AMENDMENT #1 TO SCHEDULE 13D

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

-----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, HXEQ1F1gJWA16IpqxThby05+v/uIfe+C3qs1IIqDqPkL7rM57WTuKAX2rvar0T3E XDfto1CaEkhtNOFbqtPnZQ== 0000950123-07-003763.txt : 20070314 0000950123-07-003763.hdr.sgml : 20070314 20070313210204 ACCESSION NUMBER: 0000950123-07-003763 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070313 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: 07692016 BUSINESS ADDRESS: STREET 1: CALLE RIBERA DEL LOIRA 60 CITY: MADRID STATE: U3 ZIP: 28042 BUSINESS PHONE: 34-91-2131000 MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: STE 410 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS AG CENTRAL INDEX KEY: 0001114446 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BAHNHOFSTRASSE 45 STREET 2: P O BOX CH 8098 CITY: ZURICH STATE: V8 ZIP: - BUSINESS PHONE: 41-1-234-4100 MAIL ADDRESS: STREET 1: BAHNHOFSTRASSE 45 STREET 2: P O BOX CH 8098 CITY: ZURICH STATE: V8 ZIP: - SC 13D/A 1 y30349a1sc13dza.htm AMENDMENT #1 TO SCHEDULE 13D AMENDMENT #1 TO SCHEDULE 13D


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Endesa, S.A.

(Name of Issuer)

Ordinary Shares, nominal value €1.20

(Title of Class of Securities)

00029274F1

(CUSIP Number)

David Aufhauser, Esq.
UBS AG
299 Park Avenue
New York, NY 10171
(212) 821-3000

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

March 13, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 (“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).


CUSIP No.		00029274F1		Page		2		of		6


1	NAMES OF REPORTING PERSONS: UBS AG (for the benefit of UBS Investment Bank, Wealth Management USA and Global Wealth Management and Business Banking business groups of UBS AG)


	*See Item 5.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	BK, AF, WC

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Switzerland

		7	SOLE VOTING POWER:

NUMBER OF			74,112,648

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			74,112,648

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	74,112,648

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	7.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	BK

TABLE OF CONTENTS


	Item 1. Security and Issuer.
	Item 4. Purpose of Transaction.
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
	Item 7. Material to be Filed as Exhibits.
SIGNATURES
EX-99.3: BROKERAGE AGREEMENT
EX-99.4: STRUCTURING FEE AGREEMENT
EX-99.5: AMENDED AND RESTATED CONFIRMATION AGREEMENT

CUSIP No. 00029274F1

13D

Page 3 of 6 Pages

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on March 9, 2007 (the “Schedule 13D”) by UBS AG (the “Reporting Person”), relating to the ordinary shares, nominal value €1.20 each (the “Shares”), of Endesa, S.A., a corporation organized under the laws of Spain (the “Issuer”). Capitalized terms used herein and not defined have the same meaning assigned thereto under the Schedule 13D.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding to the end of Item 4 the following:

On February 27, 2007, Enel entered into a brokerage agreement with UBS Limited pursuant to which UBS Limited acted as Enel’s broker in connection with the acquisition of 105,800,000 Shares by Enel. UBS Limited received a brokerage fee of 0.20% of the aggregate purchase price of the 105,800,000 Shares. This summary is qualified in its entirety by reference to the copy of the brokerage agreement with Enel filed as Exhibit 3 to this Schedule 13D.

On March 1, 2007, Enel entered into a structuring fee agreement with UBS Limited whereby Enel agreed to a pay a structuring fee in connection with transactions described on Enel SpA’s Schedule 13D that was filed on March 9, 2007 with respect to the Shares of the Issuer. Under this structuring fee agreement, in connection with Enel’s purchase of up to 105,875,210 Shares, Enel agreed to pay to UBS Limited an amount equal to 13.5 basis points multiplied by the total number of Shares purchased by Enel through any share swap transaction multiplied by the average price across all such share swap transactions. Under this structuring fee agreement, in connection with Enel’s purchase of additional Shares in excess of 105,875,210, Enel agreed to pay to UBS Limited an amount equal to 12.5 basis points multiplied by the total number of Shares purchased by Enel through any share swap transaction multiplied by the average price across all such share swap transactions. This summary is qualified in its entirety by reference to the copy of the structuring fee agreement with Enel filed as Exhibit 4 to this Schedule 13D.

