SC TO-T

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JRtyKdh/oFjduWMR1JdRAvDOEmymiVg4bds27fNKLEX5PHSIeXdqwPwiPGwYkQDG nKUGoABHFyiyphZAGYaCDA== 0000950123-07-010427.txt : 20070730 0000950123-07-010427.hdr.sgml : 20070730 20070730061955 ACCESSION NUMBER: 0000950123-07-010427 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20070730 DATE AS OF CHANGE: 20070730 GROUP MEMBERS: ACCIONA, S.A. GROUP MEMBERS: ENEL SOCIETA PER ANZIONI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDESA SA CENTRAL INDEX KEY: 0001046649 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-80961 FILM NUMBER: 071008015 BUSINESS ADDRESS: STREET 1: CALLE RIBERA DEL LOIRA 60 CITY: MADRID STATE: U3 ZIP: 28042 BUSINESS PHONE: 34-91-2131000 MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: STE 410 CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDESA SA CENTRAL INDEX KEY: 0001046649 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80961 FILM NUMBER: 071008016 BUSINESS ADDRESS: STREET 1: CALLE RIBERA DEL LOIRA 60 CITY: MADRID STATE: U3 ZIP: 28042 BUSINESS PHONE: 34-91-2131000 MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: STE 410 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enel Energy Europe S.r.l. CENTRAL INDEX KEY: 0001392182 IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: VIALE REGINA MARGHERITA, 137 CITY: ROME STATE: L6 ZIP: 00198 BUSINESS PHONE: 390683057378 MAIL ADDRESS: STREET 1: VIALE REGINA MARGHERITA, 137 CITY: ROME STATE: L6 ZIP: 00198 SC TO-T 1 u53191sctovt.htm SCHEDULE TO SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ENDESA, S.A.

(Name of Subject Company (issuer))

ACCIONA, S.A.

ENEL SOCIETÀ PER AZIONI

ENEL ENERGY EUROPE SOCIETÀ A RESPONSABILITÀ LIMITATA

(Name of Persons Filing Statement)

Ordinary shares, nominal value €1.20 each

American Depositary Shares, each representing one ordinary share

(Title of Class of Securities)

Ordinary Shares, ISIN ES0130670112

American Depositary Shares, CUSIP 00029258N-10-7, ISIN US29258N1072

(CUSIP and ISIN Numbers of Class of Securities)


Acciona, S.A. Avenida de Europa, 18 Empresarial La Moraleja, Alcobendas Madrid, Spain 28108 Attention: Jorge Vega-Penichet +34 91 663 2850		ENEL Società per Azioni Viale Regina Margherita 137 00198 Rome, Italy Attention: Department of Corporate Affairs +39 06830 52783

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)

With copies to:


Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Adam O. Emmerich (212) 403-1000		Simpson Thacher & Bartlett LLP One Ropemaker Street London EC2Y 9HU Attention: Michael Wolfson +44 207 275 6500

Calculation of Filing Fee


Transaction Valuation⁽¹⁾	Amount of Filing Fee⁽²⁾
8,919,665,524.10		273,834


o	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N.A		Filing Party: N.A.
Form or Registration No.: N.A		Date Filed: N.A.


o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

þ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:


(1)		Estimated solely for the purpose of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the transaction valuation is calculated by multiplying 161,989,074, which is the estimate of the number of ordinary shares of Endesa, S.A. (including ordinary shares represented by American depositary shares of Endesa, S.A.) subject to the U.S. offer, by the offer price of €40.16 in cash for each ordinary share of Endesa, S.A. and each American depositary share of Endesa, S.A., converted into U.S. dollars based on the exchange rate expressed in U.S. dollars per euro of $1.3711 = €1.00, the Federal Reserve Bank of New York noon buying rate on July 25, 2007.

(2)		Calculated at $30.70 per $1,000,000.00 of the transaction valuation. The amount of the filing fee was sent via wire transfer on July 26, 2007.

This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the joint tender offer by Acciona, S.A. (“Acciona”), a Spanish corporation, and Enel Energy Europe S.r.L. (“EEE” and, together with Acciona, the “Offerors”), an Italian limited liability company and a wholly-owned subsidiary of ENEL S.p.A. (“ENEL”), an Italian corporation, to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”) and American depositary shares, each representing one ordinary share (the “ADSs”, and, together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), pursuant to, and upon the terms and conditions set forth in the offer to purchase in the United States dated July 30, 2007 (the “U.S. Offer”). The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

As permitted by General Instruction F to the Schedule TO, the information set forth in the Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal and the Notice of Guaranteed Delivery, copies of which are attached hereto as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C) and (a)(1)(D), respectively, is hereby expressly incorporated by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.


Item 10.	*Financial Statements*

Not applicable.


Item 12.	*Exhibits*


Exhibit		Description

	(a)(1)(A)	Offer to Purchase dated July 30, 2007
	(a)(1)(B)	Form of Share Form of Acceptance
	(a)(1)(C)	Form of ADS Letter of Transmittal
	(a)(1)(D)	Form of Notice of Guaranteed Delivery
	(a)(1)(E)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	(a)(1)(F)	Form of Letter to Holders of American Depositary Shares
	(a)(1)(G)	Form of Letter to Financial Intermediaries and Custodians
	(a)(1)(H)	Form of Letter to Holders of Ordinary Shares
	(a)(1)(I)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
	(a)(5)(A)	Joint press release of ENEL S.p.A. and Acciona, S.A. dated April 11, 2007, announcing the tender offer (previously filed as Exhibit 99.46 to Amendment No. 18 to the statement on Schedule 13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(a)(5)(B)	Current report filed on April 11, 2007 by Enel Energy Europe S.r.L. and Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV regarding the joint tender offer (previously filed as Exhibit 99.44 to Amendment No. 18 to the statement on Schedule 13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(a)(5)(C)	Current report filed on April 11, 2007 by Enel Energy Europe S.r.L. and Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV regarding the bank guarantees filed with the CNMV for the joint tender offer (previously filed as Exhibit 99.45 to Amendment No. 18 to the statement on Schedule 13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(a)(5)(D)	Press release of ENEL S.p.A. dated April 19, 2007, announcing that seven more banks have joined the financing for the joint tender offer for Endesa, S.A (previously filed as Exhibit 99.24 to the statement on Schedule TO-C filed on April 11, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(E)	Press release of Acciona, S.A. dated April 24, 2007, reasserting the legality of its actions in connection with the proposed tender offer for Endesa (previously filed as Exhibit 99.47 to Amendment No. 19 to the statement on Schedule 13D filed on April 26, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(a)(5)(F)	Press release of ENEL S.p.A. dated April 27, 2007, announcing that the Spanish energy regulatory authority, Comisión Nacional de Energía, authorized Enel Energy Europe S.r.L. to acquire up to 24.99% of the share capital of Endesa, S.A. (previously filed as Exhibit 99.27 to the statement on Schedule TO-C filed on April 27, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(G)	Press release of ENEL S.p.A. dated May 3, 2007, announcing the request for authorization from the Spanish Comisión Nacional del Mercado de Valores — CNMV to acquire the shares tendered from Endesa, S.A. resulting from the joint tender offer (previously filed as Exhibit 99.28 to the statement on Schedule TO-C filed on May 3, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(H)	Current report filed on May 3, 2007 by ENEL S.p.A. and Acciona S.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV regarding the request for authorization to acquire the shares tendered from Endesa, S.A. resulting from the joint tender offer (previously filed as Exhibit 99.29 to the statement on Schedule TO-C filed on May 3, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)


Exhibit		Description

	(a)(5)(I)	English translation of the current report filed on May 17, 2007 by ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV announcing the authorization from the Spanish Cabinet of Ministers to exercise voting rights to the maximum of 24.99% of the share capital of Endesa, S.A. (previously filed as Exhibit 99.32 to the statement on Schedule TO-C filed on May 17, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(J)	Press release of ENEL S.p.A. dated May 17, 2007, announcing the authorization from the Spanish Cabinet of Ministers to exercise voting rights to a maximum of 24.99% of the share capital of Endesa, S.A. (previously filed as Exhibit 99.33 to the statement on Schedule TO-C filed on May 17, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(K)	English translation of the current report filed on June 1, 2007 by ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV announcing the termination of the share swap transactions with UBS Limited and Mediobanca — Banca di Credito Finanziario S.p.A. (previously filed as Exhibit 99.38 to Amendment No. 13 to the statement on Schedule 13D filed on June 1, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(L)	Press release of ENEL S.p.A. dated June 1, 2007, announcing the termination of the share swap transactions with UBS Limited and Mediobanca — Banca di Credito Finanziario S.p.A. (previously filed as Exhibit 99.39 to Amendment No. 13 to the statement on Schedule 13D filed on June 1, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(M)	Current report filed on June 11, 2007 by ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores announcing deposit with the Madrid Mercantile Registry of regulations relating to the free transferability of ordinary shares of Endesa S.A. by ENEL S.p.A. and Acciona S.A. (previously filed as Exhibit 99.40 to Amendment No. 15 to the statement on Schedule 13D, filed on June 11, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(N)	Press release of ENEL S.p.A. dated June 11, 2007, announcing deposit of covenants regarding the free transferability of ordinary shares of Endesa S.A. by ENEL S.p.A. and Acciona S.A. (previously filed as Exhibit 99.41 to Amendment No. 15 to the statement on Schedule 13D, filed on June 11, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(O)	Current report filed on July 2, 2007 by Acciona, S.A and ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV relating to notification regarding the reduction of consideration being offered in the proposed joint tender offer by Acciona, S.A. and Enel Energy Europe S.r.L. for the ordinary shares, including ordinary shares represented by ADSs, from €41.30 per ordinary share to €40.16 per ordinary share to reflect the €1.14 per ordinary share dividend that Endesa general shareholders meeting approved on June 20, 2007 (previously filed as Exhibit 99.50 to Amendment No. 23 to the statement on Schedule 13D filed on July 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(a)(5)(P)	Press release of ENEL S.p.A. dated July 2, 2007 regarding the reduction of consideration being offered in the proposed joint tender offer by Acciona and Enel Energy Europe S.r.L. for the ordinary shares, including ordinary shares represented by ADSs, from €41.30 per ordinary share to €40.16 per ordinary share to reflect the €1.14 per ordinary share dividend that Endesa general shareholders meeting approved on June 20, 2007 (previously filed as Exhibit 99.43 to Amendment No. 16 to the statement on Schedule 13D filed on July 2, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(Q)	Current report filed on July 5, 2007 by ENEL S.p.A. and Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores — CNMV announcing approval by the European Commission of the acquisition of joint control through a public takeover bid for Endesa, S.A. by ENEL S.p.A. and Acciona, S.A. (previously filed as Exhibit 99.46 to Amendment No. 17 to the statement on Schedule 13D filed on July 5, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(R)	Press release of ENEL S.p.A. dated July 5, 2007 announcing approval by the European Commission of the acquisition of joint control through a public takeover bid for Endesa, S.A. by ENEL S.p.A. and Acciona, S.A. (previously filed as Exhibit 99.47 to Amendment No. 17 to the statement on Schedule 13D filed on July 5, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(S)	Joint press release of ENEL S.p.A. and Acciona, S.A. dated July 25, 2007 announcing approval by the Spanish Comisión Nacional del Mercado de Valores to launch a joint tender offer for Endesa, S.A. (previously filed as Exhibit 99.48 to Amendment No. 19 to the statement on Schedule 13D filed on July 25, 2004 by ENEL S.p.A and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(T)	Current report filed on July 27, 2007 by ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores announcing the authorization by the Spanish Cabinet of Ministers for Enel Energy Europe S.r.L. to exercise its voting rights over all the ordinary shares and ADSs of Endesa, S.A. acquired in the joint tender offer with Acciona, S.A. (previously filed as Exhibit 99.49 to Amendment No. 20 to the statement on Schedule 13D filed on July 27, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)


Exhibit		Description

	(a)(5)(U)	Press release of ENEL S.p.A. dated July 27, 2007 announcing the authorization by the Spanish Cabinet of Ministers for Enel Energy Europe S.r.L. to exercise its voting rights over all the ordinary shares and ADSs of Endesa, S.A. acquired in the joint tender offer with Acciona, S.A. (previously filed as Exhibit 99.50 to Amendment No. 20 to the statement on Schedule 13D filed on July 27, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(a)(5)(V)	Joint press release of Acciona, S.A. and ENEL S.p.A. dated July 30, 2007 announcing the commencement of the joint tender offer
	(a)(5)(W)	English translation of the content of the Endesa offer section of the website www.enel.com
	(a)(5)(X)	English translation of the content of the Endesa offer section of the website www.acciona.es
	(a)(5)(Y)	Form of Summary Advertisement, published in the Wall Street Journal on July 30, 2007
	(b)(1)	English Translation of the €1,800,000,000 Syndicated Credit Facility among Acciona, S.A., The Royal Bank of Scotland, plc, Banco Santander Central Hispano, S.A., Banco Bilbao Vizcaya Argentaria, S.A., Caylon, Spanish Branch and Natixis S.A., Spanish Branch dated April 11, 2007
	(b)(2)	€35,000,000,000 Credit Facility Agreement among ENEL S.p.A., Enel Finance International S.A., Banco Santander Central Hispano, S.A., Bayerische Hypo-und Vereinsbanks AG, Milan Branch, Intesa Sanpaolo S.p.A., Mediobanca — Banca di Credito Finanziario S.p.A. and UBS Limited dated April 10, 2007 (previously filed as Exhibit 99.31 to Amendment No. 9 to the statement on Schedule 13D filed on April 13, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)
	(d)(1)	English Translation of Agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007, regarding the development of a joint ownership project for Endesa, S.A. (previously filed as Exhibit 10.16 to Amendment No. 15 to the statement on Schedule 13D filed on March 28, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(d)(2)	English Translation of Amendment, dated April 2, 2007, to the Agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007, regarding the development of a joint ownership project for Endesa, (previously filed as Exhibit 10.18 to Amendment No. 16 to the statement on Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(d)(3)	Agreement by and among ENEL S.p.A., Acciona, S.A. and E.ON AG, dated April 2, 2007 (previously filed as Exhibit 10.17 to Amendment No. 16 to the statement on Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. with respect to Shares and the ADSs and incorporated herein by reference)
	(d)(4)	Confidentiality Agreement dated June 15, 2007, between Acciona, S.A. and Endesa, S.A. (previously filed as Exhibit 10.19 to Amendment No. 23 to the statement on Schedule 13D filed on July 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
	(d)(5)	Confidentiality Agreement dated June 15, 2007, between Enel S.p.A. and Endesa, S.A. (previously filed as Exhibit 99.44 to Amendment No. 16 to the statement on Schedule 13D filed on July 2, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Acciona, S.A.


	By:	/s/ Jorge Vega Penichet

Name: Jorge Vega Penichet


	Title:	Company Secretary

ENEL Società per Azioni


	By:	/s/ Fulvio Conti

Name: Fulvio Conti


	Title:	Chief Executive Officer

Enel Energy Europe Società a Responsabilità Limitata


	By:	/s/ Claudio Machetti

Name: Claudio Machetti


	Title:	Director

Dated: July 30, 2007

EX-99.A.1.A 2 u53191exv99waw1wa.htm EX-99.A.1.A: OFFER TO PURCHASE EX-99.A.1.A

U.S. OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING ORDINARY SHARES AND ADSs

ENDESA, S.A.

FOR

€40.16 PER ORDINARY SHARE AND PER ADS

ACCIONA, S.A.

AND

ENEL ENERGY EUROPE, S.r.L.

A WHOLLY OWNED SUBSIDIARY OF

ENEL S.p.A.

This Offer to Purchase and withdrawal rights will expire at 6:00 p.m., New York City time, on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe, S.r.L. extend the U.S. Offer or unless it lapses or is withdrawn.

Acciona and Enel Energy Europe are offering to acquire, upon the terms and conditions set forth in this Offer to Purchase, all outstanding ordinary shares and ADSs of Endesa, S.A. Acciona and Enel Energy Europe are also making a separate and concurrent offer for the ordinary shares of Endesa in Spain.

This Offer to Purchase is open to all holders of Endesa ordinary shares who are resident in the United States and to all holders of Endesa ADSs, wherever located. The separate Spanish Offer is open to all holders of Endesa ordinary shares, whether resident in Spain or outside of Spain, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in the Spanish Offer. This Offer to Purchase relates only to the U.S. Offer.

The U.S. Offer and the Spanish Offer are conditioned on receipt in the U.S. Offer and the Spanish Offer of valid tenders not withdrawn at the expiration of the U.S. Offer and the Spanish Offer of Endesa ordinary shares (including Endesa ordinary shares represented by Endesa ADSs), which together with the 487,116,120 Endesa ordinary shares already directly or indirectly held by Acciona and Enel Energy Europe, represent more than 50% of the share capital of Endesa (529,376,059 ordinary shares). The U.S. Offer and the Spanish Offer are also conditioned upon modifications being made to the articles of association of Endesa regarding limitations to the voting rights, and requirements and qualifications applicable to the members of the board of directors. In addition, the U.S. Offer is conditioned on the completion of the Spanish Offer. See Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase.

Questions and requests for assistance may be directed to Georgeson, the Information Agent, at its telephone number or address set forth on the last page of this Offer to Purchase. Additional copies of this Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may also be obtained from the Information Agent.

The U.S. Dealer Manager for the U.S. Offer is:

The U.S. Tender Agent for the U.S. Offer is:

The Information Agent for the U.S. Offer is:

The date of this Offer to Purchase is July 30, 2007.

TABLE OF CONTENTS


		PAGE
Introduction			1

SECTION

1.	Dual Offer Structure		2
2.	Relief Requested and Received from U.S. and Spanish Tender Offer Rules		2
3.	Consideration		6
4.	Extension, Variation or Change in the U.S. Offer		7
5.	Conditions to the U.S. Offer		7
6.	Acceptance for Payment and Payment		10
7.	Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs		10
8.	Withdrawal Rights		14
9.	Endesa’s Ordinary Shares and ADSs		15
10.	Price Range of Endesa’s Ordinary Shares and ADSs		16
11.	Effect of the Offers on the Market for the Ordinary Shares and ADSs; Stock Exchange Listings; Exchange Act Registration; U.S. Margin Regulations		16
12.	Certain Information Concerning Endesa		17
13.	Certain Information Concerning Acciona, EEE and ENEL		18
14.	Background of the Offers; Contacts with Endesa		25
15.	Purpose of the Offers; Plans for the Company		27
16.	Source and Amount of Funds		33
17.	Material U.S. Federal and Spanish Income Tax Consequences of the U.S. Offer		38
18.	Legal Matters; Required Antitrust and Other Regulatory Approvals		42
19.	Certain Fees and Expenses		47
	SCHEDULE 1 Information concerning the directors and executive officers of Acciona and directors and executive officers of ENEL and EEE
	SCHEDULE 2 Information concerning interests held, directly or indirectly, by Acciona Group and the ENEL Group, in the share capital of Endesa

(ii)

SUMMARY TERM SHEET

Background

Acciona, S.A., a Spanish corporation (which is referred to as “Acciona”) and Enel Energy Europe S.r.L. (which is referred to as “EEE” and, together with Acciona, the “Offerors”), an Italian limited liability company and a wholly owned subsidiary of ENEL S.p.A., an Italian corporation (which is referred to as “ENEL”), are offering to acquire all the outstanding ordinary shares, par value €1.20 per share (which are referred to as the “ordinary shares”), and American depositary shares, each representing one (1) ordinary share (which are referred to as the “ADSs” and, together with the ordinary shares, as the “Endesa securities”) of Endesa, S.A., a Spanish corporation (which is referred to as “Endesa”), pursuant to, and upon the terms and conditions set forth in, this Offer to Purchase in the United States (which is referred to as the “U.S. Offer”). The Offerors are also making a separate, concurrent Spanish offer (which is referred to as the “Spanish Offer” and, together with the U.S. Offer, as the “Offers”) for the ordinary shares.

The U.S. Offer is open to all holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located.

On April 11, 2007, the Offerors announced their intent to make an offer to acquire all the ordinary shares and ADSs for €41.30 in cash (without interest) less the amount equivalent to any gross dividend or other distribution distributed per ordinary share between April 11, 2007 and the date of acceptance for payment under the Offers. On July 2, 2007, Endesa distributed a dividend of €1.14 per ordinary share. Consequently, the offer price under this Offer to Purchase is €40.16 in cash per ordinary shares and €40.16 in cash per ADS, in each case, without interest and reduced by an amount equivalent to any gross dividend or other distribution distributed per ordinary share paid by Endesa prior to the acceptance for payment of Endesa securities tendered under the U.S. Offer. See Section 3 (“Consideration”) of this Offer to Purchase.

Questions and Answers

The following are some of the questions that you, as a shareholder of Endesa, may have and the answers to those questions. This summary term sheet is not meant to be a substitute for the information contained in this Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal or the Notice of Guaranteed Delivery. Therefore, the Offerors urge you to carefully read this entire Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal and the Notice of Guaranteed Delivery prior to making any decision regarding whether or not to tender your ordinary shares and ADSs. Cross-references are included in this summary term sheet to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned in this summary term sheet.


Q:	Who is offering to buy my Endesa securities?

The U.S. Offer is being made by Acciona and EEE. Acciona is a Spanish corporation, engaged in the development and management of infrastructure and real estate projects, provision of transport, urban and environmental services, and development and operation of renewable energy facilities. EEE is an Italian limited liability company and a wholly owned subsidiary of ENEL, an Italian corporation active in the power business.


Q:	What Endesa securities are the Offerors seeking to acquire?


A:	The Offerors are offering to buy all the outstanding ordinary shares and ADSs of Endesa in exchange for cash. The Offerors are conducting two separate, concurrent offers: (1) the U.S. Offer and (2) the Spanish Offer. This Offer to Purchase relates to the U.S. Offer, which is open to all holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located.

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Q:	What would I receive in exchange for my ordinary shares or ADSs?


A:	The Offerors are offering to pay the offer price in cash, without interest, for each ordinary share and each ADS validly tendered in the U.S. Offer and not withdrawn.

The cash consideration paid in the U.S. Offer to tendering holders of ordinary shares and ADSs will, to the extent practicable, be converted into U.S. dollars on the day that it is received by The Bank of New York, the U.S. Tender Agent, at the then prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ordinary shares and ADSs. Thus, at the time that you tender your Endesa securities, you will not be able to determine the exact U.S. dollar amount of the cash consideration you will receive in the U.S. Offer.

As described in Section 3 (“Consideration”) of this Offer to Purchase, the offer price will be reduced by an amount equivalent to the gross amount of any dividend or other distribution per ordinary share paid by Endesa prior to the acceptance for payment of Endesa securities tendered under the U.S. Offer.


Q:	Can I choose the currency of the cash that I receive?


A:	If you accept the U.S. Offer for the ordinary shares and ADSs, the consideration that you will receive for your ordinary shares or ADSs will be paid in U.S. dollars. Any expenses that the U.S. Tender Agent will incur in converting the cash consideration into U.S. dollars will be deducted from the cash consideration to be paid in the U.S. Offer.


Q:	How does the U.S. Offer compare with prices of ordinary shares and ADSs before the announcement of the Offers?


A:	The offer price of €40.16 per ordinary share and ADS represents a premium (discount) of:


	•	116.4% (138.1% taking into account the dividends paid by Endesa in January 2006, July 2006, January 2007 and July 2007) to the closing price of €18.56 per ordinary share on September 2, 2005, the last business day prior to the announcement by Gas Natural SDG, S.A. confirming that it was making an offer for Endesa, and 116.2% (137.9% taking into account the dividends paid by Endesa in January 2006, July 2006, January 2007 and July 2007) to the closing price of $23.29 per ADS on that date (based on an exchange rate expressed in U.S. dollars per euro of $1.2538 = €1.00, which was the Federal Reserve Bank of New York noon buying rate on September 2, 2005);

	•	57.6% (72.3% taking into account the dividend paid by Endesa in July 2006, January 2007 and July 2007) to the closing price of €25.48 per ordinary share on February 20, 2006, the last business day prior to the announcement that E.ON Zwölfte Verwaltungs GmbH had filed an offer for Endesa, and 60.2% (75.1% taking into account the dividend paid by Endesa in July 2006, January 2007 and July 2007) to the closing price of $29.84 per ADS on February 17, 2006, the last business day in New York prior to the announcement that E.ON Zwölfte Verwaltungs GmbH had filed an offer for Endesa (based on an exchange rate expressed in U.S. dollars per euro of $1.1906 = €1.00, which was the Federal Reserve Bank of New York noon buying rate on February 17, 2006);

	•	3.9% (6.9% taking into account the dividends paid by Endesa in July 2007) to the closing price of €38.65 per ordinary share on March 23, 2007, the last business day prior to the announcement of the agreement between Acciona, Finanzas Dos, S.A. (which is referred to as “Finanzas”), EEE and ENEL relating to Endesa dated March 26, 2007 and amended on April 2, 2007 (which is referred to as the “ENEL-Acciona Agreement”), and 4.5% (7.5% taking into account the dividends paid by Endesa in July 2007) to the closing price of $51.39 per ADS on that date (based on an exchange rate expressed in U.S. dollars per euro of $1.3302 = €1.00, which was the Federal Reserve Bank of New York noon buying rate on March 23, 2007); and

	•	125.2% (147.9% taking into account the dividends paid by Endesa in January 2006, July 2006, January 2007 and July 2007) to the average closing price of €17.83 per ordinary share over the six months preceding

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		September 2, 2005 and 125.5% (148.2% taking into account the dividends paid by Endesa in January 2006, July 2006, January 2007 and July 2007) to the average closing price of $22.36 per ADS over the same period (based on an exchange rate expressed in U.S. dollars per euro of $1.2554 = €1.00, which was the average of the Federal Reserve Bank of New York noon buying rates on the dates within that period).


		For details on the consideration under the U.S. Offer, see Section 3 (“Consideration”) of this Offer to Purchase. For a summary of the historical prices of ordinary shares and ADSs and information on Endesa dividends, see Section 10 (“Price Range of Endesa’s Ordinary Shares and ADSs”) of this Offer to Purchase.


Q:	Do the Offerors have the financial resources to make payment?

Yes. The U.S. Offer will be financed by means of a €1.8 billion credit facility, under which Acciona is the borrower and a €35 billion credit facility, under which ENEL and a financing subsidiary of ENEL are the borrowers. On June 18, 2007 the aggregate principal amount available under the €35 billion credit facility was reduced by €5 billion to €30 billion. Under the ENEL-Acciona Agreement, the Offerors have agreed to allocate a fixed number of Endesa securities tendered under the Offers equal to 42,079,382 to Acciona and all other Endesa securities tendered under the Offers to EEE, so that Acciona will acquire 42,079,382 Endesa securities in the Offers (but no more) and all other Endesa securities tendered in the Offers will be acquired by EEE.

The U.S. Offer is not conditioned on any financing arrangements. For more information, see Section 16 (“Source and Amount of Funds”) of this Offer to Purchase.


Q:	How do I accept the U.S. Offer?


A:	If you are a holder of ordinary shares through a custodian, such as a broker, bank or trust company, to accept the U.S. Offer you must:


	•	complete and sign the enclosed Share Form of Acceptance and send it to the U.S. Tender Agent; and

	•	instruct your custodian to transfer your ordinary shares to the U.S. Tender Agent’s custodian account in Spain,

in each case before the expiration of the acceptance period.


	If you have not yet received instructions from your custodian, you may contact Georgeson, the Information Agent, at the address and telephone number provided on the last page of this Offer to Purchase or you may contact your custodian directly.

If you are a holder of ADSs in certificated form, to accept the U.S. Offer you must deliver your American Depositary Receipts (which are referred to as “ADRs”) evidencing your ADSs, together with a completed and signed ADS Letter of Transmittal, to the U.S. Tender Agent along with any other required documents. If your ADSs are held through a custodian, such as a broker, bank or trust company, your custodian can tender your ADSs through The Depository Trust Company.

If you cannot complete the tender of your Endesa securities in the manner described above on a timely basis, you may nevertheless be able to tender your Endesa securities by following the procedures for guaranteed delivery.

For more information, see Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of this Offer to Purchase.


Q:	How long do I have to accept the U.S. Offer?

You will have until 6:00 p.m., New York City time, on October 1, 2007, to accept the U.S. Offer, unless the U.S. Offer is extended, lapses or is withdrawn. If you cannot complete the tender of your Endesa securities by that time, you may be able to gain more time by following the procedures for guaranteed delivery. The Offerors plan to extend the U.S. Offer if the Spanish Offer is extended. The Offerors do not currently plan to offer a subsequent offering period. For more information, see Section 4 (“Extension, Variation or Change in the U.S. Offer”) of this Offer to Purchase.

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Q:	Can the acceptance period of the U.S. Offer be extended?

Yes. The acceptance period of the U.S. Offer can be extended. Any extension of the acceptance period will be publicly announced in the manner required by U.S. law. For more information, see Section 4 (“Extension, Variation or Change in the U.S. Offer”) of this Offer to Purchase. In addition, because the U.S. Offer is conditioned upon the completion of the Spanish Offer, the Offerors intend to extend the U.S. Offer if the Spanish Offer is extended. Pursuant to Spanish law, the Spanish Offer may be extended by the Comisión Nacional del Mercado de Valores (which is referred to as the “CNMV”) to allow Endesa’s shareholders to adopt the resolutions upon which the Offers are conditioned at Endesa’s general shareholders’ meeting.

The Offerors do not currently plan to offer a subsequent offering period.


Q:	Can I withdraw my acceptance?

You may withdraw your tender of ordinary shares and ADSs pursuant to the U.S. Offer at any time before 6:00 p.m., New York City time, on October 1, 2007, the expiration time of the acceptance period (unless the U.S. Offer is extended, lapses or is withdrawn) by complying with the procedures described in Section 8 (“Withdrawal Rights”) of this Offer to Purchase. If the U.S. Offer is extended, you may withdraw your tendered ordinary shares and ADSs prior to the extended expiration of the acceptance period, which will be publicly announced.

For more information, see Section 8 (“Withdrawal Rights”) of this Offer to Purchase.


Q:	How do I withdraw my acceptance?


A:	To withdraw an acceptance of the U.S. Offer, you must deliver a written notice of withdrawal with the required information to the U.S. Tender Agent while you still have the right to withdraw the ordinary shares or ADSs.

For more information, see Section 8 (“Withdrawal Rights”) of this Offer to Purchase.


Q:	Will I have to pay any fees or commissions?

If you are the registered owner of your ordinary shares or ADSs and you accept the U.S. Offer, you will not have to pay brokerage fees or similar commissions. However, if you own your ordinary shares or ADSs through a broker or other nominee, and your broker accepts the U.S. Offer on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.


Q:	If I accept the U.S. Offer, when will I be paid?

If the conditions to the U.S. Offer are waived or satisfied and the Offerors consummate the U.S. Offer and accept your ordinary shares and ADSs for payment, pursuant to Spanish practice you will receive payment for the ordinary shares and ADSs that you tendered promptly following the expiration of the acceptance period of the U.S. Offer, which is expected to be approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

For more information, see Section 6 (“Acceptance for Payment and Payment”) of this Offer to Purchase.


Q:	Will I be taxed on the cash that I receive?

The receipt of cash in exchange for ordinary shares or ADSs pursuant to the U.S. Offer will be a taxable transaction for U.S. federal income tax purposes. In general, the receipt of cash by a U.S. Holder (as defined in Section 17 (“Material U.S. Federal and Spanish Income Tax Consequences of the U.S. Offer”) of this Offer to Purchase) in exchange for ordinary shares or ADSs will cause such U.S. Holder to recognize gain or loss measured by the difference, if any, between the cash received in the U.S. Offer and such U.S. Holder’s adjusted tax basis in its ordinary shares or ADSs. In general, a Non-U.S. Holder (as defined in Section 17 (“Material U.S. Federal and Spanish Income Tax Consequences of the U.S. Offer”) of this Offer to Purchase) of ordinary

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	shares or ADSs will not be subject to U.S. federal income tax in respect of the consideration received in the U.S. Offer, unless such Non-U.S. Holder has certain connections to the United States.

The receipt of cash in exchange for ordinary shares or ADSs pursuant to the U.S. Offer will be a taxable transaction for Spanish income tax purposes. In general, Spanish resident and non-resident holders of ordinary shares or ADSs will recognize capital gain or loss in respect of their ordinary shares or ADSs in an amount equal to the difference, if any, between the Spanish tax basis in their ordinary shares or ADSs and the offer consideration. Generally, a holder that is a non-resident for Spanish income tax purposes will not be taxed in Spain if such holder is resident in a country that has entered into an income tax treaty with Spain, including the United States, and provides certain documentation establishing its entitlement to an exemption under such income tax treaty.

Holders of ordinary shares or ADSs should consult their own tax advisors to determine the particular tax consequences to them, including the U.S. federal, state, local, Spanish and other tax consequences, of the U.S. Offer. For more information regarding the material U.S. federal and Spanish income tax consequences of the U.S. Offer, see Section 17 (“Material U.S. Federal and Spanish Income Tax Consequences of the U.S. Offer”) of this Offer to Purchase.


Q:	What are the conditions to the U.S. Offer?


A:	The U.S. Offer is subject to the following conditions:


	•	receipt in the U.S. Offer and the Spanish Offer of valid tenders not withdrawn at the expiration of the U.S. Offer and the Spanish Offer of ordinary shares (including ordinary shares represented by ADSs), which together with the 487,116,120 ordinary shares already directly or indirectly held by the Offerors represent more than 50% of Endesa’s share capital (529,376,059 ordinary shares);

	•	certain modifications being made to Endesa’s articles of association regarding limitations to the voting rights, and requirements and qualifications applicable to the members of the board of directors; and

	•	the completion of the Spanish Offer.

See Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase for more information.


Q:	What happens if the minimum tender condition is not satisfied?

If the number of the ordinary shares (including ordinary shares represented by ADSs) tendered and not withdrawn in the U.S. Offer and the Spanish Offer together with the 487,116,120 ordinary shares already directly or indirectly held by the Offerors represents 50% or less of Endesa’s share capital, the minimum tender condition will not have been satisfied and the Offerors will not be obligated to complete the Offers. However, the Offerors may decide to reduce or waive the minimum tender condition and accept the tendered ordinary shares and ADSs for payment.

The Offerors intend to determine whether or not to reduce or waive the minimum tender condition no later than the day after the CNMV’s notification to the Offerors of the anticipated number of acceptances of the Offers. The CNMV notification will be made no later than eight Spanish business days after the expiration date of the Spanish Offer. However, the Offerors will only reduce or waive the minimum tender condition if they have made the announcement and complied with the other procedures described in more detail in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase.


Q:	Why are there two separate Offers?


A:	The Offerors’ primary objective in proposing the dual offer structure is to satisfy various U.S. and Spanish legal and regulatory requirements that would otherwise be in conflict.


	•	The U.S. Offer will be conducted in accordance with the U.S. federal securities laws, including Regulation 14D and Regulation 14E promulgated under the U.S. Securities Exchange Act of 1934, as amended (which is referred to as the “Exchange Act”), except to the extent of the no-action and exemptive relief

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		granted by the U.S. Securities and Exchange Commission (which is referred to as the “SEC”) as described in Section 2 (“Relief Requested and Received from U.S. and Spanish Tender Offer Rules”) of this Offer to Purchase.


	•	The Spanish Offer will be conducted in accordance with the provisions of Act 24/1988, of 28 July, on the Securities Market; the Spanish Royal Decree 1197/1991, of 26 July, on Public Tender Offers for Securities (which is referred to as the “Decree on Tender Offers”); and other applicable Spanish legislation.


Q:	What are the principal differences between the U.S. Offer and the Spanish Offer?


A:	The Offerors have structured the Offers such that the procedural terms of the Offers will be as equivalent as practicably possible, given the differences between U.S. and Spanish law and practice. However, there are some differences between the Offers:


	•	The U.S. Offer is open to all holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located. The Spanish Offer is open to all holders of ordinary shares whether resident in Spain or outside of Spain, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in the Spanish Offer.

	•	Subject to certain exemptive relief granted by the SEC, the U.S. Offer will allow the withdrawal of tendered Endesa securities in accordance with U.S. law. The Spanish Offer generally does not allow withdrawal of tendered ordinary shares, subject to certain exceptions described in Section 8 (“Withdrawal Rights”) of this Offer to Purchase. Accordingly, if you tender your ordinary shares in the Spanish Offer, you will not have the withdrawal rights available for Endesa securities tendered in the U.S. Offer.

	•	If you tender your ordinary shares or ADSs in the U.S. Offer you will receive the U.S. dollar equivalent of the cash consideration that will be paid in euros in the Spanish Offer, less any expenses that the U.S. Tender Agent will incur in converting the cash consideration into U.S. dollars. The cash consideration paid in the U.S. Offer to tendering holders of ordinary shares and ADSs will, to the extent practicable, be converted into U.S. dollars on the day that it is received by The Bank of New York, the U.S. Tender Agent, at the then prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ordinary shares and ADSs. Thus, at the time that you tender your Endesa securities, you will not be able to determine the exact U.S. dollar amount of the cash consideration you will receive in the U.S. Offer.

	•	The U.S. Offer is conditioned on the completion of the Spanish Offer. However, the Spanish Offer is not conditioned on the completion of the U.S. Offer.

	•	If the offer period under the U.S. Offer is extended beyond the expiration of the offer period under the Spanish Offer, holders of Endesa securities tendering into the U.S. Offer may receive payment after holders of ordinary shares tendering into the Spanish Offer.

	•	Pursuant to mandatory Spanish legal requirements, the Offerors have arranged bank guarantees of its payment obligations under the Spanish Offer. Those guarantees do not cover the Offerors’ payment obligations under the U.S. Offer.

For more information, see Section 1 (“Dual Offer Structure”) of this Offer to Purchase.


Q:	Who may participate in the U.S. Offer?


A:	The U.S. Offer is open to all holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located.

For the purpose of this Offer to Purchase, the following persons are deemed to be persons resident in the United States:


	•	natural persons resident in the United States;

	•	any partnership or corporation organized or incorporated under the laws of the United States;

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	•	any estate of which any executor or administrator is a U.S. person;

	•	any trust of which any trustee is a U.S. person;

	•	any agency or branch of a foreign entity located in the United States;

	•	any non-discretionary or similar account (other than an estate or trust) held by a fiduciary, such as a dealer, for the benefit or account of a U.S. person;

	•	any discretionary or similar account (other than an estate or trust) held by a fiduciary, such as a dealer, which is organized or resident in the United States; and

	•	any partnership or corporation that is organized under the laws of any foreign country and formed by a U.S. person for the principal purpose of investing in securities that are not registered under the U.S. Securities Act of 1933, as amended (which is referred to as the “Securities Act”) (unless the partnership or corporation is organized and owned by “accredited investors” (as defined in SEC Rule 501 under the Securities Act) who are not natural persons, estates or trusts).

If you are resident outside the United States and hold ordinary shares, you are not permitted to tender those ordinary shares in the U.S. Offer, though you may tender your ADSs in the U.S. Offer.


Q:	If I decide not to accept, how will the Offers affect my Endesa securities?


A:	If you do not tender your ordinary shares and ADSs before the expiration of the acceptance period, you will retain ownership of your ordinary shares and ADSs.

As of the date of this Offer to Purchase, the Offerors intend for the ordinary shares and ADSs to continue to be listed on the stock exchanges where they currently trade. However, the purchase of the ordinary shares and the ADSs pursuant to the Offers will reduce the number of ordinary shares and ADSs that might otherwise trade publicly and, depending on the number of ordinary shares and ADSs purchased, could adversely affect the liquidity and market value of the remaining ordinary shares and ADSs held by the public.

It is possible that the ordinary shares and/or ADSs will fail to meet the criteria for continued listing on the Spanish, Chilean or U.S. stock exchanges. If this were to happen, the ordinary shares and/or ADSs could be delisted from one or more of these exchanges by action taken by the relevant exchange. In addition, the Offerors may apply for the delisting of the Endesa securities from one or more of these stock exchanges if Endesa fails to meet adequate dissemination, frequency or trading volume requirements for the applicable exchange. If Endesa’s ADSs were delisted in the United States, the Offerors expect they would seek to deregister the ordinary shares and ADSs under the Exchange Act if the applicable requirements are met.

If Endesa were no longer listed on Spanish stock exchanges, it would cease to be bound by Spanish corporate governance rules and recommendations as well as other rules of the Spanish securities regulatory authorities. If Endesa were no longer listed on the New York Stock Exchange (which is referred to as “NYSE”), it would cease to be bound by certain listing requirements, including the requirement for Endesa to maintain an audit committee composed of only independent directors.

If the ordinary shares and ADSs were deregistered under the Exchange Act, then among other things Endesa would cease to be required to comply with U.S. periodic reporting requirements and other rules governing publicly held companies in the United States and Endesa’s ADSs and ordinary shares may no longer constitute “margin securities.”

For more information, see Section 11 (“Effect of the Offers on the Market for the Ordinary Shares and ADSs; Stock Exchange Listings; Exchange Act Registration; U.S. Margin Regulations”) of this Offer to Purchase.


Q:	What is the recommendation of Endesa’s board of directors?


A:	As of the date of this Offer to Purchase, Endesa has not made any formal recommendation to its shareholders as to whether it recommends acceptance or rejection of the Offers.

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Q:	Do the Offerors currently own any Endesa securities?


A:	Yes. Acciona owns directly and through its wholly owned subsidiary Finanzas, 222,714,523 ordinary shares. EEE currently owns 264,401,597 ordinary shares. Together, Acciona and EEE beneficially own 46.01% of the ordinary shares (based on 1,058,752,117 ordinary shares outstanding according to Endesa’s annual report on Form 20-F filed with the SEC on June 1, 2007).


Q:	Who can answer questions I might have about the U.S. Offer?


A:	If you have any questions about the U.S. Offer, you should contact the Information Agent for the U.S. Offer at the telephone number shown on the last page of this Offer to Purchase.

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INTRODUCTION

Acciona and EEE are offering to acquire, upon the terms and conditions set forth herein, all the outstanding ordinary shares and ADSs of Endesa. The Offerors are also making a separate, concurrent offer for the ordinary shares in Spain.


	•	The U.S. Offer is open to all holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located.

	•	The Spanish Offer is open to all holders of ordinary shares, whether resident in Spain or outside Spain, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in the Spanish Offer.

This Offer to Purchase covers only the U.S. Offer.

The Offerors have structured the Offers such that the procedural terms of the Offers will be as equivalent as practicably possible, given the differences between U.S. and Spanish law and practice. However, there are some differences between the Offers, which are described in more detail in Section 1 (“Dual Offer Structure”) of this Offer to Purchase.

The U.S. Offer is subject to the following conditions:


	•	receipt in the U.S. Offer and the Spanish Offer of valid tenders not withdrawn at the expiration of the U.S. Offer and the Spanish Offer of ordinary shares (including ordinary shares represented by ADSs) which together with the 487,116,120 ordinary shares already directly or indirectly held by the Offerors represent more than 50% of Endesa’s share capital (529,376,059 ordinary shares);

	•	certain modifications being made to Endesa’s articles of association regarding limitations to the voting rights, and requirements and qualifications applicable to the members of the board of directors; and

	•	the completion of the Spanish Offer.

See Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase for more information.

This Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal and the Notice of Guaranteed Delivery contain important information, which should be read carefully prior to making any decision regarding whether or not to tender your ordinary shares and ADSs.

Under applicable U.S. law, the Offerors and their respective affiliates and agents may purchase or arrange to purchase Endesa securities outside this Offer to Purchase, but only if permitted to do so by the laws and regulations of Spain (including receipt of approval by the CNMV of any such purchase or arrangement to purchase, if required by such laws and regulations). In connection with any such purchase or arrangement to purchase, the Offerors and their respective affiliates and agents will disseminate information regarding any such purchase or arrangement to purchase by filing a current report (hecho relevante) with the CNMV, an English translation of which will be filed with the SEC and the Offerors and their respective affiliates and agents will rely on, and comply with the other conditions of, the class exemptive relief from Rule 14e-5 under the Exchange Act, granted by the SEC on March 2, 2007. In addition, under U.S. law, the Offerors and their respective affiliates and agents may enter into agreements (including hedging transactions) with respect to Endesa securities if permitted to do so by the laws and regulations of Spain (including receipt of approval by the CNMV of any such agreements, if required by such laws and regulations). Rule 14e-5 under the Exchange Act would also prohibit purchases or arrangements to purchase subject and related securities in the context of certain trading activities by Morgan Stanley & Co. Incorporated and its affiliates during the U.S. Offer. Morgan Stanley & Co. Incorporated and its affiliates are relying on the exemptive relief granted by the SEC in the no-action letter dated April 4, 2007, to continue such trading activities.

This Offer to Purchase contains forward-looking statements. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of Acciona, ENEL or Endesa and the estimates given here. These statements are based on the current expectations of Acciona’s and ENEL’s management, and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to satisfaction of the conditions to the proposed transaction, and changes in global, political, economic, business, competitive, market and regulatory forces and other risk factors discussed in Acciona’s and ENEL’s public reports filed with the Italian Comissione Nazionale per la Società e la Borsa, the CNMV and with the SEC (including ENEL’s annual report on Form 20-F) and in Endesa’s public reports filed with the CNMV and with the SEC (including Endesa’s annual report on Form 20-F). Except to the extent required by law, the Offerors assume no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

THE U.S. OFFER


1.	Dual Offer Structure.

The Offerors have structured the Offers to acquire all the outstanding ordinary shares and ADSs of Endesa as two separate Offers. The Offerors’ primary objective in proposing the dual offer structure is to satisfy various U.S. and Spanish legal and regulatory requirements that would otherwise be in conflict.


	•	The U.S. Offer will be conducted in accordance with the U.S. federal securities laws, including Regulation 14D and Regulation 14E promulgated under the Exchange Act, except to the extent of the no-action and exemptive relief granted by the SEC.

	•	The Spanish Offer will be conducted in accordance with the provisions of Act 24/1988, of 28 July, on the Securities Market; the Decree on Tender Offers; and other applicable Spanish legislation.


	•	The U.S. Offer is open to all holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located. The Spanish Offer is open to all holders of ordinary shares whether resident in Spain or outside of Spain, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in the Spanish Offer.

	•	Subject to certain exemptive relief granted by the SEC, the U.S. Offer will allow the withdrawal of tendered Endesa securities in accordance with U.S. law. The Spanish Offer generally does not allow withdrawal of tendered ordinary shares, subject to certain exceptions described in Section 8 (“Withdrawal Rights”) of this Offer to Purchase. Accordingly, if you tender your ordinary shares in the Spanish Offer, you will not have the withdrawal rights available for Endesa securities tendered in the U.S. Offer.

	•	If you tender your ordinary shares or ADSs in the U.S. Offer you will receive the U.S. dollar equivalent of the cash consideration that will be paid in euros in the Spanish Offer, less any expenses that the U.S. Tender Agent will incur in converting the cash consideration into U.S. dollars. The cash consideration paid in the U.S. Offer to tendering holders of ordinary shares and ADSs will, to the extent practicable, be converted into U.S. dollars on the day that it is received by The Bank of New York, the U.S. Tender Agent, at the then prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ordinary shares and ADSs. Thus, at the time that you tender your Endesa securities, you will not be able to determine the exact U.S. dollar amount of the cash consideration you will receive in the U.S. Offer.

	•	The U.S. Offer is conditioned on the completion of the Spanish Offer. However, the Spanish Offer is not conditioned on the completion of the U.S. Offer. Thus, even if the U.S. Offer is not completed, the Offerors may accept and pay for the ordinary shares tendered in the Spanish Offer.

	•	If the offer period under the U.S. Offer is extended beyond the expiration of the acceptance period of the Spanish Offer, holders of Endesa securities tendering into the U.S. Offer may receive payment after holders of ordinary shares tendering into the Spanish Offer.

	•	Pursuant to Spanish legal requirements, the Offerors have arranged bank guarantees of its payment obligations under the Spanish Offer. Those guarantees do not cover the Offerors’ payment obligations under the U.S. Offer.


2.	Relief Requested and Received from U.S. and Spanish Tender Offer Rules.

“Tier II” Relief

In separating the Offers into the U.S. Offer and the Spanish Offer and in conducting the U.S. Offer on the terms described in this Offer to Purchase, the Offerors are relying on Rule 14d-1(d) under the Exchange Act, which

provides exemptive relief (which is referred to as “Tier II Relief”) from otherwise applicable rules to persons conducting a tender offer under certain conditions.

In order to qualify for Tier II Relief, among other things, (i) the target of a tender offer must be a foreign private issuer as defined in Rule 3b-4 under the Exchange Act and not an investment company required to be registered under the U.S. Investment Company Act of 1940, as amended, and (ii) no more than 40% of its securities that are the subject of the tender offer may be held by U.S. holders. As the Offerors are not making the U.S. Offer pursuant to any agreement with Endesa, in determining that the U.S. Offer qualified for Tier II Relief, the Offerors presumed, as permitted by Instruction 3 to Rule 14d-1(d), that less than 40% of the ordinary shares are held by U.S. holders because (i) the aggregate trading volume of Endesa securities on all national securities exchanges or on the OTC markets in the United States in the 12-calendar-month period ending 30 days before the commencement of this Offer to Purchase was less than 40% of the worldwide aggregate trading volume of Endesa securities over the same period, (ii) Endesa’s most recent annual reports filed with the CNMV and the SEC do not indicate that U.S. holders hold more than 40% of the outstanding Endesa securities, and (iii) after reasonable investigation, the Offerors have no knowledge and no reason to know that U.S. holders held more than 40% of the Endesa securities. Based on the above, the Offerors are eligible for Tier II Relief.

SEC Relief

In addition to relying on Tier II Relief, the Offerors have received from the SEC the no-action and exemptive relief from the Sections of, and Rules under, the Exchange Act described below.

SEC Relief Relating to the Dual Offer Structure — Rule 14d-10(a)(1)

Rule 14d-10(a)(1) under the Exchange Act provides that no person may make a tender offer unless such offer is open to all securityholders of the class of securities subject to the tender offer.

