sc13da.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----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, IA+cCqCQTwohitsqFa7ZN81kiXDWe9JjSVQ/0KZV4WTtwGC2obPYHr2VOZWf1kvg jZNiTp3QxU69a+GAh4n2Gw== 0000898822-07-000503.txt : 20070402 0000898822-07-000503.hdr.sgml : 20070402 20070402171738 ACCESSION NUMBER: 0000898822-07-000503 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 GROUP MEMBERS: ACCIONA, S.A. GROUP MEMBERS: FINANZAS DOS, S.A. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Acciona, S.A. CENTRAL INDEX KEY: 0001377408 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011 34 91 663 3093 MAIL ADDRESS: STREET 1: AVENIDA DE EUROPA, 18 STREET 2: PARQUE EMPRESARIAL LA MORALEJA CITY: ALCOBENDAS, MADRID STATE: U3 ZIP: 28108 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: 07740459 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 SC 13D/A 1 sc13da.htm sc13da.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 16)*

Endesa, S.A.

(Name of Issuer)

American Depositary Shares, each representing the right to receive one ordinary share, nominal value €1.20 each

Ordinary Shares, nominal value €1.20 each

(Title of Class of Securities)

00029274F1

(CUSIP Number)

Acciona, S.A.

Avenida de Europa, 18

Empresarial La Moraleja, Alcobendas

Madrid, Spain 28108

Attention: Jorge Vega-Penichet

+34 91 663 2850

Copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52^ndStreet

New York, New York 10019

Attention: Adam O. Emmerich

(212) 403-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 2, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ‰

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP NO. 00029274F1

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Acciona, S.A.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) x*
	(b) ¨
	* Acciona, S.A. (“Acciona”), which holds 10,964,099 ordinary shares, nominal value €1.20 each, of Endesa, S.A. (each, a
	“Share”), and Finanzas Dos, S.A. (“Finanzas”), which holds 211,750,424 Shares and is a wholly owned subsidiary of
	Acciona, are members of a group and have jointly filed this statement on Schedule 13D. Acciona and Finanzas also may
	be deemed to be part of a group with ENEL Società per Azioni and Enel Energy Europe Società Responsabilità Limitata
	(together, “ENEL”) as a result of the Cooperation Agreement described in Item 4 of this Schedule 13D. In addition,
	Acciona and Finanzas and ENEL may be deemed to be part of a group with E.ON Aktiengesellschaft (“E.ON”) as a result
	of the Settlement Agreement described in Item 4 of this Schedule 13D. However, neither the filing of this statement on
	Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acciona or Finanzas that it is the
	beneficial owner of any Shares held by ENEL or E.ON for purposes of Section 13(d) of the U.S. Securities Exchange Act
	of 1934, as amended (the “Exchange Act”), and Acciona and Finanzas expressly disclaim such beneficial ownership.

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
BK, WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
	2(d) OR 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Spain

	7	SOLE VOTING POWER
		10,964,099

	8	SHARED VOTING POWER
		211,750,424**

		** Does not include 264,401,597 Shares that are or may be deemed to be beneficially owned by
		ENEL, as reported in the Statement on Schedule 13D filed by ENEL (as amended, the “ENEL
		Schedule 13D”), of which (a) 105,800,000 Shares are held by ENEL and (b) 158,601,597 Shares
		are underlying certain swap arrangements entered into by ENEL with UBS Limited and
NUMBER OF		Mediobanca - Banca di Credito Finanziario S.p.A. as to which ENEL has disclaimed beneficial
SHARES		ownership as described in the ENEL Schedule 13D. Also does not include 105,076,259 Shares
BENEFICIALLY		owned by Caja de Ahorros y Monte de Piedad de Madrid, Caja Madrid (“Caja Madrid”) and
OWNED BY		regarding which Caja Madrid entered into an equity swap arrangement with E.ON, as described in
EACH		the Statement on Schedule 13D filed by Caja Madrid.
REPORTING
PERSON		Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to
WITH		constitute an admission by Acciona or Finanzas that it is the beneficial owner of any Shares held by
		ENEL, E.ON or Caja Madrid for purposes of Section 13(d) of the Exchange Act, and Acciona and
		Finanzas expressly disclaim such beneficial ownership.

	9	SOLE DISPOSITIVE POWER
		10,964,099

	10	SHARED DISPOSITIVE POWER
		211,750,424***

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	*** Does not include 264,401,597 Shares that are or may be deemed to be beneficially owned by
	ENEL, as reported by in the ENEL Schedule 13D, of which (a) 105,800,000 Shares are held by
	ENEL and (b) 158,601,597 Shares are underlying certain swap arrangements entered into by ENEL
	with UBS Limited and Mediobanca - Banca di Credito Finanziario S.p.A. as to which ENEL has
	disclaimed beneficial ownership as described in the ENEL Schedule 13D. Also does not include
	105,076,259 Shares owned by Caja Madrid and regarding which Caja Madrid entered into an
	equity swap arrangement with E.ON, as described in the Statement on Schedule 13D filed by Caja
	Madrid.

	Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to
	constitute an admission by Acciona or Finanzas that it is the beneficial owner of any Shares held by
	ENEL, E.ON or Caja Madrid for purposes of Section 13(d) of the Exchange Act, and Acciona and
	Finanzas expressly disclaim such beneficial ownership.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	222,714,523****

	**** Does not include 264,401,597 Shares that are or may be deemed to be beneficially owned by ENEL, as reported in
	the ENEL Schedule 13D, of which (a) 105,800,000 Shares are held by ENEL and (b) 158,601,597 Shares are underlying
	certain swap arrangements entered into by ENEL with UBS Limited and Mediobanca - Banca di Credito Finanziario
	S.p.A. as to which ENEL has disclaimed beneficial ownership as described in the ENEL Schedule 13D. Also does not
	include 105,076,259 Shares owned by Caja Madrid and regarding which Caja Madrid entered into an equity swap
	arrangement with E.ON, as described in the Statement on Schedule 13D filed by Caja Madrid.

	Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by
	Acciona or Finanzas that it is the beneficial owner of any Shares held by ENEL, E.ON or Caja Madrid for purposes of
	Section 13(d) of the Exchange Act, and Acciona and Finanzas expressly disclaim such beneficial ownership.


12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (See Instructions)	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.0%*****

	***** Based on 1,058,752,117 Shares outstanding as reported in the CNMV – Comisión Nacional del Mercado de
	Valores website. The percentage shown does not include 264,401,597 Shares that are or may be deemed to be
	beneficially owned by ENEL, as reported in the ENEL Schedule 13D, amounting in the aggregate to 24.98% of the
	Shares outstanding, of which (a) 105,800,000 Shares are held by ENEL and (b) 158,601,597 Shares are underlying
	certain swap arrangements entered into by ENEL with UBS Limited and Mediobanca - Banca di Credito Finanziario
	S.p.A. as to which ENEL has disclaimed beneficial ownership as described in the ENEL Schedule 13D. The percentage
	shown also does not include 105,076,259 Shares owned by Caja Madrid and regarding which Caja Madrid entered into an
	equity swap arrangement with E.ON, as described in the Statement on Schedule 13D filed by Caja Madrid.

	Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by
	Acciona or Finanzas that it is the beneficial owner of any Shares held by ENEL, E.ON or Caja Madrid for purposes of
	Section 13(d) of the Exchange Act, and Acciona and Finanzas expressly disclaim such beneficial ownership.

14	TYPE OF REPORTING PERSON (See Instructions)
	CO

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SCHEDULE 13D

CUSIP NO. 00029274F1

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Finanzas Dos, S.A.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) x*
	(b) ¨
	* Acciona, which holds 10,964,099 Shares, and Finanzas, which holds 211,750,424 Shares and is a wholly owned
	subsidiary of Acciona, are members of a group. Acciona and Finanzas may be deemed to be part of a group with ENEL as
	a result of the Cooperation Agreement described in Item 4 of this Schedule 13D. In addition, Acciona and Finanzas and
	ENEL may be deemed to be part of a group with E.ON as a result of the Settlement Agreement described in Item 4 of this
	Schedule 13D. However, neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to
	constitute an admission by Acciona or Finanzas that it is the beneficial owner of any Shares held by ENEL or E.ON for
	purposes of Section 13(d) of the Exchange Act, and Acciona and Finanzas expressly disclaim such beneficial ownership.

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
BK, AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
	2(d) OR 2(e)		¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Spain

		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			211,750,424**

			** Does not include 264,401,597 Shares that are or may be deemed to be beneficially owned by
			ENEL, as reported in the Statement on Schedule 13D filed by ENEL (as amended, the “ENEL
			Schedule 13D”), of which (a) 105,800,000 Shares are held by ENEL and (b) 158,601,597 Shares
			are underlying certain swap arrangements entered into by ENEL with UBS Limited and
			Mediobanca - Banca di Credito Finanziario S.p.A. as to which ENEL has disclaimed beneficial
NUMBER OF			ownership as described in the ENEL Schedule 13D. Also does not include 105,076,259 Shares
SHARES			owned by Caja Madrid and regarding which Caja Madrid entered into an equity swap arrangement
BENEFICIALLY			with E.ON, as described in the Statement on Schedule 13D filed by Caja Madrid.
OWNED BY
EACH			Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to
REPORTING			constitute an admission by Acciona or Finanzas that it is the beneficial owner of any Shares held by
PERSON			ENEL, E.ON or Caja Madrid for purposes of Section 13(d) of the Exchange Act, and Acciona and
WITH			Finanzas expressly disclaim such beneficial ownership.

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			211,750,424***

			*** Does not include 264,401,597 Shares that are or may be deemed to be beneficially owned by
			ENEL, as reported by in the ENEL Schedule 13D, of which (a) 105,800,000 Shares are held by
			ENEL and (b) 158,601,597 Shares are underlying certain swap arrangements entered into by ENEL
			with UBS Limited and Mediobanca - Banca di Credito Finanziario S.p.A. as to which ENEL has
			disclaimed beneficial ownership as described in the ENEL Schedule 13D. Also does not include

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	105,076,259 Shares owned by Caja Madrid and regarding which Caja Madrid entered into an
	equity swap arrangement with E.ON, as described in the Statement on Schedule 13D filed by Caja
	Madrid.

	Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to
	constitute an admission by Acciona or Finanzas that it is the beneficial owner of any Shares held by
	ENEL, E.ON or Caja Madrid for purposes of Section 13(d) of the Exchange Act, and Acciona and
	Finanzas expressly disclaim such beneficial ownership.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	211,750,424****

	**** Does not include 264,401,597 Shares that are or may be deemed to be beneficially owned by ENEL, as reported in
	the ENEL Schedule 13D, of which (a) 105,800,000 Shares are held by ENEL and (b) 158,601,597 Shares are underlying
	certain swap arrangements entered into by ENEL with UBS Limited and Mediobanca - Banca di Credito Finanziario
	S.p.A. as to which ENEL has disclaimed beneficial ownership as described in the ENEL Schedule 13D. Also does not
	include 105,076,259 Shares owned by Caja Madrid and regarding which Caja Madrid entered into an equity swap
	arrangement with E.ON, as described in the Statement on Schedule 13D filed by Caja Madrid.

	Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by
	Acciona or Finanzas that it is the beneficial owner of any Shares held by ENEL, E.ON or Caja Madrid for purposes of
	Section 13(d) of the Exchange Act, and Acciona and Finanzas expressly disclaim such beneficial ownership.

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (See Instructions)	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.0%*****

	***** Based on 1,058,752,117 Shares outstanding as reported in the CNMV – Comisión Nacional del Mercado de
	Valores website. The percentage shown does not include 264,401,597 Shares that are or may be deemed to be
	beneficially owned by ENEL, as reported in the ENEL Schedule 13D, amounting in the aggregate to 24.98% of the
	Shares outstanding, of which (a) 105,800,000 Shares are held by ENEL and (b) 158,601,597 Shares are underlying
	certain swap arrangements entered into by ENEL with UBS Limited and Mediobanca - Banca di Credito Finanziario
	S.p.A. as to which ENEL has disclaimed beneficial ownership as described in the ENEL Schedule 13D. The percentage
	shown also does not include 105,076,259 Shares owned by Caja Madrid and regarding which Caja Madrid entered into an
	equity swap arrangement with E.ON, as described in the Statement on Schedule 13D filed by Caja Madrid.

	Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by
	Acciona or Finanzas that it is the beneficial owner of any Shares held by ENEL, E.ON or Caja Madrid for purposes of
	Section 13(d) of the Exchange Act, and Acciona and Finanzas expressly disclaim such beneficial ownership.

14	TYPE OF REPORTING PERSON (See Instructions)
	CO

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This Amendment No. 16 (“Amendment No. 16”) amends and supplements the statement on Schedule 13D (as previously amended from time to time, the “Schedule 13D”) filed by Acciona, S.A. (“Acciona”) and Finanzas Dos, S.A. (“Finanzas” and together with Acciona, the “Reporting Persons”), pursuant to a Joint Filing Agreement filed with the original Schedule 13D on October 5, 2006, with respect to the ordinary shares, nominal value €1.20 each (a “Share”), and the American Depositary Shares (the “ADSs”), each representing the right to receive one Share of Endesa, S.A. (“Endesa” or the “Issuer”). Capitalized terms used and not defined in this Amendment No. 16 have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 16 does not modify any of the information previously report ed in the Schedule 13D. This Amendment No. 16 is being filed for the purpose of publicly disclosing certain important developments in connection with the Reporting Person’s investment in Endesa, in particular as reflected in an agreement among the Reporting Persons, ENEL Società per Azioni (“Enel”) and E.ON Aktiengesellschaft (“E.ON”) regarding Endesa.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following supplemental information:

Settlement Agreement

On April 2, 2007, E.ON, Acciona and Enel entered into an agreement (the “Settlement Agreement”) to settle their conflicts and to agree on certain matters relating to Endesa. A copy of the Settlement Agreement is attached hereto as Exhibit 10.17 and is incorporated herein by reference.

On April 2, 2007, Acciona issued a press release announcing the execution of the Settlement Agreement. The press release is attached hereto as Exhibit 99.41 and is incorporated herein by reference.

On April 2, 2007, Acciona filed with the CNMV a Hecho Relevante, or current report, regarding the Settlement Agreement and attaching a Spanish translation of that agreement. This current report, in its original English and Spanish form, is attached as Exhibit 99.42 hereto and incorporated herein by reference. All Hechos Relevantes filed by Acciona and other reporting persons with the CNMV are available on the internet at www.cnmv.es.

The attached Hecho Relevante is a document that was issued outside the United States pursuant to the facilities of the CNMV. Nether the attached Hecho Relevante nor the attached press release is an announcement or extension of a tender offer in the United States or in any other jurisdiction, nor can there be any assurance that any tender offer will be announced, proposed or made with respect to the Shares or the ADSs. If a tender offer were made to United States holders of Shares or ADSs, it is expected that it would be extended in the United States only in compliance with the procedural and filing requi rements of tender offer rules and regulations under the United States federal securities laws, except insofar as an exemption or other relief is obtained therefrom.

Also, on April 2, 2007, and in connection with the execution of the Settlement Agreement, the Reporting Persons and ENEL entered into an amendment to the Cooperation Agreement. An English translation of the amendment is attached hereto as Exhibit 10.18 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended to add the following supplemental information:

Item 4 of this Amendment No. 14 is incorporated herein by reference. As previously disclosed, the Reporting Persons have acquired an aggregate of 222,714,523 Shares, which constitute approximately 21.0% of the outstanding Shares. By virtue of the Settlement Agreement, the Reporting Persons and Enel

-6-

may be deemed to have become members of a group with E.ON with respect to the Shares that are or may be deemed to be currently beneficially owned by E.ON and thus may be deemed to beneficially own any Shares and/or ADSs that are or may be currently beneficially owned by E.ON. Amendment No. 24 to E.ON’s tender offer statement on Schedule TO filed with the SEC contains additional information as to an equity swap transaction E.ON has entered into with Caja Madrid relating to 105,076,259 Shares, representing approximately 9.9% of the outstanding ordinary shares of Endesa.

This Schedule 13D constitutes a separate filing by the Reporting Persons in accordance with Rule 13d-1(k)(2) under the Exchange Act, and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares held by ENEL, E.ON or Caja Madrid for purposes of Section 13(d) of the Exchange Act, and the Reporting Persons expressly disclaim such beneficial ownership.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following supplemental information:

Items 4 and 5 of this Amendment No. 16 are hereby incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following thereto:

	10.17	Agreement by and among ENEL S.p.A., Acciona, S.A. and E.On AG, dated April 2, 2007 (the “Settlement Agreement”)

	10.18	English Translation of Amendment, dated April 2, 2007, to the Cooperation Agreement, dated March 26, 2007, regarding the development of a joint ownership project for Endesa, by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L.

	99.41	Joint Press Release of Acciona, S.A. and ENEL S.p.A. announcing the Settlement Agreement, dated April 2, 2007

	99.42	Hecho Relevante (No. 78775) filed on April 2, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores (Notice related to the Settlement Agreement attached as Exhibit 10.17 hereto)

-7-

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.

Dated: April 2, 2007

ACCIONA, S.A.

By: /s/ Jorge Vega-Penichet

Name: Jorge Vega-Penichet

Title: Company Secretary

FINANZAS DOS, S.A.

By: /s/ Vicente Santamaria de Paredes Castillo

Name: Vicente Santamaria

de Paredes Castillo

Title: Company Secretary

-8-

INDEX OF EXHIBITS

10.1	English Translation of Bridge Credit Contract, dated September 26, 2006, between, Finanzas Dos, S.A. as guaranteed party, Acciona, S.A as guarantor, Banco Santander Central Hispano, S.A. as financing entity ⁽¹⁾

10.2	English Translation of Bridge Credit Commitment, dated September 26, 2006, from Banco Santander Central Hispano, S.A. to Acciona, S.A ⁽¹⁾

10.3	English Translation of Commitment Letter, dated September 26, 2006, from Banco Santander Central Hispano, S.A. to Acciona, S.A. and Finanzas Dos, S.A and related Term Sheets ⁽¹⁾

10.4	International Swaps and Derivatives Association, Inc. Master Agreement, dated as of September 25, 2006, between Banco Santander Central Hispano, S.A. and Finanzas Dos, S.A. (with Confirmations dated September 25, 2006, September 27, 2006, October 3, 2006, October 4, 2006, October 5, 2006, October 6, 2006, October 9, 2006, October 10, 2006 and October 11, 2006) ⁽¹⁾

10.5	Confirmations with respect to the Total Return Swaps entered into on October 12, 13, 16, 17 and 19, 2006 ⁽²⁾

10.6	English Translation of Amendment and Extension of Bridge Loan Agreement, dated November 15, 2006, by and among Banco Santander Central Hispano, S.A. Acciona, S.A. and Finanzas Dos, S.A. ⁽⁵⁾

10.7	English Translation of Stock Purchase Order from Acciona, S.A. to Banco Santander Central Hispano, S.A., dated September 25, 2006 ⁽⁶⁾

10.8	English Translation of letter from Acciona, S.A. to Banco Santander Central Hispano, S.A., dated September 25, 2006. ⁽⁶⁾

10.9	English Translation of Syndicated Financing Agreement between Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.10	English Translation of Syndicated Financing Agreement between Acciona, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.11	English Translation of Shareholder Subordinated Loan Agreement between Acciona, S.A., Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.12	English Translation of Coordination and Guarantees Agreement between Acciona, S.A., Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.13	English Translation of Shareholder Support Agreement between Acciona, S.A., Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.14	English Translation of CMOFs Agreement between Acciona, S.A. and the Lenders, dated December 21, 2006 ⁽¹⁰⁾

10.15	English Translation of CMOFs between Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽¹⁰⁾

10.16	English Translation of Agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe Società Responsabilità Limitata, dated March 26,

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	2007, regarding the parties’ ownership in development of a joint ownership project for Endesa, S.A. (“Cooperation Agreement”) ⁽¹⁵⁾

10.17	Agreement by and among ENEL S.p.A, Acciona, S.A. and E.ON AG, dated April 2, 2007 (the “Settlement Agreement”)

10.18	English Translation of Amendment, dated April 2, 2007, to the Cooperation Agreement, dated March 26, 2007, regarding the development of a joint ownership project for Endesa, by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L.