On March 13, 2007, UBS Limited amende d the terms of the Equity Swap by entering into an Amended and Restated Confirmation Agreement with Enel. The amendment affects the provisions regarding the provision of collateral by Enel to UBS Limited, the former agreeing, on a monthly basis for the first three months, to provide cash collateral commensurate with any decline in value of the Shares, and also to provide full collateral cover in the event that it elects to extend the maturity of the Equity Swap beyond three months. This summary is qualified in its entirety by reference to the copy of the Amended and Restated Confirmation Agreement with UBS Limited filed as Exhibit 5 to this Schedule 13D.

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

CUSIP No. 00029274F1

13D

Page 4 of 6 Pages

The response set forth in Item 6 of the Schedule 13D is hereby amended by the addition of the paragraphs set forth under Item 4 above.

Item 7. Material to be Filed as Exhibits.

Exhibit 3 Brokerage Agreement dated February 27, 2007, between Enel Energy Europe S.r.l. and UBS Limited in respect of 105,800,000 ordinary shares of Endesa, S.A.

Exhibit 4 Structuring Fee Agreement dated March 1, 2007, between Enel Energy Europe S.r.l. and UBS Limited in respect of share swap transactions for ordinary shares of Endesa, S.A.

Exhibit 5 Amended and Restated Confirmation Agreement dated March 13, 2007, between UBS Limited and Enel Energy Europe S.r.l. (including the ISDA 1992 Master Agreement, which is incorporated by reference into the confirmation).

CUSIP No. 00029274F1

13D

Page 5 of 6 Pages

SIGNATURES

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: March 13, 2007		UBS AG

		/s/ David Kelly

		By: David Kelly
		Title: Managing Director

		/s/ Edward Buscemi

		By: Edward Buscemi
		Title: Executive Director

CUSIP No. 00029274F1

13D

Page 6 of 6 Pages

Exhibit Index


Exhibit
3		Brokerage Agreement dated February 27, 2007, between Enel Energy Europe S.r.l. and UBS Limited in respect of 105,800,000 ordinary shares of Endesa, S.A.
4		Structuring Fee Agreement dated March 1, 2007, between Enel Energy Europe S.r.l. and UBS Limited in respect of share swap transactions for ordinary shares of Endesa, S.A.
5		Amended and Restated Confirmation Agreement dated March 13, 2007, between UBS Limited and Enel Energy Europe S.r.l (including the ISDA 1992 Master Agreement, which is incorporated by reference into the confirmation).

EX-99.3 2 y30349a1exv99w3.htm EX-99.3: BROKERAGE AGREEMENT EX-99.3

Exhibit 3

STRICTLY PRIVATE AND CONFIDENTIAL

27 February 2007

UBS Limited
1 Finsbury Avenue
London EC2M 2PP

Dear Sir/Madam

Purchase of Endesa S.A. Shares

We, ENEL Spa (the “Company”), write to confirm our instruction to UBS Limited (“UBS”) to purchase on our behalf up to 105,800,000 ordinary bearer shares par value EUR 1.20 in Endesa, S.A., (the “Shares” and each a “Share”) at a price of EUR 39.00 per share (the “Engagement”).

The Company agrees to transfer to the account to be notified to the Company by UBS:

(a) an amount equal to EUR 4,126,200,000 (the “Purchase Price”);

(b) by way of fees, an amount equal to 0.20% of the Purchase Price (the “Fee”);

(c) any stamp duty, stamp duty reserve tax, or other applicable transfer taxes relating to the relevant Purchases, to the
extent not paid directly by the Company,

by no later than 2pm on the 5 March 2007 (being the 3^rd business day following the relevant trade date). Said shares will be deposited by UBS in the account of a subsidiary wholly owned by the Company, as indicated by the Company.