The Offerors have received relief from the SEC from Rule 14d-10(a)(1) under the Exchange Act to permit the Offerors to make the Offers utilizing the dual offer structure described in this Offer to Purchase.

Rule 14e-5 under the Exchange Act, among other things, prohibits a person making a tender offer for any equity securities from, directly or indirectly, purchasing or making any arrangement to purchase such security, or any security which is immediately convertible into or exchangeable for such security, except pursuant to its tender offer. A literal application of Rule 14e-5 could be interpreted to prohibit purchases of ordinary shares pursuant to the Spanish Offer during the period that Rule 14e-5 applies. The Offerors are relying on the class relief granted by the SEC on March 2, 2007 to permit the Offerors to acquire ordinary shares pursuant to the Spanish Offer. Rule 14e-5 under the Exchange Act would also prohibit purchases or arrangements to purchase subject and related securities in the context of certain trading activities by Morgan Stanley & Co. Incorporated and its affiliates during the U.S. Offer. Morgan Stanley & Co. Incorporated and its affiliates are relying on the exemptive relief granted by the SEC in the no-action letter dated April 4, 2007, to continue such trading activities.

SEC Relief Relating to Withdrawal Rights — Section 14(d)(5)

Section 14(d)(5) of the Exchange Act provides, among other things, that securities tendered in a tender offer may be withdrawn at any time after 60 days from the date of the original tender offer if the securities have not been accepted for payment by the bidder. It is possible that the 60th day from commencement of the Offers may occur on or after the expiration date of the Offers but prior to the date payment occurs after expiration of the Offers.

As described in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase, acceptances of the U.S. Offer and the Spanish Offer will be counted on an aggregate basis to determine whether the minimum tender condition has been met. As a result, permitting withdrawals under the U.S. Offer during the period while the results of both Offers are being counted would conflict with the counting procedures envisaged under Spanish law, because it would enable withdrawals from the U.S. Offer during the counting procedures to affect whether or not the aggregate minimum tender condition is met. Moreover, as noted above, under Spanish law, it is not possible to withdraw acceptances from an offer under any circumstances following expiration of an offer. Thus, the withdrawal rights provided by Section 14(d)(5) would, as of the expiration of the Offers, constitute a direct conflict with the

inability to withdraw tendered ordinary shares after the expiration of the Offers pursuant to Spanish law and practice.

The Offerors have received relief from Section 14(d)(5) of the Exchange Act to permit the Offerors to terminate withdrawal rights in the U.S. Offer at the expiration of the U.S. Offer and during the period immediately following the expiration of the U.S. Offer, when the tendered ordinary shares (including ordinary shares represented by ADSs) are being counted and until payment occurs, in accordance with Spanish law and practice.

SEC No-Action Relief Relating to Reduction of Offer Price if a Dividend or Other Distribution is Paid by Endesa — Rules 14e-1(b) and 14d-10(a)(2)

As described in Section 3 (“Consideration”) of this Offer to Purchase, the consideration under the U.S. Offer will be reduced by an amount equivalent to any gross dividend or other distribution paid by Endesa per ordinary share (including ordinary shares represented by ADSs) prior to the acceptance for payment under the U.S. Offer. This adjustment mechanism is designed to ensure that shareholders tendering into the U.S. Offer will receive the same total economic value, whether or not a dividend is paid by Endesa, as shareholders tendering into the Spanish Offer. In Spain, dividends are paid to the holder of record on the payment date.

Rule 14e-1(b) under the Exchange Act provides that, following an increase or decrease in the consideration offered under a tender offer, such tender offer must remain open for ten U.S. business days from the date that notice of the increase or decrease is first published or sent or given to securityholders (and, as a result, securityholders would continue to have withdrawal rights during that ten U.S. business day period). The SEC has taken the position that if the consideration offered in a tender offer is reduced as a result of a dividend or other distribution made by the target company, then the reduction constitutes a reduction in the consideration offered for purposes of Rule 14e-1(b) under the Exchange Act.

Rule 14d-10(a)(2) under the Exchange Act provides that no person shall make a tender offer unless the consideration paid to any securityholder pursuant to the tender offer is the highest consideration paid to any other securityholder during such tender offer.

The Offerors have received no-action relief from Rules 14e-1(b) and 14d-10(a)(2) under the Exchange Act in order to ensure that, if Endesa pays a dividend or other distribution prior to the date of acceptance for payment of Endesa securities tendered under the U.S. Offer, the cash consideration in the U.S. Offer can be reduced by a corresponding amount so that shareholders tendering into the U.S. Offer will receive the same total economic value as shareholders tendering into the Spanish Offer. Furthermore, the Offerors have received no-action relief from the SEC from Rule 14d-10(a)(2) and from Rule 14e-1(b) under the Exchange Act so that the Offerors can reduce the offer price being paid in the U.S. Offer by the amount of any gross dividend or other distribution paid by Endesa, if such dividend or other distribution is paid after the expiration of the U.S. Offer but prior to the acceptance for payment of Endesa securities tendered under the U.S. Offer, without extending the acceptance period of, or withdrawal rights under, the U.S. Offer.

If the Offerors reduce the consideration as described above, the Offerors will disseminate an announcement of the reduction through a press release and by placing an advertisement in a newspaper of national circulation in the United States. The Offerors will also file the announcement with the SEC via the EDGAR filing system on the date that the announcement is made.

SEC Relief Relating to U.S. Offer Conditioned on Completion of Spanish Offer — Rule 14d-7

As described above and as described in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase, acceptances of the U.S. Offer and the Spanish Offer will be counted on an aggregate basis to determine whether the minimum tender condition has been met, and subject to relief granted to the Offerors by the SEC, the Offerors will determine whether to reduce or waive the minimum tender condition after the expiration of the U.S. Offer. Also, as described above and as described in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase, the U.S. Offer is conditioned on the completion of the Spanish Offer.

As described above, the SEC has taken the position that, in order to terminate withdrawal rights in an offer, all conditions must be waived or satisfied and the bidder must declare such offer wholly unconditional. Accordingly,

absent the relief requested under Rule 14d-7 under the Exchange Act, the Offerors would not be permitted to allow the U.S. Offer to expire on the same date as the Spanish Offer, because the required condition that the Spanish Offer be completed would remain open past the expiration date of the U.S. Offer.

The Offerors have received relief from the SEC from Rule 14d-7 under the Exchange Act to permit the U.S. Offer to expire, and to permit the Offerors to retain ordinary shares tendered pursuant to the U.S. Offer following expiration of the U.S. Offer without extending withdrawal rights under the U.S. Offer, pending satisfaction of the condition to the U.S. Offer that the Spanish Offer has been completed.

SEC Relief Relating to Reduction or Waiver of the Minimum Tender Condition — Rule 14d-4(d)(2) and Rule 14d-7

As noted above and as described in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase, acceptances of the U.S. Offer and the Spanish Offer will be counted on an aggregate basis to determine whether the minimum tender condition has been met. Pursuant to Spanish law, the Offerors are required to determine whether or not to reduce or waive the minimum tender condition no later than the day after the CNMV’s notification to the Offerors of the anticipated number of acceptances of the Offers. This notification will be made no later than eight Spanish business days after the expiration date of the Spanish Offer.

Under the SEC’s interpretation of Rule 14d-4(d)(2) under the Exchange Act, following a material change to a tender offer, such tender offer must remain open for five U.S. business days from the date that the material changes to the tender offer materials are disseminated to securityholders (and, as a result, securityholders would continue to have withdrawal rights during that five business day period under Rule 14d-7). The SEC has also taken the position that the waiver of a minimum tender condition to an offer constitutes a “material change” to a tender offer.

Accordingly, absent the relief requested under Rule 14d-4(d)(2), the Offerors would not be permitted to waive or reduce the minimum tender condition in accordance with Spanish law after expiration of the U.S. Offer, because it would not be able to “reopen” the acceptance period of the U.S. Offer in order to comply with the five business day extension requirement under Rule 14d-4(d)(2) under the Exchange Act.

The SEC has taken the position that, in order to terminate withdrawal rights in an offer, all conditions must be waived or satisfied and the bidder must declare such offer wholly unconditional. The SEC bases its position on Rule 14d-7 under the Exchange Act, which provides that any person who has deposited securities pursuant to a tender offer has the right to withdraw any such securities during the period such offer, request or invitation remains open. The SEC has also taken the position that an offer that remains subject to a post-expiration condition might be deemed to “remain open” and therefore, securityholders would be entitled to withdrawal rights until the condition is satisfied.

Accordingly, absent the relief requested under Rule 14d-7, the Offerors would not be permitted to allow the U.S. Offer to expire and waive or reduce the minimum tender condition in accordance with Spanish law after expiration of the U.S. Offer, because the minimum tender condition would remain open past the expiration date of the U.S. Offer.

The Offerors have received relief from the SEC from Rules 14d-4(d)(2) and 14d-7 under the Exchange Act to permit the Offerors, following the expiration of the acceptance period of the U.S. Offer, to reduce or waive the minimum tender condition in accordance with Spanish law and practice in the event that the minimum tender condition has not been satisfied, without extending the acceptance period of, or extending withdrawal rights under, the U.S. Offer.

The Offerors will only waive the minimum tender condition if they have complied with the following requirements. At least five U.S. business days prior to the scheduled expiration date of the U.S. Offer, the Offerors will announce that they may reduce or waive the minimum tender condition following the expiration of the acceptance period of the U.S. Offer in accordance with Spanish law and practice. The Offerors will disseminate this announcement through a press release and by placing an advertisement in a newspaper of national circulation in the United States, which press release and advertisement will state the exact percentage to which the minimum tender condition may be reduced or waived and state that a reduction or waiver is possible and advise shareholders to withdraw their tenders immediately if their willingness to tender into the U.S. Offer would be affected by a

reduction or waiver of the minimum tender condition. The Offerors will file this announcement with the SEC via the EDGAR filing system on the date that the announcement is made following the expiration of the acceptance period. The Offerors will declare their actual intentions once they are required to do so under Spanish tender offer regulations. During the five business day period after the Offerors make the announcement described in this paragraph, the U.S. Offer will be open for acceptances and holders of ordinary shares and ADSs who have tendered their securities in the U.S. Offer will be entitled to withdraw their Endesa securities.

CNMV Relief

The U.S. Offer is not subject to and is not being conducted in accordance with Spanish tender offer regulations. Although there is no formal process under Spanish law and practice to obtain exemptive relief from the requirements of the Spanish tender offer regulations, the Offerors have structured their Offers in accordance with the dual offer structure described in this Offer to Purchase pursuant to and in compliance with all the instructions of the CNMV with respect to the dual offer structure.


3.	Consideration.

The cash consideration received under the U.S. Offer will, to the extent practicable, be converted by the U.S. Tender Agent from euros into U.S. dollars on the day that it is received by the U.S. Tender Agent at the then prevailing spot market rate applicable to similar transactions and distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of Endesa securities. Thus, at the time holders of ordinary shares and ADSs tender, such holders will not be able to determine the exact U.S. dollar amount of the cash consideration they will receive in the U.S. Offer.

The actual amount of U.S. dollars received will depend upon the exchange rate prevailing on the day on which funds are converted by the U.S. Tender Agent into U.S. dollars and any expenses incurred by the U.S. Tender Agent in converting the consideration into U.S. dollars. Holders of ordinary shares and ADSs should be aware that the U.S. dollar/euro exchange rate that is prevailing on the date on which their ordinary shares or ADSs are tendered may be different from the U.S. dollar/euro exchange rate on the date they receive payment. In all cases, fluctuations in the U.S. dollar/euro exchange rate are at the risk of accepting holders of ordinary shares and ADSs, who are treated as having elected to receive their consideration in U.S. dollars. None of the Offerors or their respective advisors or agents shall have any responsibility with respect to the actual amount of cash consideration payable other than in euros.

In the event that Endesa pays any dividend or other distribution prior to the acceptance for payment of Endesa securities tendered under the U.S. Offer, the consideration offered per ordinary share and per ADS shall be reduced by an amount equivalent to the gross dividend or other distribution distributed per ordinary share. If the amount of any such dividend or other distribution consists of a number with more than two decimal points, the amount of the reduction of the consideration offered per ordinary share and per ADS will be rounded to the nearest €0.01 (and €0.005 will be rounded up to the next higher €0.01). In the event that Endesa pays a dividend or other distribution after acceptance for payment of Endesa securities tendered under the U.S. Offer, the Offerors will be entitled to receive that dividend on tendered Endesa securities.


4.	Extension, Variation or Change in the U.S. Offer.

General

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), the Offerors will accept for payment and pay for all ordinary shares and ADSs validly tendered and not withdrawn in accordance with the procedures set forth in Section 6 (“Acceptance for Payment and Payment”) of this Offer to Purchase on or prior to 6:00 p.m., New York City time, on October 1, 2007, unless the U.S. Offer is extended, or it lapses or is withdrawn.

The Offerors may, in their sole discretion but subject to applicable law, extend the expiration date of the acceptance period of the U.S. Offer or amend or terminate the U.S. Offer. Because the U.S. Offer is conditioned upon the completion of the Spanish Offer, the Offerors intend to extend the expiration date of the acceptance period of the U.S. Offer if the expiration date of the acceptance period of the Spanish Offer is extended. The Offerors do not currently plan to offer a subsequent offering period.

Any extension, delay, termination, waiver or amendment of the U.S. Offer will be followed promptly by public announcement thereof, and such announcement in the case of an extension will be made no later than the earlier of (i) 9:00 a.m., New York City time, on the next U.S. business day after the previously scheduled expiration date and (ii) the first opening of the NYSE on the next trading day after the previously scheduled expiration date. Without limiting the manner in which the Offerors may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14e-1(d) under the Exchange Act, which require that material changes be promptly disseminated to holders of ordinary shares and ADSs in a manner reasonably designed to inform such holders of the change), the Offerors currently intend to make announcements regarding the U.S. Offer by issuing a press release. The Offerors will file the announcements with the SEC via the EDGAR filing system on the dates that the respective announcements are made.

If the Offerors make a material change in the terms of the U.S. Offer, the Offerors will extend the U.S. Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the U.S. Offer must remain open following material changes in the terms of the U.S. Offer will depend upon the facts and circumstances, including the materiality, of the changes. With respect to a change in the consideration offered or, subject to certain limitations, a change in the percentage of securities sought or a change in any dealer’s soliciting fee, the U.S. Offer must remain open for ten U.S. business days from the date that notice of the change is first published or sent or given to securityholders. For a description of the reduction of the consideration under the U.S. Offer by an amount equivalent to any gross dividend paid by Endesa per ordinary share (including ordinary shares represented by ADSs) prior to the acceptance for payment of Endesa securities tendered under the U.S. Offer, see Section 2 (“Relief Requested and Received from U.S. and Spanish Tender Offer Rules”) of this Offer to Purchase and Section 3 (“Consideration”) of this Offer to Purchase.


5.	Conditions to the U.S. Offer.

Notwithstanding any other provision of the U.S. Offer and subject to applicable law, the Offerors will have the right to withdraw the U.S. Offer and not accept, purchase or pay for, and shall have the right to extend the period of time during which the U.S. Offer is open and postpone acceptance and payment for any ordinary shares and ADSs deposited pursuant to the U.S. Offer, unless all of the following conditions are waived or satisfied by the Offerors as described below:


	•	There shall have been validly deposited pursuant to the U.S. Offer and the Spanish Offer and not withdrawn at the expiration of the U.S. Offer ordinary shares (including ordinary shares represented by ADSs), which together with the 487,116,120 ordinary shares already directly or indirectly held by the Offerors, represent more than 50% of the share capital of Endesa (529,376,059 ordinary shares) (which is referred to as the “minimum tender condition”).

Whether the minimum tender condition has been satisfied will be determined as of the expiration of the acceptance period under the Offers. The Offerors have received relief from the SEC to permit the Offerors,

following the expiration of the acceptance period of the U.S. Offer, to reduce or waive the minimum tender condition in accordance with Spanish law and practice in the event that the minimum tender condition has not been satisfied, without extending the acceptance period of, or extending withdrawal rights under, the U.S. Offer. The Offerors may also waive the minimum tender condition at any time prior to the expiration of the acceptance period of the U.S. Offer.

Pursuant to Spanish law, the Offerors are required to determine whether or not to reduce or waive the minimum tender condition no later than the day after the CNMV’s notification to the Offerors of the anticipated number of acceptances of the Offers. This notification will be made no later than eight Spanish business days after the expiration date of the Spanish Offer. See Section 2 (“Relief Requested and Received from U.S. and Spanish Tender Offer Rules”) of this Offer to Purchase.


	•	In accordance with article 21 of the Spanish Decree on Tender Offers, the shareholders of Endesa at the general shareholders’ meeting of Endesa shall have approved the following modifications to Endesa’s articles of association (Estatutos Sociales) and those modifications shall have been duly registered with the Commercial Registry of Madrid:


	—	modification of article 32 (“Limits of voting rights”) of Endesa’s articles of association, eliminating all limitations and restrictions regarding the maximum number of votes that shareholders of Endesa may exercise, which, among other things, limit the number of votes a shareholder of Endesa may exercise to 10% of Endesa’s share capital;

	—	modification of articles 37 (“Number and classes of directors”), and 38 (“Term of office”) of Endesa’s articles of association, eliminating the requirements related to the composition of the board of directors of Endesa and the types of the directors, including the requirement that the Endesa board of directors be composed of a majority of outside directors who are not representatives of shareholders; and

	—	modification of article 42 (“Eligibility”) of Endesa’s articles of association, eliminating the qualifications required to be appointed director or director with delegated authority (Consejero Delegado), other than the requirement of a lack of legal prohibitions, which provide that a director cannot: (a) be over the age of 70 (or the age of 66 in case of a director with delegated authority); (b) hold the capacity of representative, director or counsel in companies, or in entities controlling companies, considered to be competitors to Endesa; (c) be a member of more than five boards of other companies, subject to certain exceptions, including an exception to permit a director or director with delegated authority to be a member of the board of companies that are consolidated with Endesa for accounting purposes; and (d) hold, directly or indirectly, an office in a company that is a customer or supplier of Endesa or is connected to such a customer or supplier, to the extent that the director would have an interest in conflict with that of Endesa because of such office.

Whether the conditions regarding the modification of the articles of association of Endesa have been satisfied will be determined as of the expiration of the acceptance period under the Offers. The Offerors, by mutual agreement, may waive any of these conditions at any time prior to the expiration of the acceptance period of the U.S. Offer. If the Offerors waive any of those conditions within five U.S. business days before the end of the acceptance period of the U.S. Offer, the Offerors will extend the U.S. Offer for five U.S. business days from the date of the waiver.

In addition, the Offerors will only waive these conditions in compliance with Spanish legal requirements. If any of these conditions have not been satisfied or previously waived, the Offerors must communicate their decision whether or not to waive these conditions before the last day of the acceptance period of the Spanish Offer. The Offerors intend to vote in favor of these modifications to Endesa’s articles of association at the general shareholders’ meeting of Endesa.


	•	The completion under the Spanish Offer shall have occurred.

The Offerors may waive the condition that the Spanish Offer has been completed at any time prior to the expiration of the acceptance period of the U.S. Offer, but only if permitted to do so by the CNMV. If the

Offerors waive this condition within five U.S. business days before the end of the acceptance period of the U.S. Offer, the Offerors will extend the U.S. Offer for five U.S. business days from the date of the waiver.

Whether the condition that the Spanish Offer has been completed has been satisfied will only be determined following the expiration of the acceptance period under the Offers. The “completion” of the Spanish Offer shall have occurred upon the date on which the governing bodies of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges have published the favorable outcome of the Spanish Offer in their Quotation Bulletin, whereupon the Offerors will become bound to purchase the ordinary shares tendered under the Spanish Offer. The Offerors have received relief from the SEC to permit the U.S. Offer to expire, pending satisfaction of the condition to the U.S. Offer that the Spanish Offer has been completed. See Section 2 (“Relief Requested and Received from U.S. and Spanish Tender Offer Rules”) of this Offer to Purchase.

Under Spanish law, the Offerors may request that the CNMV permit the Offerors to terminate the Spanish Offer in the event of exceptional circumstances which make the Spanish Offer not possible and that are beyond the control of the Offerors. Spanish law does not, however, include particular provisions that specify what constitutes “exceptional circumstances” that would justify the CNMV approving termination of the Spanish Offer. The Spanish Offer is subject to the same conditions as the U.S. Offer, except that while the U.S. Offer is conditioned on the completion of the Spanish Offer, the Spanish Offer is not conditioned on the U.S. Offer.

The foregoing conditions are for the exclusive benefit of the Offerors. The Offerors may waive any of the foregoing conditions in whole or in part without prejudice to any other rights which the Offerors may have. The failure or delay by the Offerors to exercise any of the foregoing rights will not be deemed to be a waiver of any such right and each such right shall be deemed to be an ongoing right which may be asserted as described above. Any determination by the Offerors concerning any condition or event described in this section shall be final and binding (subject to a party’s ability to seek judicial review of any determination) upon all the parties.

If an extension of the U.S. Offer were required, and it were impossible for the Offerors or, if applicable, the CNMV to extend the Spanish Offer to make the expiration dates of both the U.S. Offer and the Spanish Offer coincide, then the tenders under the U.S. Offer could not be counted toward satisfaction of the minimum tender condition for the Spanish Offer, because the tenders in the U.S. Offer would be subject to withdrawal during the Spanish counting procedure.

The Offerors will only waive the minimum tender condition if they have complied with the following procedure. At least five U.S. business days prior to the scheduled expiration date of the U.S. Offer, the Offerors will announce that they may reduce or waive the minimum tender condition following the expiration of the acceptance period of the U.S. Offer in accordance with Spanish law and practice. The Offerors will disseminate this announcement through a press release and by placing an advertisement in a newspaper of national circulation in the United States, which press release and advertisement will state the exact percentage to which the minimum tender condition may be reduced or waived and state that a reduction or waiver is possible and advise shareholders to withdraw their tenders immediately if their willingness to tender into the U.S. Offer would be affected by a reduction or waiver of the minimum tender condition. The Offerors will file this announcement with the SEC via the EDGAR filing system on the date that the announcement is made. The Offerors will declare their actual intentions once they are required to do so under Spanish tender offer regulations. Pursuant to Spanish law, the Offerors are required to determine whether or not to reduce or waive the minimum tender condition no later than the day after the CNMV’s notification to the Offerors of the anticipated number of acceptances of the Offers. This notification will be made no later than eight Spanish business days after the expiration date of the Spanish Offer. No decision in relation to a reduction or waiver of the condition has been made by the Offerors at the date of this Offer to Purchase.

During the five business day period after the Offerors make the announcement described in the immediately preceding paragraph above, the U.S. Offer will be open for acceptances and holders of ordinary shares and ADSs who have tendered their securities in the U.S. Offer may withdraw their Endesa securities.


6.	Acceptance for Payment and Payment.

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), the Offerors will accept for payment all ordinary shares and ADSs validly tendered and not withdrawn on or prior to 6:00 p.m., New York City time, on October 1, 2007, unless the Offerors extend the U.S. Offer or unless it lapses or is withdrawn.

Pursuant to Rule 14d-1(d)(2)(iv) of the Exchange Act, the settlement procedure for the ordinary shares and ADSs tendered in the U.S. Offer will be consistent with Spanish practice, which differs from U.S. domestic tender offer procedures in certain material respects, particularly with regard to the date of payment. The consideration will not be delivered to the U.S. Tender Agent until after receipt of the CNMV’s notification to the Offerors of the results of the Offers and after the Offerors determine whether to waive the minimum tender condition if that condition has not been met. This notification by the CNMV will be made no later than eight Spanish business days after the expiration date of the Spanish Offer. Following the receipt of the consideration by the U.S. Tender Agent, the holders of Endesa securities who tendered their securities in the U.S. Offer will be paid promptly following the expiration of the acceptance period of the U.S. Offer, which is expected to be approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

Under no circumstances will interest be paid by the Offerors on the purchase price of the ordinary shares or ADSs, regardless of any extension of the acceptance period or any delay in making such payment.


7.	Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs.

Valid Tender of Ordinary Shares

If you are a U.S. resident and a record holder of ordinary shares, this Offer to Purchase, the Share Form of Acceptance, the Notice of Guaranteed Delivery and other relevant materials have been or will be mailed or furnished to you. If you would like to receive additional copies of that documentation, you should contact the Information Agent at the address or telephone number shown on the last page of this Offer to Purchase.

If you are a U.S. resident and hold ordinary shares through a financial intermediary, to validly tender your ordinary shares pursuant to the U.S. Offer, you will need to:


	•	deliver a properly completed and duly executed Share Form of Acceptance to the U.S. Tender Agent at one of the addresses shown on the last page of this Offer to Purchase before the expiration of the acceptance period of the U.S. Offer; and

	•	timely instruct your custodian to tender your ordinary shares in the U.S. Offer before the expiration of the acceptance period of the U.S. Offer by delivering your ordinary shares by book-entry transfer to the U.S. Tender Agent’s account at Santander Investment, S.A., its custodian in Spain.

If you fail to properly deliver a properly completed and duly executed Share Form of Acceptance before the expiration of the acceptance period of the U.S. Offer and do not timely instruct your custodian to transfer your ordinary shares, your tender will not be valid and your ordinary shares will not be accepted for payment, unless you follow the procedures for guaranteed delivery in the manner described below.

Only holders of ordinary shares who are resident in the United States are eligible to participate in the U.S. Offer. Holders of ordinary shares who are not resident in the United States wishing to participate in the U.S. Offer may, at their own option and cost, deposit their ordinary shares with the depositary for Endesa’s ADR program, Citibank, N.A., and obtain ADSs in exchange for their ordinary shares, in which case the ADSs may be tendered in the U.S. Offer.

If ordinary shares are forwarded to the U.S. Tender Agent in multiple deliveries, a properly completed and duly executed Share Form of Acceptance must accompany each delivery.

The Share Form of Acceptance authorizes the U.S. Tender Agent, among other things, to cause its custodian in Spain to forward validly tendered (and not withdrawn) ordinary shares to the governing bodies of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges as part of the Spanish centralizing and settlement procedures in accordance with Spanish regulation and practice following the expiration of the Offers.

Valid Tender of ADSs

If you are either a record or beneficial holder of ADSs, this Offer to Purchase, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery and other relevant materials have been or will be mailed or furnished to you. If you would like to receive additional copies of that documentation, you should contact the Information Agent at the address or the telephone numbers set forth on the last page of this Offer to Purchase. You can validly tender your ADSs by following the instructions below.

ADSs Held in Certificated Form

If you hold your ADSs in certificated form, you will need to do each of the following before the expiration of the acceptance period of the U.S. Offer:


	•	complete and execute the ADS Letter of Transmittal in accordance with the instructions; and

	•	deliver the properly completed and duly executed ADS Letter of Transmittal, together with the ADRs evidencing your ADSs and any other documents specified in the ADS Letter of Transmittal, to the U.S. Tender Agent at one of the addresses shown on the last page of this Offer to Purchase.

If you hold your ADSs in certificated form and you fail to properly deliver a completed and executed ADS Letter of Transmittal, together with your ADRs and any other documents specified in the ADS Letter of Transmittal to the U.S. Tender Agent before expiration of the acceptance period of the U.S. Offer, your tender will not be valid and your ADSs will not be accepted for payment, unless you follow the procedures for guaranteed delivery in the manner described below.

ADSs Held Through a Financial Intermediary

If you hold your ADSs in book-entry form in a brokerage or custodian account through an agent, including a broker, dealer, bank, trust company or other financial intermediary, you will need to timely instruct your agent to take the following actions before the expiration of the acceptance period of the U.S. Offer:


	•	make a book-entry transfer of your ADSs to the account established by the U.S. Tender Agent at The Depository Trust Company (which is referred to as “DTC”) for the purpose of receiving these transfers; and

	•	either:


	—	deliver a properly completed and duly executed ADS Letter of Transmittal (with any required signature guarantees) and any other documents required by the ADS Letter of Transmittal to the U.S. Tender Agent at one of the addresses shown on the last page of this Offer to Purchase; or

	—	transmit an agent’s message via DTC’s confirmation system to the U.S. Tender Agent stating that DTC has received an express acknowledgment from a participant in DTC that the participant tendering ADSs has received and agrees to be bound by the terms and conditions of the U.S. Offer stated in this Offer to Purchase and the ADS Letter of Transmittal.

If you hold your ADSs in book-entry form and you fail to timely instruct your agent to tender your ADSs on your behalf, your tender will not be valid and your ADSs will not be accepted for payment, unless you follow the procedures for guaranteed delivery in the manner described below.

The U.S. Tender Agent will establish an account at DTC with respect to the ADSs held in book-entry form for purposes of the U.S. Offer. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of ADSs by causing DTC to transfer the ADSs into the U.S. Tender Agent’s account at DTC. This must be done in accordance with DTC’s procedure for book-entry transfers.

Please refer to the materials forwarded to you by your agent to determine the manner in which you can timely instruct your agent to take these actions. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the U.S. Tender Agent.

ADS Letter of Transmittal

Your signature on the ADS Letter of Transmittal in some circumstances must be guaranteed by a financial institution that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program. These institutions are commonly referred to as eligible institutions. Most banks, savings and loans associations and brokerage houses are participants in these programs and therefore eligible institutions. You do not need to have your signature guaranteed by an eligible institution if:


	•	you are the registered holder of ADSs tendered and you have not completed the box entitled “Special Payment Instructions” in the ADS Letter of Transmittal; or

	•	you are tendering ADSs for the account of an eligible institution.

If the ADSs are registered in the name of a person other than the signatory of the ADS Letter of Transmittal, then the tendered ADRs must be endorsed or accompanied by appropriate stock powers. The stock powers must be signed exactly as the name or names of the registered owner or owners appear on the ADRs, with the signature on the ADRs or stock powers guaranteed as described above.

If ADSs are forwarded to the U.S. Tender Agent in multiple deliveries, a properly completed and duly executed ADS Letter of Transmittal must accompany each delivery.

The ADS Letter of Transmittal authorizes the U.S. Tender Agent, among other things, to (i) surrender tendered ADSs to the depositary for Endesa’s ADR program and instruct such depositary to deliver the underlying ordinary shares and (ii) cause its custodian in Spain to forward the validly tendered (and not withdrawn) ordinary shares represented by ADSs to the governing bodies of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges as part of the Spanish centralizing and settlement procedures in accordance with Spanish regulation and practice following the expiration of the Offers.

Procedures for Guaranteed Delivery

If for any reason you cannot complete the tender of your ordinary shares or ADSs in the manner set forth above on a timely basis, you may nevertheless tender your Endesa securities provided that all of the following conditions are satisfied (or waived by the Offerors):


	•	the tender is made by or through an eligible institution;

	•	a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Offerors, is received by the U.S. Tender Agent prior to the expiration of the acceptance period of the U.S. Offer; and

	•	within three NYSE trading days after the date of the receipt of the Notice of Guaranteed Delivery by the U.S. Tender Agent, the following must be received by the U.S. Tender Agent at one of the addresses shown on the last page of this Offer to Purchase:


	—	in the case of ADSs held in certificated form, the ADRs evidencing your ADSs, in proper form for transfer, together with a properly completed and duly executed ADS Letter of Transmittal (with any required signature guarantees) and any other documents required by the ADS Letter of Transmittal; or

	—	in the case of ADSs held through a financial intermediary, confirmation of a book-entry transfer of your ADSs to the account of the U.S. Tender Agent at DTC, together with (i) a properly completed and duly executed ADS Letter of Transmittal (with any required signature guarantees) or an agent’s message and (ii) any other documents required by the ADS Letter of Transmittal; or

	—	in the case of ordinary shares, confirmation of a transfer of your ordinary shares to the account of the U.S. Tender Agent at Santander Investment S.A., its custodian in Spain, together with a properly completed and duly executed Share Form of Acceptance.

The Notice of Guaranteed Delivery must be delivered to the U.S. Tender Agent at one of the addresses shown on the last page of this Offer to Purchase. The Notice of Guaranteed Delivery must in all cases include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery provided by the Offerors.

If you are in any doubt about the procedures for guaranteed delivery or tendering your ordinary shares or ADSs, please telephone the Information Agent at the telephone numbers set forth on the last page of this Offer to Purchase.

General

Effects of Tender

If you or someone acting on your behalf executes the Share Form of Acceptance with respect to the ordinary shares, or the ADS Letter of Transmittal with respect to the ADSs, you are representing and warranting to the Offerors and agreeing with the Offerors that:


	•	you accept the U.S. Offer in respect to the number of ordinary shares and/or ADSs indicated, respectively, in the Share Form of Acceptance and/or the ADS Letter of Transmittal on the terms and subject to the conditions set forth in this Offer to Purchase, the Share Form of Acceptance and/or the ADS Letter of Transmittal and you will execute all other documents and take all other actions required to enable the Offerors to receive all rights to, and benefits of, these Endesa securities on these terms and conditions;

	•	subject only to your right to withdraw your Endesa securities, your acceptance is irrevocable;

	•	unless you withdraw your Endesa securities in accordance with the terms of the U.S. Offer, you are irrevocably appointing the U.S. Tender Agent and each designee of the Offerors as your attorney-in-fact to:


	—	execute and deliver, on your behalf, all forms of transfer and/or other documents and certificates representing your Endesa securities and other documents of title; and

	—	take all other actions as your attorney-in-fact considers necessary or expedient to vest in the Offerors or their nominee title to the Endesa securities that you tender or otherwise in connection with your acceptance of the U.S. Offer;


	•	you or your agent hold title to the Endesa securities being tendered or, if you are tendering Endesa securities on behalf of another person, the other person holds title to the Endesa securities that you are tendering;

	•	neither you nor your agent nor any person on whose behalf you are tendering Endesa securities has granted to any person any right to acquire any of the Endesa securities that you are tendering or any other right with respect to these Endesa securities;

	•	unless you withdraw your Endesa securities in accordance with the terms of the U.S. Offer, you are irrevocably authorizing and requesting:


	—	the U.S. Tender Agent to procure the registration of the transfer of your Endesa securities pursuant to the U.S. Offer and the delivery of these Endesa securities to the Offerors or as the Offerors may direct; and

	—	the Offerors or their agents to record and act upon any instructions with respect to notices and payments relating to your Endesa securities which have been recorded in Endesa’s books and records;


	•	you are entitled to tender your Endesa securities pursuant to the terms and conditions of the U.S. Offer (including, in the case of tenders of ordinary shares, that you are resident in the United States);

	•	you have full power and authority to tender, sell, assign and transfer the Endesa securities tendered hereby and any and all other Endesa securities or other securities issued or issuable in respect thereof; and

	•	when the Offerors acquire your Endesa securities pursuant to the U.S. Offer, the Offerors will acquire good and unencumbered title to the tendered Endesa securities, free and clear of all liens, restrictions, charges and encumbrances, together with all rights now or hereafter attaching to them, including voting rights and rights to all dividends, other distributions and payments hereafter declared, made or paid, and the same will not be subject to any adverse claim; and you will ratify each and every act which may be done or performed by the


		Offerors or any of its directors or agents (including, among others, the U.S. Tender Agent) or Endesa or any of its directors or agents as permitted under the terms of the U.S. Offer.

Acceptance of the U.S. Offer and Representation by Holder

The Offerors’ acceptance for payment of the ordinary shares, including shares represented by ADSs, as described above, subject to the right to withdraw, will constitute a binding agreement between the tendering securityholder and the Offerors upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment). Under no circumstances will interest be paid by the Offerors on the purchase price of the ordinary shares, including shares represented by ADSs, regardless of any extension of the U.S. Offer or any delay in making such payment.

Matters Concerning Validity, Eligibility and Acceptance

All questions as to the form and validity (including time of receipt) and acceptance for payment of any tender of the Endesa securities will be determined by the Offerors, in their reasonable discretion, which determination shall be final and binding (subject to a party’s ability to seek judicial review of any determination) on all parties. The Offerors reserve the absolute right to reject any or all tenders of Endesa securities determined by the Offerors not to be in proper form or the acceptance for payment or of payment for which may, in the opinion of the Offerors’ counsel, be unlawful. The Offerors also reserve the absolute right to waive any defect or irregularity in any tender of Endesa securities. None of the Offerors, Endesa, the U.S. Tender Agent, the Information Agent, the Spanish central securities depositary (which is referred to as “Iberclear”) or its participants or any other person will be under any duty to give notification of any defect or irregularity in any tender or incur any liability for failure to give any such notification.

The method of delivery of the Share Form of Acceptance, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents is at the sole option and risk of the tendering securityholder and the delivery will be deemed made only when actually received by the U.S. Tender Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. The Share Form of Acceptance, the ADS Letter of Transmittal or the Notice of Guaranteed Delivery should be delivered to the U.S. Tender Agent during normal business hours and, in any case, no later than 6:00 p.m., New York City time on October 1, 2007, unless this Offer to Purchase is extended, lapses or is withdrawn. Because the U.S. Offer is conditioned upon the completion of the Spanish Offer, the Offerors intend to extend the expiration date of the acceptance period of the U.S. Offer if the expiration date of the acceptance period of the Spanish Offer is extended to allow Endesa’s shareholders to adopt the resolutions upon which the Offers are conditioned at Endesa’s shareholders’ meeting. The Offerors do not currently plan to offer a subsequent offering period.

The U.S. Offer will be valid even if one or more persons holding Endesa securities fail to receive a copy of this Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery or other documentation, as long as the Offerors distribute this Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery and other documentation to the Endesa securityholders as required by SEC rules. The Offerors or the U.S. Tender Agent will not send you an acknowledgment that the U.S. Tender Agent has received any Share Form of Acceptance, ADS Letter of Transmittal, Notice of Guaranteed Delivery or other document you have delivered to the U.S. Tender Agent. It is your responsibility that all communications or notices you deliver or send to the U.S. Tender Agent are received by the U.S. Tender Agent.


8.	Withdrawal Rights.

Except as otherwise provided in this section, tenders of ordinary shares and ADSs are irrevocable. Tenders of ordinary shares and ADSs into the U.S. Offer may be withdrawn in accordance with the procedures set forth below at any time before the expiration time of the acceptance period of the U.S. Offer. If the acceptance period of the U.S. Offer is extended, tenders of ordinary shares and ADSs into the U.S. Offer may be withdrawn prior to the expiration of the extended acceptance period.

Withdrawals of tenders of ordinary shares and ADSs may not be rescinded, and any ordinary shares and ADSs properly withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, the U.S. Offer may be accepted again in respect of the withdrawn ordinary shares and ADSs by the holder re-tendering those ordinary shares and ADSs by following one of the procedures described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of this Offer to Purchase at any time before the expiration of the acceptance period of the U.S. Offer. For purposes of the U.S. Offer, a withdrawal of ADSs is considered to be a withdrawal of the underlying ordinary shares. Withdrawals may be made in whole or in part.

For a withdrawal of ordinary shares or ADSs to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the U.S. Tender Agent at one of its addresses set forth on the last page of this Offer to Purchase. Any notice of withdrawal must specify (i) the name of the person having tendered the Endesa securities to be withdrawn, (ii) the number of Endesa securities to be withdrawn and (iii) the name of the record holder of the Endesa securities to be withdrawn, if different from that of the person who tendered such Endesa securities. In the case of ADSs, if ADRs evidencing the ADSs to be withdrawn have been delivered or otherwise identified to the U.S. Tender Agent, then, prior to the physical release of those ADRs, the signature(s) on the notice of withdrawal must be guaranteed by an eligible institution, unless such ADSs have been delivered for the account of an eligible institution. If Endesa securities have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of this Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Endesa securities. If ADRs evidencing the ADSs have been delivered or otherwise identified to the U.S. Tender Agent, the name of the registered owner and the serial numbers shown on such ADRs must also be furnished to the U.S. Tender Agent prior to the physical release of such ADRs.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offerors, in their reasonable discretion, which determination shall be final and binding (subject to a party’s ability to seek judicial review of any determination) on all parties. No withdrawal of ordinary shares and ADSs shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of the Offerors, Endesa, the U.S. Tender Agent, the Information Agent, Iberclear, or its participants or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give such notification.

Holders of ordinary shares who participate in the Spanish Offer will not have the withdrawal rights provided under U.S. law. Under Spanish law in these circumstances, acceptances of the Spanish Offer by holders of ordinary shares are irrevocable and withdrawal rights are provided for only in the event that the Offerors waive a condition of the Spanish Offer which requires the passing of a resolution by Endesa’s shareholders at a shareholders’ meeting.


9.	Endesa’s Ordinary Shares and ADSs.

According to Endesa’s annual report on Form 20-F for the year ended December 31, 2006, Endesa’s share capital amounts to €1,270,502,540.40, and is represented by 1,058,752,117 issued ordinary shares of a single series, each with a nominal value of €1.20. All of the ordinary shares are fully subscribed, paid up and represented by account entries.

All of the ordinary shares are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges in Spain and are integrated in the Stock Markets Interconnection System. The ordinary shares are also listed on the Santiago Off Shore Stock Exchange in Chile. ADSs, each representing one ordinary share, are listed on the NYSE and are evidenced by ADRs. One ADS represents one ordinary share. The depositary for the ADSs is Citibank, N.A.


10.	Price Range of Endesa’s Ordinary Shares and ADSs.

The following table shows, for the periods indicated, the high and low prices of ordinary shares and ADSs. Share prices are as reported by the Stock Markets Interconnection System and ADS prices are as reported by the NYSE.


	Endesa
	Ordinary Shares				ADSs
	High		Low		High		Low
	(euros)				(U.S. dollars)

Monthly
July 1, 2007 through July 27, 2007		39.67		39.09		54.60		53.18
Quarterly
2007
Second Quarter		40.64		39.89		54.99		52.45
First Quarter		40.55		35.21		53.86		45.75
2006
First Quarter		28.35		21.70		33.64		26.01
Second Quarter		27.20		25.44		34.33		30.93
Third Quarter		35.00		24.02		44.40		30.23
Fourth Quarter		36.25		33.15		47.78		42.44
2005
First Quarter		18.09		16.63		23.58		21.79
Second Quarter		19.43		16.30		23.00		21.62
Third Quarter		22.42		17.75		26.91		21.71
Fourth Quarter		22.83		20.10		27.39		23.87

According to Endesa’s filings with the SEC, Endesa normally pays an interim dividend and a final dividend. The interim dividend is normally paid on the first business day of the year, following approval by Endesa’s board of directors; the final dividend is normally paid on the first business day of July, following approval by the shareholders at Endesa’s general shareholders’ meeting (which is required to be held during the first half of the year). On July 3, 2006, Endesa paid a special dividend in the amount of €2.095 per ordinary share, as approved by Endesa shareholders at the general shareholders’ meeting of Endesa on February 25, 2006. On January 2, 2007, Endesa paid an interim dividend in the amount of €0.50 per ordinary share. On July 2, 2007, Endesa paid a final dividend in the amount of €1.14 per ordinary share.

Endesa shareholders are encouraged to obtain a current market quotation for their ordinary shares and ADSs.


11.	Effect of the Offers on the Market for the Ordinary Shares and ADSs; Stock Exchange Listings; Exchange Act Registration; U.S. Margin Regulations.

The purchase of the ordinary shares and the ADSs pursuant to the U.S. Offer and Spanish Offer will reduce the number of ordinary shares and ADSs that might otherwise trade publicly and, depending upon the number of ordinary shares and ADSs purchased, could adversely affect the liquidity and market value of the remaining ordinary shares and ADSs held by the public.

The extent of the public market for the ordinary shares and ADSs would depend upon such factors as the number of shareholders and/or the aggregate market value of the ordinary shares and ADSs remaining at the time, the interest in maintaining a market in the ordinary shares and ADSs on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. The Offerors cannot predict whether the reduction in the number of ordinary shares and ADSs that might otherwise trade publicly would have an adverse or beneficial effect on the marketability of the ordinary shares and ADSs or whether it would cause future market prices to be greater or less than the consideration offered under the U.S. Offer.

It is possible that the ordinary shares and/or ADSs will fail to meet the criteria for continued listing on the Spanish, Chilean and U.S. stock exchanges. If this were to happen, the ordinary shares and/or ADSs could be delisted from one or more of these exchanges by action taken by the relevant exchange.

As of the date of this Offer to Purchase, the Offerors intend for the ordinary shares and ADSs to continue to be listed on the stock exchanges where they currently trade. However, the Offerors may apply for the delisting of the Endesa securities from the stock exchanges on which they are listed if Endesa fails to meet adequate dissemination, frequency or trading volume requirements for the applicable exchange. If this were to happen, the Offerors would, to the extent required by applicable Spanish law, convene a general shareholders’ meeting of Endesa as soon as possible after the completion of the Offers and in any event during the following six months for the purpose of approving, with the affirmative vote of the Offerors, the delisting of Endesa securities from the applicable stock exchanges where they are listed and would formally request the delisting of Endesa securities from the applicable stock exchanges. If Endesa’s ADSs were delisted in the United States, the Offerors would seek to deregister the ordinary shares and ADSs under the Exchange Act if the applicable requirements are met (which are described below).

If Endesa were no longer listed on Spanish stock exchanges, it would cease to be bound by Spanish corporate governance rules and recommendations as well as other rules of the Spanish securities regulatory authorities. If Endesa were no longer listed on the NYSE, it would cease to be bound by certain listing requirements, including the requirement for Endesa to maintain an audit committee composed of only independent directors.

The registration of the ordinary shares and ADSs under the Exchange Act could be terminated upon application of Endesa to the SEC if the ADSs were no longer listed on a “national securities exchange” such as the NYSE and there were fewer than 300 holders of record of the ordinary shares and ADSs resident in the United States. If the ordinary shares and ADSs were deregistered under the Exchange Act, then Endesa would cease to be required to comply with U.S. periodic reporting requirements and other rules governing publicly held companies in the United States. In addition, certain provisions of the Exchange Act, such as Rule 13e-3 with respect to “going-private” transactions, would no longer be applicable to Endesa and “affiliates” of Endesa and persons holding “restricted securities” of Endesa may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act.

Further, the Offerors could cause Endesa to terminate its deposit agreement with the depositary for the ADSs. If the deposit agreement is terminated, holders of ADSs will only have the right to receive the ordinary shares underlying the ADSs, upon surrender of any ADR representing the ADSs and payment of applicable fees to the ADS depositary. There is no U.S. public trading market for the ordinary shares.

If registration of ADSs and ordinary shares under the Exchange Act were terminated, Endesa’s ADSs and ordinary shares may no longer constitute “margin securities” under the regulations of the Board of Governors of the U.S. Federal Reserve System if there is no ready market for those securities, in which event the ADSs and ordinary shares could no longer be used as collateral for loans made by brokers.

In addition, if the Offerors reduce or waive the minimum tender condition in order to accept a number of tendered Endesa securities that represents 50% or less of the outstanding share capital of Endesa, the Offerors will have a minority ownership in Endesa, in which case the Offerors may not be able to implement all the measures necessary to carry out the plans laid out below under Section 15 (“Purpose of the Offers; Plans for the Company”) of this Offer to Purchase. As described in more detail in Section 2 (“Relief Requested and Received from U.S. and Spanish Tender Offer Rules”) of this Offer to Purchase, pursuant to Spanish law the Offerors are required to determine whether or not to reduce or waive the minimum tender condition no later than the day after the CNMV’s notification to the Offerors of the anticipated number of acceptances of the Offers. This notification will be made no later than eight Spanish business days after the expiration date of the Spanish Offer.


12.	Certain Information Concerning Endesa.

This Offer to Purchase includes information concerning Endesa that is based on publicly available information (primarily filings by Endesa with the SEC and the CNMV). Publicly available information concerning Endesa may contain errors. The Offerors cannot take responsibility for the accuracy or completeness of the information

contained in such public information, or for any failure by Endesa to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Offerors. The Offerors have no knowledge that would indicate that any statement relating to Endesa contained in this Offer to Purchase is inaccurate or incomplete.

Endesa is a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain with limited liability. The principal executive offices of Endesa are located in Madrid at 60, Ribera del Loira, Spain. Endesa’s telephone number is +34 91 213 10 00.

Endesa was incorporated by notarial deed on November 18, 1944 under the corporate name Empresa Nacional de Electricidad, S.A., and is registered with the Commercial Registry of Madrid in Book 323, Folio 1, Sheet number 6405. It changed its corporate name to Endesa, S.A. pursuant to a shareholders’ resolution dated June 25, 1997.

Endesa is engaged in the electricity business, with a geographical focus on Spain and Portugal, the Southern European region (including Italy and France) and Latin America. Endesa is also involved in other activities related to its core energy business, such as renewable energy, and the distribution and supply of natural gas. At December 31, 2006, Endesa had a total installed capacity of 47,113 megawatts (which are referred to as “MW”), and in 2006, generated 186,411 gigawatt hours (which are referred to as “GWh”) and sold 220,299 GWh, supplying electricity to approximately 23.2 million customers in 15 countries. At December 31, 2006, Endesa had 26,758 employees, 52.7% of whom were located outside Spain and Portugal, and its total assets amounted to approximately €54 billion, 44.1% of which were located outside Spain and Portugal.

As of the date of this Offer to Purchase, Endesa’s share capital amounts to €1,270,502,540.40, and is represented by 1,058,752,117 issued shares of a single series, each with a nominal value of €1.20. All of Endesa’s ordinary shares are fully subscribed, paid up and represented by account entries.

All of the ordinary shares are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and are integrated in the Stock Markets Interconnection System. The ordinary shares are also listed on the Santiago Off Shore Stock Exchange in Chile. ADSs, each representing one ordinary share, are listed on the NYSE and are evidenced by ADRs.

The depositary for the ADSs is Citibank, N.A. See Section 10 (“Price Range of Endesa’s Ordinary Shares and ADSs”) of this Offer to Purchase for historical high and low closing prices for Endesa’s ordinary shares and ADSs.

