, as the case
may be, Facility C2.(b)
    
    The Bookrunners shall be entitled (in consultation with the Borrowers and the
Lender(s) concerned), in connection with any assignment or transfer of its rights or
obligations under this Agreement as part of the Syndication during the Syndication
Period, to reallocate any Commitments and/or outstanding Utilisations under Facility A2
to Facility A1 and/or any Commitments and/or outstanding Utilisations under Facility B2
to Facility B1 and/or any Commitments and/or outstanding Utilisations under Facility C2
to Facility C1 where such Commitments and/or Utilisations are to be assigned or
transferred to Lenders which are Italian Qualifying Lenders or Italian Treaty Lenders,
in each case by notice to the Company and the Agent (which may be given in the relevant
Transfer Certificate). With effect on and from the Transfer Date in respect of the
relevant transfer or assignment, the reallocated Commitments and/or Utilisations will
be deemed to be Commitments and/or, as the case may be, Utilisations under Facility A1
or, as the case may be, Facility B1 or, as the case may be, Facility C1.
 2.5
    
    International BorrowerEvery act, omission, agreement, undertaking, settlement, waiver, notice or other
communication which may be given or made by the Company under the Finance Documents, or in
connection with the Finance Documents, to the extent that it affects or relates to the
International Borrower or to both the Borrowers together, shall only be made with the prior
agreement of the International Borrower and the Company (in its capacity as guarantor of the
International Borrower), provided that this Clause 2.5 shall only govern the rights and
obligations of the Company and the International Borrower as between themselves and shall
not affect in any way the rights and obligations of the Finance Parties under the Finance
Documents.3.
    
    PURPOSE3.1
    
    Purpose
 (a)
    
    The International Borrower shall apply the proceeds of each Advance made to it
in lending such proceeds to the Company through the existing inter-company current
account.(b)
    
    The Company shall apply, directly or indirectly (by way of inter-company loan
or of equity injections to Bidco), the proceeds of each Advance made to it and the
proceeds lent to it by the International Borrower pursuant to paragraph (a) above in or
towards:
 (i)
    
    financing the Companys (or Bidcos) portion of the Acquisition
Payment or any other payment due to be made by it (or Bidco) under the Offer;
 27




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(ii)
    
    refinancing the acquisition (made before the date of this
Agreement) by the Company (or Bidco, as the case may be) of up to 9.993 per
cent. of the issued share capital of the Target;(iii)
    
    financing (or refinancing) all payments due under the equity
derivatives contracts entered into by the Company (or Bidco, as the case may be)
prior to the date of this Agreement in respect of up to 14.98 per cent. of the
Target Shares (but only to the extent that such Target Shares are not Accepted
Shares);(iv)
    
    providing cash cover for the Avales on the Aval Cash
Collateralisation Date;(v)
    
    meeting the claims of any Issuing Entities arising solely as a
result of it making or being required to make payments under the Avales issued
by it in respect of the Companys (or Bidcos, as the case may be) obligations
in respect of the Offer;(vi)
    
    following the Settlement Date, financing market purchases of the
issued share capital of the Target;(vii)
    
    financing the settlement of the Option;(viii)
    
    financing the fees, costs and expenses (and taxes thereon) incurred by the
Company or any other member of the Group in connection with the Offer and each
of the other transactions referred to in this Clause 3.1; and/or(ix)
    
    financing the Companys or Bidcos portion (as determined in
accordance with the Co-operation Agreement) of any tender offers that the
Company, Bidco and/or any member of the Target Group may be legally required to
launch as a result of the Offer, in an aggregate amount not to exceed Euro
2,000,000,000 (the Ancillary Offers).
 3.2
    
    AvalesEach Aval may only be used to support the obligations of the Company or Bidco in respect of
the Offer in accordance with the requirements of the CNMV pursuant to Spanish Royal Decree
1197/1991 (dated 26 July 1991) on Public Tender Offers (as amended).3.3
    
    LimitationsNo Borrower will be entitled to request an Advance prior to the Final Release Date if, after
the application of the proceeds of such Advance, the aggregate Available Facilities would be
less than the outstanding amount of all outstanding Avales.3.4
    
    MonitoringNo Finance Party is bound to monitor or verify the application of any utilisation of a
Facility.4.
    
    CONDITIONS OF UTILISATION4.1
    
    Initial conditions precedent
 (a)
    
    Neither Borrower may deliver a Utilisation Request (with respect to the first
Utilisation only) unless the Agent has received (or is satisfied, acting reasonably,
that prior to the initial Utilisation Date it will receive) all of the documents and
other evidence listed in Schedule 2
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(Conditions Precedent) in form and substance satisfactory to the Agent acting
reasonably. The Agent shall notify the Company and the Lenders promptly upon being
so satisfied.(b)
    
    It is agreed that (i) the final draft of any Offer Document under paragraphs
(a) and (b) of the definition thereof will be deemed in form satisfactory to the Agent
(acting on the instructions of the Majority Lenders) if the Agent (acting on the
instructions of the Majority Lenders) has not objected to it in writing within 1
Business Day after the delivery by the Company to the Agent of the draft of such Offer
Document and (ii) any amendments to such final draft document will be permitted without
the need for the Agents consent to the extent that the amendments do not materially
and adversely affect the interest of the Lenders, are not related to the conditions of
the Offer and could be made to the final Offer Document without breaching Clause 23.14
(Conduct of Offer).
 4.2
    
    Further conditions precedent to utilisation by way of AvalesSubject to Clause 4.4 (Certain Funds), the obligations of each Issuing Entity to issue an
Aval are subject to the further conditions precedent that on both the date of the relevant
Utilisation Request and the proposed Utilisation Date for that Aval:
 (a)
    
    no Default is outstanding or would result from the issuance of that Aval; and(b)
    
    the Repeating Representations to be made by the Borrowers are true in all
material respects on those dates.
 4.3
    
    Further conditions precedent to utilisation by way of Advances
 (a)
    
    Subject to Clause 4.4 (Certain Funds), the Lenders will only be obliged to
comply with Clause 5.4 (Lenders participation) if on the date of the relevant
Utilisation Request and on the proposed Utilisation Date for the relevant Advance:
 (i)
    
    no Default is continuing or would result from the proposed
Advance; and(ii)
    
    the Repeating Representations to be made by the Borrowers are
true in all material respects on those dates.
 (b)
    
    The Lenders will only be obliged to comply with Clause 5.4 (Lenders
participation) in respect of an Advance which is to finance payment for Accepted Shares
if, on or before the Utilisation Request for the first such Advance is delivered to the
Agent, the Company has delivered to the Agent a certificate from an Authorised
Signatory of the Company certifying that all conditions to the Offer have been
satisfied or waived in a manner that does not breach Clause 23.14 (Conduct of Offer)
(and setting out in reasonable details, particulars of any such waiver).(c)
    
    The conditions precedent set out in paragraphs (a) and (b) above will not apply
to any utilisation by way of an Advance to fund the repayment or prepayment of the
Avales on the Aval Cash Collateralisation Date.
 4.4
    
    Certain FundsEach Finance Party agrees that during the Certain Funds Period, the Finance Parties shall
not:
 (a)
    
    have the right to prevent or limit the making of any Certain Funds Utilisation,
whether by cancellation, rescission or termination of the Facilities or otherwise
(including by invoking
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any conditions set out in Clause 4.2 (Further conditions precedent to utilisation by
way of Avales) or Clause 4.3 (Further conditions precedent to utilisation by way of
Advances)): or(b)
    
    make or enforce any claims they may have under the Finance Documents if the
effect of such claim or enforcement would prevent or limit the making of any Certain
Funds Utilisation; or(c)
    
    otherwise exercise any right of set-off, counterclaim or similar right or
remedy if to do so would prevent or limit the making of any Certain Funds Utilisation;
or(d)
    
    cancel or declare any Facility due and payable or payable on demand,
  (A)
    
    immediately upon the expiry of the Certain Funds Period all such rights,
remedies and entitlements shall be available to the Lenders notwithstanding that they
may not have been used or been available for use during the Certain Funds Period; and(B)
    
    the Finance Parties may not cancel a Facility (without prejudice to their rights
to decline to provide any Utilisation as provided above) until after the Final Release
Date.
 4.5
    
    Maximum number of AdvancesUnless otherwise agreed by the Agent and the Lenders, no Borrower may deliver a Utilisation
Request (or request that an Advance is divided) if as a result of the proposed Utilisation
(or division), there would be more than:
 (a)
    
    15 Advances; and(b)
    
    12 Avales,
  4.6
    
    Extension Option
 (a)
    
    Subject to the following paragraphs, the Borrowers together may, by written
notice to the Agent not more than 90 days and not less than 30 days prior to the Final
Maturity Date for Facility A1 and Facility A2 (an Extension Notice), require that the
Final Maturity Date for Facility A1 and Facility A2 be extended.(b)
    
    The Extension Notice shall be for an extension of the Final Maturity Date for
Facility A1 and Facility A2 for a further 18 months in respect of the whole or any part
of Facility A (but if not for the whole of Facility A, for rateable proportions of
Facility A1 and Facility A2) outstanding as at such Final Maturity Date.(c)
    
    An Extension Notice issued under paragraph (a) above is unconditional and
irrevocable.(d)
    
    The Agent will forward a copy of any Extension Notice to the Lenders
participating in Facility A promptly following receipt.
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(e)
    
    An Extension Notice may only be issued if no Event of Default has occurred and
is continuing on and as at the date of the Extension Notice.(f)
    
    In respect of the Extension Notice, the relevant Borrower will pay an extension
fee on the date falling 364 days after the Signing Date of 0.025 per cent. of the
amount of the Facility A Advances made to it which are the subject of the Extension
Notice, to the Agent for the account of the relevant Lenders.
 4.7
    
    Extension of Availability Period
 (a)
    
    The Borrowers together may by written notice to the Agent not more than 60 days
and not less than 30 days prior to the last day of the Availability Period request that
the Availability Period of one or more Lenders be extended for a further period as
specified in such notice (being the Availability Period Extension Notice).(b)
    
    The Agent will forward a copy of any Availability Period Extension Notice to
the relevant Lenders promptly following receipt. Each such Lender shall have the
right, in its absolute discretion, to accept or decline such request. Any Lender which
wishes to accept the request shall notify the Agent of its acceptance not more than 30
days and not less than 20 days prior to the original expiry date of the Availability
Period. Where a Lender does not respond to a request as required in this Clause, that
Lender will be deemed to have refused the request.(c)
    
    Where a Lender agrees to a request to extend the Availability Period, the
Availability Period for that Lenders uncancelled Commitments will be extended for such
further period as specified in the Availability Period Extension Notice from the
original expiry date of the Availability Period.(d)
    
    Any request for an extension under this Clause is irrevocable.
 4.8
    
    Order of Utilisation
 (a)
    
    Each Utilisation shall be made pro ratabetween Facility A, Facility B and
Facility C according to the respective Commitments under each Facility.(b)
    
    All utilisations of:
 (i)
    
    Facility A shall be made pro ratabetween Facility A1 and A2;(ii)
    
    Facility B shall be made pro ratabetween Facility B1 and B2; and(iii)
    
    Facility C shall be made pro ratabetween Facility C1 and C2.
 (c)
    
    Where a Facility is utilised by way of the issuance of an Aval, such
utilisation will be deemed to have been a utilisation of the Facilities in the manner
set out above.
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SECTION 3
 UTILISATION
 5.
    
    UTILISATION  ADVANCES5.1
    
    Delivery of a Utilisation Request for an Advance
 (a)
    
    A Borrower may utilise a Facility by way of an Advance by delivery to the Agent
of a duly completed Utilisation Request not later than the Specified Time.(b)
    
    Notwithstanding the issue of Avales under a Facility, a Borrower may deliver a
Utilisation Request for Advances under that Facility to fund the cash consideration
payable by it (or the Company or Bidco, as the case may be) for the Target Shares
supported by that Aval upon that cash consideration becoming due pursuant to the Offer,
and for the purpose only of determining whether there are sufficient Available
Commitments for the purpose of that Advance, that Aval shall be deemed not to have
reduced the Available Facility under the relevant Facility.
 5.2
    
    Completion of a Utilisation Request
 (a)
    
    Each Utilisation Request is irrevocable and will not be regarded as having been
duly completed unless:
 (i)
    
    the proposed Utilisation Date is a Business Day within the
Availability Period;(ii)
    
    the currency and amount of the Utilisation comply with Clause 5.3
(Currency and amount);(iii)
    
    the proposed Interest Period complies with Clause 11 (Interest
Periods); and(iv)
    
    it is signed by an Authorised Signatory of the relevant Borrower.
 (b)
    
    Only one Advance may be requested in each Utilisation Request.
 5.3
    
    Currency and amount
 (a)
    
    The currency specified in a Utilisation Request must be euro.(b)
    
    The amount of the proposed Advance must be an amount which (if less than the
relevant Available Facility) is a minimum of Euro 50,000,000 and an integral multiple
of Euro 5,000,000 or equal to the amount of the relevant Available Facility.
 5.4
    
    Lenders participation
 (a)
    
    Subject to Clause 5.1(b) (Delivery of a Utilisation Request for an Advance)
above no Lender is obliged to participate in a Loan under a Facility if as a result:
 (i)
    
    its share in the Advances and its participation in Avales under
that Facility would exceed its Available Commitment for that Facility; or(ii)
    
    the aggregate amount of all Utilisations would exceed the Total
Commitments.
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(b)
    
    If the conditions set out in this Agreement have been met, each Lender
participating in the relevant Facility shall make its participation in each Advance
thereunder available to the Agent for the account of the relevant Borrower by the
Utilisation Date through its Facility Office.(c)
    
    The amount of each relevant Lenders participation in each Advance will be
equal to the proportion borne by its relevant Available Commitment to the relevant
Available Facility immediately prior to making the Advance.(d)
    
    The Agent shall notify each relevant Lender of each Utilisation Request for an
Advance, the amount of each Advance and the amount of its participation in that
Advance, in each case by the Specified Time.
 6.
    
    UTILISATION  AVALES6.1
    
    Delivery of a Utilisation Request for an Aval
 (a)
    
    The Company may request an Aval or Avales be issued by giving to the Agent a
duly completed Utilisation Request not later than the Specified Time.(b)
    
    Each such Utilisation Request is irrevocable.
 6.2
    
    Completion of Requests
 (a)
    
    A Utilisation Request for an Aval will not be regarded as having been duly
completed unless:
 (i)
    
    it identifies the Borrower;(ii)
    
    it specifies the Facility under which the Avales are to be issued;(iii)
    
    it specifies that it is for Avales;(iv)
    
    the Utilisation Date is a Business Day falling within the Availability Period;(v)
    
    the aggregate amount of the Avales requested (together with the
aggregate amount of any other Avales previously issued under this Agreement, to
the extent that such previously issued Avales are not being substituted by the
Avales requested):
 (A)
    
    is (I) equal to or less than the Available
Facility under the relevant Facility on the proposed Utilisation Date
and (II) equal to the amount of the cash consideration payable by the
Company (or Bidco, as the case may be) for the Target Shares proposed to
be acquired pursuant to the Offer; or(B)
    
    such other amount as the Agent may agree;
 (vi)
    
    the proposed beneficiaries are the shareholders of the Target;(vii)
    
    the form of Avales are attached; and(viii)
    
    the delivery instructions for the Avales are specified.
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(b)
    
    A Utilisation Request may include a request for an Aval to be issued in
substitution for an existing Aval in the manner contemplated in Clause 6.3 (Issue of
Avales) below.
 6.3
    
    Issue of Avales(a)
    
    The Agent must promptly notify each Issuing Entity and each Lender of the details of the
requested Avales and the amount of its share of those Avales.(b)
    
    The amount of each Lenders share in an Aval will be equal to the proportion borne by its
relevant Available Commitments to the relevant Available Facility immediately prior to
issuance of such Aval.(c)
    
    Subject to this Agreement, each of the Issuing Entities will issue Avales in an amount equal
to the percentage of the aggregate amount of Avales specified in the Utilisation Request set
out opposite its name in Part 1 (Initial Issuing Entity) of Schedule 1 (The Original Finance
Parties) or, in the case of an Issuing Entity who becomes an Issuing Entity after the Signing
Date, subject to the limits agreed with the Agent and the Company at the time it became an
Issuing Entity.(d)
    
    If the relevant conditions set out in this Agreement have been met, the Issuing Entities must
issue the Avales on the Utilisation Date.(e)
    
    An Aval may be issued under this Agreement as a substitute for an existing Aval for the
purposes of amending the amount of that existing Aval or making administrative or technical
changes to its terms. The definition of Aval under this Agreement shall be construed to
include such substitute Aval.(f)
    
    The Company shall file the Avales or procure the Avales are filed with the CNMV promptly upon
issue.(g)
    
    The Issuing Entities are not obliged to issue any Aval if as a result:
 (i)
    
    a Lenders share in the Advances and its participation in Avales under a
Facility would exceed its Available Commitment for that Facility; or(ii)
    
    the aggregate amount of the Utilisations would exceed the Total Commitments.
 (h)
    
    No Issuing Entity has a duty to enquire of any person whether or not the conditions set out
in paragraph (g) above have been met. The Issuing Entity may assume that those conditions
have been met unless it is expressly notified to the contrary by the Agent. The Issuing
Entity will have no liability to any person for issuing an Aval based on any such assumption.
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SECTION 4
 AVALES
 7.
    
    AVALES7.1
    
    Authority to pay claims under an Aval
 (a)
    
    Each Borrower and each Lender irrevocably and unconditionally authorises the
Issuing Entities to pay any claim made or purported to be made under an Aval pursuant
to its terms which appears on its face to be in order (a claim), the amount of any such
claim being a Claimed Amount.(b)
    
    Each Borrower and each Lender acknowledges that the Issuing Entities:
 (i)
    
    are not obliged to carry out any investigation or seek any
confirmation from any other person before paying a claim; and(ii)
    
    deal in documents only and will not be concerned with the
legality of a claim or any underlying transaction or any available set-off,
counterclaim or other defence of any person.
 (c)
    
    The obligations of a Borrower and a Lender under this Clause will not be
affected by:
 (i)
    
    the sufficiency, accuracy or genuineness of any claim or any
other document; or(ii)
    
    any incapacity of, or limitation on the powers of, any person
signing a claim or other document.
 7.2
    
    Lenders Indemnity
 (a)
    
    Subject to the terms of this Agreement, each Lender unconditionally and
irrevocably agrees to pay to each Issuing Entity, on demand, an amount equal to its
share of any Claimed Amount in accordance with the arrangements for payment set out in
Clause 7.5 (Settlement of Claims under Lenders Indemnity) (such demand being an
Indemnity Claim) except where the Claimed Amount arises as a result of the negligence
or wilful misconduct of the Issuing Bank.(b)
    
    No Indemnity Claim can be made in respect of any Claimed Amount for which an
Issuing Entity has otherwise been reimbursed including, without limitation, by way of
the provision of cash cover to the Issuing Entity out of the proceeds of an Advance.(c)
    
    Each Lenders share of any Claimed Amount referred to in paragraph (a) above
shall be its Pro rata Share on the Utilisation Date of the relevant Aval but adjusted
to reflect any subsequent assignment or transfer under this Agreement.(d)
    
    The maximum aggregate liability of each Lender to the Issuing Entities under
this Clause 7.2 shall be automatically reduced by an amount equal to:
 (i)
    
    any payments made by that Lender to an Issuing Entity under or in
respect of an Aval; and
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(ii)
    
    that Lenders share (determined in accordance with paragraph (c)
above) of:
 (A)
    
    any payment made by a Borrower to an Issuing
Entity in relation to a Claimed Amount pursuant to Clause 7.3 (Borrower
Indemnities); and(B)
    
    any reduction in the amount of an Aval otherwise
than as a result of a repayment or prepayment.
 (e)
    
    The obligations of any Lender under this Clause 7.2 and any Borrower under
Clause 7.3 (Borrower Indemnities) will, in each case, not be affected by any act,
omission or thing which, but for this provision, would reduce, release or prejudice any
of its obligations under this Clause and Clause 7.3 (Borrower Indemnities) (as
appropriate) (whether or not known to it or any other person). This includes:
 (i)
    
    any time or waiver granted to, or composition with, any person;(ii)
    
    any release of any person under the terms of any composition or
arrangement;(iii)
    
    the taking, variation, compromise, exchange, renewal or release
of, or refusal or neglect to perfect, take up or enforce, any rights against, or
security over assets of, any person;(iv)
    
    any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full
value of any security;(v)
    
    any incapacity or lack of power, authority or legal personality
of or dissolution or change in the members or status of any person;(vi)
    
    any amendment (however fundamental) of a Finance Document or any
other document or security; or(vii)
    
    any unenforceability, illegality or invalidity of any obligation
of any person under any Finance Document or any other document or security.
 (f)
    
    Any failure by any Party to perform its obligations under an Aval or under this
Agreement shall not relieve or discharge any other Party of its obligations under the
relevant Aval or under this Agreement. The failure of a Lender to perform its
obligations under this Clause shall not affect or increase the liability of any other
Lender under this Clause.(g)
    
    The obligations of each Lender under this Clause 7.2 are:
 (i)
    
    continuing obligations and will extend to the ultimate balance of
all amounts payable by that Lender under or in connection with any Aval,
regardless of any intermediate payment or discharge in whole or in part;(ii)
    
    several; and(iii)
    
    independent, primary obligations which each Lender undertakes as
principal, and not as a surety or guarantor.
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7.3
    
    Borrower Indemnities
 (a)
    
    Each Borrower must on demand by an Indemnified Party:
 (i)
    
    indemnify that Indemnified Party against any loss or liability
which that Indemnified Party incurs under or in connection with the Relevant
Obligations or that Indemnified Partys performance of the Relevant Obligations
(unless caused by the negligence or wilful misconduct of that Indemnified
Party); and(ii)
    
    reimburse that Indemnified Party (except in the case of the
negligence or wilful misconduct of that Indemnified Party) for any amount
demanded of, or paid by, it under the Relevant Obligations in the currency of
the relevant amount of the relevant demand, provided that to the extent the
Borrowers are obliged to reimburse the Lenders under this Agreement, the claims
of the Lenders against the Borrowers in respect of such reimbursement shall be
evidenced by one or more Advances arising under Clause 7.5(c) (Settlement of
Claims under Lenders Indemnity) and the provisions of Clause 7.5 (Settlement
of Claims under Lenders Indemnity) will govern such reimbursement.
 (b)
    
    Each Borrower irrevocably and unconditionally authorises and directs each
Indemnified Party to pay any demand made under or in connection with the Relevant
Obligations and confirm that each Indemnified Party shall be entitled to pay any demand
which appears on its face to be in order. Each Borrower agrees that in respect of the
Relevant Obligations no Indemnified Party is concerned with the legality of the claim
or any underlying transaction or any set-off, counterclaim or defence as between any
Indemnified Party and any other person.(c)
    
    The obligations of the Borrowers under this Clause 7.3 shall be continuing
obligations, shall extend to the ultimate balance of all amounts expressed to be
payable by that Borrower under or in connection with any Aval, regardless of any
intermediate payment or discharge in whole or in parts of amounts payable hereunder.(d)
    