99.1	Complaint filed on October 12, 2006 by E.ON AG and E.ON Zwölfte Verwaltungs GmbH against Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720) ⁽¹⁾

99.2	Hecho Relevante (No. 71725) filed on October 20, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Response to query from the CNMV as to Acciona’s intent as an Endesa shareholder.) (English Translation) ⁽²⁾

99.3	Resolutions of the Comisión Nacional de la Energia (CNE) regarding Acciona, S.A.’s and Finanzas Dos, S.A.’s ownership in Endesa securities, dated November 3, 2006 ⁽³⁾

99.4	Amended Complaint filed on November 3, 2006, by E.ON AG, E.ON Zwölfte Verwaltungs GmbH and BKB AG against Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720) ⁽³⁾

99.5	Hecho Relevante (No. 72281) filed on November 10, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification of acquisition of an additional 9.63% of the Shares.) ⁽⁴⁾

99.6	Press release issued by Acciona, S.A., dated November 10, 2006 ⁽⁴⁾

99.7	Hecho Relevante (No. 72898) filed on November 21, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification of acquisition of an additional 0.37% of the Shares) ⁽⁵⁾

99.8	Opinion and Order rendered by the Honorable Denise Cote, United States District Judge, United States District Court, Southern District of New York, in E.ON AG and E.ON Zwölfte Verwaltungs GmbH v. Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720), dated November 20, 2006 ⁽⁵⁾

99.9	Hecho Relevante (No. 71032) filed on September 25, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification of the acquisition of a 10% interest in Endesa.) (English Translation) ⁽⁶⁾

99.10	Anuncios a la CNMV (No. 71035) released on September 26, 2006 by the Spanish Comisión Nacional del Mercado de Valores. (Copy of Announcement by the CNMV in relation to Acciona and Endesa.) (English Translation) ⁽⁶⁾

99.11	Hecho Relevante (No. 71036) filed on September 26, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Press release relating to the acquisition of a 10% interest in Endesa.) (English Translation) ⁽⁶⁾

99.12	Hecho Relevante (No. 71037) filed on September 26, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Powerpoint presentation relating to the acquisition of a 10% interest in Endesa.) (English original) ⁽⁶⁾

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99.13	Hecho Relevante (No. 71040) filed on September 26, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Copies of the materials included in Hechos Relevantes Nos. 71032, 71036 and 71037, and additional press release in response to certain media reports.) (The Powerpoint presentation filed as Hecho Relevante No. 71036, which was originally prepared in English, is not refiled as part of this Exhibit, but is filed as Exhibit 99.12.) (English Translation) ⁽⁶⁾

99.14	Hecho Relevante (No. 71074) filed on September 26, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Additional information relating to Acciona’s investment in Endesa.) (English Translation) ⁽⁶⁾

99.15	Anuncios a la CNMV (No. 71075) released on September 26, 2006 by the Spanish Comisión Nacional del Mercado de Valores. (Copy of Announcement by the CNMV in relation to Acciona.) (English Translation) ⁽⁶⁾

99.16	Hecho Relevante (No. 71151) filed on September 27, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification in relation to Total Returns Swaps having reach 5.01%.) (English Translation) ⁽⁶⁾

99.17	Hecho Relevante (No. 71504) filed on October 16, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification of the commencement of a lawsuit by E.ON in the United States District Court for the Southern District of New York.) (English Translation) ⁽⁶⁾

99.18	Hecho Relevante (No. 71699) filed on October 20, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification in relation to Total Returns Swaps having reached 9.63%.) (English Translation) ⁽⁶⁾

99.19	Hecho Relevante (No. 71703) filed on October 20, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Including copies of (a) (in the original Spanish) of the Bridge Credit Contract filed as Exhibit 10.1, the Bridge Credit Commitment filed as Exhibit 10.2, the Commitment Letter and related Term Sheets filed as Exhibit 10.3; (b) (in the original English) the International Swaps and Derivatives Association, Inc. Master Agreement with Confirmations dated September 25 and 27, 2006 and October 3, 4, 5, 6, 9, 10 and 11, 2006 filed as Exhibit 10.4; (c) (in the original English and Spanish translation) Amendment No. 1 to the Schedule 13D; and (d) (in Spanish translation) the Complaint filed as Exhibit 99.1. (English Translation, without exhibits filed otherwise with this Schedule 13D) (6)

99.20	Hecho Relevante (No. 72034) filed on November 6, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification of CNE approval, including official notice of the CNE filed previously as Exhibit 99.3.) (English Translation) ⁽⁶⁾

99.21	Supplemental and Amended Complaint filed on November 17, 2006, by E.ON AG, E.ON Zwölfte Verwaltungs GmbH and BKB AG against Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720) ⁽⁶⁾

99.22	Hecho Relevante (No. 74537) filed on December 22, 2006 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to the Long- Term Financing and the Acciona Financing.) ⁽⁷⁾

99.23	Hecho Relevante (Nos. 75419, 75427, 75428, 75434, 75436, 75438 and 75439) filed on January 10, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de

-11-

	Valores. (Notification related to purchase of additional Shares and attaching the original Spanish language versions of the financing agreements, English translations of which have been filed as Exhibits 10.9 through 10.13 hereto and the CMOFs) ⁽⁸⁾

99.24	Letter from the Spanish Comisión Nacional del Mercado de Valores to Acciona, dated January 8, 2006, attaching a copy of the E.ON CNMV Complaint. (English Translation) ⁽⁸⁾

99.25	Opinion and Order rendered by the Honorable Denise Cote, United States District Judge, United States District Court, Southern District of New York, in E.ON AG and E.ON Zwölfte Verwaltungs GmbH v. Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720), dated January 9, 2007 ⁽⁸⁾

99.26	Response to the request for information made by the CNMV in connection with the E.ON CNMV Complaint submitted by Acciona, S.A. on January 12, 2007 to the CNMV ⁽⁹⁾

99.27	Report for Public Disclosure (No. 22272) filed on January 12, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to the E.ON CNMV Complaint and attaching the original Spanish language version of Acciona’s Response to the request for information made by the CNMV in connection with the E.ON CNMV Complaint, an English translation of which has been filed as Exhibit 99.26 hereto) ⁽⁹⁾

99.28	English Translation of Official Request submitted to the CNMV by Acciona, S.A., on January 16, 2007, relating to E.ON. ⁽¹⁰⁾

99.29	English Translation of Supplement to Official Request submitted to the CNMV by Acciona, S.A., on January 19, 2007, relating to E.ON ⁽¹⁰⁾

99.30	Acciona Presentation, “Endesa independent: an alternative with greater value,” dated January 25, 2007 ⁽¹¹⁾

99.31	Report for Public Disclosure (Nos. 22570 and 22577) filed on January 25, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to the Acciona presentation, “Endesa independent: an alternative with greater value,” which presentation is attached hereto as Exhibit 99.30) ⁽¹¹⁾

99.32	Opinion and Order rendered by the Honorable Denise Cote, United States District Judge, United States District Court, Southern District of New York, in E.ON AG and E.ON Zwölfte Verwaltungs GmbH v. Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720), dated February 5, 2007 ⁽¹²⁾

99.33	Report for Public Disclosure (No. 22651) filed on February 6, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to the February 5, 2007 Opinion and Order rendered by the Honorable Denise Cote, United States District Judge, United States District Court, Southern District of New York, which Opinion and Order is attached as Exhibit 99.32 hereto) ⁽¹²⁾

99.34	Hecho Relevante (No. 78380) filed on March 23, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to Acciona’s discussions with Enel Società per Azioni) (English translation) ⁽¹³⁾

99.35	Press Release, dated March 26, 2007, issued by Acciona, S.A. and Enel Società per Azioni regarding Cooperation Agreement ⁽¹⁴⁾

-12-

99.36	Hecho Relevante (Nos. 78443, 78444) filed on March 26, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notice related to the Cooperation Agreement attached as Exhibit 10.16 hereto) (English translation) ⁽¹⁴⁾

99.36	Hecho Relevante (No. 78453) filed on March 26, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores. (Notice related to the Cooperation Agreement attached as Exhibit 10.16 hereto) (English translation) ⁽¹⁴⁾

99.37	Presentation by Acciona, S.A. regarding Endesa, dated March 26, 2007 and publicly released on March 27, 2007 ⁽¹⁵⁾

99.38	CNMV Board Resolution in Respect of Endesa Takeover Bid, dated March 23, 2007 (English translation) ⁽¹⁵⁾

99.39	CNMV Communication in Relation of the Agreement between Acciona and Enel over Endesa, dated March 26, 2007 (English translation) ⁽¹⁵⁾

99.40	Proposed Second Supplemental and Amended Complaint by E.ON AG and E.ON Zwölfte Verwaltungs GmbH, dated April 2, 2007 ⁽¹⁵⁾

99.41	Joint Press Release of Acciona, S.A. and ENEL S.p.A. announcing the Settlement Agreement, dated April 2, 2007

99.42	Hecho Relevante (No. 78775) filed on April 2, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores (Notice related to the Settlement Agreement attached as Exhibit 10.17 hereto)

_________________________________________

⁽¹⁾	Filed with Amendment No. 1 to the Schedule 13D
⁽²⁾	Filed with Amendment No. 2 to the Schedule 13D
⁽³⁾	Filed with Amendment No. 3 to the Schedule 13D
⁽⁴⁾	Filed with Amendment No. 4 to the Schedule 13D
⁽⁵⁾	Filed with Amendment No. 5 to the Schedule 13D
⁽⁶⁾	Filed with Amendment No. 6 to the Schedule 13D
⁽⁷⁾	Filed with Amendment No. 7 to the Schedule 13D
⁽⁸⁾	Filed with Amendment No. 8 to the Schedule 13D
⁽⁹⁾	Filed with Amendment No. 9 to the Schedule 13D
⁽¹⁰⁾	Filed with Amendment No. 10 to the Schedule 13D
⁽¹¹⁾	Filed with Amendment No. 11 to the Schedule 13D
⁽¹²⁾	Filed with Amendment No. 12 to the Schedule 13D
⁽¹³⁾	Filed with Amendment No. 13 to the Schedule 13D
⁽¹⁴⁾	Filed with Amendment No. 14 to the Schedule 13D
⁽¹⁵⁾	Filed with Amendment No. 15 to the Schedule 13D

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EX-10.17 2 exhibit10171.htm exhibit10171.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 10.17

AGREEMENT

by and among

ENEL S.p.A.

ACCIONA, S.A.

and

E.ON AG

CONTENTS

1.	Certain definitions			3
	1.1	Definitions		3
	1.2	Other Definitional and Interpretive Matters		7

2.	Scope of the Agreement			8

3.	Undertakings of E.ON in respect of the E.ON Tender Offer			8
	3.1	Undertaking relating to the E.ON Tender Offer		8
	3.2	Standstill		9

4.	Transfer of Endesa Europa Shares			9
	4.1	Undertakings of the Investors		9
	4.2	Integrity		11
	4.3	Endesa Europa Carve-Out		11
	4.4	Determination of the Endesa Europa Enterprise Value		12
		4.4.1	Valuation methodologies	12
		4.4.2	Valuation process	12
	4.5	Determination of the Endesa Europa Final Net Debt		13
		4.5.1	Closing Accounts	13
		4.5.2	Access	14
		4.5.3	No disagreement	14
		4.5.4	Notice of Disagreement	14
		4.5.5	Tasks of the Independent Accountant	14

5.	Transfer of the Additional Assets			15
	5.1	Undertakings of the Investors		15
	5.2	Price for the Additional Assets		16
	5.3	Determination of the Price for the Additional Assets		16

6.	Transfer of the Viesgo Shares			16
	6.1	Undertakings of Enel and E.ON		16
	6.2	Escrow		17
	6.3	Viesgo Carve-Out		17
	6.4	Determination of the Viesgo Companies Enterprise Value		18
	6.5	Determination of the Viesgo Companies Final Net Debt		18

7.	Interim Management of the Viesgo Companies			18
	7.1	Undertakings of Enel		18
	7.2	Procedure for E.ON’s Consent		19
	7.3	Certain Rights of E.ON		20

8.	Conditions Precedent			20
	8.1	Conditions Precedent		20
	8.2	Investors Tender Offer, Clearance and Approval		21
	8.3	Effects		21

9.	Closing			22
	9.1	Date and Place of Closing		22
	9.2	Deliveries at Closing		22
	9.3	Remedies		23
	9.4	One Transaction		23

10.	Representations, Warranties and undertakings of the Investors			24
	10.1	Undertakings of Enel		24
		10.1.1	Organization and Standing	24
		10.1.2	Authorization	24
		10.1.3	No Conflict	24
		10.1.4	Share Capital of the Viesgo Companies	25
		10.1.5	Ownership	25
		10.1.6	Viesgo Companies Financial Statements	25
		10.1.7	No Brokers	25
	10.2	Undertakings of Acciona		25
		10.2.1	Organization and Standing	25
		10.2.2	Authorization	25
		10.2.3	No Conflict	25
		10.2.4	No Brokers	26
	10.3	Undertakings of the Investors		26
	10.4	Accuracy as at the Closing Date		26
	10.5	No other representations and warranties. No inducement or reliance		26

11.	Representations and Warranties of E.ON			27
	11.1	Undertaking of E.ON		27
		11.1.1	Organization and Standing	27
		11.1.2	Authorization	27
		11.1.3	No Conflict	27
		11.1.4	No Brokers	27
	11.2	Accuracy as of the Closing Date		28
	11.3	No other representations and warranties. No inducement or reliance		28

12.	Indemnity Obligations			28
	12.1	Indemnity Obligation of the Investors		28
	12.2	Exclusive Remedy for breach of Reprentations and Warranties		29
	12.3	Indemnity Obligation of E.ON		30

13.	Litigation withdrawal, Release of Claims			30

14.	Other covenants and undertakings			31
	14.1	Indemnity of Directors		31
	14.2	Absence of Non Competition Covenants		31
	14.3	Sharing of Liabilities		31

15.	Confidentiality			32
	15.1	Confidential Information		32
	15.2	Announcements		32

16.	Miscellaneous Provisions		32
	16.1	Compliance by the Affiliates	32
	16.2	Survival	32
	16.3	Changes in Writing	32
	16.4	Assignment; No Third Party Beneficiaries	33
	16.5	Notices	33
	16.6	Payments	34
	16.7	Delayed Payments and Interest	34
	16.8	Right to Designate	35
	16.9	Language	35
	16.10	Taxes and Other Expenses	35
	16.11	Severability	36
	16.12	Further Assurances	36
	16.13	Applicable Law	37

17.	Arbitration		37
	17.1	Appointment of Arbitrators	37
	17.2	Arbitration Expenses	37
	17.3	Election of Domicile	37
	17.4	Interim Measures	37

SCHEDULES

No.		Schedule
4.2.1		Integrity
5.1.1(a)(i)		Additional Assets
5.1.1(a)(ii)		Main Terms of the Drawing Rights Agreement
6.2(a)		Escrow Agreement
7.1.1		Permitted Investments
10.1.6		Viesgo Companies Financial Statements

III

AGREEMENT

This agreement (the Agreement) is entered into on April 2, 2007 in Madrid by and among:

ENEL S.p.A., an Italian corporation having its registered office in Rome (Italy), at 137, Viale Regina Margherita, registered at no. 00811720580 on the Camera di Commercio Industria Artigiano Agricoltura, acting by its Chief Executive Officer, Mr. Fulvio Conti, duly authorized to execute this Agreement by virtue of the resolution of the board of directors dated April 2, 2007 (Enel)

ACCIONA, S.A., a Spanish corporation having its registered office in Alcobendas (Madrid, Spain), at 18, Avenida de Europa, registered on the Registro Mercantil of Madrid at tomo 13.351, libro 0, folio 9, hoja M-216.384, acting by its Chairman, Mr. José Manuel Entrecanales, duly authorized to execute this Agreement (Acciona and, together with Enel, the Investors and each an Investor)

- of the first part -

E.ON AG, a German corporation having its registered office in Düsseldorf, Germany, at E.ON-Platz, 1, D-40479, an issued share capital of € 1,799,200,000.00, registered at no. HRB 22315 of the Commercial Registry (Handelsregister) of the local court of Düsseldorf, Germany, acting by its Chief Executive Officer, Mr. Wulf H. Bernotat, duly authorized to execute this Agreement by virtue of the resolution of the executive board dated April 2, 2007 (E.ON and, together with the Investors, the Parties and each a Party)

- of the second part -

RECITALS

A.	Over the last eighteen months, different projects regarding Endesa (as defined below)
	have emerged, initiated by a first tender offer, subsequent tender offer by E.ON, the
	acquisition of an equity stake by Acciona with the aim of being a key shareholder, the
	acquisition of an equity stake by Enel and, lately, the shared management project of
	Acciona and Enel agreed in the last days. As of the date hereof, two projects for
	Endesa are still in play:

	(i)	the integration project put forward by E.ON by launching a tender offer over
		all the Endesa Shares (as defined below) (the E.ON Tender Offer). Such
		tender offer - after many well-known developments - is about to expire: the
		acceptance period currently ends on April 3, 2007 for the Spanish offer and on
		April 6, 2007 for the U.S. offer. The basic principles of E.ON’s project are
		described in the E.ON Tender Offer prospectus approved by the CNMV on
		November 16, 2006 (as subsequently amended). The E.ON Tender Offer is
		conditional upon, inter alia, E.ON acquiring 50.01% (fifty point zero one
		percent) of the Endesa Shares (the Tender Offer Condition); and

	(ii)	the project for the joint management of Endesa proposed by Acciona and
		Enel, which have recently become Endesa’s main shareholders. The bases of
		this project are described in the agreement entered into by the aforementioned

		shareholders, and disclosed to the market on March 27, 2007 (the Agreement
		with respect to Endesa Shares). Such agreement also envisages the launching
		of a joint tender offer by Acciona and Enel in the future, prior to the
		implementation of the shared-management project proposed by Acciona and
		Enel (the Investors Tender Offer).

B.	The Parties acknowledge that the actions adopted to promote and defend their
	respective projects have led to a business and legal confrontation, which threatens to
	become permanent, to the detriment of Endesa and all of its shareholders.
	Accordingly, the Parties have decided to solve and settle their conflicts and
	controversies by entering into this Agreement, whose aim is to dissipate the
	uncertainties and unsteadiness that could compromise Endesa’s future development
	and would likely adversely affect the success, operations and financial performance of
	Endesa, if continued into the indefinite future, thereby potentially adversely affecting
	the value of the Endesa Shares.

