OFFERING CIRCULAR OF THE €25,000,000,000 ISPA HIGH ... - MEF

OFFERING CIRCULAR OF THE €25,000,000,000 ISPA HIGH SPEED RAILWAY FUNDING NOTE PROGRAMME DATED 29 JANUARY 2004

(AS AMENDED ON 28 MAY 2004)

DOCUMENTO DI OFFERTA DEL PROGRAMMA ISPA €25,000,000,000 ISPA HIGH SPEED RAILWAY FUNDING NOTE PROGRAMME DATATO 29 GENNAIO 2004

(COME MODIFICATO IN DATA 28 MAGGIO 2004)

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buy, sell or hold Notes and may be subject to revision or withdrawal by the assigning rating organisation.

All payments of principal, interest and other proceeds (if any) on the Notes will be made free and clear of any withholding or deduction for Italian withholding or substitute taxes, unless the Issuer or any intermediary that intervenes in the collection of interest and other proceeds on the Notes is required by applicable law to make such a withholding or deduction. If any withholding or deduction for or on account of tax is applicable to the Notes, the Issuer will (save as provided in Condition 13 (Taxation)) pay such additional amounts as will result in the Noteholders receiving such amounts as they would have received in respect of such Notes had no such withholding or deduction been required. See "Taxation in the Republic of Italy" below.

The Notes will constitute direct obligations of the Issuer, limited in recourse to the Issuer's Transaction Rights. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by, any of the Borrowers, the Credit Facility Guarantor, the Group Holding Company, the State Contribution Provider, the TACs Forecast Manager, the TACs Confirmation Agent, the Project Facility Manager, the Representative of the Noteholders, the Liquidity Facility Provider(s), the Funding Lenders, the Programme Calculation Agent, the Transaction Accounts Bank, the Collection Accounts Bank, the Paying Agents, the Hedging Counterparties, the Arrangers, the Dealers, the Shareholder or the Listing Agent (each as defined below). Furthermore, none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes. The Noteholders will agree that the Issuer Available Funds (as defined below) will be applied by the Issuer in accordance with the relevant Priority of Payments as set out in Condition 6 (Priorities of Payments).

The Notes will be in bearer form and will be held in dematerialised form on behalf of the beneficial owners by Monte Titoli S.p.A. ("Monte Titoli") for the account of the relevant Monte Titoli Account Holders as of their respective date of issue. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). Monte Titoli shall act as depository for Euroclear and Clearstream, Luxembourg. The Notes will at all times be evidenced by book-entries in accordance with the provisions of Legislative Decree No. 213 of 24 June 1998 ("Legislative Decree No. 213") and with Resolution No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa ("CONSOB") as subsequently amended and supplemented ("CONSOB Resolution No. 11768"). No physical document of title will be issued in respect of the Notes.

For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section entitled "Certain Investment Considerations" of this Offering Circular.

Arrangers and Initial Dealers

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MCC MORGAN STANLEY UBS INVESTMENT BANK

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The principal source for the payment of interest on, and repayment of principal of, the Notes and the Funding Loans will be the amounts received by the Issuer as payment of interest and repayment of principal in respect of the advances made to Rete Ferroviaria Italiana S.p.A. and/or Treno Alta Velocità - T.A.V. S.p.A. (together, the "Borrowers" and each, a "Borrower") pursuant to the Credit Facility Agreement (as defined below). Alternatively the Issuer may fund the payment of interest on, and repayment of principal of, the outstanding Notes and Funding Loans using the Refinancing Proceeds deriving from the issue of other Series of Notes or monies drawn down under the Funding Loans.

The principal sources for the payment of amounts due to the Issuer in respect of the Credit Facility Agreement will be:

(i) collections and recoveries in connection with the claims and proceeds (crediti e proventi) deriving from the use of the To-Mi-Na Line (as defined below) of the Italian high speed/high capacity railway system and stations net of certain Permitted Payments (as further described herein, the "Net Track Access Charges" or the "Net TACs"); and

(ii) collections and recoveries from the Republic of Italy (the "State Contribution Provider") due pursuant to Article 75 of Law No. 289 of 27 December 2002 ("Article 75") as implemented by the decree issued on 23 December 2003 by the Ministry of Economy and Finance and the Ministry of Infrastructure and Transport (the "Implementation Decree") (as further described herein, the "State Contribution" and, together with the Net TACs, the "Credit Facility Cash Flow").

The monetary rights deriving from the First Project Loan Tranches (as defined below) and any other rights relating to the First Project Loan Tranches, the Issuer's rights under the Transaction Documents relating to the First Project Loan Tranches and the cash flow deriving therefrom to the Issuer (together, the "Issuer's Initial Transaction Rights") shall be segregated by the Issuer prior to the First Loan Date (as defined below) in accordance with the terms of the credit facility agreement entered into on 23 December 2003 between the Issuer, the Borrowers and the Project Facility Manager (the "Credit Facility Agreement") upon the filing of the relevant resolution of the Issuer with the Chamber of Commerce of Rome. The Issuer may use the Financing Proceeds or amounts drawn down under Funding Loans to make available advances under Further Project Loan Tranches (as defined below) to the Borrowers in accordance with the Credit Facility Agreement. Prior to the drawdown of the first advance under each Further Project Loan Tranche, the Issuer will segregate the monetary rights deriving from such Further Project Loan Tranche and any other rights relating to such Further Project Loan Tranche, the Issuer's rights under the Transaction Documents relating to such Further Project Loan Tranche and the cash flow deriving therefrom to the Issuer, upon the filing of the relevant resolutions of the Issuer with the Chamber of Commerce of Rome (the "Issuer's Subsequent Transaction Rights", together with the Issuer's Initial Transaction Rights, and as further described herein, the "Issuer's Transaction Rights"). All the Issuer's Transaction Rights will constitute one single patrimonio separato pursuant to Article 8 of Law Decree No. 63 (as defined below).

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The Noteholders of each Series and the Funding Lenders will have the benefit of the segregation of the Issuer's Transaction Rights as a whole (subject to the relevant Priority of Payments) irrespective of the Issue Date (as defined below) of the relevant Series of Notes or the date of the relevant Funding Loan Agreement and of the segregation of the relevant part of the Issuer's Transaction Rights by the Issuer in connection with the granting of the relevant Project Loan Tranche.

The proceeds of the issue of the first three Series of Notes to be issued under the Programme (the "First Series") will be applied by the Issuer (as Financing Proceeds) to fund the first loans to be made to the Borrowers (the "First Project Loan Tranches"). The Financing Proceeds deriving from the issue of any subsequent Series of Notes will be applied by the Issuer to fund loans to be made to the Borrowers in accordance with the Credit Facility Agreement (the "Further Project Loan Tranches" and, together with the First Project Loan Tranches, the "Project Loan Tranches"). The Refinancing Proceeds deriving from the issue of any subsequent Series of Notes will constitute Issuer Available Funds and will be applied by the Issuer to finance payments to be made by the Issuer in accordance with the relevant Priority of Payments.

By virtue of the Transaction Documents and in accordance with Law Decree No. 63 of 15 April 2002 (as converted into law with amendments and as subsequently amended by Law Decree No. 269 of 30 September 2003, converted with amendments into Law No. 326 of 24 November 2003) ("Law Decree No. 63") and pursuant to resolutions of the Issuer filed with the Chamber of Commerce of Rome, the Issuer's Transaction Rights will be available both prior to and following a winding up of the Issuer, to satisfy in accordance with the Priorities of Payment the obligations of the Issuer to the Noteholders, to the Other Issuer Creditors and to any other creditors of the Issuer in relation to the finance transaction involving the Project (the "Transaction"), in priority to the Issuer's obligations to any other creditors, until the repayment in full of the Notes and the Funding Loans.

By virtue of the operation of Article 75 and the Credit Facility Agreement, the Borrowers' right, title and interest in and to the Net TACs and to any sums collected therefrom will be destined with priority to the repayment of amounts due in respect of the Project Loan Tranches and no creditors, other than the Issuer, may attach the destined Net TACs until the repayment in full of the amounts due in respect of Project Loan Tranches.

None of the Arrangers, the Dealers or any other party to the Transaction Documents other than the Issuer has undertaken or will undertake any investigation, searches or other actions to verify the details of the Issuer's Transaction Rights to be segregated from time to time by the Issuer; nor has any of the Arrangers, the Dealers or any other party to the Transaction Documents other than the Issuer undertaken, nor will they undertake, any investigations, searches, or other actions to establish the creditworthiness of the Borrowers, the Group Holding Company or the State Contribution Provider. In the Dealer Agreement and the Subscription Agreements (each as defined below), the Borrowers and the Group Holding Company will give certain representations and warranties to the Issuer, the Dealers and the Arrangers, and the Issuer will give certain representations and warranties to the Dealers and the Arrangers in relation to, inter alia, themselves and the information provided thereby.

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The "Transaction Documents" are the Credit Facility Agreement, the Project Loan Tranche Annexes, the Dealer Agreement, any Subscription Agreements, the Intercreditor Agreement, Cash Allocation, Management and Payment Agreement, the Intercompany Agreement, the Issuer Collection Account Letter, the Transfer Agreement, the FS Group Contribution Accounts Letters, any Hedging Agreements, any Additional Hedging Agreements, any Deed(s) of Charge, any Liquidity Facility Agreement(s), any Funding Loan Agreement(s) and the Conditions (each as defined herein).

The Issuer accepts responsibility for the information contained in this Offering Circular, other than that information for which any of Group Holding Company or Borrowers accept responsibility as described in the following paragraphs. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), this Offering Circular contains all information which is material in the context of the issuance of the Notes and such information is true and accurate in all material respects, not misleading and does not omit anything which is likely to affect the import of such information to a material extent.

Ferrovie dello Stato S.p.A. accepts responsibility for the information included in this Offering Circular in the section entitled "Description of the Group Holding Company" and any other information contained in this Offering Circular relating to itself. To the best of the knowledge and belief of Ferrovie dello Stato S.p.A. (which has taken all reasonable care to ensure that such is the case), such information is true and accurate in all material respects, not misleading in any material respect and does not omit anything which is likely to affect the import of such information to a material extent.

Rete Ferroviaria Italiana S.p.A. accepts responsibility for the information included in this Offering Circular in the section entitled "Description of the Borrowers - Rete Ferroviaria Italiana S.p.A." and any other information contained in this Offering Circular relating to itself and, together with Treno Alta Velocità - T.A.V. S.p.A., for the information included in this Offering Circular in the section entitled "The Project", and any other information contained in this Offering Circular relating to the Project Documents (as defined below). To the best of the knowledge and belief of Rete Ferroviaria Italiana S.p.A. (which has taken all reasonable care to ensure that such is the case), such information is true and accurate in all material respects, not misleading in any material respect and does not omit anything which is likely to affect the import of such information to a material extent.

Treno Alta Velocità - T.A.V. S.p.A. accepts responsibility for the information included in this Offering Circular in the section entitled "Description of the Borrowers - Treno Alta Velocità - T.A.V. S.p.A." and any other information contained in this Offering Circular relating to itself and, together with Rete Ferroviaria Italiana S.p.A., for the information included in this Offering Circular in the section entitled "The Project", and any other information contained in this Offering Circular relating to the Project Documents. To the best of the knowledge and belief of Treno Alta Velocità - T.A.V. S.p.A. (which has taken all reasonable care to ensure that such is the case), such information is true and accurate in all material respects, not misleading in any material respect and does not omit anything which is likely to affect the import of such information to a material extent.

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This Offering Circular should be read and construed together with any amendments or supplements hereto and with any other documents incorporated by reference herein and, in relation to any Series of Notes, should be read and construed together with the relevant Pricing Supplement.

The Issuer has confirmed to the Dealers that this Offering Circular (including, for this purpose, each relevant Pricing Supplement) contains all information which is (in the context of the Programme and the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed in this Offering Circular are honestly held or made and have been reached after considering all circumstances considered to be relevant and are based on reasonable assumptions; that this Offering Circular does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme or the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made by the Issuer to ascertain or verify the foregoing.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Arrangers, the Dealers, the Representative of the Noteholders, the Issuer or the Republic of Italy (in any capacity) or any party to the Transaction Documents.

No representation or warranty is made or implied by the Arrangers, the Dealers or any of their respective affiliates, and neither the Arrangers, the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility as to the accuracy or completeness of the information contained in this Offering Circular.

Neither the delivery of this Offering Circular, any amendment or supplement thereto, or any Pricing Supplement nor any sale or allotment made in connection with the offering of any Notes shall, under any circumstances, constitute a representation or create any implication that there has been no adverse change or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer, the Borrowers, the Group Holding Company or the State Contribution Provider or that the information contained in this Offering Circular is correct as at any time subsequent to the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented.

The distribution of this Offering Circular, any amendment or supplement thereto, and any Pricing Supplement and the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular and any Pricing Supplement (or any part thereof) comes are required by the Issuer and the Dealers to inform themselves about, and to observe, any such restrictions. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any other state securities laws and are subject to U.S. tax law requirements. Subject to

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certain exceptions, the Notes may not be offered or sold within the United States or for the benefit of U.S. persons (as defined in Regulation S under the Securities Act).

The Notes may not be offered or sold directly or indirectly, and neither this Offering Circular nor any other offering circular or any prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction (including Italy, the United Kingdom, the United States of America, The Netherlands and Germany), except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Offering Circular or any Pricing Supplement and other offering material relating to the Notes, see "Subscription and Sale" below.

Neither this Offering Circular, any amendment or supplement thereto, nor any Pricing Supplement (or any part thereof) constitutes an offer, nor may they be used for the purpose of an offer to sell any of the Notes, or a solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. Each recipient of this Offering Circular or any Pricing Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.