Endesa is a “foreign private issuer” as defined in Rule 3b-4(c) of the Exchange Act. Endesa’s ordinary shares and ADSs are registered pursuant to Section 12(b) of the Exchange Act. Endesa is subject to the periodic reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports and other information with the SEC relating to its business, financial condition and other matters. Such reports and other information are available to the public on the SEC’s website (www.sec.gov).


13.	Certain Information Concerning Acciona, EEE and ENEL.

ACCIONA

Overview

Acciona is a Spanish corporation, headquartered in Madrid, engaged in the development and management of infrastructure and real estate projects, provision of transport, urban and environmental services, and development and operation of renewable energy facilities.

Acciona was incorporated on October 30, 1915 under the name “Vilaseca Roericke y Maas, Sociedad Colectiva” On June 17, 1916, Acciona was transformed into a corporation (sociedad anónima) and renamed “Cubiertas y Tejados, S.A.” Its name was changed to “Acciona, S.A.” on June 19, 1998. Its tax ID number is A-08001851 and it is registered with the Madrid Commercial Register in Volume 13351, Book 0, Folio 1, Section 8, Sheet M-216384. Acciona’s principal executive offices are located at Avenida de Europa, 18, Empresarial La Moraleja, Alcobendas, 28108 Madrid, Spain, and its telephone number is +34 91 663 2850.

Acciona’s capital stock amounts to €63,550,000, and is represented by 63,550,000 common shares, nominal value €1.00 each. Acciona’s common shares are listed on the Madrid and Barcelona Stock Exchanges. Each

common share of Acciona is entitled to the same rights and is not subject to any transfer restrictions pursuant to the articles of association of Acciona. Acciona’s common shares are not listed on any stock exchange in the United States or registered pursuant to Section 12(b) of the Exchange Act. Acciona is subject to the periodic reporting requirements under applicable Spanish securities laws and, in accordance therewith, is required to file periodic reports and other information with the CNMV relating to its business, financial condition and other matters. Such reports and other information are available to the public on the CNMV’s website (www.cnmv.es).

Corporate Structure

Acciona is the parent company of a Spanish group engaged in the promotion, development and management of infrastructure, services and renewable energies, aimed at social welfare and sustainable development (which is collectively referred to as the “Acciona Group”).

The infrastructure built by the Acciona Group provides services to clients on five continents. Its energy activity positions the Acciona Group as one of the principal renewable energy generation companies in the world. The Acciona Group provides business services in areas such as transport, water treatment, facility services, waste management, environmental management, and many more in thirty countries around the world.

The Acciona Group is organized into six divisions:

Acciona Infrastructure

The Infrastructure division, led by Acciona Infraestructuras, S.A., carries out the design, construction, financing and maintenance of various infrastructures in several sectors (transport, hydraulic, construction, social welfare), based on extensive experience, excellence in quality and solid technological capabilities.

Acciona Real Estate

Acciona Inmobiliaria, S.A., parent company of the Real Estate division, promotes housing in Spain, with strong growth in investments in university residences, housing, offices and hotels following its affiliation with Vincci Hoteles. The real estate business of the Acciona Group is a pioneer in the promotion of eco-efficient residential buildings.

Acciona Energy

The Acciona Energy division is engaged in the promotion, construction, operation and maintenance of renewable energy facilities, with its primary business focused on wind energy where it is the third player worldwide in net installed generation capacity in accordance with the March 2007 report of Emerging Energy Research. The Acciona Energy division also develops projects and invests heavily in research in other sources of energy such as biodiesel, solar, biomass and minihydraulic.

Acciona Logistics and Transport Services

The Logistics and Transport Services division is an integral provider of passenger transport services and the transport of goods by ground, sea and air: Acciona Trasmediterránea, S.A. offers maritime transport of travelers and cargo; Acciona Airport Services, S.A. offers airport management services and handling (ground assistance to aircraft) in Spain and Germany; and other members of the Acciona Group are engaged in highway transport, rail, logistics and distribution activities.

Acciona Urban and Environmental Services

The Urban and Environmental Services division is engaged in services related to urban areas and environmental protection, through activities such as: supply and treatment of water, solid waste management, street cleaning, construction, financing and maintenance of parking lots and hospital centers, funeral services and the provision of comprehensive services and facility management for all types of clients.

Acciona Water

PRIDESA-Proyectos y Servicios, S.A., the parent company of the Water division, is engaged in the treatment of water in general and in the desalination by reverse osmosis in particular, committed to innovation and the application of the most advanced technologies, as well as to quality in the performance of its various activities: design, construction, startup, commissioning and maintenance of facilities.

In addition to the above-mentioned six business divisions, the Acciona Group is engaged in other activities such as management of mutual funds and other collective investment schemes, management of pension funds through Bestinver Gestión, S.A. SGIIC and Bestinver Pensiones EGFP, S.A., financial advisory services through Bestinver SV, S.A., wine production with Hijos de Antonio Barceló, S.A., and media production, museums exhibitions and shows through GPD, General de Producciones y Diseño, S.A.

Major Shareholders

Acciona is controlled by Grupo Entrecanales, S.A., which holds a 59.60% stake in its capital stock. All direct and indirect shareholders of the Grupo Entrecanales, S.A. are part of a family group. No single member of this family group, individually or together with other members of this family group with whom it may act in concert, controls directly or indirectly Grupo Entrecanales, S.A.

EEE

EEE is an Italian limited liability company, incorporated on March 23, 2006, with the primary purpose of acquiring, holding and managing investments. EEE is a wholly owned subsidiary of ENEL.

EEE’s principal executive offices and telephone number are the same as those of ENEL.

ENEL

Overview

ENEL is an Italian corporation, headquartered in Rome, Italy, that is active in the energy business, primarily the supply of electricity and natural gas. ENEL was established in December 1962 as a state-owned entity through the nationalization of approximately 1,250 private power companies in Italy. In 1992, ENEL ceased to operate as a public entity and was transformed into a corporation. ENEL’s capital stock is now widely held with approximately 2.2 million shareholders as of December 31, 2006. JPMorgan Chase Bank, N.A. is the depositary agent for the

purposes of issuing the American depositary receipts evidencing the American depositary shares of ENEL. ENEL’s principal executive offices are located at Viale Regina Margherita 137, 00198 Rome, Italy, and its telephone number is +39 06830 52783.

ENEL’s capital stock amounts to €6,182,720,234, and is represented by 6,182,720,234 common shares, nominal value €1.00 each. ENEL’s common shares are listed on the Milan Stock Exchange. In addition, ENEL American depositary shares are listed on the NYSE under the symbol “EN” and are evidenced by American Depositary Receipts. Each American Depositary Share represents five common shares of ENEL. ENEL is a “foreign private issuer” as defined in Rule 3b-4(c) of the Exchange Act. ENEL’s common shares and American Depositary Shares are registered pursuant to Section 12(b) of the Exchange Act. ENEL is subject to the periodic reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports and other information with the SEC relating to its business, financial condition and other matters. Such reports and other information are available to the public on the SEC’s website (www.sec.gov).

ENEL is one of the leading integrated power and gas utilities in Europe. ENEL is the largest power company in Italy and the third largest in Europe after Electricité de France S.A. of France and E.ON AG of Germany (which is referred to as “E.ON”) based on number of clients.

Corporate Structure

ENEL, as the parent company, defines the strategic objectives for ENEL and its subsidiaries (which are collectively referred to as the “ENEL Group”) and coordinates the activities of all the members of the ENEL Group.

In recent years, the ENEL Group has streamlined its operations to focus on its core power and natural gas activities and has divested certain non-strategic assets. As a result, from January 1, 2006, the ENEL Group’s core energy business was organized into four separate divisions: (i) Domestic Generation and Energy Management, (ii) Domestic Infrastructure and Networks, (iii) Domestic Sales, and (iv) International Division. Moreover, all non-core activities provided by companies of the ENEL Group have been grouped in the Services and Other Activities area.

Domestic Generation and Energy Management

The Domestic Generation and Energy Management division is primarily engaged in power generation activities. As a result of the progressive liberalization of the Italian electricity market and the required sale of a portion of its generation capacity, the ENEL Group estimates that its share of the power generation market in Italy has declined to approximately 34% in 2006. In 2006, the ENEL Group generated approximately 104 terawatts hour (which are referred to as “TWh”) of electricity in Italy.

Domestic Infrastructure and Networks

The Domestic Infrastructure and Networks division is primarily engaged in the distribution of electricity and natural gas, the management of its distribution network and metering. The ENEL Group currently transports approximately 80% of the electricity transported in Italy on its distribution network. In 2006, the ENEL Group distributed 255 TWh through its electricity distribution network to 30 million electricity customers. The ENEL Group also distributed 3.66 billion cubic meters of natural gas through its natural gas pipeline network to over 2.0 million natural gas customers and 1,234 municipalities.

Domestic Sales

The Domestic Sales division is primarily engaged in the sale of electricity and natural gas to end users and the development of associated new products and services. As a result of the liberalization process, the Italian free market has become very competitive. In 2006, the ENEL Group had a market share of 15% in direct sales of electricity to end users in Italy in the free market.

International

Consistent with the objective of the ENEL Group to become one of the largest electricity companies in Europe and expand its operations outside Italy, the International division is focusing its efforts in European markets in which it is already present (such as Spain, Slovakia, Romania, Bulgaria, France, Russia and the Americas) as well as considering opportunities that may arise in other markets (such as other Central and Eastern European markets). The International division identifies and evaluates investment opportunities outside Italy, and manages and integrates in the ENEL Group acquisitions outside Italy of businesses in the power and natural gas markets.

The diagram below contains the most significant subsidiaries of the ENEL Group.

Major Shareholders

The Ministry of Economy and Finance of the Republic of Italy currently owns 21.12% of ENEL, and Cassa Depositi e Prestiti S.p.A., a company 70% owned by the Ministry of Economy and Finance of the Republic of Italy and 30% owned by a consortium of Italian banking foundations, owns 10.15% of ENEL.

ENEL does not believe that the Ministry of Economy and Finance of the Republic of Italy exercises powers of direction and control over ENEL and its operations, as it has consistently limited its influence over ENEL’s operations to participating in the nomination and election of ENEL’s directors. The Ministry of Economy and Finance of the Republic of Italy indicated that the power to appoint the majority of ENEL’s directors does not grant to it the powers to define direction and coordination over ENEL’s business operations.

The 1994 privatization law (Law No. 474 of July 30, 1994), as amended by article 4, paragraph 227, of Law 350 of December 24, 2003, imposes certain shareholding limitations to ENEL’s shareholders and grants the Ministry of Economy and Finance of the Republic of Italy certain special powers, regardless of the level of its shareholding in ENEL.

Limitations on shareholdings

According to Italian 1994 privatization law, ENEL’s by-laws provide that no shareholder other than the Italian government, public statutory bodies and their respective subsidiaries may own common shares representing more than 3% of ENEL’s share capital. This limit does not apply in the event that it is exceeded as a result of a mandatory tender offer or a voluntary tender offer, as provided under Italian law. The Italian 1994 privatization law and ENEL’s by-laws restrict the ability of any person to exercise any voting rights attributable to common shares held or controlled by that person representing more than 3% of ENEL’s share capital. In the event that common shares held or controlled in excess of the 3% threshold are voted, any shareholders’ resolution adopted pursuant to this vote may be challenged if the majority required to approve this resolution would not have been reached without the vote of common shares held exceeding this threshold. Common shares not entitled to be voted, for the above-mentioned reason, are nevertheless counted for purposes of determining the quorum at a shareholders’ meeting.

Special powers of the Ministry of Economy and Finance of the Republic of Italy

The Italian 1994 privatization law and ENEL’s by-laws confer upon the Italian government, acting through the Ministry of Economy and Finance of the Republic of Italy, certain special powers with respect to ENEL’s business and actions by ENEL’s shareholders. These powers may apply regardless of the shareholding in ENEL of the Ministry of Economy and Finance of the Republic of Italy. In September 2004, the government substantially confirmed the scope and duration of the special powers of the Ministry of Economy and Finance of the Republic of Italy, taking into account, among other factors, the liberalization level achieved by that time in the European energy sector. The Ministry of Economy and Finance of the Republic of Italy exercises these special powers after consultation with, and with the agreement of, the Ministry of Productive Activities of the Republic of Italy. The Italian budget law for 2004 (Law No. 350 of December 24, 2003) amended the regulations concerning the “special powers” held by the government. ENEL’s by-laws now reflect the following special powers of the Ministry of Economy and Finance of the Republic of Italy:


	•	Opposition to material acquisitions of shares of ENEL

The Ministry of Economy and Finance of the Republic of Italy has the authority to oppose any acquisition, including through tender offers, by persons or entities subject to the limitation on shareholdings (as provided by ENEL’s by-laws) of an interest in ENEL equal to or in excess of 3% of the share capital (including common shares held in the form of ADSs) with voting rights at ordinary shareholders’ meetings, in the event the Ministry of Economy and Finance of the Republic of Italy considers the transaction to be detrimental to vital national interests. The Ministry of Economy and Finance of the Republic of Italy must express any opposition to an acquisition by such a person or entity within ten days of receiving notice from the board of directors that a request to register such an interest in the shareholders’ register has been made. During this ten-day period, all non-economic rights, including the right to vote, pertaining to the shares that represent the significant holding are suspended. Should the Ministry of Economy and Finance of the Republic of Italy oppose a purchase for due cause in an order setting out

the concrete detriment the transaction would cause to vital national interests, the purchaser may not exercise the right to vote nor any other non-economic right pertaining to the shares that represent the significant holding, and must dispose of such shares within one year. In case of failure to comply, upon request by the Ministry of Economy and Finance of the Republic of Italy, a court will order the sale of the subject shares. The purchaser has 60 days to challenge an order opposing its purchase before the Administrative Tribunal of Lazio.


	•	Opposition to material shareholders’ agreements

The Ministry of Economy and Finance of the Republic of Italy has the authority to oppose certain types of shareholders’ agreements entered into by holders of at least one-twentieth of the voting share capital at ordinary shareholders’ meetings, if it believes such an agreement would be detrimental to vital national interests. The Ministry of Economy and Finance of the Republic of Italy must oppose the agreement within 10 days of receiving notice of such shareholders’ agreements. During this ten-day period, all non-economic rights pertaining to the shares held by the parties to the agreement, including the right to vote, are suspended. Should the Ministry of Economy and Finance of the Republic of Italy oppose an agreement, for due cause in an order setting out the concrete detriment the agreement would cause to vital national interests, the agreement is not effective, and if it appears from their conduct at a shareholders’ meeting that the parties to the agreement are continuing to observe the arrangement contemplated by the agreement, any resolution adopted with the decisive vote of these shareholders may be challenged in court. Any party to an agreement that the Ministry of Economy and Finance of the Republic of Italy opposes has 60 days to challenge the order of the Ministry of Economy and Finance of the Republic of Italy before the Administrative Tribunal of Lazio.


	•	Members of ENEL’s Board of Directors

The Ministry of Economy and Finance of the Republic of Italy has the power to appoint one non-voting member of ENEL’s board of directors in addition to the voting members elected by the shareholders.


	•	Veto power over material changes

The Ministry of Economy and Finance of the Republic of Italy, for due cause when it believes concrete detriment to vital national interests would result, may veto any resolution to dissolve, merge or demerge ENEL, to transfer a significant part of its business or its registered headquarters outside of Italy, to change its corporate purpose or to eliminate or modify any of the special powers of the Ministry of Economy and Finance of the Republic of Italy. Any such veto may be challenged within 60 days by any dissenting shareholder before the Administrative Tribunal of Lazio.


14.	Background of the Offers; Contacts with Endesa.

Background

As of the date of this Offer to Purchase, Acciona directly owns 10,964,099 ordinary shares, representing 1.036% of the share capital of Endesa. Additionally, through its wholly owned subsidiary Finanzas, Acciona owns an additional 211,750,424 ordinary shares, representing 20% of the share capital of Endesa. The price per share data for the Acciona and Finanzas transactions are included in Schedule 2. These acquisitions were financed by two facilities: (i) a syndicated loan granted to Acciona on December 21, 2006 by Banco Santander Central Hispano, S.A., The Royal Bank of Scotland, Plc, Banco Bilbao Vizcaya, S.A., Banca Imi S.p.A., BNP Paribas, branch in Spain, Calyon S.A., branch in Spain and Natixis Banques Populaires, branch in Spain for an aggregate principal amount of €2.513 billion, of which €1.430 billion has been drawn, and (ii) another syndicated loan granted to Finanzas by the same syndicate of banks for an aggregate principal amount of €5.678 billion, of which €5.575 billion has been drawn.

As of the date of this Offer to Purchase, EEE directly owns 264,401,597 ordinary shares, representing approximately 24.97% of the share capital of Endesa. On February 27, 2007, EEE purchased 105,800,000 ordinary shares, which represented approximately 9.993% of the share capital of Endesa, at €39.00 each in an off-market transaction with certain institutional investors. This acquisition was funded with working capital of ENEL from ENEL’s own cash-flows and existing working capital credit lines. On March 1, 2007, March 2, 2007 and March 12, 2007, EEE entered into an aggregate of four total return equity swap transactions with UBS Limited and

Mediobanca — Banca di Credito Finanziario S.p.A. (which is referred to as “Mediobanca”), for a total of 158,601,597 ordinary shares, representing 14.98% of the share capital of Endesa. On June 6, 2007, EEE settled these total return equity swap transactions by physical delivery, and acquired an additional 158,601,597 ordinary shares at €39.00 each. The settlement of these total return equity swap transactions was funded with a credit line with Mediobanca.

Contacts with Endesa

Except for the confidentiality agreements between Endesa and each of Acciona and ENEL dated June 15, 2007, neither Acciona nor EEE have reached any agreement with Endesa, the members of the board of directors of Endesa or the executive officers of Endesa in connection with the Offers.

Contacts between Acciona and Endesa prior to the announcement of the Offers

Representatives of Acciona and Endesa met to jointly analyze Acciona’s position as a leading shareholder of Endesa as follows:


	•	On September 26, 2006, José Manuel Entrecanales Domecq, Chairman of Acciona, and Valentín Montoya Moya, Group Chief Financial Officer of Acciona, met with Rafael Miranda Robredo, Chief Executive Officer of Endesa, and José Luis Palomo Álvarez, Chief Financial Officer of Endesa.

	•	On October 3, 2006 and November 3, 2006, José Manuel Entrecanales Domecq, Chairman of Acciona, and Manuel Pizarro Moreno, Chairman of Endesa, met in Madrid.

	•	On April 11, 2007, José Manuel Entrecanales Domecq, Chairman of Acciona, had a telephone conversation with Manuel Pizarro Moreno, Chairman of Endesa, followed by a meeting on April 13, 2007 to discuss the filing of the Spanish Offer with the CNMV.

In addition, executive officers of Acciona and Endesa met to discuss the Endesa’s operations on October 25, 2006 and on November 3, 2006.

Contacts between ENEL and Endesa prior to the announcement of the Offers

On November 24, 2005, Fulvio Conti, Chief Executive Officer of ENEL, met in Madrid with Rafael Miranda Robredo, Chairman of Endesa, to discuss the announced tender offer bid over Endesa by Gas Natural SDG, S.A.

On April 10, 2007, Fulvio Conti, Chief Executive Officer of ENEL, informed Rafael Miranda Robredo, Chairman of Endesa, of the coming filing of the Spanish Offer with the CNMV during a meeting in Rome.

Contacts between the Offerors and Endesa subsequent to the announcement of the Offers

On April 13, 2007, José Manuel Entrecanales Domecq, Chairman of Acciona, had a meeting with Manuel Pizarro Moreno, Chairman of Endesa, to follow-up on the telephone conversation of April 11, 2007 to discuss the filing of the Spanish Offer with the CNMV.

Executive officers of Acciona and ENEL, on the one hand, and executive officers of Endesa, on the other, have had several follow-up meetings after the initial filing of the Spanish Offer with the CNMV on April 11, 2007. These meetings generally lasted between 60 and 90 minutes and were held to discuss procedures, calendar and developments in respect of the Offers, and the operations of Endesa. During a meeting on June 15, 2007, Endesa entered into confidentiality agreements with each of Acciona and ENEL in order provide to each of Acciona and ENEL access to certain confidential information in order to facilitate the Offers. Each of Acciona and ENEL has received certain confidential information from Endesa pursuant to these confidentiality agreements on June 22, 2007, July 5, 2007 and July 9, 2007 about the operations of Endesa.

In addition, legal counsel and other representatives of Acciona and ENEL have met on several occasions with, and have had regular telephone conversations with, legal counsel and other representatives of Endesa in order to discuss the Offers and to follow-up on topics discussed by the executive officers of Acciona, ENEL and Endesa.

There are no agreements or undertakings between the Offerors and the current members of the board of directors of Endesa in respect of their continuation as members of the board of directors of Endesa. The Offerors, however, acknowledge the services rendered by the current members of the board of directors of Endesa to guarantee the interest of the shareholders and other stakeholders of Endesa.

Contacts with Significant Shareholders of Endesa and E.ON

On March 16, 2007, representatives of Acciona and ENEL met in order to discuss and analyze the respective strategic objectives of Acciona and ENEL and the future activities and management of Endesa. During the following days, Acciona and ENEL negotiated the terms of an agreement relating to their respective shareholdings in Endesa. On March 26, 2007, Acciona, Finanzas, EEE and ENEL entered into the ENEL-Acciona Agreement, which was subsequently amended on April 2, 2007. The terms of the ENEL-Acciona Agreement are discussed in Section 15 (“Purpose of the Offers; Plans for the Company”) of this Offer to Purchase.

José Manuel Entrecanales Domecq, Chairman of Acciona, held meetings in Madrid with Miguel Blesa, Chairman of Caja Madrid, on September 26, 2006, October 4, 2006, October 30, 2006 and October 31, 2006, and Valentín Montoya Moya, Group Chief Financial Officer of Acciona, met with Carlos Vela, Managing Director of Caja Madrid, on November 6, 2006, in each case, to discuss and analyze the respective strategic objectives of Acciona and Caja Madrid and the future activities and management of Endesa. Fulvio Conti, Chief Executive Officer of ENEL, met with Miguel Blesa, Chairman of Caja Madrid, on April 9, 2007 and on June 3, 2007.

Executive officers of Acciona and Sociedad Estatal de Participaciones Industriales met on October 2, 2006 to discuss and analyze the respective strategic objectives of Acciona and Sociedad Estatal de Participaciones Industriales and the future activities and management of Endesa.

On October 10, 2006, José Manuel Entrecanales Domecq, Chairman of Acciona, met in Madrid with Wulf H. Bernotat, Chairman of E.ON, to discuss and analyze the tender offer bid by E.ON over Endesa, and terms upon which Acciona would be prepared to accept such tender offer. Executive officers and advisors of each of Acciona and E.ON met on several occasions in late December 2006 and until March 21, 2007. Fulvio Conti, Chief Executive Officer of ENEL, met with Wulf H. Bernotat, Chairman of E.ON, in Geneva on March 24, 2007. Acciona and ENEL met during the last week of March with E.ON to discuss the tender offer bid by E.ON for Endesa, the Offers and the legal disputes between them. On April 2, 2007, Acciona, Finanzas, EEE and ENEL entered into an agreement with E.ON to resolve their commercial and legal disputes and to provide for a planned sale of assets of Endesa and the ENEL Group to E.ON (which is referred to as the “E.ON Agreement”). The main terms of the E.ON Agreement are discussed in Section 15 (“Purpose of the Offers; Plans for the Company”) of this Offer to Purchase.


15.	Purpose of the Offers; Plans for the Company.

General

The purpose of the Offerors’ joint Offers is to obtain joint control of Endesa and, to that end, the Offerors intend the acquire the maximum possible number of ordinary shares and ADSs.

The business purpose for the acquisition of Endesa by the Offerors is to develop a joint long term industrial relationship that will lead to a strengthening of the financial results of Endesa, Acciona and ENEL by combining Acciona’s experience in the Spanish market and in the renewable energy sector with ENEL’s management capacity in the power industry and Endesa’s experience. The Offerors believe that their acquisition of Endesa securities represents a long term and stable investment aimed at controlling Endesa.

Subject to amendments required by applicable regulation and market conditions, the Offerors intend to continue the execution of Endesa’s €12.3 billion strategic plan and investment plan for the 2007-2009 period with certain adjustments associated with the integration of Endesa’s and Acciona’s renewable energy assets contemplated by the ENEL-Acciona Agreement described in Section 15 (“Purpose of the Offers; Plans for the Company — The ENEL-Acciona Agreement”) of this Offer to Purchase, and the asset sales to E.ON pursuant to the E.ON Agreement described in Section 15 (“Purpose of the Offers; Plans for the Company — Future Activity of Endesa — Plans with regard to Endesa’s assets”) of this Offer to Purchase. The Offerors do not currently intend to modify

Endesa’s investment plan with respect to regulated activities of natural gas and electricity transmission and distribution in the Spanish market, including, (i) the regassification plants under construction in Reganosa (Mugardos, La Coruña), Sagunto (Valencia) and Gascan (Canary Islands); (ii) the international gas pipeline of Medgaz (in which Endesa has a 12% interest) connecting Algeria with the Iberian Peninsula through Almería; (iii) the power transmission facilities of Endesa; (iv) the Spanish power generation, transmission and distribution facilities outside the Iberian Peninsula (Balearic Islands, Canary Islands, Ceuta and Melilla); (v) nuclear power plants; and (vi) Spanish domestic coal-fueled power plants in As Pontes, Compostilla and Teruel.

The Offerors intend that the seat of management and the actual decision making center of Endesa will remain in Spain. With the exception of the integration of Endesa’s and Acciona’s renewable energy assets and the asset division provision contemplated by the ENEL-Acciona Agreement described in Section 15 (“Purpose of the Offers; Plans for the Company — The ENEL-Acciona Agreement”) of this Offer to Purchase, the asset sales of E.ON pursuant to the E.ON Agreement described in Section 15 (“Purpose of the Offers; Plans for the Company — Future Activity of Endesa — Plans with regard to Endesa’s assets”) of this Offer to Purchase, and the regulatory and antitrust restrictions described in Section 18 (“Legal Matters; Required Antitrust and Other Regulatory Approvals”) of this Offer to Purchase, the Offerors do not expect Endesa or any member of the Endesa group of companies to merge, demerge, consolidate, dissolve, sell assets, spin off businesses, or undertake any other business combination transaction with or to the Offerors or any of their companies.

With the exception of renewable energy assets, the Offerors intend to carry out their respective activities in the energy sector in the Iberian market through the Endesa group of companies. Likewise, with the exception of renewable energy assets, and the activities currently carried out with their respective existing assets, the Offerors intend to carry out their respective activities in the energy sector in the Latin American markets through the Endesa group of companies.

The Offerors believe that a greater and more balanced asset base will create economies of scale and cost saving opportunities as well as the possibility to share best practices in areas such as: (a) availability and fuel risk management, (b) power plant construction, operation and maintenance, (c) customer management and new product development, (d) network infrastructure management and network availability and quality, (e) IT optimization and (f) joint purchase platforms and common support services. Notwithstanding the above, the purpose of the Offerors’ joint Offers to acquire Endesa is not to achieve synergies or cost savings, because the Offerors believe that the acquisition of Endesa would continue to be profitable even without the realization of such synergies and cost savings. At this time, in the absence of more detailed information on Endesa, the Offerors cannot quantify the synergies and cost savings resulting from the acquisition of Endesa.

Future Activity of Endesa

Following the Offers, the Offerors generally plan to maintain Endesa’s current business policy and to continue developing Endesa’s main business areas in the ordinary course.

Plans with regard to Endesa’s assets

Under the E.ON Agreement, Acciona and ENEL have agreed to submit to the consideration of Endesa’s corporate bodies, and specifically to its shareholders at a shareholder meeting, and support in those bodies, the sale of the following assets of Endesa to E.ON:


	•	shares of Endesa Europa, S.L.U., provided that prior to any such sale of shares of Endesa Europa, S.L.U., Endesa or its designees may acquire from Endesa Europa, S.L.U. any assets of Endesa Europa S.L.U. associated with its business and activities outside Italy, France, Poland and Turkey; and

	•	certain additional assets located in Spain, consisting of (a) 10-year rights to a 450 MW nuclear power plant based on a power supply agreement; and (b) three thermal plants, Foix (including the development of the 800MW CCGT project), Los Barrios and Besos 3, with a combined installed capacity of approximately 1,475 MW.

The sale of these assets to E.ON under the E.ON Agreement is subject to certain conditions including (i) Acciona and ENEL holding more than 50% of the share capital and voting rights of Endesa before December 31,

2009, (ii) Acciona and ENEL having appointed a majority of the members of the board of directors of Endesa, and (iii) the applicable regulatory and antitrust clearances in connection with such disposals having been obtained.

According to publicly available information of Endesa, the net installed generation capacity in 2006 of the assets of Endesa Europa, S.L.U. in Italy, France, Poland and Turkey represented approximately 20.7% of the aggregate net installed generation capacity of the Endesa group of companies in 2006, and generated in 2006 approximately 19.1% of the aggregate electricity generated by the Endesa group of companies in 2006. Likewise, according to publicly available information of Endesa, net installed generation capacity in 2006 of the assets of Endesa located in Spain subject to a sale under the E.ON Agreement (excluding nuclear energy) represented approximately 3.1% of the aggregate net installed generation capacity of the Endesa group of companies in 2006, and generated in 2006 approximately 4.1% of the aggregate electricity generated by the Endesa group of companies in 2006.

The purchase price of those assets will be fair market value determined by valuations from several internationally reputable investment banks.

Under the ENEL-Acciona Agreement, Acciona and ENEL have agreed to integrate all the renewable energy generation assets as defined in the Spanish special regime (excluding cogeneration assets, but including biofuels) of Acciona and Endesa. See Section 15 (“Purpose of the Offers; Plans for the Company — The ENEL-Acciona Agreement — Renewable Energy”) of this Offer to Purchase. See Section 15 (“Purpose of the Offers; Plans for the Company — The ENEL-Acciona Agreement — Newco”) of this Offer to Purchase.

The Offerors intend for Endesa to continue to play an important role within the Spanish energy market, and to contribute to its development, including with respect to opportunities in natural gas-electricity convergence. In this respect, investments would be focused on the new GGGT power generation plants and the increase in LNG capacity.

The Offerors intend to take full advantage of Endesa’s Centre for Excellence in Distribution based in Barcelona and build this center into a Global Centre of Excellence for ENEL, Acciona and Endesa, which will serve as a key resource to share research and development efforts in the areas of power distribution and efficient use of energy.

Other than as described above, as of the date of the Offer to Purchase, the Offerors do not have any specific plans regarding the use or disposal of Endesa’s assets outside the ordinary course of business.

Employment policy

The Offerors currently do not plan any material changes in connection with the employment policies of Endesa as a result of the Offers. The Offerors plan to rely on the experience, technological capacity and efficiency of Endesa’s personnel proven throughout the years. The Offerors do not plan to make material changes in the current employment levels. The Offerors intend to maintain the current employment benefits of Endesa’s personnel and executives, including pension plans.

The Offerors do not have any agreement or understanding with the current senior management of Endesa, although they acknowledge the importance of retaining and motivating a significant portion of Endesa’s key executives. To that end, the Offerors intend to analyze offering long term retention and incentive programs to Endesa’s key executives.

The Offerors anticipate that the integration of Endesa’s and Acciona’s renewable energy assets contemplated in the ENEL-Acciona Agreement and the asset sales to E.ON pursuant to the E.ON Agreement will result in some adjustments to the affected companies. As of the date of this Offer to Purchase, the Offerors have no plans in this regard.

Shareholder remuneration policy

According to publicly available information, Endesa’s current business plan includes a commitment to increase by 12% per annum the dividend associated with continuing ordinary operations, and a commitment to distribute 100% of the net income generated by disposals of non-strategic assets. In this regard, Endesa has stated that it intends to distribute to its shareholders dividends in an aggregate amount of €9,900 million during the

2005-2009 period, of which €4,277 million were already distributed according to the annual report of Endesa for the year ended December 31, 2006. Under the ENEL-Acciona Agreement, Acciona and ENEL agreed to cause Endesa to distribute dividends in accordance with Endesa’s current business plan subject to regulatory constraints, the execution of Endesa’s investment plan for regulated activities and future disposals. The Offerors expect that the shareholder remuneration policy of Endesa will be affected by any reduction in cash flows associated with the disposals contemplated by the E.ON Agreement.

In addition, under the ENEL-Acciona Agreement, the Offerors agreed to take all necessary action to distribute as dividends the excess cash flow as a result of the income that Endesa could have received as a result of the sale of its assets, such as those contemplated by the E.ON Agreement. Notwithstanding the above, the specific decision on the possibility to distribute a dividend and, in its case, its amount, will be conditioned upon the amount of net proceeds received by Endesa from the expected sales, and, among other circumstances, upon the amount of the funds required to comply with the investment plans of Endesa in force from time to time.

As of the date of this Offer to Purchase, the Offerors are not able to evaluate the impact that the disposals contemplated by the E.ON Agreement may have in Endesa’s cash flows and ability to distribute dividends. Moreover, the Spanish National Energy Commission in its authorization of the Offers conditioned distributions by members of the Endesa group of companies engaged in regulated activities to the satisfaction of their investment and financial commitments. There can be no assurance that the Offerors will cause Endesa to distribute an amount of dividends equal to the amount of dividends committed in Endesa’s current business plan.

Indebtedness

As of the date of this Offer to Purchase, the Offerors do not have any current intentions or specific plans to restructure Endesa’s existing indebtedness (including the issue of any debt securities) or modify Endesa’s indebtedness policy. However, subject to the maximum leverage ratio permitted by the Spanish National Energy Commission in its authorization of the Offers of 5.25 to 1.00 applicable to the Endesa group of companies during the five-year period following the completion of the Offers, the Offerors may decide to restructure Endesa’s indebtedness at any time in the future, based on new information, then prevailing market conditions and the future development of the Offerors and Endesa.

Articles of Association of Endesa

As of the date of this Offer to Purchase, the Offerors intend to amend the articles of association of Endesa with respect to articles 32 (“Limits of voting rights”), 37 (“Number and classes of directors”), 38 (“Term of office”), and 42 (“Eligibility”) as described in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase. In addition, following the completion of the Offers, the Offerors intend to propose the amendments to the articles of association of Endesa required to implement, to the extent practicable, the governance provisions of the ENEL-Acciona Agreement described in Section 15 (“Purpose of the Offers; Plans for the Company — The ENEL-Acciona Agreement — Governance of Endesa”) of this Offer to Purchase.

In the event that the Offerors waive the conditions provided for in Section 5 (“Conditions to the U.S. Offer”) of this Offer to Purchase because the Endesa shareholders do not approve amending those articles of Endesa’s articles of association at the general shareholders’ meeting of Endesa prior to the expiration of the acceptance periods under the Offers or otherwise, the Offerors anticipate that they would propose to amend such articles of Endesa’s articles of association following the completion of the Offers.

The ENEL-Acciona Agreement

On March 26, 2007, Acciona, Finanzas, EEE and ENEL entered into the ENEL-Acciona Agreement, whereby, subject to certain conditions, the parties agreed to make a joint tender offer for all of the share capital of Endesa, and agreed on a set of governance principles for the joint management of Endesa following the completion of the Offers. The following is a summary of the most significant provisions of the ENEL-Acciona Agreement with respect to the plans of the Offerors for Endesa. This summary is qualified in its entirety by reference to the English translation of the ENEL-Acciona Agreement, which is attached as Exhibits d(1) and d(2) to the Tender Offer Statement on Schedule TO to which this Offer to Purchase is an exhibit.

Allocation of Endesa securities tendered under the Offers

Under the ENEL-Acciona Agreement, the Offerors have agreed to allocate a fixed number of Endesa securities tendered under the Offers equal to 42,079,382 to Acciona and all other Endesa securities tendered under the Offers to EEE. Assuming all of the outstanding Endesa securities not currently owned directly or indirectly by the Offerors are tendered into the Offers, 42,079,382, Endesa securities tendered under the Offers would be allocated to Acciona and 529,556,615 Endesa securities tendered under the Offers would be allocated to EEE. Acciona will not purchase more than a combined total of 42,079,382 Endesa securities in the Offers, regardless of the number of Endesa securities tendered in the Offers or otherwise acquired in the Offers.

Newco

The ENEL-Acciona Agreement provides that following settlement of the Offers, the Offerors will incorporate a Spanish limited liability company (which is referred to as “Newco”). Acciona and its affiliates will contribute to Newco an aggregate of 264,793,905 ordinary shares representing approximately 25.0100% of the share capital of Endesa, and ENEL and its affiliates will contribute to Newco an aggregate of 264,793,898 ordinary shares representing approximately 25.0099% of the share capital of Endesa. The ENEL-Acciona Agreement provides that Newco will hold more than 50% and not more than 50.02% of the share capital of Endesa, and that ENEL will hold, directly or indirectly, the ordinary shares it acquires in the Offers in excess of those contributed to Newco. Acciona and ENEL agree not to transfer shares in Endesa or Newco except to their respective wholly owned subsidiaries.

The contribution will take place in two phases: (a) a first phase following the incorporation of Newco, in which Acciona and its affiliates will contribute an aggregate of 53,043,481 ordinary shares (representing 5.010% of the share capital of Endesa) to Newco, and ENEL and its affiliates will contribute an aggregate of 53,043,474 ordinary shares (representing 5.009% of the share capital of Endesa) to Newco; and (b) a second phase in which, no later than the first half of 2010, Acciona and its affiliates will contribute 211,750,424 ordinary shares to Newco, and ENEL and its affiliates will contribute 211,750,424 ordinary shares to Newco. In or prior to 2010, Newco will have an aggregate of 529,587,803 ordinary shares, which represents approximately 50.02% of the share capital of Endesa. The share capital of Newco will be divided into the same number of common shares as ordinary shares of Endesa have been contributed by Acciona, ENEL and their affiliates, so that Acciona and its affiliates will own common shares of Newco representing more than 50% of Newco’s share capital (specifically, Acciona and its affiliates will own seven more common shares of Newco than ENEL and its affiliates). A breach of these obligations to contribute ordinary shares to Newco under the ENEL-Acciona Agreement will give raise to a €1,000 million penalty payable by the breaching party to the other party.

Newco will have a board of directors consisting of an even number of members, of which half will be designated representatives by Acciona and the other half will be designated representatives by ENEL. The members of Newco’s board of directors will also be members of Endesa’s board of directors. The non-executive chairperson of the board of directors of Newco, who will have a casting vote, will be a representative designated by Acciona. The secretary of Newco’s board of directors will be a representative designated by ENEL with the approval of Acciona. Newco’s registered office will be in Madrid. The ENEL-Acciona Agreement contains a list of corporate actions that will require a qualified majority vote of Newco’s shareholders meeting or board of directors for their approval.

Governance of Endesa

Shareholders Meeting

The ENEL-Acciona Agreement provides that in the event the Offerors hold more than 50% of the share capital of Endesa and appoint a majority of the members of the board of Endesa, Acciona and ENEL will vote their ordinary shares at the shareholders meeting of Endesa in the same way as Newco. Under the terms of the ENEL-Acciona Agreement, upon completion of the Offers, the following decisions by the shareholders meeting of Endesa will require the affirmative vote of each of Acciona and ENEL:


	•	amendments to the articles of association regarding the transfer of Endesa’s headquarters outside Spain, change in the name of Endesa, amendments to structural corporate governance, amendments to the procedures to adopt resolutions in the corporate bodies, and change in the scope and content of the rights associated with the ordinary shares;

	•	the consolidation, merger or other business combination, or the dissolution or liquidation;


	•	the waiver of preemptive rights, or the issue of convertible bonds or any convertible security;

	•	capital increases or reductions, or debt issues;

	•	amendments to the dividend distribution policy contemplated by the business plan; and

	•	admission for trading or exclusion from trading on any organized securities market.

Board of Directors

Under the terms of the ENEL-Acciona Agreement, the board of directors of Endesa will consist of an even number of members of which Acciona and ENEL will have the right to designate an equal number, and they agree to not make use between themselves of the proportional representation system for designating board members. The ENEL-Acciona Agreement provides that the chairperson of the board of directors of Endesa will be nominated by Acciona, the chief executive officer of Endesa will be nominated by ENEL, the secretary of the board of directors of Endesa will be nominated by ENEL and approved by Acciona, and the general secretary of Endesa, who may attend the board meetings but cannot vote, will be nominated by the chairperson of the board of directors of Endesa. The ENEL-Acciona Agreement provides that the chairperson of the board of directors of Endesa and the chief executive officer of Endesa will act jointly with full power and authority. Under the terms of the ENEL-Acciona Agreement, the board of directors of Endesa will meet monthly and whenever so requested by at least two board members.

The ENEL-Acciona Agreement also provides that the following board decisions of Endesa will require the affirmative vote of the directors of Endesa designated by Acciona and ENEL, who will vote at the board of directors of Endesa in accordance with the instructions of Newco:


	•	business plan, budget and any amendments thereto;

	•	investments in excess of €100 million;

	•	asset sales or purchases in excess of €100 million;

	•	incurrence of indebtedness, leasing transactions and loans or guarantees in an aggregate principal amount in excess of €100 million;

	•	acquisitions or sales of shares or other similar interests in excess of €100 million;

	•	settlements in excess of €25 million;

	•	proposed amendments to the articles of association with respect to any matter that requires the affirmative vote of Acciona and ENEL at the shareholders meeting of Endesa;

	•	financing policies;

	•	amendments to the dividend distribution policy contemplated by the business plan;

	•	nomination of auditors other than the four main international auditing firms (KPMG, Deloitte, Ernst & Young and PwC);

	•	affiliate transactions in excess of €10 million;

	•	code of conduct and amendments thereto;

	•	material accounting policies; and

	•	powers of attorney with respect to any of the above.

Operating Committees

The ENEL-Acciona Agreement contemplates three operating committees of the board of directors of Endesa: the investment committee, the integration and synergies committee and the finance committee. The members of the operating committees will be nominated by Acciona and ENEL. The chairperson and chief executive officer will determine the functions of these committees.

Renewable Energy

The ENEL-Acciona Agreement provides that in the event the Offerors hold more than 50% of the share capital of Endesa and appoint a majority of the members of the board of Endesa, Acciona and ENEL will integrate all the renewable energy generation assets as defined in the Spanish special regime operational, under construction or under consideration (excluding cogeneration assets, but including biofuels) of Acciona and Endesa into a company designated by Acciona (which is referred to as “Acciona Energía”). The ENEL-Acciona Agreement contemplates that the contribution of assets and indebtedness by Acciona and Endesa into Acciona Energía will be structured so that Acciona will hold at least 51% of the share capital of Acciona Energía and Endesa will hold no more than 49% of the share capital of Acciona Energía.

According to publicly available information of Endesa, the net installed generation capacity in 2006 of the renewable energy generation assets of Endesa (not excluding cogeneration assets which will not be integrated into Acciona Energía) represented approximately 2.5% of the aggregate net installed generation capacity of the Endesa group of companies in 2006. The contribution of assets by Endesa to Acciona Energía will be made at fair market value determined by valuations from several internationally reputable investment banks.

The ENEL-Acciona Agreement sets out that the management of Acciona Energía will be the responsibility of Acciona, which will designate a majority of the members of the board of directors and the executive committee of Acciona Energía, and the managing director of Acciona Energía. Under the ENEL-Acciona Agreement, Endesa may exercise its right to proportional representation in the board of directors of Acciona Energía and Acciona is committed to considering and protecting the rights of Endesa as a minority shareholder of Acciona Energía.

Acciona’s Put Option

Under the ENEL-Acciona Agreement, ENEL has granted Acciona the right to sell to ENEL or its designee all, but not less than all, of the common shares of Newco and ordinary shares of Endesa owned by Acciona and its affiliates at any time between the third and the tenth anniversary of the execution of the ENEL-Acciona Agreement. The exercise price of this put option depends on whether or not the Offerors hold more than 50% of the share capital of Endesa and appoint a majority of the members of the board of Endesa. Assuming the Offerors hold more than 50% of the share capital of Endesa and appoint a majority of the members of the board of Endesa, the exercise price of this put option will be the higher of: (a) the offer price offered in the Offers (adjusted by prevailing interest rates, distributions and stock split type transactions as provided by the ENEL-Acciona Agreement), and (b) the fair market value of the ordinary shares determined in accordance with the ENEL-Acciona Agreement. If the Offerors hold 50% or less of the share capital of Endesa or do not a majority of the members of the board of Endesa, the exercise price of this put option will be €40 per ordinary share (adjusted by prevailing interest rates, distributions and stock split type transactions as provided by the ENEL-Acciona Agreement).

Division of Assets of Endesa

The ENEL-Acciona Agreement includes an asset division provision, pursuant to which at the request of Acciona or ENEL in the event of a deadlock between the parties following the third anniversary of the execution of the ENEL-Acciona Agreement, or at the request of Acciona or ENEL between the fifth anniversary and the tenth anniversary of the execution of the ENEL-Acciona Agreement, the assets of Endesa will be split between Acciona and ENEL. The asset allocation between Acciona and ENEL and the means by which the assets will be transferred to each of them will be determined at the time of the division of assets pursuant to the ENEL-Acciona Agreement.


16.	Source and Amount of Funds.

Assuming all of the outstanding Endesa securities not currently owned directly or indirectly by the Offerors are tendered into the Offers and based on the offer price of €40.16 per ordinary shares and per ADS, Acciona would pay an aggregate amount of €1,689,907,981.12 in cash and EEE would pay an aggregate amount of €21,266,993,658.40 in cash, to the holders of the Endesa securities under the Offers. In aggregate, the Offerors would, based on the offer price of €40.16 per ordinary share and per ADS, pay an aggregate amount of €22,956,901,639.52 in cash to the holders of the Endesa securities under the Offers. Under the ENEL-Acciona Agreement, the Offerors have agreed to allocate a fixed number of Endesa securities tendered under the Offers equal to 42,079,382 to Acciona and all other Endesa securities tendered under the Offers to EEE, so that Acciona will acquire 42,079,382 Endesa securities in the

Offers and all other Endesa securities tendered in the Offers will be acquired by EEE. Acciona will not purchase more than a combined total of 42,079,382 Endesa securities in the Offers, regardless of the number of Endesa securities tendered in the U.S. Offer, and regardless of any failure by EEE to purchase any other Endesa securities allocated to be purchased by it in accordance with the ENEL-Acciona Agreement. Because under the ENEL-Acciona Agreement, the Offerors have agreed to allocate a fixed number of Endesa securities tendered under the Offers equal to 42,079,382 to Acciona and all other Endesa securities tendered under the Offers to EEE, the aggregate amount to be paid by Acciona will only be reduced if the Endesa securities tendered under the Offers is less than 42,079,382. The aggregate amount to be paid by the EEE will be proportionally lower to the extent that less than 100% of the outstanding Endesa securities not currently owned directly or indirectly by the Offerors are tendered into the Offers up to the fixed number of Endesa securities allocated to Acciona of 42,079,382. The amount would be reduced if the offer price is reduced in the event that Endesa pays a dividend or other distribution prior to the acceptance for payment of Endesa securities tendered under the U.S. Offer.

The Offerors estimate that, based on the offer price of €40.16 per ordinary share and per ADS and assuming all of the outstanding Endesa securities not currently owned directly or indirectly by the Offerors are tendered into the Offers, the total amount of funds required to acquire the Endesa securities pursuant to the Offers and to pay the related fees and expenses will be approximately €23,250.4 million. See Section 19 (“Certain Fees and Expenses”) of this Offer to Purchase.

Acciona Bridge Facility Agreement

In order to finance the Offers, Acciona, as borrower, entered on April 11, 2007, into a term facility agreement with Banco Santander Central Hispano, S.A., The Royal Bank of Scotland Plc, Banco Bilbao Vizcaya Argentaria, S.A., Banca IMI S.p.A., BNP Paribas S.A., Sucursal en España, Caylon S.A., Sucursal en España, and Natixis S.A., Sucursal en España for a total amount of €1.8 billion (which is referred to as the “Acciona Bridge Facility Agreement”).

Below is a description of the material terms and conditions of the Acciona Bridge Facility Agreement. This description is qualified in its entirety by reference to the English translation of the Acciona Bridge Facility Agreement, which is attached as Exhibit b(1) to the Tender Offer Statement on Schedule TO to which this Offer to Purchase is an exhibit.

Amount and Maturity of the Facility

Up to €1.8 billion of financing will be made available under the Acciona Bridge Facility Agreement on the second business day after the completion of the Spanish Offer. The Acciona Bridge Facility Agreement matures on the earlier of (i) the date which falls nine months from the date of completion of the Spanish Offer, (ii) October 11, 2008, and (iii) the date on which Acciona draws funds under a long term facility to refinance the Acciona Bridge Facility Agreement to be entered into after the completion of the Offers.

Interest

The rate of interest under the Acciona Bridge Facility Agreement is EURIBOR plus a margin which for an initial period from April 11, 2007 to the earlier of (i) the date which falls 6 months after the date of completion of the Spanish Offer, and (ii) July 11. 2008, equals 30 basis points per annum, and which following such initial period equals 37.5 basis points per annum.

Utilization of the Funds

Under the Acciona Bridge Facility Agreement, the advances of the facility may be used exclusively for the following purposes: (i) to finance the acquisition of ordinary shares and ADSs by Acciona through the Offers, and (ii) to finance costs and expenses incurred by Acciona in connection with the preparation, negotiation and completion of the Offers and the financing thereto.

Mandatory Prepayment

The Facility Agreement includes a mandatory prepayment clause which requires Acciona to prepay principal amount outstanding under the Acciona Bridge Facility Agreement out of the net proceeds raised from the following transactions:


	•	the transfer by Acciona of any Endesa securities acquired by Acciona pursuant to the Offers;

	•	the exercise of Acciona’s put option right under the ENEL-Acciona Agreement or the encumbrance of such put option right to incur, or provide credit support to, any indebtedness; or

	•	asset sales in excess of €100 million not reinvested in the business within one year from such sale.