	The Parties have made this Agreement possible by relinquishing some of their initial
	objectives. The Agreement is therefore based on reciprocal concessions and
	compromises intended to prevent the indefinite extension of an intra-corporate
	conflict. By joining together in this way with respect to their pending projects and
	initiatives for Endesa, Acciona and Enel and E.ON will together achieve for their
	benefit and the benefit of Endesa and its shareholders what could not be achieved
	separately. The settlement is shaped around two basic undertakings:

	(i)	E.ON´s undertaking not to waive the Tender Offer Condition; and

	(ii)	Acciona´s and Enel´s undertaking to submit to Endesa´s decision making
		bodies (and, particularly, its shareholders´meeting) - and to support in such
		bodies - the sale to E.ON of certain assets.

	This sale will allow E.ON to gain a presence in the energy sector in Southern Europe
	and, therefore, to partially achieve the strategic objectives that led it to pursue a tender
	offer for Endesa without compromising its industrial project.

C.	The settlement contemplated in this Agreement intends to safeguard all the interests -
	collective, public and private - involved in a company with the relevance and magnitude
	of Endesa. In fact, besides the satisfaction of their legitimate interests, the Parties
	believe the Agreement will benefit:

	(i)	the minority shareholders interests because E.ON´s undertaking not to waive
		the Tender Offer Condition will allow Acciona and Enel to accelerate the
		launching of the Investors Tender Offer at a higher price (at least Euro 41 plus
		interest) as compared to the time when it might otherwise originally have been
		launched. In fact, the six-month moratorium established in the CNMV´s
		resolution issued on March 23, 2007 will not apply if E.ON does not complete
		the E.ON Tender Offer due to the non-satisfaction of the Tender Offer
		Condition. As a result, Endesa’s shareholders will be able to benefit from an
		offer at a higher price than E.ON was willing to pay and without the delay that

		might otherwise have been imposed on the superior offer by Acciona and
		Enel;

	(ii)	the electricity market interests, because the divestments provided for under the
		Agreement, consisting in sales to E.ON of assets in countries where Enel
		and/or Acciona have already a significant presence, may anticipate the solution
		of any requirement which may be imposed by the competent antitrust
		authorities, as well as contribute to invigorating and improving the level of
		workable competition within it. This effect can be appreciated from, at least,
		two perspectives: (a) the strengthening of the competitiveness of the secondary
		players and (b) the market share reduction of the first player, which has been
		regarded as potentially high by antitrust authorities, but without undermining
		Endesa’s status as a major enterprise of importance to the Spanish economy;

	(iii)	the interests of Endesa because the Agreement is expected to
		facilitate the management of Endesa to guarantee the
		functioning of its corporate bodies (which otherwise would be exposed to a
		deadlock risk) and to dissipate the uncertainties that may jeopardize or make
		difficult its strategic planning. It should also be noted that a significant portion
		of the divestments contemplated by the Agreement would otherwise be
		required on regulatory grounds and in any event will not adversely impact the
		ongoing operations of Endesa.

Based upon the foregoing, the Parties have agreed to enter into this Agreement and to abide by
the provisions set forth below.

1.	CERTAIN DEFINITIONS

1.1	Definitions

	In addition to the other terms defined elsewhere in this Agreement, the following
	terms shall have the meanings ascribed to them below for the purpose of this
	Agreement.

	Accounting Principles: means: (i) with respect to the Viesgo Companies (as defined
	below): (1) for the purposes of Section 10.1.6 the Spanish accounting principles set forth in the general plan for
	accountability as modified by the Royal Decree 437/1998 for the companies operating
	in the electricity sector; (2) for any other purposes, the accounting principles prepares by the International
	Accounting Standards Board (I.A.S.B); and (ii) with respect to Endesa Europa (as defined below), the
	accounting principles prepared by the International Accounting Standards Board (I.A.S.B.).

	Additional Assets: shall have the meaning set forth in section 5.1.1(a)(i).

	Affiliate: means with respect to any Person (as defined below), a Person directly or
	indirectly controlling, controlled by or under common control with (as defined below),
	such Person.

Affiliated Parties: shall have the meaning set forth in section 13(a).

Agreed Rate: means an interest rate per annum corresponding to the interbank offered rate for 3 (three) months Euro deposits shown at page EURIBOR01 of Reuters (or such other page as may replace that page) as being applicable on the 1^st (first) Business Day (as defined below) of each 3 (three) month period (or fraction thereof) in respect of which interest shall be payable pursuant to this Agreement, it being agreed that, for the purposes of this Agreement, interest shall be computed on the basis of the number of days actually elapsed divided by 365.

Agreement: means this agreement, including the recitals and schedules.

Agreement with respect to Endesa Shares: shall have the meaning set forth in Recital A.

Approval: shall have the meaning set forth in section 8.1.1(d) .

Business Day: means any calendar day other than Saturdays, Sundays and any other days on which credit institutions are authorized to close in Madrid.

Caja Madrid: shall have the meaning set forth in section 3.2.2.

Certificate: shall have the meaning set forth in section 4.5.1(b) .

Claim: shall have the meaning set forth in section 13(a).

Clearance: shall have the meaning set forth in section 8.1.1(c) .

Closing: means the transfer of the Viesgo Shares (as defined below), the Additional Assets (as defined below) and the Endesa Europa Shares (as defined below), the payment of the Provisional Price for the Viesgo Shares (as defined below), the Price for the Additional Assets (as defined below) and the Provisional Price for the Endesa Europa Shares (as defined below) and, in general, the execution and exchange of all documents and agreements and the performance and consummation of all obligations and transactions, respectively required to be executed and exchanged and performed and consummated on the Closing Date (as defined below) pursuant to this Agreement.

Closing Balance Sheet: shall have the meaning set forth in section 4.5.1(a) .

Closing Date: means the 20^th (twentieth) Business Day following the date on which the last of the conditions precedent set forth in section 8.1 is satisfied or waived, or such other date the Parties may agree.

Conditions Precedent: shall have the meaning set forth in section 8.1.1(d) .

control, controlling and controlled: refer to any relationship existing between a Person and any other Person(s), whether through a participation in the share capital, or in the managing bodies or otherwise, that allows the first Person to exert a determining influence or even a significant influence over the other Person(s).

Designated Representative: shall have the meaning set forth in section 7.2.1.

Disputed Matters: shall have the meaning set forth in section 4.5.4(b) .

Drawing Rights Agreement: shall have the meaning set forth in section 5.1.1(a)(ii).

Effective Control: means: (i) the acquisition by the Investors, directly or indirectly, of ordinary shares in the aggregate representing at least 50% (fifty percent) plus 1 (one)

share of the outstanding share capital of Endesa and voting rights exercisable in the shareholders meeting and (ii) the appointment by the Investors of the majority of the board members of Endesa.

Effective Date: shall have the meaning set forth in section 4.4.2(a) .

Engagement Letter: shall have the meaning set forth in section 4.5.4(b) .

Endesa: means Endesa, S.A.

Endesa Europa: means Endesa Europa, S.L.

Endesa Europa Carved-Out Assets: shall have the meaning set forth in section 4.3.1.

Endesa Europa Enterprise Value: shall have the meaning set forth in section 4.1.2.

Endesa Europa Final Enterprise Value: shall have the meaning set forth in section 4.4.2(e) .

Endesa Europa Final Net Debt: shall have the meaning set forth in section 4.1.3(b) .

Endesa Europa Provisional Net Debt: shall have the meaning set forth in section 4.1.4.

Endesa Europa Shares: means all of the ordinary shares, representing 100% (one hundred percent) of the issued and outstanding share capital and voting rights of Endesa Europa, owned by Endesa.

Endesa Shares: means the ordinary shares of Endesa.

Enterprise Value: means the fair market value calculated in accordance with the Valuation Methodology (as defined in section 4.4.1) on a cash/debt free basis.

E.ON Tender Offer: shall have the meaning set forth in Recital A.

Escrow Agent: means the financial institution of internationally recognised standing and experience (i) appointed jointly by the Parties or, in case of disagreement of the Parties within 10 (ten) Business Days of the written request from any Party, (ii) elected by lot among the financial institutions of internationally recognised standing and experience designated by each of the Investors and E.ON.

Escrow Agreement: shall have the meaning set forth in section 6.2(a) .

Governmental Body: means any legislative, executive or judicial unit of any governmental entity (foreign, federal, state or local) or any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof.

Independent Accountant: means the firm of independent certified public accountants (i) agreed by the Parties; or, if the Parties fail to agree on its appointment

within 20 (twenty) Business Days of the written request from any Party, (ii) elected by lot among the firms of independent certified public accountants designated by each of the Investors and E.ON, provided that they belong to the so-called “Big Four” group.

Interim Period: shall have the meaning set forth in section 7.1.1.

Law: means any national, federal, state, provincial or local law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree.

Litigation Party: shall have the meaning set forth in section 13.

Matters: shall have the meaning set forth in section 13(a).

Net Debt: means, on a consolidated basis, the financial indebtedness as of the Closing Date less the cash and other cash equivalents as of the same date.

Notice of Disagreement: shall have the meaning set forth in section 4.5.4(a) .

Person: means any individual, corporation, partnership, firm, association, unincorporated organization or other entity.

Price for the Additional Assets: shall have the meaning set forth in section 5.2.1.

Price for the Endesa Europa Shares: shall have the meaning set forth in section 4.1.2.

Price for the Viesgo Shares: shall have the meaning set forth in section 6.1.2.

Provisional Price for the Endesa Europa Shares: shall have the meaning set forth in section 4.1.3(a) .

Provisional Price for the Viesgo Shares: shall have the meaning set forth in section 6.1.3(a) .

Tender Offer Condition: shall have the meaning set forth in Recital A.

Valuation Methodology: shall have the meaning set forth in section 4.4.1(a) .

Viesgo Carved-Out Asset: shall have the meaning set forth in section 6.3.

Viesgo Companies: means, collectively, Enel Viesgo Generación, S.L., Enel Viesgo Servicios, S.L. and Electra de Viesgo Distribución, S.L.

Viesgo Companies Enterprise Value: shall have the meaning set forth in section 6.1.2.

Viesgo Companies Final Enterprise Value: shall have the meaning set forth in section 6.4.2.

Viesgo Companies Final Net Debt: shall have the meaning set forth in section

6.1.3(b) .

Viesgo Companies Provisional Net Debt: shall have the meaning set forth in section 6.1.4.

Viesgo Shares: means, collectively, (i) all of the ordinary shares, representing 100% of the issued and outstanding share capital and voting rights of Enel Viesgo Generación, S.L., owned by Enel Produzione S.p.A., (ii) all of the ordinary shares, representing 100% of the issued and outstanding share capital and voting rights of Enel Viesgo Servicios, S.L., owned by Enel (60%), Enel Produzione S.p.A. (20%) and Enel Distribuzione S.p.A. (20%) and (iii) all of the ordinary shares, representing 100% of the issued and outstanding share capital and voting rights of Electra de Viesgo Distribución, S.L., owned by Enel Distribuzione S.p.A.

1.2	Other Definitional and Interpretive Matters

	Unless otherwise expressly provided, for the purposes of this Agreement the following
	rules of interpretation shall apply.

	(a)	Calculation of Time Period. When calculating the period of days before which,
		by which or following which any act is to be done or any step is to be taken
		pursuant to this Agreement, the day that is the reference date in calculating
		such period shall be excluded. If the last day of such period is not a Business
		Day, the relevant period shall end on the next following Business Day.

	(b)	Gender and Number. Any reference in this Agreement to gender shall include
		all genders, and words imparting the singular number only shall be deemed to
		include the plural and vice versa.

	(c)	Headings. The provision of a table of contents, the division of this Agreement
		into articles, sections, paragraphs and other subdivisions and the insertion of
		headings are for convenience of reference only and shall not affect or be
		utilized in construing or interpreting this Agreement.

	(d)	Paragraph/Section/Article. All references in this Agreement to any
		“paragraph”, “section” and/or “article” are to the corresponding paragraph,
		section and/or article, respectively, of this Agreement unless otherwise
		specified.

	(e)	Herein and similar. The words such as “herein,” “hereinafter,” “hereof,” and
		“hereunder” refer to this Agreement as a whole and not merely to a subdivision
		in which such words appear, unless the context otherwise requires.

	(f)	Including. The word “including” or any variation thereof means “including,
		without limitation” and shall not be construed to limit any general statement to
		the specific or similar items or matters immediately following it.


	(g)	Schedules. The schedules attached to this Agreement shall be construed with
		and as an integral part of this Agreement to the same extent as if they had been

		set forth verbatim herein.

	(h)	Adverse Construction. Since all the Parties have participated in the drafting and
		negotiation of this Agreement, the language throughout this Agreement shall in
		all cases be construed as a whole, in accordance with fair meaning and without
		applying the principle according to which the terms of an agreement shall be
		construed against the party who has prepared it.

2.	SCOPE OF THE AGREEMENT

	Through this Agreement, the Parties wish to set forth, inter alia, the terms and
	conditions upon which:

	(a)	E.ON shall not waive the Tender Offer Condition and shall undertake not to
		acquire any Endesa Shares other than through the E.ON Tender Offer nor to
		launch any other tender offer to acquire any Endesa Shares in the 4 (four) years
		following the date hereof;

	(b)	the Investors shall submit to the Endesa corporate bodies the proposal of
		selling to E.ON the Endesa Europa Shares and the Additional Assets (as
		defined below) on the Closing Date and shall exercise their rights as
		shareholders in Endesa to support such proposal and finally shall cause Endesa
		to transfer the Endesa Europa Shares and the Additional Assets, and E.ON
		shall undertake to acquire from Endesa the Endesa Europa Shares and the
		Additional Assets;

	(c)	after the transfer of the Viesgo Carved-Out Asset, Enel shall sell (and cause its
		Affiliates to sell) to E.ON, and E.ON shall acquire from Enel (and from its
		Affiliates), the Viesgo Shares;

	(d)	E.ON, on the one part, and the Investors, on the other part, shall release and
		waive any claims (and terminate all litigations) they may have against each other
		relating to Endesa Shares and related matters other than claims for breach of
		this Agreement.

3.	UNDERTAKINGS OF E.ON IN RESPECT OF THE E.ON TENDER OFFER

3.1	Undertaking relating to the E.ON Tender Offer

3.1.1	E.ON undertakes, effective as from the date hereof: (a) not to waive the Tender Offer
	Condition; (b) in case E.ON does not acquire through the E.ON Tender Offer at least
	50.01% (fifty point zero one percent) of the Endesa Shares, to desist from the E.ON
	Tender Offer and (c) to inform the market of the undertakings under (a) and (b)
	immediately following the execution of this Agreement.

3.1.2	Should the Tender Offer Condition be satisfied, this Agreement will automatically
	terminate, and the Parties shall be released from all obligations hereunder except for: (i)
	any rights or obligations arising under article 15, section 16.5, section 16.13 and article

	17; and (ii) any rights or obligations arising in connection with any breach of this
	Agreement.

3.2	Standstill

3.2.1	In consideration for the Investors’ understandings and agreements set forth herein,
	E.ON irrevocably undertakes, effective as from the date hereof, and until the 4^th
	(fourth) anniversary of the date hereof:

	(a)	not to acquire, solicit, encourage, recommend, offer to acquire any Endesa
		Shares (nor in holding companies the acquisition of which seeks as the main
		purpose the indirect acquisition of Endesa Shares), nor to enter into any
		derivative transaction relating to the Endesa Shares, nor to enter into any other
		agreement and/or arrangement aimed at acquiring title to, or the voting rights
		of, any Endesa Shares (nor in holding companies the acquisition of which seeks
		as the main purpose the indirect acquisition of Endesa Shares), other than
		through the E.ON Tender Offer if the minimum acceptance condition is
		satisfied;

	(b)	not to induce any third party to take any of the actions referred to in paragraph
		(a) preceding; and

	(c)	not to launch any tender offer, whether total or partial, nor to enter into any
		agreement or arrangement, nor to do other things, nor to take other actions
		which may give rise to, or result in, an obligation of E.ON to launch a tender
		offer to acquire any Endesa Shares.

3.2.2	Anything in section 3.2.1 to the contrary notwithstanding, E.ON undertakes to release,
	effective as of the date hereof, and to inform of such release to, Caja de Ahorros y
	Monte de Piedad de Madrid, S.A. (Caja Madrid) from any of its obligations under the
	equity swap agreement entered into on March 27, 2007 and in any event not to
	purchase, except through the E.ON Tender Offer, from Caja Madrid any and all the
	shares held by the latter by exercising the rights under such equity swap agreement.

4.	TRANSFER OF ENDESA EUROPA SHARES

4.1	Undertakings of the Investors

4.1.1	Upon the terms and conditions set out below, the Investors shall submit to the Endesa
	corporate bodies (including the shareholders meeting) the proposal of selling to E.ON
	the Endesa Europa Shares on the Closing Date and shall exercise their rights as
	shareholders in Endesa to support such proposal, and finally shall cause Endesa to sell
	the Endesa Europa Shares, and E.ON shall acquire the Endesa Europa Shares from
	Endesa in consideration for the Price for the Endesa Europa Shares.

4.1.2	As consideration for the purchase and sale of all the Endesa Europa Shares, E.ON
	shall pay to Endesa an amount equal to the Enterprise Value of Endesa Europa (the
	Endesa Europa Enterprise Value) less the Endesa Europa Final Net Debt (as defined
	below) if the debt exceeds the cash, or plus the Endesa Europa Provisional Debt if the

	cash exceeds the debt, as determined in accordance with the provisions of
	sections 4.4 and 4.5 below (the Price for the Endesa Europa Shares).

4.1.3	The Price for the Endesa Europa Shares shall be paid as follows:

	(a)	at Closing, E.ON shall pay to Endesa an amount equal to the Endesa Europa
		Final Enterprise Value (as defined below) less the Endesa Europa Provisional
		Net Debt (as defined below) (the Provisional Price for the Endesa Europa
		Shares);

	(b)	within 5 (five) Business Days after the definitive determination of the Net Debt
		of Endesa Europa as of the Closing Date in accordance with the provisions of
		section 4.5 (the Endesa Europa Final Net Debt):

		(i)	E.ON shall pay to Endesa an amount equal to the difference (if
			positive) between (1) the Endesa Europa Provisional Net Debt and (2)
			the Endesa Europa Final Net Debt; or

		(ii)	Endesa shall pay to E.ON an amount equal to the difference (if
			negative) between (1) the Endesa Europa Provisional Net Debt and (2)
			the Endesa Europa Final Net Debt.

4.1.4	With the sole purpose of determining the Price for the Endesa Europa Shares to be
	paid at Closing, the Endesa Europa Provisional Net Debt shall mean an amount
	equal to the Net Debt of Endesa Europa resulting from the latest available accounts. It
	is agreed and understood that the Endesa Europa Provisional Net Debt shall not bind
	the Independent Accountant in the determination of the Endesa Europa Final Net
	Debt.