The maximum aggregate principal amount of Notes outstanding at any time under the Programme will not exceed €25,000,000,000 (and for this purpose, any Notes or Funding Loans denominated in another currency shall be translated into Euro at the date of the agreement to issue such Notes or grant such Funding Loans (calculated in accordance with the provisions of the Dealer Agreement)) less the aggregate principal amount outstanding under the Funding Loans at such time, provided however that the maximum aggregate principal amount of Notes and Funding Loans which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".

In this Offering Circular, unless otherwise specified or except so far as the context otherwise requires: capitalised words and expressions shall have the meanings set out in "Glossary" below; references to "€" or "Euro" are to the single currency introduced at the start of the Third Stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended; references to "U.S.$" or "U.S. dollar" are to currency of the Unites States of America; references to "£" or "pound sterling" are to currency of the United Kingdom; references to "Italy" are to the Republic of Italy; references to laws and regulations are, unless otherwise specified, to the laws and regulations of Italy; and references to "billions" are to thousands of millions.

Certain monetary amounts and currency translations included in this Offering Circular have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables or otherwise in the section entitled "The Project" may not be an arithmetic aggregation of the figures which preceded them.

Each initial and subsequent purchaser of a Note will be deemed, by its acceptance of such Note, to have made certain acknowledgements, representations and agreements intended to

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restrict the resale or other transfer thereof as set forth therein and described in this Offering Circular and, in connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictions in certain cases.

The Arrangers are acting for the Issuer and no one else in connection with the Programme and will not be responsible to any person other than the Issuer for providing the protection afforded to clients of the Arrangers or for providing advice in relation to the issue of the Notes.

In connection with the issue of any Series of Notes under the Programme, the Dealer (if any) which is specified in the relevant Pricing Supplement as the stabilising manager (the "Stabilising Manager") or any person acting for the Stabilising Manager may over-allot or effect transactions with a view to supporting the market price of the Notes of such Series at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws, regulations and rules.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:

(1) the most recently published financial statements of the Issuer (whether audited or unaudited) starting with the financial statements of the Issuer as at and for the year ended 31 December 2002; and

(2) all amendments and supplements to this Offering Circular prepared by the Issuer from time to time,

provided, however, that any statement contained in this Offering Circular or in any of the documents incorporated by reference in, and forming part of, this Offering Circular shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement.

The Issuer will, at the specified offices of the Luxembourg Paying Agent (as defined below), provide, free of charge, a copy of this Offering Circular (or any document incorporated by reference in this Offering Circular) and any Pricing Supplement. Written or oral requests for such documents should be directed to the specified office of the Luxembourg Paying Agent.

SUPPLEMENTAL OFFERING CIRCULAR

The Issuer has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange, that if there shall occur any adverse change in the business or financial position of the Issuer or any change in the information set out under "Terms and Conditions of the Notes", that is material in the context of issuance of Notes under the Programme, the Issuer will, prior to a subsequent issue, prepare or procure the preparation of an amendment

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or supplement to this Offering Circular or, as the case may be, publish a new Offering Circular, for use in connection with any subsequent issue by the Issuer of Notes to be listed on the Luxembourg Stock Exchange.

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CONTENTS

Introduction to the Offering Circular………………………………………………………………….12 Transaction Summary……………….……………………………………………………………………16 Certain Investment Considerations…………………………………………………………………….56 The Project………………….……………………………………………………………………………..66 Description of the Borrowers…………………………………………………………………………..72 Description of the Republic of Italy……………………………………………………………………83 Description of the Group Holding Company…………………………………………………………84 Description of Infrastrutture S.p.A…………………………………………………………………….89 Accounts and Cashflow………………………………………………………………………………….98 Use of Proceeds………………………………………………………………………………………….102 Selected Aspects of Italian Law……………………………………………………………………….103 Description of the Credit Facility Agreement………………………………………………………109 Description of Cash Allocation, Management and Payment Agreement……………………….122 Description of the Intercreditor Agreement…………………………………………………………124 Description of the Intercompany Agreement……………………………………………………….127 Description of the Issuer Collection Account Letter and the FS Group Contribution Accounts Letter……………………………………………………………………….…129 Description of the Transfer Agreement……………………………………………………………..130 Description of the Liquidity Facility Agreement(s)……………………………………………….131 Description of the Dealer Agreement and Subscription Agreements…………………………..132 Description of the Hedging Agreements and Additional Hedging Agreements………………134 Description of the Deed(s) of Charge……………………………………………………………….135 Description of the Funding Loan Agreement(s)…………………………………………………..136 Terms and Conditions of the Notes (including Rules of Organisation of Noteholders)…….138 Pro forma Pricing Supplement……………………………………………………………………….206 Taxation in the Republic of Italy…………………………………………………………………….215 Subscription and Sale…………….…………………………………………………………………….224 General Information…………………………………….………………………………………………229 Glossary…………………………………………………………………………………………………..232

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INTRODUCTION TO THE OFFERING CIRCULAR

The following introduction should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Offering Circular. All defined terms used in this Introduction to the Offering Circular have the meanings given thereto in the Transaction Summary.

Overview of the Programme

Infrastrutture S.p.A. (the "Issuer" or "ISPA") was incorporated on 9 December 2002 for the purposes of providing funding for infrastructure and major public works and granting loans for investment for economic development. The Issuer operates under the supervision of the Ministry of Economy and Finance of the Republic of Italy. See "The Issuer".

The Programme is being established to provide means for the Issuer to fund the Borrowers (RFI and TAV, being part of the corporate group of Ferrovie dello Stato S.p.A. (the "FS Group")) for the design, development, construction and start-up of the Turin-Milan-Naples section of the Italian high speed railway. The total capital value of this line is estimated at approximately €30 billion (excluding interest accrued during the construction phase) and the main part of the Turin-Milan-Naples line is expected to be operational in 2009. See "The Project".

RFI is wholly owned by the Group Holding Company and is responsible for owning and managing the rail infrastructure of the FS Group. RFI is the holder of the RFI Concession for the design, development, construction, start-up and operation of the Project. RFI has entered into the TAV Convention with TAV, its wholly owned subsidiary. Pursuant to the TAV Convention, TAV will design and construct certain parts thereof upon appointment by RFI. Prior to the start of operations, RFI will enter into the Exploitation Contracts with train operators and commercial lessees for the right of access to the Project infrastructure. See "Description of the Borrowers".

The Issuer is entitled by law to raise funds for these purposes through the issue of the Notes or by entering into the Funding Loan Agreement(s), in each case in accordance with the terms of the Programme. Funds so raised will be used by the Issuer to make advances to the Borrowers under the Credit Facility Agreement, or to refinance its obligations in respect of outstanding Notes or amounts under the Funding Loan Agreement(s). The rights and obligations of the Issuer pursuant to the Notes, the Funding Loan Agreement(s), the Credit Facility Agreement, the other Transaction Documents and other related agreements and rights will constitute segregated assets. See "Description of the Intercreditor Agreement" and "Selected Aspects of Italian Law".

The funds which the Issuer receives as repayment of principal or payment of interest in respect of the Credit Facility Agreement derive from (i) commercial revenues deriving from the economic exploitation of the Project, including the Gross Track Access Charges received from the train operators and rent received for the lease of certain commercial real estate being part of the Project, less the Permitted Payments to the Borrowers as agreed under the Credit Facility Agreement, and (ii) the State Contribution received from the Republic of Italy in accordance with its obligations under Article 75 and the Implementation Decree. Such monies

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will be credited into the Issuer Collection Account and form part of the Issuer Available Funds. See "Accounts and Cash Flow", "The Project" and "Selected Aspects of Italian Law".

The monies received by the Issuer in respect of the Credit Facility Agreement will be destined to the payment of the Issuer's obligations to the Noteholders and the Funding Lenders and, in accordance with the Transaction Documents, will be used by the Issuer to meet its obligations to the other parties to the Transaction Documents and other creditors of the Issuer in connection with the Transaction. See "Selected Aspects of Italian Law" and "Transaction Summary".

The terms and conditions applicable to any Series of Notes will be the Conditions of the Notes as supplemented by the Pricing Supplement for such Series. See "Transaction Summary", "Terms and Conditions of the Notes" and "Pro Forma Pricing Supplement".

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Parties to the Transaction and Principal Transaction Documents

The diagram below sets out the principal parties to the Transaction and the main contractual, corporate or legislative relationship between them.

(*) See "Transaction Summary - Principal Parties - Shareholder of the Issuer".

For a full description of each of the parties to the Transaction as set out in the diagram above, see "Transaction Summary - Principal Parties". The principal Transaction Documents and agreements into which such parties have entered or will enter in connection with the Programme and principal laws regulating the Programme are as follows:

(1) The Notes: pursuant to the Transaction Documents, the Issuer will issue Notes to the Noteholders on the terms and conditions set out in this Offering Circular as amended or supplemented from time to time and subject to the Pricing Supplement for the relevant Series.

(2) Funding Loan Agreement(s): pursuant to which the Funding Lenders would make loans to the Issuer to be used thereby to make advances under the Credit Facility Agreement or to refinance the outstanding debt of the Issuer in relation to the Credit Facility Agreement.

(3) Credit Facility Agreement: pursuant to which the Issuer and the Borrowers agree the terms on which the Issuer will commit to make advances to the Borrowers and the Borrowers will repay such amounts.

FS (Group Holding

Company)

Ministry of Infrastructure and

Transport

Train Operators

RFI (Borrower / Credit Facility Guarantor)

Infrastrutture S.p.A. (Issuer / Project

Facility Manager)

Noteholders

JPMorgan Chase Bank(various roles)

Hedging Counterparties

Funding Lenders

Liquidity Facility Providers

(4) Article 75 &

(5) Implementation Decree

(11)

Exploitation Contracts

(7) RFI

Concession

(3) Credit

Facility Agreement

(1) Notes

(6) Cash Allocation,

Management and Payment Agreement

(10) Hedging

Agreements and Additional Hedging Agreements

(9) Liquidity

Facility Agreements

(2) Funding

Loan Agreements

TAV (Borrower)

Ministry of Economy and Finance (State

Contribution Provider)

Cassa Depositi e Prestiti

(Shareholder)

100%

shareholding

100%

shareholding

100%

shareholding (8) TAV Convention

State

control (*)

Shareholding

Certain Transaction Documents

100%

shareholding

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(4) Article 75: pursuant to which the Project is to be financed by the Issuer and the State Contribution Provider is responsible for the service of the portion of debt owed to the Issuer by the Borrowers, in connection with the implementation of the Project, which cannot be covered through the proceeds of exploitation during the economic exploitation of the Project.

(5) Implementation Decree: pursuant to which the provisions set forth in Article 75 are implemented in relation to the Transaction.

(6) Cash Allocation, Management and Payment Agreement: pursuant to which the management of the Issuer Accounts and payments to the Noteholders and the Other Issuer Creditors are regulated.

(7) RFI Concession: pursuant to which RFI is responsible for the design, construction and management of the Italian railway network (including the Italian high speed railway system).

(8) TAV Convention: pursuant to which TAV will design and construct certain parts of the Project on behalf of RFI.

(9) Liquidity Facility Agreement(s): pursuant to which the Liquidity Facility Provider(s) would provide a liquidity facility to the Issuer in accordance with the terms set out in the Intercreditor Agreement.

(10) Hedging Agreements and Additional Hedging Agreements: pursuant to which the Issuer would enter into hedging arrangements in relation to the Transaction.

(11) Exploitation Contracts: pursuant to which RFI grants the right of access to the Project infrastructure to the train operators and commercial lessees.

For a full description of the Transaction Documents, other relevant agreements and the principal legislation listed above, together with the other Transaction Documents, other relevant agreements and principal legislation relating to the Transaction, see "Transaction Summary", "Selected Aspects of Italian Law" and, where applicable, the full descriptions of the Transaction Documents contained in this Offering Circular.

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TRANSACTION SUMMARY

The following summary does not purport to be complete and is qualified in its entirety by the remainder of this Offering Circular and, in relation to the terms and conditions of any Series of Notes, the applicable Pricing Supplement. In this summary, references to a numbered condition are to such condition in "Terms and Conditions of the Notes" below.

PRINCIPAL PARTIES

Issuer: Infrastrutture S.p.A., a company incorporated with limited liability in Italy under Law Decree No. 63, having its registered office at Via Goito 4, 00185 Rome, Italy, registered with No. 34690 in the register held by Ufficio Italiano Cambi pursuant to Article 106 of Legislative Decree No. 385 of 1 September 1993 (as amended and supplemented, the "Banking Act"), with No. 0730398100 in the register of companies of Rome and in the register of financial intermediaries held by the Bank of Italy pursuant to Article 107 of the Banking Act ("ISPA" or, in its capacity as issuer of the Notes, the "Issuer").

Shareholder of the Issuer: The entire issued share capital of the Issuer, equal to €10,000,000, is held by Cassa depositi e prestiti, with offices at Via Goito 4, 00185 Rome, Italy (the "Shareholder"). Pursuant to Article 5 of Law Decree No. 269 of 30 September 2003, converted with amendments into Law No. 326 of 24 November 2003, and the Decree of the Ministry of Economy and Finance dated 5 December 2003, the Shareholder has been transformed into a limited liability company (Società per Azioni) as of 12 December 2003 and the majority shareholding retained by the Ministry of Economy and Finance of the Republic of Italy (the "MEF" or the "Ministry of Economy and Finance").