Other Commitments

The Acciona Bridge Facility Agreement sets out, among others, general customary covenants for this type of financing on limitation on asset sales, reporting obligations, compliance with laws and regulations, book keeping and auditing, pari passu ranking, restrictions on amendments to the business purpose of the Acciona Group and limitation on liens. In addition, the Acciona Bridge Facility Agreement requires the consent of the lenders to make any material change to the offer document filed with the CNMV on April 11, 2007 pursuant to the Spanish Offer.

The maintenance financial leverage ratio (consolidated net indebtedness over consolidated EBITDA) of the Acciona Bridge Facility Agreement is 6.00 to 1.00, and the maintenance fixed charge coverage ratio (consolidated EBITDA over consolidated interest expense) of the Acciona Bridge Facility Agreement is 3.00 to 1.00.

Events of Default

The Acciona Bridge Facility Agreement contains customary events of default for this kind of financing, including failure to pay, non-fulfillment of financial obligations, breach of representations and warranties, supervening illegality, cessation of activity by Acciona, events of material adverse change and insolvency.

Guarantees

The indebtedness under the Acciona Bridge Facility Agreement constitutes an unsecured obligation of Acciona and is not guaranteed by any subsidiary or parent company of Acciona. The lenders under the Acciona Bridge Facility Agreement have no recourse against Endesa or Acciona’s shareholders.

Refinancing

Following the completion of the Offers, Acciona intends to refinance the Acciona Bridge Facility Agreement and other term facilities used by Acciona and Finanzas to fund the acquisition of Endesa securities with a long term credit facility.

Acciona Bank Guarantee Agreement

In connection with the Spanish Offer, Banco Santander Central Hispano, S.A., The Royal Bank of Scotland Plc, Banco Bilbao Vizcaya Argentaria, S.A., Caylon S.A., Sucursal en España, and Natixis S.A., Sucursal en España (which are collectively referred to as the “Bank Guarantors”) have entered into a guarantee facility agreement with Acciona on April 11, 2007 (which is referred to as the “Acciona Bank Guarantee Agreement”) pursuant to which the Bank Guarantors have granted five joint and not several bank guarantees to guarantee in aggregate the payment obligations of Acciona under the Spanish Offer. The Acciona Bank Guarantee Agreement will terminate and cease to have any effect upon the cancellation of the five joint and not several guarantees granted pursuant to the Acciona Bank Guarantee Agreement and the payment of any amounts outstanding under the Acciona Bank Guarantee Agreement.

ENEL Facility Agreement

In order to finance the Offers, ENEL and ENEL Finance International, S.A. (which is referred to as “EFI”), as borrower, entered on April 10, 2007, into an euro syndicated term and guarantee facility agreement 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 (which together with Banco Bilbao Vizcaya Argentaria, S.A., Crédit Mutuel — CIC, Credit Suisse (London Branch), Dresdner Kleinwort (investment banking division of Dresdner Bank AG), Goldman Sachs International, Morgan Stanley Bank International Limited and Royal Bank of Scotland plc are collectively referred to as the “ENEL Mandated Lead Arrangers”) for a total amount of €35 billion (which is referred to as the “ENEL Facility Agreement”).

ENEL and EFI will provide to EEE the funds that are obtained under the ENEL Facility Agreement, as well as any other funds which may be used in the Offers, through intra-group loan agreements or capital contributions. ENEL and EFI will ensure that EEE is duly financed and capitalized at all times.

Below is a description of the material terms and conditions of the ENEL Facility Agreement. This description is qualified in its entirety by reference to the ENEL Facility Agreement, which is attached as Exhibit b(2) to the Tender Offer Statement on Schedule TO to which this Offer to Purchase is an exhibit.

Amount and Maturity of the Facility

The original amount of financing made available under the ENEL Facility Agreement was up to €35 billion. On June 18, 2007 the aggregate principal amount available under the ENEL Facility Agreement was reduced by €5 billion to €30 billion. Under certain circumstances if the consideration offered under the Offers is increased, up to €8.5 billion of additional financing may be made available under the ENEL Facility Agreement. The financing under the ENEL Facility Agreement is divided into three tranches:


	•	Tranche A (€10 billion) with a maturity date on April 9, 2008 (364 days after the execution of the ENEL Facility Agreement). On June 18, 2007, the principal amount available under tranche A was reduced to €5 billion.

	•	Tranche B (€15 billion) with a maturity date on April 10, 2010 (third anniversary of execution of ENEL Facility Agreement).

	•	Tranche C (€10 billion) with a maturity date on April 10, 2012 (fifth anniversary of execution of ENEL Facility Agreement).

Interest

The rate of interest under the ENEL Facility Agreement is linked to a ratings based margin ratchet. ENEL currently has an A/A-1 “credit watch negative” rating from Standard & Poor’s and an A1/P-1 (under review) rating from Moody’s. Until the actual rating for ENEL’s long term debt is confirmed or modified, the applicable interest rate will be EURIBOR plus 20 basis points per annum for tranche A of the facility, EURIBOR plus 25 basis points per annum for tranche B of the facility and EURIBOR plus 30 basis points per annum for tranche C of the facility.

Utilization of the Funds

Under the ENEL Facility Agreement, the advances of the facility may be used exclusively for the following purposes:


	•	to finance the acquisition of ordinary shares and ADSs by EEE through the Offers, as well as costs and expenses incurred thereto;

	•	to refinance the acquisition of ordinary shares and ADSs by EEE prior to the Offers, amounting to 9.993% of the outstanding share capital of Endesa;

	•	to finance and/or refinance all payments and incurred costs from the total return equity swap transactions entered into by ENEL with UBS Limited and Mediobanca on March 1, 2007, March 2, 2007 and March 12, 2007, amounting to 14.98% of the outstanding share capital of Endesa;


	•	to finance any other offers for ordinary shares and ADSs that may be mandatory for EEE as a result of the Offers for an aggregate principal amount not to exceed €1 billion;

	•	to finance the acquisition of ordinary shares and ADSs owned by Acciona pursuant to the put option granted by ENEL to Acciona under the ENEL-Acciona Agreement; and

	•	to obtain the funds needed to meet the payment obligations deriving from execution of the guarantee under the ENEL Facility Agreement.

Mandatory Prepayment

The ENEL Facility Agreement includes a mandatory prepayment clause that requires ENEL to prepay and cancel the ENEL Facility Agreement upon a change of control of ENEL. The ENEL Facility Agreement also requires ENEL to prepay principal amount outstanding under the ENEL Facility Agreement out of certain net proceeds raised from the following transactions:


	•	the issuance of debt securities by the ENEL Group, including bonds and debentures, but excluding commercial paper;

	•	the sale, assignment or transfer of shares of Endesa, EEE or Newco to any person outside the ENEL Group (excluding any sale pursuant to the E.ON Agreement);

	•	the sale, assignment or transfer of assets of Endesa, including the asset sales pursuant to the E.ON Agreement;

	•	an increase in ENEL’s financial indebtedness in the terms set forth in the ENEL Facility Agreement; or

	•	capital increases made by ENEL, EEE or Newco in the terms set forth in the ENEL Facility Agreement.

Other Commitments

The ENEL Facility Agreement sets out, among others, general customary covenants for this type of financing that will apply to the ENEL Group and, in the event ENEL acquires direct or indirect control of Endesa, to the Endesa group of companies, on limitation on asset sales, compliance with laws and regulations, maintenance of insurance policies, prompt payment of taxes, pari passu ranking, restrictions on amendments to the business purpose of the ENEL Group and limitation on liens. The ENEL Facility Agreement does not contain any limitation in respect of the dividend and investment policies of ENEL, Newco or Endesa following the completion of the Offers. The lenders under the ENEL Facility Agreement are not entitled to appoint any member of the board of directors of Endesa or to any other special right over the ordinary shares of Endesa or its subsidiaries.

The ENEL Facility Agreement contains a series of obligations for ENEL aimed at the orderly execution of the Offers, and the obligation to amend articles 32, 37, 38 and 42 of the Endesa articles of association as a condition precedent to funding. These obligations include the following requirements:


	•	to comply with the terms of the Offers;

	•	not to make announcements regarding the ENEL Facility Agreement without the consent of the ENEL Mandated Lead Arrangers;

	•	not to increase the price for the Offers without sufficient funds available to finance such increase; and

	•	to obtain the consent of the ENEL Mandated Lead Arrangers to any change in the Offers that would reduce the minimum acceptance conditions below 50%, or that would waive the obligations to amend Articles 32, 37, 38 and 42 of the Endesa articles of association, such consent not to be unreasonably withheld.

The maintenance financial leverage ratio (consolidated net indebtedness over consolidated EBITDA) of the ENEL Facility Agreement is 6.00 to 1.00.

Events of Default

The ENEL Facility Agreement contains customary events of default for this kind of financing, including failure to pay, non-fulfillment of financial obligations, breach of representations and warranties, supervening illegality, cessation of activity, expropriation or nationalization, events of material adverse change and insolvency of ENEL, EFI, certain subsidiaries of the ENEL Group and, in more limited cases, Endesa and certain of its subsidiaries.

Guarantees

The indebtedness under the ENEL Facility Agreement constitutes an unsecured obligation of EFI guaranteed by ENEL. The lenders under the ENEL Facility Agreement have no recourse against Endesa or ENEL’s shareholders. The ENEL Facility Agreement does not require ENEL or EFI to provide any security other than the pledge of the accounts that cash collateralized the bank guarantees issued pursuant to the ENEL Facility Agreement.

Syndication

The ENEL Mandated Lead Arrangers reserved in the ENEL Facility Agreement the right to syndicate their commitments under the ENEL Facility Agreement. ENEL’s consent is required prior to any syndication, such consent not to be unreasonably withheld. Except as set forth in the ENEL Facility Agreement, ENEL and EFI will not assume any costs or expenses resulting from the syndication.

Effects of the Financing under the ENEL Facility Agreement on Endesa

The financing of the Offers made available under the ENEL Facility Agreement, its eventual refinancing in the short and medium term and any repayment mechanisms provided in the ENEL Facility Agreement will not lead to any indebtedness of Endesa or its group companies.

Neither Endesa nor its subsidiaries will provide any kind of guarantee for the ENEL Facility Agreement financing the Offers, nor will they disburse any amount to repay the ENEL Facility Agreement.

The terms and conditions of the ENEL Facility Agreement do not require ENEL or EFI to commit to an extraordinary distribution of dividends in Endesa in relation to the ENEL Facility Agreement or to the repayment of the ENEL Facility Agreement.


17.	Material U.S. Federal and Spanish Income Tax Consequences of the U.S. Offer.

Material U.S. Federal Income Tax Consequences

The following summary describes the material U.S. federal income tax consequences of the U.S. Offer to U.S. Holders (as defined below) of ordinary shares or ADSs. This discussion is based on the Internal Revenue Code of 1986, as amended, existing and proposed U.S. Treasury regulations thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of an ordinary share or ADS that is for U.S. federal income tax purposes:


	•	an individual citizen or resident of the United States;

	•	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	•	a trust if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of ordinary shares or ADSs that is not a U.S. Holder (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares or ADSs, the tax treatment of a person treated as a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. If, for U.S. federal income tax purposes, you are treated as a partner in a partnership holding ordinary shares or ADSs, you should consult your tax adviser regarding the tax consequences of the U.S. Offer.

This discussion only addresses holders of ordinary shares or ADSs that hold their ordinary shares or ADSs, as applicable, as a capital asset within the meaning of Section 1221 of the Internal Revenue Code. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of ordinary shares or ADSs in light of such holder’s particular circumstances or that may be relevant to a holder of ordinary shares or ADSs subject to special treatment under the U.S. federal income tax laws, including, for example, a holder that is:


	•	a dealer in securities or currencies;

	•	a financial institution;

	•	a regulated investment company;

	•	a real estate investment trust;

	•	an insurance company;

	•	a tax-exempt organization;

	•	a person holding ordinary shares or ADSs as part of a hedge, straddle, constructive sale or conversion transaction;

	•	a trader in securities that has elected the mark-to-market method of accounting for its securities;

	•	a person who acquired ordinary shares or ADSs pursuant to the exercise of options or otherwise as compensation;

	•	a person liable for alternative minimum tax;

	•	a person who actually or constructively owns 5% or more of Endesa’s share capital;

	•	an entity or arrangement treated as a partnership for U.S. federal income tax purposes; or

	•	a person whose “functional currency” is not the U.S. dollar.

Except to the extent specifically addressed below, this summary does not address the tax consequences to Non-U.S. Holders. In addition, this summary does not address the effects of any state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

Holders of ordinary shares or ADSs who are considering participation in the U.S. Offer should consult their own tax advisors concerning the U.S. federal income tax consequences to them in light of their particular circumstances, as well as any consequences arising under the laws of any other jurisdiction.

U.S. Holders

Taxable Exchange

In general, a U.S. Holder who disposes of ordinary shares or ADSs pursuant to the U.S. Offer will recognize taxable capital gain or loss in an amount equal to the difference, if any, between the cash consideration received in the U.S. Offer and the U.S. Holder’s adjusted tax basis, determined in U.S. dollars, in its Endesa securities surrendered. Such gain or loss generally will be long term capital gain or loss if, at the time of the disposition, the U.S. Holder’s holding period with respect to its Endesa securities exceeds one year, as determined under U.S. federal

income tax principles. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of ordinary shares or ADSs at different times or different prices, any gain or loss must be determined separately for each such block.

The offer consideration paid in euros will be included in the income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt by such U.S. Holder or the U.S. Tender Agent, regardless of whether the cash consideration is in fact converted into U.S. dollars. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any euros received by a U.S. Holder or the U.S. Tender Agent that are converted into U.S. dollars on a date subsequent to receipt.

Subject to certain conditions and limitations, any Spanish income tax imposed on a U.S. Holder with respect to a disposition of ordinary shares or ADSs pursuant to the U.S. Offer may be treated as a tax eligible for credit against such holder’s U.S. federal income tax liability. Spanish income tax imposed on a U.S. Holder will not be treated as a tax eligible for credit to the extent it is reasonably certain that the amount will be refunded, credited, rebated, abated or forgiven. Accordingly, any Spanish income tax paid by a U.S. Holder as a result of such holder’s failure to establish its entitlement to an exemption under an applicable income tax treaty or Spanish domestic law, or to file a claim for a refund or credit with the Spanish taxing authorities would not be treated as a tax eligible for credit. In addition, foreign tax credits generally can be applied only to offset U.S. federal income tax imposed on income from foreign sources. Because any gain recognized by a U.S. Holder upon a sale of ordinary shares or ADSs pursuant to the U.S. Offer generally would be treated as U.S. source income for foreign tax credit purposes, a U.S. Holder’s ability to credit any Spanish tax imposed with respect to such sale (assuming such tax is eligible for credit) would be conditioned upon the U.S. Holder having sufficient other income from foreign sources. The rules governing foreign tax credits are very complex. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences arising from the imposition of Spanish income tax and regarding the application of the foreign tax credit rules in light of their particular circumstances.

Passive Foreign Investment Company Status

A non-U.S. corporation will be classified as a passive foreign investment company (which is referred to as “PFIC”) for any taxable year if (i) at least 75 percent of its gross income consists of passive income (such as dividends, interest, rents, royalties or gains on the disposition of certain minority interests), or (ii) at least 50 percent of the average value of its assets consist of assets that produce, or are held for the production of, passive income. If Endesa were characterized as a PFIC, such characterization would result in adverse tax consequences to U.S. Holders, and U.S. federal income tax consequences different from those described above may apply. These consequences include having gains realized on the disposition of ordinary shares or ADSs treated as ordinary income rather than capital gain and being subject to punitive interest charges on such gains. Endesa has previously stated in public filings with the SEC that it does not believe it is a PFIC for U.S. federal income tax purposes. It has, however, given no assurances with respect to its PFIC status. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to their disposition of ordinary shares or ADSs pursuant to the U.S. Offer.

Non-U.S. Holders

A Non-U.S. Holder’s gain or loss from the exchange of ordinary shares or ADSs pursuant to the U.S. Offer generally will be determined in the same manner as that of a U.S. Holder.

However, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any such gain recognized, unless (i) the gain is effectively connected with a U.S. trade or business of the Non-U.S. Holder (and, if certain income tax treaties apply, is attributable to a U.S. permanent establishment), or (ii) the Non-U.S. Holder is an individual who has been present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are satisfied.

A Non-U.S. Holder whose gain is effectively connected with the conduct of trade or business in the United States will be subject to U.S. federal income tax on such gain in the same manner as a U.S. Holder. In addition, a Non-U.S. Holder that is a corporation may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) on such effectively connected gain.

Information Reporting and Backup withholding

Payments of cash made to a U.S. Holder or Non-U.S. Holder of ordinary shares or ADSs in connection with the U.S. Offer, under certain circumstances, may be subject to information reporting and “backup withholding” at a rate of 28%, unless such holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. In this regard, a Non-U.S. Holder under certain circumstances may be required to provide an Internal Revenue Service Form W8-BEN certifying, under penalties of perjury, as to its Non-U.S. Holder status. Any amounts withheld under the backup withholding rules are not additional tax and may be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service.

Material Spanish Income Tax Consequences

The following summary describes the material Spanish income tax consequences that may be relevant to Spanish resident or non-resident holders of ordinary shares and ADSs that are considering the U.S. Offer. This summary is not a complete analysis or description of all the possible tax consequences of such transaction and does not address all tax considerations that may be relevant to all categories of holders of ordinary shares or ADSs, some of whom may be subject to special rules. In particular, this summary does not address the Spanish tax consequences applicable to “look-through” entities (such as trusts or estates) that may be subject to the special tax regime applicable to such entities under the Spanish Non-resident Income Tax Law.

For the purposes of this section it has been assumed that none of the relevant holders owns or has owned ordinary shares and/or ADS which represent 5% or more of the share capital of Endesa. The discussion set forth below is for general information only, does not purport to be tax advice, and may not be applicable depending upon the particular situation of a holder of Endesa securities. Holders of Endesa securities should consult their tax advisors with respect to the tax consequences to them of accepting the U.S. Offer.

The discussion set forth below applies only to owners of ordinary shares or ADSs who hold those securities as an investment, who are their absolute beneficial owners, and who are subject to the Spanish general tax regime for residents and non-resident taxpayers.

Spanish Resident Holders

Spanish resident individuals will realize a capital gain or loss in an amount equal, generally, to the difference, in euros, between the offer consideration and the acquisition value of their ordinary shares or ADSs calculated in accordance with the provisions set out in the Spanish Personal Income Tax Law (“PIT Law”), subject to the adjustments described in the following paragraph. Gains realized by Spanish resident individuals are taxable in Spain at a fixed tax rate of 18% regardless of the period during which such individuals held the ordinary shares or ADSs. The ordinary shares or ADSs which were acquired first will be deemed to be those sold first (FIFO method).

For each year during which the ordinary shares or ADSs were held before December 31, 1994, the capital gains resulting from their disposition will be reduced by 25% or 14.28%, respectively. However, the calculation of this reduction will only be applied to the part of the capital gain deemed to have taken place until January 20, 2006 which is to be determined in accordance with the calculation rules set out in the PIT Law.

Capital losses resulting from the disposal of ordinary shares or ADSs, when Endesa ordinary shares or ADSs were acquired within the two months (in the case of ordinary shares) or one year (in the case of ADSs) preceding or following the disposition of the ordinary shares or ADSs will be deferred until such acquired Endesa ordinary shares or ADSs are transferred.

Spanish resident companies, as well as Spanish permanent establishments of foreign taxpayers, will realize capital gain or loss in an amount equal to the difference, in euros, between the offer consideration and the Spanish tax basis of their ordinary shares or ADSs. Capital gains will be subject to corporate income tax at a rate of, generally, 32.5% in 2007 and 30% thereafter.

Spanish Non-resident Holders

Non-residents of Spain (without a permanent establishment in Spanish territory) will realize capital gain or loss in an amount equal, generally, to the difference, in euros, between the offer consideration and the acquisition value of their ordinary shares or ADS calculated in accordance with the provisions set out in the PIT Law. Non-resident individuals can benefit from the capital gain reduction scheme described above for ordinary shares and ADSs acquired before December 31, 1994 (computed as explained above). Capital gains will be subject to the Spanish 18% non-resident income tax, unless an exemption applies.

Holders of ordinary shares and ADSs which are resident in a country with which Spain has entered into an income tax treaty normally would not be taxed in Spain pursuant to the provisions of such tax treaties.

In addition to the tax treaty protection described in the preceding paragraph, the Spanish tax law sets forth a domestic exemption for gains realized upon the disposal of securities that are listed in a Spanish official secondary market, such as the ordinary shares, for residents in countries with which Spain has signed a tax treaty that contains an “exchange of information” clause (currently the tax treaty entered into between the Kingdom of Spain and the United States contains such an “exchange of information” clause) and that do not obtain the relevant gain either through a permanent establishment in Spain or through a tax haven (as defined under Spanish law).

Finally, the Spanish tax law also sets forth an exemption for capital gains derived from interests held in Spanish entities, such as such as ordinary shares and ADSs, by residents of a European Union Member State (other than Spain) that do not obtain the relevant gain either through a permanent establishment in Spain or through a tax haven (as defined under Spanish law) to the extent that (i) they have not directly or indirectly held more than 25% of the share capital or equity of the relevant entity at any time during the preceding 12-month period; and (ii) the assets of the relevant entity are not mainly real estate located in Spain whether directly or indirectly.

Capital gains realized by U.S. Holders upon the transfer of ordinary shares or ADSs pursuant to the U.S. Offer generally will be exempt from taxation in Spain pursuant to the income tax treaty between the United States and the Kingdom of Spain and/or the Spanish domestic exemption described above. In order to benefit from either of these exemptions, U.S. Holders are required to provide the Spanish tax authorities with certain documentation. U.S. Holders will be required to submit to the Spanish tax authorities a Spanish Form 210, which can be obtained at www.aeat.es, together with a certificate of residence issued by the U.S. Internal Revenue Service for the purposes of the income tax treaty between the United States and the Kingdom of Spain. Spanish law requires that both of these forms be filed within one month from the date on which the ordinary shares or ADSs are disposed of. U.S. Holders of ordinary shares or ADSs should consult their own tax advisors regarding the obligation to file these forms.


18.	Legal Matters; Required Antitrust and Other Regulatory Approvals.

Antitrust and Regulatory Approvals

In connection with the Offers, the approval of various regulatory authorities having jurisdiction over the Offerors or Endesa, and their respective subsidiaries and their respective businesses, is required. The principal approvals required are described below.

Antitrust Approvals

European Union

Acciona, ENEL and Endesa each conduct business in the member states of the European Union. Council Regulation (EEC) No. 139/2004 requires that certain mergers or acquisitions involving parties with aggregate worldwide sales and individual European Union sales exceeding specified thresholds be notified to and approved by the European Commission before such mergers and acquisitions are consummated. This Council Regulation also gives the member states of the European Union the right to request that the European Commission refer jurisdiction to review a merger to their national competition authorities under the provisions of the relevant national merger law where it may have an effect on competition in a distinct national market. Such a request must be notified to the European Commission within 15 working days of the notification of the transaction to the European Commission. There was no such referral in connection with the Offers.

Acciona and ENEL submitted their proposed acquisition of Endesa to the European Commission on May 31, 2007. The European Commission reviewed the acquisition of Endesa pursuant to the Offers to determine whether the acquisition is compatible with the common market. The European Commission concluded that the proposed transaction would not significantly impede effective competition in the European Economic Area or any substantial part of it and therefore, on July 5, 2007, decided not to oppose the acquisition of Endesa. In reaching this conclusion, the European Commission excluded the businesses to be transferred to E.ON pursuant to the E.ON Agreement from the scope of the notified concentration since Acciona and ENEL would not acquire any lasting control over them. In this regard, following the completion of the Offers and pending the transfer of such assets, Acciona and ENEL committed to manage the assets of Endesa Italia independently and separate from the management of the rest of the Endesa group of companies under the supervision of a trustee.

Spain

According to Council Regulation (EEC) No. 139/2004 and article 14.1 of Act 16/1989, of July 17, on the Defense of Competition, the acquisition by the Offerors of Endesa has been notified to the European Commission and not to the Service for the Defense of Competition, the Spanish competition authority, since it represents a combination involving parties with aggregate worldwide sales and individual European Union sales exceeding specified thresholds.

Other Jurisdictions

The Offerors are not required to file any notification with the antitrust authorities of the European Union member states with respect to the acquisition of Endesa by the Offerors.

Based on its review of publicly available information regarding the businesses in which Endesa and its respective subsidiaries are engaged, the acquisition by the Offerors of Endesa is subject to the following notification requirements and/or approvals in non-European Union countries:

Argentina

The Argentine antitrust authorities will be notified within the first week of the acceptance period of the Spanish Offer. The antitrust authorization period is 45 days from the date notice is complete, unless it is suspended by the Argentine antitrust authorities in order to request additional information from the Offerors. Therefore, in practice, it may take several months to obtain the authorization from the Argentine antitrust authorities. Following the completion of the Offers the Argentine antitrust authorities may seek antitrust remedies. If any such antitrust remedies become final, the Offerors will be required to comply with them, which could result in the sale of assets and companies of Endesa in Argentina. The Offerors believe that no circumstances exist that would prevent the acquisition of Endesa from being authorized by the Argentine antitrust authorities, because there is no overlap of activities in Argentina.

Brazil

On April 17, 2007, the Offerors filed a request for authorization with the Brazilian antitrust authorities. The antitrust authorization period is generally between four and six months, unless it is suspended by the Brazilian antitrust authorities in order to request additional information from the Offerors. Following the completion of the Offers the Brazilian antitrust authorities may seek antitrust remedies. If any such antitrust remedies become final, the Offerors will be required to comply with them, which could result in the sale of assets and companies of Endesa in Brazil. The Offerors believe that no circumstances exist that would prevent the acquisition of Endesa from being authorized by the Brazilian antitrust authorities.

Turkey

The Offerors intend to file a request for authorization with the Turkish antitrust authorities. The antitrust authorization period is 30 days, unless the Turkish antitrust authorities decide to undertake a more detailed examination (a phase II investigation) which lasts six months. Following the completion of the Offers the Turkish antitrust authorities may seek antitrust remedies. If any such antitrust remedies become final, the Offerors will be

required to comply with them, which could result in the sale of assets and companies of Endesa in Turkey. The Offerors believe that no circumstances exist that would prevent the acquisition of Endesa from being authorized by the Turkish antitrust authorities.

Based on its review of publicly available information regarding the businesses in which Endesa and its respective subsidiaries are engaged, the Offerors are not aware of any other notification to, or any other authorization that would be necessary for the Offerors to obtain from, other antitrust authorities in addition to the notifications and authorizations described above.

As of the date of this Offer to Purchase, the Offerors are not able to accurately assess the financial and business impact that the failure to obtain any or all of the previous authorizations would have on the combined businesses of Acciona, ENEL and Endesa. Notwithstanding this, it is not foreseeable that any such impact would be significant.

Other Regulatory Approvals

Spanish Cabinet of Ministers

On May 25, 2007, the Spanish General Secretary of Energy (Secretaria General de Energía) of the Ministry of Industry, Commerce and Tourism were notified of the Offers by ENEL and ENEL requested confirmation from the Spanish Cabinet of Ministers that EEE will be entitled to exercise its voting rights over the ordinary shares of Endesa purchased pursuant to the Offers. On July 27, 2007, the Spanish Cabinet of Ministers confirmed that EEE is entitled to exercise its voting rights over the ordinary shares of Endesa purchased by EEE pursuant to the Offers, subject to the following conditions:


	•	ENEL will submit a detailed annual report to the Spanish General Secretary of Energy on its cooperative strategy in matters that may affect the Spanish general interest or public safety. Moreover, after each board of directors and general shareholders meeting of Endesa, ENEL will inform the Spanish General Secretary of Energy of the resolutions passed and the rationale behind the votes taken by ENEL’s representatives in connection with issues that may affect the Spanish general interest or public safety; and

	•	ENEL will ensure, through the control it exercises over Endesa, that the supply of natural gas allocated to the Spanish market is in accordance with the annual amounts scheduled in Endesa’s plans for the 2007-2011 period without deviating amounts to other markets, assuming such supplies are necessary to fulfill Spanish market demands. This obligation could be adapted subject to duly justified changes in Endesa’s plans.

Spanish National Energy Commission

On May 3, 2007, Acciona and ENEL filed a request for authorization with the Spanish National Energy Commission pursuant to the Additional Provision 11th of the Law 34/1998 of October 7 on the Hydrocarbon Sector to acquire the Endesa securities pursuant to the Offers. On July 4, 2007, the Board of Directors of the National Energy Commission authorized the acquisition of Endesa securities pursuant to the Offers subject to the following conditions:


	•	Acciona and ENEL will maintain Endesa as an independent company with full operative responsibility in the fulfillment of its business plan and the parent company of its group, maintaining its trademark, as well as its corporate headquarters, board of directors and effective management and decision-making center in Spain;

	•	Acciona and ENEL will submit a detailed report to the Spanish National Energy Commission every six months describing and, if applicable, justifying possible financial transactions or policies that involve significant changes in the net worth of Endesa, as well as transactions between Endesa and companies controlled or partly owned (with a direct or indirect stake equal to or greater than 20%) by Acciona or ENEL, such as transfers of funds, assets, rights and/or contracts that could have a negative effect on the independent management of Endesa or its operating or financial solvency. Acciona and ENEL must keep Endesa duly capitalized. Endesa must have a debt service ratio, expressed as net financial debt/EBITDA, of less than 5.25 for at least five years after the completion of the Offers. Acciona and ENEL must report the evolution of that ratio to the Spanish National Energy Commission quarterly.


	•	Acciona and ENEL will assume and make, through the control that they exercise over Endesa, all the investments in regulated gas and electricity activities, both transportation and distribution, as well as the investments in strategic assets to which Endesa has committed for both sectors (as defined in Function Fourteen of Additional Provision Eleven, three, 1 of Law 34/1998), included in: (i) the latest investment plans announced by Endesa for the 2007-2011 period, (ii) the document Planning for the gas and electricity sectors. Development of transportation networks, 2002-2012, approved by the Spanish Council of Ministers and submitted to the Spanish Parliament, and (iii) the Standard Report on demand for electricity and natural gas and its coverage of the Spanish National Energy Commission. Moreover, until the year 2013, members of the Endesa group of companies engaged in regulated activities in Spain may only distribute dividends if the cash flows generated by them are sufficient to meet their financial and investment commitments.

	•	Acciona, ENEL and Endesa will comply with the obligations and regulations regarding nuclear matters and all applicable law and agreements as to the management of all nuclear facilities owned by Endesa with regard to safety and the supply of uranium.

	•	For a period of five years after the completion of the Offers, Acciona and ENEL will ensure that the annual aggregate consumption of each plant owned by Endesa which currently uses domestic coal is no less than the aggregate annual quantities established for these facilities’ consumption in the 2006 — 2012 National Coal Mining Plan.

	•	For a period of five years after the completion of the Offers, Acciona and ENEL will keep the current management companies for the transportation, distribution and generation assets of the Spanish settlements in Northern Africa and island territories electrical systems within the Endesa group of companies.

	•	Endesa will be subject to certain restrictions in respect of its fuel supply contracts to ensure security of supply to the Spanish market.

	•	ENEL must report its corporate strategy in respect of aspects that affect Spanish general interest or public safety to the Spanish National Energy Commission.

	•	ENEL must report to the Spanish National Energy Commission within ten days from any meeting of the shareholders or board of directors of Endesa the agenda discussed, the resolutions adopted and the vote of the representatives of ENEL at such meetings. Based on the information received and following consultation with ENEL and Endesa, the Spanish National Energy Commission may within one month from such meeting revoke any resolution of the meeting of the shareholders or the board of directors of Endesa the approval of which required the affirmative vote of the ENEL representatives, if it believes that such resolution may have a negative impact on Spanish general interest or public safety.

Acciona and ENEL may file an administrative appeal against the resolution of the Spanish National Energy Commission authorizing the acquisition of Endesa securities pursuant to the Offers with the Ministry of Industry, Tourism and Trade. Acciona and ENEL have not decided whether or not they will file such administrative appeal.

Regional Government of the Balearic Islands

On July 16, 2007, the Offerors filed a request for authorization with the Regional Government of the Balearic Islands pursuant to the Decree 6/2006 of January 27 of the Balearic Islands in respect of the indirect transfer of regulated assets in the Balearic Islands as a result of the completion of the Offers. Should the authorization be denied following the completion of the Offers, the Offerors would be required to sell or cease to operate such regulated assets in the Balearic Islands. The Offerors believe that no circumstances exist that would prevent the acquisition of Endesa from being authorized by the Regional Government of the Balearic Islands.

Other Jurisdictions

Brazil

The Offerors intend to file a request for authorization with the Brazilian Electric Energy National Agency in respect of the acquisition of indirect control of the Brazilian subsidiaries of Endesa as a result of the completion of the Offers. Following the completion of the Offers, the Offerors may not participate in the management of the

Brazilian subsidiaries of Endesa until the indirect acquisition of such subsidiaries is authorized by the Brazilian Electric Energy National Agency. Should the authorization be denied following the completion of the Offers, the Offerors would be required to sell controlling interests in assets and companies of Endesa in Brazil. The Offerors believe that no circumstances exist that would prevent the acquisition of Endesa from being authorized by the Brazilian Electric Energy National Agency.

Colombia

The acquisition of indirect control of the subsidiaries of Endesa in Colombia must be notified to the Colombian energy regulator following the completion of the Offers. There is no specific deadline stipulated under Colombian law for this notice. The Colombian energy regulator could impose conditions relating to the terms of the government authorizations under which the Colombian subsidiaries of Endesa operate. The Offerors believe that no circumstances exist that would give rise to the imposition of conditions as a result of the acquisition of indirect control over the subsidiaries of Endesa in Colombia.

Turkey

The acquisition of indirect control of the subsidiaries of Endesa in Turkey must be notified to the Turkish energy regulator following the completion of the Offers. Endesa, through its French subsidiary, has a 50% stake in a Turkish power generation company. Should the authorization be denied following the completion of the Offers, the Offerors would be required to sell a controlling interest in Endesa’s subsidiary in Turkey. The Offerors believe that no circumstances exist that would prevent the acquisition of Endesa from being authorized by the Turkish energy regulator.

Argentina

Authorization for the acquisition of indirect control over the subsidiaries of Endesa in Argentina is not required. However, each of the relevant subsidiaries of Endesa must communicate such event to the energy regulator in Argentina following the completion of the Offers. The purpose of this reporting obligation is to update the corresponding registers of the Argentine energy regulator. The deadline for notification is 10 days following the completion of the Spanish Offer.

Poland

The acquisition of indirect control of the subsidiaries of Endesa in Poland is not subject to any authorization. However, the Offerors are required to notify the transaction to the Polish energy regulator following the completion of the Offers, although no specific deadline for doing so is specified under Polish law. This notice has the purpose of updating the registers of the Polish energy regulator, and should not result in the sale of any assets of Endesa in Poland.

Based on its review of publicly available information regarding the businesses in which Endesa and its respective subsidiaries are engaged, the Offerors are not aware of any other pending license or regulatory permits from the other regulatory authority within the energy sector that would be necessary for the Offerors to obtain in addition to the notification or authorization described above.

As of the date of this Offer to Purchase, the Offerors are not able to accurately assess the financial and business impact that the failure to obtain any or all of the previous authorizations would have on the combined businesses of the Offerors and Endesa. However, the Offerors do not estimate that there would be any significant impact.

Obligation to make tender offers in other jurisdictions

Following the completion of the Offers, pursuant to local laws in the countries of some of Endesa’s subsidiaries, it may be necessary to make tender offers for the outstanding shares of certain listed subsidiaries of Endesa that are not wholly-owned.

Brazil

The Offerors believe that pursuant to Section 254-A of the Law 6404/76 on stock companies the Offerors are not required to launch tender offers for Ampla Energía e Serviços S.A. Ampla Investimentos e Serviços, S.A. and Companhia Energética do Ceará (COELCE), subsidiaries of Endesa with securities listed on the Sao Paulo Stock Exchange, upon taking effective control of Endesa. The Offerors believe that they are not required to launch such tender offers in Brazil because Endesa is not currently controlled by any shareholder or group of shareholders.

Peru

Under the applicable Peruvian securities laws (Unified Text of the Securities Market Law, approved by the Supreme Decree N°093-2002-EF and the regulation enacted by the Peruvian securities regulator under the Resolution N° 009-2006-EF/94.10 and amended under Resolution N° 020-2006-EF/94.10), following the completion of the Offers, the Offerors would be required to launch a tender offer for Edegel S.A.A., Edelnor S.A.A., Generandes Perú S.A. and Empresa Eléctrica de Piura S.A., Endesa’s subsidiaries which have at least one class of shares listed on the Lima Stock Exchange or request an exemption from the Peruvian securities regulator. Pursuant to the above regulations and unless an exemption from the Peruvian securities regulator is obtained, these tender offers should be launched within the earlier of four months after the settlement of the Offers and five days from the completion of the independent valuation report to be prepared in connection with these tender offers.

The Offerors estimate that the amount that would have to be spent for mandatory tender offers for minority interests in Peru, as described above, would be approximately €650 million.


19.	Certain Fees and Expenses.

Except as set forth below, the Offerors will not pay any fees or commissions to any broker or other person soliciting tenders of Endesa securities pursuant to the U.S. Offer or the Spanish Offer.

The Offerors will pay the fees charged by the depositary for ADSs tendered into the U.S. Offer, including any fees charged by the ADS depositary to redeposit ordinary shares underlying tendered ADSs that have been previously withdrawn from deposit with the ADS depositary in the event that the U.S. Offer is not consummated. All other fees and expenses which may be incurred as a result of the tender of Endesa securities by a holder thereof will be borne by the holder. These fees and expenses include any expenses that the U.S. Tender Agent will incur in converting the consideration into U.S. dollars (which will be deducted from the cash consideration to be paid in the U.S. Offer) and any commissions which Endesa shareholders may be required to pay to their broker or bank to tender their Endesa securities.

The Offerors have retained Morgan Stanley & Co. Incorporated to act as their U.S. Dealer Manager in connection with the Offers. Morgan Stanley & Co. Incorporated will receive reasonable and customary compensation for its services as U.S. Dealer Manager, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws. Morgan Stanley & Co. Incorporated and its affiliates have also, in the past, rendered various investment banking and financial advisory services to the Offerors for which it has received customary compensation.

The Offerors have retained Georgeson s.r.l. to act as Information Agent in connection with the U.S. Offer. In its role as Information Agent, Georgeson s.r.l. and its affiliates may contact holders of ordinary shares and/or ADSs by mail, telephone, telex, telegraph, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the U.S. Offer to beneficial owners. Georgeson s.r.l. will receive reasonable and customary compensation for its services as Information Agent, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

The Offerors have retained The Bank of New York to act as U.S. Tender Agent in connection with the U.S. Offer. The U.S. Tender Agent has not been retained to make solicitations or recommendations in its role as tender agent. The Bank of New York will receive reasonable and customary compensation for its services as

U.S. Tender Agent, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

The Offerors have retained Santander Investment, S.A. to act as Spanish Tender Agent in connection with the Spanish Offer. Santander Investment, S.A. will receive reasonable and customary compensation for its services as Spanish Tender Agent, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith.

A request will be made to Endesa for the use of its shareholder and security position listings for the purpose of disseminating the U.S. Offer to holders of Endesa securities. This Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal and the Notice of Guaranteed Delivery will be mailed or furnished to record holders of Endesa securities and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the shareholder and ADS holder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Endesa securities. All expenses incurred in connection therewith will be borne by the Offerors.

SCHEDULE 1

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

ACCIONA AND DIRECTORS AND EXECUTIVE OFFICERS OF ENEL AND EEE


1.	DIRECTORS AND EXECUTIVE OFFICERS OF ACCIONA

The following table sets forth the name, position, and present principal occupation or employment for each director of Acciona. Acciona is managed by a board of directors comprised of 12 members appointed for five year terms. The board of directors is the highest decision making body of Acciona and is entrusted with the management, administration and representation of the company.

Board of Directors of Acciona


Name	Position	Principal Occupation

José Manuel Entrecanales Domecq(1)(3)	Chairman	Managing Director of Acciona
Juan Ignacio Entrecanales Franco(1)(3)	Vice-Chairman	Managing Director of Acciona
Juan Manuel Urgoiti y López-Ocaña(2)(4)	Vice-Chairman	President of Banco Gallego
Alejandro Echevarría Busquet(2)(4)	Director	President of Telecinco
José María Entrecanales de Azcárate(2)(3)	Director	—
Juan Entrecanales de Azcárate(2)(3)	Director	—
Carlos Espinosa de los Monteros Bernaldo de Quirós(2)(4)	Director	President/Managing Director of Daimler España, S.A.
Germán Gamazo y Hohenloche(2)(4)	Director	Real estate entrepreneur
Tristan Garel-Jones(2)(4)	Director	Managing Director of UBS
Belén Villalonga Morenés(2)(4)	Director	Professor at Harvard Business School
Valentín Montoya Moya(1)(3)	Director	Group Chief Financial Officer
Esteban Morrás Andrés(1)(3)	Director	Managing Director of Acciona Energy
Jorge Vega-Penichet López	Non-director Secretary	—


(1)	Executive director.

(2)	Non-executive director.

(3)	Designee of Grupo Entrecanales, S.A.

(4)	Independent.

The business address for each of the individuals listed above is c/o Acciona, S.A., Avenida de Europa 18, Empresarial La Moraleja, Alcobendas, 28108 Madrid, Spain. Each of the individuals listed above is a Spanish citizen.

Executive Committee of Acciona


Name		Position

José Manuel Entrecanales Domecq		Chairman
Juan Ignacio Entrecanales Franco		Chairman
Juan Manuel Urgoiti y López-Ocaña		Member
Alejandro Echevarría Busquet		Member
Carlos Espinosa de los Monteros Bernaldo de Quirós		Member
Tristan Garel-Jones		Member
Valentín Montoya Moya		Member
Jorge Vega-Penichet López		Non-member Secretary

The board of directors of Acciona has delegated all of its authority, except as prohibited by law, to the executive committee. Each of the individuals listed above is a Spanish citizen.

None of the members of the board of directors or executive committee of Acciona listed has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.


2.	DIRECTORS AND EXECUTIVE OFFICERS OF ENEL

The following table sets forth the name, position and present principal occupation or employment of each director and executive officer of ENEL. ENEL is managed by a board of directors ranging from three to nine members plus one non-voting member who may be appointed only by the Italian government through the Ministry of Economy and Finance of the Republic of Italy.

Board of Directors of ENEL


Name	Position	Principal Occupation

Piero Gnudi⁽¹⁾⁽³⁾	Chairman	Managing Partner, Studio Gnudi Associazione Professionale
Fulvio Conti⁽¹⁾⁽³⁾	Chief Executive Officer and General Manager	Chief Executive Officer, ENEL Group Director, Barclays Plc
Giulio Ballio⁽²⁾⁽⁴⁾	Director	Professor, Milan Polytechnic Institute
Augusto Fantozzi⁽²⁾⁽⁴⁾	Director	Deputy Chairman, Banca Antonveneta S.p.A., Professor and Managing Partner, Fantozzi & Associati — Studio Legale Tributario
Alessandro Luciano⁽²⁾⁽³⁾	Director	Lawyer
Fernando Napolitano⁽²⁾⁽³⁾	Director	CEO, Booz Allen Hamilton, Italia
Francesco Taranto⁽²⁾⁽⁴⁾	Director	Director, Banca Carige S.p.A., Unicredit Xelion Banca S.p.A.
Gianfranco Tosi⁽²⁾⁽³⁾	Director	Professor, Milan Polytechnic Institute; Chairman, Cultural Center for Lombardy
Francesco Valsecchi⁽²⁾⁽³⁾	Director	Chairman, BancoPosta Fondi SGR S.p.A.
Claudio Sartorelli	Non-Board-Member Secretary	Executive Officer, Corporate Affairs, ENEL Group


(1)		Executive director.

(2)		Independent and non-executive director. A director will be deemed independent if such director does not, and has not had, direct or indirect relations with the ENEL Group that could affect the independence of such director pursuant to the Codice di Autodisciplina, the Italian model code of corporate governance applicable to publicly listed companies in Italy. The board of directors of ENEL evaluates the independence of its members from time to time. In December 2006, the board of directors of ENEL evaluated the independence of its members and found that all its members other than Piero Gnudi and Fulvio Conti were independent.

(3)		Designee of the Ministry of Economy and Finance of the Republic of Italy.

(4)		Designee of institutional investors, including Aletti Gestielle SGR S.p.A., Arca SGR S.p.A., Aureo Gestioni SGR S.p.A., BNL Gestion SGR S.p.A., DWS Investments Italy SGR S.p.A., Fineco Asset Management S.p.A., Hermes Administration Limited, Mediolanum Estione Fondi SGR S.p.A., Mediolanum International Funds Limited, Monte Paschi Asset Management SGR S.p.A., Nextra Investment Management SGR S.p.A., Pioneer Investment Management SGR S.p.A., Pioneer Asset Management S.A., Ras Asset Management SGR S.p.A., San Paolo IMI Asset Management SGR S.p.A.

Executive Officers of ENEL


Name		Position

Fulvio Conti		Chief Executive Officer, General Manager and Executive Officer of the International Division
Luigi Ferraris		Chief Financial Officer, Accounting, Planning and Control Department
Claudio Machetti		Chief Financial Officer, Finance Department
Claudio Sartorelli		Executive Officer, Corporate Affairs
Salvatore Cardillo		General Counsel

The business address for each of the individuals listed above is c/o ENEL S.p.A., Viale Regina Margherita 137, 00198 Rome, Italy. Each of the individuals listed above is an Italian citizen.


3.	DIRECTORS OF EEE

The following table sets forth the name, position and present principal occupation or employment of each director of EEE. EEE is governed by a board of directors. The business address and telephone number of each such person is c/o Enel Energy Europe S.r.L., Viale Regina Margherita 137, 00198 Rome, Italy. Each of the individuals listed below is an Italian citizen.


Name	Position	Principal Occupation

Fulvio Conti	Chairman	Chief Executive Officer and General Manager, ENEL Group; Director, Barclays Plc
Luigi Ferraris	Director	Chief Financial Officer in charge of Accounting, Planning and Control Department, ENEL
Andrea Brentan	Director	Head of M&A and Business Development Unit of International Division, ENEL Group
Claudio Machetti	Director	Chief Financial Officer in charge of Finance Department, ENEL
Carlo Tamburi	Director	Head of Procurement and Services Department, ENEL
Claudio Sartorelli	Non-Board-Member Secretary	Executive Officer, Corporate Affairs, ENEL Group

None of the members of the board of directors or executive officers of ENEL or the board of directors of EEE listed has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.

SCHEDULE 2

INFORMATION CONCERNING INTERESTS HELD, DIRECTLY OR INDIRECTLY, BY

ACCIONA GROUP AND THE ENEL GROUP, IN THE SHARE CAPITAL OF ENDESA

Acciona, both directly and indirectly through its wholly owned subsidiary Finanzas holds a total of 222,714,523 ordinary shares, representing 21.04% of Endesa’s share capital. ENEL, through its wholly owned subsidiary EEE, holds a total of 264,401,597 ordinary shares, representing 24.97% of Endesa’s share capital. The following table sets out the direct ownership as explained above:


Entity	Number of Shares		Percentage Ownership

Finanzas Dos, S.A.		211,750,424		20.00	%
Acciona, S.A.		10,964,099		1.04	%
Enel Energy Europe S.r.L		264,401,597		24.97	%

The following table sets forth the ordinary shares owned by the directors, executive officers and affiliates of the Offerors as of the date of this Offer to Purchase:


		Number of		Percentage
Entity	Position	Shares		Ownership

Jorge Vega-Penichet López	Non-director secretary and officer of the Acciona Group		2,400		0.0003	%
Miguel Antoñanzas	Member of the board of directors of several companies of the ENEL Group		1,000		0.0001	%
Carlos Espinosa de los Monteros Bernaldo de Quirós	Member of the board of directors of Acciona		611		—
Joaquín Hidalgo Trucios	Officer of the Acciona Group		320		—
Juan Gallardo Cruces	Officer of the Acciona Group		167		—
Manuel Martín de la Vega	Officer of the Acciona Group		152		—
Ignacio Casuso Muñoz	Member of the board of directors of Barras Eléctricas Galaico Asturianas, S.A. and Barras Eléctricas Generación, S.L. (companies of the ENEL Group)		148		—

The following table sets forth transactions relating to Endesa securities carried out by Acciona, EEE and Finanzas since March 26, 2006:


			Number of		% of Endesa
Date		Transaction	Shares		Share Capital			Unit Price⁽¹⁾(€)

	09/25/2006	Acquisition by Finanzas		105,875,211		10.0000	%		32.00
	11/10/2006	Acquisition by Finanzas		101,983,965		9.6300	%		35.62
	11/15/2006	Acquisition by Finanzas		1,527,989		0.1443	%		35.99
	11/17/2006	Acquisition by Finanzas		1,202,930		0.1136	%		35.99
	11/20/2006	Acquisition by Finanzas		1,160,329		0.1096	%		35.80
	12/29/2006	Acquisition by Acciona		3,205,193		0.3030	%		35.87
	01/03/2007	Acquisition by Acciona		60,670		0.0057	%		35.28
	01/04/2007	Acquisition by Acciona		385,095		0.0364	%		35.28
	01/08/2007	Acquisition by Acciona		3,703,141		0.3498	%		35.40
	01/09/2007	Acquisition by Acciona		3,610,000		0.3410	%		35.38
	02/27/2007	Acquisition by EEE		105,800,000		9.9930	%		39.00
	06/06/2007	Physical settlement by EEE of total return equity swap transactions with UBS Limited and Mediobanca		158,601,597		14.9800	%		39.00


(1)		Average price net of broker commissions and other expenses.