4.1.5	In the event that the direct sale of the Endesa Europa Shares is not taxed as the Parties
	have assumed that it is taxable, i.e., as the sale of equity participations in an ETVE that
	owns only assets that satisfy the legal requisites for the application of the tax exemption
	to the sale of the equity participations, for a period of 30 (thirty) Business Days
	following receipt of the notice from the Investors, the Parties shall negotiate in good
	faith mutually satisfactory alternatives aimed at minimizing the taxes resulting from the
	transfer of Endesa Europa to E.ON. In no event the alternative structure may result in
	the direct sale of the assets owned by Endesa Europa to E.ON.

4.1.6	The notice of the Investors referred to in section 4.1.5 above shall be given to E.ON
	by and no later than the date on which the last of the Conditions Precedent has
	occurred, it being understood that in such case the Closing Date shall be postponed to
	the later of (a) the expiration of the 30-day period referred to in section 4.1.5 above and
	(b) the 20 (twentieth) Business Day after the execution by the Parties of the agreement
	concerning the selected alternative structure for the transfer of Endesa Europa.

4.2	Integrity

4.2.1	Except as provided in schedule 4.2.1 attached hereto, E.ON acknowledges that:

	(a)	neither the Investors nor Endesa shall be responsible for obtaining any
		consent, complying with any requirement of prior notification, or taking any
		other action with respect to any “change of control” or “pre-emption right”
		provision or any provision entitling any Person to request damages (or other
		amounts for any title whatsoever) under, terminate, cancel or accelerate any
		agreement or instrument which Endesa, Endesa Europa or any of their
		Affiliates is bound by or party to, as a consequence of the transactions
		contemplated hereby (if any); and

	(b)	E.ON will take whatever steps it deems necessary in this respect either prior to
		or after the Closing, in its sole discretion, and the Investors shall cooperate, to
		any extent reasonably requested by E.ON, with E.ON (including allowing
		E.ON to contact and/or liaise with the relevant managers of the Endesa,
		Endesa Europa and their Affiliates) in order for the same to obtain any such
		consent, comply with any such requirement of prior notification or take any
		such action as soon as possible after the date hereof.

4.2.2	Each of the Investors will not be obliged to incur any expense in performing its
	obligations under section 4.2.1 unless and until it has been put in funds by E.ON for
	the Investors covering the full amount of such expenses or E.ON has indemnified the
	Investors for the full amount of such expenses and any associated losses to the
	reasonable satisfaction of the Investors.

4.3	Endesa Europa Carve-Out

4.3.1	E.On acknowledges that during the Interim Period the Investors will have the right to
	cause Endesa Europa to transfer, prior to the Closing Date, to Endesa (or any
	company designated by the same) any assets that do not pertain to the businesses
	developed and located in Italy, France, Poland or Turkey (including, among the assets
	pertaining to a specific country, the trading subsidiary or establishment especially and
	exclusively devoted to trading in, or for, such specific country) (collectively, the
	Endesa Europa Carved-Out Assets) To such effect, the Investors will have the
	right to request the appropriate corporate bodies of Endesa Europa and its Affiliates to
	pass such resolutions and take such other actions as shall be necessary, under
	applicable Laws, to transfer the Endesa Europa Carved-Out Assets. For the avoidance
	of doubt, the 50% participation held by Endesa Europa in Scandale, the 50%
	participation held by Endesa Europa in Ergon and the shareholding held by Endesa
	Europa in the regassification plant in Livorno shall not be carved out and will remain
	with Endesa Europa on the Closing Date.

4.3.2	E.ON acknowledges that EDF and Enel have entered into a memorandum of
	understanding for the transfer of the 35% participation held in SNET from EDF and
	Charbonnage de France to Enel. To the extent that Endesa Europa holds any pre-
	emption rights over such participation, Endesa Europa will be entitled to exercise such
	rights. If no pre-emption rights exist, Endesa Europa shall not take any action which
	may affect the transfer of such participation to Enel.

4.4	Determination of the Endesa Europa Enterprise Value

4.4.1	Valuation methodologies

	(a)	The Parties agree that the Endesa Europa Enteprise Value shall be the fair
		market value based on a discounted cash flows valuation consistent with: (i)
		precedent comparable transaction multiples, (ii) comparable companies trading
		multiples, and (iii) other methodologies generally accepted by the professional
		international practice to ensure that the valuations adequately reflect the
		characteristics and prospects of companies operating in the energy sector (the
		Valuation Methodology).

	(b)	It is understood that:

		(i)	the discounted cash flows valuation shall be conducted on a post-tax
			pre finance cash flow basis; and

		(ii)	the Endesa Europa Carved-Out Assets shall not be considered within
			Endesa Europa for the purposes of determining the Endesa Europa
			Enterprise Value.

4.4.2	Valuation process

	(a)	As soon as reasonably practicable after the date on which the Investors have
		obtained Effective Control (the Effective Date), Enel and Acciona, on the one
		hand, and E.ON, on the other hand, shall each appoint an investment bank of
		internationally recognized standing and experience in the European M&A
		market (as a reference, the European M&A ranking by transaction volume of
		the last 3 (three) years will be used) to determine, during a period of 30 (thirty)
		Business Days following the appointment of all such investment banks, the
		Endesa Europa Enterprise Value in accordance with the Valuation
		Methodology.

	(b)	In the event that the Endesa Europa Enterprise Value as determined by the
		two investment banks differs by less than 10% (ten percent), the Endesa
		Europa Enterprise Value shall be equal to the average between the Endesa
		Europa Enterprise Value set out in the two valuations made by the two
		investment banks and such value shall be final and binding upon the Parties for
		the purposes of this Agreement.

	(c)	In the event that the Endesa Europa Enterprise Value as determined by the
		two investment banks differs by more than 10% (ten percent), a third
		investment bank of internationally recognised standing and experience in the
		European M&A market (as a reference, the European M&A ranking by
		transaction volume of the last 3 (three) years will be used) shall be appointed
		jointly by the Parties or, in case of disagreement of the Parties within 20
		(twenty) Business Days of the written request from any Party, shall be elected
		by lot among 6 (six) investment banks meeting such qualification requirements,

		of which 3 (three) will be designated by the Investors and 3 (three) by E.ON.
		The third investment bank, during a period of 30 (thirty) Business Days, shall
		make its own determination of the Endesa Europa Enterprise Value in
		accordance with the Valuation Methodology.

	(d)	The Endesa Europa Enterprise Value shall be equal to the average between the
		Endesa Europa Enterprise Value as determined by the third investment bank
		and the Endesa Europa Enterprise Value as determined by the investment
		bank whose valuation is closer to the valuation of the third investment bank,
		and such value shall be final and binding upon the Parties for the purposes of
		this Agreement.

	(e)	The Endesa Europa Enterprise Value as determined in accordance with
		provisions of paragraphs (b) and (d) shall be referred to as the Endesa Europa
		Final Enterprise Value.

	(f)	The determination of the Endesa Europa Enterprise Value in accordance with
		the paragraphs preceding will remain valid for a 12-month period from the
		reference date used for valuation purposes, after which period a new
		determination will be required.

	(g)	Within 10 (ten) Business Days of the communication of the Endesa Europa
		Enterprise Value to E.ON, E.ON will have the right not to purchase the
		Endesa Europa Shares (right which will not entitle E.ON to purchase only a
		portion thereof) by giving written notice to the Investors.

4.5	Determination of the Endesa Europa Final Net Debt

4.5.1	Closing Accounts

	(a)	As soon as practicable, and in any event within 30 (thirty) Business Days of the
		Closing Date, the Investors shall prepare and deliver to E.ON the balance
		sheet of Endesa Europa as at the Closing Date, prepared in accordance with
		the Accounting Principles consistently applied (the Closing Balance Sheet).
		The Parties expressly acknowledge and agree that the Closing Balance Sheet
		shall be prepared for the sole purpose of finally determining the Endesa
		Europa Final Net Debt.

	(b)	Together with the Closing Balance Sheet, the Investors shall prepare and
		deliver to E.ON a certificate (the Certificate) setting forth the Endesa Europa
		Final Net Debt.

4.5.2	Access

	For the preparation of the Closing Balance Sheet, the Parties agree that after the
	Closing Date:

	(a)	the Investors and their representatives, auditors and other advisors shall be

		provided with reasonable access to all relevant books, records and working
		papers (including those of the accountants and auditors of Endesa Europa and
		its Affiliates) necessary to prepare the Closing Balance Sheet;

	(b)	E.ON and its management, employees, auditors and other advisors shall not
		interfere with, and shall reasonably assist the Investors and their
		representatives, auditors and other advisors in connection with the preparation
		of the Closing Balance Sheet;

	(c)	E.ON shall procure that the management and employees of, and the auditors
		and other advisors to, Endesa Europa and its Affiliates, do not interfere with,
		and support to the greatest extent reasonably required by the Investors and
		their representatives, the Investors’ auditors and other advisors in connection
		with the preparation of the Closing Balance Sheet.

4.5.3	No disagreement

	If, within 30 (thirty) Business Days of the delivery to E.ON by the Investors of the
	Closing Balance Sheet and the Certificate in accordance with sections 4.5.1(a) and
	4.5.1(b), no notice of disagreement is delivered by E.ON to the Investors in
	accordance with section 4.5.4, then the Closing Balance Sheet and the determination of
	the Net Debt as set forth in the Certificate, shall be final and binding on the Parties.

4.5.4	Notice of Disagreement

	(a)	In the event that E.ON disagrees with the content of the Certificate, E.ON
		shall, within 30 (thirty) Business Days of the delivery of the Closing Balance
		Sheet and the Certificate in accordance with section 4.5.1, under penalty of
		forfeiture, deliver to the Investors a written notice (the Notice of
		Disagreement) specifying in reasonable detail the items, the nature and the
		reasons of any and all such disagreements and, in particular, the amount by
		which and the reasons why E.ON believes that the Endesa Europa Final Net
		Debt set forth in the Certificate was not correct.

	(b)	Thereafter, E.ON and the Investors shall negotiate in good faith to resolve any
		disagreement. If E.ON and the Investors are unable to reach an amicable
		settlement within 20 (twenty) Business Days of the delivery of the Notice of
		Disagreement, any disagreement between the Parties (the Disputed Matters)
		will be submitted by the most diligent Party, as exclusive remedy, to the
		Independent Accountant. To this effect, on the Closing Date the Parties shall
		be ready to execute, together with the Independent Accountant, an engagement
		letter (the Engagement Letter).

4.5.5	Tasks of the Independent Accountant

	(a)	Pursuant to the Engagement Letter, upon submission to it of the Disputed
		Matters, the Independent Accountant shall: (i) consider only the Disputed
		Matters (and therefore not make any determination under any circumstances of

		the matters which are not disputed by the Parties); (ii) determine the Disputed
		Matters, in accordance with the Accounting Principles, with the sole purpose
		of calculating the Endesa Europa Final Net Debt, taking into consideration all
		applicable provisions of this Agreement; (iii) summarily justify its
		determination; and (iv) not act as an arbitrator except to the extent strictly
		required to make the determinations contemplated hereby.

	(b)	Pursuant to the Engagement Letter, the Independent Accountant shall, within
		20 (twenty) Business Days of the date on which any Disputed Matters have
been submitted to it under section 4.5.4(b), deliver to the Parties:

		(i)	the Closing Balance Sheet, adjusted to reflect any determination of the
			Independent Accountant on the Disputed Matters; and

		(ii)	a certificate containing the determination by the Independent
			Accountant of the Endesa Europa Final Net Debt, adjusted to reflect
			any determination of the Independent Accountant on the Disputed
			Matters.

	(c)	The Parties agree that the determinations of the Independent Accountant
		pursuant to this section 4.5.5 shall be final and binding upon the Investors and
		E.ON and that the Closing Balance Sheet and the Endesa Europa Final Net
		Debt as determined by the Independent Accountant, shall not be subject to any
		further challenge by the Parties.

	(d)	The costs and expenses of the Independent Accountant shall be borne 50%
		(fifty percent) by the Investors and 50% (fifty percent) by E.ON.

5.	TRANSFER OF THE ADDITIONAL ASSETS

5.1	Undertakings of the Investors

5.1.1	As soon as reasonably practicable after the obtainment of the Effective Control by the
	Investors, the Investors shall:

	(a)	submit to the Endesa corporate bodies the proposal of:

		(i)	selling to E.ON the assets listed in schedule 5.1.1(a)(i) attached hereto
			(the Additional Assets) on the Closing Date, and

		(ii)	entering with E.ON into the drawing rights agreement, the main
			commercial terms of which are attached hereto as schedule 5.1.1(a)(ii)
			(the Drawing Rights Agreement); and

	(b)	exercise their rights as shareholders in Endesa to support such proposals
		and finally cause Endesa to sell the Additional Assets and to enter into the
		Drawing Rights Agreement, in consideration for the price set out in section
		5.2, and E.ON undertakes to acquire the Additional Assets in consideration for
		such price, and to enter into the Drawing Rights Agreement.

5.1.2		The supply of gas to the Additional Assets by Endesa or by third parties under supply
		agreements entered into with Endesa will continue after the Closing Date. If on the
		Closing Date there are supply agreement(s) in effect the exclusive object of which
		is(are) the supply of gas to one or more of the Additional Assets, such specific supply
		agreement(s) shall be assigned to E.ON if legally and contractually possible. The supply
		of gas by Endesa under framework agreements or non-assignable agreements shall
		continue under the same terms and conditions as prior thereto, except that the price
		will be market price, until the earlier of (i) the expiry of the relevant supply agreement
		and (ii) the 5^th(fifth) anniversary of the Closing Date. During that period of 5 (five)
		year, E.ON shall use its best efforts to find alternative sources of supply from the 5^th
		(fifth) anniversary of the Closing Date. Should E.ON fail to find such alternative
		sources of supply, the Parties will negotiate in good faith an extension of supply by
		Endesa at then prevailing market conditions. The economic value attributable to the
		economic terms and conditions of the gas supply to the Additional Assets provided for
		in this section will be taken into account in the calculation of the Price of the
		Additional Assets.

5.1.3		The Parties undertake to negotiate in good faith, and to execute on or prior to the Closing Date,
		the Drawing Rights Agreement on the basis of the main commercial terms referred to in section 5.1.1(a)(ii).

5.2		Price for the Additional Assets

5.2.1		As consideration for the purchase and sale of all the Additional Assets, E.ON shall pay
		to Endesa an amount equal to the fair market value of the Additional Assets, to be
		determined in accordance with the provisions of section 5.3 below (the Price for the
		Additional Assets).

5.2.2		The Price for the Additional Assets shall be paid on the Closing Date.

5.3		Determination of the Price for the Additional Assets

5.3.1		The valuation methodology and process provided for in section 4.4 shall apply, mutatis
		mutandis, to the determination of the Price for the Additional Assets.

5.3.2		Within 10 (ten) Business Days of the communication of the Price for the Additional
		Assets to E.ON, E.ON will have the right not to purchase the Additional Assets (right
		which will not entitle E.ON to purchase only a portion thereof) by giving written
		notice to the Investors.

6.		TRANSFER OF THE VIESGO SHARES

6.1		Undertakings of Enel and E.ON

6.1.1		Upon the terms and conditions set out below, on the Closing Date Enel shall sell, and
		shall cause its Affiliates to sell, the Viesgo Shares to E.ON, and E.ON shall acquire the
		Viesgo Shares from Enel and its Affiliates.

6.1.2		As consideration for the purchase and sale of all the Viesgo Shares, E.ON shall pay to

	Enel and its Affiliates an amount equal to the Enterprise Value of the Viesgo
	Companies (the Viesgo Companies Enterprise Value) less the Viesgo Companies Final
	Net Debt (as defined below) if the debt exceeds the cash, or plus the Viesgo Companies
	Final Debt if the cash exceeds the debt, as determined in accordance with the provisions of
	sections 6.4 and 6.5 (the Price for the Viesgo Shares).

6.1.3	The Price for the Viesgo Shares shall be paid as follows:

	(a)	at Closing, E.ON shall pay to Enel and its Affiliates an amount equal to the
		Viesgo Companies Final Enterprise Value (as defined below) less the Viesgo
		Companies Provisional Net Debt (as defined below) (the Provisional Price
		for the Viesgo Shares);

	(b)	within 5 (five) Business Days after the definitive determination of the Net Debt
		of the Viesgo Companies as of the Closing Date in accordance with the
		provisions of section 6.5 (the Viesgo Companies Final Net Debt) :

		(i)	E.ON shall pay to Enel and its Affiliates an amount equal to the
			difference (if positive) between (1) the Viesgo Companies Provisional
			Net Debt and (2) the Viesgo Companies Final Net Debt; or

		(ii)	Enel shall pay, and shall cause its Affiliates to pay, to E.ON an amount
			equal to the difference (if negative) between (1) the Viesgo Companies
			Provisional Net Debt and (2) the Viesgo Companies Final Net Debt.

6.1.4	With the sole purpose of determining the Provisional Price for the Viesgo Shares to be
	paid at Closing, the Viesgo Companies Provisional Net Debt shall mean an amount
	equal to the Net Debt of the Viesgo Companies resulting from the latest available
	accounts. It is agreed and understood that the Viesgo Companies Provisional Net Debt
	shall not bind the Independent Accountant in the determination of the Viesgo
	Companies Final Net Debt.

6.2	Escrow

	To secure the performance of the obligations set out in section 6.1 above, as soon as
	practicable after the date hereof and in any event no later than 20 (twenty) Business
	Days:

	(a)	Enel and E.ON shall execute with the Escrow Agent an escrow agreement
		regarding the Viesgo Shares in the form attached hereto as schedule 6.2(a) (the
		Escrow Agreement), except for the changes and amendments requested by,
		and agreed with, the Escrow Agent; and

	(b)	Enel shall deliver the documentation relating to the Viesgo Shares required
		under the Escrow Agreement.

6.3	Viesgo Carve-Out

	E.ON acknowledges that during the Interim Period Enel will have the right to cause
	the Viesgo Companies to transfer to Enel (or any company designated by the same) the

	participation held in EUFER S.A. (the Viesgo Carved-Out Asset) prior to
	the Closing Date. To such effect, Enel shall cause the appropriate corporate bodies of
	each of the Viesgo Companies to pass such resolutions and take such other actions as
	shall be necessary, under applicable Laws, to transfer the Viesgo Carved-Out Asset.

6.4	Determination of the Viesgo Companies Enterprise Value

6.4.1	The valuation methodology and process provided for in section 4.4 shall apply, mutatis
	mutandis, to the determination of the Viesgo Companies Enterprise Value. It is
	understood that the Carved-Out Asset shall not be considered within the Viesgo
	Companies for the purposes of determining the Viesgo Companies Enterprise Value.

6.4.2	The Viesgo Companies Enterprise Value as finally determined in accordance with the
	provisions of section 6.4 shall be referred to as the Viesgo Companies Final
	Enterprise Value.

6.4.3	Within 10 (ten) Business Days of the communication of the Viesgo Companies
	Enterprise Value to E.ON, E.ON will have the right not to purchase the Viesgo Shares
	(right which will not entitle E.ON to purchase only a portion thereof) by giving written
	notice to the Investors.

6.5	Determination of the Viesgo Companies Final Net Debt

	The process provided for in section 4.5 shall apply, mutatis mutandis, to the
	determination of the Viesgo Companies Final Net Debt.