    The obligations guaranteed by this Clause 7.3 (Borrower Indemnities) shall not
in any event exceed Euro 44,000,000,000 plus an amount equal to 125 per cent. of any
increase to Facility C pursuant to Clause 38 (Permitted Facility C Increase).
 7.4
    
    Rights of contribution
  7.5
    
    Settlement of Claims under Lenders Indemnity
 (a)
    
    If an Issuing Entity wishes to make an Indemnity Claim under Clause 7.2
(Lenders Indemnity), it shall do so by serving on each Lender a duly completed
Indemnity Claim Notice specifying the Claimed Amount and the amount of the Lenders
share of that Claimed Amount determined in accordance with Clause 7.2(c) (Lenders
Indemnity).(b)
    
    Any Indemnity Claim Notice must be in the form set out in Schedule 6 (Form of
Indemnity Claim Notice). If in that form and if properly completed, such Indemnity
Claim Notice
 37




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shall, in the absence of manifest error, be prima facieevidence of the matters to
which it relates.(c)
    
    Each Lender will make payment of its share of any Indemnity Claim on the date
falling three Business Days after receipt of the relevant Indemnity Claim Notice (the
Payment Date). Any such payment must be made to the Agent for the account of the
relevant Issuing Entity. The Agent will immediately remit such payments to or to the
order of the relevant Issuing Entity in accordance with the payment instructions such
Issuing Entity shall from time to time provide to the Agent for this purpose.(d)
    
    If a Lender makes payment of any amount due pursuant to an Indemnity Claim,
that Lender shall automatically be subrogated to the rights of the relevant Issuing
Entity in respect of such payment.(e)
    
    The making of a payment by a Lender pursuant to this Clause 7.5 shall, to the
extent that Lender at that time has an Available Commitment and the Indemnity Claim has
not been triggered by the negligence or wilful misconduct of the relevant Indemnified
Party, constitute a utilisation by way of the borrowing of Advances under the
Facilities (pro ratabetween Facility A, Facility B and Facility C according to the
respective Commitments under each Facility)(f)
    
    The other provisions of this Agreement shall apply to each such Advance save
that:
 (i)
    
    the conditions precedent set out in Clauses 4.1 (Initial
conditions precedent), and Clause 4.3 (Further conditions precedent to
utilisation by way of Advances) shall not apply to the making of any such
Advance; and(ii)
    
    each such Advance shall have an initial Interest Period of one
month commencing on the relevant Payment Date.
 (g)
    
    Each Borrower hereby irrevocably authorises the borrowing of any Advance made
under this Clause 7.5 and agrees to adopt, and that it shall be liable in respect of,
each such Advance as if it was an Advance borrowed by that Borrower pursuant to a
Utilisation Request.
 7.6
    
    Cash Collateralisation of Avales
 (a)
    
    If any Aval has not been repaid or prepaid in full on or before the date five
Business Days before the Aval Cash Collateralisation Date, then the Borrowers, or any
Issuing Entity on the relevant Borrowers behalf, may drawdown Advances in an amount
equal to the principal amount of all outstanding Avales, such amount to be paid into
the Blocked Account (as defined below). The Borrowers irrevocably authorise each
Issuing Entity to give Utilisation Requests for such Advances on their behalf. Subject
to (i) Clause 7.9 (Cash cover in event of insolvency) and (ii) the Advances being
requested in accordance with Clause 5 (Utilisation) and not resulting in any Lenders
participation in Advances under a Facility exceeding its Commitment under that
Facility, the obligations of the Lenders to provide such Advances are unconditional and
are not subject to the conditions set out in Clause 4 (Conditions of Utilisation).(b)
    
    For the purposes of this Clause 7.6, the Blocked Accountshall be an
interest-bearing euro account with the Agent in Italy or London in the name of the
Company and subject to a first ranking security interest in favour of the Issuing
Entities to secure the payment to the Issuing Entities of any Claimed Amount (and a
second ranking security interest in favour of the other Finance Parties in their
capacity as such to secure the payment of all other amounts
 38




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under the Finance Documents) in form and substance satisfactory to the Agent (acting
reasonably) and which complies with paragraph (h) below. The Agent shall have sole
signing rights in respect of the Blocked Account and shall operate the Blocked
Account in accordance with the terms of this Agreement and otherwise on terms
acceptable to the Agent, the Issuing Entities and the Company.(c)
    
    The Company and the Issuing Entities irrevocably authorise the Agent to make
withdrawals from the Blocked Account on its behalf in accordance with Clause 7.7
(Withdrawals from the Blocked Account).(d)
    
    The Agent shall (and the Company permits and authorises the Agent to) disclose
to the other Finance Parties any relevant details in relation to amounts paid into or
out of the Blocked Account, on request by any Finance Party from time to time.(e)
    
    The Agent may delegate its powers of withdrawal under this Agreement in respect
of the Blocked Account to any administrative receiver, receiver and/or manager or the
like.(f)
    
    If the Agent so requests, the Blocked Account may be moved to another account
held with the Agent.(g)
    
    Any payment to the Blocked Account of the proceeds of an Advance to the
International Borrower contemplated by paragraph (a) above will give rise to a loan
owed by the Company to the International Borrower in the amount of such Advance. Such
loan will be on such terms as the International Borrower and the Company may agree.
Such loan will be discharged in an amount equal to each repayment of Advances made to
the International Borrower using proceeds from the Blocked Account as contemplated by
Clause 7.7 (Withdrawals from the Blocked Account).(h)
    
    The security over the Blocked Account will:
 (i)
    
    extend to any Qualifying Investments (as defined in Clause 7.8
(Investment of cash cover)) acquired using the balance standing to the credit of
the Blocked Account; and(ii)
    
    be created as a security financial collateral arrangement for the
purposes of EC Directive 2002/47/EC (the Financial Collateral Directive), the
Financial Collateral Arrangements (No.2) Regulation 2003 and the Italian
Legislative Decree No. 170 of 21st May, 2004 (the Financial
Collateral Laws).
 7.7
    
    Withdrawals from the Blocked Account
 (a)
    
    Prior to the Final Release Date and subject to Clause 1.5(e) (Avales), any
balance standing to the credit of the Blocked Account shall be applied by the Agent in
payment of any Claimed Amount and/or in or towards the making of each Acquisition
Payment on behalf of the Company or Bidco by payment of the lower of:
 (i)
    
    the balance standing to the credit of the Blocked Account; and(ii)
    
    the Acquisition Payment,
  39




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(b)
    
    On the Final Release Date any balance remaining in the Blocked Account shall be
applied in whole or in part by the Agent on the dates requested by the Company (and in
any event within 30 days after the Final Release Date) in or towards prepayment of the
Facilities.(c)
    
    The Issuing Entities will notify the Agent promptly after the Final Release
Date occurs.
 7.8
    
    Investment of cash cover
 (a)
    
    Amounts standing to the credit of the Blocked Account may (and will, if the
Issuing Entities so require) be invested in such euro denominated OECD Zone A
government securities (or other investments which achieve the same risk weighting and
which are approved by the Issuing Entities and the Company) (Qualifying Investments) as
the Issuing Entities may direct. Such Qualifying Investments will be subject to the
security interests referred to in paragraphs (a) and (h) of Clause 7.6 (Cash
Collateralisation of Avales) and will be deemed to form part of the balance standing to
the credit of the Blocked Account (and, together with the cash standing to the credit
of the Blocked Account, are the Collateral).(b)
    
    On each date on which a payment is required to be made from the balance
standing to the credit of the Blocked Account, the Agent shall (if necessary) liquidate
an amount of Qualifying Investments comprised in the Collateral sufficient to make the
required payment, provided that in no circumstances may this result in the principal
amount of all outstanding Avales (following the application of such payment) exceeding
the market value of the Qualifying Investments comprised in the Collateral.(c)
    
    The Issuing Entities will co-operate with each other in good faith regarding
the instructions to be given to the Agent regarding the making of Qualifying
Investments as contemplated in paragraph (a). If, within 60 days of the Aval Cash
Collateralisation Date, the Issuing Entities have not given the Agent joint
instructions regarding the making of Qualifying Investments in respect of the entire
balance standing to the credit of the Blocked Account, any Issuing Entity will be
entitled to individually require such Qualifying Investments to be made.
 7.9
    
    Cash cover in event of insolvency
 (a)
    
    If, at the time any Advance is to be utilised in accordance with Clause 7.6 (a)
(Cash Collateralisation of Avales) (Cash Cover Advances):
 (i)
    
    a Major Default has occurred and is continuing or would result
from the making of the Cash Cover Advances; or(ii)
    
    the Company has failed to create the security interests required
by Clause 7.6 (Cash Collateralisation of Avales) in form and substance
satisfactory to the Agent (acting reasonably) and alternative collateral
arrangements acceptable to the Agent (acting on the instructions of the Majority
Lenders) and the Issuing Entities have not been put in place,
 mutatis mutandis
 40




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(b)
    
    The cash collateral provided under paragraph (a) above, and any securities held
as a result of the investment of the cash collateral in accordance with Clause 7.8
(Investment of cash cover):
 (i)
    
    will be owned by the Issuing Entities as tenants in common;(ii)
    
    will be held by the Agent on behalf of the Issuing Entities; and(iii)
    
    will be applied solely for the purpose of making Acquisition
Payments on the relevant Settlement Date and making payments of Claimed Amount,
and it will be a term of the Issuing Entities ownership of the cash collateral
and such securities that no Issuing Entity will have any right to require any
such cash collateral or securities to be paid, delivered or transferred to or
to its order for any other purpose.
 (c)
    
    Any payment by the Lenders to the Issuing Entities as contemplated by paragraph
(a) above will be treated as a payment by the Lenders under Clause 7.2 (Lenders
Indemnity), and accordingly the Borrowers will indemnify the Lenders against such
payment in accordance with Clause 7.3 (Borrower Indemnities).(d)
    
    If the Final Release Date occurs, the Issuing Entities will pay and transfer to
the Agent for the Lenders any amount equal to the cash collateral (and any securities
arising from the investment of the cash collateral), lessany amounts thereof which
have been applied as contemplated by sub-paragraph (b)(iii) above.(e)
    
    The arrangements in this Clause 7.9 are intended to take effect as a title
transfer financial collateral arrangement for the purposes of the Financial Collateral
Laws and any other applicable law or regulation of any member state of the European
Union implementing the Financial Collateral Directive.(f)
    
    If a Lender is, at the time a Cash Cover Advance is required to be made, not
obliged to participate in Utilisations by virtue of the provisions of Clause 9.1
(Illegality), that Lender will not be required to participate in the Cash Cover
Advance, and the provisions of this Clause 7.9 will apply mutatis mutandisto the
amount by which the Cash Cover Advance is reduced by reason of that Lender not
participating in it.
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SECTION 5
 REPAYMENT, PREPAYMENT AND CANCELLATION
 8.
    
    REPAYMENT
 (a)
    
    The relevant Borrower shall repay:
 (i)
    
    each Facility A Advance made to it on the Final Maturity Date for
Facility A;(ii)
    
    each Facility B Advance made to it on the Final Maturity Date for
Facility B; and(iii)
    
    each Facility C Advance made to it on the Final Maturity Date
for Facility C.
 (b)
    
    Each Borrower must repay in full each Aval on the Aval Cash Collateralisation
Date to the extent not repaid in full on or prior to that date.
 9.
    
    PREPAYMENT AND CANCELLATION9.1
    
    IllegalityIf, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender
to perform any of its obligations as contemplated by this Agreement or to fund or maintain
its participation in any Utilisation:
 (a)
    
    that Lender shall promptly notify the Agent and the Company upon becoming aware
of that event;(b)
    
    that Lender shall not thereafter be obliged to participate in any Utilisation
and such Lenders Commitments shall each be deemed to be immediately reduced to zero;(c)
    
    if the Company replaces that Lender in accordance with the procedure set out in
Clause 37.3 (Replacement of a Lender) by the Relevant Repayment Date, the Commitments
deemed to be reduced pursuant to paragraph (b) above shall be deemed to be reinstated;
and(d)
    
    if the Company has not replaced the Lender in accordance with the procedure set
out in Clause 37.3 (Replacement of a Lender), and if the Agent on behalf of the
relevant Lender so requires, each Borrower shall repay that Lenders participation in
the Utilisations made to that Borrower on the last day of the Interest Period for each
Utilisation occurring after the Agent has notified the Company or, if earlier, the date
specified by the Lender in the notice delivered to the Agent (being no earlier than the
last day of any applicable grace period permitted by law) (the Relevant Repayment
Date).
 9.2
    
    Mandatory prepayment on change of control or merger
 (a)
    
    The Company shall notify the Agent as soon as reasonably practicable after
becoming aware that a Control Event under paragraph (a) of the definition thereof or
any circumstance referred to in paragraph (b) of the definition of Control Event has
occurred and the Agent will notify all of the Lenders accordingly.(b)
    
    Following a Control Event, any Lender may:
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(i)
    
    (acting through the Agent and taking into account the
circumstances) propose to the Company the revised terms and conditions (if any)
it requires to continue to participate in the Facilities; or(ii)
    
    give notice that it is not prepared to continue to participate in
the Facilities on any terms.
 (c)
    
    Following receipt of any proposal from a Lender to revise the terms and
conditions under paragraph (b)(i) above, the Agent shall negotiate in good faith with
the Company with a view to agreeing revised terms and conditions acceptable to the
Lenders and the Company for continuing the Facilities, subject always to the provisions
of Clause 37 (Amendments and Waivers). Any such negotiations shall take place during
the period of 30 days from the date of any notification by the Company referred to in
paragraph (a) above (the Negotiation Period).(d)
    
    If by the last day of the Negotiation Period no Lender has proposed revised
terms under paragraph (b)(i) above and no Lender has given notice under paragraph
(b)(ii) above, the Facilities shall continue on the same terms notwithstanding the
relevant Control Event having occurred.(e)
    
    If paragraph (d) does not apply:
 (i)
    
    with respect to any Lender that is prepared to continue to
participate in the Facilities on the terms agreed during the Negotiation Period,
any such revised terms shall take effect upon the date agreed with such Lenders;(ii)
    
    the Borrowers may within five Business Days from the last day of
the Negotiation Period elect to prepay the participations in all outstanding
Utilisations of, and cancel in full without penalties (subject to the payment of
Break Costs, if any) the Commitments of, any Lender:
 (A)
    
    who has proposed revised terms but with whom
revised terms and conditions have not been agreed in accordance with
paragraph (c) above; or(B)
    
    who has given notice under paragraph (b)(ii)
above; or(C)
    
    who has given notice to the Company that it
otherwise wishes to cease to participate in the Facilities; or
 (iii)
    
    if the Borrowers do not make an election in respect of the
relevant Lender in accordance with subparagraph (ii) above, and the Agent is so
instructed by that Lender, the Agent shall by notice to the Company declare:
 (A)
    
    that Lenders Commitments to be cancelled,
whereupon they shall immediately be cancelled; and/or(B)
    
    that Lenders participation in all Utilisations,
all unpaid accrued interest thereon and any other sum then payable to
that Lender under this Agreement to be due and payable, whereupon each
Borrower shall prepay on the last day of each relevant then current
Interest Period applicable to the relevant Utilisation (or, if earlier,
within five Business Days of receiving that notice), that Lenders
participation in all Utilisations made to it together with all
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(f)
    
    No Request for a Utilisation may be delivered during the Negotiation Period
which occurs otherwise than during the Certain Funds Period.
 9.3
    
    Voluntary cancellation
 (a)
    
    Subject to paragraph (b) below, the relevant Borrower may, if it gives the
Agent not less than five Business Days (or such shorter period as the Majority Lenders
may agree) prior notice in writing, cancel without penalty the whole or any part (being
a minimum amount of Euro 150,000,000 and an integral multiple of Euro 5,000,000) of any
Facility made to it. Any cancellation under this Clause 9.3 shall reduce the
Commitments of the Lenders under the applicable Facility rateably.(b)
    
    Notwithstanding paragraph (a) above, no amount available under Facility A,
Facility B or Facility C may be cancelled by a Borrower following the launch of the
Offer and prior to the Final Release Date except to the extent that, after the
cancellation, the Issuing Entities have received acceptable evidence (and have
confirmed this to the Agent, which they shall promptly do upon being so satisfied) that
the aggregate Available Facilities will be equal to or exceed the amount outstanding of
all outstanding Avales.
 9.4
    
    Automatic cancellation
 (a)
    
    The unutilised Commitments of each Lender in respect of a Facility will be
automatically cancelled at the end of the Availability Period applicable to that Lender
for that Facility.(b)
    
    The Commitments will be automatically cancelled at close of business on the
date on which the Offer lapses or terminates or is withdrawn by the Company or Bidco,
other than by reason of the occurrence of the Settlement Date.(c)
    
    To the extent that, at any time before the relevant Aval Release Date, the
amount of an Aval is repaid or prepaid (for this purpose ignoring any cancellation of
an Aval which occurs as a result of a substitution of that Aval in accordance with this
Agreement save to the extent of any net reduction occurring as a result of such
substitution) the Commitments in respect of that Aval will be automatically cancelled
on that date in the amount of the relevant repayment or prepayment, other than in the
case where an Aval is released or reduced in whole or in part as a result of any member
of the Groups ownership of Target Shares other than Target Shares acquired upon
acceptance of the Offer.
 9.5
    
    Voluntary Prepayment of Advances
 inter alia
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9.6
    
    Right of repayment and cancellation in relation to a single Lender
 (a)
    
    If:
 (i)
    
    any sum payable to any Lender by a Borrower is required to be
increased under paragraph (c) of Clause 14.2 (Tax gross-up); or(ii)
    
    any Lender claims indemnification from a Borrower under Clause
14.3 (Tax indemnity) or Clause 15 (Increased Costs),
  (b)
    
    On receipt of a notice referred to in paragraph (a) above, the relevant
Commitment of that Lender shall immediately be reduced to zero.(c)
    
    On the last day of each Interest Period of the relevant Utilisation which ends
after the relevant Borrower has given notice under paragraph (a) above (or, if earlier,
the date specified by the relevant Borrower in that notice), the relevant Borrower to
which a Utilisation is outstanding shall repay that Lenders participation in that
Utilisation.
 9.7
    
    Restrictions
 (a)
    
    Any notice of cancellation or prepayment given by any Party under this Clause 9
shall be irrevocable and, unless a contrary indication appears in this Agreement, shall
specify the date or dates upon which the relevant cancellation or prepayment is to be
made and the amount of that cancellation or prepayment.(b)
    
    Any prepayment, repayment and/or cancellation under this Clause 9 shall be made
together with accrued interest, if any, on the amount prepaid and, subject to any Break
Costs if applicable, without premium or penalty.(c)
    
    Any part of a Facility which is prepaid may not be reborrowed.(d)
    
    No Borrower shall repay or prepay all or any part of the Utilisations or cancel
all or any part of the Commitments except at the times and in the manner expressly
provided for in this Agreement.(e)
    
    No amount of the Total Commitments cancelled under this Agreement may be
subsequently reinstated (other than, for the avoidance of doubt, in accordance with
Clause 9.1 (Illegality)).(f)
    
    If the Agent receives a notice under this Clause 9 it shall promptly forward a
copy of that notice to either the relevant Borrower or the affected Lender, as
appropriate.
 9.8
    
    Mandatory prepayment
 (a)
    
    Subject to paragraphs (b) and (c) below, the Borrowers shall prepay
Utilisations in the following amounts at the times and in the order of application
contemplated by Clause 9.9 (Application of prepayments):
 (i)
    
    an amount equal to the Required Percentage of the Net Proceeds
from any Bank Raising;
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(ii)
    
    an amount equal to the Required Percentage of the Net Proceeds
from the issue of any Capital Markets Instruments;(iii)
    
    an amount equal to the Required Percentage of the Net Proceeds
from any Equity Issue; and(iv)
    
    an amount equal to the Required Percentage of the Net Proceeds
from Relevant Disposals which in any annual Accounting Period exceed
150,000,000 in aggregate,
  (b)
    
    For the purposes of this Clause, Required Percentagemeans:
 (i)
    
    in the case of a disposal of any Target Shares or any shares or
quotas in Bidco or JV Co that are owned by a member of the Group or the first
Euro 5,000,000,000 of Net Proceeds in respect of Capital Markets Instruments,
100 per cent.;(ii)
    
    except as provided in sub-paragraph (i) above, 75 per cent. if
the Total Facility is more than or equal to Euro 17,500,000,000;(iii)
    
    except as provided in sub-paragraph (i) above, 50 per cent. if
the Total Facility is less than Euro 17,500,000,000 but more than or equal to
Euro 10,000,000,000; and(iv)
    
    except as provided in sub-paragraph (i) above, zero per cent. if
the Total Facility is less than Euro 10,000,000,000.
 (c)
    
    The Borrowers shall be under no obligation to make a prepayment under this
Clause where:
 (i)
    
    (other than in the case of subparagraph (b)(i) above) the
relevant Net Proceeds received by a member of the Group are utilised for the
purpose of:
 (A)
    
    refinancing existing Financial Indebtedness of
any member of the Group that is due to mature within six months of the
date of the Relevant Disposal, Bank Raising, Equity Issue or issue of
Capital Market Instrument or complying with any obligations to prepay
any existing Financial Indebtedness; or(B)
    
    satisfying capital expenditure requirements
within six month of the Relevant Disposal, Bank Raising, Equity Issue or
issue of Capital Market Instrument, where such capital expenditure
requirements are mandatory requirements of any applicable regulatory
authority or otherwise required under or in connection with any licence
or public concession or other arrangement entered into, by provision of
law, with a regulatory authority or indicated in the Offer Documents; or
 (ii)
    
    in the case of a Relevant Disposal of an asset of a member of the
Target Group, where such prepayment (or any upstreaming of proceeds required to
allow the prepayment to be made) would breach any law (including any legal
restriction on any director of any member of the Group) or conflict with the
fiduciary duties of any such director or result in a material risk of personal
or criminal liability of a director
 46




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9.9
    
    Application of prepayments
 (a)
    
    A prepayment made under Clause 9.8 (Mandatory prepayment) shall be applied
against Facility A, Facility B or Facility C in such proportions as may be specified by
the relevant Borrower not less than five Business Days before the date of the relevant
prepayment or, if not specified, in the following order:
 (i)
    
    first, in repayment of Facility A Utilisations;(ii)
    
    second, in repayment of Facility B Utilisations; and(iii)
    
    third, in repayment of Facility C Utilisations.
 (b)
    
    In the case of the prepayment of an Advance, unless the Company makes an
election under paragraph (c) below, the Borrowers shall apply any amounts under Clause
9.8 (Mandatory prepayment) in prepayment of the relevant Advance at the end of its then
current Interest Period, but in any event no later than the date falling six months
after receipt of any such amount.(c)
    
    The Company may, by giving the Agent not less than five Business Days (or such
shorter period as the Majority Lenders may agree) prior written notice, elect that any
prepayment under Clause 9.8 (Mandatory prepayment) be applied in immediate prepayment
of the relevant Advance.(d)
    
    If the Company makes the election under paragraph (c) above then a proportion
of the relevant Advance equal to the amount of the relevant prepayment will be due and
payable on the date specified in the notice.(e)
    
    Unless the Company has made an election under paragraph (c) above, if an Event
of Default has occurred and is continuing, a proportion of the Advances equal to the
amount of the relevant prepayment shall be immediately due and payable (unless the
Majority Lenders otherwise agree in writing).(f)
    
    Prepayments of Avales under Clause 9.8 (Mandatory prepayment) must be made
within 5 Business Days of receipt of the Net Proceeds concerned.(g)
    
    The Agent shall notify the Lenders as soon as possible of any prepayment to be
made under Clause 9.8 (Mandatory prepayment).(h)
    
    If Net Proceeds required to be paid pursuant to Clause 9.8 (Mandatory
prepayment) are received during the Availability Period and exceed the outstanding
Utilisations under the Facility concerned, the relevant Commitments will be cancelled
by the amount of the excess on the date the excess is paid to the Issuing Entities as
provided in the next sentence. In this circumstance the amount of the excess will be
paid by the Company to the Issuing Entities to be held as cash collateral for the
Companys obligations under this Agreement on terms acceptable to the Issuing Entities
(acting reasonably) and in one or more accounts which are subject to security interests
acceptable to the Issuing Entities (acting reasonably). Clause 7.8 (Investment of cash
cover) applies mutatis mutandis to any such cash collateral.
 47




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(i)
    
    All Commitment cancellations and voluntary and mandatory prepayments of
Facility A shall be made pro ratabetween Facility A1 and Facility A2.(j)
    
    All Commitment cancellations and voluntary and mandatory prepayments of
Facility B shall be made pro ratabetween Facility B1 and Facility B2.(k)
    
    All Commitment cancellations and voluntary and mandatory prepayments of
Facility C shall be made pro ratabetween Facility C1 and Facility C2.
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SECTION 6
 COSTS OF UTILISATION
 10.
    