Borrowers: The borrowers of the Project Loan Tranches will be:

(1) Treno Alta Velocità - T.A.V. S.p.A., a company incorporated in the Republic of Italy having its principal office at Via Mantova 24, 00198 Rome, Italy ("TAV"); and

(2) Rete Ferroviaria Italiana S.p.A., a company incorporated in the Republic of Italy, having its principal office at Piazza della Croce Rossa 1, 00161 Rome, Italy ("RFI" and, together with TAV, the "Borrowers").

In addition to its obligations as primary Borrower under the relevant Project Loan Tranches, RFI will guarantee the

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relevant Project Loan Tranches, RFI will guarantee the obligations of TAV as Borrower under the Project Loan Tranches to the extent set out in the Credit Facility Agreement. See "Liability for the Loans" below.

State Contribution Provider:

The Republic of Italy (the "State Contribution Provider".

Group Holding Company Ferrovie dello Stato S.p.A., a company incorporated in the Republic of Italy having its principal office at Piazza della Croce Rossa 1, 00161 Rome, Italy, in its capacity as the holding company of the Ferrovie dello Stato S.p.A. group (the "Group Holding Company" or "FS"). The Group Holding Company will make certain undertakings to the Issuer pursuant to the Intercompany Agreement (as defined below).

Arrangers and Dealers: MCC S.p.A. - Capitalia Gruppo Bancario, having its registered office at Via Piemonte 51, 00187 Rome, Italy ("MCC").

Morgan Stanley & Co. International Limited, having its registered office at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom ("Morgan Stanley").

UBS Limited, having its registered office at 1 Finsbury Avenue, London EC2M 2PP, United Kingdom ("UBS", and together with MCC and Morgan Stanley, the "Arrangers" or the "Initial Dealers" and, together with any subsequent dealers appointed in accordance with the Dealer Agreement, the "Dealers", as the case may be).

Liquidity Facility Provider:

The party or parties specified in the relevant Pricing Supplement (each, a "Liquidity Facility Provider" and together, the "Liquidity Facility Provider(s)") who, from time to time, enter into Liquidity Facility Agreement(s). The Liquidity Facility Provider(s) will act as such pursuant to the relevant Liquidity Facility Agreement(s).

Project Facility Manager: ISPA (in such capacity, the "Project Facility Manager"). The Project Facility Manager will act as such pursuant to the Credit Facility Agreement.

TACs Forecast Manager: RFI or any successor thereto in the management of the Italian national railway system (in such capacity, the "TACs Forecast Manager"), pursuant to its obligations in relation to the provision of Forecasted Gross TACs (as defined below) under the decree issued on 23 December 2003 by the Ministry of Economy and Finance and the Ministry of Infrastructure and Transport (the "Implementation Decree") and Article 75 of

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Transport (the "Implementation Decree") and Article 75 of Law No. 289 of 27 December 2002 ("Article 75").

TACs Confirmation Agent:

The party or parties to be appointed by RFI (in consultation with the Issuer on the basis of the suggestions of the Rating Agencies) in order to confirm the Forecasted Gross TACs in compliance with the Implementation Decree and the Credit Facility Agreement (the "TACs Confirmation Agent").

Programme Calculation Agent:

JPMorgan Chase Bank, a bank organised under the laws of the State of New York, U.S.A., acting through its branch located at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom (the "Programme Calculation Agent"). The Programme Calculation Agent will act as such pursuant to the Cash Allocation, Management and Payment Agreement.

Collection Accounts Bank: Tesoreria Centrale dello Stato, acting through the Bank of Italy (the "Collection Accounts Bank"). The Collection Accounts Bank will not enter into any of the Transaction Documents.

The Issuer shall maintain the Issuer Collection Account with the Collection Accounts Bank in accordance with the Transaction Documents to which it is a party and the Issuer Collection Account Letter.

The Group Holding Company and the Borrowers shall maintain the FS Group Contributions Accounts with the Collection Accounts Bank in accordance with the Transaction Documents to which each is a party and, in the case of the Borrowers, the relevant FS Group Contribution Accounts Letter.

Transaction Accounts Bank:

JPMorgan Chase Bank, a bank organised under the laws of the State of New York, U.S.A., acting through its branch at via Catena 4, 20121 Milan, Italy, registered with No. 533550 in the register of banks held by the Bank of Italy pursuant to Article 13 of the Banking Act (the "Transaction Accounts Bank"). The Transaction Accounts Bank will act as such pursuant to the Cash Allocation, Management and Payment Agreement.

The Issuer shall maintain the Payments Account and the Expense Account (each as defined below) with the Transaction Accounts Bank in accordance with the Cash Allocation, Management and Payment Agreement and the Intercreditor Agreement.

Principal Paying Agent: JPMorgan Chase Bank, a bank organised under the laws of the State of New York, U.S.A., acting through its branch at via

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State of New York, U.S.A., acting through its branch at via Catena 4, 20121 Milan, Italy, registered with No. 533550 in the register of banks held by the Bank of Italy pursuant to Article 13 of the Banking Act (the "Principal Paying Agent"). The Principal Paying Agent will act as such pursuant to the Cash Allocation, Management and Payment Agreement.

Luxembourg Paying Agent:

J.P. Morgan Bank Luxembourg S.A., a bank incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 rue Plaetis, L-2338, Luxembourg (the "Luxembourg Paying Agent" and, together with the Principal Paying Agent, the "Paying Agents"). The Luxembourg Paying Agent will act as such pursuant to the Cash Allocation, Management and Payment Agreement.

Representative of the Noteholders:

J.P. Morgan Corporate Trustee Services Limited, a company incorporated under the laws of England and Wales, having its office at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom (the "Representative of the Noteholders"). The Representative of the Noteholders will act as such pursuant to the Dealer Agreement and each Subscription Agreement entered into in respect of any Series of Notes and in accordance with the provisions of the Intercreditor Agreement and the other Transaction Documents to which it is a party.

Hedging Counterparties: The party or parties (each, a "Hedging Counterparty" and together, the "Hedging Counterparties") who, from time to time, enter into Hedging Agreements or Additional Hedging Agreements with the Issuer in relation to the finance transaction involving the Project (the "Transaction"). The Hedging Counterparties will act as such pursuant to the relevant Hedging Agreements.

Funding Lenders: The bank or banks (each, a "Funding Lender" and together, the "Funding Lenders") who, from time to time, enter into Funding Loan Agreement(s) with the Issuer for the purposes of providing funding to the Issuer, in accordance with Law Decree No. 63, to be used for the financing or the refinancing of the Project, together with any assignees of such person or persons of the rights and obligations thereof under the Transaction Documents to which such persons are party, who have acceded to the Intercreditor Agreement. The Funding Lenders will act as such pursuant to the relevant Funding Loan Agreement(s).

Listing Agent: J.P. Morgan Bank Luxembourg S.A., a bank incorporated under the laws of the Grand Duchy of Luxembourg, having its

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under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 rue Plaetis, L-2338, Luxembourg (the "Listing Agent").

Rating Agencies: Fitch Ratings Limited ("Fitch Ratings"), Moody's Investors Service ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Fitch Ratings and Moody's, the "Rating Agencies").

SUMMARY OF THE PROGRAMME

Description: ISPA High Speed Railway Funding Note Programme.

Initial Programme Amount:

Up to €25,000,000,000 at any time less the principal amount outstanding under the Funding Loans at such time (and for this purpose, any Notes or Funding Loans denominated in another currency shall be translated into Euro at the date of the agreement to issue such Notes or grant such Funding Loans (calculated in accordance with the provisions of the Dealer Agreement)) in aggregate principal amount of Notes outstanding at such time (the "Programme Limit"). The Programme Limit may be increased in accordance with the terms of the Dealer Agreement.

Issuance in Series: Notes will be issued in Series, but on different terms from each other, subject to the terms set out in the relevant Pricing Supplement in respect of such Series. Notes of different Series will not be fungible among themselves. Series may be issued in more than one tranche which are fungible among themselves within the Series.

The Issuer will issue Notes without the prior consent of the holders of any outstanding Notes but subject to certain conditions. It is a condition precedent to the issuance of any Series of Notes (other than the First Series) or tranche of Notes or the entering into of any Funding Loan Agreement that each Rating Agency confirms to the Issuer that the issuance of such Notes or entering into of such Funding Loan will not result in a reduction or withdrawal of the then current ratings of any of the then outstanding Notes.

Pricing Supplements: A Pricing Supplement will be issued and published in accordance with the Conditions prior to the issue of each Series detailing certain relevant terms thereof which, for the

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purposes of that Series only, supplements the Conditions and this Offering Circular and must be read in conjunction with this Offering Circular. The terms and conditions applicable to any particular Series of Notes are the Conditions as supplemented, amended and/or replaced by the relevant Pricing Supplement. Each Pricing Supplement will also contain details of inter alia the Project Loan Tranches (if any) which is to be financed or refinanced using the proceeds of the issue of such Notes.

Proceeds of the Issue of Notes:

The proceeds deriving from the issue of the First Series will be applied by the Issuer (as Financing Proceeds) to fund the First Project Loan Tranches to be made to the Borrowers. The Financing Proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans (if so specified in the relevant Funding Loan Agreement)) will be applied by the Issuer to fund Further Project Loan Tranches. The Refinancing Proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans (if so specified in the relevant Funding Loan Agreement)) will constitute Issuer Available Funds and will be applied by the Issuer to finance payments to be made by the Issuer in accordance with the relevant Priority of Payments.

Cross-collateralisation: By operation of law and in accordance with the Transaction Documents, the Noteholders, Funding Lenders and the Other Issuer Creditors will have the benefit of the segregation of the Issuer's Transaction Rights as a whole irrespective of the Issue Date of the relevant Series of Notes or the date of the relevant Funding Loan Agreement and of the individual rights constituting the Issuer's Transaction Rights. Distribution to such parties of the Issuer Available Funds will be carried out in accordance with the relevant Priority of Payments.

Programme Maturity Date:

The Programme will commence on the date of this Offering Circular and end on 31 July 2062, (the "Programme Maturity Date").

Form of Notes: The Notes will be in bearer form and will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Account Holders. Each Series of Notes will be deposited with Monte Titoli on the relevant Issue Date. Monte Titoli shall act as depositary for Clearstream, Luxembourg and Euroclear. The Notes will at all times be held in book entry form and title to the Notes will be evidenced by book entries in accordance with the provisions

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be evidenced by book entries in accordance with the provisions of Legislative Decree No. 213 and with CONSOB Resolution No. 11768 as subsequently amended and supplemented. No physical document of title will be issued in respect of the Notes.

Issue Dates: The date of issue of a Series of Notes as specified in the relevant Pricing Supplement (each, the "Issue Date" in relation to such Series).

Currencies: Notes may be denominated in Euro or, if certain conditions are satisfied as set out in the Dealer Agreement, in any other currency or currencies, as may be agreed between the Issuer and the relevant Dealer(s) (each, together with Euro, a "Specified Currency"), subject to compliance with all applicable legal and/or regulatory and/or central bank requirements, in which case the Issuer will enter into certain agreements in order to hedge inter alia its currency exchange exposure in relation to such Notes.

Denominations: Notes will be issued in such denominations as may be specified in the relevant Pricing Supplement, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements and provided that each Series of Notes will have Notes of one denomination only. See Condition 3 (Form, Denomination and Title).

Redenomination: In respect of any Series of Notes, if the country of the Specified Currency becomes or, announces its intention to become, a Member State, the Notes may be redenominated in Euro in accordance with Condition 21 (Redenomination, Renominalisation and Reconventioning).

Ranking of the Notes: The Notes of all Series will rank pari passu and rateably without any preference or priority among themselves for all purposes.

For the avoidance of doubt, the Notes of all Series will also rank pari passu and rateably without any preference or priority with the Funding Loan Agreement(s).

Limited recourse obligations of the Issuer:

Pursuant to Article 8, the obligations of the Issuer to each Noteholder as well as to each of the Other Issuer Creditors in respect of items set out in the Priority of Payments will be limited in recourse to the Issuer's Transaction Rights. Each Noteholder and Other Issuer Creditor will have a claim against the Issuer only to the extent of the Issuer Available Funds.

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Issue Price: Notes of each Series may be issued on a fully paid basis only and at an issue price (in each case, the "Issue Price" for such Series) as specified in the relevant Pricing Supplement in respect of such Series.

Interest on the Notes: Unless otherwise specified in the relevant Pricing Supplement, the Notes will be interest-bearing and interest will be calculated on the Principal Amount Outstanding (as defined herein) of the relevant Notes. Interest will be calculated on the basis of such Day Count Fraction (as defined in the Conditions) as may be agreed between the Issuer and the relevant Dealer as specified in the relevant Pricing Supplement.

Interest may accrue on the Notes at a fixed rate or a floating rate or on such other basis and at such rate as may be so specified in the relevant Pricing Supplement. The Notes of each Series shall be comprised of Fixed Rate Notes only or Floating Rate Notes (each as defined herein) only or of Notes accruing interest on the basis specified in the relevant Pricing Supplement only.

Interest on Index Linked Notes:

Prior to the delivery of a Trigger Notice, payments of interest on any Series of Notes specified in the relevant Pricing Supplement as being Index Linked Notes will be calculated in accordance with Condition 9 (Index Linked Note Provisions) and by reference to such index and/or formula as the Issuer and the relevant Dealer(s) may agree (as indicated in the relevant Pricing Supplement).

Payment Dates: Interest will be payable on the Fixed Payment Dates, the Floating Payment Dates or the Index Linked Payment Dates (each as defined below) as specified in the relevant Pricing Supplement.