7.	INTERIM MANAGEMENT OF THE VIESGO COMPANIES

7.1	Undertakings of Enel

7.1.1	Except for any action, transaction, agreement, investment relating to the projects listed
	in schedule 7.1.1 attached hereto or as otherwise provided for in other clauses of, or
	schedules to, this Agreement or as otherwise approved in writing by E.ON after the
	date hereof (which approval shall not be unreasonably withheld or delayed), during the
	period from the date of this Agreement to the Closing Date (the Interim Period),
	Enel shall take, to the extent permitted by applicable Law, all reasonable steps to cause
	the Viesgo Companies to conduct their business in the ordinary course consistent with
	past practice.

7.1.2	In particular, subject to the aforesaid exceptions, Enel shall cause each of the Viesgo
	Companies not to:

	(a)	carry out any material transactions which are outside the ordinary course of
		business, except for the substitution of intra-group debt with financial debt;

	(b)	acquire or dispose of any participations in the equity of other companies or any
		other interest in an undertaking, or acquire, dispose of or lease (as lessor or
		lessee) any business or substantial segment of business;

	(c)	purchase, sell, transfer, encumber, lease (as lessor or lessee), license (as licensor
		or licensee) or otherwise acquire or dispose of tangible or intangible assets
		(other than inventory) having a fair market value in excess of Euro 50,000,000
		(fifty million);

	(d)	enter into any partnership, joint ventures or strategic alliance;

	(e)	increase the rate of compensation payable or to become payable to any key
		managers, other than increases (i) made generally in accordance with normal
		past practice and in the ordinary course of business, or (ii) mandated by
		applicable Law or collective bargaining (either national or negotiated at
		company’s level) or individual agreement in force as of the date hereof;

	(f)	enter into, amend or terminate an agreement, arrangement or obligation (legally
		enforceable or not) to which any of Enel, Acciona, Endesa and their Affiliates
		is a party;

	(g)	pay any dividend or make any distribution of assets to Enel or its Affiliates; and

	(h)	agree to do any of the foregoing.

7.1.3	Enel shall cause (i) an ordinary shareholders’ meeting of each of the Viesgo Companies
	to be held as soon as praticable after the date hereof for the appointment of a director
	designated by E.ON, it being understood that, as a condition of such appointment,
	such director shall be independent from E.ON and shall enter into a confidentiality
	agreement with Enel, in form and substance satisfactory to Enel and (ii) its Affiliates
	not to revoke the directors so appointed during the Interim Period, except for cause,
	willful misconduct, gross negligence or violation of the confidentiality agreement.

7.1.4	Enel is entitled to retain any key personnel of the Viesgo Companies within Enel or
	Endesa or any of their Affiliates after the Closing Date, provided that, within 45 (forty-five)
	Business Days of the date hereof, Enel notifies E.ON of the names of any such key personnel.

7.2	Procedure for E.ON’s Consent

7.2.1	If, during the Interim Period, Enel intends to cause each of the Viesgo Companies to
	take any of the actions referred to in section 7.1.2 which are not otherwise permitted or
	approved by other provisions of, or schedule to, this Agreement, Enel shall notify in
	writing E.ON’s designated representative whom E.ON will identify in writing within
	and not later than 5 (five) Business Days after the date hereof (the Designated
	Representative). The failure to designate the Designated Representative by E.ON
	shall be regarded as an approval of any action notified by Enel pursuant to this section
	7.2.1.

7.2.2	Any action notified to the Designated Representative as provided in section 7.2.1 in
	respect of which the Designated Representative (if designated in accordance with
	section 7.2.1) does not express its dissent in writing within and not later than 3 (three)
	Business Days from the date of receipt of the relevant written notification, shall be
	deemed to have been approved in writing by E.ON.

7.3	Certain Rights of E.ON

	During the Interim Period, Enel shall, and shall cause the Viesgo Companies to,
	provide E.ON and its representatives reasonable access to the key managers of the
	Viesgo Companies at such times, during normal business hours, as shall be mutually
	agreed upon; provided however that, without the prior written consent of Enel, E.ON
	shall not be permitted to make contact with the employees, consultants, customers,
	distributors and agents of Enel and its Affiliates and provided further that nothing
	herein shall be construed as requiring Enel to, and to cause the Viesgo Companies to,
	furnish E.ON or provide E.ON with access to: (i) documents or matters which Enel
	and/or the Viesgo Companies are prohibited from disclosing by reason of contractual
	obligations, or (ii) any information that is subject to legal restraint or privilege.

8.	CONDITIONS PRECEDENT

8.1	Conditions Precedent

8.1.1	The obligation of the Parties to effect the Closing pursuant to this Agreement is subject
	to the following conditions:

	(a)	the Investors shall have obtained the Effective Control;

	(b)	the Endesa Europa Enterprise Value, the Price for the Additional Assets and
		the Viesgo Companies Enterprise Value shall have been finally determined in
		accordance with sections 4.4, 5.3 and 6.4;

	(c)	the sale and purchase ofthe Endesa Europa Shares, the Additional Assets and
		the Viesgo Shares pursuant to this Agreement and all other relevant
		transactions contemplated hereby shall have been approved, cleared or granted
		an exemption by any competent antitrust authority, to the extent that any such
		approval, clearance or exemption is required by any applicable Law (the
		approvals, clearances and exemptions contemplated above are hereinafter
		collectively referred to as the Clearance);

	(d)	the sale and purchase of the Endesa Europa Shares, the Additional Assets and
		the Viesgo Shares pursuant to this Agreement and all other relevant
		transactions contemplated hereby shall have been approved, cleared or granted
		an exemption by any competent regulatory authority, to the extent that any
		such approval, clearance or exemption is required by any applicable Law (the
		approvals, clearances and exemptions contemplated above are hereinafter
		collectively referred to as the Approval and, together with the conditions
		precedent contemplated in paragraphs (a), (b) and (c) above, the Conditions
		Precedent).

8.1.2	The Condition Precedent referred to in section 8.1.1(a) may be unilaterally waived by
	the Investors if both agree, by giving written notice at any time after the date hereof
	but prior to the expiration of the term provided in section 8.3.1.

8.1.3		The Parties shall use their respective best efforts to cause all necessary actions to be
		taken in order to have all the Conditions Precedent to be fulfilled as expeditiously and
		promptly as practicable. In particular, the Investors undertake to pursue the launching
		of the Investors Tender Offer as soon as reasonably practicable and in the most
		expeditious manner in compliance with applicable Law and Governmental Bodies and
		shall use their best efforts, including without limitation by voting in the Endesa
		shareholders meeting, to obtain the Effective Control.

8.2		Investors Tender Offer, Clearance and Approval

8.2.1		As soon as practicable after the date hereof, the Investors shall duly and properly file
		all applications, requests and other documents that are required to launch the Investors
		Tender Offer in accordance with the terms of the Agreement with respect to the
		Endesa Shares as in effect as of the date hereof; the Investors shall keep
		E.ON informed in a timely fashion of all steps taken pursuant hereto.

8.2.2		As soon as practicable after the date hereof, E.ON shall duly and properly file all
		applications, requests and other documents that are required to obtain the Clearance
		and the Approval and shall take all steps as may be necessary to cause the Clearance
		and the Approval to be granted as promptly as practicable; E.ON shall keep the
		Investors informed in a timely fashion of all steps taken pursuant hereto, and the
		Investors shall actively cooperate with E.ON to obtain the Clearance and the Approval
		as soon as possible.

8.2.3		The Parties agree that, for the purposes of this Agreement, the Clearance and the
		Approval will be deemed to have been granted even if the approvals, clearances and
		exemptions contemplated under sections 8.1.1(c) and 8.1.1(d) are subject to orders,
		provisions, conditions or obligations on E.ON by the relevant authorities which
		subordinate the execution of the provisions of this Agreement to the fulfilment of
		prescriptions, measures and/or conditions of any type. Furthermore, E.ON undertakes
		to accept any prescriptions, measures and/or conditions imposed by any competent
		authority.

8.3		Effects

8.3.1		If the Condition Precedent set out in section 8.1.1(a) is not satisfied or waived on or
		prior to 31 December 2009, this Agreement shall automatically terminate and the
		Parties shall be released from all obligations hereunder except for: (i) any rights or
		obligations arising under article 15, section 16.5, section 16.13 and article 17; and (ii)
		any rights or obligations arising in connection with any breach of this Agreement.

8.3.2		If the Conditions Precedent set out in sections 8.1.1(b), 8.1.1(c) and 8.1.1(d) are not
		satisfied or waived on or prior to 31 December 2009 in respect of the Endesa Europa
		Shares and/or the Viesgo Shares and the Additional Assets, then the Parties shall not
		proceed with the Closing in respect of the affected shares or assets (as the case may be)
		and the Agreement shall remain in force in all other respects (including in respect of
		the non affected shares or assets).

9.	CLOSING

9.1	Date and Place of Closing

	The Closing shall take place in Madrid at or around 12:00 noon local time on the
	Closing Date, or at such other place, date and time as the Parties may hereafter agree in
	writing.

9.2	Deliveries at Closing

9.2.1	In addition to any other action to be taken and to any other instrument to be executed
	and/or delivered pursuant to this Agreement at the Closing:

	(a)	E.ON shall:

		(i)	pay or cause to be paid to Endesa the Provisional Price for the Endesa
			Europa Shares and the Price for the Additional Assets and pay or cause
			to be paid to Enel and its Affiliates the Provisional Price for the Viesgo Shares;

		(ii)	execute and deliver or cause to be executed and delivered such transfer
			or other instruments in respect of the purchase and sale of the Endesa
			Europa Shares and the Additional Assets contemplated hereunder as
			may be necessary, under applicable Law, to properly effect the
			purposes of this Agreement and comply with applicable Law; and

		(iii)	deliver to the Investors all other previously undelivered items required
			to be delivered pursuant to this Agreement or in connection herewith;

	(b)	simultaneously with the receipt by the Investors of satisfactory evidence that
		the Provisional Price for the Endesa Europa Shares and the Price for the
		Additional Assets have been credited to the bank account of Endesa to be
		indicated by the Investors in accordance with section 16.6, the Investors shall cause Endesa to:

		(i)	execute and deliver such transfer and other instruments as may be necessary, under
			applicable Law, to vest in E.ON marketable title to the Endesa Europa
			Shares and the Additional Assets and to otherwise properly effect the
			purposes of this Agreement or comply with any applicable Law; and

		(ii)	deliver to E.ON all other previously undelivered items required to be
			delivered pursuant to this Agreement or in connection herewith.

9.2.2	On the Closing Date simultaneously with the receipt by Enel and its relevant Affiliates
	satisfactory evidence that the Provisional Price for the Viesgo Shares has been credited
	to the bank account of Enel and its relevant Affiliates:

	(a) Enel and E.ON shall jointly instruct the Escrow Agent to release the Escrow Documents and transfer to E.ON
	title to the Viesgo Shares; and

	(b) upon such joint instructions, the Escrow Agent shall release the Escrow Documents (as defined in the Escrow
	Agreement) and transfer to E.ON title to the Viesgo Shares in accordance with the Escrow Agreement.

9.3	Remedies

9.3.1	If the respective obligations of the Investors or E.ON under section 9.2 are not
	complied with on the Closing Date, the non-defaulting Party may, without prejudice to
	any other right and remedy under this Agreement and applicable Law:

	(a)	defer the Closing (in which case this article 9 shall apply to the Closing as so
		deferred); or

	(b)	proceed with the Closing as far as practicable and waive all or any such act or
		obligation; or

	(c)	proceed with the Closing as far as practicable and reserve the right to ask
		specific performance of all or any such act or obligation; or

	(d)	forthwith terminate this Agreement by giving a notice in writing to the
		defaulting Party but only in circumstances where such defaulting Party has not
		complied with its obligations under sections 9.2.1(a)(i) and 9.2.1(b)(i) (as the
		case may be) and the non compliance has not been cured within 15 (fifteen)
		Business Days of such notice.

9.3.2	For the avoidance of doubt, E.ON will not be obliged to purchase the Viesgo Shares if
	the Additional Assets are not transferred simultaneously, and viceversa.

9.4	One Transaction

9.4.1	Without prejudice to the provisions of section 9.3, all actions and transactions
	constituting the Closing pursuant to section 9.2 shall be regarded as one single
	transaction so that, at the option of the Party having interest in the performance of the
	relevant specific action or transaction, no action or transaction constituting the Closing
	shall be deemed to have taken place if and until all other actions and transactions
	constituting the Closing shall have been properly performed in accordance with the
	provisions of this Agreement.

9.4.2	If the Conditions Precedent set out in sections 8.1.1(b), 8.1.1(c) and 8.1.1(d) are
	satisfied or waived in respect of the Endesa Europa Shares but not the Viesgo Shares
	and the Additional Assets (or viceversa), then the Parties shall proceed with the Closing
	in respect of the Endesa Europa Shares and the Agreement shall remain in force in
	other respect of the Viesgo Shares and the Additional Assets (and viceversa). In case of
	a Closing with respect to only part of the transactions that whould have occurred in a
	comprehensive Closing, the Parties shall amend the Agreement as appropriate.

10.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE INVESTORS

10.1	Undertakings of Enel

	Enel hereby makes the following representations and warranties to E.ON.

10.1.1	Organization and Standing

	Enel is a corporation duly incorporated, validly existing and in good standing under the
	Law of its jurisdiction of incorporation.

10.1.2	Authorization

	(a)	All corporate and other actions required to be taken by, or on behalf of, Enel
		to authorize Enel to enter into this Agreement have been duly and properly
		taken, and this Agreement has been duly executed and delivered by Enel and
		constitutes valid and binding obligations of Enel, enforceable against it in
		accordance with its terms.

	(b)	Except as otherwise provided in section 8.1.1, no application to, or filing with,
		or consent, authorization or approval of, or license, permit, registration,
		declaration or exemption by, any supranational or Governmental Body is
		required of Enel in connection with the execution and performance of this
		Agreement.

10.1.3	No Conflict

	The execution and delivery of this Agreement, and the consummation of the
	transactions contemplated hereby, will not result in a breach of, or constitute a default
	under the articles of association or the by-laws of Enel, or of any material agreement or
	instrument by which Enel is bound, or violate any Law applicable to Enel.

10.1.4	Share Capital of the Viesgo Companies

	(a)	The Viesgo Shares will be fully paid up and collectively constitute 100% of the
		issued and outstanding capital of the Viesgo Companies.

	(b)	There will be no options, warrants, conversion or subscription rights,
		agreements, contracts or commitments of any kind obligating the Viesgo
		Companies, conditionally or otherwise, to issue or sell any new share, or any
		instrument convertible into or exchangeable for any such share, or to
		repurchase or redeem any of the shares.

10.1.5	Ownership

	The Affiliates of Enel have marketable title to the Viesgo Shares, free and clear of any
	encumbrance, lien, claim, charge, security, mortgage, pledge, easement, conditional sale
	or other title retention agreement, or other similar restriction or third-party rights, as

	well as full right, power and authority to sell, assign, transfer and deliver the Viesgo
	Shares in accordance with the terms of this Agreement.

10.1.6	Viesgo Companies Financial Statements

	The financial statements of the Viesgo Companies relating to the financial year ending
	on 31 December 2006, attached hereto as schedule 10.1.6, have been prepared in
	accordance with the Accounting Principles applied on a consistent basis and give a true
	and fair representation (in accordance with such accounting principles) of the assets,
	liabilities and net worth of the Viesgo Companies as of the reference date thereof, its
	revenues and expenses and the result of their operations for the period indicated.

10.1.7	No Brokers

	Enel has not incurred any liability for any brokerage, finder's or similar fees or
	commissions in connection with the transactions contemplated hereby, the payment of
	which could be validly claimed from E.ON, any Affiliate of E.ON, the Viesgo
	Companies or Endesa Europa.

10.2	Undertakings of Acciona

	Acciona hereby makes the following representations and warranties to E.ON.

10.2.1	Organization and Standing

	Acciona is a corporation duly incorporated, validly existing and in good standing under
	the Law of its jurisdiction of incorporation.

10.2.2	Authorization

	(a)	All corporate and other actions required to be taken by, or on behalf of,
		Acciona to authorize Acciona to enter into this Agreement have been duly and
		properly taken, and this Agreement has been duly executed and delivered by
		Acciona and constitutes valid and binding obligations of Acciona, enforceable
		against them in accordance with its terms.

	(b)	Except as otherwise provided in section 8.1.1, no application to, or filing with,
		or consent, authorization or approval of, or license, permit, registration,
		declaration or exemption by, any supranational or Governmental Body is
		required of Acciona in connection with the execution and performance of this
		Agreement.

10.2.3	No Conflict

	The execution and delivery of this Agreement, and the consummation of the
	transactions contemplated hereby, will not result in a breach of, or constitute a default
	under the articles of association or the by-laws of Acciona, or of any material
	agreement or instrument by which Acciona is bound, or violate any Law applicable to

		Acciona.

10.2.4		No Brokers

		Acciona has not incurred any liability for any brokerage, finder's or similar fees or
		commissions in connection with the transactions contemplated hereby, the payment of
		which could be validly claimed from E.ON, any Affiliate of E.ON, the Viesgo
		Companies or Endesa Europa.

10.3		Undertakings of the Investors

		The Investors hereby undertake that, for the period from the Effective Date until the
		Closing Date, they shall not take any action which may materially and adversly affect
		Endesa Europa and its Affiliates, or the Additional Assets, or the ability by Endesa to
		transfer the Endesa Europa Shares and the Additional Assets in conformity with this
		Agreement.

10.4		Accuracy as at the Closing Date

		The representations and warranties of Enel and Acciona contained herein shall be true
		and correct in all material respects as of, and as though made on, the Closing Date,
		except for those representations and warranties that are given as of a certain date or for
		a certain period, in which case such representations and warranties shall be true and
		correct in all material respects as of such date or for such period, and except as affected
		by actions or transactions (i) contemplated herein or otherwise approved in writing by
		E.ON or (ii) taken or made in accordance with article 7.

10.5		No other representations and warranties. No inducement or reliance

10.5.1		The representations and warranties of the Investors contained in this article 10 are in
		lieu of all other representations and warranties however provided under applicable Law
		and constitute all of the representations and warranties made by the Investors in
		connection with the purchase and sale of the Viesgo Shares, the Endesa Europa Shares
		and the Additional Assets and any other transactions contemplated by this Agreement
		(as the case may be). In particular, except for the representations and warranties
		contained in this article 10, the Investors do not make any representations or
		warranties, and the Investors hereby disclaim any other representations or warranties,
		whether made by the Investors, any of their Affiliates, or any of their respective
		officers, directors, employees, agents, advisors or representatives or by any other
		Person representing or purporting to represent the Investors, with respect to the
		execution and delivery of this Agreement or the transactions contemplated hereby,
		notwithstanding the delivery or disclosure to E.ON or its representatives of any
		documentation or other information with respect to any one or more of the foregoing.
		Without limiting the generality of the foregoing, the Investors make no representation
		and give no warranty to E.ON with respect to financial projections, budgets or
		management analyses and to the future profitability and financial performance of the
		Viesgo Companies, Endesa Europa and the Additional Assets.