The following table sets forth transactions relating to Endesa securities carried out by the directors, executive officers and affiliates of the Offerors since April 11, 2006:


			Number of		% of Endesa
Date		Transaction	Shares		Share Capital			Unit Price (€)

	07/06/2006	Sale by Miguel Antoñanzas (member of the board of directors of several companies of the ENEL Group)		1,000		0.0001	%		24.44
	06/12/2006	Purchase by Bestinver Mixto Internacional, FI (an investment fund managed by Bestinver Gestión, S.A., SGIIC, a member of the Acciona Group)		125		—			26.05
	06/15/2006	Purchase by Bestinver Mixto Internacional, FI (an investment fund managed by Bestinver Gestión, S.A., SGIIC, a member of the Acciona Group)		65		—			26.05
	06/30/2006	Sale by Bestinver Mixto Internacional, FI (an investment fund managed by Bestinver Gestión, S.A., SGIIC, a member of the Acciona Group)		70		—			27.10
	07/07/2006	Purchase by Bestinver Mixto Internacional, FI (an investment fund managed by Bestinver Gestión, S.A., SGIIC, a member of the Acciona Group)		115		—			25.06
	07/24/2006	Sale by Bestinver Mixto Internacional, FI (an investment fund managed by Bestinver Gestión, S.A., SGIIC, a member of the Acciona Group)		2,954		0.0003	%		24.05
	09/27/2006	Sale by Carlos Navas García (officer of the Acciona Group)		150		—			34.89
	11/02/2006	Sale by Opec Inversiones SICAV, S.A. (an entity managed by Bestinver Gestión, S.A., SGIIC, a member of the Acciona Group)		6,500		0.0006	%		34.98
	02/02/2007	Sale by José Manuel Guinea Pérez (officer of the Acciona Group)		1,500		0.0001	%		38.27
	03/05/2007	Sale by Francisco Ibarz Arqués (member of the board of directors of directors of Barras Eléctricas Galaico Asturianas, S.A. and Barras Eléctricas Generación, S.L. (companies of the ENEL Group)		1,171		0.0001	%		39.00
	03/08/2007	Sale by Vicente Santamaría de Paredes Castillo (officer of the Acciona Group)		810		0.0001	%		38.60
	03/25/2007	Legacy to Ricardo Molina Oltra (officer of the Acciona Group)		126		—			—
	04/02/2007	Purchase by Bestinver, S.V., S.A., a member of the Acciona Group		6		—			40.40
	04/02/2007	Sale by Bestinver, S.V., S.A., a member of the Acciona Group		6		—			40.40

Except as indicated above, as of the date of this Offer to Purchase, neither any member of the Acciona Group nor any member of the ENEL Group, nor any member of the respective board of directors nor their respective executive officers beneficially owns, or during the last twelve months has purchased or sold, whether directly, indirectly or in concert with others, any ordinary shares or ADSs.

Facsimile copies and manually executed copies of the Share Form of Acceptance and manually executed copies of the ADS Letter of Transmittal, in each case, properly completed and duly executed, will be accepted. The Share Form of Acceptance, ADS Letter of Transmittal and Notice of Guaranteed Delivery and any other required documents should be sent or delivered by each shareholder of Endesa or by such shareholder’s broker, dealer, commercial bank, trust company or other nominee to the U.S. Tender Agent at one of its addresses set forth below.

The Information Agent for the U.S. Offer is:

17 State Street, 10^th Floor

New York, NY 10004

Holders of Ordinary Shares and ADSs Call Toll-free

(888) 605-7580

Banks and Brokers Call Collect

(212) 440-9800

The Dealer Manager for the U.S. Offer is:

1585 Broadway

New York, NY 10036

Call Toll-free

(877) 247-9865

The U.S. Tender Agent for the U.S. Offer is:


BY MAIL	BY HAND	BY OVERNIGHT DELIVERY
The Bank of New York	The Bank of New York	The Bank of New York
Endesa, S.A.	Reorganization Services	Endesa, S.A.
P.O. Box 859208	101 Barclay Street	161 Bay State Drive
Braintree, MA 02185	Receive and Deliver Window	Braintree, MA 02184
	Street Level
	New York, NY 10286

BY FACSIMILE TRANSMISSION

(FOR ELIGIBLE INSTITUTIONS ONLY)

(781) 930-4939

CONFIRMATION RECEIPT OF FACSIMILE BY

TELEPHONE ONLY

(781) 930-4900

Questions and requests for assistance may be directed to the Information Agent at its telephone number or address set forth above. Additional copies of this Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may also be obtained from the Information Agent, and will be furnished promptly at the Offerors’ expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

EX-99.A.1.B 3 u53191exv99waw1wb.htm EX-99.A.1.B: FORM OF SHARE FORM OF ACCEPTANCE EX-99.A.1.B

SHARE FORM OF ACCEPTANCE

TO TENDER ORDINARY SHARES

ENDESA, S.A.

PURSUANT TO THE U.S. OFFER TO PURCHASE

DATED JULY 30, 2007

ACCIONA, S.A.

AND

ENEL ENERGY EUROPE S.r.L.,

A WHOLLY-OWNED SUBSIDIARY OF

ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer

or unless it lapses or is withdrawn.

THE U.S. TENDER AGENT FOR THE U.S. OFFER IS:


BY MAIL	BY HAND	BY OVERNIGHT DELIVERY
The Bank of New York	The Bank of New York	The Bank of New York
Endesa, S.A.	Reorganization Services	Endesa, S.A.
P.O. Box 859208	101 Barclay Street	161 Bay State Drive
Braintree, MA 02185	Receive and Deliver Window	Braintree, MA 02184
	Street Level
	New York, NY 10286

BY FACSIMILE TRANSMISSION

(FOR ELIGIBLE INSTITUTIONS ONLY)

(781) 930-4939

CONFIRMATION RECEIPT OF FACSIMILE BY

TELEPHONE ONLY

(781) 930-4900

Delivery of this Share Form of Acceptance to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute delivery to the U.S. Tender Agent. You must sign this Share Form of Acceptance in the appropriate space provided below. Delivery of this Share Form of Acceptance to Iberclear (the Spanish central securities depositary) or the Spanish Custodian (as defined below) will not constitute delivery to the U.S. Tender Agent.

Please read the instructions accompanying this Share Form of Acceptance carefully before completing this Share Form of Acceptance. ADSs (as defined below) cannot be tendered by means of this Share Form of Acceptance (which is exclusively for use in respect of ordinary shares (as defined below)). If you hold ADSs, you should use the ADS Letter of Transmittal for tendering such ADSs into the U.S. Offer by following the instructions set forth therein.

Questions and requests for assistance may be directed to:

17 State Street, 10^th Floor

New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE

(888) 605-7580

BANKS AND BROKERS CALL COLLECT

(212) 440-9800


DESCRIPTION OF ORDINARY SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as	Ordinary Shares Tendered
name(s) appear(s) as registered with Iberclear)	(Please attach additional list if necessary)
	Total Number of
	Ordinary Shares	Number of Ordinary
	Registered	Shares Tendered






	Total Ordinary Shares Tendered

You have received this Share Form of Acceptance in connection with the offer by Acciona, S.A., a Spanish corporation, (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company (“EEE” and, together with Acciona, the “Offerors”) to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”, and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”). The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares. This Share Form of Acceptance relates only to the U.S. Offer and should be read in conjunction with the U.S. Offer to Purchase.

Delivery of this Share Form of Acceptance and any other required documents to The Bank of New York, the U.S. Tender Agent, and book-entry transfer of ordinary shares to the U.S. Tender Agent’s account at its Spanish custodian bank, Santander Investment S.A. (the “Spanish Custodian”), will (without any further action by the U.S. Tender Agent) constitute acceptance, subject to the withdrawal rights described in Section 8 (“Withdrawal Rights”) of the U.S. Offer to Purchase, by such holders of the U.S. Offer with respect to such ordinary shares, upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

Holders of ordinary shares tendered in the U.S. Offer and accepted for payment will receive the consideration for such securities in cash, by check (converted into U.S. dollars, to the extent practicable, on the date that the consideration is received by the U.S. Tender Agent at the then prevailing spot market rate applicable to similar transactions and net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars).

To validly tender your ordinary shares, you will need to (a) deliver this Share Form of Acceptance, properly completed and duly executed, to the U.S. Tender Agent at one of the addresses set forth on the first and last pages of this Share Form of Acceptance before the expiration of the acceptance period of the U.S. Offer and (b) timely instruct your custodian to tender your ordinary shares in the U.S. Offer before the expiration of the acceptance period of the U.S. Offer by delivering your ordinary shares by book-entry transfer to the U.S. Tender Agent’s account at the Spanish Custodian. Delivery of this Share Form of Acceptance to Iberclear or the Spanish Custodian does not constitute delivery to the U.S. Tender Agent.

If you cannot complete the tender of your ordinary shares in the manner described above on a timely basis, you may nevertheless be able to tender your ordinary shares by following the procedures for guaranteed delivery. For more information, see Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.

In the event of an inconsistency between the terms and procedures in this Share Form of Acceptance and the U.S. Offer to Purchase, the terms and procedures in the U.S. Offer to Purchase shall govern.

Questions and requests for assistance regarding the appropriate method for tendering your ordinary shares may be directed to Georgeson, the Information Agent, at the telephone number or address set forth on the last page of this Share Form of Acceptance.


o	Check here if tendered ordinary shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the U.S. Tender Agent and complete the following:


Name(s) of Registered Holder(s):


Date of Execution of Notice of Guaranteed Delivery:


Name of Institution that Guaranteed Delivery:

If a holder of ordinary shares wishes to tender into the U.S. Offer and any required documents cannot be delivered to the U.S. Tender Agent or the procedures for book-entry transfer cannot be completed, in each case, before the expiration of the acceptance period under the U.S. Offer, such holder’s acceptance of the U.S. Offer may nevertheless be effected by following the procedures for guaranteed delivery as described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.

NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 6 (THIS SHARE FORM OF ACCEPTANCE) AND
9 (SUBSTITUTE IRS FORM W-9) BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby instructs the U.S. Tender Agent to accept the U.S. Offer on behalf of the undersigned with respect to the above-described ordinary shares, upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

The undersigned hereby acknowledges that delivery of this Share Form of Acceptance and any other required documents to the U.S. Tender Agent in connection herewith and book-entry transfer of ordinary shares to the U.S. Tender Agent’s account at the Spanish Custodian will (without any further action by the U.S. Tender Agent) constitute acceptance, subject to the rights of withdrawal set out in Section 8 (“Withdrawal Rights”) of the U.S. Offer to Purchase, of the U.S. Offer by the undersigned with respect to such ordinary shares, upon the terms subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), and effective upon the expiration of the acceptance period under the U.S. Offer, and if the undersigned has not validly withdrawn his or her acceptance, the undersigned hereby:

(a) sells, assigns and transfers all right, title and interest in and to the above-described ordinary shares and, to the extent paid after the date of acceptance for payment of Endesa securities tendered under the U.S. Offer, any and all cash dividends, distributions, rights, other ordinary shares or other securities issued or issuable in respect of such ordinary shares (collectively, “Distributions”); and

(b) irrevocably constitutes and appoints the U.S. Tender Agent the true and lawful agent and attorney-in-fact of the undersigned with respect to such ordinary shares and any Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) with respect to such ordinary shares, (i) to transfer ownership of such ordinary shares (and any Distributions) on the account books maintained with respect to such ordinary shares at Iberclear, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Offerors, (ii) to cause the Spanish Custodian to forward such ordinary shares to the governing bodies of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges as part of the Spanish centralizing and settlement procedures in accordance with Spanish regulation and practice following the expiration of the acceptance period under the U.S. Offer and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such ordinary shares (and any Distributions).

The undersigned agrees that the Offerors may instruct the U.S. Tender Agent to take the actions specified in clauses (b)(i) and (ii) from the immediately preceding paragraph prior to acceptance by the Offerors of those ordinary shares tendered in the U.S. Offer. The Offerors shall not have the rights specified in clause (b)(iii) from the immediately preceding paragraph until it has irrevocably accepted those ordinary shares tendered in the U.S. Offer. Upon acceptance by the Offerors of tendered ordinary shares in the U.S. Offer, the undersigned shall have no further rights with respect to those ordinary shares, except that the undersigned shall have the right to receive from the Offerors the consideration in accordance with the U.S. Offer.

The undersigned hereby irrevocably appoints each designee of the Offerors the attorney-in-fact and proxy of the undersigned, each with full power of substitution, to vote at any meeting of Endesa’s security holders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, all of the ordinary shares (and any Distributions) tendered hereby and accepted for payment by the Offerors. This appointment will be effective if and

when, and only to the extent that, the Offerors accept such ordinary shares for payment pursuant to the U.S. Offer following the waiver or satisfaction of the conditions to the U.S. Offer. This power of attorney and this proxy are irrevocable and are granted in consideration of the acceptance for payment of such ordinary shares upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment). Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such ordinary shares (and any Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the beneficial ownership of the ordinary shares tendered hereby (and any Distributions) and that, when the same are accepted for payment by the Offerors, the Offerors will acquire good, marketable and unencumbered title thereto (and to any Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims.

The undersigned shall, upon request, execute and deliver any additional documents deemed by the U.S. Tender Agent or the Offerors to be necessary or desirable to complete the sale, assignment and transfer of the ordinary shares (and any Distributions) tendered hereby.

The undersigned agrees to ratify each and every act or thing which may be done by any authorized representative, or other person nominated by the Offerors or their respective agents, as the case may be, in the exercise of his or her powers and/or authorities hereunder.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as provided in the U.S. Offer to Purchase, this tender is irrevocable.

The undersigned understands that acceptance of the U.S. Offer by the undersigned pursuant to the procedures described herein and in the instructions hereto will, upon acceptance by the Offerors, constitute a binding agreement between the undersigned and the Offerors upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment). Without limiting the foregoing, if the consideration paid in the U.S. Offer is amended, the consideration paid to the undersigned will be the amended consideration notwithstanding the fact that a different consideration is stated in this Share Form of Acceptance. The undersigned recognizes that under certain circumstances set forth in the U.S. Offer to Purchase, the Offerors may not be required to accept for payment any of the ordinary shares tendered hereby. Under no circumstances will interest be paid by the Offerors on the purchase price of the Endesa securities regardless of any extension of the U.S. Offer or any delay in making such payment.

The undersigned acknowledges that in the event that Endesa pays any dividend prior to the date of acceptance for payment of Endesa securities tendered under the U.S. Offer, the consideration offered for each ordinary share shall be reduced by an amount equivalent to the gross dividend distributed per ordinary share. See Section 3 (“Consideration”) of the U.S. Offer to Purchase. If the Offerors reduce the consideration as described above, the Offerors will disseminate an announcement of the reduction through a press release and by placing an advertisement in a newspaper of national circulation in the United States. The Offerors will also file this announcement with the U.S. Securities and Exchange Commission via the EDGAR filing system on the date that the announcement is made.

The undersigned hereby instructs the U.S. Tender Agent to issue and mail a check for the consideration (converted into U.S. dollars as described below) in the name(s) of the undersigned for the ordinary shares tendered and accepted for payment and/or credit the undersigned’s account at Iberclear with any ordinary shares not tendered or not accepted for purchase.

The consideration received under the U.S. Offer will, to the extent practicable, be converted into U.S. dollars on the day that it is received by the U.S. Tender Agent at the then-prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ordinary shares. Thus, the exact amount of consideration will not be determined at the time of tender. The holders of ordinary shares who tender such ordinary shares in the U.S. Offer will be paid approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), this Share Form of Acceptance shall not be considered complete and valid, and payment of the consideration under the U.S. Offer shall not be made, until confirmation of book-entry transfer of tendered ordinary shares to the U.S. Tender Agent’s account at the Spanish Custodian and any other required documents have been received by the U.S. Tender Agent at one of its addresses set forth on the first and last pages of this Share Form of Acceptance.

IMPORTANT — SIGN HERE
(Please also complete Substitute Form W-9 included herein)


Sign Here:

Sign Here:

(Signature(s) of Owner(s))

Dated: , 2007

(Must be signed by registered holder(s) exactly as name(s) appear(s) as registered with Iberclear. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 3.)


Name(s):


Capacity (Full Title):

(See Instruction 3)


Address:

(Include ZIP Code)


Area Code and Telephone Number:


Taxpayer Identification or Social Security Number:

INSTRUCTIONS
Forming Part of the Terms and Conditions of the U.S. Offer

1. Requirements of Tender. This Share Form of Acceptance is to be completed by holders of ordinary shares if they are tendering ordinary shares into the U.S. Offer. This Share Form of Acceptance properly completed and duly executed and any other documents required by this Share Form of Acceptance must be received by the U.S. Tender Agent at one of its addresses set forth on the first and last pages of this Share Form of Acceptance and tendered ordinary shares must be delivered by book-entry transfer to the U.S. Tender Agent’s account at the Spanish Custodian, in each case, prior to the expiration of the acceptance period under the U.S. Offer. If ordinary shares are transferred to the U.S. Tender Agent’s account at the Spanish Custodian in multiple deliveries, a properly completed and duly executed Share Form of Acceptance must accompany each such delivery.

Holders of ordinary shares whose required documents cannot be delivered to the U.S. Tender Agent or who cannot complete the procedures for book-entry transfer, in each case, before the expiration of the acceptance period under the U.S. Offer may tender their ordinary shares into the U.S. Offer by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the procedures for guaranteed delivery as described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase. Pursuant to the procedures for guaranteed delivery, (a) such tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Offerors, must be received by the U.S. Tender Agent prior to the expiration of the acceptance period under the U.S. Offer and (c) within three New York Stock Exchange trading days after the date of the receipt of the Notice of Guaranteed Delivery by the U.S. Tender Agent, confirmation of book-entry transfer of such ordinary shares to the U.S. Tender Agent’s account at the Spanish Custodian, together with a properly completed and duly executed Share Form of Acceptance, must be received by the U.S. Tender Agent.

The method of delivery of this Share Form of Acceptance and any other required documents, including delivery through Iberclear, is at the sole option and risk of the tendering holder of ordinary shares, and delivery will be deemed made only when actually received by the U.S. Tender Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional ordinary shares will be purchased. All tendering holders of ordinary shares, by execution of this Share Form of Acceptance, waive any right to receive any notice of the acceptance of their ordinary shares for payment.

All questions as to the form and validity (including time of receipt) and acceptance for payment of any tender of ordinary shares will be determined by the Offerors, in their reasonable discretion, which determination shall be final and binding (subject to a party’s ability to seek judicial review of any determination). The Offerors reserve the absolute right to reject any or all tenders of ordinary shares determined by the Offerors not to be in proper form or the acceptance for payment or of payment for which may, in the opinion of the Offerors’ counsel, be unlawful. The Offerors also reserve the absolute right to waive any defect or irregularity in any tender of ordinary shares. None of the Offerors, Endesa, the U.S. Tender Agent, the Information Agent, Iberclear or any other person will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification.

2. Inadequate Space. If the space provided herein is inadequate, any other required information should be listed on a separate signed schedule attached hereto and separately signed on each page thereof in the same manner as this Share Form of Acceptance is signed.

3. Signatures on Share Form of Acceptance. This Share Form of Acceptance must correspond to the name(s) as registered with Iberclear without alteration.

If any of the ordinary shares tendered hereby are held of record jointly by two or more joint owners, each owner must sign this Share Form of Acceptance.

If any of the tendered ordinary shares are registered with Iberclear in different names, it will be necessary to complete, sign and submit as many separate Share Forms of Acceptance as there are different registrations of ordinary shares.

If this Share Form of Acceptance is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and submit proper evidence satisfactory to the Offerors of the authority of such person to so act.

4. Stock Transfer Taxes. The Offerors will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale or ordinary shares to it or to its order pursuant to the U.S. Offer.

5. Taxpayer Identification Number and Backup Withholding. Under U.S. Federal income tax law, a holder of ordinary shares whose shares are accepted for payment is required to provide the U.S. Tender Agent with such holder’s correct Taxpayer Identification Number (“TIN”) (e.g., social security number or employer identification number) on the Substitute Form W-9 included herewith or otherwise establish a basis for exemption from backup withholding. If ordinary shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. Failure to provide a correct TIN or an adequate basis for exemption may subject the surrendering holder to applicable backup withholding (at the applicable rate, currently 28%) on the consideration and to a penalty imposed by the IRS.

If the tendering holder of ordinary shares has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If a TIN has been applied for and the U.S. Tender Agent is not provided with a TIN before payment is made, the U.S. Tender Agent will backup withhold (at the applicable rate, currently 28%) on all payments to such surrendering holder of any consideration due for such holder’s ordinary shares.

Certain holders of ordinary shares (including, for example, corporations and certain foreign persons) are exempt from backup withholding requirements. Exempt holders should indicate their exempt status on the Substitute Form W-9. In order for a foreign person to qualify as an exempt recipient, such person must submit to the U.S. Tender Agent a statement on Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form W-9), signed under penalties of perjury, attesting to such person’s exempt status. Holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the U.S. Tender Agent is required to withhold 28% of any payments to be made to the holder of ordinary shares or other payee. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service. The U.S. Tender Agent cannot refund amounts withheld by reason of backup withholding.

Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance.

6. Holders of ADSs. ADSs cannot be tendered by means of this Share Form of Acceptance (which is exclusively for use in respect of ordinary shares). If you hold ADSs, you should use the ADS Letter of Transmittal for tendering such ADSs into the U.S. Offer by following the instructions set forth therein. To obtain a copy of the ADS Letter of Transmittal, contact the Information Agent at the address or telephone number set forth on the last page of this Share Form of Acceptance.

7. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the U.S. Offer to Purchase, this Share Form of Acceptance, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at the address or telephone number set forth on the last page of this Share Form of Acceptance.

8. Waiver of Conditions. The conditions of the U.S. Offer may be waived by the Offerors at the times and in the manner described in Section 5 (“Conditions to the U.S. Offer”) of the U.S. Offer to Purchase.

9. Currency of Payment. The consideration paid in the U.S. Offer to tendering holders of ordinary shares will, to the extent practicable, be converted into U.S. dollars on the date that it is received by the U.S. Tender Agent at the then-prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ordinary shares.


PAYER’S NAME: THE BANK OF NEW YORK, AS U.S. TENDER AGENT

PAYEE’S NAME:

PAYEE’S ADDRESS:





SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification	Part I: Taxpayer Identification Number (TIN) Social Security Number OR Employer Identification Number (If awaiting TIN write “Applied For” and complete Part III and the Certificate of Awaiting Taxpayer Identification Number)	Part II: For Payees Exempt from Backup Withholding For Payees Exempt from Backup withholding, see the enclosed Guidelines for Certification of Taxpayer Indentification Number on a Substitute Form W-9 and complete as instructed therein.

	Part III: — Certification —
	Under penalties of perjury, I certify that:
	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3) I am a U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

	Signature of U.S. person	Date


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE U.S. OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”
IN THE APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me pursuant to the tender offer will be withheld.



Signature		Date

THE INFORMATION AGENT FOR THE U.S. OFFER IS:

17 State Street, 10^th Floor

New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE

(888) 605-7580

BANKS AND BROKERS CALL COLLECT

(212) 440-9800

THE U.S. TENDER AGENT FOR THE U.S. OFFER IS:


BY MAIL	BY HAND	BY OVERNIGHT DELIVERY
The Bank of New York	The Bank of New York	The Bank of New York
Endesa, S.A.	Reorganization Services	Endesa, S.A.
P.O. Box 859208	101 Barclay Street	161 Bay State Drive
Braintree, MA 02185	Receive and Deliver Window	Braintree, MA 02184
	Street Level
	New York, NY 10286

BY FACSIMILE TRANSMISSION

(FOR ELIGIBLE INSTITUTIONS ONLY)

(781) 930-4939

CONFIRMATION RECEIPT OF FACSIMILE BY

TELEPHONE ONLY

(781) 930-4900

Questions and requests for assistance may be directed to the Information Agent at the telephone number or address set forth above. Additional copies of the U.S. Offer to Purchase, this Share Form of Acceptance, the Notice of Guaranteed Delivery and other related materials may also be obtained from the Information Agent, and will be furnished promptly at the Offerors’ expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

EX-99.A.1.C 4 u53191exv99waw1wc.htm EX-99.A.1.C: FORM OF ADS LETTER OF TRANSMITTAL EX-99.A.1.C

ADS LETTER OF TRANSMITTAL
TO TENDER AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
ENDESA, S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED JULY 30, 2007
BY
ACCIONA, S.A.
AND
BY
ENEL ENERGY EUROPE S.r.L.,
A WHOLLY-OWNED SUBSIDIARY OF
ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer

or unless it lapses or is withdrawn.

THE U.S. TENDER AGENT FOR THE U.S. OFFER IS:


BY MAIL	BY HAND	BY OVERNIGHT DELIVERY
The Bank of New York	The Bank of New York	The Bank of New York
Endesa, S.A.	Reorganization Services	Endesa, S.A.
P.O. Box 859208	101 Barclay Street	161 Bay State Drive
Braintree, MA 02185	Receive and Deliver Window	Braintree, MA 02184
	Street Level
	New York, NY 10286

BY FACSIMILE TRANSMISSION

(FOR ELIGIBLE INSTITUTIONS ONLY)

(781) 930-4939

CONFIRMATION RECEIPT OF FACSIMILE BY

TELEPHONE ONLY

(781) 930-4900

Delivery of this ADS Letter of Transmittal to an address other than as set forth above will not constitute delivery to the U.S. Tender Agent. You must sign this ADS Letter of Transmittal in the appropriate space provided below unless an agent’s message (as defined below) is utilized. Delivery of this ADS Letter of Transmittal to DTC (as defined below) will not constitute delivery to the U.S. Tender Agent.

Please read the instructions accompanying this ADS Letter of Transmittal carefully before completing this ADS Letter of Transmittal. Ordinary shares (as defined below) cannot be tendered by means of this ADS Letter of Transmittal (which is exclusively for use in respect of ADSs (as defined below)). If you hold ordinary shares, you should use the Share Form of Acceptance for tendering such ordinary shares into the U.S. Offer by following the instructions set forth therein.

Questions and requests for assistance may be directed to:

17 State Street, 10^th Floor

New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE

(888) 605-7580

BANKS AND BROKERS CALL COLLECT

(212) 440-9800


DESCRIPTION OF AMERICAN DEPOSITARY SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)	ADSs
(Please fill in, if blank, exactly as	Tendered
name(s) appear(s) on ADR(s))	(Please attach additional list if necessary)
		Total
		Number of
	ADR	ADSs	Number of
	Certificate	Evidenced by	ADSs
	Number(s)⁽¹⁾	ADRs⁽¹⁾	Tendered⁽²⁾





	Total ADSs Tendered
(1) Need not be completed for book-entry transfers.
(2) Unless otherwise indicated, it will be assumed that all ADSs represented by ADRs delivered to the U.S. Tender Agent are being tendered hereby. See Instruction 4.

You have received this ADS Letter of Transmittal in connection with the offer by Acciona, S.A., a Spanish corporation, (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company, (“EEE” and, together with Acciona, the “Offerors”), to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”, and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”). The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares. This ADS Letter of Transmittal relates only to the U.S. Offer and should be read in conjunction with the U.S. Offer to Purchase.

Delivery of this ADS Letter of Transmittal, American depositary receipts (“ADRs”) evidencing ADSs (or book-entry transfer of such ADSs) and any other required documents to The Bank of New York, the U.S. Tender Agent, will (without any further action by the U.S. Tender Agent) constitute acceptance, subject to the withdrawal rights described in Section 8 (“Withdrawal Rights”) of the U.S. Offer to Purchase, by such holders of the U.S. Offer with respect to such ADSs (and the ordinary shares represented thereby), upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

Holders of ADSs tendered in the U.S. Offer and accepted for payment will receive the consideration for such securities in cash, by check (converted into U.S. dollars, to the extent practicable, on the date that the consideration is received by the U.S. Tender Agent at the then prevailing spot market rate applicable to similar transactions and net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars).

This ADS Letter of Transmittal is to be used either if the ADRs evidencing ADSs are to be forwarded herewith or, unless an agent’s message is utilized, delivery of ADSs is to be made by book-entry transfer to the U.S. Tender Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures for book-entry transfer set forth in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase. Delivery of this ADS Letter of Transmittal to DTC does not constitute delivery to the U.S. Tender Agent.

If you cannot complete the tender of your ADSs in the manner described above on a timely basis, you may nevertheless be able to tender your ADSs by following the procedures for guaranteed delivery. For more information, see Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.

In the event of an inconsistency between the terms and procedures in this ADS Letter of Transmittal and the U.S. Offer to Purchase, the terms and procedures in the U.S. Offer to Purchase shall govern.

Questions and requests for assistance regarding the appropriate method for tendering your ADSs may be directed to Georgeson, the Information Agent, at the telephone number or address set forth on the last page of this ADS Letter of Transmittal.


o	Check here if tendered ADSs are being delivered by book-entry transfer to the U.S. Tender Agent’s account at DTC and complete the following (only DTC participants may deliver ADSs by book-entry transfer):

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:


o	Check here if tendered ADSs are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the U.S. Tender Agent and complete the following:

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution that Guaranteed Delivery:

If a holder of ADSs wishes to tender into the U.S. Offer and ADRs representing such ADSs or any other required documents cannot be delivered to the U.S. Tender Agent or the procedures for book-entry transfer cannot be completed, in each case, before the expiration of the acceptance period under the U.S. Offer, such holder’s acceptance of the U.S. Offer may nevertheless be effected by following the procedures for guaranteed delivery as described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.

NOTE: SIGNATURES MUST BE PROVIDED ON PAGES 8 (THIS ADS LETTER OF TRANSMITTAL) AND
13 (SUBSTITUTE IRS FORM W-9) BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby instructs the U.S. Tender Agent to accept the U.S. Offer on behalf of the undersigned with respect to the above-described ADSs (which shall be deemed to include, without limitation, the ordinary shares represented thereby), upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

The undersigned hereby acknowledges that delivery of this ADS Letter of Transmittal, ADRs evidencing tendered ADSs (or book-entry transfer of such ADSs) and any other required documents to the U.S. Tender Agent in connection herewith will (without any further action by the U.S. Tender Agent) constitute acceptance, subject to the withdrawal rights described in Section 8 (“Withdrawal Rights”) of the U.S. Offer to Purchase, of the U.S. Offer by the undersigned with respect to such ADSs, upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

(a) sells, assigns and transfers all right, title and interest in and to the above-described ADSs and, to the extent paid after the date of acceptance for payment of Endesa securities tendered under the U.S. Offer, any and all cash dividends, distributions, rights, other ADSs or other securities issued or issuable in respect of such ADSs (collectively, “Distributions”); and

(b) irrevocably constitutes and appoints the U.S. Tender Agent the true and lawful agent and attorney-in-fact of the undersigned with respect to such ADSs and any Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) with respect to such ADSs, (i) to deliver the ADRs evidencing such ADSs and any Distributions or, if tender is by book-entry transfer, accept transfer of such ADSs and any Distributions on the account books maintained at DTC, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Offerors, (ii) to surrender such ADSs to the depositary for Endesa’s ADR program for the purpose of withdrawing the underlying ordinary shares, (iii) to instruct the depositary for Endesa’s ADR program to deliver the certificates evidencing the ordinary shares underlying such ADSs, or transfer ownership of such ordinary shares underlying such ADSs (and any Distributions) on the account books maintained with respect to such ordinary shares at Iberclear (the Spanish central securities depositary), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Offerors, (iv) to cause the U.S. Tender Agent’s Spanish custodian bank, Santander Investment S.A., to forward the ordinary shares underlying such ADSs to the governing bodies of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges as part of the Spanish centralizing and settlement procedures in accordance with Spanish regulation and practice following the expiration of the acceptance period under the U.S. Offer and (v) to receive all benefits and otherwise exercise all rights of beneficial ownership of such ADSs (and any Distributions).

The undersigned agrees that the Offerors may instruct the U.S. Tender Agent to take the actions specified in clauses (b)(i), (ii), (iii) and (iv) from the immediately preceding paragraph prior to acceptance by the Offerors of those ADSs tendered in the U.S. Offer. The Offerors shall not have the rights specified in clause (b)(v) from the immediately preceding paragraph until it has irrevocably accepted those ADSs tendered in the U.S. Offer. Upon acceptance by the Offerors of tendered ADSs in the U.S. Offer, the undersigned shall have no further rights with respect to those ADSs, except that the undersigned shall have the right to receive from the Offerors the consideration in accordance with the U.S. Offer.

the ADSs (and any Distributions) tendered hereby and accepted for payment by the Offerors. This appointment will be effective if and when, and only to the extent that, the Offerors accept such ADSs for payment pursuant to the U.S. Offer following the waiver or satisfaction of the conditions to the U.S. Offer. This power of attorney and this proxy are irrevocable and are granted in consideration of the acceptance for payment of such ADSs upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment). Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such ADSs (and any Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the beneficial ownership of the ADSs tendered hereby (and any Distributions) and that, when the same are accepted for payment by the Offerors, the Offerors will acquire good, marketable and unencumbered title thereto (and to any Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims.

The undersigned understands that acceptance of the U.S. Offer by the undersigned pursuant to the procedures described herein and in the instructions hereto will, upon acceptance by the Offerors, constitute a binding agreement between the undersigned and the Offerors upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment). Without limiting the foregoing, if the consideration paid in the U.S. Offer is amended, the consideration paid to the undersigned will be the amended consideration notwithstanding the fact that a different consideration is stated in this ADS Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the U.S. Offer to Purchase, the Offerors may not be required to accept for payment any of the ADSs tendered hereby. Under no circumstances will interest be paid by the Offerors on the purchase price of the Endesa securities regardless of any extension of the U.S. Offer or any delay in making such payment.

The undersigned acknowledges that in the event that Endesa pays any dividend prior to the date of acceptance for payment of Endesa securities tendered under the U.S. Offer, the consideration offered for each ADS shall be reduced by an amount equivalent to the gross dividend distributed per ordinary share. See Section 3 (“Consideration”) of the U.S. Offer to Purchase. If the Offerors reduce the consideration as described above, the Offerors will disseminate an announcement of the reduction through a press release and by placing an advertisement in a newspaper of national circulation in the United States. The Offerors will also file this announcement with the U.S. Securities and Exchange Commission via the EDGAR filing system on the date that the announcement is made.

If acceptance has been made in respect of ADSs, then a separate acceptance in respect of the ordinary shares represented by such ADSs may not be made.

In the event that the box entitled “Special Payment Instructions” is not completed, the undersigned hereby instructs the U.S. Tender Agent (a) to issue a check for the consideration (converted into U.S. dollars as described below) for the ADSs tendered and accepted for payment to the undersigned and/or (b)(i) in the case of ADSs held in certificated form, to issue or return any ADRs in the name(s) of the undersigned for ADSs not tendered or not accepted for payment or (ii) in the case of ADSs held in book-entry form, to credit the account at DTC of the undersigned for ADSs not accepted for payment. In the event that the box entitled “Special Payment Instructions” is completed, the undersigned hereby instructs the U.S. Tender Agent (a) to issue a check for the consideration (converted into U.S. dollars as described below) for the ADSs tendered and accepted for payment to the person(s) so indicated and/or (b)(i) in the case of ADSs held in certificated form, issue or return any ADRs in the

name(s) of the person(s) so indicated for ADSs not tendered or not accepted for payment or (ii) in the case of ADSs held in book-entry form, credit the account at DTC of the person(s) so indicated for ADSs not accepted for payment.

In the event that the box entitled “Special Delivery Instructions” is not completed, the undersigned hereby instructs the U.S. Tender Agent to mail (a) a check for the consideration (converted into U.S. dollars as described below) for the ADSs tendered and accepted for payment to the undersigned and/or (b) in the case of ADSs held in certificated form, any ADRs for ADSs not accepted for payment (and accompanying documents, as appropriate) to the undersigned at the address(es) shown below the undersigned’s signature(s). In the event that the box entitled “Special Delivery Instructions” is completed, the undersigned hereby instructs the U.S. Tender Agent to mail (a) a check for the consideration (converted into U.S. dollars as described below) for the ADSs tendered and accepted for payment to the person(s) so indicated and/or (b) any ADRs for ADSs not accepted for payment (and accompanying documents, as appropriate) to the person(s) so indicated.

The consideration received under the U.S. Offer will, to the extent practicable, be converted into U.S. dollars on the day that it is received by the U.S. Tender Agent at the then-prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ADSs. Thus, the exact amount of consideration will not be determined at the time of tender. The holders of ADSs who tender such ADSs in the U.S. Offer will be paid approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), this ADS Letter of Transmittal shall not be considered complete and valid, and payment of the consideration under the U.S. Offer shall not be made, until the ADRs evidencing tendered ADSs or, in the case of a book-entry transfer, book-entry confirmation, in respect of which the U.S. Offer is being accepted and any other required documents have been received by the U.S. Tender Agent at one of its addresses set forth on the first and last pages of this ADS Letter of Transmittal.


o	Check here if ADR certificates have been lost, destroyed or stolen. See Instruction 12.

Number of ADSs represented by lost, stolen or destroyed ADRs:

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the consideration with respect to the ADSs purchased is to be issued in the name of someone other than the undersigned, if ADRs for ADSs not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if ADSs tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue o Check and/or o ADRs to:


Name(s):

(Please Print: First, Middle and Last Name)


Address:

(Include ZIP Code)

(Taxpayer Identification or Social Security Number)


o	Credit ADSs tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below:

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the consideration with respect to ADSs purchased and/or ADRs evidencing ADSs in respect of which the offer is not accepted or which are not purchased are to be mailed to someone other than the undersigned, or to the undersigned at the address other than shown above.

Deliver o Check and/or o ADRs to:


Name(s):

(Please Print: First, Middle and Last Name)


Address:

(Include ZIP Code)

IMPORTANT — SIGN HERE
(Please also complete Substitute Form W-9 included herein)


Sign Here:

Sign Here:

(Signature(s) of Owner(s))

Dated: , 2007

(Must be signed by registered holder(s) exactly as name(s) appear(s) on the ADRs evidencing the ADSs or by person(s) to whom ADRs surrendered have been assigned and transferred, as evidenced by endorsement, stock powers and other documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)


Name(s):


Capacity (Full Title):

(See Instruction 5)


Address:

(Include ZIP Code)


Area Code and Telephone Number:


Taxpayer Identification or Social Security Number:

GUARANTEE OF SIGNATURE(S)
(For use by eligible institutions only; see Instructions 1 and 5)


Authorized Signature(s):


Name:


Name of Firm:


Address:

(Include ZIP Code)


Area Code and Telephone Number:

Dated: , 2007

Place medallion guarantee in space below:

INSTRUCTIONS
Forming Part of the Terms and Conditions of the U.S. Offer

1. Guarantee of Signatures. No signature guarantee is required on this ADS Letter of Transmittal if (a) this ADS Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this section, includes any participant in DTC’s system whose name appears on a security position listing as the owner of the ADSs) of ADSs tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this ADS Letter of Transmittal or (b) such ADSs are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an “eligible institution”). In all other cases, all signatures on this ADS Letter of Transmittal must be guaranteed by an eligible institution. See Instructions 5 and 7.

2. Requirements of Tender. This ADS Letter of Transmittal is to be completed by holders of ADSs if ADRs evidencing ADSs are to be forwarded herewith or, unless an agent’s message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer as described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase. ADRs evidencing tendered ADSs, or confirmation of a book-entry transfer into the U.S. Tender Agent’s account at DTC of ADSs delivered by book-entry transfer (“book-entry confirmation”), as well as this ADS Letter of Transmittal properly completed and duly executed (with any required signature guarantees) or, in the case of a book-entry transfer, an agent’s message, and any other documents required by this ADS Letter of Transmittal, must be received by the U.S. Tender Agent at one of its addresses set forth on the first and last pages of this ADS Letter of Transmittal prior to the expiration of the acceptance period under the U.S. Offer. If ADRs are forwarded to the U.S. Tender Agent in multiple deliveries, a properly completed and duly executed ADS Letter of Transmittal must accompany each such delivery.

The term “agent’s message” means a message transmitted via DTC’s confirmation system to, and received by, the U.S. Tender Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant in DTC that the participant tendering ADSs that are the subject of such book-entry confirmation has received and agrees to be bound by the terms and conditions of the ADS Letter of Transmittal and that the Offerors may enforce such agreement against the participant.

Holders of ADSs whose ADRs representing such ADSs or any other required documents cannot be delivered to the U.S. Tender Agent or who cannot complete the procedures for book-entry transfer, in each case, before the expiration of the acceptance period under the U.S. Offer may tender their ADSs into the U.S. Offer by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the procedures for guaranteed delivery as described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase. Pursuant to the procedures for guaranteed delivery, (a) such tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Offerors, must be received by the U.S. Tender Agent prior to the expiration of the acceptance period under the U.S. Offer and (c) within three New York Stock Exchange trading days after the date of the receipt of the Notice of Guaranteed Delivery by the U.S. Tender Agent, the following must be received by the U.S. Tender Agent: (i) in the case of ADSs held in certificated form, the ADRs evidencing such ADSs, in proper form for transfer, together with a properly completed and duly executed ADS Letter of Transmittal (with any required signature guarantees) and any other documents required by this ADS Letter of Transmittal or (ii) in the case of ADSs held in book-entry form, confirmation of a book-entry transfer of such ADSs to the account of the U.S. Tender Agent at DTC, together with (A) a properly completed and duly executed ADS Letter of Transmittal (with any required signature guarantees) or an agent’s message and (B) any other documents required by the ADS Letter of Transmittal.

The method of delivery of this ADS Letter of Transmittal, ADRs evidencing ADSs and any other required documents, including delivery through DTC, is at the sole option and risk of the tendering holder of ADSs, and delivery will be deemed made only when actually received by the U.S. Tender Agent (including, in the case of book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional ADSs will be purchased. All tendering holders of ADSs, by execution of this ADS Letter of Transmittal, waive any right to receive any notice of the acceptance of their ADSs for payment.

All questions as to the form and validity (including time of receipt) and acceptance for payment of any tender of ADSs will be determined by the Offerors, in their reasonable discretion, which determination shall be final and binding (subject to a party’s ability to seek judicial review of any determination). The Offerors reserve the absolute right to reject any or all tenders of ADSs determined by the Offerors not to be in proper form or the acceptance for payment or of payment for which may, in the opinion of the Offerors’ counsel, be unlawful. The Offerors also reserve the absolute right to waive any defect or irregularity in any tender of ADSs. None of the Offerors, Endesa, the U.S. Tender Agent, the Information Agent, Iberclear or any other person will be under any duty to give notification of any defect or irregularity in any tender or incur any liability for failure to give any such notification.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers of the ADRs (if applicable), the total number of ADSs evidenced by such ADRs, the number of ADSs tendered and any other required information should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this ADS Letter of Transmittal is signed.

4. Partial Tenders. (Not applicable to holders of ADSs who tender their ADSs by book-entry transfer.) If fewer than all of the ADSs are to be tendered, fill in the number of ADSs that are to be tendered in the box entitled “Number of ADSs Tendered.” In this case, new ADRs for the ADSs that were evidenced by your old ADRs, but were not tendered by you, will be sent to you, unless otherwise provided in the box entitled “Special Payment Instructions” and/or “Special Delivery Instructions” on this ADS Letter of Transmittal, as soon as practicable after the expiration of the acceptance period under the U.S. Offer. All ADSs delivered to the U.S. Tender Agent will be deemed to have been tendered into the U.S. Offer unless otherwise indicated.

5. Signatures on ADS Letter of Transmittal, Stock Powers and Endorsements. If this ADS Letter of Transmittal is signed by the registered holder(s) of the ADSs tendered hereby, the signature(s) must correspond to the name(s) as written on the face of the ADRs without alteration.

If any of the ADSs evidenced by ADRs tendered hereby are held of record jointly by two or more owners, each owner must sign this ADS Letter of Transmittal.

If any of the tendered ADSs are registered in different names on several ADRs, it will be necessary to complete, sign and submit as many separate ADS Letters of Transmittal as there are different registrations of ADRs. If this ADS Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and submit proper evidence satisfactory to the Offerors of the authority of such person to so act.

If this ADS Letter of Transmittal is signed by the registered holder(s) of the ADSs listed and transmitted hereby, no endorsements of ADRs or separate stock powers are required unless payment is to be made or ADRs for ADSs not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such ADRs or stock powers must be guaranteed by an eligible institution.

If this ADS Letter of Transmittal is signed by a person other than the registered holder(s) of the ADRs listed and transmitted hereby, the ADRs must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the ADRs. Signature(s) on any such ADRs or stock powers must be guaranteed by an eligible institution.

6. Stock Transfer Taxes. If payment of the consideration is to be made to, or if ADRs representing ADSs not tendered or not accepted for payment are to be issued in the name of, any person other than the registered holder(s), or if tendered ADRs are registered in the name of any person other than the person(s) signing this ADS Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the consideration paid for such tendered ADSs unless evidence satisfactory to the Offerors of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the ADRs transmitted hereby.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or ADRs representing ADSs not tendered or not accepted for payment are to be issued or returned to, a person other than the person(s) signing this ADS Letter of Transmittal or if a check and/or such ADRs are to be returned to a person other than the person(s) signing this ADS Letter of Transmittal or to an address other than that shown in this ADS Letter of Transmittal, the appropriate boxes on this ADS Letter of Transmittal must be completed. Holders who hold their ADSs through DTC may request that ADSs not accepted for payment be credited to an account maintained at DTC as designated under “Special Payment Instructions.” If no such instructions are given, such ADSs not accepted for payment will be returned by crediting such holder’s account at DTC.

8. Taxpayer Identification Number and Backup Withholding. Under U.S. Federal income tax law, a holder of ADSs whose ADSs are accepted for payment is required to provide the U.S. Tender Agent with such holder’s correct Taxpayer Identification Number (“TIN”) (e.g., social security number or employer identification number) on the Substitute Form W-9 included herewith or otherwise establish a basis for exemption from backup withholding. If ADSs are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. Failure to provide a correct TIN or an adequate basis for exemption may subject the surrendering holder to applicable backup withholding (at the applicable rate, currently 28%) on the consideration and to a penalty imposed by the IRS.

If the tendering holder of ADSs has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If a TIN has been applied for and the U.S. Tender Agent is not provided with a TIN before payment is made, the U.S. Tender Agent will backup withhold (at the applicable rate, currently 28%) on all payments to such surrendering holder of any consideration due for such holder’s ADSs.

Certain holders of ADSs (including, for example, corporations and certain foreign persons) are exempt from backup withholding requirements. Exempt holders should indicate their exempt status on the Substitute Form W-9. In order for a foreign person to qualify as an exempt recipient, such person must submit to the U.S. Tender Agent a statement on Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form W-9), signed under penalties of perjury, attesting to such person’s exempt status. Holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the U.S. Tender Agent is required to withhold 28% of any payments to be made to the holder of ADSs or other payee. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service. The U.S. Tender Agent cannot refund amounts withheld by reason of backup withholding.

Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance.

9. Holders of Ordinary Shares. Ordinary shares cannot be tendered by means of this ADS Letter of Transmittal (which is exclusively for use in respect of ADSs). If you hold ordinary shares, you should use the Share Form of Acceptance for tendering such ordinary shares into the U.S. Offer by following the instructions set forth therein. To obtain a copy of the Share Form of Acceptance, contact the Information Agent at the addresses or telephone number set forth on the last page of this ADS Letter of Transmittal.

10. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the U.S. Offer to Purchase, this ADS Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at the addresses or telephone number set forth on the last page of this ADS Letter of Transmittal.

11. Waiver of Conditions. The conditions of the U.S. Offer may be waived by the Offerors at the times and in the manner described in Section 5 (“Conditions to the U.S. Offer”) of the U.S. Offer to Purchase.

12. Lost, Destroyed or Stolen Certificates. If any ADR representing an ADS has been lost, destroyed or stolen, the holder of such ADS should promptly notify Citibank, N.A., the depositary for the Endesa ADR program. The holder of the ADS will then be instructed as to the steps that must be taken in order to replace the ADR. This ADS Letter of Transmittal and any other required documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

13. Currency of Payment. The consideration paid in the U.S. Offer to tendering holders of ADSs will, to the extent practicable, be converted into U.S. dollars on the date that it is received by the U.S. Tender Agent at the then prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ADSs.


PAYER’S NAME: THE BANK OF NEW YORK, AS U.S. TENDER AGENT

PAYEE’S NAME:

PAYEE’S ADDRESS:





SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification	Part I: Taxpayer Identification Number (TIN) Social Security Number OR Employer Identification Number (If awaiting TIN write ‘‘Applied For” and complete Part III and the Certificate of Awaiting Taxpayer Identification Number)	Part II: For Payees Exempt from Backup Withholding For Payees Exempt from Backup withholding, see the enclosed Guidelines for Certification of Taxpayer Indentification Number on a Substitute Form W-9 and complete as instructed therein.

	Part III: — Certification —
	Under penalties of perjury, I certify that:
	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3) I am a U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

	Signature of U.S. person	Date


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE U.S. OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”
IN THE APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER



Signature		Date

THE INFORMATION AGENT FOR THE U.S. OFFER IS:

17 State Street, 10^th Floor
New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE
(888) 605-7580

BANKS AND BROKERS CALL COLLECT
(212) 440-9800

THE U.S. TENDER AGENT FOR THE U.S. OFFER IS:


BY MAIL	BY HAND	BY OVERNIGHT DELIVERY
The Bank of New York	The Bank of New York	The Bank of New York
Endesa, S.A.	Reorganization Services	Endesa, S.A.
P.O. Box 859208	101 Barclay Street	161 Bay State Drive
Braintree, MA 02185	Receive and Deliver Window	Braintree, MA 02184
	Street Level
	New York, NY 10286

BY FACSIMILE TRANSMISSION

(FOR ELIGIBLE INSTITUTIONS ONLY)

(781) 930-4939

CONFIRMATION RECEIPT OF FACSIMILE BY

TELEPHONE ONLY

(781) 930-4900

Questions and requests for assistance may be directed to the Information Agent at the telephone number or address set forth above. Additional copies of the U.S. Offer to Purchase, this ADS Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may also be obtained from the Information Agent, and will be furnished promptly at the Offerors’ expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

EX-99.A.1.D 5 u53191exv99waw1wd.htm EX-99.A.1.D: FORM OF NOTICE OF GUARANTEED DELIVERY EX-99.A.1.D

NOTICE OF GUARANTEED DELIVERY
TO TENDER ORDINARY SHARES OR
AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF

ENDESA, S.A.

PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED JULY 30, 2007

BY
ACCIONA, S.A.
AND

BY
ENEL ENERGY EUROPE S.r.L.,
A WHOLLY-OWNED SUBSIDIARY OF
ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer

or unless it lapses or is withdrawn.

THE U.S. TENDER AGENT FOR THE U.S. OFFER IS:


BY MAIL	BY HAND	BY OVERNIGHT DELIVERY
The Bank of New York	The Bank of New York	The Bank of New York
Endesa, S.A.	Reorganization Services	Endesa, S.A.
P.O. Box 859208	101 Barclay Street	161 Bay State Drive
Braintree, MA 02185	Receive and Deliver Window	Braintree, MA 02184
	Street Level
	New York, NY 10286

BY FACSIMILE TRANSMISSION

(FOR ELIGIBLE INSTITUTIONS ONLY)

(781) 930-4939

CONFIRMATION RECEIPT OF FACSIMILE BY

TELEPHONE ONLY

(781) 930-4900

Delivery of this Notice of Guaranteed Delivery to an address other than one set forth above will not constitute delivery to the U.S. Tender Agent.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on an ADS Letter of Transmittal is required to be guaranteed by an eligible institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the ADS Letter of Transmittal.

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, may be used to accept the offer by Acciona, S.A., a Spanish corporation (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company (“EEE” and, together with Acciona, the “Offerors”), to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”, and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”), if:

1. American depositary receipts (“ADRs”) evidencing ADSs are not immediately available;

2. the procedures for book-entry transfer cannot be completed prior to the expiration of the acceptance period under the U.S. Offer; or

3. time will not permit the required documents to be received by The Bank of New York, the U.S. Tender Agent, prior to the expiration of the acceptance period under the U.S. Offer.

The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

This form may be delivered by hand, transmitted via facsimile or mailed to the U.S. Tender Agent and must include a guarantee by an eligible institution.

In the case of ADSs held through The Depository Trust Company (“DTC”), the Notice of Guaranteed Delivery must be sent to the U.S. Tender Agent by a participant in DTC’s system via the book-entry confirmation system. In the case of ordinary shares, the Notice of Guaranteed Delivery must be sent to the U.S. Tender Agent by an Iberclear (the Spanish central securities depositary) participant.

The Offerors intend to enforce all rights they may have under applicable law against any eligible institution that completes this form and fails to deliver the applicable Endesa securities by the deadline described above.

Ladies and Gentlemen:

The undersigned hereby tenders to Acciona, S.A., a Spanish corporation (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company (“EEE” and, together with Acciona, the “Offerors”), upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”), receipt of which is hereby acknowledged, the number of ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”) of Endesa, S.A., a Spanish corporation (“Endesa”), indicated below pursuant to the procedures for guaranteed delivery as described in Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.




Signature(s):		Address(es):



Name(s) of Record Holders:


(Please Type or Print)		(Including Zip Code)

		Area Code and Tel. No.(s):

		Check if Endesa securities will be tendered by book-entry transfer:

Number of ordinary shares:		Account Number:

Number of ADSs:

ADR No(s). (if available/applicable):

Dated:

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an “eligible institution”), hereby (a) in the case of ADSs, guarantees to deliver the ADRs evidencing the ADSs tendered hereby, in proper form for transfer, or deliver the ADSs by book-entry transfer to the U.S. Tender Agent’s account at DTC, together with the ADS Letter of Transmittal properly completed and duly executed (with any required signature guarantees) or, in the case of book-entry transfer, an agent’s message, and any other required documents or (b) in the case of ordinary shares, guarantees to deliver by book-entry transfer the ordinary shares tendered hereby to the U.S. Tender Agent’s account at its Spanish custodian bank, Santander Investment S.A., in each case within three New York Stock Exchange trading days after the date hereof.


Name of Firm:		Authorized Signature:


		Please Print
Address:		Name:


(Include Zip Code)
		Title:

Area Code and Tel. No.(s):		Dated:

Note: Do not send ADRs evidencing ADSs with this Notice of Guaranteed Delivery. ADRs evidencing ADSs should be sent with your ADS Letter of Transmittal.

EX-99.A.1.E 6 u53191exv99waw1we.htm EX-99.A.1.E: FORM OF LETTER TO BROKERS EX-99.A.1.E

U.S. OFFER TO PURCHASE FOR CASH
ALL OF THE ORDINARY SHARES AND ADSs
OF

ENDESA, S.A.

PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED JULY 30, 2007

BY
ACCIONA, S.A.
AND

BY
ENEL ENERGY EUROPE S.r.L.,
A WHOLLY-OWNED SUBSIDIARY OF
ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer

or unless it lapses or is withdrawn.

[ • ], 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Acciona, S.A., a Spanish corporation, (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company, (“EEE” and, together with Acciona, the “Offerors”), to act as Information Agent in the United States in connection with the Offerors’ offer to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs,” and, together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”). The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

Please furnish copies of the following enclosed materials to those of your clients for whose account you hold ADSs in your name or in the name of your nominee:

1. The U.S. Offer to Purchase, dated July 30, 2007;

2. A printed form of a letter that may be sent to your clients for whose account you hold ADSs in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the U.S. Offer;

3. The ADS Letter of Transmittal to be used by holders of ADSs to accept the U.S. Offer;


		4. A Notice of Guaranteed Delivery, to be used to accept the U.S. Offer if the procedures set forth in the U.S. Offer to Purchase to tender ADSs cannot be completed prior to the expiration of the acceptance period under the U.S. Offer;

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

6. A return envelope addressed to The Bank of New York, the U.S. Tender Agent.

Ordinary shares cannot be tendered by means of the ADS Letter of Transmittal (which is exclusively for use in respect of ADSs). Holders of ordinary shares should use the Share Form of Acceptance for tendering ordinary shares into the U.S. Offer by following the instructions set forth therein. Copies of the Share Form of Acceptance and other related materials may be obtained from the Information Agent, and will be furnished promptly at the Offerors’ expense.

We urge you to contact your clients as promptly as possible.

Your attention is directed to the following:

1. The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on October 1, 2007, unless the U.S. Offer is extended or unless it lapses or is withdrawn.

2. The U.S. Offer is open to holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located. The Offers are both conditioned on receipt of valid tenders not withdrawn at the expiration of the Offers of Endesa securities which together with the 487,116,120 ordinary shares already directly or indirectly held by the Offerors, represent more than 50% of the share capital of Endesa. The Offers are also conditioned upon modifications being made to the articles of association of Endesa regarding limitations to the voting rights, and requirements and qualifications applicable to the members of the board of directors. In addition, the U.S. Offer is conditioned on the completion of the Spanish Offer.

3. The cash consideration paid in the U.S. Offer to tendering holders of Endesa securities will, to the extent practicable, be converted into U.S. dollars on the day that it is received by The Bank of New York, the U.S. Tender Agent, at the then prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of Endesa securities. Thus, the exact amount of consideration will not be determined at the time of tender. Tendering holders of Endesa securities will be paid approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

4. The Offerors will not pay any fees or commissions to any broker or dealer or other person soliciting tenders of Endesa securities pursuant to the U.S. Offer or the Spanish Offer (other than to the depositary for the ADSs, Morgan Stanley & Co. Incorporated, as U.S. Dealer Manager, The Bank of New York, as U.S. Tender Agent, Georgeson, as Information Agent, and Santander Investment S.A., as Spanish Tender Agent). All other fees and expenses which may be incurred as a result of the tender of Endesa securities by a holder thereof will be borne by the holder. Except as otherwise provided in the ADS Letter of Transmittal, tendering holders will not be obligated to pay transfer taxes on the purchase of ADSs by the Offerors pursuant to the U.S. Offer. However, U.S. federal income tax backup withholding (at the applicable rate, currently 28%) may be required, unless the required taxpayer identification information is provided. See Instruction 8 to the ADS Letter of Transmittal.

5. To validly tender ADSs, American depositary receipts evidencing tendered ADSs, or confirmation of any book-entry transfer into the U.S. Tender Agent’s account at The Depository Trust Company of ADSs delivered by book-entry transfer, as well as a ADS Letter of Transmittal properly completed and duly executed (with any required signature guarantees) or, in the case of a book-entry transfer, an agent’s message, and any other documents required by the ADS Letter of Transmittal, must be received by the U.S. Tender Agent prior to the expiration of the acceptance period under U.S. Offer.


		Under no circumstances will interest be paid by the Offerors on the purchase price of the Endesa securities, regardless of any extension of the U.S. Offer or any delay in making such payment.

You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.

Questions and requests for assistance or for additional copies of the enclosed materials may be directed to us, as Information Agent, at the address and telephone number set forth below. Additional copies of the enclosed materials will be furnished at the Offerors’ expense.

Very truly yours,

Georgeson


		Nothing contained herein or in the enclosed documents shall render you or any person the agent of Acciona, EEE or the U.S. Tender Agent, or any of their affiliates, or authorize you or any other person to use any document or make any representation on behalf of any of them with respect to the U.S. Offer not contained in the U.S. Offer to Purchase or the ADS Letter of Transmittal.

THE INFORMATION AGENT FOR THE U.S. OFFER IS:

17 State Street, 10^th Floor
New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE
(888) 605-7580

BANKS AND BROKERS CALL COLLECT
(212) 440-9800

EX-99.A.1.F 7 u53191exv99waw1wf.htm EX-99.A.1.F: FORM OF LETTER TO HOLDERS OF ADSS EX-99.A.1.F


	U.S. OFFER TO PURCHASE FOR CASH

ALL OF THE ORDINARY SHARES AND ADSs

ENDESA, S.A.

PURSUANT TO THE U.S. OFFER TO PURCHASE

DATED JULY 30, 2007

ACCIONA, S.A.

AND

ENEL ENERGY EUROPE S.r.L.,

A WHOLLY-OWNED SUBSIDIARY OF

ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer

or unless it lapses or is withdrawn.

[ • ], 2007

To Holders of American Depositary Shares of Endesa, S.A.:

Enclosed for your information is an offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”), and the ADS Letter of Transmittal relating to the offer by Acciona, S.A., a Spanish corporation (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company, (“EEE” and, together with Acciona, the “Offerors”), to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”, and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. Offer to Purchase. The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

We (or our nominees) are the holder of record of ADSs held by us for your account. A tender of such ADSs can be made only by us as the holder of record and pursuant to your instructions. The ADS Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender ADSs held by us for your account.

Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the ADSs held by us for your account, upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

Ordinary shares cannot be tendered by means of the enclosed ADS Letter of Transmittal (which is exclusively for use in respect of ADSs). If you hold ordinary shares, you should use the Share Form of Acceptance for tendering such ordinary shares

into the U.S. Offer by following the instructions set forth therein. Additional information can be obtained from Georgeson, the Information Agent for the U.S. Offer, toll-free, at (888) 605-7580.

Your attention is directed to the following:

1. The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on October 1, 2007, unless the U.S. Offer is extended or unless it lapses or is withdrawn.

4. The Offerors will not pay any fees or commissions to any broker or dealer or other person soliciting tenders of Endesa securities pursuant to the U.S. Offer or the Spanish Offer (other than to the depositary for the ADSs, Morgan Stanley & Co. Incorporated, as Dealer Manager, The Bank of New York, as U.S. Tender Agent, Georgeson, as Information Agent, and Santander Investment S.A., as Spanish Tender Agent). All other fees and expenses which may be incurred as a result of the tender of Endesa securities by a holder thereof will be borne by the holder. Except as otherwise provided in the ADS Letter of Transmittal, tendering holders will not be obligated to pay transfer taxes on the purchase of ADSs by the Offerors pursuant to the U.S. Offer. However, U.S. federal income tax backup withholding (at the applicable rate, currently 28%) may be required, unless the required taxpayer identification information is provided. See Instruction 8 to the ADS Letter of Transmittal.

Under no circumstances will interest be paid by the Offerors on the purchase price of the Endesa securities, regardless of any extension of the U.S. Offer or any delay in making such payment.

If you wish to have us tender any or all of the ADSs held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the instruction form set forth below. If you authorize the tender of your ADSs, all such ADSs will be tendered unless otherwise specified. If you cannot complete the tender of your ADSs in the manner described above on a timely basis, you may nevertheless be able to tender your ADSs by following the procedures for guaranteed delivery. For more information, see Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.

Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the acceptance period under the U.S. Offer.

An envelope in which to return your instructions to us is enclosed.

INSTRUCTIONS WITH RESPECT TO THE U.S. OFFER TO PURCHASE FOR CASH
ALL OF THE ORDINARY SHARES AND ADSs
OF

ENDESA, S.A.

PURSUANT TO THE U.S. OFFER TO PURCHASE

DATED JULY 30, 2007

ACCIONA, S.A.

AND

ENEL ENERGY EUROPE S.r.L.,

A WHOLLY-OWNED SUBSIDIARY OF

ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer or unless it lapses or is withdrawn.

The undersigned acknowledge(s) receipt of your letter and the enclosed offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”), and the ADS Letter of Transmittal relating to the offer by Acciona, S.A., a Spanish corporation (“Acciona”) and Enel Energy Europe S.r.L., an Italian limited liability company, (“EEE” and, together with Acciona, the “Offerors”), to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”) of Endesa, S.A., a Spanish corporation (“Endesa”), upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. Offer to Purchase.

This will instruct you to tender the number of ADSs indicated below (or if no number is indicated below, all ADSs) that are held by you for the account of the undersigned, upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

The undersigned understands and acknowledges that all questions as to the form and validity (including time of receipt) and acceptance for payment of any tender of ADSs submitted on the undersigned’s behalf to the U.S. Tender Agent will be determined by the Offerors in their reasonable discretion, which determination shall be final and binding (subject to a party’s ability to seek judicial review of any determination).

Account Number: Number of ADSs to Be Tendered: ADSs*

Signature(s): Dated: , 2007

Please Type or Print Name(s)

Please Type or Print Address(es)

Area Code and Telephone Number

Taxpayer Identification or Social Security Number(s)


*		Unless otherwise indicated, you are deemed to have instructed us to tender all ADSs held by us for your account.

Please return this form to the brokerage firm or other nominee maintaining your account.

EX-99.A.1.G 8 u53191exv99waw1wg.htm EX-99.A.1.G: FORM OF LETTER TO FINANCIAL INTERMEDIARIES EX-99.A.1.G

U.S. OFFER TO PURCHASE FOR CASH
ALL OF THE ORDINARY SHARES AND ADSs
OF

ENDESA, S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED JULY 30, 2007
BY

ACCIONA, S.A.

AND
BY

ENEL ENERGY EUROPE S.r.L.,

A WHOLLY-OWNED SUBSIDIARY OF

ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer or unless it lapses or is withdrawn.

[ • ], 2007

To Financial Intermediaries and Custodians:

On behalf of Acciona, S.A., a Spanish corporation (“Acciona”), and Enel Energy Europe, S.r.L., an Italian limited liability company (“EEE” and together with Acciona, the “Offerors”), we hereby inform financial intermediaries and custodians of the Offerors’ offer to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”, and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”). The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

ADSs cannot be tendered by means of the Share Form of Acceptance (which is exclusively for use in respect of ordinary shares). Holders of ADSs should use the ADS Letter of Transmittal for tendering such ADSs into the U.S. Offer by following the instructions set forth therein. Copies of the ADS Letter of Transmittal and other related materials may be obtained from the Information Agent, and will be furnished promptly at the Offerors’ expense.

We urge you to contact your clients as promptly as possible.

Your attention is directed to the following:

1. The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on October 1, 2007, unless the U.S. Offer is extended or unless it lapses or is withdrawn.

4. The Offerors will not pay any fees or commissions to any broker or dealer or other person soliciting tenders of Endesa securities pursuant to the U.S. Offer or the Spanish Offer (other than to the depositary for the ADSs, Morgan Stanley & Co. Incorporated, as Dealer Manager, The Bank of New York, as U.S. Tender Agent, Georgeson, as Information Agent, and Santander Investment S.A., as Spanish Tender Agent). All other fees and expenses which may be incurred as a result of the tender of Endesa securities by a holder thereof will be borne by the holder. Except as otherwise provided in the ADS Letter of Transmittal, tendering holders will not be obligated to pay transfer taxes on the purchase of ordinary shares by the Offerors pursuant to the U.S. Offer. However, U.S. federal income tax backup withholding (at the applicable rate, currently 28%) may be required, unless the required taxpayer identification information is provided. See Instruction 5 to the Share Form of Acceptance.

5. To validly tender ordinary shares, the Share Form of Acceptance properly completed and duly executed and any other documents required by the Share Form of Acceptance must be received by the U.S. Tender Agent and ordinary shares must be delivered by book-entry transfer to the U.S. Tender Agent’s account at Santander Investment S.A., its Spanish custodian (the “Spanish Custodian”), prior to the expiration of the acceptance period under the U.S. Offer.

6. You will notify the U.S. Tender Agent of the number of ordinary shares tendered and deliver such ordinary shares by book-entry transfer to the U.S. Tender Agent’s account at the Spanish Custodian. A copy of the Share Form of Acceptance to be used by holders of ordinary shares in accepting the U.S. Offer is attached hereto.

Under no circumstances will interest be paid by the Offerors on the purchase price of the Endesa securities, regardless of any extension of the U.S. Offer or any delay in making such payment.

You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on October 1, 2007, unless the U.S. Offer is extended or unless it lapses or is withdrawn. You should forward a copy of the U.S. Offer to Purchase to your clients who are resident in the United States only.

Very truly yours,

Georgeson

Nothing contained herein or in the enclosed documents shall render you or any person the agent of Acciona, EEE or the U.S. Tender Agent, or any of their affiliates, or authorize you or any other person to use any document or make any representation on behalf of any of them with respect to the U.S. Offer not contained in the U.S. Offer to Purchase or the Share Form of Acceptance.

THE INFORMATION AGENT FOR THE U.S. OFFER IS:

17 State Street, 10^th Floor

New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE

(888) 605-7580

BANKS AND BROKERS CALL COLLECT

(212) 440-9800

EX-99.A.1.H 9 u53191exv99waw1wh.htm EX-99.A.1.H: FORM OF LETTER TO HOLDERS OF ORDINARY SHARES EX-99.A.1.H

U.S. OFFER TO PURCHASE FOR CASH
ALL OF THE ORDINARY SHARES AND ADSs
OF
ENDESA, S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED JULY 30, 2007
BY
ACCIONA, S.A.
AND
BY
ENEL ENERGY EUROPE S.r.L.,
A WHOLLY-OWNED SUBSIDIARY OF
ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer or unless it lapses or is withdrawn.

[ • ], 2007

To Holders of Ordinary Shares of Endesa, S.A.:

Enclosed for your information is an offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”), and the Share Form of Acceptance relating to the offer by Acciona, S.A., a Spanish corporation (“Acciona”), and Enel Energy Europe S.r.L., an Italian limited liability company, (“EEE” and, together with Acciona, the “Offerors”) to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”, and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish corporation (“Endesa”), at a price of €40.16 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. Offer to Purchase. The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

We (or our nominees) are the holder of record of ordinary shares held by us for your account. A tender of such ordinary shares can be made only by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the ordinary shares held by us for your account, upon the terms and subject to the conditions set forth in the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

ADSs cannot be tendered by means of the enclosed Share Form of Acceptance (which is exclusively for use in respect of ordinary shares). If you hold ADSs, you should use the ADS Letter of Transmittal for tendering such ADSs into the U.S. Offer by following the instructions set forth therein. Additional information can be obtained from Georgeson, the Information Agent for the U.S. Offer, toll-free, at (888) 605-7580.

Your attention is directed to the following:

1. The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on October 1, 2007, unless the U.S. Offer is extended or unless it lapses or is withdrawn.

4. The Offerors will not pay any fees or commissions to any broker or dealer or other person soliciting tenders of Endesa securities pursuant to the U.S. Offer or the Spanish Offer (other than to the depositary for the ADSs, Morgan Stanley & Co. Incorporated as Dealer Manager, The Bank of New York, as U.S. Tender Agent, Georgeson, as Information Agent, and Santander Investment S.A., as Spanish Tender Agent). All other fees and expenses which may be incurred as a result of the tender of Endesa securities by a holder thereof will be borne by the holder. Tendering holders will not be obligated to pay transfer taxes on the purchase of ordinary shares by the Offerors pursuant to the U.S. Offer. However, U.S. federal income tax backup withholding (at the applicable rate, currently 28%) may be required, unless the required taxpayer identification information is provided. See Instruction 5 to the Share Form of Acceptance.

5. To validly tender ordinary shares, the Share Form of Acceptance properly completed and duly executed and any other documents required by the Share Form of Acceptance must be received by the U.S. Tender Agent and ordinary shares must be delivered by book-entry transfer to the U.S. Tender Agent’s account at Santander Investment S.A., its Spanish custodian, prior to the expiration of the acceptance period under the U.S. Offer.

Under no circumstances will interest be paid by the Offerors on the purchase price of the Endesa securities, regardless of any extension of the U.S. Offer or any delay in making such payment.

If you wish to have us tender any or all of the ordinary shares held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the instruction form set forth below. If you authorize the tender of your ordinary shares, all such ordinary shares will be tendered unless otherwise specified. If you cannot complete the tender of your ordinary shares in the manner described above on a timely basis, you may nevertheless be able to tender your ordinary shares by following the procedures for guaranteed delivery. For more information, see Section 7 (“Procedures for Accepting the U.S. Offer and Tendering Ordinary Shares and ADSs”) of the U.S. Offer to Purchase.

Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the acceptance period under the U.S. Offer.

An envelope in which to return your instructions to us is enclosed.

INSTRUCTIONS WITH RESPECT TO THE U.S. OFFER TO PURCHASE FOR CASH
ALL OF THE ORDINARY SHARES AND ADSs
OF

ENDESA, S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED JULY 30, 2007
BY
ACCIONA, S.A.
AND
BY
ENEL ENERGY EUROPE S.r.L.,
A WHOLLY-OWNED SUBSIDIARY OF
ENEL S.p.A.

The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time,

on October 1, 2007, unless Acciona, S.A. and Enel Energy Europe S.r.L. extend the U.S. Offer

or unless it lapses or is withdrawn.

The undersigned acknowledge(s) receipt of your letter and the enclosed offer to purchase, dated July 30, 2007 (the “U.S. Offer to Purchase”), and the Share Form of Acceptance relating to the offer by Acciona, S.A., a Spanish corporation (“Acciona”), and Enel Energy Europe S.r.L., an Italian limited liability company (“EEE” and, together with Acciona, the “Offerors”) to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs”) of Endesa, S.A., a Spanish corporation (“Endesa”), upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. Offer to Purchase.

This will instruct you to tender the number of ordinary shares indicated below (or if no number is indicated below, all ordinary shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment).

The undersigned understands and acknowledges that all questions as to the form and validity (including time of receipt) and acceptance for payment of any tender of ordinary shares submitted on the undersigned’s behalf to the U.S. Tender Agent will be determined by the Offerors in their reasonable discretion, which determination shall be final and binding (subject to a party’s ability to seek judicial review of any determination).

Account Number: Number of Ordinary Shares to Be Tendered: ordinary shares*

Signature(s): Dated: , 2007

Please Type or Print Name(s)

Please Type or Print Address(es)

Area Code and Telephone Number

Taxpayer Identification or Social Security Number(s)


*		Unless otherwise indicated, you are deemed to have instructed us to tender all ordinary shares held by us for your account.

Please return this form to the brokerage firm or other nominee maintaining your account.

EX-99.A.1.I 10 u53191exv99waw1wi.htm EX-99.A.1.I: GUIDELINES FOR TAXPAYER CERTIFICATION EX-99.A.1.I

GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.


		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account⁽¹⁾
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor⁽²⁾
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee⁽¹⁾
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner⁽¹⁾
5.	Sole proprietorship or single-owner LLC	The owner⁽³⁾


		Give the EMPLOYER
		IDENTIFICATION number
For this type of account:		of —
6.	Sole proprietorship or single-member LLC	The owner⁽³⁾
7.	A valid trust, estate, or pension trust	The legal entity⁽⁴⁾
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity


⁽¹⁾		List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
⁽²⁾		Circle the minor’s name and furnish the minor’s social security number.
⁽³⁾		You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
⁽⁴⁾		List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:


1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
2.	The United States or any of its agencies or instrumentalities.
3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
5.	An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:


6.	A corporation.
7.	A foreign central bank of issue.
8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
9.	A futures commission merchant registered with the Commodity Futures Trading Commission.
10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.


If the payment is for...		THEN the payment is exempt for...

Interest and dividend payments		All exempt recipients except for 9
Broker transactions		Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

EX-99.A.5.V 11 u53191exv99waw5wv.htm EX-99.A.5.V: JOINT PRESS RELEASE DATED JULY 30, 2007 EX-99.A.5.V

Madrid — Rome, 30 July 2007 - ENEL S.p.A. and Acciona, S.A. announced that the acceptance period of their joint tender offer for the entire share capital of Endesa, S.A. commenced on July 30, 2007. The announced offer price is €40.16 per share in cash. The offer expires on October 1, 2007 inclusive.

On July 30, 2007, Acciona, S.A. and ENEL S.p.A., through its wholly owned subsidiary Enel Energy Europe S.r.L., filed a joint tender offer statement on Schedule TO regarding their tender offer for ordinary shares and ADSs of Endesa, S.A. with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read the U.S. tender offer statement (as updated and amended), because it contains important information. The Spanish tender offer statement and certain complementary information were authorized in Spain by the Comisión Nacional del Mercado de Valores. Investors and security holders may obtain a free copy of the U.S. tender offer statement and other documents filed by ENEL S.p.A. and Acciona, S.A. with the U.S. Securities and Exchange Commission on its web site at www.sec.gov, and may obtain a free copy of the Spanish tender offer statement from the Spanish Stock Exchanges and on the web site of the Comisión Nacional del Mercado de Valores at www.cnmv.es. The U.S. and Spanish tender offer statements may also be obtained for free from ENEL’s web site at www.enel.com and from Acciona’s web site at www.acciona.es . The U.S. and Spanish tender offer statements and other complementary documents may also be obtained for free at Acciona’s and ENEL’s registered offices and from Georgeson by directing a request to 17 State Street, 10th Floor, New York, NY 10004, United States of America. The availability of the tender offer to Endesa, S.A. shareholders who are not resident in and citizens of Spain or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

EX-99.A.5.W 12 u53191exv99waw5ww.htm EX-99.A.5.W: ENG TRANSLATION OF WWW.ENEL.COM EX-99.A.5.W

ENEL.COM — Endesa Offer Section

1) Disclaimer

Home» Endesa Offer

On July 30, 2007, ENEL S.p.A., through its wholly owned subsidiary Enel Energy Europe S.r.L., and Acciona, S.A. filed a joint tender offer statement on Schedule TO regarding their tender offer for ordinary shares and ADSs of Endesa, S.A. with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read the U.S. tender offer statement (as updated and amended), because it contains important information. The Spanish tender offer statement and certain complementary information were authorized in Spain by the Comisión Nacional del Mercado de Valores. Investors and security holders may obtain a free copy of the U.S. tender offer statement and other documents filed by ENEL, S.p.A. and Acciona, S.A. with the U.S. Securities and Exchange Commission on its web site at www.sec.gov, and may obtain a free copy of the Spanish tender offer statement from the Spanish Stock Exchanges and on the web site of the Comisión Nacional del Mercado de Valores at www.cnmv.es. The U.S. and Spanish tender offer statements may also be obtained for free from Enel’s web site at www.enel.com. The U.S. and Spanish tender offer statements and other complementary documents may also be obtained for free at Enel’s registered office and from Georgeson by directing a request to 17 State Street, 10th Floor, New York, NY 10004, United States of America. The availability of the tender offer to Endesa, S.A. shareholders who are not resident in and citizens of Spain or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

ENEL S.p.A., Enel Energy Europe S.r.L., and their affiliates and agents may purchase or arrange to purchase securities of Endesa, S.A. outside of any tender offer they may make for such securities, but only if permitted to do so by the laws and regulations of Spain (including receipt of approval by the Comisión Nacional del Mercado de Valores of any such purchase or arrangement to purchase, if required by such laws and regulations). In connection with any such purchase or arrangement to purchase, ENEL S.p.A. and Enel Energy Europe S.r.L. will disseminate information regarding any such purchase or arrangement to purchase by filing a current report (hecho relevante) with the Comisión Nacional del Mercado de Valores, an English translation of which will be filed with the U.S. Securities and Exchange Commission and ENEL S.p.A., Enel Energy Europe S.r.L., and their affiliates and agents will rely on, and comply with the other conditions of, the class exemptive relief from Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, granted by the U.S. Securities and Exchange Commission on March 2, 2007. In addition, ENEL S.p.A., Enel Energy Europe S.r.L., and their affiliates and agents may enter into agreements (including hedging transactions) with respect to securities of Endesa, S.A. if permitted to do so by the laws and regulations of Spain (including receipt of approval by the Comisión Nacional del Mercado de Valores of any such agreements, if required by such laws and regulations).

This notice may contain forward-looking statements. Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business of ENEL S.p.A., Acciona, S.A. or Endesa, S.A. resulting from and following the proposed transaction. These statements are based on the current expectations of the management of ENEL S.p.A. and Acciona, S.A., and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to satisfaction of the conditions to the proposed transaction, and changes in global, political, economic, business, competitive, market and regulatory forces. ENEL S.p.A. and Acciona, S.A. do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.

I accept

2) Intro

Enel and Acciona with Endesa, to give more value to energy

On April 11, 2007, ENEL S.p.A. and Acciona, S.A. announced a public takeover bid for Endesa for 100% of the outstanding shares of Endesa, S.A., namely 1,058,752,117 shares of € 1.20 nominal value each.

The Comisión Nacional del Mercado de Valores (“CNMV”) authorized the Spanish tender offer on July 25, 2007.

The tender offer documents for this offer and the additional documentation that accompanies it will be available to the shareholders of Endesa, S.A. from the day following publication of the first of the announcements of this offer at:

the registered offices of Acciona, S.A. at Parque Empresarial de la Moraleja, Avenida de Europa, 18, Alcobendas, Madrid, the registered office of ENEL S.p.A. at viale Regina Margherita, 137, Rome, and the registered offices of Endesa, S.A.at calle Ribera del Loira, 60, Madrid;

the registered offices of the governing companies of the Madrid (Plaza de la Lealtad, 1, Madrid), Barcelona (Paseo de Gracia, 19, Barcelona), Bilbao (calle José María Olávarri, 1, Bilbao) and Valencia (calle Libreros, 2 y 4, Valencia) Stock Exchanges;

the registered office of Enel Viesgo Servicios, S.L. at Plaza Pablo Ruiz Picasso s/n, Edificio Torre Picasso, planta 19, Madrid;

the registered office of Santander Investment, S.A. and Santander Investment Bolsa, S.V., S.A. at Avenida de Cantabria s/n, Ciudad Grupo Santander, 28660 Boadilla del Monte, Madrid;

the offices of Santander Investment S.A. Corredores de Bolsa at Bandera, 140, piso 14, Santiago de Chile;

the registered office of The Bank of New York at 101 Barclay Street, 22 West, New York, NY; and

the registered offices of the New York Stock Exchange at 11 Wall Street — New York, NY, the Santiago stock exchange at La Bolsa 64 — Santiago de Chile, the Bolsa Electrónica at Huérfanos 770 — Santiago de Chile and the Bolsa de Corredores de Valparaíso at Prat 798 - Valparaíso).

Similarly, and within the deadline stated above, the Spanish offer document and additional documentation may be consulted at the public registries of the CNMV at Paseo de la Castellana 15, Madrid, and Paseo de Gracia 19, Barcelona, and, only for the Spanish offer document and form of announcement, on the web page of the CNMV (www.cnmv.es), on the web page of Acciona, S.A. (www.acciona.es), on the web page of ENEL S.p.A. (www.enel.com), on the web page of Endesa, S.A. (www.endesa.es) and on the web page of the Chilean securities exchange commission (SVS”) (www.svs.cl).

In Chile during the aforesaid period, shareholders of Endesa, S.A. may obtain a copy of the offer documents and of the supplementary documentation through the SVS at Av. Libertador Bernardo O’Higgins 1449 — Santiago de Chile.

The acceptance period will take place from July 30 to October 1, 2007. The consideration offered to any accepting shareholder of Endesa, S.A. is 40.16 net euros per share of Endesa, S.A., payable fully in cash.

3) Tender Offer Documents

•

Folleto Informativo (pdf)

•

Announcement Spain (pdf)

•

Tender Offer Document Estados Unidos (pdf)

•

Announcement US (pdf)

•

Announcement Chile (pdf)

•

Others Documents (pdf)

•

Endesa Board of Director’s Report (pdf)

4) Informations and Relevant Facts

•

Press Release

•

Relevants Facts

•

Communications to SEC

5) Links

•

Acciona.es

•

Endesa.es

•

Enel.it

•

CNMV.es

•

CNE.es

•

SEC.gov

EX-99.A.5.X 13 u53191exv99waw5wx.htm EX-99.A.5.X: ENG TRANSLATION OF WWW.ACCIONA.ES EX-99.A.5.X

ACCIONA.ES — Endesa Offer Section


1)	Disclaimer

Home» Endesa Offer

On July 30, 2007, Acciona, S.A. and ENEL S.p.A., through its wholly owned subsidiary Enel Energy Europe S.r.L., filed a joint tender offer statement on Schedule TO regarding their tender offer for ordinary shares and ADSs of Endesa, S.A. with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read the U.S. tender offer statement (as updated and amended), because it contains important information. The Spanish tender offer statement and certain complementary information were authorized in Spain by the Comisión Nacional del Mercado de Valores. Investors and security holders may obtain a free copy of the U.S. tender offer statement and other documents filed by ENEL, S.p.A. and Acciona, S.A. with the U.S. Securities and Exchange Commission on its web site at www.sec.gov, and may obtain a free copy of the Spanish tender offer statement from the Spanish Stock Exchanges and on the web site of the Comisión Nacional del Mercado de Valores at www.cnmv.es. The U.S. and Spanish tender offer statements may also be obtained for free from Enel’s web site at www.enel.com and from Acciona’s web site at www.acciona.es . The U.S. and Spanish tender offer statements and other complementary documents may also be obtained for free at Acciona’s and Enel’s registered offices and from Georgeson by directing a request to 17 State Street, 10th Floor, New York, NY 10004, United States of America. The availability of the tender offer to Endesa, S.A. shareholders who are not resident in and citizens of Spain or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Acciona, S.A. and its affiliates and agents may purchase or arrange to purchase securities of Endesa, S.A. outside of any tender offer they may make for such securities, but only if permitted to do so by the laws and regulations of Spain (including receipt of approval by the Comisión Nacional del Mercado de Valores of any such purchase or arrangement to purchase, if required by such laws and regulations). In connection with any such purchase or arrangement to purchase, Acciona will disseminate information regarding any such purchase or arrangement to purchase by filing a current report (hecho relevante) with the Comisión Nacional del Mercado de Valores, an English translation of which will be filed with the U.S. Securities and Exchange Commission and Acciona, S.A. and its affiliates and agents will rely on, and comply with the other conditions of, the class exemptive relief from Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, granted by the U.S. Securities and Exchange Commission on March 2, 2007. In addition, Acciona, S.A. and its affiliates and agents may enter into agreements (including hedging transactions) with respect to securities of Endesa, S.A. if permitted to do so by the laws and regulations of Spain (including receipt of approval by the Comisión Nacional del Mercado de Valores of any such agreements, if required by such laws and regulations).

This notice may contain forward-looking statements. Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business of Acciona, S.A., ENEL S.p.A. or Endesa, S.A. resulting from and following the proposed transaction. These statements are based on the current expectations of the management of Acciona, S.A. and ENEL S.p.A. and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to satisfaction of the conditions to the proposed transaction, and changes in global, political, economic, business, competitive, market and regulatory forces. Neither Acciona, S.A. nor ENEL S.p.A. undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.

I accept


2)	Intro

Enel and Acciona with Endesa, to give more value to energy

On April 11, 2007, Acciona, S.A. and ENEL S.p.A. announced a public takeover bid for Endesa for 100% of the outstanding shares of Endesa, S.A., namely 1,058,752,117 shares of € 1,20 nominal value each.

The Comisión Nacional del Mercado de Valores (“CNMV”) authorized the Spanish tender offer on July 25, 2007.

a. the registered offices of Acciona, S.A. at Parque Empresarial de la Moraleja, Avenida de Europa, 18, Alcobendas, Madrid, the registered office of ENEL S.p.A. at viale Regina Margherita, 137, Rome, and the registered offices of Endesa, S.A. at calle Ribera del Loira, 60, Madrid;

b. the registered offices of the governing companies of the Madrid (Plaza de la Lealtad, 1, Madrid), Barcelona (Paseo de Gracia, 19, Barcelona), Bilbao (calle José María Olávarri, 1, Bilbao) and Valencia (calle Libreros, 2 y 4, Valencia) Stock Exchanges;

c. the registered office of Enel Viesgo Servicios, S.L. at Plaza Pablo Ruiz Picasso s/n, Edificio Torre Picasso, planta 19, Madrid;

d. the registered office of Santander Investment, S.A. and Santander Investment Bolsa, S.V., S.A. at Avenida de Cantabria s/n, Ciudad Grupo Santander, 28660 Boadilla del Monte, Madrid;

e. the offices of Santander Investment S.A. Corredores de Bolsa at Bandera, 140, piso 14, Santiago de Chile;

f. the registered office of The Bank of New York at 101 Barclay Street, 22 West, New York, NY; and

g. the registered offices of the New York Stock Exchange at 11 Wall Street — New York, NY, the Santiago stock exchange at La Bolsa 64 — Santiago de Chile, the Bolsa Electrónica at Huérfanos 770 — Santiago de Chile and the Bolsa de Corredores de Valparaíso at Prat 798 — Valparaíso).

Similarly, and within the deadline stated above, the Spanish offer document and additional documentation may be consulted at the public registries of the CNMV at Paseo de la Castellana 15, Madrid, and Paseo de Gracia 19, Barcelona, and, only for the Spanish offer document and form of announcement, on the web page of the CNMV (www.cnmv.es), on the web page of Acciona, S.A. (www.acciona.es), on the web page of ENEL S.p.A. (www.enel.com), on the web page of Endesa, S.A. (www.endesa.es) and on the web page of the Chilean securities exchange commission (“SVS”) (www.svs.cl).


3)	Tender Offer Documents


	•	Spanish Tender Offer Document (pdf)

	•	Announcement Spain (pdf)

	•	U.S. Tender Offer Document(pdf)

	•	Announcement US (pdf)

	•	Announcement Chile (pdf)

	•	Others Documents (pdf)

	•	Endesa Board of Director’s Report (pdf)


4)	Informations and Relevant Facts


	•	Press Releases

	•	Relevant Facts

	•	Communications to SEC


5)	Links


	•	Acciona.es

	•	Endesa.es

	•	Enel.it

	•	CNMV.es

	•	CNE.es

	•	SEC.gov

EX-99.A.5.Y 14 u53191exv99waw5wy.htm EX-99.A.5.Y:FORM OF SUMMARY ADVERTISEMENT EX-99.A.5.Y

This announcement is neither an offer to purchase nor a solicitation of an offer to sell any securities of Endesa, S.A. The U.S. Offer is made solely by the U.S. Offer to Purchase dated July 30, 2007 and the related ADS Letter of Transmittal and Share Form of Acceptance. The U.S. Offer is not being made, directly or indirectly, in or into any jurisdiction in which the submission of the U.S. Offer or acceptance thereof is illegal in such jurisdiction, and the U.S. Offer to Purchase may not be distributed to shareholders resident in such jurisdictions.

Notice of U.S. Offer to Purchase for Cash
All Outstanding Ordinary Shares and ADSs
of
Endesa, S.A.
for
€40.16 Per Ordinary Share and Per ADS
by
Acciona, S.A.
and
by
Enel Energy Europe S.r.L.
a wholly-owned subsidiary of
Enel S.p.A.
Pursuant to the U.S. Offer to Purchase Dated July 30, 2007

Acciona, S.A. (“Acciona”), a Spanish corporation, and Enel Energy Europe S.r.L. (“EEE” and, together with Acciona, the “Offerors”), an Italian limited liability company and wholly-owned subsidiary of ENEL S.p.A., are offering to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs,” and together with the ordinary shares, the “Endesa securities”) of Endesa, S.A. (“Endesa”), a Spanish corporation, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. Offer to Purchase dated July 30, 2007 (the “U.S. Offer to Purchase”). The U.S. Offer is open to holders of ordinary shares who are resident in the United States and to all holders of ADSs, wherever located. The Offerors are also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON OCTOBER 1, 2007, UNLESS ACCIONA, S.A. AND ENEL ENERGY EUROPE S.R.L. EXTEND THE U.S. OFFER OR UNLESS IT LAPSES OR IS WITHDRAWN.

On April 11, 2007, the Offerors had announced their intent to make an offer to acquire all the ordinary shares and ADSs for €41.30 in cash, without interest. The initial offer price of €41.30 was subsequently reduced to the current offer price of €40.16 by the amount of the dividend paid by Endesa of €1.14 per ordinary share on July 2, 2007, pursuant to the terms of the originally announced offer price. See Section 3 (“Consideration”) of the U.S. Offer to Purchase.

The U.S. Offer is subject to the following conditions: (i) receipt of valid tenders not withdrawn at the expiration of the Offers pursuant to the Offers of Endesa securities which together with the 487,116,120 ordinary shares already directly or indirectly held by the Offerors, represent more than 50% of the share capital of Endesa; (ii) certain modifications being made to articles of association of Endesa regarding limitations to the voting rights, and requirements and qualifications applicable to the

members of the board of directors; and (iii) the completion of the Spanish Offer. The foregoing conditions are for the exclusive benefit of the Offerors. The Offerors may waive any of the foregoing conditions in whole or in part without prejudice to any other rights which the Offerors may have as described in the U.S. Offer to Purchase.

At least five U.S. business days prior to the scheduled expiration date of the U.S. Offer, the Offerors will announce that they may reduce or waive the minimum tender condition following the expiration of the acceptance period of the U.S. Offer in accordance with Spanish law and practice. The Offerors will disseminate this announcement through a press release and by placing an advertisement in a newspaper of national circulation in the United States, which press release and advertisement will state the exact percentage to which the minimum tender condition may be reduced or waived and state that a reduction or waiver is possible and advise shareholders to withdraw their tenders immediately if their willingness to tender into the U.S. Offer would be affected by a reduction or waiver of the minimum tender condition. During the period of five U.S. business days after the Offerors make the announcement, the U.S. Offer will be open for acceptances and holders of ordinary shares and ADSs who have tendered their securities in the U.S. Offer may withdraw their Endesa securities pursuant to the procedure described below.

The Offerors may, in their sole discretion but subject to applicable law, extend the expiration date of the acceptance period of the U.S. Offer or vary or terminate the U.S. Offer. Any extension, delay, termination, waiver or amendment of the U.S. Offer will be followed promptly by public announcement thereof, and such announcement in the case of an extension will be made no later than the earlier of (i) 9:00 a.m., New York City time, on the next U.S. business day after the previously scheduled expiration date and (ii) the first opening of the New York Stock Exchange on the next trading day after the previously scheduled expiration date. Without limiting the manner in which the Offerors may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require that material changes be promptly disseminated to holders of ordinary shares and ADSs in a manner reasonably designed to inform such holders of the change), the Offerors currently intend to make announcements regarding the U.S. Offer by issuing a press release. The Offerors will file the announcements with the U.S. Securities and Exchange Commission via the EDGAR filing system on the dates that the respective announcements are made.

If the Offerors make a material change in the terms of the U.S. Offer, the Offerors will extend the U.S. Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the U.S. Offer must remain open following material changes in the terms of the U.S. Offer will depend upon the facts and circumstances, including the materiality, of the changes. With respect to a change in the consideration offered or, subject to certain limitations, a change in the percentage of securities sought or a change in any dealer’s soliciting fee, the U.S. Offer must remain open for ten U.S. business days from the date that notice of the change is first published or sent or given to security holders. In addition, because the U.S. Offer is conditioned upon the completion of the Spanish Offer, the Offerors intend to extend the U.S. Offer if there are any extensions in the Spanish Offer. Pursuant to Spanish law, the Spanish Offer may be extended by the Comisión Nacional del Mercado de Valores to allow Endesa’s shareholders to adopt the resolutions upon which the Offers are conditioned at Endesa’s general shareholders’ meeting.

The Offerors do not currently plan to provide a subsequent offering period following the expiration of the acceptance period of the U.S. Offer.

To accept the U.S. Offer, holders of ordinary shares who hold their ordinary shares through a custodian, such as a broker, bank or trust company, must (i) complete and sign the Share Form of Acceptance and send it to The Bank of New York, the U.S. Tender Agent for the U.S. Offer and (ii) instruct their custodian to transfer their ordinary shares to the U.S. Tender Agent’s account at Santander Investment S.A., its custodian in Spain, in each case before the expiration of the acceptance period. Holders of ADSs in certificate form must deliver their American depositary receipts representing their ADSs, together with a completed and signed ADS Letter of Transmittal, to the U.S. Tender Agent along with any other required documents. If the ADSs are held through a custodian, such as a broker, bank or trust company, the custodian can tender the ADSs through The Depository Trust Company. If it is not possible to complete the tender of the Endesa securities in the manner described above on a timely basis, holders may nevertheless be able to tender their Endesa securities by following the procedures for guaranteed delivery described in the U.S. Offer to Purchase.

Tendering holders of Endesa securities who are the registered owners of their ordinary shares or ADSs and who accept the U.S. Offer will not have to pay brokerage fees or similar commissions. However, tendering holders who own ordinary shares or ADSs through a broker or other nominee, and whose broker accepts the U.S. Offer on their behalf, should consult their broker or nominee to determine whether any charges will apply.

validly tendered and not withdrawn on or prior to 6:00 p.m., New York City time, on October 1, 2007, unless the Offerors extend the U.S. Offer or unless it lapses or is withdrawn. Pursuant to Rule 14d-1(d)(2)(iv) of the Exchange Act, the settlement procedure for the ordinary shares and ADSs tendered in the U.S. Offer will be consistent with Spanish practice, which differs from U.S. domestic tender offer procedures in certain material respects, particularly with regard to the date of payment. The consideration will not be delivered to the U.S. Tender Agent until after receipt of the notification by the Comisión Nacional del Mercado de Valores to the Offerors of the results of the Offers and after the Offerors determine whether to waive the minimum tender condition if that condition has not been met. This notification by the Comisión Nacional del Mercado de Valores will be made no later than eight Spanish business days after the expiration date of the Spanish Offer. Following the receipt of the consideration by the U.S. Tender Agent, the holders of Endesa securities who tendered their securities in the U.S. Offer will be paid promptly following the expiration of the acceptance period of the U.S. Offer, which is expected to be approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

The cash consideration paid in the U.S. Offer to tendering holders of ordinary shares and ADSs will, to the extent practicable, be converted into U.S. dollars on the day that it is received by the U.S. Tender Agent, at the then prevailing spot market rate applicable to similar transactions and will be distributed, net of any expenses incurred by the U.S. Tender Agent in converting the cash consideration into U.S. dollars, to tendering holders of ordinary shares and ADSs. The charges that the U.S. Tender Agent will incur in converting the consideration into U.S. dollars will be deducted from the consideration to be paid in the U.S. Offer. Thus, the exact amount of consideration will not be determined at the time of tender. Tendering holders of Endesa securities will be paid approximately two weeks following the expiration of the acceptance period of the U.S. Offer.

In the event that Endesa pays any dividend or other distribution before the date of acceptance for payment of Endesa securities tendered under the U.S. Offer, the consideration offered per ordinary share and per ADS shall be reduced by an amount equivalent to the gross dividend or other distribution distributed per ordinary share.

Except as otherwise provided below, tenders of ordinary shares and ADSs are irrevocable. Tenders of ordinary shares and ADSs into the U.S. Offer may be withdrawn in accordance with the procedures set forth below at any time before 6:00 p.m., New York City time, on October 1, 2007, unless the Offerors extend the U.S. Offer or unless it lapses or is withdrawn. If the acceptance period of the U.S. Offer is extended, tenders of ordinary shares and ADSs into the U.S. Offer may be withdrawn prior to the expiration of the extended acceptance period. For the purpose of the U.S. Offer, a withdrawal of ADSs is considered to be a withdrawal of the underlying ordinary shares. Withdrawal may be made in whole or in part. For a withdrawal of ordinary shares or ADSs to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the U.S. Tender Agent at one of its addresses set forth on the last page of the U.S. Offer to Purchase. Any notice of withdrawal must specify (i) the name of the person having tendered the Endesa securities to be withdrawn, (ii) the number of Endesa securities to be withdrawn and (iii) the name of the record holder of the Endesa securities to be withdrawn, if different from that of the person who tendered such Endesa securities.

For U.S. federal and Spanish income tax purposes, the receipt of cash in exchange for ordinary shares of ADSs pursuant to the U.S. Offer will be a taxable transaction. All holders of ordinary shares and ADSs are advised to consult a tax advisor regarding the particular consequences to them of the U.S. Offer.

A request will be made to Endesa for the use of its shareholder and security position listings for the purpose of disseminating the U.S. Offer to holders of Endesa securities. The U.S. Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal and the Notice of Guaranteed Delivery will be mailed or furnished to record holders of Endesa securities and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the shareholder and ADS holder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Endesa securities. All expenses incurred in connection therewith will be borne by the Offerors.