The Company warrants and represents to UBS that: (i) it is generally and unconditionally authorised to make this purchase; (ii) the Board has approved entry into this Engagement; and (iii) it, nor any other person, legal or natural, which may take investment decisions in respect of this purchase, at the date of this letter, does not have, nor is it aware of, any inside information and is not restricted from making this purchase of Shares under relevant rules of insider dealing or market abuse provisions or equivalent in the United States, United Kingdom, Spain, the Republic of Italy or elsewhere; and (iv) it shall company with any notification requirements in Spain, the Republic of Italy or elsewhere.

The Company covenants with UBS that it will keep UBS indemnified against any losses, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any breach of this agreement or any actual or alleged misrepresentation in or breach of any of the above representations and warranties and will reimburse UBS for all costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim.


This agreement is governed by English law.

Yours faithfully

/s/ Claudio Machetti Claudio Machetti Finance Director

ENEL S.p.A

Accepted and agreement for and on behalf of UBS Limited


/s/ Adam Welman Managing Director				/s/ Piero Novelli Managing Director

EX-99.4 3 y30349a1exv99w4.htm EX-99.4: STRUCTURING FEE AGREEMENT EX-99.4

Exhibit 4

UBS INVESTMENT BANK

STRICTLY PRIVATE AND CONFIDENTIAL

1 March 2007

To: Enel Energy Europe Srl

Dear Sir/Madam

Share swap transaction — Endesa S.A. Shares

Please sign and return a copy of this letter agreement by way of acceptance of its terms.

You have informed us that, apart from the share swap transaction you have entered with UBS Limited (“UBS”) you have entered into similar transactions with one or more other banks (all such transactions, including the transaction with UBS “Transactions”). The Transactions have shares of Endesa S.A. (the “Shares”) as underlying.

In consideration of UBS’s structuring and arranging services being used to structure and arrange the Transactions, you have agreed to pay to UBS a structuring fee of:

1.		For the first 105,875,210 Shares, an amount equal to 13.5 basis points multiplied by the total number of Shares underlying the Transactions multiplied by the average initial price (across all Transactions); and

2.		For Shares in excess of 105,875,210 Shares, an amount equal to 12.5 basis points multiplied by the total number of such Shares underlying the Transactions multiplied by the average initial price (across all Transactions).

The proportion of the fee attributable to each individual transaction is to be paid no later than 3 business days after the trade date for each transaction. These fees will be paid by Enel Energy Europe Srl, or the payment of these fees will be procured by Enel Energy Europe Srl.

This agreement is governed by English law.


Yours faithfully

/s/ Piero Novelli Managing Director

UBS LIMITED

Accepted and agreement for and on behalf of Enel Energy Europe Srl

EX-99.5 4 y30349a1exv99w5.htm EX-99.5: AMENDED AND RESTATED CONFIRMATION AGREEMENT EX-99.5

Exhibit 5

UBS Investment Bank, London


Date:		13 March, 2007

To:		Enel Energy Europe Srl (“Counterparty”)

Fax No.:		+39 06 83 05 92 75

From:		UBS Limited (“UBS”)

Re:		Share Swap Transaction — UBS Reference:

This agreement (this “Confirmation”) confirms the amended and restated terms of a transaction that UBS and Counterparty have agreed to enter on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This confirmation supersedes and replaces any and all previous confirmations of the Transaction.

The 2000 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions govern. If there is any inconsistency between the Definitions and this Confirmation, this Confirmation governs.

This Confirmation, together with all other documents referring to the ISDA Form (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border), in standard printed form, but with (i) EUR as Termination Currency, (ii) Loss as the payment measure on early termination under Section 6(e), (iii) the guarantee issued to UBS by Enel SpA in respect of the obligations of Counterparty under the Transaction constitutes a Credit Support Document in relation to Counterparty, (iv) the event of Counterparty ceasing to be majority controlled (directly or indirectly) by Enel SpA being an Additional Termination Event with Counterparty as the sole Affected Party, and (v) English law as Governing Law, as if we had executed an agreement in such form (with any elections and modifications specified below) (the “ISDA Form”) on Trade Date of the Transaction to which this Confirmation relates. In the event of any inconsistency between the this Confirmation and any other part of the ISDA Form, this Confirmation will prevail for the purpose of this Transaction.