    INTEREST10.1
    
    Calculation of interest
  (a)
    
    Margin;(b)
    
    EURIBOR; and(c)
    
    the Mandatory Cost, if any, relative to such Advance from time to time during
such Interest Period,
  10.2
    
    Payment of interest
  10.3
    
    Default interest
 (a)
    
    If a Borrower fails to pay any amount payable by it under a Finance Document on
its due date, interest shall accrue on the overdue amount from the due date up to the
date of actual payment (both before and after judgment) at a rate which, subject to
paragraph (b) below, is one per cent higher than the rate which would have been payable
if the overdue amount had, during the period of non-payment, constituted an Advance in
the currency of the overdue amount for successive Interest Periods, each of a duration
selected by the Agent (acting reasonably). Any interest accruing under this Clause
10.3 shall be immediately payable by that Borrower on demand by the Agent.(b)
    
    If any overdue amount consists of all or part of an Advance which became due on
a day which was not the last day of an Interest Period relating to that Advance:
 (i)
    
    the first Interest Period for that overdue amount shall have a
duration equal to the unexpired portion of the current Interest Period relating
to that Advance; and
 49




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(ii)
    
    the rate of interest applying to the overdue amount during that
first Interest Period shall be one per cent. higher than the rate which would
have applied if the overdue amount had not become due.
 (c)
    
    To the extent permitted by law, default interest (if unpaid) arising on an
overdue amount shall be compounded with the overdue amount at the end of each Interest
Period applicable to that overdue amount and (if not so compounded) will remain
immediately due and payable.(d)
    
    For the purposes of determining the rate of interest on an overdue amount under
this Clause 10.3, the Margin shall be (i) if that amount comprises principal or
interest or any other amount due in relation to a Facility, the Margin relating to that
Facility or (ii) if that amount is not properly attributable to a Facility, the Margin
under Facility A.
 10.4
    
    Notification of rates of interest
  10.5
    
    Margin
 (a)
    
    Subject to the following provisions of this Clause 10.5, the Margin for all
Facility A Advances, all Facility B Advances and all Facility C Advances will be the
percentage rate specified in the table in paragraph (b) below and set opposite the long
term credit rating assigned to the Company by Moodys or S&P as at the date of this
Agreement.(b)
    
    The Margin for all Advances will, upon the date of publication of a revised
long term credit rating assigned to the Company after the date of this Agreement but
subject to the following provisions of this Clause 10.5, be adjusted to the percentage
rate specified in the table below and set opposite the long term credit rating assigned
to the Company by either Moodys or S&P at such time.
 Margin ForMoodys or S&P
    
    Margin For Facility A
    
    Margin For Facility B
    
    Facility CRating
    
    (% p.a.)
    
    (% p.a.)
    
    (% p.a.)A1/A+ or higher
    
    0.175
    
    0.225
    
    0.275A2/A
    
    0.225
    
    0.275
    
    0.325A3/A-
    
    0.275
    
    0.325
    
    0.350Baa1/BBB+
    
    0.325
    
    0.375
    
    0.400Baa2/BBB
    
    0.400
    
    0.450
    
    0.500Baa3/BBB- or below
    
    0.450
    
    0.500
    
    0.550
 (c)
    
    If at any time after the Margin has been determined in accordance with
paragraph (b) above, a long term credit rating ceases to be assigned to the Company by
both Moodys and S&P,
 50




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(d)
    
    Until such time as either Moodys or S&P reconfirm or change the long term
credit rating assigned to the Company following the announcement of the Offer, the
Margin for a Facility will be the Margin applicable to such Facility where the long
term credit rating assigned to the Company is A3/A-.(e)
    
    Where the Total Facility is reduced to Euro 17,500,000,000 or less, then the
Margin for all Facility A Advances, all Facility B Advances and all Facility C Advances
shall be reduced by 0.05 per cent. per annum.(f)
    
    Any adjustment to the Margin (whether upwards or downwards) in accordance with
paragraph (b), (c) or (e) will only apply with effect from the date five Business Days
after:
 (i)
    
    the date of publication of any relevant change to (or
reconfirmation of) the long term credit rating assigned to the Company;(ii)
    
    the date on which a long term credit rating ceases to be assigned
to the Company by both Moodys and S&P as provided in paragraph (c) above; or(iii)
    
    the date on which the Total Commitments are reduced to the level
specified in paragraph (e) above.
 (g)
    
    Promptly after the directors of the Company become aware of the same, the
Company shall inform the Agent in writing if any change in the long term credit rating
assigned to the Company occurs or the circumstances contemplated by paragraph (c) above
arise.(h)
    
    For the purpose of this Agreement:
 (i)
    
    the long term credit rating assigned to the Companymeans the
solicited long term credit rating of the Company; and(ii)
    
    if at any time there is a difference in the long term credit
rating assigned to the Company by each of Moodys and S&P, the Margin will be
determined on the basis of the average of the Margins applicable to each of such
ratings and if only one of Moodys and S&P assigns to the Company a long term
credit rating, the Margin will be determined on the basis of such long term
credit rating only.
 11.
    
    INTEREST PERIODS11.1
    
    Selection of Interest Periods
 (a)
    
    A Borrower may select an Interest Period for an Advance in the Utilisation
Request for that Advance or (if the Advance has already been borrowed) in a Selection
Notice.(b)
    
    Each Selection Notice for an Advance is irrevocable and must be delivered to
the Agent by the relevant Borrower not later than the Specified Time.(c)
    
    If a Borrower fails to deliver a Selection Notice to the Agent in accordance
with paragraph (a) above, the relevant Interest Period will be one month.
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(d)
    
    Subject to this Clause 11, a Borrower may select an Interest Period of one,
two, three or six Months or any other period agreed between the Company and the Agent
(acting on the instructions of all the Lenders participating in the relevant Facility).(e)
    
    An Interest Period for an Advance shall not extend beyond the Final Maturity
Date applicable to its Facility. If an Interest Period for an Advance would otherwise
overrun the relevant Final Maturity Date, it will be shortened to end on that Final
Maturity Date.(f)
    
    Each Interest Period for an Advance shall start on the Utilisation Date or (if
an Advance has already been made) on the last day of its preceding Interest Period.(g)
    
    During the Syndication Period, each Interest Period shall be for a period of
one week or one month unless the Bookrunners and the Company agree otherwise.
 11.2
    
    Notification of Interest Periods
  11.3
    
    Non-Business Days
  11.4
    
    Consolidation and division of Advances
 (a)
    
    Subject to paragraph (b) below, if two or more Interest Periods:
 (i)
    
    relate to Advances under the same Facility; and(ii)
    
    end on the same date,
  (b)
    
    Subject to Clause 4.5 (Maximum number of Advances) and Clause 5.3 (Currency and
amount), if a Borrower requests in a Selection Notice that an Advance be divided into
two or more Advances, that Advance will, on the last day of its Interest Period, be so
divided as specified in that Selection Notice, being an aggregate amount equal to the
amount of the Advance immediately before its division.
 11.5
    
    Other adjustments
  52




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12.
    
    CHANGES TO THE CALCULATION OF INTEREST12.1
    
    Absence of quotations
  12.2
    
    Market disruption
 (a)
    
    If a Market Disruption Event occurs in relation to an Advance for any Interest
Period, then the rate of interest on each Lenders share of that Advance for the
Interest Period shall be the rate per annum which is the sum of:
 (i)
    
    the applicable Margin;(ii)
    
    the rate notified to the Agent by that Lender as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per annum
the cost to that Lender of funding its participation in that Advance from
whatever source it may reasonably select; and(iii)
    
    the Mandatory Cost, if any, relative to that Lenders
participation in the Advance during such Interest Period.
 (b)
    
    In this Agreement Market Disruption Eventmeans:
 (i)
    
    at or about noon on the Quotation Day for the relevant Interest
Period the Screen Rate is not available and none or only one of the Reference
Banks supplies a rate to the Agent to determine EURIBOR for euros and the
relevant Interest Period; or(ii)
    
    before close of business in Milan on the Quotation Day for the
relevant Interest Period, the Agent receives notifications from a Lender or
Lenders (whose participations in an Advance exceed 50 per cent. of that Advance)
that the cost to it of obtaining matching deposits in the Relevant Interbank
Market would be in excess of EURIBOR for the relevant Interest Period.
  12.3
    
    Alternative basis of interest or funding
 (a)
    
    If a Market Disruption Event occurs and the Agent or the Company so requires,
the Agent and the Company shall enter into negotiations in good faith (for a period of
not more than thirty days) with a view to agreeing a substitute basis for determining
the rate of interest and/or funding applicable to that and/or any other Advances.(b)
    
    Any alternative basis agreed pursuant to paragraph (a) above shall, with the
prior consent of all the Lenders and the Company, be binding on all Parties.
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12.4
    
    Break Costs
 (a)
    
    The relevant Borrower shall, within three Business Days of demand by a Finance
Party, pay to that Finance Party its Break Costs attributable to all or any part of an
Advance or Unpaid Sum being paid by that Borrower on a day other than the last day of
an Interest Period for that Advance or Unpaid Sum.(b)
    
    Each Lender shall, as soon as reasonably practicable after a demand by the
Agent, provide a certificate confirming the amount of its Break Costs for any Interest
Period in which they accrue and providing reasonable details of the calculations
thereof. The Agent shall, as soon as reasonably practicable following receipt, provide
a copy of any such certificate to the relevant Borrower.
 13.
    
    FEES13.1
    
    Commitment fee
 (a)
    
    The relevant Borrower shall pay to the Agent (for the account of each Lender) a
fee in euro computed (on a daily basis) at the rate of 20 per cent. of the applicable
Margin for the Facility concerned on that Lenders Available Commitment under each
Facility made available to such Borrower for the Availability Period.(b)
    
    Until the day before the first Utilisation Date, the commitment fee rate will
be determined by reference to the Margin grid in Clause 10.5(b) (Margin) and the
prevailing long term credit rating assigned to the Company and thereafter will be
determined by reference to the Margin applicable to Advances under the relevant
Facility.(c)
    
    The accrued commitment fee, computed in accordance with paragraph (a) above, is
payable on the last day of each successive period of three Months which ends during the
Availability Period, on the last day of the Availability Period and, if cancelled in
full, on the cancelled amount of the relevant Lenders Commitment at the time the
cancellation is effective.
 13.2
    
    Arrangement, sub-underwriting and participation fees
  13.3
    
    Agency fee
  13.4
    
    Fees in respect of Avales
 (a)
    
    The Company must pay to each Issuing Entity the fees in respect of each Aval
requested by it in the manner agreed in the Fee Letter between the relevant Issuing
Entities and the Company.(b)
    
    The relevant Borrower shall pay to the Agent (for distribution to the Lenders
in accordance with paragraph (c) below) a fee (the Aval Fee) in euros on the daily
principal amount of each Aval calculated at 0.225 per cent. per annum from the period
from the Utilisation Date for that Aval until the relevant Aval Release Date.
 54




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(c)
    
    The Agent shall distribute the Aval Fee to the Lenders on the basis of such
Lenders Pro rata Share on the Utilisation Date of the Aval to which the Aval Fee
relates but adjusted to reflect any subsequent assignment or transfer under this
Agreement.(d)
    
    The Aval Fee accrued under paragraph (b) above is calculated on a daily basis
and is payable quarterly in arrear on the date falling three months after the first
Utilisation Date in respect of the relevant Aval (and each date falling three months
after the previous such payment). The accrued amount of such Aval Fee is also payable
to the Agent on the cancelled amount of any Lenders Commitment at the time the
cancellation is effective if that Commitment is cancelled in full and the relevant Aval
is prepaid or repaid in full on the date on which such cancellation, prepayment or
repayment becomes effective.
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SECTION 7
 ADDITIONAL PAYMENT OBLIGATIONS
 14.
    
    TAX GROSS-UP AND INDEMNITIES14.1
    
    Definitions
  Protected Party
 Tax Credit
 Tax Deduction
 Tax Payment
 14.2
    
    Tax gross-up
 (a)
    
    Each Borrower shall make all payments to be made by it under the Finance
Documents without any Tax Deduction, unless a Tax Deduction is required by law.(b)
    
    A Borrower shall promptly upon becoming aware that it must make a Tax Deduction
(or that there is any change in the rate or the basis of a Tax Deduction) notify the
Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in
respect of a payment payable to that Lender. If the Agent receives such notification
from a Lender it shall notify the relevant Borrower.(c)
    
    If a Tax Deduction is required by law to be made by a Borrower (subject to
Clause 14.4 (Excluded Claims)), the amount of the payment due from that Borrower shall
be increased to an amount which (after making any Tax Deduction) leaves an amount equal
to the payment which would have been due if no Tax Deduction had been required.(d)
    
    If a Borrower is required to make a Tax Deduction, that Borrower shall make
that Tax Deduction and any payment required in connection with that Tax Deduction
within the time allowed and in the minimum amount required by law.(e)
    
    Within thirty Business Days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the relevant Borrower shall deliver to
the Agent for the Finance Party entitled to the payment evidence reasonably
satisfactory to that Finance Party that the Tax Deduction has been made or (as
applicable) any appropriate payment paid to the relevant taxing authority.(f)
    
    Each Italian Treaty Lender and each Borrower which makes a payment to which
that Italian Treaty Lender is entitled shall co-operate in completing any procedural
formalities necessary for that Obligor to obtain authorisation to make that payment
without a Tax Deduction.
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14.3
    
    Tax indemnity
 (a)
    
    Each Borrower shall (subject to paragraph (b) and Clause 14.4 (Excluded
Claims)) (within ten Business Days of demand by the Agent) pay to a Protected Party an
amount equal to the loss, liability or cost which that Protected Party determines will
be or has been (directly or indirectly) suffered for or on account of Tax by that
Protected Party in respect of a Finance Document.(b)
    
    Paragraph (a) above shall not apply:
 (i)
    
    with respect to any Tax assessed on a Finance Party:
 (A)
    
    under the law of the jurisdiction in which that
Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party is treated as resident for
tax purposes; or(B)
    
    under the law of the jurisdiction in which that
Finance Partys Facility Office is located or deemed to be located by
the relevant tax authorities in respect of amounts received or
receivable in that jurisdiction under this Agreement,
 if that Tax is imposed on or calculated by reference to the net income received or
receivable by that Finance Party, excluding for the avoidance of doubt any Tax
Deduction; or(ii)
    
    to the extent a loss, liability or cost:
 (A)
    
    is compensated for by an increased payment under Clause 14.2 (Tax
gross-up); or(B)
    
    would have been compensated for by an increased payment under
Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the
exclusions in Clause 14.4 (Excluded Claims) applied.
 (c)
    
    A Protected Party making, or intending to make a claim under paragraph (a)
above shall promptly notify the Agent of the event which will give, or has given, rise
to the claim, following which the Agent shall notify the relevant Borrower.(d)
    
    A Protected Party shall, on receiving a payment from a Borrower under this
Clause 14.3, notify the Agent.
 14.4
    
    Excluded ClaimsThe Company is not required to make an increased payment to a Facility A1 Lender, a Facility
B1 Lender or a Facility C1 Lender under Clauses 14.2 (Tax gross-up) or 14.3 (Tax indemnity)
for a Tax Deduction from a payment of interest on a Loan, if on the date on which the
payment falls due:
 (a)
    
    the payment could have been made to the relevant Lender without a Tax Deduction
if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be
such a Qualifying Lender other than as a result of any change after the date it became
a Lender under this Agreement in (or in the interpretation, administration or
application of) any law or Treaty, or any published practice or concession of any
relevant taxing authority; or
 57




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(b)
    
    the relevant Lender is an Italian Treaty Lender and the Company is able to
demonstrate that the payment could have been made to the Lender without the Tax
Deduction had that Lender complied with its obligations under Clause 14.2 (Tax
gross-up).
 14.5
    
    Tax CreditIf a Borrower makes a Tax Payment and the relevant Finance Party determines that:
 (a)
    
    a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and(b)
    
    that Finance Party has obtained, utilised and fully retained that Tax Credit on
an affiliated group basis,
 the Finance Party shall pay an amount to the relevant Borrower which that Finance Party
determines will leave it (after that payment) in the same after-Tax position as it would
have been in had the Tax Payment not been required to be made by that Borrower, provided
always, that nothing herein shall require that Finance Party to disclose any confidential
information relating to its affairs.Each Finance Party will notify the relevant Borrower promptly of the receipt or taking
advantage by such Finance Party of any saving and of such Finance Partys opinion as to the
amount or value of that saving.14.6
    
    Italian Lenders StatusEach Lender having a Facility A1 Commitment, a Facility B1 Commitment or a Facility C1
Commitment confirms to the Company that at the date hereof it:
 (a)
    
    is a Qualifying Lender; or(b)
    
    is a Non-Qualifying Lender and agrees that the provisions of Clause 14.4
(Excluded Claims) apply.
 14.7
    
    Stamp taxesThe Borrowers shall pay all stamp, registration and any other indirect tax (including,
without limitation, stamp, registration and any other indirect tax at any time assessed by
all competent tax authorities) to which the Finance Documents, any other document referred
to in the Finance Documents or any judgment given in connection therewith is or at any time
may be subject, excluding for the avoidance of doubt any Transfer Certificate, and shall,
from time to time on demand of the Agent, indemnify the Finance Parties against any
liabilities, costs, claims and expenses resulting from any failure to pay or any delay in
paying any such tax.For the avoidance of doubt, a Borrower shall not be liable to pay or indemnify any Finance
Party against any stamp, registration and similar Taxes which may be or become payable in
connection with the assignment, novation or transfer of any rights or obligations of that
Finance Party under any Finance Document, unless such assignment, novation or transfer is
carried out at the request of a Borrower.14.8
    
    Value Added Tax
 (a)
    
    All consideration expressed to be payable under a Finance Document by any Party
to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on
any
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supply made by any Finance Party to any Party in connection with a Finance Document,
that Party shall pay to the Finance Party (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the VAT.(b)
    
    Where a Finance Document requires any Party to reimburse a Finance Party for
any costs or expenses, that Party shall also at the same time pay and indemnify the
Finance Party against all VAT incurred by the Finance Party in respect of the costs or
expenses to the extent that the Finance Party is not entitled to credit or repayment of
the VAT.
 15.
    
    INCREASED COSTS15.1
    
    Increased costs
 (a)
    
    Subject to Clause 15.3 (Exceptions) a Borrower shall, within thirty Business
Days after receipt by that Borrower of a demand by the Agent, pay for the account of a
Finance Party the amount of any Increased Costs incurred by that Finance Party or any
of its Affiliates as a result of (i) the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation or (ii)
compliance with any law or regulation made after the date of this Agreement.(b)
    
    In this Agreement Increased Costsmeans:
 (i)
    
    a reduction in the rate of return from any Facility or on a
Finance Partys (or its Affiliates) overall capital;(ii)
    
    an additional or increased cost; or(iii)
    
    a reduction of any amount due and payable under any Finance
Document,which is incurred or suffered by a Finance Party or any of its Affiliates to the
extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.
 15.2
    
    Increased cost claims
 (a)
    
    A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased
costs) shall notify the Agent of the event giving rise to the claim, following which
the Agent shall promptly notify the Borrowers.(b)
    
    Each Finance Party shall, through the Agent, provide the Borrowers (at the same
time as the Finance Party makes its demand) with a certificate of such Finance Party
specifying the amount of its Increased Costs, particulars of the event and setting out
the calculation of the amount claimed in reasonable detail.
 15.3
    
    ExceptionsClause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:
 (a)
    
    attributable to a Tax Deduction required by law to be made by a Borrower;(b)
    
    compensated for by Clause 14 (Tax Gross-Up and Indemnities) (or would have been
compensated had the exceptions to gross up or indemnity obligations set out in Clause
14 (Tax Gross-Up and Indemnities) not applied);
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(c)
    
    compensated for by the payment of the Mandatory Cost;(d)
    
    attributable to the wilful breach by the relevant Finance Party or its
Affiliates of any law or regulation;(e)
    
    resulting from any change or the introduction of, or any change in
interpretation or application of, any law, regulation, treaty, directive, request or
rules relating to, or any change in the rate of Tax on Overall Net Income of such
Finance Party and/or Holding Company of such Finance Party; or(f)
    
    attributable to the application of the revised Basel Accord (Basel II) capital
requirements, save to the extent such Increased Costs are incurred as a result of any
change in the formal interpretation, amendment or supplement of the Basel Accord (Basel
II) capital requirements, in each case made after the date hereof.
 In this Clause 15.3 a reference to a Tax Deductionhas the same meaning given to the term in
Clause 14.1 (Definitions).16.
    