The information required to be disclosed by Rule 14d-6(d)(1) under the Exchange Act is contained in the U.S. Offer to Purchase and is incorporated herein by reference. The U.S. Offer to Purchase, the ADS Letter of Transmittal, the Share Form of Acceptance and the Notice of Guaranteed Delivery contain important information, which should be read carefully prior to making any decision regarding whether or not to tender ordinary shares and ADSs. Questions and requests for assistance may be directed to Georgeson, the Information Agent, at its telephone number or address set forth below. Additional copies of the

U.S. Offer to Purchase, the Share Form of Acceptance, the ADS Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may also be obtained free of charge from the Information Agent.

The Information Agent for the U.S. Offer is:

17 State Street, 10^th Floor
New York, NY 10004

HOLDERS OF ORDINARY SHARES AND ADSs CALL TOLL-FREE
(888) 605-7580

BANKS AND BROKERS CALL COLLECT
(212) 440-9800

July 30, 2007

EX-99.B.1 15 u53191exv99wbw1.htm EX-99.B.1: SYNDICATED CREDIT FACILITY EX-99.B.1

Madrid, April 11, 2007

SYNDICATED FINANCING AGREEMENT

Amounting EUR 1,800,000,000

BY AND BETWEEN

ACCIONA, S.A.

as Borrower

and


THE ROYAL BANK OF SCOTLAND, plc		BANCO SANTANDER CENTRAL HISPANO, S.A.
BANCO BILBAO VIZCAYA AGRENTARIA, S.A.		CALYON SUCURSAL EN ESPAÑA NATIXIS S.A, SUCURSAL EN ESPAÑA

as Arrangers and Lenders

and

THE ROYAL BANK OF SCOTLAND, plc

as Agent

DLA PIPER, Spain, S.L.

Paseo de la Castellana, 35, 28006 Madrid

T: + 34 91 319 12 12

F: + 34 91 319 19 40

www.dlapiper.com

INDEX


1.	DEFINITIONS AND INTERPRETATION	2
2.	AMOUNT AND DISTRIBUTION	7
3.	PURPOSE OF THE CREDIT FACILITY	7
4.	DRAWDOWN OF THE CREDIT FACILITY	8
5.	DRAWDOWN IN CASE OF ENFORCEMENT OF THE GUARANTEES	9
6.	CONDITIONS PRECEDENT TO OR SIMULTANEOUS WITH THE EXECUTION AND TO THE FIRST DRAWDOWN	10
7.	JOINT CHARACTER	10
8.	ACCRUAL AND INTEREST PERIODS	12
9.	INTEREST RATE	12
10.	LIQUIDATION AND PAYMENT OF INTERESTS	14
11.	DEFAULT INTEREST	14
12.	DURATION AND MATURITY	15
13.	ORDINARY REPAYMENT OF THE CREDIT FACILITY	15
14.	PREPAYMENT OF THE CREDIT FACILITY	15
15.	CHANGE OF CIRCUMSTANCES	16
16.	TAXES	18
17.	REPRESENTATIONS AND WARRANTIES	18
19.	EARLY TERMINATION	23
20.	INDEMNITY OF DAMAGES CAUSED TO THE LENDERS DUE TO THE DISRUPTION OF THE INTEREST PERIODS	25
21.	PAYMENTS	25
22.	FEES AND EXPENSES	27
23.	AGENT	28
24.	ASSIGNMENT	30
25.	ACCOUNTS	31
26.	ENFORCEMENT OF THE FINANCING AGREEMENT	31
27.	MISCELLANEOUS	32
28.	LAW AND JURISDICTION	36
29.	CONFIDENTIALITY	36
30.	PUBLIC DOCUMENT	36


	ANNEXES


	ANNEX I:			COPY OF THE PROSPECTUS
	ANNEX II:			TEMPLATE OF DRAWDOWN NOTICE
	ANNEX III:			CONDITIONS PRECEDENT TO OR SIMULTANEOUS WITH THE EXECUTION
	ANNEX IV:			TEMPLATE OF THE CERTIFICATION REGARDING THE FULFILMENT OF RATIOS

FINANCING AGREEMENT

Madrid, April 11, 2007

BETWEEN

On one part

ACCIONA, S.A. (hereinafter referred to as “ACCIONA” or the “Borrower”), a Spanish corporation with corporate domicile in Alcobendas (Madrid), Avenida de Europa, 18 and Tax Identification Number A-08001851. Acting on its behalf, duly empowered to do so, Mr. Valentín Francisco Montoya Moya, of legal age, with Spanish identification card number 50.539.787-R and Mr. Juan Gallardo Cruces, of legal age, with Spanish identification card number 691.950-H.

On the other part

THE ROYAL BANK OF SCOTLAND plc (hereinafter referred to as “RBS”), of Scottish nationality and corporate domicile in St. Andrew Square, 36, Edinburgh EH2 2YB, Scotland, incorporated on 31 October 1984 and recorded at the Mercantile Registry of Scotland under the number 90312. Acting on its behalf, duly empowered to do so, Mr. José María Arana Arbide, of legal age, with Spanish identification card number 15.940.550-D and Mr. Francisco Javier Sierra Sopranls, of legal age, with Spanish identification card number 42.090.488-P.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (“BBVA”), with corporate domicile in Bilbao, Plaza de San Nicolás, 4 and Tax Identification Number A48265169. Acting on its behalf, duly empowered to do so, Mr. José María de Miguel Jiménez, of legal age, with Spanish identification card number 7.241.035-Z and Mr. Alvaro Barez Hernández, of legal age, with Spanish identification card number 16.294.332-M.

BANCO SANTANDER CENTRAL HISPANO, S.A. (“SAN”), with corporate domicile in 39004 Santander, Paseo de Pereda, 9-12 and Tax Identification Number A-39000013. Acting on its behalf, duly empowered to do so, Mr. Marco Antonio Achón Tuñón, of legal age, with Spanish identification card number 07.238.782-S and Mr. Juan Porras Aguirre, of legal age, with Spanish identification card number 24.194.191-P.

CALYON SUCURSAL EN ESPAÑA, S.A. (“Calyon”), with corporate domicile in Madrid, Paseo de la Castellana, 1 and Tax Identification Number A-00-11043-G. Acting on its behalf, duly empowered to do so, Mr. Rolando Menor Aguilera, of legal age, with Spanish identification card number 50.820.688-A and Mr. Javier Alvarez Villar, of legal age, with Spanish identification card number 7.230.899-K.

NATIXIS SUCURSAL EN ESPAÑA, S.A. (formerly called “NATEXIS BANQUES POPULAIRES, SUCURSAL EN ESPAÑA” and hereinafter referred to as “Natixis”), with corporate domicile in Paseo de Recoletos, 7-9, Madrid, 1, and Tax Identification Number N-00130551. Acting on its behalf, duly empowered to do so, Mr. José Luis Sánchez García, of legal age, with Spanish identification card number 46.112.737-Z and Mr. Julián Mellán Pérez, of legal age, with Spanish identification card number 42.840.317-B.

WHEREAS

I. The Borrower intends to launch, together with ENEL ENERGY EUROPE S.r.l., a take-over bid addressed to all the shares of ENDESA, S.A. that are not directly or indirectly owned by the Borrower and/or ENEL Spa and/or by companies of their respective groups, at a price of forty one Euros and thirty cents of an Euro (EUR 41,30) per share.

The terms and conditions of the Offer are set forth in the corresponding prospectus and the annexes thereof that has been filed today with the Comisión Nacional del Mercado de Valores for its approval. A final version of the prospectus (excluding Annexes) filed with the Comisión Nacional del Mercado de Valores for its approval is attached hereto as Annex I.

II. On this date, and in the same act, RBS, BBVA, SAN, Calyon and Natixis, by virtue of a counterguarantee agreement executed by said entities, as issuing banks and counterguaranteeing entities, and the Borrower, as insured entity, raised to the status of public document by means of a public deed granted before the notary public before whom this agreement will be raised to the status of public document, have undertaken to issue five (5) guarantees for a maximum aggregate guaranteed amount of EUR 1,737,878,476.60, in order to secure the fulfilment of the obligations that may arise for the Borrower under the Offer, and that will be filed with the CNMV, together with the Prospectus, in accordance with article 11 or Royal Decree 1197/1991, of July 26, on Take-Over Bids (as amended by Royal Decree 432/2003, of April 11).

III. The granting of the Guarantees and the Counterguarantee (as both terms are defined in Clause 1 below) is performed under the terms and conditions for the financing of the Offer (as defined in Clause 1 below) that have been agreed upon by the parties. It is an essential condition thereof, as hereby acknowledged by the parties, that, in the event that the Offer becomes effective, the financing of the Offer will take place through the financing granted by means of this Agreement.

IV. For the case that the Offer finally succeeds, and for the purposes set forth in Clause 3 of this Agreement (among them, the financing of the settlement of the Offer), the Borrower has requested from the Lenders the granting of a commercial credit facility for a maximum amount of EUR 1,800,000,000 through this short-term “bridge” loan.

V. Based on the foregoing, as well as, with an essential character, on the accuracy of the representations and guarantees and the fulfilment of all the obligations (whether of payment, of doing, of not doing, of mere information or of any other character) that the Borrower is prepared to grant, assume or accept, the Lenders are willing to provide to the Borrower said financing, without prejudice of the assignments that said Lenders may perform.

VI. The Lenders are also interested in RBS acting as agent of the remaining Lenders participating in the financing, being RBS prepared to undertake the performance of the pertinent duties of an agent.

VII. As a consequence of the above, the parties enter into this agreement, and by virtue of the same, the Lenders grant to the Borrower a short-term syndicated bridge financing under the clauses set forth below.

FIRST SECTION

DEFINITIONS AND INTERPRETATION


1.	DEFINITIONS AND INTERPRETATION


*1.1*	*Definitions*

1.1.1 General Definitions. In addition to the definitions contained herein or in the Credit Credit Facility Agreement, the following terms, whether used in singular or in plural, shall have in the Agreement the meaning defined below.


Acquired Shares		The shares of ENDESA, S.A. effectively acquired by the Borrower by virtue of the Offer, in accordance with the outcome published by the CNMV.

Borrower		ACCIONA, S.A.

ACCIONA-ENEL Agreement		Shall mean the agreement entered into by and between ACCIONA, FINANZAS DOS and ENEL S.p.A. on 26 March 2007, which includes in its Clause 10.2 the Put Option.

Agent		RBS or any such other entity that may substitute RBS in accordance with Clause 23.

Guarantees		The guarantees granted by the Issuing Banks in accordance with the Counterguarantee Agreement.


Drawdown Notice		The drawdown notice in the form set forth in ANNEX II in order to carry out a Drawdown of the Credit Facility in accordance with Clause 4.2 below.

Issuing Banks		RBS, BBVA, SAN, Calyon and Natixis

ACCIONA Material Adverse Change		Any circumstance or fact that may affect of affects in a significant and negative manner, now or in the future, ACCIONA’s financial situation, its overall assets or its capacity to perform its obligations under the Finance Documents.

Fee Letters		The letters describing the amount and payment method of the fees set forth in Clause 22 of this Agreement.

CNMV		Comisión Nacional del Mercado de Valores.

Counterguarantee Agreement or Counterguarantee		The counterguarantee agreement described in recital II.

Credit Facility Agreement or Agreement		This credit facility agreement.

Finanzas Dos Financing Agreement		The financing agreement for an amount of EUR 5,678,261,513.32 executed by the company Finanzas Dos with a syndicate of credit institutions on 21 December 2006, raised to the status of public document on said date before notary public of Madrid, Mr. José Miguel García Lombardía.

Disruption or Funding Costs		An amount equivalent to the damages experienced by the Lenders that may directly result from the potential decrease of profitability suffered by the Lenders as a consequence of the cancellation, renewal or modification of the transactions executed for the financing this transaction or from the miss-match between assets and liabilities with respect to the profitability that would have been obtained (excluding the margin) if the date of authorisation would have coincided with the finalisation of an Interest Period or if the requested amount would have been drawn down on the date requested for such purpose.

Credit Facility		The credit facility for a maximum amount of EUR 1,800,000,000 granted to the Borrower by the Lenders under of this Agreement.

Agent Account		The following account

		Correspondent Bank: Royal Bank of Scotland

		Swift: RBOSGB2L

		IBAN: GB29RBOS16107010091313

		Swift: RBOSGB21GLO — Royal Bank of Scotland GLO, London GLO/Acciona

		or, if the case, such other account that, in the future, the Agent may previously communicate to the remaining parties to this Agreement.

Net Financial Debt		It shall comprise any liability incurred by the whole businesses included within the Acciona Group (as defined in Clause 12.2) that entail a financial cost, whether explicit or implicit (excluding financings with limited recourse, and the mortgage transactions linked to real estate developments) and the part of the stake in ENDESA, S.A. which value exceeds the value of 130% of the outstanding balance of


		the Finanzas Dos Financing Agreement, valued at December 31 of the preceding year.

Working Day		For the purpose of fixing interest rates, all the days of the week, excluding the days on which the Trans-European Automated Real Time Gross-Settlement Express Transfer System (TARGET) is closed or out of order.

		For all remaining purposes, all the days of the week, except: (i) Saturdays, Sundays and official holidays in the city of Madrid and (ii) the days on which the Trans-European Automated Real Time Gross-Settlement Express Transfer System (TARGET) is closed or out of order.

Drawdown		Shall mean each drawdown of funds made by the Borrower under the Credit Facility.

Drawdown by Enforcement		The Drawdown of the credit facility made by the Borrower in accordance with Clause 5.

Finance Documents		Collectively, the Credit Facility Agreement, the Counterguarantee Agreement, the Guarantees, the Fee Letters, the drawdown notices made under this Agreement, and the fee letters executed under the Counterguarantee Agreement and any other documents that in the future may amend or develop the provisions of the aforementioned agreements, as well as any other document that, with prior agreement.

EBITDA		Shall be the aggregate of:

		i) operating profit at a consolidated level;

		ii) plus dividends received from non-consolidating companies;

		iii) plus/minus the share in the profits/loses of companies consolidating proportionate, excluding companies that are transport concessionaries financed through non-recourse financing;

		iv) plus amortizations and provisions;

		v) minus Ebitda resulting from limited recourse financing;

Total EBITDA		Shall be the aggregate of:

		i) operating profit at a consolidated level;

		ii) plus dividends received from non-consolidating companies;

		iii) plus/minus the share in the profits/loses of companies consolidating proportionate, excluding companies that are transport concessionaries financed through non-recourse financing;

		iv) plus amortizations and provisions;

		v) plus dividends received due to the participation in ENDESA, S.A.

Reference Entities		The credit institutions referred to in Clause 9.2.2.(b), or those other institutions that may replace them in accordance with clause 9.2.2.(d).

Lenders		RBS, BBVA, SAN, Calyon and Natixis, as well those other credit institutions that from time to time may be lenders with respect to the


		Credit Facility or that may replace the aforementioned in accordance Clause 24.

Arrangers		RBS, BBVA, SAN, Calyon and Natixis

Closing Date		The date on which the positive outcome of the Offer is published by the CNMV.

Interest Payment Date		The date on which, in accordance with Clause 10 below, payments shall be made with respect to the interests accrued during each Interest Period for any Drawdown.

Final Maturity Date		The date that comes first of the following:

		i) the date falling nine (9) months after the Closing Date;

		ii) the date falling eighteen (18) months as of the date of execution of this Agreement; or

		iii) the date on which the disbursement of the first drawdown of funds made by the Borrower under the Long-Term Financing takes place (which, consequently, shall be applied by the Borrower first, up to its amount, towards the payment of the outstanding amounts under this Agreement).

Long-Term Financing		The long-term financing necessary to refinance the credit facility granted under this Agreement.

Prospectus		Shall mean the prospectus prepared with respect to the Offer that has been filed today with the CNMV and a copy of which (without Annexes) is attached hereto as Annex I.

Net Financial Expenses		Shall be the result of:

		i) consolidated financial costs;

		ii) minus dividends received from non-consolidating companies;

		iii) minus other financial income;

		iv) plus/minus the share in the profits/loses of companies consolidating proportionate, excluding companies that are transport concessionaries financed through non-recourse financing;

Maximum Amount of the Credit Facility		EUR 1,800,000,000

Insolvency Act		Act 22/2003, of July 9, on Insolvency.

Applicable Margin		(a) as of the date of this Agreement (inclusive) until the date which falls six (6) months as of the Closing Date or, if earlier, until the date which falls fifteen (15) months as of the date of the execution of this Agreement (the one or the other exclusive), the cero point thirty per cent. (0.30%).

		(b) as of the date which falls six (6) months as of the Closing Date or, if earlier, as of the date which falls fifteen (15) months as of the date of execution of this Agreement (the one or the other inclusive) until the Final Maturity Date, cero point three hundred and seventy five (0.375%)


Majority of the Lenders		The Lenders whose share in the principal drawn down from the Credit Facility represents at any time, at least, sixty six point sixty seven per cent. (66.67%) of the Maximum Amount of the Credit Facility. If the Credit Facility has not been drawn down, and for the purpose of determining said share, the share compromised by the Lenders in the Credit Facility set forth in Clause 2.2 below shall be taken into account.

Offer		Means the take-over bid for the acquisition of shares of ENDESA, S.A. described in recital I above.

Put Option		Means the put option granted by ENEL S.p.A to ACCIONA under of the ACCIONA-ENEL Agreement.

Availability Period of the Credit Facility		Shall be the period comprised between the Closing Date (inclusive) and the date which falls thirty (30) days as of the Closing Date (inclusive).

Interest Period		Any of each of the consecutive periods defined in Clause 8.2.

First Drawdown		The first drawdown of the Credit Facility performed by the Borrower with the aim of serving the purpose set forth in Clause 3.1.1 below.

First Syndication		The process of partial assignment, in one or various acts, of the share initially assumed by the Arrangers out of the Maximum Amount of the credit facility, performed in accordance with Clause 24 below during the three (3) months following the date of execution of this Agreement.

Early Termination Event		Shall be any of the events set forth in Clause 19.


*1.2*	*Interpretation Principles*

1.2.1 The annexes are a part of the agreement: Any reference made in this document or in its annexes to “this Agreement”, shall be understood as to be made to this document and to all its annexes, which are a part of this agreement.

1.2.2 Group: Unless the context otherwise requires, the terms “group”, “consolidated group” or “ACCIONA group” used with lower case, shall have the meaning referred to in Clause 42 of the Code of Commerce.

1.2.3 Person: The word person shall include natural persons and legal entities of any type, whether public or private. Unless expressly stated to the contrary, any reference to ACCIONA, to the Lenders, to the Agent or to any other person, shall include the advisors of said person and the permitted assignees. Particularly, any reference made to the Lenders shall include, insofar they maintain their share in the Credit Facility, the Lenders as of the date of this Agreement and any other entity that may acquire a share in the Agreement.

1.2.4 Headings and titles: The headings and titles of the clauses, sections, sub-sections and paragraphs of this agreement and its annexes are for convenience only, and they do not constitute themselves any agreement among the parties nor have an interpretative value by themselves.

1.2.5 Computing of time periods: Unless expressly stated the contrary in this agreement (i) the terms expressed in “days” shall refer to calendar days, starting on the calendar day immediately following the day of commencement of the calculation, inclusive, until the last calendar day of the term, inclusive, (ii) the terms expressed in “Working Days” shall refer to Working Days, starting as of the Working Day immediately following the calendar day of commencement of the calculation, inclusive, until the last Working Day of the term, inclusive, and (iii) the terms expressed in months shall be computed as of the day of commencement of the calculation, inclusive, until the same day of the last month of the term, unless in the last month such date does not exist, in which case such term shall finalise on the last calendar day of said month.

Unless expressly stated the contrary in this Agreement, if, in accordance with the principles set forth in the preceding paragraph, the last day of the term is not a Working Day, the relevant term shall be understood as automatically extended until the first following Working Day, unless such Working Day falls within the next month, in which case the term shall be shorten to the preceding Working Day; this rule shall also be applicable to the cases where, without establishing a term, this agreement sets forth concrete or certain dates for the fulfilment of specific obligations of the parties and such date is not a Working Day.

1.2.6 Computing of time: References to times in this agreement shall be understood to be made to the official time in the city of Madrid.

SECOND SECTION

THE CREDIT FACILITY


2.	AMOUNT AND DISTRIBUTION

2.1 In accordance with and subject to the terms and conditions set forth in this Agreement, the Lenders grant to the Borrower, who accepts, a commercial credit facility for a maximum amount of one thousand eight hundred million euro (EUR 1,800,000,000).

2.2 The share of the Lenders in the Credit Facility is, as of this date, the following:


	Amount of the
	Participation in the
Lenders	Credit Facility		%
	(In EUR)

RBS		360,000,000		20	%
BBVA		360,000,000		20	%
SAN		360,000,000		20	%
Calyon		360,000,000		20	%
Natixis		360,000,000		20	%
TOTAL		1,800,000,000		100	%


3.	PURPOSE OF THE CREDIT FACILITY

3.1 The Credit Facility is granted to the Borrower exclusively with the following purposes:

3.1.1 financing the settlement price of the Offer; and

3.1.2 financing the costs, fees and expenses incurred by the Borrower in relation with the preparation, negotiation and fulfilment of the Offer and the Finance Documents.

3.2 As a consequence of the above, the Borrower undertakes to apply the Maximum Amount of the Credit Facility towards the fulfilment of each corresponding purpose under this Clause, and further undertakes to justify before the Agent the use for said purposes of the Maximum Amount of the Credit Facility.

Without prejudice of the foregoing, if the case foreseen in Clause 5 materialises, the Maximum Amount of the Credit Facility shall be applied completely, as necessary, towards the reimbursement to the Issuing Banks of the amounts paid by them due to the enforcement of the Guarantees.

4. DRAWDOWN OF THE CREDIT FACILITY

4.1 Characteristics of the drawdown

Without prejudice of the provisions of Clause 5, the Borrower shall be entitled, without exceeding under any circumstance the Maximum Amount of the Credit Facility, to make one or more Drawdowns from the Credit Facility in accordance with the following provisions:

4.1.1 The Borrower shall be entitled to make the First Drawdown of the Credit Facility in order to fulfil the purpose described in Clause 3.1.1 above necessarily on the Closing Date, by means of the delivery of a Drawdown notice in accordance with Clause 4.2 below, provided that the remaining requirements set forth in this Agreement are complied with.

The date of disbursement of the First Drawdown shall be the second working day following the Closing Date.

4.1.2 Once the First Drawdown of the Credit Facility has been made, the Borrower shall be entitled to make one or more additional drawdowns from the Credit Facility (up to the Maximum Amount of the Credit Facility) in order to serve the purposes described in Clause 3.1.2 above. Such drawdowns shall be made on any working day during the Availability Period of the Credit Facility, by means of the delivery of a Drawdown Notice in accordance with Clause 4.2 below, provided that the remaining requirements set forth in this Agreement are complied with.

4.1.3 On the date of expiration of the Availability Period of the Credit Facility the Maximum Amount of the Credit Facility shall be fixed in the amount effectively drawn down by the Borrower, and, as a consequence, the commitments of the Lenders shall simultaneously be cancelled with respect to the available amounts that have not been drawn down from the Credit Facility.

4.1.4 If the authorisation of the Offer is rejected and such rejection becomes final, or if the Borrower withdraws the Offer in those cases permitted by the applicable law, and, in both cases, provided that the Guarantees have effectively and definitively been cancelled and returned to the Issuing Banks, the commitment of the Lenders with respect to the Credit Facility will be completely cancelled without prejudice of the obligation of the Borrower to pay the amounts that, should this be the case, could have been accrued prior to said cancellation in accordance with their terms.

4.2 Drawdown request

The requests made by the Borrower for the drawdown of the Credit Facility shall be irrevocable and shall be made: (i) in the case of the First Drawdown of the Credit Facility, before ten thirty (10:30) a.m. of the second working day prior to the date on which such Drawdown shall be made effective, and (ii) in the case of the remaining Drawdowns, before noon (12:00) of the forth working day prior to the date on which such Drawdown shall be made effective, taking into account that, in any case, such dates shall be working days. Such requests shall be made by means of a Drawdown Notice delivered to the Agent and signed by a person duly empowered in order to act on behalf of the Borrower.

The case set forth in Clause 5 is exempted from the above.

4.3 Notification of the Drawdown Notice

Save for the provisions of Clause 5, once the Agent receives the Drawdown Notice, and subject to complying with the requirements set forth in Clause 6 and in any other Clause of this Agreement that affects the disbursement of the Drawdowns, the Agent shall notify such event to the Lenders (i) in the case of the First Drawdown, no later than 12:00 p.m. of the date of receipt of the Drawdown Notice, and (ii) in the case of the other Drawdowns, no later that 12:00 p.m. of the working date immediately subsequent to the date of receipt of the corresponding Drawdown Notice. The Agent shall, in both cases, indicate the amount that corresponds to each Lender with respect to the relevant Drawdown, in accordance with their respective share in the Credit Facility, as well as the duration of the first Interest Period, in accordance with the provisions of this Agreement.

4.4 Delivery of funds

4.4.1 Each Lender shall make available to the Agent, before eleven (11:00) a.m. of the date on which the Drawdown has to be made effective, and with value on the same date, the funds that it shall deliver to the Borrower with respect to said Drawdown. The delivery shall be made by means of transfer of the relevant amount to the Agent Account. The Lenders shall notify the deposit to the Agent by means of telex, fax or any other mean that provides written evidence of the receipt of the notification. Each Lender shall confirm to the Agent by fax or telex the deposit of the funds no later than at the time referred to above.

4.4.2 In relation with the foregoing, the Borrower irrevocably instructs the Agent in order for it to apply, on the date on which the First Drawdown shall be made effective, the amounts deposited in the Agent Account as a result of said drawdown and in accordance with Clause 4.4.1, first (i) towards the settlement of the Offer by means of a transfer made on the working day prior to the settlement date to Santander Investment, as entity appointed to intervene and settle the transactions for the acquisition of the shares of the Offer, and the payment of the expenses relating thereto; or (ii) in the case foreseen in Clause 5, towards the reimbursement to the Issuing Banks of the amounts paid by them due to the enforcement of the Guarantees (the Borrower expressly acknowledges that the payment and the reimbursement referred to under (i) and (ii) above, shall have the legal effects of the delivery of the corresponding Drawdown).

4.4.3 In the case of the remaining Drawdowns of the Credit Facility, the Borrower irrevocably instructs the Agent in order for it apply the amounts deposited in the Agent Account as a result of said Drawdowns and in accordance with Clause 4.4., towards the payment of the fees, costs and expenses that correspond to their purposes (the Borrower expressly acknowledges that said payment shall have the legal effects of the delivery of the corresponding Drawdown).

5. DRAWDOWN IN CASE OF ENFORCEMENT OF THE GUARANTEES

5.1 Notwithstanding the preceding Clause, if the Guarantees that are to be granted by the Issuing Banks under the Counterguarantee are totally or partially enforced, the following rules shall apply:

5.1.1 If the First Drawdown of the Credit Facility has not been requested, it shall be understood that the Borrower has made a drawdown from the Credit Facility on the date of enforcement of the Guarantees and for an amount equal to the amount effectively enforced against the Guarantees.

5.1.2 If the First Drawdown of the Credit Facility has been requested but not yet disbursed by the Agent, such drawdown shall automatically be cancelled and replaced, on the date on which the enforcement occurs, by a Drawdown by Enforcement in the terms set forth in Clause 5.1.1 above.

5.1.3 If the First Drawdown of the Credit Facility has been requested and disbursed but not yet been applied towards the settlement of the Offer, the total amount shall be deposited, in accordance with the irrevocable instructions contained in Clause 4.4.2, in the account that the Issuing Banks may indicate for such purposes.

5.1.4 In the cases set forth in Clauses 5.1.1 and 5.1.2 above, it shall not be necessary for the complete effectiveness of the Drawdown by Enforcement that the conditions precedent set forth in Clause 6 are complied with; all the foregoing without prejudice of the obligation of the Borrower to fulfil such conditions immediately upon performance of the Drawdown by Enforcement and without prejudice of the right of the Lenders to request the fulfilment. Likewise, the Agent shall, in such cases, immediately communicate to the remaining Lenders the existence of a Drawdown by Enforcement. The Lenders shall be obliged to make available to the Agent, with value on the same date, the funds that they shall deliver by virtue of the Drawdown by Enforcement in accordance with Clause 4.4.

5.1.5 In any of the cases set forth in Clauses 5.1.1 through 5.1.3, both inclusive, the following amounts shall be paid to the Issuing Banks: the amount of the Drawdown by Enforcement and/or the First Drawdown, as the case may be, as well as the funds deposited in the Agent Account until the complete settlement of the amounts owed by the Borrower to the Lenders by reason of the Counterguarantees.

5.1.6 Nothing in this Clause shall affect the rights and obligations corresponding to the parties to the Counterguarantee.

5.1.7 The performance of a Drawdown by Enforcement shall not impair the right of the Lenders to request the termination in accordance Clause 19 in case that an Early Termination Event occurs.

5.1.8 For the purpose of interpreting this Agreement, it is agreed that the references in the following Clauses to the term “Drawdown” shall be understood as to be made, if the case, to the Drawdown by Enforcement set forth in this Clause 5. Likewise, the references to the date on which the Drawdown shall be made effective shall be referred, if the case, to the date on which, in accordance with this Clause 5, the Drawdown by Enforcement shall be understood as having been made.


6.	CONDITIONS PRECEDENT TO OR SIMULTANEOUS WITH THE EXECUTION AND THE FIRST DRAWDOWN

6.1 Conditions precedent to or simultaneous with the execution of this Agreement

Prior to or simultaneously with the execution of this Agreement the conditions contained in Annex III to this Agreement have been fulfilled, which constitutes for the Lenders an essential cause for the granting of this Credit Facility.

6.2 Conditions precedent to or simultaneous with the payment of the First Drawdown

Prior to or simultaneously with the First Drawdown from the Credit Facility all the following conditions shall have been fulfilled:

6.2.1 The Agent shall have received a letter signed by a duly authorised representative of the Borrower, by virtue of which the Borrower confirms: (i) the irrevocable character of the Offer and (ii) the absence of any relevant amendment of terms of the Offer contained in the Prospectus that could have been made without the previous consent of the Lenders.

6.2.2 The Borrower shall hold all permits, licenses and authorisations necessary to carry out the Offer and to execute the Finance Documents.

6.2.3 The Borrower shall have obtained the corresponding PE-1 forms, duly filed with the Bank of Spain, allotting the corresponding Finance Transaction Number (“Número de Operación Financiera” NOF) with respect to the Credit Facility, in accordance with Regulation 6/2000, of October 31, of the Bank of Spain.

6.3 Conditions precedent to or simultaneous with the payment of any Drawdown

Prior to or simultaneously with the payment of any Drawdown from the Credit Facility all the following conditions shall have been fulfilled:

6.3.1 The formal representations of the Borrower contained in Clause 17 below shall still be true and accurate in all respects.

6.3.2 No Early Termination Event shall have taken place.

7. JOINT CHARACTER

7.1 Joint position of the Lenders

The contractual position of each of the Lenders in the Credit Facility shall have joint character, their rights and obligations being thus entirely independent, unless expressly stated to the contrary in this Credit Facility Agreement.

7.2 Effect of the breach by any of the Lenders

None of the Lenders shall be liable for the breach by another Lender of the obligations under this Credit Facility Agreement. In any case, it is hereby clarified that, in case of breach by a Lender of its obligations hereunder, the Borrower shall not be released from complying with its obligations vis-à-vis the remaining Lenders.

7.3 Judicial and extra-judicial actions of the Lenders

The Lenders, acting individually, may only perform acts of extra-judicial nature for the preservation and defence of their own interests and rights, and the interests and rights of the remaining Lenders, subject to Clause 19.6.3. A Lender may judicially enforce only its own rights.

7.4 Agreements of the Majority of the Lenders

7.4.1 Agreements of the Majority of the Lenders: Unless otherwise expressly stated, the decisions of the Lenders relating to this Agreement shall be taken by agreement of the Majority of the Lenders, which will be binding upon the minority.

Particularly, and without prejudice of the provisions of Clauses 7.3 and 19.5, the Majority of the Lenders may agree, with binding character, the waiver of the exercise of rights granted to the Lenders under this Agreement (waivers), provided that the relevant case refers to a waiver or authorisation for the specific non compliance with a duty, limitation or obligation to which the Borrower is subject, and limited to a specific case requested by the Borrower.

Any waiver of rights or abilities, or authorisation granted to the Borrower for the non compliance with ongoing obligations, which are intended to be effective as of the date of its acceptance, shall be considered as an amendment of this Agreement, thus requiring the consent of all Lenders.

7.4.2 Prohibition of agreements on waivers of rights (waivers): The Majority of the Lenders may not agree the waiver of rights (waivers) granted to the Lenders which refer to the following subjects:

(a) Any amendment of the proportionality between the Lenders, even if such amendment refers to a specific case;

(b) Any amendment of the Availability Period of the Credit Facility, of the Final Maturity Date and/or of the Amount of the Financing;

(c) Any amendment of the interest rates (ordinary or default interests), the Applicable Margin, the calculation and/or liquidation system, as well as any other amendment in the procedure for the calculation and collection of fees;

(d) Any amendment of this Clause;

(e) Any modification entailing new or additional obligations for any Lender, unless the consent of the latter concurs;

(f) Any amendment of the rules for the assignment of the contractual position of the Borrower;

(g) Any amendment which affects the provisions of Clause 17;

(h) Any substantial amendment of the terms of the Offer not permitted in accordance with Clause 18.6.2 or of the Put Option, as well as any other waiver of the rights of the Borrower in relation thereto.

Any agreement on the above-described subjects, regardless from its content, shall be considered as an amendment of this Agreement and shall require the consent of all Lenders.

THIRD SECTION

ORDINARY INTERESTS

8. ACCRUAL AND INTEREST PERIODS

8.1 The amount of each Drawdown made by the Borrower that may be outstanding from time to time shall accrue interests in favour of the Lenders, on a day to day basis, as of the date on which such Drawdown is made, inclusive, up to such date on which the Drawdown is completely and definitively repaid; such interests will be calculated on the basis of a year of three hundred and sixty (360) days, taking into account the number of calendar days effectively lapsed.

8.2 In order to determine the interest rate applicable from time to time to a Drawdown, its duration shall be understood as to be divided into subsequent Interest Periods, the first of which shall commence on the date on which the relevant Drawdown is made, and the second and subsequent Interest Periods on the last day of the immediately preceding Interest Period. For the purpose of the accrual, calculation and liquidation of the interests, the first day of the relevant Interest Period shall be considered as a day that has already lapsed, whereas the last day of the same Interest Period shall be considered as not lapsed.

Unless otherwise stated in this Agreement, the duration of each Interest Period shall be of one (1), two (2), three (3) or six (6) months, subject to the election of the Borrower, taking into account that:

8.2.1 whenever a previous Drawdown is outstanding, the duration of the first Interest Period of a Drawdown shall be as needed in order for its finalisation to coincide with the finalisation of the Interest Period in force that corresponds to the pre-existing Drawdown, even if this entails that the duration of said Interest Period is fixed in months and/or weeks and/or days;

8.2.2 any Interest Period that would otherwise last beyond the Final Maturity Date, shall have the necessary duration in order for it to finalise on such date, even if as a consequence the duration of said Interest Period is fixed in months and/or weeks and/or days;

8.2.3 if the Borrower fails to elect the duration of the relevant Interest Period in accordance with the provisions of this Agreement, it shall be understood that the applicable Interest Period will be of three (3) months; and

8.2.4 for the computing of the Interest Period, if its last day is not a Working Day, its finalisation shall take place the first immediately subsequent Working Day, unless such Working Day falls within the next month, in which case the Interest Period shall finalise the immediately preceding Working Day. The liquidation of the interests of said Interests Period and the one of the following one shall take into account the potential adjustment performed, considering that the following Interest Period shall finalise on the same date that would have correspond if the mentioned circumstances would have not occurred.

9. INTEREST RATE

9.1 Calculation

The nominal annual interest rate applicable to the Interest Periods in which each Drawdown may be divided into shall be determined by the Agent by adding the Margin to the reference interest rate (or, if the case, the substitution rate) that is applicable in accordance with Clause 9.2.

9.2 Reference and substitution interest rates

9.2.1 Reference Interest Rate EURIBOR. The reference interest rate shall be the EURIBOR. EURIBOR shall be the reference rate of the monetary market of the Eurozone that, in accordance with the rules established for such purpose by the European Banking Federation, is published on the screen EURIBOR01 of REUTERS, or such other screen that may replace the latter, approximately at 11:00 hours of the second Working Day immediately preceding the day of commencement of the relevant Interest Period for deposits in Euros for a term equal to the one of said Interest Period. If such screen does not show a rate for the specified term, the reference interest rate shall be

calculated through the interlineal interpolation of the two rates corresponding to the closest shorter and longer terms (or, failing that, by means of applying the rate corresponding to the closest term). Fees, surpluses and expenses normally applicable in the interbanking market at the time of the calculation, as well as the corresponding taxes, will be added to such reference interest rate.

9.2.2 Substitution rate. If it is impossible to determine the reference interest rate in accordance with Clause 9.2.1, a substitution interest rate will be applied for that Interest Period, determined in accordance with the following:

(a) Amount of the substitution rate: the substitution rate shall be the average of the interbanking interest rates offered by the Reference Entities in the interbanking market of the Eurozone approximately at 11:00 hours of the second Working Day preceding the day of commencement of the Interest Period for deposits in Euros for a term equal to the one of the relevant Interest Period (or, failing that, for the closest term, applying the lower rate in case that the difference of both terms with respect to the term of the relevant Interest Period are equal). Fees, surpluses and expenses normally applicable in the interbanking market at the time of calculation, as well as the corresponding taxes will be added to such reference interest rate.

(b) Reference Entities: initially shall be


	•	DEUTSCHE BANK, Sucursal en España

	•	BARCLAYS BANK, Sucursal en España

	•	ING, Sucursal en España

Notwithstanding, it is hereby clarified that the Lenders may not, under any circumstance, be a Reference Entity.

(c) Mechanism for determining the substitution rate: The Agent shall request from the Reference Entities, during the morning of the second Working Day preceding the day of commencement of the corresponding Interest Period, the applicable interbanking interest rates with which the Agent shall calculate, such same date, the average indicated in (a) above. If any Reference Entity fails to indicate or is not able to indicate such interest rate, the average of the Reference Entities that offer a quotation shall be determined, provided that these Entities are at least two.

(d) Mechanism for replacing the Reference Entities: Any Reference Entity shall cease to be a Reference Entity whenever it ceases to make the communications required with respect to one or more Interest Periods or if the it merges, is absorbed by any of the Lenders or becomes a Lender by means of the acquisition of a participation in the Credit Facility subject to this Agreement. The replacement of said Reference Entities shall be made by means of a new appointment made by the Agent.

9.2.3 Back to the ordinary interest rate: The applicability of the substitution rate shall cease upon the disappearance of the circumstances that may have led to its application. The procedure for determining the reference interest rate shall be applicable again as of the Interest Period following the date of return of the normal circumstances.

9.3 Procedure for determining the interest rate

9.3.1 Calculation by the Agent and communication: The Agent shall calculate the applicable interest rate for each Interest Period and shall communicate its result in writing to the Borrower and to the Lenders within the second Working Day proceeding the day of commencement of the relevant Interest Period.

9.3.2 Binding character of the calculation, unless an evident error concurs: The interest rate determined by the Agent will be binding upon the Borrower, save for the case of an evident error, in which case it shall be cured as appropriate.

9.3.3 Implicit acceptance by the Borrower: The interest rate determined by the Agent shall be understood as to be accepted by the Borrower unless, prior to the lapsing of a three-month (3) term as of its communication by the Agent, the Borrower states in writing to the Agent the evident errors contained in the initial calculation.

9.4 Market disruption

9.4.1 Interbanking financing: The Borrower acknowledges and accepts that the Lenders normally finance the borrowed funds contracting in the interbanking monetary market the deposits or other transactions for terms equivalent to the Interest Periods and for the amount corresponding to their shares in the Credit Facility subject to this Agreement. In this regard, and subject to the following provisions of this Clause 9.4, the Lenders shall not be subject to any liability whatsoever, particularly as regards the compliance with their obligations of delivery of funds under this Agreement, if exceptional events or circumstances occur, which are not attributable to them and which, even being foreseeable, are unavoidable, and that make the obtaining of the interbanking financing necessary to comply with said obligations impossible or difficult beyond reasonable commercial terms.

9.4.2 Market disruption: If for exceptional circumstances any Lender is not able to make the necessary transactions to finance the borrowed funds in the corresponding conditions of term and amount, it shall forthwith communicate such event to the Agent. The Agent will determine in that moment if the generated situation affects the Majority of the Lenders and, if this is the case, it will communicate such event to the Borrower.

9.4.3 Adjustment of the Interest Periods and the interest rate: The applicable Interest Period shall be the one in force until the occurrence of the market disruption.

9.4.4 Renegotiation of the Credit Facility: If the concurring conditions would make it commercially impossible, by virtue of the circumstances referred to in Clause 9.4.2 above, to agree the aforementioned transactions, the Borrower and the Lenders shall negotiate in good faith the measures to adopt in order to adjust the financing subject to this Agreement to the new circumstances. If the parties do not reach an agreement within the term of thirty (30) days as of the determination of the Agent, this Agreement shall be terminated upon the expiration of this term. Said term shall not entail the suspension any obligation of the Borrower under this Agreement.

10. LIQUIDATION AND INTEREST PAYMENTS

The interests accrued during each Interest Period shall be settled and paid on the date of finalisation of the Interest Period. The interests shall be paid by the Borrower to the Agent on the basis of the calculation prepared by the latter for its distribution among the Lenders in the proportion corresponding to each of them in the relevant interest payment, taking to account their shares in the Maximum Amount of the Credit Facility that is still outstanding, without prior notification or request being necessary.

FOURTH SECTION

DEFAULT INTERESTS AND CAPITALISATION

11. DEFAULT INTEREST

The failure to pay any amounts outstanding under the Credit Facility shall accrue default interests without any request or demand being necessary, in the terms of this Clause. This does not prejudice the right of the Lenders to declare the early termination of this Agreement, in accordance with Clause 19.

11.1 Accrual of default interests on the unpaid principal

11.1.1 Daily accrual of interests: The matured and unpaid principal of the Credit Facility shall accrue default interests every day, as of the date of maturity, inclusive, and on the basis of a one (1) year of three hundred and sixty (360) days.

11.1.2 Default interest rate: The default interest rate shall be determined by the Agent, who shall use the as reference rate the EONIA, to which the Applicable Margin shall be added. The outcome shall be increased in a ONE POINT FIFTY PER CENT (1.50%).

11.2 Capitalisation of ordinary interests

In accordance with article 317 of the Code of Commerce, the interests as well as any other amounts (such as fees, taxes of refundable expenses) that are unpaid by the Borrower shall be capitalised as of the day following its maturity and, as increase of the capital of the Credit Facility, shall accrue the default interests fixed in Clause 11.1.

11.3 Liquidation and payment or capitalisation of default interests

The default interests indicated in Clauses 11.1 and 11.2 shall be calculated and paid by the Borrower monthly as of the date on which the default was initiated, unless the non compliance has been remedied prior to the end of the monthly period, in which case the final calculation shall refer to the lapsed calendar days. The determined and unpaid default interests shall be capitalised as increase of the capital and shall accrue new interests at the same default interest rate.

11.4 Default interests in proceedings

The default interest referred to in Clauses 11.1 and 11.3 shall be the interest applicable to default in proceedings (mora procesal) for the purpose of the provisions of article 576.3 of the Civil Proceedings Act (or such other act that may substitute said act in the future).

FIFTH SECTION

DURATION, MATURITY AND REPAYMENT

12. DURATION AND MATURITY

This Agreement shall be in force until the Final Maturity Date. On such Final Maturity Date the Borrower shall have paid all amounts that are owed for whatever reason under this Agreement.

13. ORDINARY REPAYMENT OF THE CREDIT FACILITY

The Maximum Amount of the Credit Facility effectively drawn down shall be repaid by the Borrower in one single payment at the Final Maturity Date.

14. PREPAYMENT OF THE CREDIT FACILITY

14.1 Voluntary prepayment

Notwithstanding the provisions of Clause 15 above, the Borrower may repay, totally or partially, the outstanding Maximum Amount of the Credit Facility, provided that all the following conditions are met:

14.1.1 Minimum amount and multiples of the prepayments: Save for the cases of a whole prepayment of the Credit Facility, voluntary prepayments shall only be possible for a minimum amount of twenty five million euros (EUR 25,000,000) or, if grater, in entire multiples of five million euros (EUR 5,000,000).

14.1.2 Notice of each prepayment: The Borrower shall have notified in writing the Agent of its intention at least five (5) Working Days prior to the date on which the prepayment shall be made, indicating the amount and date of prepayment, which shall coincide with an Interest Payment Date, it being otherwise subject to the obligation to indemnify in accordance with the provisions of Clause 20.

14.1.3 Irrevocability of the prepayment notice: Once the prepayment notice has been received by the Agent, the decision of the Borrower shall be deemed irrevocable and its breach, whether referred to the date or to the amount, shall be considered as a breach of this Agreement.

14.1.4 Communication of the notice to the Lenders: The Agent shall communicate to the Lenders the prepayment notice no later than the second Working Day following its receipt.

14.1.5 Prepayment on a non Working Day: If any of the prepayment dates is not a Working Day, it shall be deemed that the prepayment shall me made on the immediately subsequent Working Day, unless such

Working Day falls within the next month, in which case the payment shall be made on the preceding Working Day.

14.2 Compulsory prepayment

Upon the occurrence of any of the following circumstances, the Borrower shall be obliged to prepay the outstanding Maximum Amount of the Credit Facility, in the amounts and on the dates indicated below:

14.2.1 If any direct or indirect transfer of the Acquired Shares takes place that is permitted under this Agreement, the Borrower shall apply the net proceeds of such transfer towards the prepayment of the Credit Facility.

14.2.2 If the Borrower exercises the Put Option or obtains financing from third parties with recourse thereto, it shall apply the net amount received as a consequence of the exercise of the Put Option, or of the mentioned financing, towards the prepayment of the Credit Facility.

14.2.3. In the case set forth in Clause 18.3.5, the amount foreseen therein.

Any prepayment made by the Borrower in accordance with this Clause 14.2 shall be effective on the Interest Payment Date immediately subsequent to the date on which the Borrower has received the relevant payment (or, in the case set forth in Clause 18.3.5, if the Borrower so decides, upon the lapsing of the one (1) year term provided for therein for reinvestment), unless the Borrower wishes to perform an immediate prepayment, in which case it shall pay the costs of the disruption of the terms in accordance with Clause 20.

14.3 Allocation of prepaid amounts

The amounts prepaid in accordance with Clauses 14.1 and 14.2 above shall be allocated following the order set forth in Clause 21.3.

14.4 No reutilisation of the prepaid amounts

The amounts prepaid in accordance with Clauses 14.1 and 14.2 above may not be drawn down again by the Borrower.

14.5 No fees for prepayments

The prepayments of the Credit Facility that comply with the requirements set forth in Clause 14 shall not accrue fees in favour of the Lenders.

SIXTH SECTION

NEW CIRCUMSTANCES

15. CHANGE OF CIRCUMSTANCES

15.1 General statement

The Borrower acknowledges and accepts that the interest rate subject to this Agreement has been agreed on the basis that the Lenders do not assume certain risks relating to the change of circumstances and that if such changes of circumstances occur and are capable of reducing the profitability of this transaction for the Lenders, the Borrower shall bear its impact.

15.2 Increase of costs or reduction of income

15.2.1 Repercussion: If any legal provision or regulation, whether from the State or not, or its appliance by competent authorities, imposes obligations or restrictions of any nature on the Lenders that, due to their participation in this transaction, entail for the Lenders a reduction of the income deriving from the transaction, or of the expected profitability, or purport an increase of the costs of the funds gathered in the monetary interbanking

market to which the Lenders may go for the financing of this Agreement, or a reduction of the equity or other means, or limitations are imposed, whether on the interest rate or on the fees, or of any other nature, that may entail a reduction of the income to which the Lenders may be entitled under this Agreement, the Borrower shall be obliged to compensate the affected Lenders.

15.2.2 Examples of increase of costs and reduction of income: Without limitation, the provisions of Clause 15.2.1 shall apply, in the following cases:

(a) Ratios and precautionary measures: The set-up of coefficients, deposits, provisions, reserves or any precautionary measure.

(b) Limitations on interests and fees: Any limitation or reduction of the amount of interests and fees.

(c) Taxes: Any tax (except, without prejudice of Clause 16.1, those taxes that are considered a direct taxation) or exchange control measure o similar that charges or makes more expensive any of the assets, flows or transactions relating to the Credit Facility subject of this Agreement.

15.2.3 Calculation of the repercussion: The compensation of the Borrower in accordance with the preceding paragraphs shall be fixed in the amount communicated by the Agent on the basis of the reasoned justification provided by the affected Lender/s.

15.3 Sudden legal infringements

15.3.1 General statement: If any amendment or novelty in the legislation results in rendering any or all obligations of any of the Lenders under this Agreement contrary to said legislation, the Lender in question shall communicate such circumstance to the Agent, who, in its turn, shall communicate it to the Borrower, and such Lender shall automatically be released from the mentioned obligations without incurring in any liability vis-à-vis the Borrower.

15.3.2 Adjustment of the financing in case of sudden legal infringements: If none of the essential elements of the Credit Facility Agreement are affected by the amendment or novelty of the legislation, the Borrower and the affected Lender shall negotiate in good faith with the aim of mitigating the consequences of the sudden legal infringement.

15.3.3 Prepayment due to sudden legal infringements: If the amendment or novelty of the legislation affects any of the essential elements of the Credit Facility Agreement, or if the Borrower and the affected Lender do not reach an agreement as to how to adjust the same in accordance with the preceding paragraph within fifteen (15) days as of the communication of the relevant circumstance, the affected Lender shall be entitled to terminate this Agreement as far as it is concerned. The Borrower shall in such event be obliged to repay to the Lender in question, within fifteen (15) days as of the receipt of the communication of early termination (or such other shorter term that might be imposed by the relevant amendment or novelty), the outstanding principal with the interests accrued until the date of payment and any other moneys to be paid by the Borrower in accordance with this Agreement. It is hereby clarified that the amounts repaid in accordance with this paragraph may not be drawn down again by the Borrower.