Subject to the Priority of Payments, interest on the Notes will be payable:

(i) in respect of Fixed Rate Notes, annually in arrear on 31 July of each year;

(ii) in respect of Floating Rate Notes, semi-annually in arrear on the 31st day of January and July of each year or annually in arrear on the 31st July (as may be specified in the relevant Pricing Supplement),

(iii) in respect of Index Linked Notes, semi-annually in arrear on the 31st day of January and July of each year

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or annually in arrear on the 31st July (as may be specified in the relevant Pricing Supplement),

subject in each case to adjustment in accordance with the applicable Business Day Convention, if so specified in the relevant Pricing Supplement (such date, a "Floating Payment Date", a "Fixed Payment Date" or an "Index Linked Payment Date", as the case may be, and, together, the "Payment Dates").

Redemption of the Notes: The Notes issued from time to time under the Programme will be Bullet Notes or Amortising Notes (each as defined herein). The Notes of each Series shall be comprised of Bullet Notes only or Amortising Notes only, as specified in the relevant Pricing Supplement.

The Final Maturity Date, the Principal Repayment Start Date, the Early Redemption Date (if any) and the Early Partial Redemption Date (if any) (each as defined herein) for any Series of Notes will be subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency.

Redemption of the Notes prior to the delivery of a Trigger Notice:

Prior to the delivery of a Trigger Notice, Notes of each Series will be subject to redemption as specified in the relevant Pricing Supplement in accordance with the provisions of the Conditions.

(1) Bullet Notes

To the extent the Issuer has sufficient Principal Available Funds, each Series of Bullet Notes will be redeemed at its Principal Amount Outstanding on the relevant Scheduled Maturity Date in accordance with the relevant Priority of Payments.

(2) Amortising Notes

To the extent the Issuer has sufficient Principal Available Funds, each Series of Amortising Notes will be redeemed pro rata in part in the amounts specified in the relevant Schedule of Amortisation on each Payment Date on or after the Principal Repayment Start Date in respect of such Series of Notes in accordance with the Priority of Payments (each such payment of principal due and payable, a "Scheduled Amortisation Amount" in respect of such Series of Notes).

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in respect of such Series of Notes).

See Condition 11.2 (Redemption, Purchase and Cancellation - Redemption of the Notes prior to the delivery of a Trigger Notice).

Redemption of the Index Linked Notes:

Prior to the delivery of a Trigger Notice, payments of principal on Series of Notes specified in the relevant Pricing Supplement as being Index Linked Notes may be subject to adjustment for indexation if so indicated in the relevant Pricing Supplement.

Redemption of the Notes following the delivery of a Trigger Notice:

On any Business Day following delivery of a Trigger Notice (without prejudice to the ability of the Representative of the Noteholders to accumulate funds up to a certain amount in certain circumstances as set out in the proviso to the Post Event Priority of Payments), the Issuer, to the extent that it has sufficient Principal Available Funds, shall redeem the Notes then outstanding in whole or in part.

On any such date for mandatory redemption following the delivery of a Trigger Notice, Notes of each Series will be redeemed on a pari passu and pro rata basis without regard to the relevant Final Maturity Date, Scheduled Maturity Date or the Principal Repayment Start Date.

Final Maturity Date and Cancellation Date:

The Final Maturity Date for each Series of Notes (the "Final Maturity Date") will be specified in the relevant Pricing Supplement as agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the currency of the Notes. The Final Maturity Date of any Series of Notes will not exceed the Programme Maturity Date. Unless previously redeemed as provided in Condition 11 (Redemption, Purchase and Cancellation), the Notes of each Series will be redeemed at their Principal Amount Outstanding on the relevant Final Maturity Date.

If the Issuer has insufficient Principal Available Funds to redeem any Note in full on the relevant Final Maturity Date, then the Representative of the Noteholders shall serve a Trigger Notice on the Issuer pursuant to Condition 15 (Trigger Events).

Following the service of a Trigger Notice:

(i) the Principal Amount Outstanding of any Note which has not been redeemed on its Final Maturity Date shall

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has not been redeemed on its Final Maturity Date shall remain outstanding until the date on which such Note is cancelled or earlier redeemed; and

(ii) interest shall continue to accrue on any Note which has not been redeemed on its Final Maturity Date and any payments of interest or principal in respect of such Note shall be made in accordance with the relevant Priority of Payments until the date on which such Note is cancelled.

Unless previously redeemed and cancelled as provided in Condition 11 (Redemption, Purchase and Cancellation), the Notes of each Series will be cancelled on the date (the "Cancellation Date") which is the earlier of (A) the date on which the Project Facility Manager has certified to the Issuer and the Representative of the Noteholders that no further amounts are due to the Issuer in respect of any Project Loan Tranche (including, for the avoidance of doubt, any amounts otherwise due in relation to negative carry), and (B) the date falling 3 years after the Programme Maturity Date. Any amount in respect of principal, interest or other amounts due and payable in respect of the Notes will (unless payment is improperly withheld or refused) be finally and definitively cancelled on the Cancellation Date.

Early Redemption of a Series of Notes:

Prior to the delivery of a Trigger Notice, where Early Redemption of a Series of Notes is specified as being applicable in the relevant Pricing Supplement in relation to a Series of Notes, on any Payment Date on or after the relevant Early Redemption Date, the Notes of such Series outstanding on such Payment Date may be redeemed (in whole but not in part) at the option of the Issuer at their Principal Amount Outstanding or, if specified in the relevant Pricing Supplement, at their Early Redemption Amount (detailed in a formula, index or otherwise), together with accrued but unpaid interest up to and including such Payment Date .

This option may only be exercised provided that the Issuer has certified to the Representative of the Noteholders and produced evidence acceptable to the Representative of the Noteholders that it will have the necessary funds (not subject to the interests of any person) to discharge all of its outstanding liabilities in respect of the Notes of the relevant Series and any amount required to be paid under the Intercreditor Agreement in priority to or pari passu with such Notes. See Condition 11.4 (Redemption, Purchase and Cancellation - Early Redemption of a Series of Notes).

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of a Series of Notes).

Early Partial Redemption: Prior to the delivery of a Trigger Notice, where Early Partial Redemption is specified as being applicable in the relevant Pricing Supplement in relation to a Series of Notes, on any Payment Date on or after the relevant Early Partial Redemption Date, the Notes of such Series outstanding on such Payment Date may be redeemed (in part) at the option of the Issuer (in the case of the Amortising Notes, in addition to any Scheduled Amortisation Amount then due) for a principal amount (the "Optional Partial Redemption Amount") notified by the Issuer to the Noteholders of such Series in accordance with the Conditions, together with accrued but unpaid interest on the Optional Partial Redemption Amount up to and including such Payment Date.

Upon the exercise by the Issuer of its right to make an Early Partial Redemption of any Series of Notes:

(i) In the event that the Early Partial Redemption has been made in relation to a Series of Bullet Notes, the Principal Amount Outstanding to be repaid on the Scheduled Maturity Date shall be reduced by the Optional Partial Redemption Amount; and

(ii) In the event that the Early Partial Redemption has been made in relation to a Series of Amortising Notes, the Scheduled Amortisation Amounts due on each Payment Date falling after the Payment Date on which the Optional Partial Redemption Amount is paid shall each be reduced by the amount of X as follows:

X = OPRA x SAA / PAO

Where:

OPRA = the Optional Partial Redemption Amount paid in respect of such Series of Notes;

SAA = the Scheduled Amortisation Amount due on such Payment Date in respect of such Series of Notes; and

PAO = the Principal Amount Outstanding immediately prior to the first Payment Date immediately succeeding the date on which the Optional Partial Redemption Amount was paid.

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This option may only be exercised provided that the Issuer has certified to the Representative of the Noteholders and produced evidence acceptable to the Representative of the Noteholders that it will have the necessary funds (not subject to the interests of any person) to discharge all of its outstanding liabilities ranking in priority to payments of principal on the Notes and all amounts due to be paid on such Payment Date under the Intercreditor Agreement pari passu with such Notes.

For the avoidance of doubt, the Issuer may exercise its option to make a payment of Optional Partial Redemption Amount in relation to any Series of Notes any number of times until the redemption in full of such Series, unless otherwise specified in the relevant Pricing Supplement. See Condition 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption).

Withholding tax: All payments of principal, interest and other proceeds (if any) on the Notes will be made free and clear of any withholding or deduction for Italian withholding or substitute taxes, unless the Issuer or any intermediary that intervenes in the collection of interest and other proceeds on the Notes is required by applicable law to make such a withholding or deduction. If any withholding or deduction for or on account of tax is applicable to the Notes, the Issuer will (save as provided in Condition 13 (Taxation)) pay such additional amounts as will result in the Noteholders receiving such amounts as they would have received in respect of such Notes had no such withholding or deduction been required. See "Taxation in the Republic of Italy" below.

Security for the Notes: By virtue of the Transaction Documents and in accordance with Law Decree No. 63 of 15 April 2002 (as converted into law with amendments and as subsequently amended by Law Decree No. 269 of 30 September 2003 converted with amendments into Law No. 326 of 24 November 2003) ("Law Decree No. 63") and pursuant to resolutions of the Issuer filed with the Chamber of Commerce of Rome, the Issuer's Transaction Rights will be available both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders, to the Other Issuer Creditors and to any other creditors of the Issuer in relation to the finance transaction involving the Project (the "Transaction") in priority to the Issuer's obligations to any other creditors, until the repayment in full of the Notes and the Funding Loans.

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By virtue of the operation of Article 75 and the Credit Facility Agreement, the Borrowers' right, title and interest in and to the Net TACs and to any sums collected therefrom will be destined with priority to the repayment of amounts due in respect of the Project Loan Tranches and no creditors, other than the Issuer, may attach the destined Net TACs until the repayment in full of amounts due in respect of the Project Loan Tranches.

In addition, pursuant to the Intercreditor Agreement, the Issuer will undertake to (i) deposit a corporate resolution segregating Issuer's Subsequent Transaction Rights in respect of any further Transaction Document that is entered into in relation to a Funding Loan, (ii) give security over its rights under the Hedging Agreements and Additional Hedging Agreements in favour of the Representative of the Noteholders for the benefit of the Noteholders and the Other Issuer Creditors pursuant to the Deed(s) of Charge upon the execution of each such Hedging Agreement and Additional Hedging Agreement (or grant such other form of security thereover that the Rating Agencies confirm will not adversely affect the ratings of the then outstanding Notes); and (iii) not revoke or amend any resolution passed for the purpose of segregating the Issuer's Transaction Rights.

Provisions of Transaction Documents:

The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all provisions of the Transaction Documents applicable to them. In particular, each Noteholder, by reason of holding Notes, recognises the Representative of the Noteholders as its representative and accepts to be bound by the terms of each of the Transaction Documents signed by the Representative of the Noteholders as if such Noteholder was a signatory thereto.

Ratings: Each Series of Notes is expected, on issue, to be assigned a rating as specified in the relevant Pricing Supplement by each of the Rating Agencies.

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organisation.

Listing: Application may be made to list a Series of Notes issued under the Programme on the Luxembourg Stock Exchange and/or any other stock exchange as may be agreed between the Issuer and each relevant Dealer and as specified in the relevant Pricing Supplement. Any Series of Notes may also be issued on an unlisted basis.

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on an unlisted basis.

Governing law: The Notes will be governed by Italian law.

Selling restrictions: For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in certain jurisdictions including Italy, the United States of America, the United Kingdom, the Netherlands and Germany, see "Subscription and Sale".

Distribution of the Notes: The Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis, in each case only in accordance with the relevant selling restrictions.

Purchase of the Notes: The Issuer may at any time purchase any Notes in the open market or otherwise and at any price provided. If purchase is made by tender, tenders must be available to all holders of the Series of Notes which the Issuer intends to buy.

All unmatured Notes redeemed or purchased by the Issuer shall be cancelled forthwith and may not be reissued or resold.

CREATION AND ADMINISTRATION OF THE ISSUER'S TRANSACTION RIGHTS

Principal source of payments under Notes and Funding Loans:

The principal source for the payment of interest on, and repayment of principal of, the Notes and the Funding Loans will be the amounts received by the Issuer as payment of interest and repayment of principal in respect of the advances made thereby to the Borrowers in accordance with the Credit Facility Agreement. Alternatively the Issuer may fund the payment of interest on, and repayment of principal of, the outstanding Notes and Funding Loans using the Refinancing Proceeds deriving from the issue of other Series of Notes or monies drawn down under the Funding Loans.

Principal source of payments in respect of the Credit Facility Agreement:

The principal sources for the payment of amounts due to the Issuer in respect of the Credit Facility Agreement:

(i) net collections and recoveries in relation to the claims and proceeds arising in connection with the use of the To-Mi-Na Line of the Italian high speed/high capacity railway system and stations (the "Net Track Access Charges" or the "Net TACs"). The Net TACs consist of the difference between (a) the annual claims and proceeds deriving from the use of the To-Mi-Na Line of the Italian high speed/high capacity railway system (the

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the Italian high speed/high capacity railway system (the "Gross Track Access Charges" or the "Gross TACs") collected by or on behalf of RFI, including both track access charges paid by train operators and the rental payments deriving from the commercial real estate comprised in the stations, and (b) certain Permitted Payments to the Borrowers; and

(ii) collections and recoveries from the State Contribution Provider pursuant to Article 75 and the Implementation Decree (the "State Contribution" and, together with the Net TACs, the "Credit Facility Cash Flows"). The amount of the State Contribution for each year will be equal to the difference between (a) the total sums which are due and payable that year to the Issuer under any Project Loan Tranche (for interest, principal, indemnities or otherwise) and including any sums due and payable but unpaid the previous year (and associated costs) and rolled over pursuant to the Credit Facility Agreement) and (b) the Forecasted Net TACs for such year.