    OTHER INDEMNITIES16.1
    
    Currency indemnity
 (a)
    
    If any sum due from a Borrower under the Finance Documents (a Sum), or any
order, judgment or award given or made in relation to a Sum, has to be converted from
the currency (the First Currency) in which that Sum is payable into another currency
(the Second Currency) for the purpose of:
 (i)
    
    making or filing a claim or proof against that Borrower;(ii)
    
    obtaining or enforcing an order, judgment or award in relation to
any litigation or arbitration proceedings,
 each Borrower shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost, loss
or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the First
Currency into the Second Currency and (B) the rate or rates of exchange available to
that person at the time of its receipt of that Sum.(b)
    
    Each Borrower waives any right it may have in any jurisdiction to pay any
amount under the Finance Documents in a currency or currency unit other than that in
which it is expressed to be payable.
 16.2
    
    Other indemnitiesEach Borrower shall, within three Business Days of demand, indemnify each Finance Party
against any losses, charges, or documented expenses incurred by that Finance Party and not
covered otherwise by other indemnities set forth herein as a result of:
 (a)
    
    the occurrence of any Event of Default;
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(b)
    
    a failure by that Borrower to pay any amount due under a Finance Document on
its due date, including without limitation, any cost, loss or liability arising as a
result of Clause 30 (Sharing Among the Finance Parties);(c)
    
    funding, or making arrangements to fund, its participation in an Advance
requested by a Borrower in a Utilisation Request but not made by reason of the
operation of any one or more of the provisions of this Agreement (other than by reason
of wilful default or negligence by that Finance Party); or(d)
    
    an Advance (or part of an Advance) not being prepaid in accordance with a
notice of prepayment given by a Borrower.
 16.3
    
    Acquisition LiabilityEach Borrower will indemnify and hold harmless each Finance Party and each of their
respective directors, officers, employees, agents and representatives (each being an
Indemnified Person) from and against any and all claims, damages, losses, liabilities and
documented costs and other expenses (including the properly incurred and documented fees of
legal counsel for such Indemnified Person (all together Losses) which have been incurred by
or awarded against any Indemnified Person, in each case arising out of or in connection with
any claim, investigation, litigation or proceeding (or the preparation of any defence with
respect thereto) commenced or threatened by any person in relation to any of the Finance
Documents (or the transactions contemplated therein, including without limitation, the Offer
(whether or not made), the use of the proceeds of the Facilities or any acquisition by the
Company or any person acting in concert with the Company of any of the Target Shares) except
to the extent such Losses or claims result from such Indemnified Persons negligence or
wilful misconduct or a breach of any Finance Document by an Indemnified Person provided
that:
 (a)
    
    the Indemnified Persons may only obtain reimbursement of fees of legal counsel
for the properly incurred fees from instructing the same legal counsel in each relevant
jurisdiction in respect of the same claim, unless there is a conflict of interest and
additional counsel are instructed as a result;(b)
    
    the Indemnified Person shall as soon as reasonably practicable inform the
Borrowers of any circumstances of which it is aware and which would be reasonably
likely to give rise to any such claim, investigation, litigation or proceeding (whether
or not an investigation, litigation or proceeding has occurred or been threatened);(c)
    
    the Indemnified Person will, where reasonable and practicable, and taking into
account the provisions of this Agreement, give the Borrowers an opportunity to consult
with it in good faith with respect to the conduct and settlement of any such claim,
investigation, litigation or proceeding;(d)
    
    the Indemnified Persons shall not settle any such claim, investigation,
litigation or proceeding without the prior written consent of the Borrowers (such
consent not to be unreasonably withheld or delayed) if (i) the settlement of such
claim, investigation, litigation or proceeding (the Relevant Claim) would (in the
reasonable opinion of the Borrowers acting on legal advice) compromise the Borrowers
ability to claim damages from any third party in respect of such Relevant Claim; and/or
(ii) the Relevant Claim in question is based upon a payment claim that is (in the
reasonable opinion of the Borrowers acting on legal advice) without good ground (both
in respect of the reasons for such claim and/or the amount being claimed);
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(e)
    
    an Indemnified Person will provide the Borrowers on request (and, to the extent
practicable without any waiver of legal professional privilege or breach of
confidentiality obligation) with copies of material correspondence in relation to the
Losses and allow the Borrowers to attend all material meetings in relation to the
Losses and receive copies of material legal advice obtained by the Indemnified Person
in relation to the Losses; and(f)
    
    the Borrowers will keep strictly confidential all information received by it in
connection with the Losses and will not disclose any information to any third party
(other than to its legal counsel) without the prior written consent of the Indemnified
Person.(g)
    
    no Indemnified Person shall be required to comply with paragraphs (b), (c), (d)
or (e) unless the Indemnified Person is and continues to be indemnified on a current
basis for its costs and expenses.
 Any third party referred to in this Clause 16.3 may rely on this Clause 16.3 subject to
Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.16.4
    
    Indemnity to the AgentThe Borrowers shall promptly indemnify the Agent against any cost, loss or liability
incurred by the Agent (acting reasonably) as a result of:
 (a)
    
    investigating any event which it reasonably believes is a Default; or(b)
    
    acting or relying on any notice, request or instruction which it reasonably
believes to be genuine, correct and appropriately authorised.
 17.
    
    MITIGATION BY THE LENDERS17.1
    
    Mitigation
 (a)
    
    Each Finance Party shall, in consultation with the Borrowers, take all
reasonable steps to mitigate any or remove the relevant circumstances which arise and
which would result in any amount becoming payable under or pursuant to, or cancelled
pursuant to, any of Clause 9.1 (Illegality), Clause 14 (Tax Gross-Up and Indemnities)
and Clause 15 (Increased Costs) including (but not limited to) transferring its rights
and obligations under the Finance Documents to another Affiliate or Facility Office or
to another lender, financial institution, trust, fund or other entity introduced by the
Borrowers that is willing to participate in the Facilities and/or considering any
proposal by the Borrowers to introduce a new borrower under the Facilities (subject to
the Majority Lenders approval of any such proposal), provided thatthe Borrowers
reimburse such Finance Party for all duly documented costs and expenses incurred by it
as a result of transferring its participation in the Facilities in accordance with this
provision.(b)
    
    Paragraph (a) above does not in any way limit the obligations of each Borrower
under the Finance Documents.
 17.2
    
    Limitation of liability
 (a)
    
    Each Borrower shall indemnify each relevant Finance Party for all documented
costs and expenses reasonably incurred by that Finance Party as a result of steps taken
by it under Clause 17.1 (Mitigation).
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(b)
    
    A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation)
if, in the opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.
 18.
    
    COSTS AND EXPENSES18.1
    
    Transaction expensesEach Borrower shall within 30 days of demand pay the Agent or the Mandated Lead Arrangers,
as the case may be, (who shall each provide to that Borrower reasonable details of the
relevant cost or expense) the amount of all costs and expenses (including legal fees)
reasonably incurred by any of them in connection with the negotiation, preparation,
printing, execution or syndication of:
 (a)
    
    this Agreement and any other documents referred to in this Agreement (other
than a Transfer Certificate); and(b)
    
    any other Finance Documents (other than a Transfer Certificate) executed after
the date of this Agreement,
 provided that such costs and expenses will be subject to any limitations agreed between the
Parties prior to the date hereof.18.2
    
    Amendment costsIf (a) a Borrower requests an amendment, waiver or consent or (b) an amendment is required
pursuant to Clause 31.9 (Change of currency), that Borrower shall, within ten Business Days
of demand, reimburse the Agent for the amount of all costs and expenses (including legal
fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or
complying with that request or requirement.18.3
    
    Enforcement costsThe Borrowers shall, within ten Business Days of demand, pay to each Finance Party the
amount of all costs and expenses (including legal fees) incurred by that Finance Party in
connection with the enforcement of, or the preservation of any rights under, any Finance
Document.
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SECTION 8
 GUARANTEE
 19.
    
    GUARANTEE AND INDEMNITY19.1
    
    Guarantee and indemnity
 The Company irrevocably and unconditionally:
 (a)
    
    guarantees to each Finance Party punctual performance by the International
Borrower of its obligations under the Finance Documents;(b)
    
    undertakes with each Finance Party that whenever the International Borrower
does not pay any amount when due under or in connection with any Finance Document, the
Company shall immediately on demand pay that amount as if it was the principal obligor;
and(c)
    
    indemnifies each Finance Party immediately on demand against any cost, loss or
liability suffered by that Finance Party if any obligation guaranteed by it is or
becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability
shall be equal to the amount which that Finance Party would otherwise have been
entitled to recover.
 19.2
    
    Continuing guaranteeThis guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by the International Borrower under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.19.3
    
    ReinstatementIf any payment by a Borrower or any discharge given by a Finance Party (whether in respect
of the obligations of the International Borrower or any security for those obligations or
otherwise) is avoided or reduced as a result of insolvency or any similar event:
 (a)
    
    the liability of each Borrower shall continue as if the payment, discharge,
avoidance or reduction had not occurred; and(b)
    
    each Finance Party shall be entitled to recover the value or amount of that
security or payment from each Borrower, as if the payment, discharge, avoidance or
reduction had not occurred.
 19.4
    
    Waiver of defencesThe obligations of the Company under this Clause 19 will not be affected by an act,
omission, matter or thing which, but for this Clause, would reduce, release or prejudice any
of its obligations under this Clause 19 (without limitation and whether or not known to it
or any Finance Party) including:
 (a)
    
    any time, waiver or consent granted to, or composition with, any Borrower or
other person;(b)
    
    the release of any Borrower or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;
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(c)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any Borrower or other person or any non-presentation or non-observance of any
formality or other requirement in respect of any instrument or any failure to realise
the full value of any security;(d)
    
    any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of a Borrower or any other person;(e)
    
    any amendment (however fundamental) or replacement of a Finance Document or any
other document or security;(f)
    
    any unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document or any other document or security; or(g)
    
    any insolvency or similar proceedings.
 19.5
    
    Immediate recourseThe Company waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security
or claim payment from any person before claiming from the Company under this Clause 19.
This waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.19.6
    
    AppropriationsUntil all amounts which may be or become payable by the Borrowers under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance Party (or any
trustee or agent on its behalf) may:
 (a)
    
    refrain from applying or enforcing any other moneys, security or rights held or
received by that Finance Party (or any trustee or agent on its behalf) in respect of
those amounts, or apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise) and the Company shall not be entitled to
the benefit of the same; and(b)
    
    hold in an interest-bearing suspense account any moneys received from the
Company or on account of the Companys liability under this Clause 19.
 19.7
    
    Deferral of Companys rightsUntil all amounts which may be or become payable by the Borrowers under or in connection
with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise
directs, the Company will not exercise any rights which it may have by reason of performance
by it of its obligations under the Finance Documents:
 (a)
    
    to be indemnified by the International Borrower;(b)
    
    to claim any contribution from any other guarantor of any Borrowers
obligations under the Finance Documents; and/or(c)
    
    to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance Documents or of any
other guarantee or
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security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.
 19.8
    
    Additional securityThis guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.19.9
    
    Guarantee CapThe obligations guaranteed by the Company under this Clause shall not in any event exceed an
amount equal to 125 per cent. of the aggregate of the Total Facility A2 Commitments, the
Total Facility B2 Commitments and the Total Facility C2 Commitments and in any event shall
not exceed Euro 44,000,000,000 plus an amount equal to 125 per cent. of any increase to
Facility C pursuant to Clause 38 (Permitted Facility C Increase).
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SECTION 9
 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
 20.
    
    REPRESENTATIONSEach Borrower makes the representations and warranties set out in:
 (a)
    
    Clause 20.12 (Information Package and other information) to each Finance Party
on each date the Information Package is approved by the Company for the purposes of the
sub-underwriting and general stages of syndication or any other phase of syndication
launched in accordance with the Syndication Letter; and(b)
    
    the remainder of this Clause 20 (Representations) to each Finance Party on the
date of this Agreement.
 20.1
    
    Status
 (a)
    
    It is a corporation, duly incorporated and validly existing under the law of
its jurisdiction of incorporation.(b)
    
    It and each of its Material Subsidiaries has the power to own its assets and
carry on its business as it is being conducted.
 20.2
    
    Binding obligationsThe obligations expressed to be assumed by it in each Transaction Document to which it is a
party are, subject to the Reservations, legal, valid, binding and enforceable obligations.20.3
    
    Non-conflict with other obligationsThe entry into and performance by it of, and the transactions contemplated by, the
Transaction Documents to which it is a party do not and will not conflict with:
 (a)
    
    any material law or regulation applicable to it;(b)
    
    its constitutional documents; or(c)
    
    any agreement or instrument to which it is a party or which is binding upon it
or on its assets in a manner or to an extent which would have a Material Adverse
Effect.
 20.4
    
    Power and authorityIt has the power to enter into and perform and deliver each Transaction Document to which it
is a party and the transactions to be implemented pursuant thereto, and has taken all
necessary action to authorise the entry into, performance and delivery of, those documents
and transactions.20.5
    
    Validity and admissibility in evidenceAll Authorisations have been obtained or effected and are in full force and effect in order:
 (a)
    
    other than any required competition clearances or any relevant Authorisation
contemplated by or required for the purpose of the Offer (which will be obtained before
the first
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Settlement Date), to enable it lawfully to enter into, exercise its rights and comply
with its obligations in the Transaction Documents to which it is a party; and(b)
    
    to make the Transaction Documents to which it is a party admissible in evidence
in its jurisdiction of incorporation (except for any translation or formalities to be
fulfilled in order to validly exhibit the Transaction Documents in any court).
 20.6
    
    Consents and ApprovalsAll necessary consents, licences, authorisations and approvals to the transactions
constituted by the Finance Documents have been obtained, the material terms and conditions
of such consents have been complied with and such consents have not been and, so far as it
is aware, will not be revoked or otherwise terminated, in each case where failure to do so
would have a Material Adverse Effect.20.7
    
    EncumbrancesSave for the Permitted Encumbrances, no Encumbrance exists over all or any of its assets.20.8
    
    Governing law and enforcement
 (a)
    
    Subject to the Reservations, the choice of English law as the governing law of
the Finance Documents (other than an Aval) will be recognised and enforced in its
jurisdiction of incorporation.(b)
    
    Subject to the Reservations, any judgment obtained in England in relation to a
Finance Document (other than an Aval) will be recognised and enforced in its
jurisdiction of incorporation.
 20.9
    
    Deduction of TaxAs at the date of this Agreement, it is not required to make any deduction for or on account
of Tax from any payment it may make (directly or indirectly) under any Finance Document to
the Finance Parties, provided that, in the case of the Company, the relevant Lenders are
Qualifying Lenders and each such Finance Party that is or becomes eligible under any
taxation treaty for a withholding tax exemption takes any action required to be taken under
the relevant laws or regulations to benefit from such withholding tax exemption.20.10
    
    No filing or stamp taxesUnder the laws of Italy in force at the date hereof, it is not necessary that this Agreement
or any of the Finance Documents be filed, recorded or enrolled with any court or other
authority in such jurisdiction or that any stamp, registration or similar tax be paid on or
in relation to this Agreement or the Finance Documents or the transactions contemplated by
the Finance Documents save for:
 (a)
    
    if this Agreement or a Finance Document is enforced in Italy either by way of a
direct court judgment or an exequatur of a judgment rendered outside Italy, the
following taxes may become payable:
 (i)
    
    a registration tax at a rate not exceeding 3 per cent. on any
amount awarded under the judgment; and(ii)
    
    a further registration tax at a rate of up to 3 per cent. on any
amount outstanding under this Agreement or a Finance Document if the judgment
refers to
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(enunciazione) this Agreement or such Finance Document provided that it is
entered into between the same parties to which the judgment is rendered and
this Agreement or such Finance Document has not been previously registered;
 (b)
    
    if this Agreement or any Finance Document is filed with any public body or any
court in connection with the performance of any administrative functions (caso duso)
in Italy, registration tax may become payable in relation to this Agreement or any
Finance Document which has not been previously registered, at a rate up to 3 per cent.
on the amount of the Facilities; and(c)
    
    if this Agreement or any Finance Document is filed with any public body or any
court in connection with the performance of any administrative functions (caso duso)
in Italy, stamp duties will become payable at a nominal rate (currently 14.62 per
4-paged sheet), in respect of any Finance Document.
 20.11
    
    No default
 (a)
    
    No Event of Default is continuing or might reasonably be expected to result
from the making of any Utilisation.(b)
    
    No other event or circumstance is outstanding which constitutes a default under
any other agreement and which would have a Material Adverse Effect.
 20.12
    
    Information Package and other information
 (a)
    
    All material factual information provided by it or any of its Controlled
Subsidiaries for the purposes of the Information Package was true (or, in the case of
information provided by any person other than the Company or its advisors, was true to
the best of its knowledge after due and careful enquiry) in all material respects as at
the date it was provided or as at the date (if any) at which it is stated.(b)
    
    All expressions of opinion or intention and all forecasts and projections
contained in the Information Package were arrived at after careful consideration, were
honestly made in good faith and were based on reasonable grounds, and the Information
Package as of its date did not omit to state any matter which would result in any
material information contained in the Information Package being misleading in any
material respect in the context of this Agreement.(c)
    
    All of the material, written factual information (other than the Information
Package) supplied by it or any of its Controlled Subsidiaries in connection with the
Transaction Documents and the matters contemplated therein was true, complete and
accurate in all material respects as at the date it was given and was not misleading in
any material respect on such date.
 20.13
    
    Accounts
 (a)
    
    Its Original Accounts were prepared, save as expressly disclosed in notes to or
accompanying those Original Accounts, in accordance with IAS (or in the case of the
International Borrower, generally accepted accounting principles and practices in
Luxembourg) consistently applied.(b)
    
    Its Original Accounts fairly represent as at the date to which the same were
prepared its financial condition and operations during the relevant Accounting Period.
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20.14
    
    No Material Adverse ChangeAs at the Signing Date (when compared to the date at which the Original Accounts were
prepared), there has been no material adverse change in the business, operations, property,
financial condition or performance of the Group taken as a whole.20.15
    
    Pari passu rankingIts payment obligations under the Finance Documents rank at least pari passuwith the claims
of all its other unsecured and unsubordinated creditors, except for obligations mandatorily
preferred by law applying to companies generally.20.16
    
    No proceedings pending or threatenedSave as disclosed in writing to the Mandated Lead Arrangers prior to the date of this
Agreement, no litigation or administrative proceedings (to the best of its knowledge,
information and belief) are pending or threatened in writing against it or any of its
Material Subsidiaries which are reasonably likely to be adversely determined and if so
determined are reasonably likely to have a Material Adverse Effect on the Group as a whole.20.17
    
    Environmental matters
 (a)
    
    It and each of its Material Subsidiaries have performed and observed all
applicable Environmental Laws and Environmental Permits in all material respects to an
extent and/or in a manner so as not to constitute a Material Adverse Effect.(b)
    
    No Environmental Claim has been commenced or (to the best of its knowledge and
belief) is threatened in writing against the Company or any of its Material
Subsidiaries where that claim is reasonably likely to be determined against a Borrower
or any of its Material Subsidiaries and if so determined is reasonably likely to have a
Material Adverse Effect.
 20.18
    
    TaxationIt has duly and punctually paid and discharged all Taxes, assessments and governmental
charges save where any delay with respect to such payment or discharge would not have a
Material Adverse Effect.20.19
    
    No Immunity
 (a)
    
    In any proceedings taken in its jurisdiction of incorporation in relation to
the Finance Documents, it will not be entitled to claim for itself or any of its assets
immunity from suit, execution, attachment or other legal process.(b)
    
    Its execution of the Finance Documents constitutes, and its exercise of its
rights and performance of its obligations under the Finance Documents will constitute,
private and commercial acts done and performed for private and commercial purposes.
 20.20
    
    US Margin RegulationsIt is not a United States person or a foreign person controlled by a United States
person (in each case as such phrases are defined in Regulation X (12C.F.R. Parts 224)
promulgated by the Board of Governors of the Federal Reserve System of the United States of
America) or acting on behalf of or
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in connection with United States persons in conjunction with obtaining the Facilities under
this Agreement.20.21
    
    RepetitionThe Repeating Representations are deemed to be made by each Borrower (by reference to the
facts and circumstances then existing) on the date of each Utilisation Request and (other
than in the case of Clause 20.20 (US Margin Regulations)) the first day of each Interest
Period.21.
    