10.5.2	E.ON declares and states that it has not been induced by and has not relied upon any
	representations, warranties or statements, whether express or implied, made by the
	Investors, any of their Affiliates, or any of their respective officers, directors,
	employees, agents, advisors or representatives or by any other Person representing or
	purporting to represent the Investors, that are not expressly set forth in this
	Agreement, whether or not any such representations, warranties or statements were
	made in writing or orally.

11.	REPRESENTATIONS AND WARRANTIES OF E.ON

11.1	Undertaking of E.ON

	E.ON hereby makes the following representations and warranties to the Investors.

11.1.1	Organization and Standing

	E.ON is a corporation duly incorporated, validly existing and in good standing under
	the Law of its jurisdiction of incorporation.

11.1.2	Authorization

	(a)	All corporate and other actions required to be taken by, or on behalf of, E.ON
		to authorize E.ON to enter into and to perform this Agreement have been duly
		and properly taken, and this Agreement has been duly executed and delivered
		by E.ON and constitutes the valid and binding obligations of E.ON,
		enforceable against it in accordance with its terms.

	(b)	Except as otherwise provided in section 8.1.1, no application to, or filing with,
		or consent, authorization or approval of, or license, permit, registration,
		declaration or exemption granted by, any supranational or Governmental Body
		is required of E.ON in connection with the execution and performance of this
		Agreement.

11.1.3	No Conflict

	The execution and delivery of this Agreement, and the consummation of the
	transactions contemplated hereby, will not conflict with, result in a breach of,
	constitute a default under, or give rise to a right of termination, cancellation or
	acceleration of, the articles of association or the by-laws of E.ON, or any material
	agreement or instrument by which it is bound, or violate any Law applicable to it.

11.1.4	No Brokers

	E.ON has not incurred any liability for any brokerage, finder's or similar fees or
	commissions in connection with the transactions contemplated hereby the payment of
	which could be validly claimed from the Investors, Endesa or any of their Affiliates.

11.2	Accuracy as of the Closing Date

	The representations and warranties of E.ON contained herein shall be true and correct
	in all material respects as of, and as though made on, the Closing Date, except for
	those representations and warranties that are given as of a certain date or for a certain
	period, in which case such representations and warranties shall be true and correct in all
	material respects as of such date or for such period, and except as affected by actions
	or transactions contemplated herein or otherwise approved in writing by the Investors.

11.3	No other representations and warranties. No inducement or reliance

11.3.1	The representations and warranties of E.ON contained in this article 11 are in lieu of
	all other representations and warranties however provided under applicable Law and
	constitute all of the representations and warranties made by E.ON in connection with
	the transactions contemplated by this Agreement (as the case may be). In particular,
	except for the representations and warranties contained in this article 11, E.ON does
	not make any representations or warranties, and E.ON hereby disclaims any other
	representations or warranties, whether made by E.ON, any of its Affiliates, or any of
	their respective officers, directors, employees, agents, advisors or representatives or by
	any other Person representing or purporting to represent E.ON, with respect to the
	execution and delivery of this Agreement or the transactions contemplated hereby,
	notwithstanding the delivery or disclosure to the Investors or their representatives of
	any documentation or other information with respect to any one or more of the
	foregoing.

11.3.2	The Investors declare and state that they have not been induced by and have not relied
	upon any representations, warranties or statements, whether express or implied, made
	by E.ON, any of its Affiliates, or any of their respective officers, directors, employees,
	agents, advisors or representatives or by any other Person representing or purporting
	to represent E.ON, that are not expressly set forth in this Agreement, whether or not
	any such representations, warranties or statements were made in writing or orally.

12.	INDEMNITY OBLIGATIONS

12.1	Indemnity Obligation of the Investors

12.1.1	Subject to the provisions of this article 12:

	(a)	Enel shall indemnify and hold E.ON harmless in respect of any and all direct
		damages suffered by E.ON arising out or as a result of any breach of the
		representations and warranties contained in section 10.1 and the undertakings
		or covenants of Enel contained in this Agreement;

	(b)	Acciona shall indemnify and hold E.ON harmless in respect of any and all
		direct damages suffered by E.ON arising out or as a result of any breach of the
		representations and warranties contained in section 10.2 and the undertakings
		or covenants of Acciona contained in this Agreement; and

	(c)	In case of joint actions or omissions, and only in case none of the preceding
		paragraphs (a) and (b) applies, the Investors shall indemnify and hold E.ON
		harmless in respect of any and all direct damages suffered by E.ON arising out
		or as a result of any breach of the undertakings or covenants of the Investors
		contained in this Agreement.

12.1.2	Anything in applicable Law to the contrary notwithstanding, the Parties agree as
	follows:

	(a)	the Investors shall be severally (and not jointly) (mancomunadamente) liable for all
		purposes of this Agreement;

	(b)	the Investors shall be severally (and not jointly) (mancomunadamente) liable in
		proportion to their respective, direct and indirect, shareholdings in Endesa as a
		result of the Investors Tender Offer in case of breach of any obligation,
		provision or covenant hereunder attributable to both Investors;

	(c)	either Investor shall be liable on an exclusive basis in case of breach of any
		obligation, provision or covenant hereunder attributable exclusively to that
		Investor;

	(d)	either Investor shall not guarantee or otherwise secure the performance of any
		obligation, provision or covenant hereunder of the other Investor;

	(e)	in no circumstance the breach of any obligation, provision or covenant
		hereunder by an Investor (including without limitation the transfer of the
		Viesgo Shares) shall entitle E.ON to refuse or delay the performance of any of
		its obligation, provision or covenant hereunder vis-à-vis the non-breaching
		Investor.

12.1.3	Anything in any applicable Law to the contrary notwithstanding, the Parties agree that
	in no event shall any of the Investors be liable to E.ON under section 12.1.1 in respect
	of any actual or alleged breach of the representations and warranties which is notified
	to the relevant Investor later than 12 (twelve) after the Closing Date (it being
	understood that any claim made during such period which is unresolved at the end of
	such period shall have continuing effect until resolved to the extent an arbitration
	proceedings pursuant to article 17 is initiated within 6 (six) months from the end of
	such period).

12.2	Exclusive Remedy for breach of Reprentations and Warranties

12.2.1	The rights and remedies provided in this article 12 shall be exclusive and in lieu of any
	other right, action, defence, claim or remedy of E.ON, provided by applicable Law or
	otherwise, however arising in connection with, or by virtue of, any breach of the
	representations and warranties of the Investors contained in this Agreement. In
	particular, but without limitation, no breach or inaccuracy, even if material, of any
	representations and warranties of the Investors will give rise to any right on the part of
	E.ON to rescind or terminate this Agreement or to refuse to effect the Closing or to
	perform its obligations set forth in this Agreement, prior to, on or after the Closing

	Date.

12.2.2	E.ON acknowledges that the Investors have been induced to enter into this Agreement
	by making full reliance on the provisions of sections 12.2.1 and 12.1.2 and that such
	provisions have been essential in determining the consent of the Investors to execute
	this Agreement.

12.3	Indemnity Obligation of E.ON

12.3.1	E.ON shall indemnify and hold the Investors harmless from, against and with respect
	to any and all direct damages suffered by the Investors arising out, or as a result, of any
	inaccuracy or breach of any representation or warranty made by, or any breach of any
	covenant, undertaking or obligation undertaken by, E.ON in this Agreement.

12.3.2	The provisions of sections 12.1.3 and 12.2 shall apply, mutatis mutandis, to the indemnity
	obligation of E.ON referred to in section 12.3.1.

13.	LITIGATION WITHDRAWAL, RELEASE OF CLAIMS

	By executing this Agreement, and effective as of the date of this Agreement, each of
	E.ON, on the one hand, and Acciona and Enel, on the other hand (each, a Litigation
	Party), agrees as follows:

	(a)	such Litigation Party does hereby, on behalf of its Affiliates, its and their respective
		directors, officers, employees, representatives, attorneys, agents, successors and
		assigns (Affiliated Parties) release, remise, acquit, and forever discharge the other
		Litigation Parties and any of their Affiliated Parties of and from all past, present,
		and future claims, counterclaims, complaints, actions, causes of action, promises,
		covenants, duties, damages, rights of set-off, indemnity, right or interest of any
		kind or nature whatsoever, (whether compensatory, consequential, punitive, or
		exemplary, and whether known or unknown, suspected or unsuspected,
		foreseen or unforeseen, direct or indirect, contingent or actual, present or
		future, however and whenever arising and in whatever capacity and
		jurisdiction) and any and all suits of law, or in equity, and any liability of any
		kind of nature whatsoever (each, a Claim) arising from or relating to Endesa
		Shares, the transactions carried out to acquire Endesa Shares or control of
		Endesa or the litigation between the parties in the U.S. District Court for the
		Southern District of New York or elsewhere relating to Endesa, including, but
		not limited to, the E.On Tender Offer, the Parties’ acquisition of Endesa
		Shares, the equity swap and derivative transactions entered by any Party with
		respect to Endesa Shares, any Party’s discussion with current or potential
		shareholders, any agreement between Acciona and Enel, any order, ruling or
		decision of the U.S. District Court for the District of New York or elsewhere,
		and any disclosure or public or regulatory communication relating to any of the
		foregoing (collectively, the Matters); provided, however, that the foregoing
		provisions of this paragraph (a) shall not prohibit a claim for breach of this
		Agreement; and

	(b)	such Litigation Party undertakes to promptly withdraw any Claim existing as of
		the date of this Agreement relating to or arising from the Matters, including the
		claims in the U.S. District Court for the Southern District of New York.

14.	OTHER COVENANTS AND UNDERTAKINGS

14.1	Indemnity of Directors

14.1.1	E.ON undertakes to hold harmless and indemnify the directors of the Viesgo
	Companies and Endesa Europa appointed by the Investors against any and all
	liabilities, costs (including legal fees) and damages that may arise as a consequence of
	any action, suit, claim or litigation brought against them by E.ON and any of its
	Affiliates under applicable Law relating to their offices as directors of such companies
	prior to the Closing Date.

14.1.2	The undertakings of E.ON set out in section 14.1.1 above shall be irrevocable and shall
	remain in full force and effect until such time when any claim against such directors is
	barred by virtue of the expiration of the applicable statute of limitations.

14.2	Absence of Non Competition Covenants

	Anything in this Agreement or in any applicable law to the contrary notwithstanding,
	the Parties agree that neither Party nor any of its Affiliates shall be bound, or deemed
	to be bound, by any covenant, undertaking or other obligation not to compete with any
	of the other Parties and their respective Affiliates, whether prior to or after the Closing.

14.3	Sharing of Liabilities

14.3.1	The Parties agree that any and all Liabilities arising from claims, actions, proceedings
	made or asserted by third parties in connection with, or as a result of, the transactions
	contemplated in articles 4 and 5, shall be borne in equal proportion by E.ON, on the
	one part, and by the Investors, on the other. The Investors’ Liability will be borne in
	proportion to their respective, direct and indirect, shareholdings in Endesa as a result
	of the Investors Tender Offer. For the avoidance of doubt, any liability of any of the
	Parties deriving from actions or communications taken or made by the Parties prior to
	the date hereof is not covered by this section 14.3.1.

14.3.2	The Parties will coordinate their defences, will consider in good faith the appointment
	of joint counsel representing all the Parties if deemed possible and convenient, will
	only follow different defence strategies in case of clearly conflicting interests, and will
	bear any common costs, including jointly appointed counsel, in the proportion set
	forth in section 14.3.1.

15.	CONFIDENTIALITY

15.1	Confidential Information

	The Parties hereby agree that, without the prior written consent of the other Parties,
	for a period of 2 (two) years after the Closing Date, they shall keep, and shall cause
	their Affiliates and their directors and employees to keep, secret and confidential all
	information in their respective possession relating to Endesa, with the exception of
	information that: (a) is, or subsequently becomes, available to the public, or is
	otherwise disclosed to third parties, through no fault of the Parties, their Affiliates or
	their respective directors or employees, (b) is independently developed by each party,
	its Affiliates or their respective directors or employees, or (c) must be released or
	disclosed pursuant to the provisions or requirements of any Law enacted or rule issued
	by any Governmental Body or other regulatory or stock exchange authority having
	jurisdiction on any of the latter.

15.2	Announcements

	The Parties shall coordinate the publicity, release and announcement concerning the
	execution of this Agreement.

16.	MISCELLANEOUS PROVISIONS

16.1	Compliance by the Affiliates

	The Parties shall cause their respective (current and future) Affiliates to comply with
	the provisions of this Agreement.

16.2	Survival

	Except as otherwise provided in other clauses of this Agreement and without prejudice
	to the representations and warranties of the Parties contained in articles 10 and 11, the
	provisions of article 12 and, in general, all other clauses of this Agreement providing
	for any obligation of the Parties to be performed after the Closing Date shall remain in
	full force and effect after the Closing, without the necessity for either of the Parties to
	reiterate or otherwise confirm its commitment with respect thereto.

16.3	Changes in Writing

	This Agreement:

	(a)	constitutes the entire agreement between the Parties with respect to the subject
		matter hereof and supersedes all prior agreements (if any) relating to the same
		subject matter hereof;

	(b)	may not be waived, changed, modified or discharged orally, but only by an
		agreement in writing signed by the Party against whom enforcement of any
		such waiver, change, modification or discharge is sought.

16.4	Assignment; No Third Party Beneficiaries

16.4.1	This Agreement and all of the provisions hereof shall be binding upon and inure to the
	benefit of each of the Parties hereto and their respective successors, and such
	successors shall have the benefit of the indemnities set forth in article 12 hereof.

16.4.2	Neither Party may assign any of its rights interests or obligations hereunder without the
	prior written consent of the other Party and any attempt to assign this Agreement
	without such consent shall be void and of no effect.

16.4.3	Except as otherwise expressly provided for herein, nothing in this Agreement shall
	confer any rights upon any Person which is not a Party or a successor of any Party to
	this Agreement.

16.5	Notices

	Any communication or notice required or permitted to be given under this Agreement
	shall be made in writing by fax or registered mail, return receipt requested, in English
	and shall be deemed to have been duly and validly given (i) in the case of notice sent by
	letter, upon execution of the return receipt by the recipients, and (ii) in the case of
	notice sent by telefax, upon receipt by the sender of a positive transmission report,
	addressed, in each case, as follows:

	(a)	if to Enel, to it at:

		Viale Regina Margherita, 137
		Rome (Italy)
		Attention: Mr. Fulvio Conti
		Fax: +39 0683053472
		and
		Attention: Mr. Andrea Brentan
		Fax: +39 0683059275

		With copy to:

		Bonelli Erede Pappalardo
		Via Barozzi, 1
		20122 Milan (Italy)
		Attention: Mr. Sergio Erede/Luca Picone
		Fax: +39 02 77113260

	(b)	if to Acciona, to it at:
		Avenida de Europa, 18
		Alcobendas, Madrid (Spain)
		Attention: Mr. Juan Gallardo Cruces,
		Fax: +34 91 6632929
		and to
		Attention: Mr. Jorge Vega-Penichet López
		Fax: +34 91 6632884

		With copy to:

		Uría Menéndez
		Príncipe de Vergara, 187
		Madrid (Spain)
		Attention: Mr. Juan Miguel Goenechea
		Fax: +34 91 5860471

	(c)	if to E.ON, to it at:

		E.ON AG
		E.ON-Platz, 1, D-40479
		Düsseldorf, Germany
		Attention: Mr. Karl-Heinz Feldmann
		Fax: +49 2 11 - 45 79 - 5 01

		With copy to:

		Perez-Llorca
		C/ Alcalá 61
		28014 Madrid
		Attention: Mr. D. Pedro Pérez-Llorca Zamora
		Fax: +34 91 436 04 30

	or at such other address and/or telefax number as either Party may hereafter furnish to
	the other by written notice, as herein provided.

16.6	Payments

16.6.1	Unless otherwise provided for in this Agreement, any payment due by any Party to the
	other Party, according to the provisions of this Agreement, including the payment of
	the Price, shall be made on the due date thereof, with value at such date, in immediately
	available funds by wire transfer to the bank account designated by the payee at least 3
	(three) Business Days prior to the date on which the payment is due (which transfer
	shall be confirmed in writing to the payee by a primary credit institution reasonably
	acceptable to the same) or by such other method as the payee may reasonably request
	at least 3 (three) Business Days prior to the date on which the payment is due.

16.6.2	It is hereby expressly agreed that any indemnity payments made by a Party to the other
	Party shall be made in Euro. If any cost or damage giving right to an indemnity
	obligation arises in any currency other than Euro, in order to determine the amount
	payable by a Party, the Parties agree that the relevant foreign currency amount shall be
	converted into Euro by using the daily mean exchange rate published by the Central
	Bank of Europe as at 15:30 CET time on the 1^st(first) Business Day following the date
	on which the Party suffers the relevant damage.

16.7	Delayed Payments and Interest

	Unless otherwise provided for in this Agreement, without prejudice to any other right
	or remedy provided by applicable Law or otherwise, in the event of a delay (including
	any delay due to causes of force majeure) in the payment of any amount to be paid
	under this Agreement, interest shall be due, for the period of such delay, at a rate per

	annum equal to 250 (two hundred and fifty) basis points over the Agreed Rate.

16.8	Right to Designate

	E.ON may designate one or more Person(s) to become a Party to this Agreement and
	to purchase and pay for the Endesa Europa Shares, the Additional Assets and/or the
	Viesgo Shares in accordance with the terms hereof, provided that such designation is
	made in compliance with the following provisions:

	(a)	each designation will be sufficiently made if notified in writing to the Investors
		together with the written acceptance of the Person(s) so designated;

	(b)	any designation pursuant hereto may be notified to the Investors (under
		penalty of forfeiture) not later than 3 (three) Business Days prior to the Closing
		Date;

	(c)	each designee will be a Person wholly owned, directly or indirectly, by E.ON;
		and

	(d)	E.ON will be jointly and severally liable with any Person(s) designated pursuant
		to this section 16.8 in respect of the punctual and exact performance by such
		Person(s) of the duties and obligations arising under or in connection with this
		Agreement.

16.9	Language

	Except for certain documents contained in the schedules hereto, which are in languages
	other than English, this Agreement shall be executed in English, which shall be the
	only language governing this Agreement.

16.10	Taxes and Other Expenses

	Except as otherwise expressly provided in other clauses of this Agreement, any cost,
	tax, impost, duty or charge arising in connection with the transactions contemplated by
	this Agreement, shall be borne and paid as follows:

	(a)	any income, capital gain and other direct taxes due as a consequence of the sale
		and purchase of the Viesgo Shares shall be borne and paid for by the relevant
		seller;

	(b)	any income, capital gain and other direct taxes due as a consequence of the sale
		and purchase of the Endesa Europa Shares and the Additional Assets shall be
		borne and paid for pursuant to the following proportions: E.ON 50% (fifty
		percent) and Endesa 50% (fifty percent);

	(c)	any stamp, transfer or similar indirect taxes or charges however levied by any
		Governmental Body on the transfer of the Endesa Europa Shares, the
		Additional Assets and the Viesgo Shares, other than value added tax which will
		be paid as provided for in applicable Law, shall be borne pursuant to the

		following proportions: E.ON (fifty percent) 50% and the transferor 50% (fifty percent);

	(d)	the Investors shall use their best efforts to exercise their rights as shareholders in Endesa to cause
		Endesa to bear a taxation of 18% (eighteen percent) on the capital gain referred
		to in paragraph (b) above, while such taxation is available in consideration of
		reinvestments by Endesa;

	(e)	the Parties shall each pay for the own fees, expenses and disbursements
		incurred by it in connection with the negotiation, preparation and
		implementation of this Agreement, including (without limitation) any fees and
		disbursements owing to their respective auditors, advisors and legal counsel;

	(f)	the fees and costs of the Escrow Agent shall be borne on a 50/50 basis by Enel
		and E.ON;

	(g)	all other costs, expenses, duties or charges (including the notarial or
		authorized intermediary fees) shall be borne and paid for by E.ON.