See "The Project" and "Description of the Credit Facility Agreement".

Permitted Payments: Pursuant to the Implementation Decree and in accordance with the Credit Facility Agreement, the Issuer shall transfer to the Borrowers certain amounts due in relation to (i) the forecasted operating costs of the Project, (ii) the VAT received in respect of payments under the Exploitation Contracts (as defined below), (iii) amounts paid by the train operators and commercial lessees to the Issuer Collection Account in error and to be repaid, (iv) the amounts forecasted to be necessary to service the due and payable Existing Indebtedness (as defined below) of the Borrowers, and (v) tax credit payments due by the Issuer to any obligor under the Credit Facility Agreement (together, the "Permitted Payments"). Item (i) of the Permitted Payments will be capped at a maximum amount, from 2008, which amount may be modified on an annual basis as set out in the Contratto di Programma (as defined below). The aggregate Permitted Payments may not be higher than the corresponding Gross TACs received in any year.

Pursuant to the Transaction Documents, the Permitted Payments shall be tr ansferred to the Borrowers on any Business Day on which the Issuer has funds standing to the credit of the Issuer Collection Account and recorded in the

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Issuer TACs Collection Record, in accordance with the provisions of the Credit Facility Agreement.

Pursuant to the Intercreditor Agreement, RFI will notify the Representative of the Noteholders, the Issuer and the Project Facility Manager by 30 June of each year of the amount of Permitted Payments withdrawn by it in the Reference Period (as defined herein) then ending and the amount of Permitted Payments estimated to be required in the following Reference Period. Furthermore, any change in the cap as set out in the Contratto di Programma will be notified to the Representative of the Noteholders, the Issuer, the Programme Calculation Agent and the Project Facility Manager at least 2 Business Days prior to the occurrence of the same.

The "Existing Indebtedness" of the Borrowers for the purposes of the Permitted Payments is comprised of their payment obligations under certain existing loan agreements (including related hedging agreements) as specified in the Implementation Decree. See "Description of the Borrowers"

Issuer's Initial Transaction Rights and Issuer's Subsequent Transaction Rights:

The monetary rights deriving from the First Project Loan Tranches and any other rights relating to the First Project Loan Tranches, the Issuer's rights under the Transaction Documents relating to the First Project Loan Tranches and the cash flow deriving therefrom to the Issuer (together, the "Issuer's Initial Transaction Rights") shall be segregated by the Issuer prior to the First Loan Date in accordance with the terms of the Credit Facility Agreement entered into on 23 December 2003 between the Issuer, the Borrowers and the Project Facility Manager (the "Credit Facility Agreement") upon the filing of the relevant resolution of the Issuer with the Chamber of Commerce of Rome. The Issuer may use the Financing Proceeds or amounts drawn down under Funding Loans to make available advances under Further Project Loan Tranches to the Borrowers in accordance with the Credit Facility Agreement. Prior to the drawdown of the first advance under each Further Project Loan Tranche, the Issuer will segregate the monetary rights deriving from such Further Project Loan Tranche and any other rights relating to such Further Project Loan Tranche, the Issuer's rights under the Transaction Documents relating to such Further Project Loan Tranche and the cash flow deriving therefrom to the Issuer, upon the filing of the relevant resolutions of the Issuer with the Chamber of Commerce of Rome (the "Issuer's Subsequent Transaction Rights" and, together with the Issuer's Initial Transaction Rights, the "Issuer's Transaction Rights"). For the avoidance of doubt,

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the Issuer's Transaction Rights will not include any amounts payable as commission, fees or otherwise to Infrastrutture S.p.A. in its various roles in relation to the Transaction pursuant to Clause 18 of the Credit Facility Agreement.

The Notes of each Series issued from time to time and the Funding Loans granted will be collateralised by the Issuer's Transaction Rights as a whole. All the Issuer's Transaction Rights will constitute one single patrimonio separato pursuant to Article 8 of Law Decree No. 63.

Funding of Project Loan Tranches:

The proceeds deriving from the issue of the first three Series of Notes to be issued under the Programme (the "First Series") will be applied by the Issuer (as Financing Proceeds) to fund the first loans to be made to the Borrowers (the First Project Loan Tranches"). The Financing Proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans (if so specified in the relevant Funding Loan Agreement)) will be applied by the Issuer to fund loans to be made to the Borrowers in accordance with the Credit Facility Agreement (the "Further Project Loan Tranches" and, together with the First Project Loan Tranches, the "Project Loan Tranches"). The Refinancing Proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans (if so specified in the relevant Funding Loan Agreement)) will constitute Issuer Available Funds and will be applied by the Issuer to finance payments to be made by the Issuer in accordance with the relevant Priority of Payments.

The principal terms of each Project Loan Tranche financed or refinanced by the issue of Notes will be annexed to the Pricing Supplement for such Notes.

Liability for the Loans: Under the Credit Facility Agreement, each of RFI and TAV may be a Borrower. The money borrowed by each Borrower will correspond to the forecasted financial needs for the construction and implementation of the portion of the Project to be implemented by such Borrower. See "The Project".

In addition to its obligations as primary Borrower, RFI will guarantee the obligations of TAV as Borrower under the Project Loan Tranches (in such capacity, the "Credit Facility Guarantor" and, together with the Borrowers, the "Obligors"). The Credit Facility Guarantor will become liable for that part of the Project Loan Tranche not paid by TAV only upon default of TAV.

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The obligations of TAV as Borrower will be reduced pro rata, and the obligations of RFI as Borrower will proportionally increase, at each date on which each segment or junction (or portion thereof) for the construction of which TAV is responsible, is completed and is transferred to RFI together with TAV's rights and obligations under the Advances drawn down in respect of the relevant segment or junction (or portion thereof). Upon any such transfer/assignment being perfected, fully effective and unconditional, RFI will acquire all the relevant assets and liabilities relating to such completed segment or junction and, accordingly, RFI shall become sole Borrower for the related portion of the Project Loan Tranches. See "Description of the Credit Facility Agreement".

Use of the Project Loan Tranches:

The Project Loan Tranches will be used by the Borrowers to fund or refinance the construction and implementation of the high speed/high capacity railway network between Turin, Milan, Rome and Naples in the Republic of Italy. See "The Project" and "Description of the Borrowers".

Project Documents: The following agreements have been entered into in connection with the Project:

(i) the "RFI Concession", being the concession granted to RFI in October 2000 by the Ministry of Infrastructure and Transport ("MIT") for the planning, development, construction, management and maintenance of the Italian railway network (other than the transport services), including the high speed/high capacity system;

(ii) the "TAV Convention", being the convention entered into on 24 September 1991, as subsequently amended and integrated and renewed on 9 December 2003 by RFI and TAV, pursuant to which inter alia TAV designs and constructs certain segments and junctions of the Project on behalf of RFI; and

(iii) the "Contratto di Programma", being the agreement to be entered into by the MIT and RFI, in accordance with Decree No. 188 of 8 July 2003 and the RFI Concession, setting out their respective obligations under the RFI Concession. Each Contratto di Programma lasts for a minimum of three years and may be subject to annual adjustment or renewal. The Contratto di Programma currently in force was entered into for the period 2001-2005,

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(together, the "Project Documents").

Collection of the Gross TACs

Under the Credit Facility Agreement, RFI will irrevocably undertake to instruct each train operator and commercial lessee under the relevant Exploitation Contract to pay the Gross TACs to the Issuer Collection Account. See "Description of the Credit Facility Agreement" and "Accounts and Cash Flows".

"Exploitation Contract" means certain contracts entered into by RFI and train operators and commercial lessees for the granting of the right of access to the Project infrastructure by RFI. See "Description of the Credit Facility Agreement".

Calculation of the Forecasted Net TACs and the Permitted Payments:

Pursuant to the Implementation Decree, the TACs Forecast Manager will determine the forecasted Gross TACs (the "Forecasted Gross TACs") and the forecasted Net TACs (the "Forecasted Net TACs") (flussi di cassa previsionali) for each Reference Period in which principal on a Project Loan Tranche is outstanding, starting from 2008, such determination to be made by 30 June of each year.

In accordance with the Credit Facility Agreement and the Implementation Decree, RFI will appoint the TACs Confirmation Agent, which shall be an independent company of primary standing having skills in the international railway sector to confirm the reasonableness of the forecast of the Forecasted Gross TACs.

Calculation of the State Contribution:

Pursuant to the Credit Facility Agreement and the Implementation Decree, the amount of the State Contribution will be determined by RFI on the basis of inter alia the Forecasted Net TACs, from time to time, by 30 June in the year prior to the year in which the amounts due to the Issuer under the Project Loan Tranches become due and payable, and will be notified to the State Contribution Provider (with a copy to the Project Facility Manager) to allow the State Contribution Provider to make the necessary budget allocations and adjustments in time to transfer to the Borrowers the sums necessary to meet their obligations to the Issuer.

Collection of the State Contribution:

The State Contribution Provider will pay the State Contribution, in accordance with the Implementation Decree, to the Group Holding Company who will, pursuant to the Intercompany Agreement, transfer the same to RFI, in each case by means of capital injections. If the State Contribution has been provided by the State Contribution Provider in respect of amounts due from RFI to the Issuer, RFI will, pursuant to the Credit Facility Agreement, apply the same to

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pursuant to the Credit Facility Agreement, apply the same to make payments into the Issuer Collection Account. If the State Contribution has been provided by the State Contribution Provider in respect of amounts due from TAV to the Issuer, RFI will, pursuant to the Credit Facility Agreement, transfer the same to TAV by means of capital injection or otherwise, following which TAV will, pursuant to the Credit Facility Agreement, apply the same to make payments into the Issuer Collection Account.

The obligations of the State Contribution Provider will be discharged only when the State Contribution has been credited to the Issuer Collection Account.

See "Description of the Intercompany Agreement" and "Accounts and Cash Flows".

Warranties in relation to the Issuer's Transaction Rights:

Pursuant to the Dealer Agreement and the Subscription Agreements, the Borrowers and the Group Holding Company have given and will give certain representations and warranties to the Issuer, the Dealers and the Arrangers, and the Issuer has given and will give certain representations and warranties to the Dealers and the Arrangers, in relation to, inter alia, themselves and the information provided thereby. See "Description of the Dealer Agreement".

Servicing and collection procedures:

Pursuant to the terms of the Credit Facility Agreement, the Project Facility Manager has agreed to administer and service the Issuer's Transaction Rights and, in particular, to: (i) keep accounting records of the amounts due and collected under the Credit Facility Agreement; (ii) administer relationships with the Borrowers, the Group Holding Company and the State Contribution Provider; and (iii) carry out, on behalf of the Issuer, certain activities in relation to the Project Loan Tranches.

The Project Facility Manager has undertaken to prepare and submit to the Issuer, the Representative of the Noteholders, the Programme Calculation Agent and the Rating Agencies on a semi-annual basis a report (the "Project Facility Manager's Report") in or substantially in the form set out in the Cash Allocation, Management and Payments Agreement. See "Description of the Cash Allocation, Management and Payments Agreement".

Accounts and cash flow structure

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Issuer Collection Account: The Issuer has established with the Collection Accounts Bank a Euro denominated Eligible Account (the "Issuer Collection Account") for the deposit of, inter alia, monies received thereby in respect of the Credit Facility Agreement (including Gross TACs and State Contribution) and in respect of any Accumulation Amount, Cash Reserve, Hedging Termination Amounts or Interest and Principal Reserve. The Project Facility Manager will maintain records in relation to the Issuer Collection Account in accordance with the Cash Allocation, Management and Payment Agreement. See "Accounts and Cash Flow".

"Accumulation Amount" means any Issuer Available Funds remaining after the payment in full of items (i) to (xi) in the Pre Event Priority of Payments on any Payment Date on which there is Principal Amount Outstanding on any Series of Notes or principal outstanding on any Funding Loan.

"Cash Reserve Amount" means the amount to be withheld from an advance to be made to a Borrower and to be credited to the Issuer Collection Account and recorded in the Issuer Cash Reserve Record on any Issue Date of Notes or drawdown under a Funding Loan Agreement to form part of the Issuer Available Funds on the immediately following Payment Dates up to and including the next Payment Date falling in July, in each case as specified in the relevant Pricing Supplement or Funding Loan Agreement, as the case may be.

"Eligible Account" means an account held with an Eligible Institution.

"Eligible Institution" means, for the purposes of the Transaction Accounts Bank, any bank located in Italy or acting through a branch located in Italy whose short-term unsecured and unsubordinated debt obligations are rated at least F1 by Fitch Ratings, P-1 by Moody's and A1+ by S&P, and for the Collection Accounts Bank, any bank located in Italy or acting through a branch located in Italy whose long-term unsecured and unsubordinated debt obligations are rated at least Aa2 by Moody's and AA by S&P and whose short-term unsecured and unsubordinated debt obligations are rated at least F1 by Fitch Ratings.

"Hedging Termination Amount" means any sum due by any Hedging Counterparty to the Issuer as a result of an early termination of the Hedging Agreement or Additional Hedging Agreement in accordance with the provisions set out therein.

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"Interest and Principal Reserve" means, with reference to each Series of Notes or Funding Loan in respect of which interest and/or is due and payable on a semi annual basis, the amount determined on the Determination Date immediately prior to the Payment Date falling in July of each year to be payable on the Payment Date in January of the subsequent year, in accordance with the formula for such determination set out (i) in respect of the Notes, in the relevant Pricing Supplement, or (ii) in respect of the Funding Loans, in the relevant Funding Loan Agreement.