The terms of the Transaction are:

General Terms


Trade Date:		1 March, 2007, or if such day is not an Exchange Business Day, the first Exchange Business Day thereafter. (Time of execution available upon request.)

Effective Date:		The third Exchange Business Day after the Trade Date.

Termination Date:		The Cash Settlement Payment Date, if Cash Settlement applies, and the Settlement Date, if Physical Settlement applies.

Shares:		The common stock of Endesa S.A. (the “Issuer”) (ISIN:ES0130670112)

Exchange(s):		Bolsa de Madrid

Related Exchange(s):		All Exchanges

Interim Payments

1. On the Effective Date, the Counterparty will pay UBS an amount equal to 25% of the Equity Notional Amount

2. On the first Floating Amount Payment Date,

(i) if the Current Notional Amount is greater than the Equity Notional Amount, the Counterparty shall pay the positive difference between 25% of the Equity Notional Amount and 25% of the Current Notional Amount to UBS; and

(ii) if the Equity Notional Amount is less than the Current Notional Amount, UBS shall pay the positive difference between 25% of the Equity Notional Amount and 25% of the Current Notional Amount to the Counterparty; and

B.		if the Initial Price is greater than the Capped Closing Share Price, the Counterparty shall pay to UBS the amount of such excess multiplied by the Number of Shares.

3.		On the second Floating Amount Payment Date,

(i) if the Current Notional Amount with respect to the second Floating Amount Payment Date is greater than the Current Notional Amount with respect to the first Floating Amount Payment Date, the Counterparty shall pay to UBS the positive difference between 25% of the Current Notional Amount with respect to the second Floating Amount Payment Date and 25% of the Current Notional Amount with respect to the first Floating Amount Payment Date; and

(ii) if the Current Notional Amount with respect to the first Floating Amount Payment Date is greater than the Current Notional Amount with respect to the second Floating Amount Payment Date, UBS shall pay the positive difference between 25% of the Current Notional Amount with respect to the first

Floating Amount Payment Date and 25% of the Current Notional Amount with respect to the second Floating Amount Payment Date; and

(i) if the Capped Closing Share Price on the first Floating Amount Payment Date is greater than the Capped Closing Share Price, the Counterparty shall pay to UBS the positive difference between such prices multiplied by the Number of Shares; and

(ii) if the Capped Closing Share Price is greater than the Capped Closing Share Price on the first Floating Amount Payment Date, UBS shall pay to Counterparty the positive difference between such prices multiplied by the Number of Shares.

On the third Floating Amount Payment Date,

(i) if the Counterparty has not elected to extend this Transaction in accordance with the Optional Maturity Extension provision below, UBS shall pay to the Counterparty the amount indicated in part 5 below of this Interim Payments section; and

(ii) if the Counterparty has elected to extend this Transaction in accordance with the Optional Maturity Extension provision below,

(i) if 100% of the Equity Notional Amount is greater than 25% of the Current Notional Amount with respect to the second Floating Amount Payment Date, then the Counterparty shall pay the positive difference between 100% of the Equity Notional Amount and 25% of the Current Notional Amount with respect to the second Floating Amount Payment Date to UBS; and

(ii) if 25% of the Current Notional Amount with respect to the second Floating Amount Payment Date is greater than 100% of Equity Notional Amount, UBS shall pay the positive difference between 25% of the Current Notional Amount with respect to the second Floating Amount Payment Date and 100% of the Equity Notional Amount to the Counterparty; and

UBS shall pay to Counterparty any amounts received by it under 2(B) or 3(B) above and not yet returned to Counterparty.

On the Termination Date, UBS shall pay to the Counterparty an amount equal to the sum of (a) all the amounts paid to UBS by the Counterparty pursuant to this Interim Payments section on all previous Floating Amount Payment Date section less (b) all the amounts paid to the Counterparty by UBS pursuant to this Interim Payments provision section on all previous Floating Amount Payment Dates.

Definitions


Current Notional Amount:		Means, with respect to each Floating Amount Payment Date, the product of (i) the closing price per Share on the second last Exchange Business Day prior to such Floating Amount Payment Date and (ii) the Number of Shares

Capped Closing Share Price:		means, with respect to a Floating Amount Payment Date, subject to a maximum of EUR 39,00, the closing price per Share on the Exchange on the second last Exchange Business Day prior to such Floating Amount Payment Date.