15.4 Mitigation of the consequences of the change of circumstances

The Lender that is affected by any of the circumstances indicated in Clause 15.2 and 15.3 shall make the best commercially reasonable efforts in order to mitigate the consequences thereof.

15.5 Foreseeable changes of circumstances

The provisions set forth in Clauses 15.1 and 15.4 will apply even if the concurrence of the circumstance in question was foreseeable.

15.6 Favourable change of circumstances

If the circumstances described under Clause 15.2 trigger an inverse and direct net consequence implying an increase of the profitability for the Lenders, the real and confirmed advantage experienced by the Lenders shall be granted to the Borrower.

16. TAXES

16.1 Gross-up

Any amount that the Borrower has to pay under this Agreement, whether as principal, interests, fees, costs, expenses or any other, shall be free of any deduction or withholding by reason of any present or future taxes, levies, duties or exchange controls. The Borrower shall thus pay to the Lenders any additional amounts that might be necessary in order for the Lenders to receive the complete amounts that they would have received if such taxes, levies, duties or controls would have not existed.

16.2 Repercussion and transfer of tax withholdings

If, after an additional payment made by the Borrower under Clause 16.1, the Lenders effectively and definitively recover all or part of the withheld or deducted amount that has triggered the additional payment, the net amount recovered shall be delivered to the Borrower. The foregoing shall not grant any right to access the books or records of the Lenders.

SEVENTH SECTION

REPRESENTATIONS AND WARRANTIES, OTHER OBLIGATIONS OF THE

BORROWER AND EARLY TERMINATION

17. REPRESENTATIONS AND WARRANTIES

17.1 Representations and Warranties

The Borrower represents and warrants to the Lenders the following. The representations and warranties are an essential condition for the granting of the Credit Facility subject of this Agreement by the Lenders.

17.1.1 Legal status: The Borrower is a corporation, validly existing under the laws of Spain, with capacity to act and comply with all its rights and obligations under this Agreement und the remaining Finance Documents; and it is allowed under its corporate purpose to execute this legal act.

17.1.2 Authorisation: The Borrower has adopted all resolutions and has obtained all authorisations, whether administrative, corporate or of any other kind that are necessary for the execution and fulfilment of this Agreement and the remaining Finance Documents, in a manner that the obligations assumed under the Agreement and the Finance Documents are valid, binding and enforceable.

17.1.3 Absence of infringements: Neither the execution of this Agreement or of the remaining Finance Documents nor the compliance with any of the agreements therein contained violate or will violate, nor constitute or will constitute a non compliance, nor result or will result in exceeding or infringing any limitation, obligation or prohibition of the Borrower or of the faculties of its representatives that are imposed or contained in (i) any law, regulation or administrative resolution or judicial decision by virtue of which the Borrower or any of its assets is bound or affected, (ii) any document or regulation that contains or establishes the rules of incorporation of the Borrower, or (iii) any agreement or other instrument to which the Borrower is a party or from which any encumbrance may results.

17.1.4 Litigation: No litigation before any judicial body, arbitration, procedure or administrative claim has been initiated or is pending, nor, to the best knowledge of the Borrower, has been announced against the Borrower or any of its assets, which by itself or together with any other proceeding or claim would have a substantial adverse effect over its functions, assets or situation, or could substantially and negatively affect its capacity of observing and complying with its obligations under this Agreement and the remaining Finance Documents.

17.1.5 Absence of situations involving insolvency: The Borrower is not subject to any insolvency procedure or reorganisation of the like, whether judicial or private, deriving, in any case, from an insolvency situation, nor does he have the intention to request to be declared insolvent.

17.1.6 Disclosure: The Borrower has disclosed to the Lenders, totally and in writing, all the facts that they know or should reasonably know in order to grant this Credit Facility and that should reasonably be communicated to the Lenders (or to any of them) within the context of the Finance Documents.

17.1.7 Compliance with the legislation: The Borrower has complied with its tax, labour, social security and environmental obligations and complies with all civil, mercantile, administrative, environmental, tax, labour and other legislation.

17.1.8 Absence of early termination events: As of this date, there is no Early Termination Event, nor any circumstance that, with a prior notice and/or the lapsing of time, would constitute an Early Termination Event.

17.1.9 Binding obligations: All obligations assumed by the Borrower under the Finance Documents, or in fulfilment, enforcement, or development thereof, or of any other document or related agreement, are valid, binding and capable of being fulfilled according to the terms under which that they have been (or will be) agreed.

17.1.10 Absence of a Material Adverse Change: There has been no Material Adverse Change of ACCIONA.

17.1.11 Complete information of the Prospectus: The Prospectus contains all essential terms and conditions of the Offer.

17.1.12 Financial Statements: The last audited annual financial statements of the Borrower have been prepared in accordance with the accounting principles generally accepted in Spain and are not subject to an opinion that has been qualified, is not favourable or has been denied by the auditors.

17.1.13 Authorisations: All authorisations, approvals, licences and consents that are required under the legislation in force as of the date of this Agreement in order for the Borrower to carry out its activities, are maintained by the latter in full force and effect.

17.1.14 Pari passu: In accordance with the legislation in force in Spain as of the date of this Agreement, the claims of the Lenders against the Borrower under any of the Finance Documents will rank at least pari passu with respect to the claims filed by its remaining unsecured creditors, with the exception of the claims that rank senior exclusively due to the generally applicable insolvency legislation.

17.1.15 Development of activities: The Borrower carries out the activities of its corporate purpose in accordance with the business line existing on the date of this Agreement and subject to the provisions of the Finance Documents.

17.2 Repetition of the Representations and Warranties

The representation and warranties laid down in Clause 17.1 above shall be understood as to be repeated, mutatis mutandis, on the dates of each Drawdown of the Credit Facility and also on the Interest Payment Dates, and referred to such moments.

18. OBLIGATIONS

18.1 Information obligations

The Borrower acknowledges and accepts that this Credit Facility and maintaining it in force require that the Lenders are perfectly informed about the situation and performance of the Borrower and the ACCIONA Group.

18.1.1 Delivery of financial information: The Borrower undertakes o deliver to the Agent the individual and consolidated annual accounts and the management report corresponding to each fiscal year of the Borrower, duly drafted and approved by the General Shareholders Meeting, and certified by the Borrower’s auditor, within the term of six (6) months as of the closing of each fiscal year.

18.1.2 Information on relevant facts and circumstances: The Borrower undertakes to inform the Agent, in writing and with reasonable detail, about the following facts or circumstances, as soon as they occur:

(a) Breach of the representations and warranties: Breach of the representations and warranties set forth in Clause 17.

(b) Early Termination Events: Any event that may entail an Early Termination Event of this Agreement.

(c) Relevant facts: Any fact that is relevant for the businesses or the expectations of the Borrower or that may lead to a Material Adverse Change of the Borrower.

18.1.3 Delivery of the information in as many copies as there are Lenders: Any document that the Borrower has to deliver to the Agent under this Clause 18.1 shall be in as many specimens as there are Lenders. This obligation is exempted when the original documents are digitalised and sent via electronic mail.

18.1.4 Annual certification of ratios: The Borrower undertakes to deliver to the Agent a certification of ratios issued by the auditor of the Borrower in accordance with the template attached hereto as Annex IV, in which the following ratios shall be certified, measured with respect to the preceding fiscal year on a consolidated basis, in accordance with Clause 18.7:

(a) Net Financial Debt/EBITDA

(b) Total EBITDA/Net Financial Expenses

18.1.5 Requests of information: The Borrower shall answer all reasonable requests of information made by the Agent and the Lenders with respect to the fulfilment of its obligations under this Agreement, as well as those that might be necessary in order for the Lenders to be able to comply with their internal requirements on “know your customer”.

18.2 Obligations on accountancy, annual accounts and audit

The Borrower undertakes the obligations on accountancy and audit described in this Clause.

18.2.1 Continuity of the fiscal year: The Borrower shall not modify the dates of commencement and closing of its fiscal year contained in its articles of association, without the previous and express authorisation of the Majority of the Lenders.

18.2.2 Keeping of accountancy and no change of the accountancy principles: The Borrower shall keep its accountancy in accordance with the accountancy principles generally accepted in Spain, without modifying the accountancy principles or criteria that it has been applying, unless required by a legal obligation.

18.2.3 Drafting and approval of annual accounts: The Borrower shall draft the annual accounts and request the corresponding approval from the General Shareholders’ Meeting in accordance with the applicable legislation.

18.2.4 Audit by a firm with international reputation: The Borrower shall cause that its individual and consolidated annual accounts are verified by an accounting firm of recognised international standing.

18.2.5 Audit report, access to the auditors in case of delay: The audit report of the annual accounts of the Borrower shall be delivered in original to the Agent within the term indicated in Clause 18.1. Failing that, the Agent will be entitled to consult with the Borrower’s auditor about the reasons of the delay and the expectations as to the final content of the audit report.

18.2.6 Permanence of the duties of the auditors for the purpose of this Agreement: The Borrower guarantees that its auditors know and accept the instructions to them and duties for them under this Agreement, and it undertakes the obligation that this will continue regardless of who is in charge of auditing the annual accounts.

18.3 Obligations relating to the business activity

The Borrower undertakes to submit its business activity to the obligations and limitations that are described in this Clause.

18.3.1 Limitation of the business activity: The Borrower undertakes to limit its business activity to those activities that constitute its corporate purpose as of the date of this Agreement.

18.3.2 Compliance with the applicable legislation: The Borrower undertakes to comply with the legislation applicable in each case, whether civil, mercantile, administrative, tax, labour, environmental, or of any other kind, as well as to be in compliance with all obligations that are applicable in such areas.

18.3.3 Due and diligent management and contracting on arms length basis: The Borrower undertakes to manage its businesses with the diligence of a prudent business man and to enter into agreements on arms length basis.

18.3.4 Insurance: (i) maintain in full force and effect, with insurance companies of recognised standing, those insurances over its assets that are usual for companies within the same business branch in which the Borrower acts; (ii) pay or cause that all the premiums, sums and any other amounts that are due with respect to the insurances are duly paid; (iii) comply at any moment with the terms and conditions of the insurance certificates; (iv) refrain from doing or failing from doing whatever act that could lead to the unenforceability, suspension or annulment of the insurances.

18.3.5 Disposal of asses on arms length basis: The Borrower undertakes to dispose of its fixed assets (material or immaterial) only on arms length basis and to apply the amounts obtained for each disposal exceeding hundred million euros (EUR 100,000,000) towards (i) the reinvestment in other similar productive assets or that fulfil the same economic function, within the term of one year as of the date of sale of the sold assets, or (ii) the compulsory prepayment of the Credit Facility, to which the rules set forth in Clause 6.2 shall apply.

In case of partial reinvestment, the Borrower undertakes to apply the amount not reinvested towards the compulsory prepayment of the Credit Facility, in the terms set forth in the preceding paragraph.

This Clause shall not be applicable to the disposal of assets that is not permitted in accordance with this Agreement.

Likewise, the Borrower shall not make transactions for the disposal of its assets in a manner that, individually or in aggregate, entail the transfer of its complete current business or prevents continuing with its current business.

18.4 Corporate obligations

18.4.1 Corporate modifications: The Borrower undertakes to avoid that its General Shareholders’ Meeting decides on any of the following issues:

(a) any merger, transformation, spin-off, contribution of business or exchange of securities (except transactions performed with other companies in which the Borrower holds a majority stake or with shareholders that hold a majority stake in the Borrower), winding-up or liquidation, or any analogous corporate restructuring transaction of the Borrower;

(b) any share capital reduction (unless required by applicable law); or

The undertakings assumed by the Borrower under this Clause 18.4.1 are negative obligations to reach a certain result (“obligaciones negativas de resultado”). The production of any of said results shall be deemed as an Early Termination Event of this Agreement, without prejudice of the fact that the legal competence in order to decide on said items corresponds to the administration body of the Borrower.

18.4.2 Distribution of dividends: The Borrower undertakes the obligation to adopt the necessary corporate resolutions in order to cause the subsidiaries included within the ACCIONA Group to distribute, as far as necessary, dividends or interim dividends in order for the Borrower to be able to comply with its payment obligations under this Agreement, provided that the present or future business plans of the subsidiaries are not contravened.

18.5 Financial obligations

18.5.1 Maintaining the credit ranking of the Lenders: The Borrower undertakes to ensure that, at any moment, the claims that the Lenders may file against the Borrower under this Agreement rank, at least, pari passu with the claims of all remaining unsecured creditors, with the exception of those creditors whose claims rank senior due to any insolvency law.

18.5.2 Granting of guarantees: The Borrower undertakes not to grant on its own account or on the account of any third party any kind of performance bond or guarantee, personal or in rem, in order to secure its own obligations or obligations of third parties. The following guarantees are excepted from the prohibition contained in this paragraph: those guarantees granted under a coordination and guarantees agreement executed with certain financial institutions on 21 December 2006, raised on such date to the status of public document by means of a public deed grated before the notary public of Madrid, Mr. José Miguel García Lombardía, the guarantees necessary for the ordinary course of the business of the Borrower, and those guarantees in rem granted over new assets within the framework of none-recourse or limited recourse and real estate financing transactions, or guarantees granted over existing assets within the framework of refinancing transactions, that are charged at present within the framework of none-recourse, limited recourse or real estate financing transactions.

The cases permitted under the preceding paragraph may not, under any circumstance, cover the granting of any kind of lien or encumbrance over the Acquired Shares and the credit rights that may correspond to the Borrower under the Put Option.

18.6 Obligations relating to the Offer and to the Put Option

18.6.1 Compliance with the applicable legislation: The Borrower undertakes to comply with the provisions of Royal Decree 1197/1991, of July 26, regulating Take-Over Bids (as amended or replaced from time to time) as well as with the remaining national or supra-national legal provisions applicable to the Offer.

18.6.2 No amendment of the Offer: The Borrower undertakes not to modify the acquisition price of the shares of ENDESA, S.A. foreseen in the Offer in such a manner that the Offer may not be financed entirely with this Agreement, unless the excess is satisfied with the equity of the Borrower.

18.6.3 Information: The Borrower undertakes to inform the Arrangers about any strategy to be adopted with respect to the Offer in the case of filing of offers competing with the Offer filed by the Borrower.

18.6.4 Information: The Borrower undertakes to facilitate to the Lenders (through the Agent) any relevant information that the Lenders (reasonably and subject to any confidentiality obligation to which the Borrower could be subject to under applicable law) could request (through the Agent) with respect to the Offer. If the Borrower fails to immediately facilitate to the Lenders the information requested by them, it will have a five (5) days term as of the receipt of the corresponding request of the Agent in order to facilitate such information. Once this term has elapsed without the Borrower having provided the requested information, said fact shall be deemed as an infringement under this Agreement.

18.6.5 No amendment of the provisions of the Put Option: The Borrower undertakes not to amend and not to waive any of the terms of the Put Option, and not to dispose in any manner of the same without the previous and unanimous consent of the Lenders.

18.6.6 Entity acting as depository and in charge of the settlement of the Offer: The Borrower shall deliver to the Agent, within five (5) working days as of the date of this Agreement a copy, certified by a duly authorised person, of the document by virtue of which the entity acting as depository and in charge of the settlement of the Offer has been appointed and the appointed entity has accepted such duties.

18.7 Obligation to comply with financial ratios

The Borrower acknowledges and accepts that the granting and maintaining of this Agreement depends from the preservation of its asset and financial solvency (“solvencia patrimonial y financiera”).

18.7.1 Ratios to be complied with by the Borrower; contractual non compliance: The Borrower shall comply, on a consolidated basis, the following financial ratios during the whole life of this financing:


Net Financial Debt/EBITDA		Total EBITDA/Net Financial Expenses
Lower or equal to 6.00x		Equal to or higher than 3.00x

The failure to comply with these financial ratios shall be deemed to all effects a failure to comply with this Agreement, even if there has been no wilful misconduct or fault.

18.7.2 Reference dates or periods for the ratios: The financial ratios set forth in the preceding Clause shall be complied with in each fiscal year of the Borrower.

18.7.3 Calculation of the financial ratios on a consolidated basis: The financial ratios referred to in Clause 18.7.1 shall be calculated and complied with by the Borrower and by the ACCIONA Group on a consolidated basis.

18.7.4 Calculation of the ratios by the auditor: The auditor of the Borrower shall calculate the financial ratios referred to in Clause 18.7.1 on the basis of the consolidated annual accounts of the Borrower. The auditor of the Borrower shall communicate to the Agent the result of said calculation, by means of a certification issued in accordance with the provisions of Clause 18.1 above.

19. EARLY TERMINATION

19.1 Early termination due to the breach of obligations

The Lenders may declare the early termination of this Agreement and request the prepayment of all payment obligations, with all interests and the remaining accrued amounts to be paid by the Borrower, if any of the early termination events described in this Clause takes place. This shall apply even if the Borrower has not breached its payment obligations under this agreement, or if the infringement has occurred without wilful misconduct or fault of the Borrower, or the guarantees granted in order to secure the fulfilment of the agreement remain in force.

19.1.1 Non compliance with the payment obligations: The failure by the Borrower to comply with any of the obligations to pay the principal, interests, fees or any other amount, upon the respective maturity or date on which they may become due; it being understood as agreed the for the purposes of article 693.2 of the Civil Proceedings Act.

19.1.2 Non compliance with the ratios: The failure by the Borrower to comply with the financial ratios set forth in Clause 18.7 of this Agreement.

19.1.3 Non compliance with other obligations of the Borrower that have not been cured: The failure by the Borrower to comply with any other obligation under this agreement or any of the Finance Documents to which it is a party, provided that such non compliance has not been cured within the term of ten (10) days as of the date on which it has been so requested by the Agent.

19.2 Early termination due to the deterioration of the solvency of the Borrower or the alteration of the basis or conditions on which this Credit Facility is based

The Lenders may declare the early termination of this Credit Facility and request the prepayment of all payment obligations, with their interests and any other accrued amounts to be paid by the Borrower, in case of occurrence of any of the early termination events described in this Clause, because such occurrence will affect the capacity of the Borrower to settle its short, medium or long term obligations, or will produce a modification of the economic basis or conditions relating to the Borrower, that have induced the Lenders to grant this Credit Facility.

In accordance with the foregoing, the occurrence of any of the early termination events shall be sufficient, event if the Borrower has not failed to comply with any obligation under this Agreement, or the breach of the relevant obligation has occurred without wilful misconduct or fault of the Borrower.

19.2.1 Insolvency: If the Borrower requests to be declared in insolvency or is declared in insolvency, or is subject to any procedure of intervention, administration or insolvency liquidation, or enters into any agreement for the renegotiation of debts or for the reduction or postponement thereof.

19.2.2 Material Adverse Change: If any Material Adverse Change of ACCIONA occurs.

19.2.3 Cross-default: If any debt assumed by the Borrower vis-à-vis any third party, for an individual or aggregate amount higher than hundred million euros (EUR 100,000,000) is not satisfied or is accelerated, in each case, as a consequence of a non compliance.

19.2.4 Enforcement or seizure: If any judicial, extra-judicial or administrative proceeding is initiated against the Borrower for an amount higher than hundred million euros (EUR 100,000,000), which entails the enforcement or seizure of assets of the Borrower.

19.2.5 Cessation of business or activity: If the Borrower ceases to carry out its business or activities.

19.2.6 Non demandable obligations deriving from the Finance Documents: If the obligations under any of the Finance Documents become or are declared non-existing, invalid or ineffective.

19.2.7 Relevant falsehood or inaccuracy of the Representations and Warranties: If there is any relevant falsehood or inaccuracy in the data provided by or in the representations made by the Borrower under this Agreement or under any of the Finance Documents.

19.2.8 Withholding of the opinion of the auditors, negative opinion or opinion with material qualifications: If the auditor of the Borrower does not give or denies his report or audit opinion, or issues a negative report or opinion or with material qualifications.

19.2.9 Expropriation: If, as a consequence of a governmental intervention or an expropriation, the directors of ACCIONA are replaced, or such company looses control or ownership over its assets or businesses, or such control or ownership is restricted in a manner that it affects the ability of ACCIONA to comply with its payment obligations under the Finance Documents.

19.3 Alternatives for the Lenders

Upon the occurrence of any of the early termination events described in Clauses 19.1 and 19.2, the Lenders shall be entitled to choose between: (i) declare the early termination of all obligations of the Borrower, (ii) terminate this Agreement, or (iii) preserve the effectiveness of this Agreement and, if the case, request the specific fulfilment of all payment obligations that have been breached.

The option for the preservation of the Agreement shall not, in any manner whatsoever, limit the ability of the Lenders to declare later the acceleration and early termination of this Agreement, if the early termination event still concurs or a different one has been produced.

19.4 Termination by decision of the Majority of the Lenders: binding character

The declaration of acceleration and early termination of this Agreement shall be decided by the Majority or the Lenders and shall be binding upon the Lenders that are absent, that refrain from voting or vote against.

19.5 Individual termination without Majority of the Lenders

Each Lender shall have the right to request the acceleration or the termination of this Agreement with respect to the part that corresponds to said Lender and to enforce the same, if the Majority of the Lenders has not agreed the acceleration or the termination of the Agreement within a maximum term of twenty (20) Working Days as of (i) the date of receipt by the Agent of the request of any of the Lenders for the constitution of the Majority of the Lenders, or, if such request does not exist, (ii) the date on which the Agent notifies to the Lenders the concurrence of any cause for the acceleration.

19.6 Procedure vis-à-vis the Borrower

19.6.1 Communication to the Borrower: Whenever the Majority of the Lenders agree to declare the acceleration or the termination of this Agreement, such decision shall be communicated to the Borrower by the Agent.

19.6.2 Term for the payment: The Borrower shall be obliged to pay all amounts that are outstanding for whatever reason (principal, interests, fees, expenses or any other reason) under this Agreement, within the term of three (3) calendar days as of the date of the notification that, to this end, was made by the Agent.

19.6.3 Exercise of legal actions: Once this term has lapsed without the Borrower having complied with its payment obligations with respect to all outstanding amounts, the Agent shall start the corresponding judicial claim, for which purpose the Agent shall act as representative of the Lenders.

If the Agent has not started the corresponding judicial claim after ten (10) days as of the lapsing of the three (3) calendar days term set forth in Clause 19.6.2 above, any of the Lenders shall be entitled to individually exercise the corresponding legal actions against the Borrower in order to claim the corresponding amounts.

All the Lenders undertake the obligation to grant in favour of the Agent the powers of attorney that might be necessary under the Civil Proceedings Act and the remaining applicable legislation, in order for the Agent to act on their behalf within the judicial proceedings started in accordance with this Clause or, alternatively, to appear together with the Agent, at its request, in order to enable the exercise of the rights conferred to the Lenders in accordance with the agreements adopted by the Majority of the Lenders.

19.7 Accrual of default interests

The terms set forth in Clause 19 for the cure of an confirmed early termination event and to enable the Lenders to exercise their rights under this Agreement, shall be understood, in any case, without prejudice of the Borrower’s obligation to pay to the Lenders default interests, as of the date of the non compliance with any payment obligation, or as of the date on which the Majority of the Lenders has declared the acceleration or the termination of this agreement, if this is not attributable to the non compliance with the payment obligations set forth in this Agreement.

EIGHTH SECTION

INDEMNITY AND PAYMENTS


20.	INDEMNITY FOR DAMAGES CAUSED TO THE LENDERS DUE TO THE DISRUPTION OF THE INTEREST PERIODS

Without prejudice of the possible consequences deriving from the non compliance with this Agreement, the Borrower shall pay to the Lenders the damages caused to them due to repayments or payments made on a date different from the one of the normal maturity date of the obligation, or on a date that is not an Interest Payment Date, which shall include, in any case, the Disruption or Funding Costs.

21. PAYMENTS

21.1 Payment method

The Borrower shall make the payments outstanding under this Credit Facility Agreement in accordance with the following terms and conditions:

21.1.1 Time, hour and value date: The payments shall be made on due date, without the need of any prior request, before noon (12:00), and with value date on such date.

21.1.2 Currency: Payments shall be made in euros.

21.1.3 Place of payments: Payments owed by the Borrower under this Agreement shall be performed by means of crediting their amounts on the Agent Account.

21.2 Firm and irrevocable payments

Payments shall be understood as to be made, and will release the Borrower, when their amounts have been firmly and irrevocably credited on the Agent Account, in accordance with the banking practices and legislation applicable from time to time. The Agent shall, on the same value date corresponding to the payments received from the Borrower, distribute such payments among the Lenders in the proportion corresponding to each of them.

21.3 Allocation

Payments shall be allocated as follows:

21.3.1 Allocation by topics: Payments made by the Borrower shall be allocated towards the debts that are due, in the following order:

1. Deafault interests

2. Ordinary interests

3. Expenses and fees

4. Additional set-off as provided for in Clause 15

5. Judicial costs (“costas judiciales”) and

6. Principal

21.3.2 Allocation by dates: Within each topic, payments shall be allocated towards the oldest debt vis-à-vis the most recent one. This notwithstanding, if for any reason a payment is allocated towards the most recent debt, this shall not entail the waiver by the Lenders of the older debt.

21.4 Proportional distribution of payments among the Lenders

21.4.1 Proportionality of payments taking into account the share of each Lender: All payments received by the Lenders under this Agreement, whether through the Agent or, if the case, through other means, shall be in proportion to their respective shares in the Credit Facility. Any Lender that receives payments under this Credit Facility which do not respect the aforementioned proportionality shall put the amounts so received at the disposal of the Agent for the purpose of a due distribution among the Lenders.

The following cases are exempted from the provisions of this Clause 21.4.1:

(a) payments received by the Lenders in case of an individual claim (extra-judicial or, with the requirements set forth in Clause 19.5, judicial) provided for in this Financing Agreement.

(b) if any of the Lenders receives an amount higher than the one received by the remaining Lenders on the basis of article 91.5 of the Insolvency Act, provided that such Lender, prior to requesting the insolvency of the Borrower and complying with all the requirements set forth in this Agreement, has offered to the remaining Lenders the possibility of filing a joint insolvency request through the Agent and such joint request has not been decided within a term of fifteen (15) Working Days.

(c) if, within the insolvency proceeding of the Borrower and in accordance with the Insolvency Act, one or more Lenders have received an amount which is lower than the one that would proportionally correspond to them due to the fact of being a person especially related to the insolvent entity.

21.4.2 Reimbursement to the Agent: If the Agent makes any payment as agent with the funds received as such, and these funds have not being credited firmly and irrevocably and due to this fact it has to return them or loses the ability to dispose of them, the recipients of these payments shall be obliged to immediately reimburse the Agent with value date on the date of perception.

21.5 Set-off of balances

All credit rights and balances that are capable of being set off in a broad sense and which the Borrower owns or holds by virtue of accounts, deposits or any other title, now or in the future, vis-à-vis the Lenders, shall be capable of being applied towards the payment of the responsibilities of the Borrower under this Credit Facility (all without prejudice of the imperative rules that may be applicable and, particularly, without prejudice of the provisions of the Insolvency Act).

Thus, the Lenders may, at its option, apply totally or partially said balances towards the payment of debts that are due and outstanding, by means of set-off or any of the transactions described below. To this end, said credit rights and balances shall be understood as to be due, liquid and convertible as of the non payment of any outstanding amount that is due under this Credit Facility.

21.5.1 Use of liquid assets and conversion of currencies: The right set forth in Clause 21.5 shall be directly applicable to the credit rights and balances that are liquid or that can be made liquid easily, even if not denominated in the currency of the outstanding obligation, in which case the Lenders shall be entitled to make the corresponding conversion at the market rates then applicable.

21.5.2 Disposal of assets and conversion of currencies: If the credit rights and balances are not liquid, the Lenders shall have the right to dispose of them at the Borrower’s risk and account, at the best possible price. The transactions described in this Clause 21.5, including, if the case, the conversion of currencies, shall be performed afterwards with respect to the net proceeds that have been obtained.

21.5.3 Return of the amounts received in excess, without prejudice of other relationships: Notwithstanding Clause 21.4.1, if as a consequence of the transactions set forth in Clause 21.5, any of the Lenders receives an amount that is higher than the one that proportionally corresponds to its credit rights vis-à-vis the Borrower under this Credit Facility, such Lender shall only be obliged to put the excess at the disposal of Agent for its distribution among the remaining Lenders (or, if the case, to immediately return the excess to the Borrower), unless something different has to be done in light of the relationships between each Lender and the Borrower, which are not this Agreement or, in general, the Credit Facility.

NINTH SECTION

FEES AND EXPENSES

22. FEES AND EXPENSES

22.1 Up-front fee

The Borrower shall pay to the Arrangers, through the Agent, an up-front fee, in accordance with the terms set forth in a separate letter to this Credit Facility Agreement.

22.2 Management fee

The Borrower shall pay to the Agent a management fee, in accordance with the terms set forth in a separate letter to this Credit Facility Agreement.

22.3 Taxes and expenses deriving from the Financing Agreement

The Borrower shall bear all expenses, taxes, duties, levies, charges and professional fees and any other amounts that now or in the future are originated or become a necessary and direct consequence of the execution and performance of this Agreement and, among others, without limitation, the following:

22.3.1 Legal expenses and expenses of other advisors: The judicial or extra-judicial expenses and the professional fees of attorneys and court agents (even if when his participation is not necessary) and whatever other expenses that may become due as a consequence of the preparation, interpretation, amendment or performance of this Agreement, or of the actions necessary for the fulfilment thereof, or of the verification of the fulfilment of the obligations of the Borrower under this Agreement.

22.3.2 Fees of the notary public: The professional fees of any kind and expenses of the public notaries that may intervene in the execution of this agreement, as well as in its amendment or in the notifications, requests or actions necessary for its fulfilment and performance.

22.3.3 Transfer expenses: The fees and expenses normally applicable to the operational movement of funds with respect to accounts and payments as a consequence of this Agreement, including those deriving from the credited amounts, movements and transfers made in or between accounts of the Lenders and the Bank of Spain relating to this Agreement.

23.3.4 Expenses of the First Syndication: All costs and expenses referred to under Clauses 22.3.1 and 22.3.2 incurred by the Arrangers due to the First Syndication.

TENTH SECTION

FEES AND EXPENSES

23. AGENT

23.1 Appointment

All the Lenders appoint RBS as Agent for the purpose of this Agreement. RBS expressly accepts such appointment.

23.2 Content of the mandate

The position of the Agent as representative of the Lenders shall be determined in accordance with this Clause.

23.2.1 Mandate: All the Lenders confer to the Agent a mandate in order for it to exercise, in the interest of the Lenders, all the rights and abilities that are granted under this agreement to the position of the agent.

In its position of attorney, the Agent shall comply with the provisions of this agreement and whatever other instructions that have been approved by the Majority of the Lenders (including refraining from enforcing any right, faculty or duty corresponding to the Agent under this Agreement).

If nothing is provided for in this Agreement, the Agent shall request instructions. If the consultation with the Lenders is not possible due to the urgency of the case at hand, the Agent shall act prudently and in the most favourable manner for the common interest of all the Lenders, in accordance with article 255 of the Code of Commerce.

23.2.2 Power of attorney: All the Lenders grant to the Agent a power of attorney in order for him to exercise, in the name and on behalf of all the Lenders, vis-à-vis the Borrower and any third party, all the decisions and instructions approved by the Majority of the Lenders. Particularly, the Lenders grant to the Agent a power of attorney in order for him to certify the outstanding balance of the Borrower under this Agreement (referred to in Clause 25.1) in order to enforce this Agreement.

The Agent has no power of attorney to act beyond the provisions expressly contained in this Agreement, nor is he a fiduciary of the Lenders.

23.2.3 Releasing effect of the payments made to the Agent. As a consequence of the mandate and the power of attorney granted to the Agent, the payments of any kind under this agreement shall be made by the Borrower to the Agent, having full releasing effect for the Borrower as if they would have been received by the Lender in the corresponding proportions.

23.2.4 Full effect of the notifications made to the Agent: As a consequence of the mandate and the power of attorney granted to the Agent, any notification between the Borrower and the Lenders shall be made through the Agent, and any notification to the Agent or received by it shall have the same effects as if it would have been made to the Lenders o received by them.

23.3 Liability of the Agent vis-à-vis the Lenders

The liability of the Agent as attorney shall be determined in accordance with the following:

23.3.1 No liability for the non performance of the Credit Facility: The Agent shall not be liable to the Lenders with respect to the validity, enforceability or fulfilment of this agreement or any agreement related or linked to this Agreement.

23.3.2 No liability for compliance with instructions: The Agent shall not be liable if it observes the instructions approved by the Majority of the Lenders, in accordance with article 254 of the Code of Commerce.

23.3.3 Liability due to wilful misconduct or gross negligence: The Agent shall have no other liability that the one deriving from actions resulting from wilful misconduct or gross negligence.

23.3.4 Communication duty without obligation to confirm: The communication obligations of the Agent shall be limited to inform each Lender about any document related to the Credit Facility that it has received, and about any other notice or notification that it has received and that may constitute an early termination event. The Agent shall not be obliged to confirm the reliability of any received information, or obliged to confirm the compliance with this agreement by any of the parties thereto.

23.3.5 No liability of the directors, managers or employees of the Agent vis-à-vis the Lenders: The Lenders undertake to refrain from bringing any legal claim against any director, member of the board of directors, manager or employee of the Agent related to the duties of the Agent under this agreement, unless such claims are a consequence of an action resulting from wilful misconduct or gross negligence of the directors, members of the board of directors, managers or employees vis-à-vis the Lenders.

23.4 Reimbursement of amounts to the Agent

The Lenders shall immediately reimburse the Agent, in proportion to their shares in the Credit Facility, any disbursement made by the Agent under this Agreement in the common interest of the Lenders, regardless from the favourable or negative outcome of the action or measure that gave raise to the disbursement. The Agent shall be authorised to withhold, out of the payments to be made to the Lenders for any reason, the mentioned amounts.

23.5 Resignation of the Agent

23.5.1 Voluntary resignation: The Agent shall be entitled to resign from its office by means of a written notification to the remaining Lenders and to the Borrower. However, its resignation shall be effective as of the date of appointment of the new Agent and the acceptance of the appointed entity.

23.5.2 Appointment of the new Agent by the Majority of the Lenders: In case of resignation, the new Agent shall be appointed by the Majority of the Lenders.

All the Lenders grant their consents and approvals to the appointment of the Agent that the Majority of the Lenders may decide in the future, and ratify the mandate and the power of attorney conferred under this Clause 23.

23.5.3 Alternative appointment of a new Agent by the resigning Agent: If within the thirty (30) days following the notification of resignation of the Agent the Majority of the Lenders would have not appointed a new Agent or the newly appointed Agent would have not accepted its duties, then the Agent shall appoint by himself the new Agent among the Lenders.

23.5.4 Prior consultation with the Borrower: The appointment of the new Agent shall be consulted with the Borrower, regardless from whether the appointment is made by the Majority of the Lenders or by the former Agent.

23.5.5 Resignation and appointment in a public document: The resignation of the Agent and the appointment of a new Agent shall be made in a public document.

23.5.6 Equal terms of the mandate for the new Agent: The new Agent shall have the same rights, faculties and duties than the former Agent.

23.5.7 No repercussion of expenses to the Borrower: The expenses incurred as a consequence of the resignation and appointment of the Agent shall not be borne by the Borrower.

23.6 Dismissal of the Agent

23.6.1 Cases of and requirements for the dismissal of the Agent: The Majority of the Lenders shall be entitled to agree the dismissal of the Agent due to an important non compliance or due to constant disagreements with the remaining Lenders, provided that simultaneously another Agent is appointed among the Lenders, and that the entity so appointed accepts such appointment.

23.6.2 Reference to the regime of replacement due to resignation: The appointment and the regime applicable to the new Agent in case of dismissal shall be ruled, mutatis mutandis, by Clauses 23.5.2, 23.5.4 and 23.5.7.

ELEVENTH SECTION

ASSIGNMENT

24. ASSIGNMENT

24.1 Prohibition of assignment by the Borrower

The Borrower shall not assign or charge its rights or obligations under this Credit Facility Agreement, totally or partially, without the prior, express and written consent of the Lenders.

24.2 Assignment by the Lenders: requirements

Each Lender shall only be entitled to assign or charge its position as lender under this Agreement, totally or partially and with effectiveness vis-à-vis the Borrower and the remaining Lenders, to other credit institutions, subject to complying with the following:

24.2.1 The assignment shall be notified to the Agent at least seven (7) days prior to its effective date. Likewise, the Agent shall communicate such notification to the Borrower within the next working day following its receipt.

24.2.2 The Assignee shall have a rating better than “A” Standard and Poors or its equivalent of other credit rating agencies.

24.2.3 The assigned amount shall be at least ten million euros (EUR 10,000,000), or a greater amount which is a whole multiple of five million euros (EUR 5,000,000), unless it is a smaller amount which represents the total share of the assignor in the outstanding Maximum Amount of the Credit Facility.

24.2.4 The effective date of the assignment shall coincide with an Interest Payment Date, unless the Agent authorises something different.

24.2.5 The assignment may not give raise to any additional costs for the Borrower in relation with the existing position with respect to the assignor, considering the existing or concurring circumstances at the date on which the assignment shall be effective.

24.2.6 The assigning Lender or the assignee shall have/has paid to the Agent, no later that the effective date of the assignment, an assignment fee amounting thousand five hundred (1,500) euros.

TWELFTH SECTION

EVIDENCE OF THE DEBT AND ENFORCEMENT ACTION

25. ACCOUNTS

25.1 Agent Account

The Agent shall open and keep in its accountancy an account for the Borrower regarding the Credit Facility subject to this Agreement. On such account it shall charge the amounts drawn down from the Credit Facility, as well as the interests, fees, expenses, default interests, additional costs and whatever other amounts which payment may correspond to the Borrower with respect to the Credit Facility. The Agent shall further credit on it the amounts received in accordance with Clause 21, so that the balance of said account reflects the amount owed by the Borrower from time to time under the Credit Facility Agreement.

25.2 Account of each Lender

Each Lender may open and keep in its accountancy a special account for the Credit Facility subject to this Agreement. On such account it shall charge its share in the amount of the Credit Facility and its share in the interests, fees, expenses, default interests, additional costs and whatever other amounts which payment may correspond to the Borrower with respect to the Credit Facility. Each Lender shall credit on such account all amounts received from the Borrower, through the Agent, so that the balance reflects the amount owed by the Borrower to each Lender from time to time.

It is hereby clarified that the opening and keeping by each of the Lenders of the credit account referred to in this Clause 25.2 shall not be assimilated to the opening and keeping of ordinary current accounts.

25.3 Keeping of accounts in case of assignment

In the case of an assignment under Clause 24 above, the assignor shall cancel, totally or partially, the referred account, the assignee being entitled to open the corresponding account.

26. ENFORCEMENT OF THE FINANCING AGREEMENT

26.1 Fixing of the liquid amount

For the case that the Lenders decide to exercise the ordinary enforcement procedure foreseen in articles 517 and subsequent of Act 1/200, of January 7, on Civil Proceedings, it is hereby agreed that, for the purpose of articles 572 and 573, the amount due shall result from the liquidation made by the Agent on the basis of the account referred to in Clause 25.1.

26.1.1 Liquidation made by the Agent: For the exercise of the enforcement action the following shall be sufficient: the delivery of this Agreement, raised to the status of public document, together with (i) the certification issued by the Agent on behalf of the Lenders, by virtue of which it is evidenced that the outstanding balance coincides with the one of the account referred to in Clause 25.1, and that the calculation of the debt has been made in the form agreed among the parties; such certification or certifications shall be incorporated to a public deed granted before a notary public, and (ii) the document which evidences that the amount due has been notified to the Borrower.

26.1.2 Primacy of the liquidation made by the Agent: Once the Agent has made the liquidation of the account referred to in Clause 25.1 with respect to the whole Credit Facility, the Lenders shall not be entitled to provide individual liquidations on the basis of the account referred to in Clause 25.2.

26.1.3 Individual calculations by any Lender: If, before the Agent has provided the liquidation of the account referred to in Clause 25.1, any of the Lenders enforces individually and judicially this Credit Facility with respect to its share, it is hereby agreed that the amount due shall be the one resulting from the liquidation made by the relevant Lender on the basis of the account referred to in Clause 25.2. Once this individual liquidation has been made, the liquidation that may be issued afterwards by the Agent of the account referred to in Clause 25.1 shall not include the amount corresponding to the Lender or Lenders that may have performed an individual enforcement.

26.1.4 Total or partial liquidation without waiver: The liquidations referred to in Clauses 26.1.1 and 26.1.3 may include all the topics or part of them. This does not entail any waiver, particularly, of the expenses and the outstanding amounts in accordance with Clauses 15.2, 16 and 22.

26.1.5 Interests and variable equivalences: For the purpose of article 574 of the Civil Proceedings Act, the calculation of interests and variable equivalences shall be made in accordance with Clause 9.

26.1.6 Opposition of the Borrower: The Borrower may nor disagree or question the liquidations or calculations made by the Agent or by the Lenders that perform an individual enforcement of their rights, in accordance with Clauses 26.1.1 and 26.1.3 respectively, unless done so on the grounds set forth in article 557 of the Civil Proceedings Act.

26.1.7 Expenses of the liquidation: All taxes and expenses incurred by reason of the public deed or the intervention of the notary public referred to in this Clause shall be borne by the Borrower.

26.2 Procedure and general and special enforcement methods

The Lenders may, with respect to the assets of the Lender, use at any time as many enforcement procedures or methods that are foreseen in the law.

26.3 Other provisions

The following provisions shall apply in case of enforcement:

26.3.1 Power of attorney for the Agent in order to issue copies: The Agent is hereby empowered by all parties in order to request copies of this document, for the purpose of article 517.4 of the Civil Proceedings Act. It shall be understood that all parties agree with the issuance of said copies.

26.3.2 Address for notifications: For the purpose of requests and notifications, the Address of the Borrower shall be the one indicated in Clause 27.1.

THIRTEENTH SECTION

MISCELLANEOUS

27. MISCELLANEOUS

27.1 Communications and addresses

Any notification or communication that shall be made between the parties under this agreement shall be made in writing to the addresses indicated at the beginning of this Agreement, by means of a letter, fax or any other mean. The communication shall only be considered as known by the addressee if its receipt is evidenced.

In this regard, the parties indicate the following fax numbers and the name and office of the persons to which the communication shall be addressed, as well as, with respect to the Lenders, the accounts in order to make the payments among them.

For the Borrower

ACCIONA, S.A.

CONTACT DETAILS


Contact for the purpose of sending documentation:		Juan Gallardo/José Ángel Tejero
Address to which the documentation shall be sent:		Avda. Europa 18 Parque Empresarial La Moraleja 28018 Alcobendas Madrid
Phone:		91.663.23.55
Fax:		91.663.29.29
E-mail:

For the Issuing Banks and the Counterguaranteeing Entities

THE ROYAL BANK OF SCOTLAND, PLC

DOCUMENTATION


Contact for the purpose of sending documentation:		Javier Sierra/Lucía Rodríguez Bartolomé
Address to which the documentation shall be sent:		Edificio Serrano 49, C/ José Ortega y Gasset 7, 28006 Madrid
Phone:		+ 34 91 438 51 52 / 91 438 51 75
Fax:		+ 34 91 438 53 07
E-mail:		Lucia.rodriguez-bartolome@rbos.com/ Javier.sierrasopranis@rbos.com

CONTACT DETAILS FOR OPERATIVE CUESTIONS


Name:		Henny de Lathauwer/Soledad Vallejo
Address:		Edificio Serrano 49, C/ Ortega y Gasset 7, 28006 Madrid
Phone:		034 91 43851 29 / +34 91 438 51 33
Fax:		+34 91 438 53 07
E-Mail:		Henny.delathauwer@rbos.com/ RBSMadrid-MiddleOffice@rbos.com

Please for operative question always copy:


Name:		Georgina Chave/Alison Edkins
Address:		21/2 Devonshire Square London, EC2M 4BB
Phone:		+44 207 672 6339/ +44 204 672 63 38
Fax:		+44 207 615 01 53
E-Mail:		Henny.delathauwer@rbos.com/ Soledad.vallejosanz@rbos.com

CONTACT DETAILS FOR PAYMENTS AND COLLECTIONS IN EUROS


Name of the entity:		Bank Name: The Royal Bank id Scotland plc Swift: RBOSBG2L IBAN* GB29RBOS16107010091313 Swift Code: RBOSGB2LGLO — Royal Bank of Scotland GLO, London Reference: GLO/Acciona OPA (* please note that IBAN should not be quoted when using an Interbank SWIFT message type MT202)
Contact:		Alison Edkins/Georgina Chave

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

DOCUMENTATION


Contact for the purpose of sending documentation:		Javier Granero
Address to which the documentation shall be sent:		Vía de los Poblados s/n Planta 4, 28033 Madrid
Phone:		91-537 73 14
Fax:		91-374 41 40
E-mail:		jgranero@grupobbva.com

CONTACT DETAILS FOR OPERATIVE CUESTIONS


Name:		Javier Granero
Address:		BBVA — Administración Mercado de Capitales Vía de los Poblados s/n 4^o planta 28033 Madrid Spain
Phone:		91-537 73 14
Fax:		91-374 41 40
E-Mail:		jgranero@grupobbva.com

CONTACT DETAILS FOR PAYMENTS AND COLLECTIONS IN EUROS


Name of the entity:		BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Account number (OMF):		0182
Contact:		Javier Granero

BANCO SANTANDER CENTRAL HISPANO, S.A.

DOCUMENTATION


Contact for the purpose of sending documentation:		Raúl Osuna Menéndez /Inés García Revilla
Address to which the documentation shall be sent:		Área Soluciones de Financiación Ciudad Grupo Santander Edificio Amazonia 2^o Planta 28660 Boadilla del Monte (Madrid)
Phone:		91 289 12 59 / 91 289 31 88
Fax:		91 257 16 17
E-mail:		rosuna@gruposantander.com/ inegarcia@gruposantander.com

CONTACT DETAILS FOR OPERATIVE CUESTIONS


Name:		José Manuel Llorente/Pedro de Miguel / Maribel Centeno
Address:		Ciudad Grupo Santander, Edificio Marisma Planta Baja 28660 Boadilla del Monte Madrid
Phone:		91 289 30 12 / 91 289 30 13 / 91 289 47 89
Fax:		91 257 11 64 / 91 257 11 65 / 91 257 10 86/ 91 257 16 36
E-Mail:		Backofficesindicados.madrid@sinvest.es josmllorente@gruposantander.com micenteno@gruposantander.com

CONTACT DETAILS FOR PAYMENTS AND COLLECTIONS IN EUROS


Name of the entity:		Banco Santander Central Hispano, S.A.
Código SWIFT:		BSCHESMM
OMF:		0049

CALYON, SUCURSAL EN ESPAÑA

DOCUMENTATION


Contact for the purpose of sending documentation:		Rolando Menor Aguilera / Isabel López Fernández
Address to which the documentation shall be sent:		Paseo de la Castellana, 1 (28046 Madrid)
Phone:		91 432 72 00
Fax:		91 432 75 08
E-mail:		Isabel.lopez@es.calyon.com

CONTACT DETAILS FOR OPERATIVE CUESTIONS


Name:		M^a Teresa García García / José Antonio Hernán
Address:
Phone:		91 432 73 85 / 91 432 73 32
Fax:		91 432 73 10 / 91 432 73 11
E-Mail:		Maite.garcia@es.calyon.com

NATIXIS, S.A. SUCURSAL DE ESPAÑA

DOCUMENTATION:


Contact for the purpose of sending documentation:		Ricardo Teissiere
Address to which the documentation shall be sent:		Paseo de Recoletos 7 — 9 28004 Madrid / España
Phone:		34 91 837 47 54
Fax:		34 91 837 47 81
E-mail:		Ricardo.teissiere@es.nxbp.com

CONTACT DETAILS FOR OPERATIVE CUESTIONS


Name:		Esther Campos/Karine Rodríguez
Address:		Paseo de Recoletos 7-9 // 28004 Madrid
Phone:		34 91 837 47 25 / 20
Fax:		34 91 837 47 80
E-Mail:		matexis@es.nxbp.com

CONTACT DETAILS FOR PAYMENTS AND COLLECTIONS IN EUROS


Name of the entity:		Cuenta Tesorera BdE // ESPBESMM for international payments
BIC		BFCEESMM
IBAN		ES18 9000 0001 2000 141
Account number		1479

27.2 Amendment

None of the parties may allege an amendment of this Agreement, if such amendments has not been made in writing and has been duly signed by the other party.

28. LAW AND JURISDICTION

28.1 Applicable Law

This Agreement shall be governed by the Spanish law.

28.2 Jurisdiction

The parties refer to the Courts and Tribunals of the city of Madrid, waiving whatever other jurisdiction they could be entitles to (provided that such waiver is legally possible).

29. CONFIDENTIALITY

The Lenders undertake not to disclose to third parties any information relating to this Agreement, unless in the case of a judicial or administrative request or in order to comply with the applicable law. Such prohibition shall not be applicable to third parties interested in acquiring a share in this Agreement, that are suitable in accordance with Clause 24 above, provided that said third parties have previously executed a confidentiality agreement (in such case, the authorisation to disclose the information to said third parties shall be extended to their existing or potential partners or, in the case of FTAs, CLOs and CDOs, investors, without the need of any additional action by them).

30. PUBLIC DOCUMENT

The parties hereby raise this document to the status of public document by means of a public deed executed before the notary public of Madrid, Mr. José Miguel García Lombardía, with the aim that all outstanding amounts under this Agreement are qualified as deed credit (“crédito escriturario”) for the purposes of articles 517.2.4 and 572 and 574 of the Civil Proceedings Act and the remaining applicable laws.

SIGNATURE PAGES FOLLOW

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