16.11	Severability

	If any of the provisions of this Agreement is or becomes invalid, illegal or
	unenforceable under the laws of any jurisdiction, the validity, legality or enforceability
	of the remaining provisions shall not in any way be affected or impaired. The Parties
	shall nevertheless negotiate in good faith in order to agree the terms of mutually
	satisfactory provisions, achieving as closely as possible the same commercial effect, to
	be substituted for the provisions so found to be void or unenforceable.

16.12	Further Assurances

16.12.1 Each Party to this Agreement covenants and agrees that it will, at the request and
	expense of the requesting Party, execute and deliver such documents, including,
	without limitation, all such additional conveyances, transfers, consents and other
	assurances and do all such other acts and things as the other Party hereto, acting
	reasonably, may from time to time request to be executed or done in order to evidence
	better or perfect or effectuate any provision of this Agreement or of any agreement or
	other document executed pursuant to this Agreement or any of the respective
	obligations intended to be created hereby or thereby.

16.12.2 The Parties agree to take all actions, and to do all things necessary, proper or advisable
	to consummate and make effective, in the most expeditious practicable manner, the
	transactions contemplated hereby, including the defending of any lawsuits or other
	legal proceedings, whether judicial or administrative, challenging this Agreement or the
	consummation of the transactions contemplated hereby, including seeking to have any
	stay or temporary restraining order entered by any court or other competent authorities
	vacated or reversed.

16.13		Applicable Law

		This Agreement shall be governed by, and construed and interpreted in accordance
		with, the Laws of Spain.

17.		ARBITRATION

17.1		Appointment of Arbitrators

		All disputes arising out of or in connection with this Agreement shall be finally settled
		under the Rules of Arbitration of the International Chamber of Commerce by three
		arbitrators appointed in accordance with such Rules. The place of arbitration shall be
		Paris. The language to be used in the arbitral proceedings shall be English.

17.2		Arbitration Expenses

		The expenses of the arbitration proceedings referred to in section 17.1 shall be borne
		by the Parties in accordance with the applicable determinations of the arbitration panel.

17.3		Election of Domicile

		The Parties hereby designate their respective addresses for the giving of notice, as set
		forth in section 16.5, as their respective domiciles at which service of process may be
		made in any arbitration, legal action or proceeding arising hereunder. The Parties may
		change such address, except that each such address shall always be, as to Enel, within
		the geographical area encompassed (as of the date of this Agreement) by the
		boundaries of Italy, as to Acciona, within the geographical area encompassed (as of the
		same date) by the boundaries of Spain and, as to E.ON, within the geographical area
		encompassed (as of the same date) by the boundaries of Germany.

17.4		Interim Measures

		Anything in section 17.1 to the contrary notwithstanding, any of the Parties may bring
		an action or otherwise commence proceedings for injunctive relief or any other
		available temporary or interim measures under this Agreement in any court of
		competent jurisdiction.

IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to be executed by their respective officers or representatives duly authorized, all in the place and as at the date first above written.

ENEL S.p.A.

By : /s/ Fulvio Conti

Name: Fulvio Conti

Title : Chief Executive Officer

ACCIONA, S.A.

By : /s/ José Manuel Entrecanales

Name: José Manuel Entrecanales

Title : Chairman

E.ON A.G.

By : /s/ Wulf H. Bernotat

Name: Wulf H. Bernotat

Title : Chief Executive Officer

EX-10.18 3 exhibit1018.htm exhibit1018.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 10.18

AMENDMENT TO THE AGREEMENT

CONCERNING SHARES IN ENDESA, S.A.

In Madrid, on April 2, 2007

APPEAR

ON ONE HAND:		MR. JOSÉ MANUEL ENTRECANALES
		DOMECQ, of legal age, of Spanish nationality, with
		address for these purposes in Alcobendas (Madrid), at
		Parque Empresarial de la Moraleja, Avenida de
		Europa 18, holding Spanish Identity Card number
		5,381,412-X.

ON THE OTHER HAND:		MR. VALENTÍN MONTOYA MOYA, of legal
		age, of Spanish nationality, with address for these
		purposes in Alcobendas (Madrid), at Parque
		Empresarial de la Moraleja, Avenida de Europa 18,
		holding Spanish Identity Card number 50,539,787-R.

ON THE OTHER HAND:		MR. JORGE VEGA-PENICHET LÓPEZ, of legal
		age, of Spanish nationality, with address for these
		purposes in Alcobendas (Madrid), at Parque
		Empresarial de la Moraleja, Avenida de Europa 18,
		holding Spanish Identity Card number 02195235-T.

AND ON THE OTHER		MR. FULVIO CONTI, of legal age, of Italian
HAND:		nationality, with professional address in Viale Regina
		Margherita 137, Rome (Italy), holding Italian tax
		identification number CNT FLV 47R28H501X.

ACTING

Mr. José Manuel Entrecanales Domecq, in the name and on behalf of the Spanish company ACCIONA, S.A. (hereinafter, “ACCIONA”), with corporate address in Alcobendas (Madrid), Avenida de Europa 18, incorporated for an unlimited term as “Cubiertas y Tejas, S.A.” pursuant to a public deed granted before the Notary of Barcelona, Mr. Pedro Arnau Ribas, on June 17, 1916; the company changed its corporate name to “ACCIONA, S.A.” pursuant to a resolution passed by the General Shareholders Meeting on June 19, 1998, as entered on a public deed granted before the Notary of Madrid Mr. Gabriel Baleriola Lucas on July 6, 1998 with number 2,643 of his public records and registered with the Commercial Registry of Madrid at Volume

13,351, Book 0, Folio 9, Page Number M-216,384. ACCIONA’s tax identification number is A-08001851.

Mr. José Manuel Entrecanales Domecq acts pursuant to his authority as Executive Chairman by virtue of a public deed recording corporate resolutions by ACCIONA granted before the Notary of Alcobendas (Madrid) Mr. Manuel Rodríguez Marín on May 5, 2004 with number 1,547 of his public records, and registered with the Commercial Registry of Madrid at Volume 13,351, Book 0, Folio 71, Page Number M-216,384, 50^th entry.

Mr. Valentín Montoya Moya and Mr. Jorge Vega-Penichet López, in the name and on behalf of the Spanish company FINANZAS DOS, S.A. (hereinafter, “FINANZAS DOS”), with corporate address in Madrid, Juan de Mena 8, incorporated for an unlimited term pursuant to a public deed granted before the Notary of Madrid Mr. Rafael Ruiz Gallardón on May 29, 1991 with number 1,959 of his public records and registered with the Commercial Registry of Madrid at Volume 1,529, Folio 37, Page Number M-28,200, 1^st entry. FINANZAS DOS’s tax identification number is A-80062755.

Mr. Valentín Montoya Moya and Mr. Jorge Vega-Penichet López act pursuant to their authority as joint proxyholders by virtue of a public deed recording corporate resolutions by FINANZAS DOS granted before the Notary of Alcobendas (Madrid) Mr. Manuel Rodríguez Marín on September 20, 2006 with number 2,932 of his public records, and registered with the Commercial Registry of Madrid at Volume 1,529, Folio 47, Page Number M-28,200, 11^th entry.

Mr. Fulvio Conti, in the name and on behalf of:

(i)	the Italian entity ENEL S.p.A (hereinafter, “ENEL”), with registered office in Viale Regina Margherita 137, Rome (Italy), incorporated for an limited term finishing on December 31, 2100 by Italian Act 1643 dated December 6, 1962, and made into a company (società per azioni) pursuant to Decree Law n. 333 dated July 11, 1992 (thereafter Italian Act n. 359 dated August 8, 1992), registered with the Chamber of Commerce (Camera di Commercio Industria Artigianato Agricoltura) in Rome under n. 00811720580. ENEL’s Italian tax identification number is also 00811720580.

	Mr. Conti acts pursuant to his authority as joint and several special proxyholder under the resolutions passed by ENEL’s Board of Directors on March 22, 2007 and April 2, 2007, as evidenced by extracts from the Minutes for such meetings copied from the Minutes Book of the company and signed by the Company Secretary Mr. Claudio Sartorelli.

(ii)	the Italian entity ENEL ENERGY EUROPE, S.r.l. (hereinafter, “ENEL ENERGY EUROPE”), with registered office in Viale Regina Margherita 137, Rome (Italy), incorporated for a limited term finishing on December 31, 2100 as a limited-liability company (società a responsabilità limitata) pursuant to a public deed granted before the Notary of Rome (Italy) Ms. Matilde Atlante on March 22, 2006 with number 12,032 of her public records and registered with the Chamber of Commerce (Camera di Commercio Industria Artigianato

Agricoltura) in Rome under n. 08933321005. ENEL ENERGY EUROPE’s Italian tax identification number is also 08933321005.

Mr. Conti acts pursuant to his authority as joint and several special proxyholder under the resolutions passed by ENEL’s Board of Directors on March 22, 2007 and April 2, 2007, as evidenced by extracts from the Minutes for such meetings copied from the Minutes Book of the company and signed by the Company Secretary Mr. Claudio Sartorelli.

The parties above shall hereinafter be jointly referred to as the “Parties”. Likewise, any references to ACCIONA and ENEL shall be deemed made, where appropriate, to ACCIONA, S.A. and to the companies within its Group and to ENEL SpA and the companies within its Group, respectively, except where otherwise expressly noted.

The Parties acknowledge each other’s authority and capacity to enter into this amendment and, for these purposes, state as follows:

RECITALS

First.- On March 26, 2007, the Parties entered into an agreement in respect of a joint management project for Endesa, S.A. (the “Agreement”), pursuant to which, among other things, the Parties agreed that the business currently performed by ENEL VIESGO (as defined in the Agreement) would be integrated into Endesa;

Second.- On the date hereof ACCIONA, ENEL and E.ON have entered into an agreement (the “Settlement Agreement”) whereby the parties have resolved and settled their conflicts in connection with Endesa, S.A.;

Third.- In the Settlement Agreement, ENEL has agreed to sell to E.ON its stake in ENEL VIESGO (as defined in the Agreement);

Fourth.- The Parties hereto desire to amend the Agreement to eliminate the provisions providing for the integration of the businesses currently performed by ENEL VIESGO into Endesa, so that they may comply with their obligations under the Settlement Agreement.

CLAUSES

FIRST.- AMENDMENT TO AGREEMENT

The Parties hereby agree to amend the Agreement to eliminate Section Eight (and the related part of Recital Tenth) of the Agreement.

SEGUNDO.- NOTICES TO ACCIONA AND FINANZAS DOS

The Parties acknowledge that the address and fax number of ACCIONA and FINANZAS DOS indicated in Section Nineteenth of the Agreement shall be, effective as of today, the following:

“To ACCIONA y FINANZAS DOS:

-        Address: Avenida de Europa, 18, “Parque Empresarial de la Moraleja”, Alcobendas (Madrid).
-        Fax: + 34 91 663 28 84
-        Representative: D. José Manuel Entrecanales Domecq
- -        With a copy to: D. Jorge Vega-Penichet López”

THIRD.- NO FURTHER AMENDMENT

Except as expressly modified by this amendment, the Agreement shall remain unmodified and in full force and effect and the Parties hereby ratify their respective obligations thereunder.

In witness whereof, the Parties have executed two copies of this agreement, to the same effect.

ACCIONA, S.A.		ENEL, SpA

Authorized signatory		Authorized signatory


/s/ José Manuel Entrecanales Domecq		/s/ Fulvio Conti
Mr. José Manuel Entrecanales Domecq		Mr. Fulvio Conti


		ENEL ENERGY EUROPE, SrL

		Authorized signatory


		/s/ Fulvio Conti
		Mr. Fulvio Conti


FINANZAS DOS, S.A.		FINANZAS DOS, S.A.

Authorized signatory		Authorized signatory


/s/ Valentín Montoya Moya		/s/ Jorge Vega-Penichet López
Mr. Valentín Montoya Moya		Mr. Jorge Vega-Penichet López

EX-99.41 4 exhibit9941.htm exhibit9941.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.41

PRESS RELEASE

ENEL AND ACCIONA SIGN AGREEMENT WITH E.ON REGARDING THE FUTURE OF ENDESA

·	This agreement paves the way for the resolution of all uncertainties surrounding Endesa and for the achievement of the strategic objectives of Acciona and Enel.

·	E.On will acquire Enel Viesgo and certain other Endesa assets: in Italy, France, Poland and Turkey and thermal power plants in Spain with a capacity of 1.475 MW (2.4% of total installed capacity in Spain) plus a 10 year supply contract over 450 MW of nuclear capacity

·	E.On will not waive the 50.01% acceptance condition on its offer thus permitting Acciona and Enel immediately to launch its tender offer at a minimum price of 41 euros per Endesa share plus interest accrued from launch, and adjusted for dividends

·	The agreement will allow Acciona and Enel to roll out their plan for the future of Endesa that will maintain the company’s leadership position in the Spanish and Latin American markets and at the same time remove anti-trust uncertainties.

Madrid, 2 April, 2007 – Enel and Acciona have signed an agreement with E.On with regard to the future of Endesa which will ensure that their joint project for Endesa can be rolled out and at the same time will safeguard the rights of minority shareholders and their access to superior offer terms.

In exchange both partners have agreed to sell to E.On certain assets which would likely be subject to disposal and others which will allow E.On to have a significant presence on the energy market. Some of these assets are owned by Enel and others by Endesa. This will allow the German Group to extend its international presence and which will increase competition in both the Spanish and European electricity markets.

With this agreement both the Enel and Acciona partnership and E.On have reached a balanced solution which, provides a resolution to the legal and business disputes surrounding Endesa which risked becoming permanent and in the long-term could have inflicted damage upon Endesa and its shareholders. Acciona, Enel and E.On have agreed to withdraw all legal action that has been initiated with regard to their interests in Endesa.

The agreement reached provides that E.On will not purchase any Endesa shares sold into its Offer in the likely event that less than a majority of Endesa’s share capital is tendered. In return for the withdrawal of E.On’s tender offer, which will occur as a result of E.On not waiving its condition of the achievement of at least 50.01% ownership of Endesa’s share capital, Acciona and Enel agree to sell to E.On Enel Viesgo and certain other Endesa assets in Italy, France, Poland and Turkey while in Spain they will sell thermal power plants with a generation capacity of 1.475 MW (2.4% of total installed capacity in Spain) and will contract to provide to E.On for 10 years 450 MW of nuclear generation capacity. The transfer of these assets to E.On is subject to Acciona and Enel achieving control of Endesa, that the agreement is approved by all the corporate bodies of Endesa and of their receiving of all the relevant regulatory approvals.

On the withdrawal of the E.On tender offer that is currently under way the CNMV’s decision to prevent the joint render offer by Acciona and Enel from being launched for 6 months becomes void. As a result Acciona and Enel will be able immediately to launch their tender offer on the already agreed terms of at least 41 euros per Endesa share plus accrued interest from the moment the offer launched.

Further, the agreement will safeguard the rights of minority shareholders and offers them, with immediate effect, a superior price to that which they could today secure, removing any possible doubt surrounding the timetable or their right to sell their shares at the best available price.

The resolution will also result in benefits to the Spanish electricity market and consumers by contributing to promoting and increasing effective competition in two ways: by strengthening the position of competing operators in the market and by reducing the market share of the leading operator.

Finally E.On, Acciona and Enel believe that the agreement will be beneficial to Endesa which will be able to return to normality, removing the risk that its decision making bodies would become unable to exercise their role and resolving all the uncertainties regarding the future of Endesa which might have impeded or made more difficult its strategic planning.

The agreement was signed by the Chairman of Acciona, José Manuel Entrecanales, the Chief Executive Officer of Enel, Fulvio Conti and the Chief Executive Officer of E.On, Wulf Bernotat, all three expressing their satisfaction at the agreement.

The Chairman of Acciona, José Manuel Entrecanales, commented “This agreement ensures peace within Endesa and a better deal for shareholders and at the same time further enhances competition in the Spanish market with the entrance of a new player”.

The Chief Executive officer of Enel added: “ We have reached an extremely positive agreement which allows Enel and Acciona immediately to present a superior and clearer offer to Endesa’s shareholders. Endesa will finally be able to return to normality after 18 months of legal and intercompany strife and will be equipped, with the support of its major shareholders, with a strategic plan that will enable it to meet the challenges of the coming years. Finally, for Enel, this agreement provides the platform for the achievement of our strategy to build a major European energy group with a strong presence both in Europe and in the rest of the world, for the benefit of our shareholders and our customers.”

About Acciona

Acciona is one of the main Spanish corporations with activities in more than 30 countries throughout the five continents. Its activities span from infrastructures, renewable energy sources, mini-hydro, urban and environmental services, logistic and transportation, real estate, hospital management, among others.

In 2006 Acciona recorded a turnover of 6,272 million € (+29.3% than in 2005), an EBITDA of 960 million euros (+29.2%), an operating profit of 630 million € (+23.1%) and an attributable net result of 1,370 million € (+322.8%) . Acciona is quoted on the IBEX-35 (ANA.MC) selective index with a capitalisation of 10.3 billion euros.

About Enel

Enel is Italy's largest power company and Europe's third-largest listed utility by market capitalization. Listed on the Milan and New York stock exchanges since 1999, Enel has the largest number of shareholders of any Italian company, at some 2.3 million. It has a market capitalization of about 50 billion € at current prices.

About E.On

E.ON is the world’s largest private power and gas company with over 30 million customers in more than 20 European countries and the United States and a non-audited turnover exceeding 50 billion € in 2005. Since its incorporation in 2000, E.On has focused in the energy and gas supply, having successfully developed new markets in the United States, the United Kingdom, Central and Eastern Europe and Scandinavia. E.On

Disclaimer

This press release contains information on Acciona, S.A. (Acciona), Enel S.p.A. (Enel) and E.ON AG (E.On) in connection with its beneficial ownership of shares in Endesa, S.A. (Endesa) and in connection with an agreement (the "Agreement") entered into today among Acciona, Enel, and E.On and the transactions and matters contemplated by the Agreement.

This press release should be read together with the Agreement, an original English language copy of which will be filed with the U.S. Securities and Exchange Commission (SEC) and a Spanish language translation of which has been filed with the Spanish Comisión Nacional del Mercado de Valores (CNMV).

Further, analysts and investors should carefully review all of the filings made by Acciona, Enel and E.On with the CNMV and with the SEC; those filings contain important information about Acciona, Enel and E.On, their beneficial ownership of Endesa shares, the Agreement, the transactions contemplated thereby, and other related matters. The Agreement and all of the information referred to in this paragraph is publicly available at www.cnmv.es and www.sec.gov, and must be considered reproduced in this release.