If a closing price is unavailable to the Calculation Agent for the purposes of the foregoing, it shall use the most appropriate price instead, including, where appropriate, the last available closing price on the Exchange.

Equity Amounts


Equity Amount Payer:		UBS

Number of Shares:		The number of Shares in relation to which UBS advises Counterparty on the Trade Date that it has been able to hedge its exposure under this Transaction, subject to a maximum of 74,112,648 Shares.

Equity Notional Amount:		An amount in EUR equal to the product of (i) the Number of Shares and (ii) the Initial Price

Equity Notional Reset:		Not applicable

Type of Return:		Total Return

Multiplier:		One

Initial Price:		The volume-weighted average execution price per Share at which UBS actually establishes its Hedge Positions for this Transaction, as determined by the Calculation Agent, subject to a maximum of EUR 39.00.

Dividends

Dividend Period:		The period from but excluding the Trade Date to and including the Valuation Date

Dividend Amount:		With respect to each payment of cash dividends by the Issuer for which the ex-dividend date falls during the Dividend Period, the amount that would be payable to UBS, net of any applicable taxes, if UBS were a holder of a number of Shares equal to the Number of Shares

Re-investment of Dividends:		Inapplicable

Dividend Payment Dates:		With respect to each Dividend Amount, the date on which holders of the Shares receive the corresponding dividend from the Issuer

Dividends:		For the avoidance of doubt, subject to the provisions of this Transaction on Potential Adjustment Events, the parties acknowledge that “Dividends” includes dividends, extraordinary dividends and free cash distributions (non-cash distributions being dealt with under Potential Adjustment Events provisions, whereby the Calculation Agent is required to act in good faith and in a commercially reasonable manner to reflect, among other things, the economics of any non-cash distributions).


Floating Amount 1

Floating Amount Payer:		Counterparty

Notional Amount:		For each Floating Amount Payment Date, the Equity Notional Amount less the total amounts received by UBS under parts 2(B) and 3(B) of the Interim Payments section above (and not yet returned to Counterparty pursuant to parts 3(B) and 4(B) of that section) before that Floating Amount Payment Date.

Floating Amount Payment Dates:		5 April 2007, 5 May 2007, 6 June 2007 and, if Optional Maturity Extension is elected by Counterparty, the 5^th day of each calendar month from and including July 2007 to the Termination Date, and also the Termination Date,

Floating Rate Option:		EUR-EURIBOR-Telerate

Designated Maturity:		1 Month

Spread:		0.40 %

Floating Rate Day Count Fraction:		Actual/360

Reset Dates:		The first day of each Calculation Period

Floating Amount 2

Floating Amount Payer:		UBS

Notional Amount:		For each Floating Amount Payment Date, the total amount received by UBS (and not yet returned to Counterparty) before that Floating Amount Payment Date, in each case under parts 1, 2(A), 3(A) and 4(A) of the Interim Payments section above, as at the start of the relevant Calculation Period.

Floating Amount Payment Dates:		As for Floating Amount 1

Floating Rate Option:		EUR-EURIBOR-Telerate

Designated Maturity:		1 Month

Spread:		Zero

Floating Rate Day Count Fraction:		Actual/360

Reset Dates:		The first day of each Calculation Period

Settlement Terms

Cash Settlement:		Applicable, subject to the “Conditional Right to Elect Physical Settlement” provisions below.

Cash Settlement Payment Date:		Three Currency Business Days after the Valuation Date

Final Price:		The arithmetic mean of the Relevant Prices for the Averaging Dates.

Relevant Price:		For each Averaging Date, the Exchange-published daily volume-weighted average price per Share on that Averaging Date.


Valuation Time:		Scheduled Closing Time of the Exchange

Valuation Date:		1 June, 2007, subject to the Optional Maturity Extension and Optional Early Termination provisions below.