Expense Account: The Issuer has established with the Transaction Accounts Bank a Euro denominated Account (the "Expense Account") into which, on the Initial Issue Date and on each Payment Date thereafter, the Expenses Retention Amount will be credited.

During each Interest Period (as defined in the Conditions) prior to the service of a Trigger Notice, the Expenses Retention Amount will be used by the Issuer to pay any documented fees, costs, liabilities and expenses required to be paid to any third party (other than the Noteholders and the Other Issuer Creditors) arising in connection with the Transaction, but excluding any taxes payable by the Issuer in respect of the segregated assets (patrimonio separato) (together, the "Expenses").

"Expenses Retention Amount" means an amount of €100,000 on the Initial Issue Date and, prior to the service of a Trigger Notice, on each Payment Date thereafter, such amount to be increased once each 5 years in accordance with the Italian Consumer Price Index published by Istituto Nazionale di Statistica.

Payments Account: The Issuer has established with the Transaction Accounts Bank a Euro denominated Eligible Account (the "Payments Account") into which the following amounts will be credited:

(i) all amounts paid by any Hedging Counterparty under any Hedging Agreement or Additional Hedging Agreement;

(ii) the proceeds from issues of new Series of Notes prior to being applied as Financing Proceeds or Refinancing Proceeds;

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(iii) all amounts drawndown by the Issuer under the Funding Loans prior to be being applied to finance or refinance the Project;

(iv) all amounts paid by the parties to the Transaction Documents to the Issuer by way of indemnity following a breach of the Transaction Document to which they are a party;

(v) all amounts (if any) paid by the Liquidity Facility Provider(s) to the Issuer pursuant to the Liquidity Facility Agreement(s);

(vi) all other amounts payable into the Payments Account in accordance with the Transaction Documents;

(vii) all monies to be transferred from the Issuer Collection Account or from the Expense Account following any Determination Date in accordance with the Cash Allocation, Management and Payment Agreement;

(viii) any monies standing to the credit of any Reserve Accounts (if any) to the extent that such monies form part of the Issuer Available Funds on any Payment Date, plus any interest accrued thereon; and

(ix) following service of a Trigger Notice, monies standing to the credit of the other Issuer Accounts in accordance with the Cash Allocation, Management and Payment Agreement.

The Issuer Accounts held with the Transaction Accounts Bank will be maintained therewith for as long as the Transaction Accounts Bank is an Eligible Institution.

Other Issuer Accounts: Upon the issue of any Series of Notes, if required to do so in accordance with the Intercreditor Agreement and the relevant Pricing Supplement, the Issuer will establish with the Transaction Accounts Bank further Eligible Accounts to be used for the deposit of any reserve of interest, principal or otherwise (any such additional account, a "Reserve Account"). Furthermore, upon the occurrence of certain events in relation to the payment of Permitted Payments as set out in Clause 16.9 of the Intercreditor Agreement, the Issuer may establish an additional account with an Eligible Institution for the transfer of Gross TACs from the Issuer Collection Account (any such account, a "Permitted Payments Account" and, together with the Expense Account, the Payments Account and the Issuer Collection Account and the Reserve

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Account and the Issuer Collection Account and the Reserve Accounts (if any), the "Issuer Accounts").

FS Group Contributions Accounts:

Each of the Group Holding Company and the Borrowers have established with the Collection Accounts Bank a Euro denominated Eligible Account (together, the "FS Group Contributions Accounts") into which all amounts received or recovered thereby as State Contribution will be credited. Each of the FS Group Contributions Accounts opened in the name of RFI and TAV will be dedicated pursuant to the Implementation Decree for the benefit of the Issuer in respect of its claims arising under the Credit Facility Agreement.

Issuer Available Funds: "Issuer Available Funds" means in respect of any Payment Date, as the case may be, the aggregate of:

(i) all amounts standing to the credit of the Issuer Collection Account at the immediately preceding Determination Date and recorded in the Issuer Collection and Reserve Record (representing, for the avoidance of doubt, (i) all amounts paid to the Issuer in respect of the Credit Facility Agreement on the immediately preceding Facility Payment Date and (ii) all amounts held by the Issuer as at such date in respect of Interest and Principal Reserve, if any); and

(ii) the Refinancing Proceeds from issues of new Series of Notes issued under the Programme and paid into the Payments Account on or prior to the immediately preceding Determination Date; and

(iii) all amounts drawn down under Funding Loans which have been drawn down for the purposes of forming part of the Issuer Available Funds; and

(iv) all amounts (if any) paid or to be paid immediately prior to such Payment Date by the Liquidity Facility Provider(s) into the Payments Account pursuant to the Liquidity Facility Agreement(s); and

(v) all amounts standing to the credit of the Payments Account at the immediately preceding Determination Date (for the avoidance of doubt, with the exception of any Financing Proceeds and amounts drawn down under any Funding Loan Agreement in order to finance the Project); and

(vi) all amounts standing to the credit of the Expense Account at the immediately preceding Determination

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Account at the immediately preceding Determination Date; and

(vii) all amounts standing to the credit of any Reserve Accounts (if any) at the immediately preceding Determination Date (to the extent that such amounts are due, in accordance with the Transaction Documents, to be applied as Issuer Available Funds on such Payment Date); and

(viii) all amounts standing to the credit of the Issuer Collection Account and recorded in the Issuer Liquidity Reserve Record (as defined herein) at the immediately preceding Determination Date (to the extent that such amounts are due, in accordance with the Transaction Documents, to be applied as Issuer Available Funds on such Payment Date); and

(ix) all amounts standing to the credit of the Issuer Collection Account and recorded in the Issuer Accumulation Record at the immediately preceding Determination Date; and

(x) all amounts (if any) paid or to be paid immediately prior to such Payment Date by the Hedging Counterparties into the Payments Account pursuant to the Hedging Agreement(s) or Additional Hedging Agreements (other than Hedging Termination Amounts); and

(xi) all amounts of interest paid on any of the Issuer Accounts during the Collection Period immediately preceding such Payment Date.

For the avoidance of doubt:

(a) (prior to the service of a Trigger Notice) the Issuer Available Funds will not include any amounts standing to the credit of the Issuer Collection Account on the immediately preceding Determination Date which are recorded in the Issuer TACs Collection Record, the Issuer State Contribution Record, the Issuer Hedging Record or the Issuer Cash Reserve Record;

(b) (following the service of a Trigger Notice) the Issuer Available Funds will not include any amounts standing to the credit of the Issuer Collection Account and recorded in the Issuer TACs Collection Record and which are to be used to make Permitted Payments;

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(c) should there be any duplication in the amounts included in the different items of the Issuer Available Funds above, the Programme Calculation Agent shall avoid such duplication when calculating the Issuer Available Funds; and

(d) the Issuer Available Funds will not include any asset (including, without limitation, cash or securities) which is paid or transferred by any Hedging Counterparty to the Issuer as collateral to secure the performance by such Hedging Counterparty of its obligations under a Hedging Agreement together with any income or distributions received in respect of such asset and any equivalent or replacement of such asset into which such asset is transferred but which may not be applied at such time in satisfaction of the obligations of the relevant Hedging Counterparty under the terms of such Hedging Agreement.

Trigger Events: If any of the following events (each, a "Trigger Event") occurs:

(i) Non-payment:

(a) on the Final Maturity Date or Scheduled Maturity Date in respect of any Series of Notes or, in respect of the Amortising Notes, on any Payment Date on which principal is due and payable thereon, the Issuer defaults in the payment of the amount of principal due on such Notes on such date and such default is not remedied within a period of seven Business Days from the due date thereof; or

(b) on any Payment Date, the Issuer defaults in the payment of the amount of interest due on any Series of Notes and such default is not remedied within a period of seven Business Days from the due date thereof; or

(c) on any Payment Date on which payments of principal are due and payable to any Funding Lender under any Funding Loan Agreement(s), the Issuer defaults in the payment of the amount of principal due in respect of such Funding Loan Agreement(s) on such date and such default is not remedied within a period of seven Business Days from the due date thereof;

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seven Business Days from the due date thereof;

(d) on any Payment Date on which payments of interest or other sums (other than principal) are due and payable to any Funding Lender under any Funding Loan Agreement(s), the Issuer defaults in the payment of the amount of interest due in respect of such Funding Loan Agreement(s) and such default is not remedied within a period of seven Business Days from the due date thereof; or

(e) on any Payment Date, the Issuer defaults in the payment of any amount due and payable to the Other Issuer Creditors (other than the Funding Lenders) in priority to any amounts in respect of principal or interest on the Notes in accordance with the relevant Priority of Payments and such default is not remedied within a period of seven Business Days from the due date thereof; or

(ii) Breach of obligations: the Issuer defaults in the performance or observance of any of its obligations (being, in the sole opinion of the Representative of the Noteholders, a material obligation) under or in respect of the Notes or any of the Transaction Documents to which it is a party (other than any obligation for payment as set out in (i) above) and (except where, in the sole opinion of the Representative of the Noteholders, such default is not capable of remedy in which case no notice will be required), such default remains unremedied for 30 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or

(iii) Breach of representations and warranties: any material breach of the representations and warranties given by the Issuer under any of the Transaction Documents to which it is a party, and (except where, in the sole opinion of the Representative of the Noteholders, such breach is not capable of remedy in which case no notice will be required), such default remains unremedied for 10 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or

(iv) Insolvency of the Issuer:

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(a) an administrator, administrative receiver or liquidator of the Issuer is appointed over or in respect of the whole of the undertaking, assets and/or revenues of the Issuer or the Issuer becomes subject to any bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar proceedings (among which, without limitation, fallimento, liquidazione coatta amministrativa, concordato preventivo and amministrazione controllata within the meaning ascribed to those expressions by the laws of Italy) or application is made for the commencement of any such proceedings or an encumbrances takes possession of the whole of the undertaking or assets of the Issuer; or

(b) proceedings are initiated against the Issuer under any applicable bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar laws and such proceedings are not, in the opinion of the Representative of the Noteholders, being disputed in good faith; or

(c) the Issuer takes any action for a readjustment or deferment of the whole or a substantial part of its obligations or makes a general assignment or a general arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of the whole or a substantial part of its indebtedness or any guarantee of any indebtedness given by it or applies for bankruptcy or suspension of payments;

and Article 8, paragraph 4 of Law Decree No. 63 has been amended, revoked or supplemented since the Initial Issue Date in a manner which is materially prejudicial, in the sole opinion of the Representative of the Noteholders (acting in good faith), to the interests of the Noteholders and the Other Issuer Creditors; or

(v) Winding up of the Issuer: an order is made or an effective resolution is passed for the winding up, liquidation, dissolution or extraordinary administration

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in any form of the Issuer, other than a winding up for the purposes of or pursuant to an amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders or by an Extraordinary Resolution of the Noteholders in accordance with the Rules of Organisation of Noteholders, and Article 8, paragraph 4 of Law Decree No. 63 has been amended, revoked or supplemented since the Initial Issue Date in a manner which is materially prejudicial, in the sole opinion of the Representative of the Noteholders (acting in good faith), to the interests of the Noteholders and the Other Issuer Creditors; or

(vi) Unlawfulness: following the issuance of any Series of Notes it becomes unlawful (in any respect deemed by the Representative of the Noteholders to be material) for the Issuer to perform or comply with any of its obligations under or in respect of such Series of Notes or any Transaction Document to which it is a party, or

(vii) Acceleration under the Credit Facility Agreement: the Issuer accelerates the Credit Facility Agreement pursuant to Clause 16.2 (Acceleration and Cancellation) thereof and the Issuer receives the State Contribution due as a consequence of such acceleration,

then the Representative of the Noteholders may, at its sole discretion (if it has first certified in writing that such event is, in its sole opinion (acting in good faith), materially prejudicial to the interests of the Noteholders and the Other Issuer Creditors) or, if so directed by an Extraordinary Resolution of the Noteholders of all Series of Notes issued under the Programme and then outstanding (subject to compliance with the provisions of the Intercreditor Agreement) or in respect of the Trigger Event at (vii) (Acceleration under the Credit Facility Agreement), shall serve a Trigger Notice on the Issuer.

Following the service of a Trigger Notice, the Issuer Available Funds shall be applied in accordance with the Post Event Priority of Payments; see "Priority of Payments following the delivery of a Trigger Notice" below and the Issuer shall be precluded from granting any Further Project Loan Tranches, issuing any Series of Notes and entering into any Funding Loan Agreement(s) or drawing down amounts thereunder.

For the avoidance of doubt, with respect to the Trigger Event at item (vii) above, the Issuer has covenanted not to accelerate

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at item (vii) above, the Issuer has covenanted not to accelerate the Credit Facility Agreement other than as permitted by the Intercreditor Agreement and the Conditions. See "Terms and Conditions of the Notes - Covenants".

