Annual Report 2010 - Enel.com

C) The revolving credit facility agreement
entered into with Unicredit
In order to satisfy specific treasury requirements, in December
2010 Enel entered into a revolving credit facility
agreement with Unicredit SpA for a total amount of euro
500 million and a term of about 18 months from the date
of signing.
This contract also provides that in the event that the control
of Enel is acquired by one or more parties other than
the Italian Government, such change shall be timely notified
to Unicredit SpA; in the event that Unicredit SpA
deems that the change of control may adversely affect the
capacity of Enel to fulfill its obligations under the facility
agreement, it may request the suspension of the use by
Enel of the funds provided under the facility agreement
and the reimbursement of the amounts already drawn
but not yet used.
D) The EIB loan to Enel Produzione
In order to increase its investment in the field of renewable
energy and environmental protection, in June 2007
the subsidiary Enel Produzione SpA entered into a loan
agreement with the European Investment Bank (hereinafter,
for the sake of brevity, “EIB”) for up to euro 450 million,
which expires in July 2027.
This agreement provides that both Enel Produzione SpA
and Enel are obliged to inform the EIB of any changes in
their control. If it deems that such changes could have
negative consequences on the creditworthiness of Enel
Produzione SpA or Enel, EIB may demand additional guarantees,
changes in the agreement, or alternative measures
that it considers satisfactory. If Enel Produzione SpA
does not accept the solutions it proposes, EIB has the right
to unilaterally terminate the loan agreement in question.
E) The EIB loans to Enel Distribuzione
In order to expand its plan for installing digital meters, in
December 2003 the subsidiary Enel Distribuzione SpA entered
into a loan agreement with the EIB in the amount of
euro 500 million, which expires in December 2018.
Subsequently, in order to develop the process of making
its electricity network more efficient, in November 2006
the aforesaid Enel Distribuzione SpA entered into another
loan agreement with the EIB in the amount of euro 600
million, which expires in December 2026.
Both the agreements in question are accompanied by a
guarantee agreement – not yet effective as of February
2011 as far as the aforesaid loan granted to the subsidiary
Enel Distribuzione SpA in December 2003 is concerned
– entered into by the EIB and Enel, which provides that
the Company, in its capacity as guarantor of the aforesaid
loans, is obliged to inform the EIB of any changes in its
control structure. After receiving such information, the
EIB will examine the new situation in order to decide on a
possible change in the conditions regulating the aforesaid
loans to Enel Distribuzione SpA.
F) The Cassa Depositi e Prestiti loan to Enel
Distribuzione
In April 2009, the same Enel Distribuzione SpA entered
into a framework loan agreement with Cassa Depositi e
Prestiti SpA (hereinafter, for the sake of brevity, “CDP”) for
an amount of euro 800 million, which will expire in April
2029 and is also aimed at developing the process of making
the power network of said subsidiary more efficient.
This agreement is also accompanied by a guarantee agreement
entered into by CDP and Enel, according to which the
Company, as the surety for the aforesaid loan, is obliged to
inform CDP (i) of any change in the composition of the capital
of Enel Distribuzione SpA that could entail the loss of
the control of said company, as well as (ii) of any significant
deterioration of the situation or prospects of Enel Distribuzione
SpA’s and/or Enel’s balance sheet, income statement,
cash flow, or operations. The materialization of such cases
may entail the obligation for Enel Distribuzione SpA to repay
immediately to CDP the loan received.
Compensation of the Directors
in case of early termination of
the relationship, also following
a takeover bid
The payment arrangements with the persons who currently
hold, respectively, the positions of Chairman and
Chief Executive Officer (as well as General Manager) of
Enel provide for forms of compensation in case of their
early termination of the relationship following their resignation
or dismissal without a just cause.
Specifically, it is provided that, in case of their justified
resignation or their removal without a just cause, the
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