Averaging Dates:		The Valuation Date and each of the 5 Exchange Business Days immediately prior to the Valuation Date

Averaging Date Disruption:		Modified Postponement

Conditional Right to Elect Physical Settlement

Counterparty may elect Physical Settlement in relation to this Transaction, but only if:

	(1)		Counterparty gives UBS notice of such election at least three Exchange Business Days’ prior to the first Averaging Date;

	(2)		no Event of Default has occurred and is continuing with respect to Counterparty at the time such notice is given; and

	(3)		Physical Settlement of this Transaction would be in compliance with all applicable laws and regulations (which includes, without limitation, any requirement there might be in Spain, or in Spanish law, for approval from the Spanish Comisión Nacional de Energía (“CNE”), prior approval of the CNE), and Counterparty confirms the same to UBS.

Where Physical Settlement has been elected in accordance with the foregoing, Cash Settlement shall no longer be applicable, but instead Physical Settlement shall be applicable, and the Settlement Date in relation to such Physical Settlement shall be the third Clearance System Business Day after the Valuation Date.


Share Adjustments

Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events

Notwithstanding anything below, Sections 12.2 and 12.3 of the Equity Definitions do not apply to any Merger Event or Tender Offer the Announcement Date for which is before the Trade Date, but, for the avoidance of doubt, such Sections do apply to any other Merger Event or Tender Offer.


Consequences of Merger Events

Share-for-Share:		Modified Calculation Agent Adjustment

Share-for-Other:		Modified Calculation Agent Adjustment

Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable (subject to the foregoing)

Consequences of Tender Offers:

Share-for-Share:		Modified Calculation Agent Adjustment


Share-for-Other:		Modified Calculation Agent Adjustment

Share-for-Combined:		Modified Calculation Agent Adjustment

Determining Party:		UBS

Composition of Combined Consideration:		Inapplicable

Nationalisation or Insolvency:		Negotiated Close-Out

Delisting:		Cancellation and Payment

Additional Disruption Events

Failure to Deliver:		Inapplicable

Change in Law:		Applicable

Insolvency Filing:		Inapplicable

Hedging Disruption:		Applicable

Increased Cost of Hedging:		Inapplicable

Increased Cost of Stock Borrow:		Inapplicable

Hedging Party:		UBS

Determining Party:		UBS

Optional Early Termination

The Counterparty may terminate this Transaction as at any Exchange Business Day (prior to what would otherwise be the Valuation Date) designated by the Counterparty (the day so designated, the “Optional Termination Date”) by giving not less than 7 Exchange Business Days’ notice to UBS, in which case, and notwithstanding any other provision of this Confirmation, the Valuation Date is brought forward to the Optional Termination Date, and :

(1) If Cash Settlement applies, then, in addition to any Equity Amount, Floating Amounts or Dividend Amount payable,

(i) the Counterparty must pay to UBS an amount, determined by the Calculation Agent, equal to any loss to UBS; and

(ii) UBS must pay to the Counterparty an amount, determined by the Calculation Agent, equal to any gain to UBS

in either case arising from movements in interest rates between the Optional Termination Date and the Reset Date falling immediately prior to the Optional Termination Date, and

(2) if Physical Settlement applies, then, in addition to any Floating Amounts, Equity Notional Amount and any Dividend Amounts payable, and the obligation to deliver the Number of Shares to be Delivered,

(i) the Counterparty must pay to UBS an amount, determined by the Calculation Agent, equal to any loss to UBS; and

(ii) UBS must pay to the Counterparty an amount, determined by the Calculation Agent, equal to any gain to UBS,

in either case arising from movements in interest rates between the Optional Termination Date and the Reset Date falling immediately prior to the Optional Termination Date.

Optional Maturity Extension

At any time before the day that is two Exchange Business Days before what would otherwise be the first Averaging Date, Counterparty may by notice to UBS elect to extend the maturity of this Transaction by three months, so that the Valuation Date is, subject to the Following Business Day Convention, deferred to the 1^st day of the calendar month that is three calendar months after what would otherwise have been the Valuation Date, provided however that the Valuation Date cannot be deferred beyond 1 March, 2010

Relationship Between Parties

Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (in the absence of any written agreement between the parties which expressly imposes affirmative obligations to the contrary for this Transaction):-

(A) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction will not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of this Transaction.