    INFORMATION UNDERTAKINGSThe undertakings in this Clause 21 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.21.1
    
    AccountsThe Company shall supply or procure that there shall be supplied to the Agent in sufficient
copies for all the Lenders if the Agent so requests:
 (a)
    
    as soon as practicable, but in any event within 180 days after the end of each
annual Accounting Period, the Audited Accounts and the audited financial statements of
the International Borrower for that annual Accounting Period; and(b)
    
    as soon as practicable, but in any event within 150 days after the end of the
first half-year Accounting Period of each of its financial years, the Unaudited
Accounts for that half year Accounting Period.
 21.2
    
    Compliance Certificate
 (a)
    
    The Company shall supply to the Agent, with each set of financial statements
delivered pursuant to paragraph (a) or (b) of Clause 21.1 (Accounts), a Compliance
Certificate setting out (in reasonable detail) computations as to compliance with
Clause 22 (Financial Covenants) as at the date as at which those financial statements
were drawn up.(b)
    
    Each Compliance Certificate shall be signed by an Authorised Signatory of the
Company.
 21.3
    
    Requirements as to Accounts
 (a)
    
    The Company will ensure that each set of Accounts delivered pursuant to Clause
21.1 (Accounts) fairly present its (the International Borrowers or the Groups, as
applicable) financial condition (in the case of half-yearly accounts subject to
adjustments which fall to be made at the end of the financial year) as at the end of
and for the Accounting Period to which they relate.(b)
    
    The Company shall ensure that each set of its Accounts delivered pursuant to
Clause 21.1 (Accounts) is prepared using IAS, accounting practices and financial
reference periods consistent with those applied for the Original Accounts of the
Company, unless, in relation to any set of its Accounts, the Company is required by law
or prudent accounting practice to change the accounting format or basis upon which such
Accounts are prepared. In this case, unless such change is related to the first time
adoption of the IAS the Company shall notify the Agent of any such change and shall
procure that following publication of its Accounts, its Auditors (or, in the case of a
non-material change, the Company) deliver to the Agent:
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(i)
    
    a description of any change necessary for those Accounts to
reflect the IAS, accounting practices and reference periods upon which the
Original Accounts of the Company were prepared; and(ii)
    
    sufficient information, in form and substance as may reasonably
be required by the Agent, to enable the Lenders to determine whether Clause 22
(Financial Covenants) has been complied with and make an accurate comparison
between the financial position indicated in such revised Accounts and the
financial position indicated in the Original Accounts of the Company.
 Any reference in this Agreement to those Accounts shall be construed as a reference to those
financial statements as adjusted to reflect the basis upon which the Original Accounts of
the Company were prepared.21.4
    
    Information: miscellaneousThe Company shall supply to the Agent or procure that there shall be supplied to the Agent
(in sufficient copies for all the Lenders, if the Agent so requests):
 (a)
    
    all documents relating to the financial difficulties of a Borrower dispatched
by that Borrower to its creditors generally (in their capacity as creditors) at the
same time as they are dispatched or as soon as practicable thereafter;(b)
    
    promptly upon becoming aware of them, details of any current, threatened or
pending litigation, arbitration or administrative proceeding which is reasonably
expected to be adversely determined against it and if so determined would have a
Material Adverse Effect; and(c)
    
    promptly, such further information regarding the financial condition, business
and operations of any member of the Group as the Agent or any Lender acting through the
Agent may reasonably require (subject always to Clause 26 (Confidentiality)),
 provided that the Company shall not be obliged to disclose such information if it is unable
to do so because the relevant information is confidential, it is under a legal obligation
not to disclose such information, it has assumed such obligations on arms length terms in
the bona fide ordinary course of its day to day business and it provides a certificate
signed by an Authorised Signatory to that effect to the Agent.21.5
    
    Notification of defaultThe Company shall notify the Agent of any Default (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence.21.6
    
    Use of websites
 (a)
    
    The Company may satisfy its obligation under this Agreement to deliver any
information in relation to those Lenders (the Website Lenders) who accept this method
of communication by posting this information onto an electronic website designated by
the Company and the Agent (the Designated Website) if:
 (i)
    
    the Agent expressly agrees (after consultation with each of the
Lenders) that it will accept communication of the information by this method;
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(ii)
    
    both the Company and the Agent are aware of the address of and
any relevant password specifications for the Designated Website; and(iii)
    
    the information is in a format previously agreed between the
Company and the Agent.
 If any Lender (a Paper Form Lender) does not agree to the delivery of information
electronically then the Agent shall notify the Company accordingly and the Company
shall supply the information to the Agent (in sufficient copies for each Paper Form
Lender if the Agent so requests) in paper form. In any event the Company shall
supply the Agent with at least one copy in paper form of any information required to
be posted on the Designated Website.(b)
    
    The Agent shall supply each Website Lender with the address of and any relevant
password specifications for the Designated Website following designation of that
website by the Company and the Agent.(c)
    
    The Company shall promptly upon becoming aware of its occurrence notify the
Agent if:
 (i)
    
    the Designated Website cannot be accessed due to technical
failure;(ii)
    
    the password specifications for the Designated Website change;(iii)
    
    any new information which is required to be provided under this
Agreement is posted onto the Designated Website;(iv)
    
    any existing information which has been provided under this
Agreement and posted onto the Designated Website is amended; or(v)
    
    the Company becomes aware that the Designated Website or any
information posted onto the Designated Website is or has been infected by any
electronic virus or similar software.
 If the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above,
all information to be provided by the Company under this Agreement after the date of
that notice shall be supplied in paper form unless and until the Agent and each
Website Lender is satisfied that the circumstances giving rise to the notification
are no longer continuing.(d)
    
    Any Website Lender may request, through the Agent, one paper copy of any
information required to be provided under this Agreement which is posted onto the
Designated Website. The relevant Borrower shall comply with any such request within 10
Business Days.
 21.7
    
    Know your customer checks
 (a)
    
    Each Borrower shall (subject always to Clause 26 (Confidentiality)) promptly
upon the request of the Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself or
on behalf of any Lender) or any Lender (for itself or on behalf of any prospective New
Lender) in order for the Agent, such Lender or any prospective New Lender to carry out
and be satisfied with the results of all necessary know your customer or other checks
in relation to any person that it is required to carry out pursuant to the transactions
contemplated in the Finance Documents.
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(b)
    
    Each Lender shall promptly upon the request of the Agent supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself) in order for the Agent to carry out and be satisfied with the
results of all necessary know your customer or other checks in relation to any person
that it is required to carry out pursuant to the transactions contemplated in the
Finance Documents.
 22.
    
    FINANCIAL COVENANTS22.1
    
    DefinitionsIn this Clause:Consolidated Cash and Cash Equivalentsmeans, at any time:
 (a)
    
    cash in hand or on deposit with any acceptable bank;(b)
    
    certificates of deposit, maturing within one year after the relevant date of
calculation, issued by an acceptable bank;(c)
    
    any investment in marketable obligations issued or guaranteed by the government
of the United States of America, the United Kingdom or any Participating Member State
or by an instrumentality or agency of any of them having an equivalent credit rating
which:
 (i)
    
    matures within one year after the date of the relevant
calculation; and(ii)
    
    is not convertible to any other security;
 (d)
    
    open market commercial paper not convertible to any other security:
 (i)
    
    for which a recognised trading market exists;(ii)
    
    issued in the United States of America, the United Kingdom or any
Participating Member State country;(iii)
    
    which matures within one year after the relevant date of
calculation; and(iv)
    
    which has a credit rating of either A-1 by S&P or Fitch or P-1 by
Moodys, or, if no rating is available in respect of the commercial paper, the
issuer of which has, in respect of its long-term unsecured and non-credit
enhanced debt obligations, an equivalent rating;
 (e)
    
    investments accessible within 30 days in money market funds which:
 (i)
    
    have a credit rating of either A-1 or higher by S&P or Fitch or
P-1 or higher by Moodys; and(ii)
    
    invest substantially all their assets in securities of the types
described in paragraphs (b) to (d) above; or
 (f)
    
    any other debt, security or investment approved by the Majority Lenders,
 in each case, to which any member of the Group is beneficially entitled at that time and
which is capable of being applied against Consolidated Total Borrowings. For this purpose
an acceptable
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bankis a commercial bank or trust company which has a rating of A or higher by S&P or Fitch
or A2 or higher by Moodys or a comparable rating from a nationally recognised credit rating
agency for its long-term unsecured and non-credit enhanced debt obligations or has been
approved by the Majority Lenders.Consolidated EBITDAmeans the consolidated net pre-taxation profits of the Group for a
Measurement Period:
 (a)
    
    including the net pre-taxation profits of a member of the Group or business or
assets acquired during that Measurement Period for the part of that Measurement Period
when it was not a member of the Group and/or the business or assets were not owned by a
member of the Group; but(b)
    
    excluding the net pre-taxation profits attributable to any member of the Group
or to any business or assets sold during that Measurement Period,
 and all as adjusted by:
 (i)
    
    adding back Consolidated Net Interest Payable;(ii)
    
    taking no account of any extraordinary item (or any exceptional items which
fall within paragraph 20 of FRS3); and(iii)
    
    adding back depreciation and amortisation,
 and taking no account of income or expense from investments accounted for under the equity
method.Consolidated Interest Payablemeans all cash interest and other cash financing charges
(whether, in each case, paid or payable) incurred by the Group during a Measurement Period.Consolidated Interest Receivablemeans all cash interest and other cash financing charges
received or receivable by the Group during a Measurement Period.Consolidated Net Interest Payablemeans Consolidated Interest Payable less Consolidated
Interest Receivable during the relevant Measurement Period.Consolidated Total Borrowingsmeans, in respect of the Group, at any time the aggregate of
all Financial Indebtedness of the Group (other than owed to another member of the Group )
calculated at the nominal amount or such other amount at which the Financial Indebtedness
would be carried in a consolidated balance sheet of the Company drawn up at that time.Consolidated Total Net Borrowingsmeans at any time Consolidated Total Borrowings less
Consolidated Cash and Cash Equivalents.Measurement Periodmeans each period of 12 months ending on the last day of a financial year
or a financial half-year of the Company.22.2
    
    Interpretation
 (a)
    
    Except as provided to the contrary in this Agreement, an accounting term used
in this Clause is to be construed in accordance with the principles applied in
connection with the Original Accounts of the Company.
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(b)
    
    Any amount in a currency other than Euro is to be taken into account at its
Euro equivalent calculated on the basis of:
 (i)
    
    the Agents spot rate of exchange for the purchase of the
relevant currency in the London foreign exchange market with Euro at or about
11:00 a.m. on the day the relevant amount falls to be calculated; or(ii)
    
    if the amount is to be calculated on the last day of a financial
period of the Company, the relevant rates of exchange used by the Company in, or
in connection with, its financial statements for that period.
 (c)
    
    No item must be credited or deducted more than once in any calculation under
this Clause.(d)
    
    If any restrictions are imposed on the ability of the Company or its
Subsidiaries to vote any shares in any member of the Target Group pursuant to any
competition law or regulation in connection with the Offer (or are agreed to by the
Company or any of its Subsidiaries in order to obtain competition clearance for the
Offer), the relevant member of the Target Group will be deemed to be a member of the
Group for the purposes of this Clause 22 if it would be a member of the Group if the
relevant restrictions did not exist.
 22.3
    
    GearingThe Company must ensure that Consolidated Total Net Borrowings do not, at the end of any
Measurement Period, exceed 6 times Consolidated EBITDA for that Measurement Period.23.
    
    GENERAL UNDERTAKINGSThe undertakings in this Clause 23 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.23.1
    
    AuthorisationsEach Borrower shall (and the Company shall ensure that each of its Material Subsidiaries
shall) obtain or cause to be obtained all Authorisations material in the context of its
business where failure to do so would have a Material Adverse Effect.23.2
    
    Compliance with lawsEach Borrower shall (and the Company shall ensure that each of its Material Subsidiaries
shall) comply with all relevant laws and regulations where failure to do so would have a
Material Adverse Effect.23.3
    
    Claims Pari PassuEach Borrower shall ensure that at all times its payment obligations under the Finance
Documents rank at least pari passuwith the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law applying to
companies generally.23.4
    
    Loans and GuaranteesSave for Permitted Loans and Guarantees, no Borrower shall, and the Company shall procure
that none of its Material Subsidiaries shall, make any loans or give any guarantee or
financial
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accommodation to or for the benefit of any person (including, without limitation, any member
of the Group).23.5
    
    Negative pledgeEach Borrower shall, and the Company shall ensure that none of its Material Subsidiaries
shall, create or permit to subsist any Encumbrance in respect of Financial Indebtedness on
the whole or any part of its present or future business, assets or undertaking except for
any Permitted Encumbrance.23.6
    
    DisposalsNo Borrower shall, and the Company shall ensure that none of its Controlled Subsidiaries
will, either in a single transaction or in a series of transactions, whether related or not,
and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all
or any material part of its assets or undertaking to any person other than Permitted
Disposals.23.7
    
    Change of businessThe Company shall ensure that no substantial change is made to the general nature of the
business of the Group from that carried on at the date of this Agreement (including for
these purposes, any business carried on at the date of this Agreement by the Target Group)
except for any changes in business that are a result of any Permitted Disposal.23.8
    
    InsuranceThe Company shall, and shall ensure that each of its Material Subsidiaries shall, maintain
insurances of a type and at a level usually maintained by similar businesses with reputable
underwriters or insurance companies.23.9
    
    Environmental ComplianceEach Borrower shall, and the Company shall ensure that each of its Material Subsidiaries
will, comply in all material respects with all applicable Environmental Laws and obtain any
requisite Environmental Permits applicable to it save where failure to obtain those
Environmental Permits or failure to comply with those Environmental Laws would not have, or
would not be reasonably likely to have, a Material Adverse Effect.23.10
    
    Environmental ClaimsThe Company shall inform the Agent in writing as soon as reasonably practicable upon
becoming aware of any material claim, notice or other communication served on it or any
Material Subsidiary in respect of any alleged breach under any Environmental Law where such
Environmental Claim would be reasonably likely, if determined against that member of the
Group, to have a Material Adverse Effect.23.11
    
    Treasury TransactionNo Borrower will, and the Company will procure that none of its Material Subsidiaries will,
enter into any treasury transactions including derivatives or other trades, (whether over
the counter or exchange traded) other than transactions entered into and considered by that
Borrower or that Material Subsidiary (acting reasonably) to be necessary or desirable in the
ordinary course of, and consistent with the prudent management of, its business.
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23.12
    
    TaxationEach Borrower shall, and the Company shall ensure that each of its Material Subsidiaries
will, pay or contest all Taxes in a timely manner and so as not to incur any further Tax
liabilities where failure to do so would, in each case, have a Material Adverse Effect.23.13
    
    Subsidiary Financial IndebtednessThe Company shall ensure that the net aggregate amount of Financial Indebtedness (other than
Permitted Subsidiary Financial Indebtedness) of the Controlled Subsidiaries of the Company
shall not exceed an amount equal to 20 per cent. of the Gross Total Assets of the Group.23.14
    
    Conduct of Offer
 (a)
    
    The Company shall:
 (i)
    
    keep the Agent and Mandated Lead Arrangers informed in all
material respects as to the status and progress of the Offer, except to the
extent prevented from doing so by applicable law or regulation; and(ii)
    
    comply in all material respects with the Offer Documents and in
all material respects with any applicable laws or regulations relevant in the
context of the Offer including, but not limited to, the Law 24/1998 of July 28
on the Securities Market (as amended) as developed by Spanish Royal Decree
1197/1991 (dated 26 July 1991) on Public Tender Offers (as amended from time to
time).
 (b)
    
    Unless required by law or regulation, the Company agrees that no announcements
regarding any Finance Party or the Facilities will be made without the prior written
consent of the Mandated Lead Arrangers (not to be unreasonably withheld or delayed).
Any other announcement to be made during the conduct of the Offer by Bidco or any
member of the Group will be communicated in advance, to the extent practicable, to the
Mandated Lead Arrangers.(c)
    
    The Company shall procure that the Prospectus and the Significant Fact Sheet
are filed with CNMV in the form agreed with the Agent (or otherwise permitted pursuant
to the operation of Clause 4.1(b) (Initial conditions precedent)) before the Signing
Date.(d)
    
    The Company shall not (and shall procure that Bidco shall not) make any
amendment to or give any waiver to any term or condition of any Offer Document, or make
any Improved Offer, that would result in an increase to the price offered by the
Company (or, as the case may be, Bidco) for any Target Share the subject of the Offer
unless it has available to it sufficient funds to finance full acceptance of the
portion of the Offer for which it (or, as the case may be, Bidco) is responsible at the
increased price.(e)
    
    The Company shall not (and shall procure that Bidco shall not) without the
prior consent of the Majority Lenders (who shall respond to any request for consent
without undue delay):
 (i)
    
    make or agree to any amendment to or give or agree to any waiver
to any term or condition of the Offer Documents that would result in a reduction
in the minimum tender acceptance conditions contained in the Offer Documents
below 50 per cent. of the Targets issued share capital (calculated on the basis
described in the Offer Documents and including (A) Target Shares tendered in the
Offer (B) shares in the Target held by members of the Group and the JV Partner before the Signing
Date
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and (C) shares in the Target acquired by physical settlement of equity
derivatives contracts entered into by the Company (or Bidco, as the case may
be) prior to the Signing Date) plus one Target Share; or(ii)
    
    waive or amend (or agree to a waiver or amendment of) the
condition of the Offer that a general meeting of the shareholders of Target is
held resolving to amend Articles 32, 37, 38 and 42 of the by-laws of Target
before the date on which the acceptance period for the Offer ends in order to
remove the limitation to the votes that each shareholder of Target may cast at a
general shareholders meeting of Target.
 (f)
    
    The Company shall supply a conformed copy of each Offer Document which is not
signed on the Signing Date promptly following signature of the same.(g)
    
    The day after the Settlement Date or the date after the Offer lapses for any
reason the Company (or Bidco, as applicable) shall issue a request to the CNMV that
each Aval is released to the relevant Issuing Entity.(h)
    
    If the Company receives an Aval from the CNMV it will deliver the relevant Aval
to the Agent or relevant Issuing Entity as soon as possible.
 23.15
    
    Anti-trust and regulatory clearancesThe Company shall take all reasonable commercial steps to obtain all requisite competition,
governmental and regulatory anti-trust clearances and approvals and any other regulatory
approvals (including approval from the Spanish National Energy Commission and the approval
of the Spanish Council of Ministers or any other applicable regulatory authority required to
allow the Company and its Subsidiaries to fully exercise their voting rights in respect of
any Target Shares) required in connection with, or as a result of, the Acquisition and shall
promptly provide copies thereof to the Agent.23.16
    
    US Margin RegulationsNo Borrower will, directly or indirectly, use the proceeds of any Facility to purchase or
carry Target Shares or any other margin stock or margin security (as those terms are defined
in Regulation U and T, respectively, referred to below), to refinance or replace
indebtedness originally incurred for such purpose, or for any other purpose, in violation of
Regulation T, U or X (12 C.F.R. Parts 220, 221 and 224, respectively) promulgated by the
Board of Governors of the Federal Reserve System of the United States of America.23.17
    
    Co-operation Agreement and E.On AgreementThe Company will not (and will procure that none of its Subsidiaries) amend or waive any
term of the Co-operation Agreement or the E.On Agreement in a manner or to an extent which
would materially and adversely prejudice the interests of the Finance Parties under the
Finance Documents. For the avoidance of doubt, any amendment to the Co-operation Agreement
which is required in order to effect the terms of the E.On Agreement shall be permitted.24.
    
    EVENTS OF DEFAULTEach of the events or circumstances set out in Clause 24 is an Event of Default.
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24.1
    
    Non-paymentA Borrower does not pay on the due date any amount payable by it pursuant to a Finance
Document at the place and in the currency in which it is expressed to be payable unless:
 (a)
    
    its failure to pay is caused by administrative or technical error; and(b)
    
    the relevant amount is paid within seven Business Days of its due date.
 24.2
    
    Other obligations
 (a)
    
    The Company does not comply with any provision of Clause 22 (Financial
Covenants).(b)
    
    A Borrower does not comply with any provision of the Finance Documents (other
than a provision referred to in Clause 24.1 (Non-payment) or in paragraph (a) above).(c)
    
    No Event of Default under paragraph (b) above will occur if the failure to
comply is capable of remedy and is remedied within 30 days of the earlier of the Agent
giving written notice to the relevant Borrower or that Borrower becoming aware of the
failure to comply.
 24.3
    
    Misrepresentation
 (a)
    
    Any representation or statement made or deemed to be made by a Borrower in the
Finance Documents or any other document delivered by or on behalf of a Borrower under
or in connection with any Finance Document is incorrect in any material respect when
made or deemed to be made by reference to the facts and circumstances then subsisting.(b)
    
    No Event of Default under paragraph (a) above will occur if the circumstances
giving rise to the incorrect or misleading statement are capable of remedy and are
remedied within 30 days of the earlier of the Agent giving written notice to the
relevant Borrower or that Borrower becoming aware of the materially incorrect nature of
the statement.
 24.4
    
    Cross default
 (a)
    
    Any Financial Indebtedness of the Company, any of its Material Subsidiaries,
the Target or JV Co is not paid when due nor within any originally applicable grace
period.(b)
    
    Any Financial Indebtedness of the Company, any of its Material Subsidiaries,
the Target or JV Co is declared to be or otherwise becomes due and payable prior to its
specified maturity as a result of an event of default (however described).(c)
    
    Any creditor of the Company, any of its Material Subsidiaries or JV Co becomes
entitled to declare any Financial Indebtedness of the Company, any of its Material
Subsidiaries or JV Co due and payable prior to its specified maturity as a result of an
event of default (however described).(d)
    
    No Event of Default will occur under this Clause 24.4 if:
 (i)
    
    in the case of the Company, any of its Material Subsidiaries or
JV Co, the aggregate amount of Financial Indebtedness falling within paragraphs
(a) to (c) above is less than Euro 100,000,000 (or its equivalent in any other
currency or currencies); or(ii)
    
    in the case of Target:
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(A)
    
    the aggregate amount of Financial Indebtedness
falling within paragraphs (a) and (b) above is less than Euro
250,000,000 (or its equivalent in any other currency or currencies);(B)
    
    such Financial Indebtedness is paid within a
period of 90 days after the Company becomes aware of it becoming due and
payable in the circumstances contemplated in paragraph (a) or (b) above;(C)
    
    the relevant creditor withdraws any declaration
of acceleration or such declaration of acceleration otherwise lapses or
ceases to be effective, in each case, within 90 days of the Company
becoming aware of such acceleration; or(D)
    
    such Financial Indebtedness has been declared due
and payable as a result of frivolous or vexatious action by the creditor
concerned and the Target is contesting such declaration in good faith,
 and for the avoidance of doubt, paragraphs (B) to (D) (inclusive) above apply
irrespective of whether or not the relevant Financial Indebtedness exceeds
the threshold referred to in paragraph (A) above.
 24.5
    
    Insolvency
 (a)
    
    The Company, any of its Material Subsidiaries, the Target or the JV Co is
unable or admits in writing its inability to pay its debts as they fall due, suspends
making payments on any class of its debts or, by reason of actual financial
difficulties, commences negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness.(b)
    
    A moratorium is declared in respect of any indebtedness of the Company, any of
its Material Subsidiaries, the Target or the JV Co.
 24.6
    
    Insolvency proceedingsAny corporate action, legal proceedings or other formal procedure or formal step is taken in
relation to:
 (a)
    
    the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement, scheme
of arrangement or otherwise), or with a view to the appointment of an administrator,
receiver, administrative receiver, trustee in bankruptcy or similar officer in relation
to the Company, any of its Material Subsidiaries, the Target or the JV Co or any of
their respective assets or submission to an Amministrazione Straordinaria,
Fallimento or Concordato Preventivo proceeding of the Company, any of its Material
Subsidiary, the Target or the JV Co other than a solvent liquidation or reorganisation
of any Material Subsidiary of the Company (other than the International Borrower)
(notice of which has been give to the Agent). Any such procedure may be a court
procedure or any other step which under applicable law is a possible means of achieving
any of those results;(b)
    
    a composition, or similar arrangement, involving the Company, any of its
Material Subsidiaries, the Target or the JV Co and any of their respective creditors;
or
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(c)
    
    the appointment of a liquidator (other than in respect of a solvent liquidation
of a Material Subsidiary of the Company which is not the International Borrower),
receiver, administrative receiver, administrator, compulsory manager or other similar
officer in respect of the Company, any of its Material Subsidiaries, the Target or the
JV Co or any of their respective assets,
 or any analogous procedure or step is taken in any jurisdiction unless (in any such case)
any Agreed Exception applies.24.7
    
    Creditors ProcessAny execution or distress is levied against, or an encumbrance takes possession of, the
whole or any material part of, the property, undertaking or assets of the Company or any of
its Material Subsidiaries having an aggregate value in excess of Euro 100,000,000 or any
event occurs which under the laws of any jurisdiction has a similar or analogous effect
unless (in any such case) any Agreed Exception applies.24.8
    
    Cessation of BusinessThe Company or any of its Material Subsidiaries ceases, or threatens to cease, to carry on
all or a substantial part of its business (save as a result of transfer of relevant assets
to the Company or any of its Material Subsidiaries where permitted by the Finance Documents
or as a result of any Permitted Disposal).24.9
    
    UnlawfulnessIt is unlawful for a Borrower to perform any of its material obligations under the Finance
Documents.24.10
    
    RepudiationA Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance
Document.24.11
    
    Governmental Intervention and NationalisationThe Company or any of its Material Subsidiaries is nationalised or a compulsory acquisition
or expropriation of the Company or any of its Material Subsidiaries or any material part of
its assets or revenues is made by any relevant government or any successor thereto or any
government of any political or geographical sub-division thereof.24.12
    
    Proceedings and judgments
 (a)
    
    Any litigation, or administrative, proceedings are commenced or threatened in
writing against the Company or any Material Subsidiary which are reasonably likely to
be adversely determined and, if so determined, would be reasonably likely to have a
Material Adverse Effect.(b)
    
    The Company or any of its Material Subsidiaries fails to comply with or pay any
sum due from it under any final judgment or any non-appealable order of any court of
competent jurisdiction within 30 Business Days of receipt of notice from such court
provided that the sums in relation thereto exceed Euro 100,000,000 (or its equivalent
in any other currency) in aggregate at any time.
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24.13
    
    Ownership of International BorrowerThe International Borrower is not or ceases to be a direct or indirect wholly owned
Subsidiary of the Company.24.14
    
    Material Adverse EffectAny event or series of events occurs which has a Material Adverse Effect.24.15
    
    AccelerationSubject to Clauses 4.4 (Certain Funds) and 24.16 (Clean-Up Period), upon the occurrence of
an Event of Default (and for the avoidance of doubt, after the expiry of any applicable
grace period), which is continuing, the Agent may, and shall if so directed by the Majority
Lenders, by notice to the Borrowers:
 (a)
    
    cancel the Total Commitments whereupon they shall immediately be cancelled;
and/or(b)
    
    declare that all or part of the Advances, together with accrued interest on
those, and all other amounts accrued or outstanding under the Finance Documents be
immediately due and payable, whereupon they shall become immediately due and payable;
and/or(c)
    
    declare that all or part of the Advances be payable on demand, whereupon they
shall immediately become payable on demand by the Agent on the instructions of the
Majority Lenders; and/or(d)
    
    declare that full cash cover in respect of each Aval is immediately due and
payable, whereupon such cash cover shall become immediately due and payable.
 24.16
    
    Clean-Up PeriodIf during the Clean-Up Period a matter or circumstance exists in respect of the Target
and/or any member of the Target Group which would constitute (a) a breach of any
representation or warranty made in Clause 20 (Representations), or (b) a breach of any
covenant set out in Clause 23 (General Undertakings) or (c) a Default, such matter or
circumstance will not constitute a Default until after the last day of the Clean-Up Period,
provided thatreasonable steps are being taken to cure such matter or circumstance
(following the Company becoming aware of the same), unless such matter or circumstance (i)
could reasonably be expected to have a Material Adverse Effect, (ii) has been procured by,
or approved by, the Company or (iii) is not capable of being cured.
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SECTION 10
 CHANGES TO PARTIES
 25.
    