The implementation of the transactions contemplated or referred to by the Agreement and referred to herein, (including the pending tender offer by E.On for 100% of the shares of Endesa, the contemplated joint tender offer by Acciona and Enel for 100% of the shares of Endesa, and the acquisitions by E.On of some assets owned by Endesa and Enel) is subject to various conditions, authorizations, contingencies and other significant requirements and constraints deriving from applicable laws and regulations and from the Agreement itself. Further, to the extent permitted under applicable law and from the Agreement itself, as long as it is permitted under the applicable law, Acciona, Enel and E.On reserve their right to amend,

supplement, waive or rescind any part of the Agreement as they may agree from time to time. As a result of the foregoing, analysts and investors should not rely on this press release or on the Agreement as an assurance that any or all of the transactions envisaged in said documents will be necessarily completed or implemented. Further, analysts and investors are urged to read the Agreement and to seek legal advice in order to fully understand the terms, conditions, risks and contingencies to which the transactions envisaged in the Agreement are subject.

This press release has the purpose of summarizing and explaining certain key provisions of the Agreement for the benefit of the shareholders of Acciona, Enel and E.On, other investors in Endesa and the market in general. By preparing and releasing this press release, none of Acciona, Enel or E.On intends to recommend or suggest, directly or indirectly, any investment strategy in connection with Acciona, Enel, E.On, Endesa or any other company, or with any securities issued by any such persons. This press release does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law. Subject to the terms and conditions provided in the Agreement and the agreement executed by and between Acciona and Enel on March 26, 2007, Acciona and Enel shall file with the CNMV and with other applicable market supervisors and regulators a tender offer document for the shares of Endesa, as soon as it is permitted and/or required under Spanish law and other applicable laws. Such prospectus will be provided to shareholders of Endesa in accordance with such law to the extent required or permitted thereby.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by law and therefore persons in any such jurisdiction into which this press release is released, published or distributed should inform themselves about and observe such restrictions.

Additional Important Information for U.S. Investors

On January 26, 2007, E.On, through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and American Depositary Shares (“ADSs”) of Endesa with the SEC. Endesa investors and security holders are urged to read the U.S. tender offer statement (as updated and amended), because it contains important information. Furthermore, Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish tender offer for Endesa because it contains important information. The Spanish prospectus and certain complementary documentation were authorized in Spain by the CNMV. Investors and security holders may obtain a free copy of the Spanish prospectus and its complementary documentation from E.ON, Endesa, the four Spanish Stock Exchanges, Santander Investment Bolsa SV SA, Santander Investment SA, Corredores de Bolsa, and elsewhere. The Spanish prospectus is also available on the web sites of the CNMV (www.cnmv.es), E.ON (www.eon.com), and elsewhere. Likewise, Endesa investors and security holders may obtain a free copy of the U.S. tender offer statement and other documents filed by E.ON with the SEC on the SEC’s web site at www.sec.gov. The U.S. tender offer statement and these other documents may also be obtained for free from E.ON by directing a request to E.ON AG, External Communications, Tel.: 0211- 45 79 - 4 53.

If Acciona and Enel commence a tender offer in the United States, they will file with the SEC a statement on Schedule TO that will include an offer to purchase, a letter of transmittal and related documents. The offer to purchase, letter of transmittal and related documents will also be mailed to U.S. holders of record of Endesa shares and holders of ADSs representing Endesa shares, and be made available for distribution to beneficial owners of Endesa shares and ADSs. The solicitation of offers to buy the Endesa shares and ADSs will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. When they are available, U.S. stockholders should carefully read those materials (as well as any amendments and supplements to those materials) prior to making any decisions with respect to the tender offer because they will contain important information, including the various terms of, and conditions to, the tender offer. When they are available, U.S. stockholders will be able to obtain the offer to purchase, the letter of transmittal and related documents without charge from the SEC's website at www.sec.gov and will receive information at an appropriate time on how to obtain such materials for free from Acciona and Enel or their duly designated agent.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements in its general meaning and within the meaning of Spanish applicable law regarding securities markets. These statements appear in a number of places in this document and include statements regarding the intent, belief or current expectations, estimates regarding future growth of Acciona, Enel, E.On, Endesa and other companies, as well of the global business, market share, financial results and other aspects of the activity and situation relating to those companies. The forward-looking statements in this document can be identified, in some instances, by the use of words such as "expects", "anticipates", "intends", and similar language or the negative thereof or by forward-looking nature of discussions of strategy, plans or intentions. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and actual results may differ materially from those in the forward-looking statements as a result of various factors. Analysts and investors are cautioned not to place undue reliance on those forward-looking statements which speak only as of the date of this press release. None of Acciona, Enel or E.On undertakes any obligation to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events and circumstances after the date of this press release, including, without limitation, change in Acciona’s, Enel’s or E.On’s business or acquisition strategy to reflect the occurrence of unanticipated events.

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Exhibit 99.42
Madrid, 2 de abril de 2007

COMISIÓN NACIONAL DEL MERCADO DE VALORES
Dirección de Mercados Primarios
Paseo de la Castellana, 19
28046 Madrid


Fax nº: 91 585 1662


Muy señores nuestros:				Dear Sirs,

En cumplimiento de lo dispuesto en el				In compliance with article 82 of Act 24/1988,
Artículo 82 de la Ley 24/1988, de 28 de julio,				of July 28th, on the Securities Market,
de Mercado de Valores, ACCIONA, S.A.				ACCIONA, S.A. hereby reports the following:
comunica el siguiente:

HECHO RELEVANTE				RELEVANT INFORMATION

Las iniciativas adoptadas por E.On, de un				The actions adopted by E.On, Acciona and
lado, y Acciona y Enel, del otro, para				Enel to promote and defend their respective
promover y defender sus respectivos proyectos				management projects for Endesa have led to a
de gestión en Endesa han desembocado en un				business and legal confrontation, which
estado de confrontación empresarial y judicial				threatened to become permanent, to the
que amenazaba con hacerse permanente en				detriment of Endesa, its shareholders and the
detrimento de Endesa, de sus accionistas y de				parties.
las partes.

Para remediar esta situación y despejar la				In order to bring that situation to an end and to
incertidumbre e inestabilidad que podrían				dissipate the uncertainties and unsteadiness
comprometer el desarrollo futuro de Endesa y				that could compromise Endesa´s future
afectar al éxito de sus operaciones y de su				development and adversely affect the success
desarrollo financiero si se prolongaran				of its operations and financial performance of
indefinidamente, E.On, Acciona y Enel han				Endesa if continued into the indefinite future,
decidido de común acuerdo en el día de hoy				E.On, Acciona and Enel have decided today to
poner fin a sus diferencias mediante la				jointly resolve and settle their conflicts by
celebración del acuerdo que se adjunta (el				entering into the attached agreement (the
“Acuerdo”), cuyos términos más relevantes se				“Agreement”), the main terms of which are
resumen a continuación (se adjunta una				summarized below (a Spanish version of the
versión en castellano del Acuerdo a efectos				Agreement prepared for informational
meramente informativos).				purposes is enclosed).

1. Compromisos de E.On respecto de su				1. E.On´s undertakings as to its tender offer
OPA

E.On se ha comprometido (i) a no renunciar a				E.On has undertaken (i) not to waive the
la condición a la que está sujeta su OPA en				existing condition precedent of its current

curso, y a dejar dicha oferta sin efecto si las

tender offer, and accordingly E.On will not

aceptaciones recibidas no alcanzan la mayoría

acquire any shares tendered if less than a

del capital social de Endesa; y (ii) a no

majority of the outstanding share capital of

adquirir acciones de Endesa ni realizar otro

Endesa is tendered in the offer; and (ii) unless

tipo de operaciones sobre las acciones de

E.On’s tender offer is successful, not to

Endesa durante los próximos cuatro años,

acquire, nor to enter into other kind of

salvo que la OPA de E.On tenga éxito.

transactions in respect of, shares in Endesa for

the next four years.

2. Adquisición por E.On de activos de

2. Acquisition by E.On of assets of Endesa

Endesa

Enel y Acciona se han comprometido a

Enel and Acciona have undertaken to submit

someter a la consideración de los órganos

to the consideration of the corporate bodies of

sociales de Endesa y, específicamente, de su

Endesa (and specifically, of its shareholders´

Junta General, y a apoyar en ellos, la venta a

meeting), and to support within those bodies,

E.On de los siguientes activos:

the sale to E.On of the following assets:

(i) Los activos de Endesa Europa, S.L.U. en

(i) the assets owned by Endesa Europa, S.L.

Francia, Italia, Polonia y Turquía; y

in France, Italy, Poland and Turkey; and

(ii) ciertos activos adicionales radicados en

(ii)

certain additional assets located in Spain

España consistentes en (a) derechos por 10

consisting of (a) drawing rights over 450

años sobre una capacidad de 450 MW de

MW of nuclear-generated electricity

energía eléctrica de origen nuclear en base

under a 10-year energy supply

a un contrato de suministro de energía y

agreement; and (b) three power plants

(b) tres centrales térmicas con una

with an installed capacity of

potencia instalada conjunta de

approximately 1475 MW in aggregate.

aproximadamente 1475 MW.

El precio de la compraventa será el valor de

The price of the sale and purchase of these

mercado de los activos a transferir, cuya

assets will be equal to the fair market value of

determinación se basará en la valoración de

these assets, which will be based on the

varios bancos de inversión de reconocido

valuation made by several investment banks of

prestigio internacional.

internationally recognized standing.

3. Adquisición por E.On de activos de Enel

Acquisition by E.On of assets of Enel

Enel ha asumido, por su parte, el compromiso

For its part, Enel has agreed to sell to E.On its

de vender a E.On su participación en Enel

stake in Enel Viesgo Generación, S.L., Enel

Viesgo Generación, S.L., Enel Viesgo

Viesgo Servicios, S.L., and Electra de Viesgo

Servicios, S.L., y Electra de Viesgo

Distribución, S.L.

Acciona y Enel han acordado hoy modificar el

Acciona and Enel have agreed today to amend

Acuerdo sobre Acciones de Endesa suscrito y

the

Cooperation Agreement executed and

comunicado al mercado el pasado 26 de marzo

disclosed to the market on March 26, 2007 to

de 2007 para dejar sin efecto la estipulación

eliminate the clause that provided for the

que preveía la integración de los activos de

integration of Viesgo’s assets into Endesa (a

Viesgo en Endesa (se adjunta copia del

copy of such agreement and its translation into

referido acuerdo y de su traducción al

castellano).

Spanish are enclosed hereto).

El precio de la compraventa será el valor de

The price of the sale and purchase of these

mercado de los activos a transferir, cuya

assets will be equal to the fair market value of

determinación se basará en la valoración de

these assets, which will be based on the

varios bancos de inversión de reconocido

valuation made by several investment banks of

prestigio internacional.

internationally recognized standing.

4. Condiciones suspensivas

4. Conditions precedent

Los compromisos de venta previstos en los

The sale undertakings set forth in sections 2

apartados 2 y 3 anteriores están sujetos al

and 3 above are subject to the satisfaction or

cumplimiento o renuncia de las siguientes

waiver the following conditions precedent: (1)

condiciones suspensivas: (1) que Acciona y

that Acciona and Enel have acquired effective

Enel hayan adquirido el control efectivo sobre

control over Endesa and (2) that the parties

Endesa y (2) que las partes hayan obtenido las

have obtained relevant regulatory

autorizaciones administrativas pertinentes.

authorizations.

Acuerdos sobre acciones legales

5. Agreements on legal claims

Acciona y Enel, de un lado, y E.On, de otro

Acciona and Enel, on the one hand, and E.On,

han acordado desistir de todas las acciones

on the other, have agreed to release and waive

legales que pudiesen haber iniciado respecto

any claims (and to terminate all litigation) they

de sus respectivas inversiones en Endesa y en

may have against each other relating to Endesa

general renunciar a cualquier reclamación

securities and related matters.

futura relativa a tales inversiones.

OPA de Acciona y Enel

6. Tender Offer by Acciona and Enel

El Acuerdo reitera, también frente a E.On, el

The Agreement reaffirms the undertaking of

compromiso asumido por Acciona y Enel en el

Acciona and Enel set forth in the Cooperation

Acuerdo sobre Acciones de Endesa celebrado

Agreement executed on March 26, 2007

el 26 de Marzo de 2007 de formular una OPA

between them, for their benefit and for the

sobre la totalidad del capital de Endesa en los

benefit of E.On, to launch a tender offer for

términos y condiciones establecidos en el

the total share capital of Endesa on the terms

Acuerdo sobre las Acciones de Endesa, a un

and subject to the conditions set forth in the

precio no inferior a € 41, incrementado con los

Cooperation Agreement, at a price per Endesa

intereses devengados sobre tal importe desde

share not lower than € 41, plus interest

la fecha del Acuerdo sobre las Acciones de

accrued on such amount from the date of the

Endesa hasta la fecha de presentación de la

Cooperation Agreement until the date of the

OPA a un interés equivalente a EURIBOR a 3

filing of the tender offer at an interest rate

meses, y deduciendo cualquier dividendo

equal to the three-month Euro Interbank

pagado respecto de las acciones de Endesa con

Offered Rate (EURIBOR), minus any

posterioridad a la fecha del Acuerdo sobre las

dividends paid on Endesa shares from and

Acciones de Endesa.

after the date of the Cooperation Agreement.

Intereses en juego

7. Interests at stake

El Acuerdo busca salvaguardar todos los

The Agreement aims at safeguarding all the

intereses implicados en una empresa de la

interests involved in a company with the



envergadura y significación de Endesa. Las		relevance and magnitude of Endesa. The
partes entienden que el Acuerdo, además de		parties believe that the Agreement will,
satisfacer sus legítimos intereses privados,		besides satisfying their legitimate private
beneficia:		interests:

a)	el interés de los accionistas minoritarios	a)	benefit the public shareholders, because
	pues el Acuerdo contribuye a acelerar y		the Agreement increases the speed and
	dotar de certeza a la OPA que lanzará		certainty with which Acciona and Enel
	Acciona y Enel sobre Endesa a un precio		could launch their tender offer for Endesa
	superior al ofrecido por E.ON (al menos,		securities, which tender offer will be at a
	41 Euros, incrementado con los intereses		higher price (at least € 41, plus interest
	devengados sobre ese importe desde la		accruing on such amounts until the launch
	presentación de la OPA, ajustado por los		of the tender offer, and adjusted for any
	dividendos distribuidos), porque, entre		dividends distributed) than the price
	otros motivos, en caso de que E.On		offered in E.On’s tender offer, in part
	desistiese de su oferta por no tener ésta		because the six-month moratorium
	resultado positivo, no será aplicable la		established in the CNMV´s resolution
	moratoria de seis meses establecida por la		issued on March 23, 2007 will not apply if
	CNMV en su acuerdo de 23 de marzo de		E.On withdraws its offer because it has not
	2007;		had a positive result.;

b)	el interés del mercado eléctrico español y	b) benefit the Spanish electricity market and
	los consumidores, ya que las		customers, because the sales provided for
	desinversiones previstas en el Acuerdo		in the Agreement, consisting of asset sales
	mediante la venta de activos a E.On		to E.On, will contribute to the
	contribuirán a dinamizarlo y a incrementar		enhancement of the level of workable
	su nivel de competencia efectiva, al		competition in the market, at least, from
	menos, bajo dos perspectivas: (a)		two perspectives: (a) by strengthening the
	reforzando la competitividad de los		competitiveness of the secondary players
	operadores secundarios y (b) minorando la		and (b) by reducing the market share of the
	cuota de mercado del primer operador, que		first player, which has sometimes been
	en ocasiones se ha considerado		regarded as potentially high by antitrust
	potencialmente elevada por las		authorities, but without undermining
	autoridades de la competencia, pero sin		Endesa’s status as a sector leader in Spain
	afectar el estatus de Endesa como un líder		and Latin America; and
	del sector en España y Latinoamérica; y

c)	el interés de la propia Endesa, toda vez	c)	benefit Endesa, because the Agreement is
	que el Acuerdo está llamado a facilitar la		expected to facilitate the management of
	gestión de la compañía, a garantizar la		Endesa, to guarantee the functioning of its
	operatividad de sus órganos sociales		corporate bodies (minimizing the risk of
	(minimizando el riesgo de bloqueo) y a		deadlock) and to dissipate the uncertainties
	despejar las incógnitas sobre el futuro de		regarding Endesa’s future that obstructed
	Endesa que impedían o dificultaban su		or hindered its strategic planning. It should
	planificación estratégica. Debe también		also be noted that a significant portion of
	observarse que buena parte de las		the sales provided for in the Agreement
	desinversiones que implica el presente		(namely, the sale of Endesa Italia) would
	Acuerdo (señaladamente la venta de		nonetheless be otherwise required on
	Endesa Italia) serían de otra forma		regulatory grounds and in any event will
	exigibles y, en todo caso, sin afectar		not adversely impact the ongoing



adversamente el negocio actual de Endesa.		operations of Endesa.

Atentamente/Yours sincerely,

ACCIONA, S.A.
P.p.



/s/ Jorge Vega-Penichet
Jorge Vega-Penichet
Secretario del Consejo/Company Secretary



ANEXO 1: ACUERDO ENTRE		ANNEX 1: AGREEMENT BETWEEN
ACCIONA, ENEL Y E.ON SUSCRITO EL		ACCIONA, ENEL AND E.ON DATED
2 DE ABRIL DE 2007		APRIL 2, 2007



ANEXO 2: TRADUCCIÓN AL		ANNEX 2: TRANSLATION INTO
CASTELLANO DEL ACUERDO ENTRE		SPANISH OF THE AGREEMENT
ACCIONA, ENEL Y E.ON SUSCRITO EL		BETWEEN ACCIONA, ENEL AND E.ON
2 DE ABRIL DE 2007		DATED APRIL 2, 2007



ANEXO 3: ACUERDO ENTRE ACCIONA		ANNEX 3: AGREEMENT BETWEEN
Y ENEL, SUSCRITO EL 2 DE ABRIL DE		ACCIONA AND ENEL, DATED APRIL 2,
2007, DE MODIFICACIÓN DEL		2007, OF AMENDMENT OF THE
ACUERDO SOBRE ACCIONES DE		COOPERATION AGREMENT
ENDESA SUSCRITO POR ACCIONA Y		BETWEEN ACCIONA AND ENEL
ENEL EL PASADO 26 DE MARZO DE		DATED MARCH 26, 2007
2007



ANEXO 4: TRADUCCIÓN AL INGLÉS		ANNEX 4: TRANSLATION INTO
DEL ACUERDO ENTRE ACCIONA Y		ENGLISH OF THE AGREEMENT
ENEL, SUSCRITO EL 2 DE ABRIL DE		BETWEEN ACCIONA AND ENEL,
2007, DE MODIFICACIÓN DEL		DATED APRIL 2, 2007, OF
ACUERDO SOBRE ACCIONES DE		AMENDMENT OF THE COOPERATION
ENDESA SUSCRITO POR ACCIONA Y		AGREMENT BETWEEN ACCIONA AND
ENEL EL PASADO 26 DE MARZO DE		ENEL DATED MARCH 26, 2007
2007

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