Priority of Payments prior to the delivery of a Trigger Notice:

Prior to the delivery of a Trigger Notice, the Issuer Available Funds shall be applied on each Payment Date in making the following payments in the following order of priority (the "Pre Event Priority of Payments") (in each case only if and to the extent that payments of a higher priority have been made in full):

(i) First, pari passu and pro rata according to the respective amounts thereof, (a) to pay any Expenses (to the extent that the Expenses Retention Amount standing to the credit of the Expense Account has been insufficient to pay such costs during the immediately preceding Interest Period or such Expenses are due on such Payment Date), and (b) to pay any additional fees, costs, expenses and taxes required to be paid in connection with any listing or deposit of the Notes or to fund any notice to be given to any parties in accordance with any of the Transaction Documents or to the Noteholders;

(ii) Second, to pay all amounts due to the Representative of the Noteholders as remuneration and any indemnity, proper fees, costs and expenses incurred by the Representative of the Noteholders under the provisions of or in connection with any of the Transaction Documents,

(iii) Third, pari passu and pro rata according to the respective amounts thereof, to pay (a) any amounts due and payable, in accordance with the Transaction Documents as fees, costs and expenses to the Transaction Accounts Bank, the Programme Calculation Agent, the Paying Agents, the Liquidity Facility Provider(s) and the Project Facility Manager, (b) any other documented costs, fees and expenses due to persons who are not party to the Intercreditor Agreement which have been incurred in or in connection with the preservation or enforcement of the Issuer's Transaction Rights, and (c) to credit into the Expense Account the Expenses Retention Amount;

(iv) Fourth, pari passu and pro rata, according to the respective amounts thereof, to pay to any Hedging

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respective amounts thereof, to pay to any Hedging Counterparties any amounts due and payable under any Hedging Agreement or Additional Hedging Agreement other than Subordinated Termination Payments (as defined below);

(v) Fifth, to pay all amounts due to the Liquidity Facility Provider under the Liquidity Facility Agreement(s) on such Payment Date (other than the fees, costs and expenses paid thereto in accordance with (iii) above);

(vi) Sixth, following a Liquidity Facility Event, to replenish the Liquidity Facility Reserve up to but not exceeding the Required Liquidity Amount (each as defined herein);

(vii) Seventh, pari passu and pro rata, according to the respective amounts thereof, to pay all amounts of interest then due and payable on any Notes or in respect of any Funding Loan;

(viii) Eighth, to pay all amounts due to be paid as Interest and Principal Reserve in respect of the interest to be paid on the Notes or the Funding Loans on the immediately following Payment Date;

(ix) Ninth, pari passu and pro rata, according to the respective amounts thereof, (a) to pay the Principal Amount Outstanding due and payable in respect of any Bullet Notes (pro rata according to the amounts then due); (b) to pay the Scheduled Amortisation Amount due and payable in respect of any Amortising Notes (pro rata according to the amounts then due); (c) if the Issuer has elected to redeem a Series of Notes in whole but not in part pursuant to Condition 11.4 (Redemption, Purchase and Cancellation - Early Redemption of a Series of Notes), to pay the Principal Amount Outstanding or the Early Redemption Amount, as the case may be, in respect of the relevant Notes; (d) if the Issuer has elected to redeem an Optional Partial Redemption Amount pursuant to Condition 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption), to pay such Optional Partial Redemption Amount in respect of the relevant Notes and (e) to pay all amounts of principal then due and payable in respect of any Funding Loans;

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(x) Tenth, to pay all amounts due to be paid as Interest and Principal Reserve in respect of the principal to be paid on the Notes or the Funding Loans on the immediately following Payment Date;

(xi) Eleventh, to pay pari passu and pro rata, according to the respective amounts thereof, any amount due and payable to any Hedging Counterparties arising out of any Subordinated Termination Payment;

(xii) Twelfth, whilst there is any Principal Amount Outstanding in respect of any Series of Notes or any amounts of principal outstanding and not repaid to the relevant Funding Lenders in respect of any Funding Loan, to pay any excess to the Issuer Collection Account as Accumulation Amount;

(xiii) Thirteenth, following the payment in full of all items under (i) to (xii) above (including, for the avoidance of doubt, the redemption in full of the Notes and the Funding Loans), to pay all excess amounts to RFI.

For the avoidance of doubt, on any Payment Date in January, amounts shall only be due and payable under items (iii)(c), (iv), (vii), (ix) and (xii) and (where applicable) (xiii) of the Pre Event Priority of Payments.

The Issuer shall, if necessary, make payments of Expenses also during the following Interest Period.

"Liquidity Facility Event" means, in relation to the Payment Date in July 2009 and on each Payment Date in July in the following years, the failure of the Issuer to enter into Liquidity Facility Agreement(s) in accordance with the terms set out in the Intercreditor Agreement by the Second Loan Calculation Date of the year immediately preceding the relevant Payment Date.

"Subordinated Termination Payment" means, subject as set out below, any termination payments due and payable to any Hedging Counterparty under a Hedging Agreement or Additional Hedging Agreement where such termination results from (a) an Additional Termination Event (Ratings Event) as specified in the schedule to the relevant Hedging Agreement or Additional Hedging Agreement, (b) bankruptcy of the relevant Hedging Counterparty, or (c) any default and/or failure to perform by such Hedging Counterparty under the relevant Hedging Agreement or Additional Hedging Agreement, other than, in the event of (a) or (c) above, the amount of any

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than, in the event of (a) or (c) above, the amount of any termination payment due and payable to such Hedging Counterparty in relation to the termination of such transaction to the extent of any premium received by the Issuer from a replacement hedging counterparty.

Priority of Payments following the delivery of a Trigger Notice:

Following delivery of a Trigger Notice (without prejudice to the ability of the Representative of the Noteholders to accumulate funds up to a certain amount in certain circumstances as set out in the proviso below), the Issuer Available Funds shall be applied on any Business Day in accordance with the following order of priority of payments (the "Post Event Priority of Payments") (in each case only if and to the extent that payments of a higher priority have been made in full):

(i) First, pari passu and pro rata according to the respective amounts thereof, (a) to pay any Expenses (to the extent that the Expenses Retention Amount standing to the credit of the Expense Account has been insufficient to pay such costs prior to such date or such Expenses are due on such date), and (b) to pay any additional fees, costs, expenses and taxes required to be paid in connection with any listing or deposit of the Notes, or to fund any notice to be given to the parties in accordance with any of the Transaction Documents or to the Noteholders;

(ii) Second, to pay all amounts due to the Representative of the Noteholders as remuneration and any indemnity, proper fees, costs and expenses incurred by the Representative of the Noteholders under the provisions of or in connection with any of the Transaction Documents;

(iii) Third, to pay, pari passu and pro rata, according to the respective amounts thereof, (a) any amounts due and payable, in accordance with the Transaction Documents as fees, costs and expenses to the Transaction Accounts Bank, the Programme Calculation Agent, the Paying Agents, the Liquidity Facility Provider(s) and the Project Facility Manager, and (b) any other documented costs, fees and expenses due to persons who are not party to the Intercreditor Agreement which have been incurred in or in connection with the preservation or enforcement of the Issuer's Transaction Rights;

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(iv) Fourth, pari passu and pro rata, according to the respective amounts thereof, to pay to any Hedging Counterparties any amounts due and payable under any Hedging Agreement or Additional Hedging Agreement other than Subordinated Termination Payments;


(vi) Sixth, pari passu and pro rata, according to the respective amounts thereof, to pay all amounts of interest then due and payable on any Notes or in respect of any Funding Loans;

(vii) Seventh, pari passu and pro rata, according to the respective amounts thereof, to pay all Principal Amount Outstanding in respect of all Notes and all principal outstanding on any Funding Loans;

(viii) Eighth, to pay pari passu and pro rata, according to the respective amounts thereof, any amount due and payable to any Hedging Counterparties arising out of any Subordinated Termination Payment;

(ix) Ninth, following the payment in full of all items under (i) to (viii) above, to pay all excess amounts to RFI.

provided however that if following the delivery of a Trigger Notice, the amount of monies at any time available to the Issuer or the Representative of the Noteholders for the payments above is less than five per cent of aggregate of the Principal Amount Outstanding of all the Notes and all principal amount outstanding under the Funding Loan Agreement(s), the Representative of the Noteholders may, at its discretion, invest such monies in some or one of the investments authorised pursuant to the Intercreditor Agreement. The Representative of the Noteholders at its discretion may vary such investments and may accumulate such investments and the resulting income until envisaged disinvestments proceeds of the accumulations, together with any other funds for the time being under the control of the Representative of the Noteholders and available for such purpose amount to at least five per cent of the aggregate of the Principal Amount Outstanding of all the Notes and the principal amount outstanding under the Funding Loan Agreement(s) and then such accumulations and funds shall be applied to make the payments above.

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applied to make the payments above.

Intercreditor Agreement: Under the terms of an intercreditor agreement entered into on or about 29 January 2004 (the "Signing Date") between the Borrowers, the Credit Facility Guarantor, the Group Holding Company, the Project Facility Manager, the Representative of the Noteholders, the Transaction Accounts Bank, the Programme Calculation Agent, the Principal Paying Agent and the Luxembourg Paying Agent (and, together with the Liquidity Facility Provider(s), the Hedging Counterparties and the Funding Lenders, the "Other Issuer Creditors") and the Issuer (the "Intercreditor Agreement"), the Other Issuer Creditors have agreed to ensure that all the Issuer Available Funds are applied in or towards satisfaction of all the Issuer's payment obligations towards the Noteholders as well as the Other Issuer Creditors, in accordance with the terms of the Intercreditor Agreement.

Each of the Liquidity Facility Provider(s), the Hedging Counterparties and the Funding Lenders will enter into the Intercreditor Agreement by way of accession at the time of entering into the relevant Liquidity Facility Agreement, the Hedging Agreement, Additional Hedging Agreement or Funding Loan Agreement, as the case may be, with the Issuer.

The Representative of the Noteholders will be authorised, in accordance with the Intercreditor Agreement, subject to a Trigger Notice being delivered to the Issuer following the occurrence of a Trigger Event or upon failure by the Issuer to exercise its rights under the Transaction Documents, to exercise, in the name and on behalf of the Issuer, all the Issuer's rights arising out of the Transaction Documents to which the Issuer is a party.

Liquidity: Pursuant to the Intercreditor Agreement, the Issuer undertakes, prior to the delivery of a Trigger Notice, to enter into one or more 364 day committed liquidity facility agreements on the terms set out in the Intercreditor Agreement with the Liquidity Facility Provider(s) (the "Liquidity Facility Agreement(s)"). Pursuant to the Liquidity Facility Agreement(s) the Liquidity Facility Provider(s), on or prior to the Second Loan Calculation Date in 2008 and each Second Loan Calculation Date thereafter, will commit to make available to the Issuer for the purposes of the Payment Dates commencing in July of the immediately following year, the Required Liquidity Amount.

In the event that the Issuer fails in whole or in part to enter into such Liquidity Facility Agreement(s) upon such terms on

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into such Liquidity Facility Agreement(s) upon such terms on or prior to the Second Loan Calculation Date in 2008 for all Series then outstanding (or on or prior to the Second Loan Calculation Date in each year thereafter for all Series then outstanding), the Issuer shall be obliged prior to the Determination Date falling in July 2009 (or prior to the Determination Date falling in July in any year thereafter, as the case may be) to establish a cash reserve (the "Liquidity Facility Reserve") for the Required Liquidity Amount. The Liquidity Facility Reserve will be held in the Issuer Collection Account and recorded by the Project Facility Manager in a separate Issuer Collection Account Record (the "Issuer Liquidity Reserve Record").

The Liquidity Facility Reserve, if any, will be funded through a mandatory prepayment of a Project Loan Tranche in accordance with the Credit Facility Agreement or using Available Accumulation Amount (if any) and, on each Payment Date, shall form part of the Issuer Available Funds to the extent that the Issuer Available Funds would not otherwise be sufficient to meet in full the Issuer's obligations due and payable under the Pre Event Priority of Payments. See "Description of the Intercreditor Agreement".

Consequently, at each Determination Date starting in July 2009 and each July thereafter, the Issuer is obliged to have the Required Liquidity Amount available to it either through Liquidity Facility Agreement(s) or the Issuer Liquidity Reserve Record or a combination of the two.

"Available Accumulation Amount" means an amount forming part of the Accumulation Amount calculated by the Project Facility Manager in accordance with the Cash Management, Payment and Allocation Agreement in accordance with the formula set out in the Intercreditor Agreement. See "Description of the Intercreditor Agreement".

"Required Liquidity Amount" means, at any time, the Euro amount equal to the lesser of:

(i) the amount necessary to pay in full items (i) to (viii) of the Pre Event Priority of Payments on the Payment Date falling in the July immediately after the date on which the Required Liquidity Amount is calculated and, in the case of semi-annual Payment Dates, the Payment Date falling in the January immediately thereafter. In relation to the items of the Pre Event Priority of Payments which are variable amounts to be estimated by

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Payments which are variable amounts to be estimated by the Programme Calculation Agent, the Programme Calculation Agent shall take into consideration (a) the amounts which were paid in respect of such items during the preceding calendar year, (b) with respect to any indexed or floating rate obligations, the information publicly available to the Programme Calculation Agent in respect of such index or floating rate, and (c) any other formula agreed with the Rating Agencies; and

(ii) The amount of Forecasted Net TACs for the year ending on 30 June immediately prior to the Payment Date in relation to which the Required Liquidity Amount is being calculated,

Provided that:

(a) the amount required to be funded through Liquidity Facility Agreement(s) shall be the Required Liquidity Amount less the amounts then recorded in the Issuer Liquidity Reserve Record; and

(b) the amount required to be credited to the Issuer Liquidity Reserve Record shall be the Required Liquidity Amount less the amounts then available pursuant to any Liquidity Facility Agreement(s).

Cash Allocation, Management and Payment Agreement:

Under the terms of a cash allocation, management and payment agreement entered into on or about the Signing Date between the Issuer, the Programme Calculation Agent, the Project Facility Manager, the Transaction Accounts Bank, the Paying Agents and the Representative of the Noteholders (the "Cash Allocation, Management and Payment Agreement"), the Programme Calculation Agent, the Project Facility Manager, the Transaction Accounts Bank and the Paying Agents will agree to provide the Issuer with certain calculation, notification and reporting services together with account handling services in relation to monies from time to time standing to the credit of the Issuer Accounts and with certain agency services and the Luxembourg Paying Agent has agreed, inter alia, to make available for inspection such documents as may be required from time to time by the rules of the Luxembourg Stock Exchange and to arrange for the publication of any notice to be given to the Noteholders.