    CHANGES TO THE LENDERS25.1
    
    Assignments and transfers by the LendersSubject to this Clause 25, a Lender (the Existing Lender) may:
 (a)
    
    assign any of its rights; or(b)
    
    transfer by novation any of its rights and obligations,
 under a Facility to any other bank or financial institution or to a trust or fund or other
person which is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the New Lender) provided that the
amount transferred or assigned is for a minimum of Euro 5,000,000 or, if less, all of that
Existing Lenders Commitment.25.2
    
    Conditions of Assignment or Transfer
 (a)
    
    Subject to (b) below, the consent of the relevant Borrower is required for an
assignment or transfer by an Existing Lender, unless:
 (i)
    
    the assignment or transfer is to another Lender or an Affiliate
of a Lender; or(ii)
    
    an Event of Default has occurred and is continuing.
 (b)
    
    The consent of the relevant Borrower to an assignment or transfer must not be
unreasonably withheld or delayed. The relevant Borrower will be deemed to have given
its consent 10 Business Days after the Existing Lender, or Lender acting through its
previous Facility Office, has requested it unless consent is expressly refused by the
relevant Borrower within that time.(c)
    
    Prior to the earlier of the Final Release Date and the Aval Cash
Collateralisation Date, the consent of the Issuing Entities is required for any
assignment or transfer by an Existing Lender.(d)
    
    No Lender may make any assignment or transfer of any interest or rights in
respect of a Facility or any Commitment to any person to the extent such assignment or
transfer would violate Regulation T or U (12 C.F.R. Parts 220 and 221, respectively)
promulgated by the Board of Governors of the Federal Reserve System of the United
States of America or result in any previous Utilisation being in violation of such
regulations.(e)
    
    An assignment will only be effective on:
 (i)
    
    receipt by the Agent of written confirmation from the New Lender
(in form and substance satisfactory to the Agent) that the New Lender will
undertake to be bound by the terms of this Agreement and the other Finance
Documents as it would have been under if it was an Original Lender; and
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(ii)
    
    performance by the Agent of all know your customer or other
checks relating to any person that it is required to carry out in relation to
such assignment to a New Lender, the completion of which the Agent shall
promptly notify to the Existing Lender and the New Lender.
 (f)
    
    A transfer will only be effective if the procedure set out in Clause 25.5
(Procedure for transfer) is complied with.(g)
    
    If:
 (i)
    
    a Lender assigns or transfers any of its rights or obligations
under the Finance Documents or changes its Facility Office; and(ii)
    
    as a result of circumstances existing at the date the assignment,
transfer or change occurs, a Borrower would be obliged to make a payment to the
New Lender or Lender acting through its new Facility Office under Clause 14 (Tax
Gross-Up and Indemnities) or Clause 15 (Increased Costs), or Clause 18 (Costs
and Expenses),
 then the New Lender or Lender acting through its new Facility Office is only entitled
to receive from the relevant Borrower payment under those Clauses to the same extent
as the Existing Lender or Lender acting through its previous Facility Office would
have been if the assignment, transfer or change had not occurred, provided that the
consent of the relevant Borrower is required in any event for a change in Facility
Office that would give rise to a Tax Deduction, such consent not to be unreasonably
withheld or delayed.25.3
    
    Assignment or transfer fee
 (a)
    
    The New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of Euro 1,500.(b)
    
    No Borrower shall be responsible for any cost, tax or expense arising from any
assignment or transfer or sub-participation of any kind (at the time of the transfer or
assignment or subparticipation only), save to the extent contemplated by Clause 25.2(g)
(Conditions of Assignment or Transfer).
 25.4
    
    Limitation of responsibility of Existing Lenders
 (a)
    
    Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
 (i)
    
    the legality, validity, effectiveness, adequacy or enforceability
of the Finance Documents or any other documents;(ii)
    
    the financial condition of any Borrower;(iii)
    
    the performance and observance by each Borrower of its
obligations under the Finance Documents or any other documents; or(iv)
    
    the accuracy of any statements (whether written or oral) made in
or in connection with any Finance Document or any other document,
 and any representations or warranties implied by law are excluded.
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(b)
    
    Each New Lender confirms to the Existing Lender and the other Finance Parties
that it:
 (i)
    
    has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Borrower and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document; and(ii)
    
    will continue to make its own independent appraisal of the
creditworthiness of each Borrower and its related entities whilst any amount is
or may be outstanding under the Finance Documents or any Commitment is in force.
 (c)
    
    Nothing in any Finance Document obliges an Existing Lender to:
 (i)
    
    accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause 25; or(ii)
    
    support any losses directly or indirectly incurred by the New
Lender by reason of the non-performance by a Borrower of its obligations under
the Finance Documents or otherwise.
 25.5
    
    Procedure for transfer
 (a)
    
    Subject to the conditions set out in Clause 25.2 (Conditions of Assignment or
Transfer) a transfer is effected in accordance with paragraph (c) below when the Agent
executes an otherwise duly completed Transfer Certificate delivered to it by the
Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below,
as soon as reasonably practicable after receipt by it of a duly completed Transfer
Certificate appearing on its face to comply with the terms of this Agreement and
delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate.(b)
    
    The Agent shall only be obliged to execute a Transfer Certificate delivered to
it by the Existing Lender and the New Lender upon its completion of all know your
customer or other checks relating to any person that it is required to carry out in
relation to the transfer to such New Lender.(c)
    
    On the Transfer Date:
 (i)
    
    to the extent that in the Transfer Certificate the Existing
Lender seeks to transfer by novation its rights and obligations under the
Finance Documents each Borrower and the Existing Lender shall be released from
further obligations towards one another under the Finance Documents and their
respective rights against one another under the Finance Documents shall be
cancelled (being the Discharged Rights and Obligations);(ii)
    
    each Borrower and the New Lender shall assume obligations towards
one another and/or acquire rights against one another which differ from the
Discharged Rights and Obligations only insofar as each Borrower and the New
Lender have assumed and/or acquired the same in place of the Borrowers and the
Existing Lender;(iii)
    
    the Agent, the Bookrunners, the Mandated Lead Arrangers, the
Issuing Entities, the New Lender and other Lenders shall acquire the same rights
and assume the same obligations between themselves as they would have acquired
and assumed had the
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New Lender been an Original Lender with the rights and/or obligations
acquired or assumed by it as a result of the transfer and to that extent the
Agent, the Bookrunners, the Mandated Lead Arrangers, the Issuing Entities,
and the Existing Lender shall each be released from further obligations to
each other under the Finance Documents; and(iv)
    
    the New Lender shall become a Party as a Lender.
 25.6
    
    Copy of Transfer Certificate to the relevant BorrowerThe Agent shall, within a reasonable period after it has executed a Transfer Certificate,
send to the relevant Borrower a copy of that Transfer Certificate.
 25.7
    
    Affiliates of Lenders
 (a)
    
    Each Lender may fulfil its obligations in respect of any Utilisation through an
Affiliate if:
 (i)
    
    the relevant Affiliate is a party to this Agreement as a Lender
or becomes a Lender by means of a Transfer Certificate in accordance with this
Agreement; and(ii)
    
    the Utilisations in which that Affiliate will participate are
specified in this Agreement or in a notice given by that Lender to the Agent and
the Borrowers.
 In this event, the Lender and the Affiliate will participate in those Utilisations in
the manner provided for in subparagraph (ii) above.(b)
    
    If paragraph (a) applies, the Lender and its Affiliate will be treated as
having a single Commitment and a single vote, but, for all other purposes, will be
treated as separate Lenders.
 26.
    
    CONFIDENTIALITYEach Finance Party hereby severally undertakes to the Borrowers that it will keep
confidential and that it will not make use of for any purposes (otherwise than for the
purposes of the Finance Documents) any of the Finance Documents or other documents relating
to this Agreement and all of the information distributed on behalf of the Borrowers or
contained in, received under or obtained in the course of discussions (together with any
analyses and other documents which the relevant Finance Party has prepared or have been
prepared on its behalf) relating to the Information Package and/or any such documents, other
than any such document or information which has become generally available to the public
otherwise than by disclosure by any Finance Party or any of the persons described in
paragraph (c) below, provided thateach Finance Party shall be entitled to make disclosure
of the same:
 (a)
    
    to any of its Affiliates or any person to whom it is proposing to enter into,
or has entered into, any kind of assignment, transfer, substitution, participation or
other similar arrangement by reference to this Agreement, provided thatsuch
information is disclosed only to such person if and to the extent necessary for his
activities and each such person will be informed of the confidential nature of the
information and the provisions of this Agreement;(b)
    
    to its auditors, accountants, legal counsel and tax advisers appointed and to
any other professional advisers appointed to act in connection with the preparation or
administration of the Finance Documents or the enforcement of, or realisation of any
security provided under,
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any of the Finance Documents, provided thatsuch information is disclosed only to
such person if and to the extent necessary for his activities and each such person
will be informed of the confidential nature of the information and the provisions of
this Agreement;(c)
    
    to any other third party where the Borrowers have previously agreed in writing
that disclosure may be made to that third party;(d)
    
    to any banking or other regulatory or examining authorities (whether
governmental or otherwise) where such disclosure is requested by them and with whose
requests that Finance Party has to comply (or with whose requests banks in the relevant
jurisdiction are accustomed to complying);(e)
    
    to any rating agency;(f)
    
    pursuant to subpoena or other legal process, or in connection with any action,
suit or proceeding relating to any of the Finance Documents; and(g)
    
    pursuant to any law or regulation having the force of law.
 The provisions of this Clause 26 shall supersede any undertakings with respect to
confidentiality previously provided by any Finance Party to the Borrowers.27.
    
    CHANGES TO THE BORROWERSNo Borrower may assign any of its rights or transfer any of its rights or obligations under
the Finance Documents (other than for the avoidance of doubt as a result of the operation of
Clause 2.3 (Re-tranching)).
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SECTION 11
 THE FINANCE PARTIES
 28.
    
    ROLE OF THE AGENT, THE BOOKRUNNERS AND THE MANDATED LEAD ARRANGERS28.1
    
    Appointment of the Agent
 (a)
    
    Each other Finance Party appoints the Agent to act as its agent under and in
connection with the Finance Documents.(b)
    
    Each other Finance Party authorises the Agent to exercise the rights, powers,
authorities and discretions specifically given to the Agent under or in connection with
the Finance Documents together with any other incidental rights, powers, authorities
and discretions.
 28.2
    
    Duties of the Agent
 (a)
    
    The Agent shall promptly forward to a Party the original or a copy of any
document which is delivered to the Agent for that Party by any other Party.(b)
    
    Except where a Finance Document specifically provides otherwise, the Agent is
not obliged to review or check the adequacy, accuracy or completeness of any document
it forwards to another Party.(c)
    
    If the Agent receives notice from a Party referring to this Agreement,
describing a Default and stating that the circumstance described is a Default, it shall
promptly notify the other Finance Parties.(d)
    
    If the Agent is aware of the non-payment of any principal, interest, commitment
fee or other fee payable to a Finance Party (other than the Agent or the Mandated Lead
Arrangers) under this Agreement it shall promptly notify the other Finance Parties.(e)
    
    The Agents duties under the Finance Documents are solely mechanical and
administrative in nature.
 28.3
    
    Role of the Mandated Lead Arrangers and Bookrunners
 Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers and
the Bookrunners have no obligations of any kind to any other Party under or in connection
with any Finance Document.28.4
    
    No fiduciary duties
 (a)
    
    Nothing in this Agreement constitutes the Agent, the Mandated Lead Arrangers or
the Bookrunners as a trustee or fiduciary of any other person.(b)
    
    Neither the Agent, the Bookrunners nor the Mandated Lead Arrangers shall be
bound to account to any other Finance Party for any sum or the profit element of any
sum received by them for its own account.
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28.5
    
    Business with the GroupThe Agent, the Mandated Lead Arrangers and the Bookrunners may accept deposits from, lend
money to and generally engage in any kind of banking or other business with any member of
the Group.28.6
    
    Rights and discretions of the Agent
 (a)
    
    The Agent may rely on:
 (i)
    
    any representation, notice or document believed by it to be genuine, correct
and appropriately authorised; and
 (ii)
    
    any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed to
be within his knowledge or within his power to verify.
 (b)
    
    The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:
 (i)
    
    no Default has occurred (unless it has actual knowledge of a
Default arising under Clause 24.1 (Non-payment)); and(ii)
    
    any right, power, authority or discretion vested in any Party or
the Majority Lenders has not been exercised.
 (c)
    
    The Agent may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.(d)
    
    The Agent may act in relation to the Finance Documents through its personnel
and agents.(e)
    
    The Agent may disclose to any other Party any information it reasonably
believes it has received as agent under this Agreement.(f)
    
    Notwithstanding any other provision of any Finance Document to the contrary,
neither the Agent nor the Mandated Lead Arrangers are obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of any law
or regulation or a breach of a fiduciary duty or duty of confidentiality.
 28.7
    
    Majority Lenders instructions
 (a)
    
    Unless a contrary indication appears in a Finance Document, the Agent shall (i)
exercise any right, power, authority or discretion vested in it as Agent in accordance
with any instructions given to it by the Majority Lenders (or, if so instructed by the
Majority Lenders, refrain from exercising any right, power, authority or discretion
vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or
refrains from taking any action) in accordance with an instruction of the Majority
Lenders.(b)
    
    Unless a contrary indication appears in a Finance Document, any instructions
given by the Majority Lenders will be binding on all the Finance Parties.(c)
    
    The Agent may refrain from acting in accordance with the instructions of the
Majority Lenders (or, if appropriate, the Lenders) until it has received such security
as it may require
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for any cost, loss or liability (together with any associated VAT) which it may incur
in complying with the instructions.(d)
    
    In the absence of instructions from the Majority Lenders, (or, if appropriate,
the Lenders) the Agent may act (or refrain from taking action) as it considers to be in
the best interest of the Lenders.(e)
    
    The Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lenders consent) in any legal or arbitration proceedings relating to
any Finance Document.
 28.8
    
    Responsibility for documentationNeither the Agent nor the Mandated Lead Arrangers:
 (a)
    
    are responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, the Mandated Lead
Arrangers, any Borrower or any other person given in or in connection with any Finance
Document or the Information Package; or(b)
    
    are responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or any other agreement, arrangement or document
entered into, made or executed in anticipation of or in connection with any Finance
Document.
 28.9
    
    Exclusion of liability
 (a)
    
    Without limiting paragraph (b) below, the Agent will not be liable for any
action taken by it under or in connection with any Finance Document, unless directly
caused by its negligence or wilful misconduct.(b)
    
    No Party (other than the Agent) may take any proceedings against any officer,
employee or agent of the Agent in respect of any claim it might have against the Agent
or in respect of any act or omission of any kind by that officer, employee or agent in
relation to any Finance Document and any officer, employee or agent of the Agent may
rely on this Clause 28.9 subject to Clause 1.4 (Third party rights) and the provisions
of the Third Parties Act.(c)
    
    The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid by
the Agent if the Agent has taken all necessary steps as soon as reasonably practicable
to comply with the regulations or operating procedures of any recognised clearing or
settlement system used by the Agent for that purpose.(d)
    
    Nothing in this Agreement shall oblige the Agent or the Mandated Lead Arrangers
to carry out any know your customer or other checks in relation to the identity of
any person on behalf of any other Finance Party and each such Finance Party confirms to
the Agent and the Mandated Lead Arrangers that it is solely responsible for any such
checks it is required to carry out and that it may not rely on any statement in
relation to such checks made by the Agent or the Mandated Lead Arrangers.
 28.10
    
    Lenders indemnity to the AgentEach Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability
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incurred by the Agent (otherwise than by reason of the Agents negligence or wilful
misconduct) in acting as Agent under the Finance Documents (save to the extent the Agent has
been reimbursed by a Borrower pursuant to a Finance Document).28.11
    
    Resignation of the Agent
 (a)
    
    The Agent may resign (after consultation with the Company) and appoint one of
its Affiliates acting through an office in Italy as successor by giving notice to the
other Finance Parties and the Company.(b)
    
    Alternatively the Agent may resign by giving notice to the other Finance
Parties and the Company.(c)
    
    In the event of the resignation of the Agent pursuant to (b) above, the
Majority Lenders, (after consultation with the Company), may appoint a successor Agent
which shall be one of the other Mandated Lead Arrangers (or an Affiliate of one of the
Mandated Lead Arrangers) or, with the agreement of the Company, (such agreement not to
be unreasonably withheld or delayed and provided that the agreement of the Company is
not required if an Event of Default has occurred and is continuing) a reputable and
experienced bank, incorporated in or having a branch in Italy.(d)
    
    If the Majority Lenders have not appointed a successor Agent in accordance with
paragraph (c) above within 30 days after notice of resignation was given, the Agent (in
agreement with the Company) may appoint a successor Agent which shall be a reputable
and experienced bank, incorporated in or (acting through an office in Italy).(e)
    
    The retiring Agent shall, at its own cost, make available to the successor
Agent such documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.(f)
    
    The Agents resignation notice shall only take effect upon the appointment of a
successor.(g)
    
    Upon the appointment of a successor, the retiring Agent shall be discharged
from any further obligation in respect of the Finance Documents but shall remain
entitled to the benefit of this Clause 28.11. Its successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.(h)
    
    The Company may, or after consultation with the Company the Majority Lenders
may (excluding, for the purpose of establishing such consent, the Commitment of the
Agent in its capacity as a Lender), by notice to the Agent, require it to resign in
accordance with paragraph (b) above. In this event, the Agent shall resign in
accordance with paragraph (b) above, provided thatif the Company requires the Agent to
resign the successor Agent shall be appointed by the Company but such appointment
should be subject to the prior consent of the Majority Lenders (excluding, for the
purpose of establishing such consent, the Commitment of the Agent in its capacity as a
Lender), such consent not to be unreasonably withheld or delayed.
 28.12
    
    Confidentiality
 (a)
    
    In acting as agent for the Finance Parties, the Agent shall be regarded as
acting through its agency division which shall be treated as a separate entity from any
other of its divisions or departments.
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(b)
    
    If information is received by another division or department of the Agent, it
may be treated as confidential to that division or department and the Agent shall not
be deemed to have notice of it.
 28.13
    
    Relationship with the LendersThe Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than five Business Days
prior notice from that Lender to the contrary in accordance with the terms of this
Agreement.28.14
    
    Credit appraisal by the LendersWithout affecting the responsibility of the Borrowers for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the Agent and
the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited to:
 (a)
    
    the financial condition, status and nature of each member of the Group;(b)
    
    the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document;(c)
    
    whether that Lender has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any
Finance Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; and(d)
    
    the adequacy, accuracy and/or completeness of the Information Package and any
other information provided by the Agent, any Party or by any other person under or in
connection with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document.
 28.15
    
    Reference BanksIf a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (with the consent of the Company) appoint
another Lender or an Affiliate of a Lender to replace that Reference Bank.28.16
    
    Deduction from amounts payable by the AgentIf any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents that Party shall be regarded as having received any amount
so deducted.29.
    
    CONDUCT OF BUSINESS BY THE FINANCE PARTIESNo provision of this Agreement will:
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(a)
    
    interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;(b)
    
    oblige any Finance Party to investigate or claim any credit, relief, remission
or repayment available to it or the extent, order and manner of any claim; or(c)
    
    oblige any Finance Party to disclose any information relating to its affairs
(tax or otherwise) or any computations in respect of Tax.
 30.
    
    SHARING AMONG THE FINANCE PARTIES30.1
    
    Payments to Finance PartiesIf a Finance Party (a Recovering Finance Party) receives or recovers any amount from a
Borrower other than in accordance with Clause 31 (Payment Mechanics) and applies that amount
to a payment due under the Finance Documents then:
 (a)
    
    the Recovering Finance Party shall, within three Business Days, notify details
of the receipt or recovery, to the Agent;(b)
    
    the Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the receipt or recovery
been received or made by the Agent and distributed in accordance with Clause 31
(Payment Mechanics), without taking account of any Tax which would be imposed on the
Agent in relation to the receipt, recovery or distribution; and(c)
    
    the Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 31.5
(Partial payments).
 30.2
    
    Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it had been paid by the relevant Borrower
and distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 31.5 (Partial payments).30.3
    
    Recovering Finance Partys rights
 (a)
    
    On a distribution by the Agent under Clause 30.2 (Redistribution of payments),
the Recovering Finance Party will be subrogated to the rights of the Finance Parties
which have shared in the redistribution.(b)
    
    If and to the extent that the Recovering Finance Party is not able to rely on
its rights under paragraph (a) above, the relevant Borrower shall be liable to the
Recovering Finance Party for a debt equal to the Sharing Payment which is immediately
due and payable.
 30.4
    
    Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:
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(a)
    
    each Lender which has received a share of the relevant Sharing Payment pursuant
to Clause 30.2 (Redistribution of payments) shall, upon request of the Agent, pay to
the Agent for account of that Recovering Finance Party an amount equal to the
appropriate part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any interest
on the Sharing Payment which that Recovering Finance Party is required to pay); and(b)
    
    that Recovering Finance Partys rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Borrower will be liable to the
reimbursing Finance Party for the amount so reimbursed.
 30.5
    
    Exceptions
 (a)
    
    This Clause 30 shall not apply to the extent that the Recovering Finance Party
would not, after making any payment pursuant to this Clause 30, have a valid and
enforceable claim against the relevant Borrower.(b)
    
    A Recovering Finance Party is not obliged to share with any other Finance Party
any amount which the Recovering Finance Party has received or recovered as a result of
taking legal or arbitration proceedings, if:
 (i)
    
    it notified that other Finance Party of the legal or arbitration
proceedings; and(ii)
    
    that other Finance Party had an opportunity to participate in
those legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.
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SECTION 12
 ADMINISTRATION
 31.
    