(B) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.

(C) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.


Non-Reliance:		Applicable

Agreements and Acknowledgements
Regarding Hedging Activities:		Applicable

Additional Acknowledgements:		Applicable

Calculation Agent:		UBS

Representation and Warranties by Counterparty

Counterparty represents, warrants and agrees to and with UBS that:

(1)		as at the Trade Date, it was not aware of any material change or any development involving a material change in the condition (financial or otherwise) of the Issuer and its subsidiaries or any other material information in the context of the Transaction, including any unpublished price-sensitive information with respect to the Shares;

(2)		all internal consents and authorisations required by it in connection with this Transaction have been obtained and all policies and procedures complied with;

(3)		it understands that, subject to the “Conditional Right to Elect Physical Settlement” provisions above, this Transaction is a cash settled instrument, and that it does not, by virtue of this Transaction alone obtain any beneficial or other ownership rights as to Shares (including, without

		limitation, as to voting and disposition, so that, for the avoidance of doubt, if, and to the extent that, UBS holds any Shares as a Hedge Position in relation this Transaction, UBS is not obliged to exercise voting rights it may have by reason of such shareholding in accordance with the wishes of Counterparty);

(4)		it has not made, and will not make, any representations or warranties to other parties (including, without limitation, the Issuer and the Issuer’s representatives or management) that it has, by virtue of this Transaction, any ownership or voting rights of a type contemplated by (3) above;

(5)		it intends to, and will, make any and all required disclosures regarding any exposure it obtains to Shares under this Transaction;

(6)		Without, for avoidance of doubt, prejudice to any obligation UBS in relation to Physical Settlement, UBS has no obligation to establish or maintain any particular type of Hedge Positions in relation to this Transaction, including, without limitation, any purchase or ownership of Shares;

(7)		it has not reached any decision to launch a takeover bid for the Issuer; and

(8)		it is not acting in concert with any other shareholder of the Issuer in relation to the Shares or the Issuer, nor has it entered into any agreement to do so.

Account Details


Payments to UBS:		(to be advised)

Payments to Counterparty:		(to be advised)

Please indicate your agreement to the foregoing by signing a copy of this Confirmation and returning it to us by fax to +44 20 7568 9257 or in pdf to each of the following email addresses: ash.gulati@ubs.com; mathieu.forcioli@ubs.com; james.eves@ubs.com
Signed on behalf of

UBS


By:	/s/ Mark Dalton	By:	/s/ Mathieu Forcioli

Name:	Mark Dalton	Name:	Mathieu Forcioli
Title:	Director	Title:	Director

Agreed and accepted as of the first date written above

ENEL ENERGY EUROPE SRL


By:		/s/ Claudio Machetti

Name:		Claudio Machetti
Title:		Director

This information is communicated by UBS AG and/or its affiliates (“UBS”). UBS may from time to time, as principal or agent, have positions in, or may buy or sell, or make a market in any securities, currencies, financial instruments or other assets underlying the transaction to which the termsheet relates. UBS may provide investment banking and other services to and/or have officers who serve as directors of the

companies referred to in this term sheet. UBS may pay or receive brokerage or retrocession fees in connection with this transaction. UBS’s hedging activities related to this transaction may have an impact on the price of the underlying asset and may affect the likelihood that any relevant barrier is crossed.

Structured transactions are complex and may involve a high risk of loss. Prior to entering into a transaction you should consult with your own legal, regulatory, tax, financial and accounting advisors to the extent you consider it necessary, and make your own investment, hedging and trading decisions (including decisions regarding the suitability of this transaction) based upon your own judgement and advice from those advisers you consider necessary. Save as otherwise expressly agreed, UBS is not acting as your financial adviser or fiduciary in any transaction.

This document is for information purposes only and should not be construed as an offer, recommendation or solicitation to conclude a transaction and should not be treated as giving investment advice. The terms of an OTC derivative transaction will be subject to the detailed provisions of the final confirmation.

UBS makes no representation or warranty relating to any information herein which is derived from independent sources. This document shall not be copied or reproduced without UBS’s prior written permission.

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/s/ Claudio Machetti

Name: Claudio Machetti

Title: Director