    PAYMENT MECHANICS31.1
    
    Payments to the Agent
 (a)
    
    On each date on which a Borrower or a Lender is required to make a payment
under a Finance Document, that Borrower or Lender shall make the same available to the
Agent (unless a contrary indication appears in a Finance Document) for value on the due
date at the time and in such funds specified by the Agent as being customary at the
time for settlement of transactions in the relevant currency in the place of payment.(b)
    
    Payment shall be made to such account in the principal financial centre of the
country of that currency (or, in relation to euro, in a principal financial centre in a
Participating Member State or London) with such bank as the Agent specifies by not less
than five Business Days notice to the relevant Borrower and the Lenders.(c)
    
    Any amount paid by a Borrower to the Agent under the Finance Documents for
another Party shall be deemed to have been received by that Party when received by the
Agent and for value on the date of receipt by the Agent.
 31.2
    
    Distributions by the AgentEach payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 31.3 (Distributions to the Borrowers), Clause 31.4 (Clawback) and Clause
28.16 (Deduction from amounts payable by the Agent), be made available by the Agent as soon
as practicable after receipt to the Party entitled to receive payment in accordance with
this Agreement (in the case of a Lender, for the account of its Facility Office), to such
account as that Party may notify to the Agent by not less than five Business Days notice
with a bank in the principal financial centre of the country of that currency (or, in
relation to euro, in the principal financial centre of a Participating Member State or
London).31.3
    
    Distributions to the BorrowersThe Agent may (with the consent of the relevant Borrower or in accordance with Clause 32
(Set-Off)) apply any amount received by it for that Borrower in or towards payment (on the
date and in the currency and funds of receipt) of any amount then due from that Borrower
under the Finance Documents or in or towards purchase of any amount of any currency to be so
applied.31.4
    
    Clawback
 (a)
    
    Where a sum is to be paid to the Agent under the Finance Documents for another
Party, the Agent is not obliged to pay that sum to that other Party (or to enter into
or perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.(b)
    
    If the Agent pays an amount to another Party and it proves to be the case that
the Agent had not actually received that amount, then the Party to whom that amount (or
the proceeds of any related exchange contract) was paid by the Agent shall on demand
refund the same to
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the Agent together with interest on that amount from the date of payment to the date
of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
 31.5
    
    Partial payments
 (a)
    
    If the Agent receives a payment that is insufficient to discharge all the
amounts then due and payable by a Borrower under the Finance Documents, the Agent shall
apply that payment towards the obligations of that Borrower under the Finance Documents
in the following order:
 (i)
    
    first, in or towards payment pro rataof any unpaid fees, costs
and expenses of the Agent and the Mandated Lead Arrangers under the Finance
Documents;(ii)
    
    secondly, in or towards payment pro rataof any accrued interest,
fee or commission due but unpaid under this Agreement;(iii)
    
    thirdly, in or towards payment pro rataof any principal due but
unpaid under this Agreement; and(iv)
    
    fourthly, in or towards payment pro rataof any other sum due but
unpaid under the Finance Documents.
 (b)
    
    The Agent shall, if so directed by the Majority Lenders, vary the order set out
in paragraphs (a)(ii) to (iv) above.(c)
    
    Paragraphs (a) and (b) above will override any appropriation made by a
Borrower.
 31.6
    
    No set-off by the BorrowersAll payments to be made by a Borrower under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off (including, in the case of
the International Borrower and for the purposes of Luxembourg law, legal set-off) or
counterclaim.31.7
    
    Business Days
 (a)
    
    Any payment which is due to be made on a day that is not a Business Day,
subject as otherwise provided in this Agreement, shall be made on the next Business Day
in the same calendar month (if there is one) or the preceding Business Day (if there is
not).(b)
    
    During any extension of the due date for payment of any principal or Unpaid Sum
under this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.
 31.8
    
    Currency of account
 (a)
    
    Subject to paragraphs (b) and (c) below, euro is the currency of account and
payment for any sum from a Borrower under any Finance Document.(b)
    
    Each payment in respect of costs, expenses or Taxes shall be made in the
currency in which the costs, expenses or Taxes are incurred.(c)
    
    Any amount expressed to be payable in a currency other than euro shall be paid
in that other currency.
 97




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31.9
    
    Change of currencyIf a change in any currency of a country occurs, this Agreement will, to the extent the
Agent (acting reasonably and after consultation with the Borrowers) specifies to be
necessary, be amended to comply with any generally accepted conventions and market practice
in the Relevant Interbank Market and otherwise to reflect the change in currency.32.
    
    SET-OFFA Finance Party may set off any matured obligation due from a Borrower under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Borrower, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.33.
    
    NOTICES33.1
    
    Communications in writingAny communication to be made under or in connection with the Finance Documents shall be made
in writing and, unless otherwise stated, may be made by fax or letter.33.2
    
    AddressesThe address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:
 (a)
    
    in the case of a Borrower, that identified with its name below;(b)
    
    in the case of each Lender, that notified in writing to the Agent on or prior
to the date on which it becomes a Party; and(c)
    
    in the case of the Agent, that identified with its name below,
 or any substitute address or fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days notice.33.3
    
    Delivery
 (a)
    
    Any communication or document made or delivered by one person to another under
or in connection with the Finance Documents will only be effective:
 (i)
    
    if by way of fax, when received in legible form; or(ii)
    
    if by way of letter, when it has been left at the relevant
address or five Business Days after being deposited in the post postage prepaid
in an envelope addressed to it at that address,
 and, if a particular department or officer is specified as part of its address
details provided under Clause 33.2 (Addresses), if addressed to that department or
officer.
 98




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(b)
    
    Any communication or document to be made or delivered to the Agent will be
effective only when actually received by the Agent and then only if it is expressly
marked for the attention of the department or officer identified with the Agents
signature below (or any substitute department or officer as the Agent shall specify for
this purpose).(c)
    
    All notices from or to a Borrower shall be sent through the Agent.(d)
    
    Any notice, request, demand, or other communications received on a non-working
day or after business hours in the place of receipt shall be deemed to be received on
the next following working day in such place.
 33.4
    
    Notification of address and fax number
 (a)
    
    Promptly upon receipt of notification of an address and fax number or change of
address or fax number pursuant to Clause 33.2 (Addresses) or changing its own address
or fax number, the Agent shall notify the other Parties.(b)
    
    The Agent shall, promptly upon request from any Party, give to that Party the
address or fax number of any other Party applicable at the time for the purposes of
this Clause.
 33.5
    
    Electronic communication
 (a)
    
    Any communication to be made between the Agent and a Lender under or in
connection with the Finance Documents may be made by electronic mail or other
electronic means, if the Agent and the relevant Lender:
 (i)
    
    agree that, unless and until notified to the contrary, this is to
be an accepted form of communication;(ii)
    
    notify each other in writing of their electronic mail address
and/or any other information required to enable the sending and receipt of
information by that means; and(iii)
    
    notify each other of any change to their address or any other
such information supplied by them.
 (b)
    
    Any electronic communication made between the Agent and a Lender will be
effective only when actually received in readable form and in the case of any
electronic communication made by a Lender to the Agent only if it is addressed in such
a manner as the Agent shall specify for this purpose.
 33.6
    
    English language
 (a)
    
    Any notice given under or in connection with any Finance Document must be in
English.(b)
    
    All other documents (other than the documents referred to in paragraphs 1(a),
1(b), 1(c), 2(a), 2(b), 2(c), 3 and 5(b) of Schedule 2 (Conditions Precedent)) provided
under or in connection with any Finance Document must be:
 (i)
    
    in English if the document is originally produced in English; or
 99




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(ii)
    
    if not in English, and if so required by the Agent, accompanied
by a certified English translation and, in this case, the English translation
will prevail unless the document is a constitutional, statutory or other
official document.
 34.
    
    CALCULATIONS AND CERTIFICATES34.1
    
    AccountsAccounts maintained by the Agent or each Lender in connection herewith are in the absence of
manifest error prima facieevidence of the sums owing to the Lenders under this Agreement.34.2
    
    Certificates and DeterminationsAny certification or determination by any of the parties to the Finance Documents pursuant
to any provision hereof is, in the absence of manifest error (in which case any liability of
such party shall be determined in accordance with applicable law), conclusive evidence of
the matters to which it relates.34.3
    
    Day count conventionAny interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of 360
days.35.
    
    PARTIAL INVALIDITYIf, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.36.
    
    REMEDIES AND WAIVERSNo failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.37.
    
    AMENDMENTS AND WAIVERS37.1
    
    Required consents
 (a)
    
    Subject to Clause 37.2 (Exceptions) any term of the Finance Documents may be
amended or waived only with the consent of the Majority Lenders and the Borrowers and
any such amendment or waiver will be binding on all Parties.(b)
    
    The Agent may effect, on behalf of any Finance Party, any amendment or waiver
permitted by this Clause 37.
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37.2
    
    Exceptions
 (a)
    
    An amendment or waiver that has the effect of changing or which relates to:
 (i)
    
    the definition of Majority Lenders or the Target in Clause
1.1 (Definitions);(ii)
    
    an extension to the date of payment of any amount under the
Finance Documents;(iii)
    
    a reduction in the Margin or a reduction in the amount of any
payment of principal, interest, fees or commission payable;(iv)
    
    an increase in or an extension of any Commitment, other than in
the circumstances contemplated by Clause 38 (Permitted Facility C Increase);(v)
    
    a change to the Borrowers (other than where a new borrower is
introduced pursuant to Clause 17 (Mitigation by the Lenders));(vi)
    
    any provision which expressly requires the consent of all the
Lenders; or(vii)
    
    Clause 2.3 (Finance Parties rights and obligations), Clause 7.2
(Mandatory prepayment on change of control or merger), Clause 25 (Changes to the
Lenders), Clause 30 (Sharing Among the Finance Parties) or this Clause 37,
 shall not be made without the prior consent of all the Lenders and the Borrowers.(b)
    
    An amendment or waiver which relates to the rights or obligations of the Agent,
the Bookrunners, the Mandated Lead Arrangers or the Issuing Entities may not be
effected without the consent of the Agent, the Bookrunners, the Mandated Lead Arrangers
or the Issuing Entites (as the case may be) and the Borrowers.
 37.3
    
    Replacement of a Lender
 (a)
    
    If at any time any Lender becomes an Increased Cost Lender or a Non-Funding
Lender (each as defined below) or is affected by circumstances referred to Clause 7.1
(Illegality) then the Borrowers may:
 (i)
    
    on not less than 10 Business Days prior notice to the Agent and
that Lender, replace that Lender by causing it to (and that Lender shall)
transfer pursuant to Clause 25 (Changes to the Lenders) all (but not part only)
of its rights and obligations under this Agreement to a Lender or other person
selected by the Borrowers for a purchase price equal to the outstanding
principal amount of such Lenders participation in the outstanding Utilisations
and all accrued interest and fees and other amounts payable under this
Agreement; or(ii)
    
    give the Agent and that Lender at least 10 Business Days notice
of cancellation of the Commitment of that Lender and its intention to procure
the repayment of that Lenders participation in the Utilisations.
 On the last day of each Interest Period which ends after the Borrowers have given
notice under (ii) above (or, if earlier, the date specified by the Borrowers in that
notice), each Borrower to which a Utilisation is outstanding shall repay that
Lenders participation in the Utilisation, and following the final payment the
Commitment of that Lender shall immediately be reduced to zero.
 101




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##### 



(b)
    
    The Borrowers shall have no right to replace the Mandated Lead Arrangers, the
Bookrunners, the Agent or the Issuing Entities each in that capacity only and none of
the foregoing, nor any Lender, shall have any obligation to the Borrowers to find a
replacement Lender or other such entity. No member of the Group may make any payment
or assume any obligation (whether by way of fees, expenses or otherwise) to or on
behalf of the replacement Lender as an inducement for the replacement Lender to become
a Lender.(c)
    
    The Borrowers may only replace an Increased Cost Lender or a Non-Funding Lender
if that replacement takes place no later than 90 days after the date on which the
relevant Increased Cost Lender demands payment of the relevant additional amounts or
the Lender becomes a Non-Funding Lender (as applicable).(d)
    
    No Lender replaced under this Clause 37.3 may be required to pay or surrender
to that replacement Lender or other entity any of the fees received by it.(e)
    
    In the case of a replacement of an Increased Cost Lender, the Borrowers shall
pay the relevant additional amounts to that Increased Cost Lender prior to it being
replaced and the payment of those additional amounts shall be a condition to
replacement.(f)
    
    For the purposes of this Clause 37.3:
 (i)
    
    an Increased Cost Lenderis a Lender to whom any Borrower becomes
obliged to pay additional amounts described in Clauses 14 (Tax Gross-Up and
Indemnities) and 15 (Increased Costs); and(ii)
    
    a Non-Funding Lenderis a Lender which fails to comply with its
obligation to participate in any Utilisation where:
 (A)
    
    all conditions to the relevant Utilisation
(including without limitation, delivery of a Utilisation Request) have
been satisfied or waived by the Majority Lenders in accordance with the
terms of this Agreement; and(B)
    
    the Borrowers have notified the Lender that it
will treat it as a Non-Funding Lender.
 38.
    
    PERMITTED FACILITY C INCREASE
 (a)
    
    In circumstances where the Company (or Bidco, as the case may be) intends to
make the Improved Offer and/or is required to make payments under the Option and/ or is
required to make any Ancillary Offer, the Borrowers may designate by notice to the
Agent a permitted increase in the Commitments for Facility C by an amount not exceeding
such Euro 8,500,000,000 over the life of the Facilities (a Permitted Additional
Commitment).(b)
    
    Once the Borrowers have designated a Permitted Additional Commitment, the
Company (in the case of Facility C1) and the International Borrower (in the case of
Facility C2) may invite existing Lenders (or new Lenders acceding for such purpose) to
assume additional or new Commitments under Facility C1 and/ or C2 (each a New
Commitment) as follows:
 (i)
    
    existing Lenders shall be offered New Commitments out of the
Permitted Additional Commitment in the same proportion that the Facility C
Commitment of each existing Lender bears to the Total Facility C Commitments
(and the relevant Borrower shall keep this offer open (and not make binding
offers to other persons)
 102




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##### 



for a period of not less than 15 Business Days or such other period as the
relevant Borrower and the Agent may agree);(ii)
    
    in the event any existing Lender shall not have accepted an offer
under (i) above within the period referred to above, the balance not taken up
may be offered pro ratato those existing Lenders which did accept the offer
made under (i) above (and the relevant Borrower shall keep this offer open (and
not make binding offers to other persons) for a period of not less than three
Business Days after the expiry of the period referred to above or such other
period as the relevant Borrower and the Agent may agree);(iii)
    
    in the event the total New Commitments assumed under (i) and
(ii) above are less than the Permitted Additional Commitment, the relevant
Borrower may invite any person or persons to accede as a Lender with such New
Commitments as the relevant Borrower and such person may agree (but so that any
New Commitment assumed by such a person must be in an amount that would, had it
been a transfer rather than an assumption, have been in compliance with Clause
25 (Changes to the Lenders) and if so agreed the relevant Borrower may cause
such person to accede as a Lender in accordance with this Clause 38 and assume
such New Commitment,
 (an existing Lender agreeing to assume a New Commitment under paragraph (i) and/or
(ii) above is an Increasing Lenderand any person not being a Lender agreeing to
assume a New Commitment under paragraph (iii) above is an Acceding Lender).(c)
    
    Nothing in this Clause 38 shall oblige any Lender to increase its Commitments
at any time.(d)
    
    Prior to the relevant Borrower borrowing any New Commitments it shall deliver
to the Agent:
 (i)
    
    a copy of a resolution of the board of directors of the relevant
Borrower approving the increased borrowing contemplated by the New Commitments,
and the execution, delivery and performance of the Accession Documents (as
defined in paragraph (e) below) to which it is acceding;(ii)
    
    a specimen of the signature of each person authorised on behalf
of the Company to execute any Accession Documents or to sign or send any
document or notice in connection with any Accession Documents;(iii)
    
    a certificate of a director of the relevant Borrower (A)
confirming that utilising the relevant New Commitments in full (and, in the case
of the Company, its guarantee of such New Commitments pursuant to Clause 19
(Guarantee and Indemnity)) would not breach any limit binding on it; (B)
certifying that each copy document specified in this Clause is correct and
complete and that the original of each of those documents is in full force and
effect and has not been amended or superseded as at a date no earlier than the
date the New Commitments are incurred; and (C) in the case of the Company only,
certifying that the guarantee and indemnity in Clause 19 (Guarantee and
Indemnity) will, subject to its terms, secure the New Commitments; and(iv)
    
    a legal opinion of counsel approved by the Agent acting
reasonably in respect of the Accession Documents and the resolutions referred to
in paragraph (i) above.
 103




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(e)
    
    Following the relevant Borrower obtaining agreements from Increasing Lenders
and/or Acceding Lenders to assume New Commitments under this Clause, after operating
the series of offers contemplated by paragraph (b) above, in order to implement such
agreements the relevant Borrower shall deliver to the Agent (not less than five
Business Days prior to the intended Accession Effective Dates (as defined below) or the
intended Increase Effective Dates (as defined below)):
 (i)
    
    a list of the Increasing Lenders and/or Acceding Lenders together
with details of the amounts of their New Commitments and the intended Accession
Effective Dates or Increase Effective Dates;(ii)
    
    originals (which each Acceding Lender must have executed), duly
completed, of each Accession Certificate in the form of Part 1 (Form of
Accession Certificate) of Schedule 9 (Incremental Commitments) (an Accession
Certificate); and(iii)
    
    originals (which each Increasing Lender must have executed),
duly completed, of each Increase Certificate in the form of Part 2 (Form of
Increase Certificate) of Schedule 9 (Incremental Commitments) (an Increase
Certificateand, together with the Accession Certificate, the Accession
Documents).
 (f)
    
    The New Commitment of an Increasing Lender or an Acceding Lender will become
available for drawing on the date confirmed by the Agent in the relevant Accession
Document as the Increase Effective Date (the Increase Effective Date) or the Accession
Effective Date (the Accession Effective Date), as applicable and provided that where
paragraph (g) applies, an Accession Effective Date or an Increase Effective Date shall
not be earlier than the date (if any) upon which a Borrower submits Utilisation
Requests in accordance with paragraph (g) below.(g)
    
    If there are any Advances outstanding on the date an Accession Document is
entered into, the relevant Borrower shall (and subject to agreement on consolidating
such Utilisation Requests where several Accession Certificates and Increase
Certificates are being processed at or about the same time) submit Utilisation
Requests, requiring Advances to be made by the relevant Increasing Lenders and/or
Acceding Lenders as follows:
 (i)
    
    such Utilisation Requests shall relate to the drawing in full of
the relevant New Commitments (or, if the Facility to which the accession or
increase is to be applied is not itself drawn in full, such Utilisation Requests
shall relate to the drawing of the New Commitments pro ratain the same
proportion that the Facilities are drawn) (and so that simultaneously with such
Utilisation Requests the relevant Accession Effective Date and/or the relevant
Increase Effective Date will be designated under paragraph (f) above and shall
apply to such Utilisation Requests);(ii)
    
    such Utilisation Requests shall be divided into separate amounts
of Advances which correspond on a pro ratabasis to the Advances then
outstanding;(iii)
    
    such Utilisation Requests shall select for each such Advance as
referred to in (ii) above (notwithstanding any other provision of this
Agreement) an initial Interest Period co-terminus with the Interest Period for
the then outstanding Advance to which such Advance corresponds under (ii) above;(iv)
    
    at the end of each initial Interest Period selected for an
Advance to be made by the relevant Increasing Lenders and/or Acceding Lenders,
such Advances shall be consolidated with the then outstanding Advances to which
such Advances
 104




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##### 



correspond under (ii) above and all Lenders (existing and new) will
participate pro ratatherein.
 (h)
    
    Interest payable on the last day of each initial Interest Period selected for
an Advance to be made by the relevant Increasing Lenders and/or Acceding Lenders will
be payable on the same terms as all other Advances, taking into account the actual
number of days for which such Advances were outstanding and the relevant EURIBOR.(i)
    
    On the relevant Increase Effective Date or, as the case may be, Accession
Effective Date, the participation of the Lenders (existing and new) in any outstanding
Aval will be automatically adjusted to reflect the participations the Lenders would
have in that Aval if the relevant New Commitments had been in effect on the Utilisation
Date of that Aval.(j)
    
    Nothing in the Clause 38 shall oblige any Issuing Entity to issue any Aval in a
principal amount exceeding the amount of the Avales it would have been subject to issue
has the increase to the Facility C Commitment under this Clause not occurred, unless
such Issuing Entity agrees to such increase in writing.
 39.
    
    COUNTERPARTSEach Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.
 105




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SECTION 13
 GOVERNING LAW AND ENFORCEMENT
 40.
    
    GOVERNING LAWThis Agreement is governed by English law.41.
    
    ENFORCEMENT41.1
    
    Jurisdiction
 (a)
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute).(b)
    
    The Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.(c)
    
    This Clause 41.1 is for the benefit of the Finance Parties only. As a result,
no Finance Party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, the Finance Parties
may take concurrent proceedings in any number of jurisdictions.
 41.2
    
    Service of process
 (a)
    
    Without prejudice to any other mode of service allowed under any relevant law,
each Borrower:
 (i)
    
    will irrevocably appoint Law Debenture Corporate Services Limited
of Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent for service of
process in relation to any proceedings before the English courts in connection
with any Finance Document governed by English law; and(ii)
    
    agrees that failure by a process agent to notify it of the
process will not invalidate the proceedings concerned.
 (b)
    
    Each Borrower must provide the Agent with evidence (in form and substance
satisfactory to the Agent, acting reasonably) that the process agent referred to in
paragraph (a)(i) above has accepted its appointment within 5 Business Days after the
Signing Date.
 41.3
    
    Waiver of ImmunityTo the fullest extent permitted by applicable law, each Borrower waives generally all
immunity it or its assets or revenues may otherwise have in any jurisdiction, including
immunity in respect of:
 (a)
    
    the giving of any relief by way of injunction or order for specific performance
or for the recovery of assets or revenues; and(b)
    
    the issue of any process against its assets or revenues for the enforcement of
a judgment or, in an action in rem, for the arrest, detention or sale of any of its
assets and revenues.
 106




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##### 



THIS AGREEMENT
 107




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##### 



SCHEDULE 1
 THE ORIGINAL FINANCE PARTIES
 PART 1
 INITIAL ISSUING ENTITY
 Name of Issuing Entity
    
    PercentageBanco Santander Central Hispano S.A.
    
    
    100
    %
 PART 2
 ORIGINAL LENDERS
 Facility A1
    
    Facility A2
    
    Facility B1
    
    Facility B2
    
    Facility C1
    
    Facility C2Commitment
    
    Commitment
    
    Commitment
    
    Commitment
    
    Commitment
    
    CommitmentOriginal Lender
    
    ()
    
    ()
    
    ()
    
    ()
    
    ()
    
    ()Banca
Imi 
Gruppo
Intesa
Sanpaolo
S.p.A.
    
    
    2,428,571,428.57
    
    
    
    
    
    
    
    3,642,857,142.86
    
    
    
    
    
    
    
    2,428,571,428.57Banco
Santander
Central
Hispano,
S.A.
    
    
    
    
    
    
    2,428,571,428.57
    
    
    
    
    
    
    
    3,642,857,142.86
    
    
    
    
    
    
    
    2,428,571,428.57Mediobanca 
Banca di
Credito
Finanziario
S.p.A.
    
    
    1,142,857,142.85
    
    
    
    
    
    
    
    1,714,285,714.29
    
    
    
    
    
    
    
    1,142,857,142.86UBS AG,
London
Branch
    
    
    
    
    
    
    1,571,428,571.43
    
    
    
    
    
    
    
    2,357,142,857.14
    
    
    
    
    
    
    
    1,571,428,571.43UniCredito
Italiano
S.p.A.
    
    
    2,428,571,428.58
    
    
    
    
    
    
    
    3,642,857,142.85
    
    
    
    
    
    
    
    2,428,571,428.57Totals
    
    
    6,000,000,000.00
    
    
    
    4,000,000,000.00
    
    
    
    9,000,000,000.00
    
    
    
    6,000,000,000.00
    
    
    
    6,000,000,000.00
    
    
    
    4,000,000,000.00
 108




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##### 



SCHEDULE 2
 CONDITIONS PRECEDENT
 1.
    
    The Company(a)
    
    A copy of the complete and up-to-date by-laws of the Company (statuto).(b)
    
    A copy of a resolution of the board of directors of the Company:
 (i)
    
    approving the terms of, and the transactions contemplated by, the Finance
Documents to which it is a party and resolving that it execute the Finance Documents to
which it is a party; and(ii)
    
    authorising the managing director of the Company to execute (or to grant a
power of attorney to a third party to execute) the Finance Documents to which it is a
party on its behalf.
 (c)
    
    To the extent not covered in the resolutions provided pursuant to paragraph (b) above, a copy
of the corporate authorisation appointing an Authorised Signatory to execute the Finance
Documents to which the Company is a party and to sign and/or despatch all documents and
notices on behalf of the Company (including, if relevant, any Utilisation Request) under or in
connection with the Finance Documents to which the Company is a party.(d)
    
    A specimen of the signature of each person authorised by the resolutions referred to in
paragraphs (b) and (c) above.(e)
    
    A certificate of the Company (signed by the finance director of the Company) confirming that
borrowing and guaranteeing the Total Commitments would not cause any borrowing or similar
limit binding on the Company to be exceeded.(f)
    
    A certificate of an Authorised Signatory of the Company certifying that each copy document
relating to it specified in this Schedule 2 is correct, complete and in full force and effect
as at a date no earlier than the date of this Agreement.2.
    
    International Borrower(a)
    
    A copy of the articles of association of the International Borrower.(b)
    
    A copy of an extract from the Luxembourg Trade and Companies Register for the International
Borrower.(c)
    
    A copy of a resolution of the board of directors of the International Borrower:
 (i)
    
    approving the terms of, and the transactions contemplated by, this Agreement;
and(ii)
    
    appointing the Authorised Signatory to sign and/or despatch all documents and
notices on behalf of the International Borrower (including, if relevant, any
Utilisation Request) under or in connection with the Finance Documents to which the
International Borrower is a party.
 109




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##### 



(d)
    
    A specimen of the signature of each person authorised on behalf of the International Borrower
to enter into or witness the entry into of any Finance Document or to sign or send any
document or notice in connection with any Finance Document.(e)
    
    A solvency certificate in respect of the International Borrower signed by an Authorised
Signatory.(f)
    
    A certificate of the International Borrower (signed by an Authorised Signatory of the
International Borrower) confirming that borrowing the Total Commitments would not cause any
borrowing or similar limit binding on the International Borrower to be exceeded.(g)
    
    A certificate of an Authorised Signatory of the International Borrower certifying that each
copy document relating to it specified in this Schedule 2 is correct, complete and in full
force and effect as at a date no earlier than the date of this Agreement.3.
    
    Offer Documents(a)
    
    A copy of the final draft of each of the Prospectus and the Significant Fact Sheet, in each
case finalised before the execution of the Agreement (together with any amendment thereof or
waiver thereto which is made before the delivery of the relevant document to the Agent).(b)
    
    A copy of the Co-operation Agreement and the E.On Agreement (in each case, together with any
amendment thereof or waiver thereto which is made before the delivery of the relevant document
to the Agent).4.
    
    Legal opinions(a)
    
    A legal opinion of Allen & Overy LLP, legal advisers to the Mandated Lead Arrangers and the
Lenders as to matters of English law, substantially in the form distributed to the Original
Lenders prior to the Signing Date.(b)
    
    A legal opinion of Allen & Overy LLP, legal advisers to the Mandated Lead Arrangers and the
Lenders as to matters of Italian law, substantially in the form distributed to the Original
Lenders prior to the Signing Date.(c)
    
    A legal opinion of Allen & Overy Luxembourg, legal advisers to the Mandated Lead Arrangers
and the Lenders as to matters of Luxembourg law, substantially in the form distributed to the
Original Lenders prior to the Signing Date.5.
    
    Other documents and evidence(a)
    
    Evidence that an aval has been issued in respect of the JV Partners portion of the Offer
(being the first 3.974% of the Target Shares to be tendered in the Offer).(b)
    
    The Original Accounts.(c)
    
    The Syndication Letter and each Fee Letter.
 110




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##### 



SCHEDULE 3
 REQUESTS
 PART 1
 UTILISATION REQUEST
 From:
    
    [Borrower]To:
    
    [l]Dated:
  Enel S.p.A. and Enel Finance International S.A  Euro 35,000,000,000 Credit Facility Agreement
dated [] 2007 (the Agreement)
 1.
    
    We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this
Utilisation Request.2.
    
    We wish to borrow a Facility [A/B/C] Advance/arrange for an Aval to be issued under Facility
[A/B/C] on the following terms:
 Proposed Utilisation Date:
    
    [     ] (or, if that is not a
Business Day, the next Business
Day)Facility:
    
    [A1/A2/B1/B2/C1/C2]Currency of Advance:
    
    EuroAmount:
    
    [      ] or, if less, the relevant Available FacilityInterest Period:
    
    [     ]
 3.
    
    [We confirm that each condition specified in Clause 4.3 (Further conditions precedent)
is satisfied on the date of this Utilisation Request.]/[We confirm that no Major Default has occurred and is continuing or would result
from the making of the Advance referred to above.]4.
    
    [The proceeds of this Advance should be credited to [account].5.
    
    [We attach a copy of the proposed Aval.]6.
    
    This Utilisation Request is irrevocable.
   Borrower
 111




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##### 



PART 2
 SELECTION NOTICE
 From:
    
    [Borrower]To:
    
    [l] as AgentDated
 Enel S.p.A. and Enel Finance International S.A Euro 35,000,000,000 Credit Facility Agreement
dated [l] 2007 (the Agreement)
 1.
    
    We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have
the same meaning in this Selection Notice unless given a different meaning in this Selection
Notice.2.
    
    We refer to the following Advance[s] with an Interest Period ending on [      ].3.
    
    [We request that the above Advance[s] be divided into [      ] Advances with the following
Euro amounts and Interest Periods:]or[We request that the next Interest Period for the above Advance[s] is [     ]].4.
    
    This Selection Notice is irrevocable.
   Borrower
 112




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##### 



SCHEDULE 4
 FORM OF TRANSFER CERTIFICATE 1
 To:
    
    [l] as AgentFrom:
    
    [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)Copy:
    
    [Enel S.p.A./ Enel Finance International S.A.]Dated:
 Enel S.p.A and Enel Finance International S.A Euro 35,000,000,000 Credit Facility Agreement
dated [] 2007 (the Agreement)
 1.
    
    We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.2.
    
    We refer to Clause 25.5 (Procedure for transfer):
 (a)
    
    The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lenders
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 25.5 (Procedure for transfer).(b)
    
    The proposed Transfer Date is [     ].(c)
    
    The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of Clause 33.2 (Addresses) are set out in the Schedule.(d)
    
    [The Commitments and Utilisations indicated in the Schedule are reallocated
between Facilities, in accordance with Clause 2.4 (Re-tranching) of the Agreement, to
the extent indicated in the Schedule]*
 3.
    
    The New Lender expressly acknowledges the limitations on the Existing Lenders obligations
set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders).4.
    
    [The New Lender [is/ is not] a Qualifying Lender].25.
    
    This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.6.
    
    This Transfer Certificate is governed by English law.
 
 *
    
    delete as appropriate1
    
    To be entered into by exchange of letters or
otherwise signed outside of Italy.2
    
    Include in transfer certificates with respect
to transfers of a Lenders participation and Commitment in Facility A1,
Facility B1 or Facility C1 only. 113




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##### 



THE SCHEDULE
 Commitment/rights and obligations to be transferred [or re-allocated]
 insert relevant details
 Facility Office address, fax number and attention details for notices and account details for payments
 [Existing Lender]
    
    [New Lender]By:
    
    By:
    114




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##### 



SCHEDULE 5
 TIMETABLES
 Delivery of a duly
completed
Utilisation Request
for an Advance
(Clause 5.1
(Delivery of
Utilisation Request
for an Advance)) or
a Selection Notice
(Clause 11.1
(Selection of Interest
Periods))
    
    U-3
10.00 a.m. (Milan time)Delivery of a duly
completed
Utilisation Request
for an Aval (Clause
6.1 (Delivery of a
Utilisation Request
for an Aval))
    
    U-3
10.00 a.m. (Milan time) (or, in respect
of a Utilisation Request for the first
Aval, such earlier time as may be
agreed by the Agent and the Issuing
Entities for such Aval).Agent notifies the
Lenders of the
Advance in
accordance with
Clause 5.4 (Lenders participation)
    
    U-33.00 p.m. (Milan time)EURIBOR is fixed
    
    Quotation Day as of 11.00 a.m. (Milan time)
   115




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##### 



SCHEDULE 6
 FORM OF INDEMNITY CLAIM NOTICE
 To:
    
    [Relevant Lender]Copy to:
    
    Enel S.p.A.From:
    
    [RELEVANT ISSUING ENTITY]Date:
    
    [      ]
 Enel S.p.A. and Enel Finance International S.A Euro 35,000,000,000 Credit Facility Agreement
dated [l] 2007
 1.
    
    We refer to the Agreement. This is an Indemnity Claim Notice.2.
    
    We certify that:
 (a)
    
    a Claimed Amount has been demanded in an amount of [l]; and(b)
    
    your share in the Claimed Amount determined in accordance with Clause 7.2
(Lenders Indemnity) of the Agreement amounts to
[l].
 3.
    
    We demand payment of the amount referred to in paragraph 2(b) above.4.
    
    Payment should be made to the following account:
 Account name:
    
    [            ]Account number:
    
    [            ]Account bank:
    
    [            ]
   116




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##### 



SCHEDULE 7
 FORM OF COMPLIANCE CERTIFICATE
 To:
    
    [       ] as AgentFrom:
    
    Enel S.p.A.Dated:Dear Sirs
 Enel S.p.A. and Enel Finance International S.A  Euro 35,000,000,000 Credit Facility Agreement
dated [ ] 2007 (the Agreement)
 1.
    
    We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement
have the same meaning in this Compliance Certificate unless given a different meaning in this
Compliance Certificate.2.
    
    We confirm that as at [relevant testing date] Consolidated Total Net Borrowings are [ ]
and Consolidated EBITDA was [ ]; therefore Consolidated Total Net Borrowings do not exceed
[ ] times Consolidated EBITDA.3.
    
    We set out below calculations for establishing the figures in paragraph 2 above:[     ]4.
    
    [We confirm that no Default is continuing.] ¬
 Signed:Authorised SignatoryOfEnel S.p.A.
 
 ¬
    
    If this statement cannot be made, the
certificate should identify any Default that is continuing and the steps, if
any, being taken to remedy it. 117




---



##### 



SCHEDULE 8
 MANDATORY COST FORMULA
 1.
    
    The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with:
 (a)
    
    the requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its functions);
or(b)
    
    the requirements of the European Central Bank.
 2.
    
    On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Advance) and will be expressed as
a percentage rate per annum.3.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lenders participation in all Advances made
from that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.4.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:(EQUATION)Where:
 E
    
    is designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and
expressed in pounds per 1,000,000.
 5.
    
    For the purposes of this Schedule:
 (a)
    
    Special Depositshas the meaning given to it from time to time under or
pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of
England;(b)
    
    Fees Rulesmeans the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force form time to time in respect
of the payment of fees for the acceptance of deposits;(c)
    
    Fee Tariffsmeans the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and
 118




---



##### 



(d)
    
    Tariff Basehas the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.
 6.
    
    If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that
Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.7.
    
    Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the
following information or prior to the date on which it becomes a Lender:
 (a)
    
    the jurisdiction of its Facility Office; and(b)
    
    any other information that the Agent may reasonably require for such purpose.
 Each Lender shall promptly notify the Agent of any change to the information provided
by it pursuant to this paragraph.8.
    
    The rates of charge of each Reference Bank for the purpose of E above shall be determined by
the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and
on the assumption that, unless a Lender notifies the Agent to the contrary, each Lenders
obligations in relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a Facility Office in the same
jurisdiction as its Facility Office.9.
    
    The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
6 and 7 above is true and correct in all respects.10.
    
    The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7
above.11.
    
    Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.12.
    
    The Agent may from time to time, after consultation with the Company and the Borrowers,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.
 119




---



##### 



SCHEDULE 9
 INCREMENTAL COMMITMENTS
 PART 1
 FORM OF ACCESSION CERTIFICATE
 To:
    
    [l] as AgentFrom:
    
    [Enel S.p.A./ Enel Finance International S.A.]Date:
    
    [      ]
 Enel S.p.A. and Enel Finance International S.A 35,000,000,000 Credit Facility Agreement
dated [l] 2007 (the Agreement)
 1.
    
    We refer to the Agreement. This is an Accession Certificate. Terms defined in the Agreement
have the same meaning in this Accession Certificate unless given a different meaning in this
Accession Certificate.2.
    
    The proposed Accession Effective Date is [     ], subject to Clause 38(f) of the
Agreement.3.
    
    On the Accession Effective Date:
 (a)
    
    [l] (the Acceding Lender) becomes party to the Agreement as a Lender;(b)
    
    the Acceding Lender assumes all the rights and obligations of a Lender in
relation to the Commitments under the Agreement specified in the schedule to this
Accession Certificate (the Schedule) in accordance with the terms of the Agreement.
 4.
    
    The administrative details of the Acceding Lender for the purposes of the Agreement are set
out in the Schedule.5.
    
    This Accession Certificate takes effect as a deed notwithstanding that a party may execute it
under hand.6.
    
    This Accession Certificate has been executed and delivered as a deed on the date stated at
the beginning of this Accession Certificate and is governed by English law.
 120




---



##### 



THE SCHEDULE
 COMMITMENT TO BE ASSUMED
 Administrative details of the New Lender
 Executed as a deed by [Enel S.p.A/ Enel Finance International S.A.]
     ACCEDING LENDER
     
 121




---



##### 



PART 2
 FORM OF INCREASE CERTIFICATE
 To:
    
    [l] as AgentFrom:
    
    [Enel S.p.A./ Enel Finance International S.A.] and [THE INCREASING
LENDER] (the Increasing Lender)Date:
    
    [     ]
 Enel S.p.A and Enel Finance International S.A 35,000,000,000 Credit Facility Agreement
dated [ l ] 2007 (as amended from time to time) (the Agreement)
 1.
    
    We refer to the Agreement. This is an Increase Certificate. Terms defined in the Agreement
have the same meaning in this Increase Certificate unless given a different meaning in this
Increase Certificate.2.
    
    The proposed Increase Effective Date is [ ], subject to Clause 38(f) of the Agreement.3.
    
    On the Increase Effective Date, [l] (the Increasing Lender) hereby increases its
Commitment as a Lender under the Agreement specified in the schedule to this Increase
Certificate (the Schedule) in accordance with the terms of the Agreement.4.
    
    The administrative details of the Increasing Lender remain as applicable to it as an existing
Lender for the purposes of the Agreement.5.
    
    This Increase Certificate takes effect as a deed notwithstanding that a party may execute it
under hand.6.
    
    This Increase Certificate has been executed and delivered as a deed on the date stated at the
beginning of this Increase Certificate and is governed by English law.
 122




---



##### 



THE SCHEDULE
 INCREASED COMMITMENT
 Executed as a deed by [Enel S.p.A / Enel Finance International S.A.]
          
 123




---



##### 



SCHEDULE 10
 FORM OF AVALES
 [l] Banco Avalista l l l l l l l l l l insertar detalles del poder
 AVALA
 l l l l Oferente l Oferta
 l l
  l
   l
 l l
 Banco Avalista
 124




---



##### 



English Translation
 (for information purposes only)
 GUARANTEE
 Guarantor Entity insert details of relevant power of attorney
  l Offeror insert number of shares Offer
  excusión, orden y división
 address
     Name of Issuing Entity
 125




---



##### 



SIGNATORIES
 THE COMPANY
 ENEL S.p.A.
 /s/
Claudio Machetti
    THE INTERNATIONAL BORROWER
 ENEL FINANCE INTERNATIONAL S.A.
 /s/
Fabrizio Vachez
    THE MANDATED LEAD ARRANGERS
 BANCO SANTANDER CENTRAL HISPANO, S.A.
 /s/
Romolo Walter Rossi
 BAYERISCHE HYPO-UND VEREINSBANK AG, MILAN BRANCH
 /s/ Federico Giordano
 INTESA SANPAOLO S.p.A.
 /s/ Marco
Longo
 126




---



##### 



MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.
 /s/ Romolo Walter Rossi and
Davide Bertone
 UBS LIMITED
 /s/ Christian Gerd Rothhardt and Paul Gibbon
 THE BOOKRUNNERS
 BANCO SANTANDER CENTRAL HISPANO, S.A.
  BAYERISCHE HYPO-UND VEREINSBANK AG MILAN BRANCH
  INTESA SANPAOLO S.p.A.
  MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.
  UBS LIMITED
  127




---



##### 



THE ISSUING ENTITY
 BANCO SANTANDER CENTRAL HISPANO, S.A.
 /s/ Romolo Walter Rossi
 THE AGENT
 MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.
 /s/ Romolo Walter Rossi and
Davide Bertone
    THE LENDERS
 BANCA
IMI  GRUPPO INTESA SANPAOLO S.p.A.
 /s/ Mario Piero and
Enrico Brivio
 BANCO SANTANDER CENTRAL HISPANO, S.A.
 /s/ Romolo Walter Rossi
 MEDIOBANCA  BANCA DI CREDITO FINANZIARIO S.p.A.
 /s/ Romolo Walter Rossi and
Davide Bertone
 128




---



##### 



UBS AG, LONDON BRANCH
 /s/ Christian Gerd Rothhardt
and Paul Derek Gibbon
 UNICREDITO ITALIANO S.p.A
 /s/ Federico Giordano
 129




---



##### 



CLARIFICATION
NOTICE
 From:
    
    ENEL S.p.A., ENEL FINANCE INTERNATIONAL S.A.To:
    
    Mediobanca  Banca di Credito Finanziario S.p.A. as AgentAtt.:
    
    Gaetano Pisani/ Gianluca PaganoFax:
    
    02 8829 847Dated:
    
    June 18, 2007
  Enel S.p.A. and Enel Finance International S.A.  Euro 35,000,000,000 Credit Facility Agreement
dated April 10, 2007 (the Agreement)
   th
 Yours faithfully/s/
Claudio MachettiClaudio MachettiAuthorised Signatory ofENEL S.p.A./s/
Gabriele FreaGabriele FreaAuthorised Signatory ofENEL FINANCE INTERNATIONAL S.A.




---



##### 



/s/
Davide Bertone and Gaetano PisaniDavide
Bertone and Gaetano Pisanifor and on behalf of
 Mediobanca  Banca di Credito Finanziario S.p.A,
 MILAN, 18 JUNE 2007




---



##### 



Notice of waiver requests and voluntary cancellation
 To:
    
    Mediobanca  Banca di Credito Finanziario S.p.A.Piazzetta Cuccia, 120121 Milanoas Agent under (and as such term is defined in) the Facility Agreement (as defined below)Att:
    
    Gaetano Pisani / Gianluca PaganoFax:
    
    02 8829 847From:
    
    Enel S.p.A. and Enel Finance International S.A. as BorrowersDate:
    
    June 18, 2007
  Enel S.p.A. and Enel Finance International S.A, 35,000,000,000 credit facility agreement dated 10
April 2007 (as amended from time to time, the Facility
Agreement)
  Introduction
 Bond
Issuance). Existing RCF).
  (Amendments and waivers)
 Waivers
  (a)
    
    Clause 9.8(a)(i):For the avoidance of doubt, it is agreed that the drawings under the
Existing RCF do not constitute Bank Raising and therefore result in a requirement to make a
mandatory prepayment of the Utilisations;(b)
    
    Clause 9.8(a)(ii):It is agreed that the Net Proceeds from the Bond Issuance are not required
to be used in mandatory prepayment of the Utilisations provided that the voluntary
cancellation referred to
below is made on or prior to the settlement date of the Bond Issuance and such Net Proceeds
are utilised in prepayment of drawings under the Existing RCF; and




---



##### 



(c)
    
    Clause 9.8(b):It is agreed that, following the voluntary cancellation referred to below, clause
9.8(b)(i) of the Facility Agreement shall be disregarded in calculating the Required
Percentage from the date of such cancellation (and, as such, the Required Percentage shall
be calculated in accordance with clauses 9.8(b)(ii)  (iv) (inclusive) of the Facility
Agreement). Provided that the foregoing shall not apply in case of a disposal of any Target
Shares or any shares or quotas in Bidco or JV Co that are owned by a
member of the Group.
 Voluntary Cancellation
 (Voluntary cancellation)
 (Voluntary cancellation)
   Yours faithfully/s/
Claudio MachettiClaudio Machettifor and on behalf ofEnel S.p.A./s/
Gabriele FreaGabriele Freafor and on behalf ofEnel Finance
International S.A.




---



##### 



Mediobanca- Banca di Credito Finanziario S.p.A.
 /s/ Davide Bertone and Gaetano Pisani
 MILAN 18 JUNE 2007