The Project Facility Manager will maintain the Issuer Collection Account Records pursuant to the Cash Allocation, Management and Payment Agreement.

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Management and Payment Agreement.

The Programme Calculation Agent will prepare, pursuant to the Cash Allocation, Management and Payment Agreement, on or prior to each Determination Date, a report (the "Payments Report") containing details of amounts to be paid by the Issuer on the Payment Date following the relevant Determination Date in accordance with the Priority of Payments. See "Description of the Cash Allocation, Management and Payment Agreement".

Intercompany Agreement: Under the terms of an intercompany agreement entered into on or about the Signing Date between the Issuer, the Project Facility Manager, the Borrowers, the Credit Facility Guarantor, the Group Holding Company and the Representative of the Noteholders, the Group Holding Company and the Borrowers will be obliged to apply the State Contributions for the increase in share capital in RFI (in the case of receipt by FS), for the increase in share capital in TAV, for payments in respect of the Credit Facility Agreement or for otherwise transferring the same to TAV or the Issuer directly (in the case of receipt by RFI) for payments in respect of the Credit Facility Agreement (in the case of receipt by TAV). See "Description of the Credit Facility Agreement" and "Description of the Intercompany Agreement".

Transfer Agreement: Under the terms of an agreement relating to the State Contribution entered into on or about the Signing Date between the Issuer, the Group Holding Company, RFI and TAV, the Issuer shall grant a right to each of the Group Holding Company, RFI and TAV to assign to the Issuer, and each of the Group Holding Company, RFI and TAV shall grant a right to acquire therefrom, their respective claims against the State Contribution Provider in respect of any amount of State Contribution due. Any such assignment would be made without recourse to the assignor. See "Description of the Transfer Agreement ".

Hedging Agreements: The Issuer will protect itself against potential mismatches between its obligations under the Notes or the Funding Loans (fixed, floating, indexed, currency exchange or otherwise) and its receipts in respect of the Credit Facility Agreement by entering into, from time to time during the Programme, one or more hedging agreements (the "Hedging Agreements") with one or more Hedging Counterparties. Each Hedging Agreement may be subject to different terms and conditions as set out in the Pricing Supplement of any Series of Notes but may only be entered into in accordance with the terms of the

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may only be entered into in accordance with the terms of the Intercreditor Agreement. See "Description of the Hedging Agreements and Additional Hedging Agreements".

Additional Hedging Agreements:

The Issuer may enter into additional hedging arrangements (fixed, floating, indexed, currency exchange or otherwise) in respect of the Transaction by entering into one or more additional hedging agreements (the "Additional Hedging Agreements") with one or more Hedging Counterparties. Each Additional Hedging Agreement may be subject to different terms and conditions as set out in the relevant supplement to the Offering Circular but may only be entered into in accordance with the terms of the Intercreditor Agreement. See "Description of the Hedging Agreements and Additional Hedging Agreements".

Funding Loan Agreement(s):

The Issuer may, from time to time and subject to the conditions set out in the Intercreditor Agreement and in accordance with Law Decree No. 63, enter into loan agreements with banks (the "Funding Loan Agreement(s)") for the purposes of financing or refinancing the Project. Amongst the conditions for the Issuer entering into such Funding Loan Agreement(s) is the requirement that the Rating Agencies then rating the outstanding Notes confirm that the entering into by the Issuer of such Funding Loan Agreement(s) will not adversely affect the ratings of the outstanding Notes. See "Description of the Funding Loans".

Reporting to Noteholders and prospective investors

Investors Report: 10 Business Days after each Payment Date (the "Investor Report Date") the Programme Calculation Agent will produce an investors' report (the "Investors Report"), which will contain information regarding the Notes and the Credit Facility Cash Flow, including statistics relating to the financial performance of the Issuer's Transaction Rights. Such report will be generally available to the prospective investors in the Notes and to Noteholders at the offices of the Luxembourg Paying Agent and on the web site of the Programme Calculation Agent at www.jpmorgan.com/sfr.

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CERTAIN INVESTMENT CONSIDERATIONS

The following is a summary of certain investment considerations relating to the Issuer and Notes to be issued under the Programme which prospective purchasers of Notes should consider prior to making an investment decision. It is not intended to be exhaustive and prospective purchasers of Notes should also read the information set out elsewhere in this Offering Circular.

Limited recourse obligations solely of the Issuer

The Notes will be obligations solely of the Issuer, limited in recourse to the Issuer's Transaction Rights, and will not be guaranteed by, or be the responsibility of, any other person. It should be noted, in particular, that the Notes will not be obligations of and will not be guaranteed by, or be the responsibility of, the Borrowers, the Credit Facility Guarantor, the Group Holding Company, the State Contribution Provider, the Project Facility Manager, the Representative of the Noteholders, the Liquidity Facility Provider(s), the Transaction Accounts Bank, the Paying Agents, the Hedging Counterparties, the Funding Lenders, the Arrangers, the Dealers or the Shareholder nor will any of such parties accept any liability whatsoever in respect of any failure by the Issuer to make any payment of any amount due under the Notes.

Issuer's ability to meet its obligations under the Notes

The Issuer may fulfil its obligations under the Notes (and the Funding Loans) using solely the monies deriving from the Issuer's Transaction Rights and available for such purposes in accordance with the relevant Priority of Payments. The Issuer's Transaction Rights will comprise monetary rights deriving from the Project Loan Tranches, the rights of the Issuer under the Transaction Documents entered into in connection therewith and the cash flow deriving therefrom to the Issuer. The principal source for the payment of interest on, and repayment of principal of, the Notes (and the Funding Loans) will be the monies received by the Issuer in respect of the advances made by the Issuer to the Borrowers in accordance with the Credit Facility Agreement. The principal sources for the payment of amounts due to the Issuer pursuant to the Credit Facility Agreement will be the Net TACs and the State Contribution.

Furthermore, the Issuer will fund its obligations under the Notes (and the Funding Loans) using the monies received thereby pursuant to the Transaction Documents other than the Credit Facility Agreement. The ability of the Issuer to make payments in respect of the Notes will also therefore depend upon the due and timely performance by the parties to such Transaction Documents of their respective obligations thereunder. In addition, notwithstanding the obligations of the State Contribution Provider in respect of the State Contribution pursuant to Article 75 and the Implementation Decree, there can be no guarantee that the State Contribution Provider will not default in respect of payments of State Contribution as and when due.

Existing Indebtedness

As of the date of this Offering Circular, the Borrowers have an aggregated outstanding indebtedness of approximately Euro 5,470,561,875, incurred in the ordinary course of their

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respective businesses, represented by medium term credit facilities guaranteed by the Republic of Italy by operation of law. The loan agreements pursuant to which such indebtedness was incurred may contain covenants, undertakings and events of default consistent with market practice which are aimed at protecting the rights of the relevant lenders thereunder. The Transaction Documents do not contain representations and warranties as to whether the execution and performance by the Borrowers of the Transaction Documents to which they are a party constitute a breach under any of the Borrowers' existing loan agreements. In this respect, however, the following should be noted: (i) the Existing Indebtedness was raised by the Borrowers under the protection of a guarantee from the Republic of Italy granted by operation of law which is still in full force and effect; (ii) the Implementation Decree makes specific reference to the Existing Indebtedness and provides that if any renegotiation of the Existing Indebtedness is made, the main terms of any such renegotiation will be ruled through a separate decree of the MEF, and any such renegotiation is expressly permitted pursuant to the Credit Facility Agreement; (iii) the Implementation Decree provides that the Forecasted Net TACs are net of the forecasted operating costs of the Project (capped at a maximum amount) and of the amounts forecasted to be due by the Borrowers to the lenders under the Existing Indebtedness, the Credit Facility Agreement allowing for Permitted Payments to be paid out of the Gross TACs received by the Issuer; (iv) the amounts received by the Borrowers under the Credit Facility Agreement may be used by the Borrowers, inter alia, to service or refinance the Existing Indebtedness; and (v) a breach of the Borrowers' obligations with respect to the Existing Indebtedness does not per se cause an acceleration under the Credit Facility Agreement.

Variation in the amount of State Contribution due

A number of factors could lead to a variation in the amount of State Contribution due and, consequently, to the level of dependence on the payment thereof, including the following:

(i) The receipt of the Net TACs will depend upon the completion of the various segments or junctions of the Project. A number of factors during the construction stage may cause delays to the completion or coming into commercial operation of the Project, which in itself would delay receipt of the Net TACs. Furthermore, a number of factors following the completion of construction may have a negative effect on the ongoing operation of the Project or the payment of Net TACs in respect thereof. Any delay in the receipt of the Net TACs, either during the construction phase of the Project or thereafter, would increase the amount of State Contribution payable;

(ii) The receipt of the Net TACs will depend on the RFI Concession to RFI not being terminated for any reason. The RFI Concession may only be terminated in limited circumstances. Pursuant to Article 75, any termination thereof which is not simultaneous with the assumption of the debt by a third party on entering into a new concession will increase the amount of State Contribution payable prior to such new concession being granted; and

(iii) In the event that there is a mandatory prepayment under any Project Loan Tranche to cover the amount due under the Relevant Notes, the amount of State Contribution will be increased to cover such prepaid amount.

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Hedging Arrangements

In accordance with the terms of the Intercreditor Agreement, the Issuer may enter into one or more Hedging Agreements or Additional Hedging Agreements. Specific details of any such hedging arrangement are not included in this Offering Circular and will be found in the applicable Pricing Supplements (in the case of Hedging Agreements) or supplement to the Offering Circular (in the case of Additional Hedging Agreements). Each Hedging Agreement and Additional Hedging Agreement will be entered into with a counterparty (or its credit support provider) which is an Eligible Hedging Counterparty (as defined herein) using International Swaps and Derivatives Association, Inc. documentation (unless otherwise agreed by the Rating Agencies at the time). Prospective Noteholders should be aware that hedging agreements generally expose participants to certain risks depending on the nature and terms of such agreements and should accordingly review the applicable Pricing Supplement or supplement to the Offering Circular carefully to evaluate how the terms of any such Hedging Agreement or Additional Hedging Agreement might affect the Notes.

In the event of insolvency of any Hedging Counterparty, the Issuer will be treated by the relevant receiver as a general creditor of such Hedging Counterparty and there can be no assurance that the Issuer would be able to find a suitable replacement thereto.

Issues of Series of Notes and cross-default

Under the Programme, the Issuer may create and issue new Series of Notes without the consent of the existing Noteholders to fund the advance of Further Project Loan Tranches to the Borrowers and/or the redemption of any outstanding Series of Notes. The Issuer may also enter into Funding Loan Agreement(s) to fund the advance of Further Project Loan Tranches to the Borrowers and/or the redemption of any outstanding Series of Notes. It is a condition precedent to the issuance of any Series (other than the First Series) or tranche of Notes or the entering into of any Funding Loan Agreement that each Rating Agency confirms that the issuance of such Notes or entering into of such Funding Loan Agreement will not result in a reduction or withdrawal of the then current ratings of any of the then outstanding Notes.

Whilst new Series of Notes may only be issued upon certain conditions, the Conditions provide that a Trigger Event under one Series of Notes or certain breaches under a Funding Loan Agreement will constitute a Trigger Event of all Series of Notes. Consequently prospective investors should take into consideration the due performance of the Issuer and the other parties to the Transaction Documents in respect not only of the Series of Notes in which an investment may be made thereby but also in respect of all Series of Notes in issue and all Funding Loan Agreement(s) under which amounts are outstanding.

A Funding Loan Agreement may contain events of acceleration or early redemption which do not constitute Trigger Events, if this is in accordance with the Intercreditor Agreement and the Rating Agencies confirm that these events would not negatively impact the then current ratings of the Notes.

Following the service of a Trigger Notice, all Notes will rank pari passu and rateably without any preference or priority among themselves, irrespective of their Series, and pari passu and rateably without any preference or priority with amounts due under the Funding Loans.

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Cross-collateralisation

Notes of each Series issued from time to time under the Programme and Funding Loans granted from time to time will be collateralised by the Issuer's Transaction Rights. Any monies deriving from the Issuer's Transaction Rights are segregated for the benefit of the Noteholders of all Series and all Funding Lenders, irrespective of the Issue Date of the relevant Series of Notes or the date of the relevant Funding Loan Agreement and of the date of the constitution of the relevant part of the Issuer's Transaction Rights by the Issuer. No Series of Notes and no Funding Loan will benefit from any particular part of the Issuer Available Funds unless a specific reserve is established (i) upon the issue of such Series of Notes and specified in the relevant Pricing Supplement as being available to the holders of such Series of Notes only, or (ii) upon the entering into of such Funding Loan Agreement and specified therein as being available to such Funding Lenders only.

Limited rights of individual Noteholders

The protection and exercise of the Noteholders' rights against the Issuer and the security under the Notes is one of the duties of the Representative of the Noteholders. The Conditions limit the ability of individual Noteholders to commence proceedings against the Issuer by conferring on the relevant Meeting of Noteholders the power to resolve on the ability of any Noteholder to commence any such individual actions.

Enforcement of the Security

Upon the occurrence of a Trigger Event under the Notes and the consequent acceleration under the Credit Facility Agreement, no mechanism exists (i) to oblige the State Contribution Provider to pay the State Contribution payable pursuant to Article 75 for the entire amount due under the Credit Facility Agreement prior to the first Facility Payment Date following the next Second Loan Calculation Date (each as defined herein), or (ii) to accelerate the payment of the Gross TACs.

The Intercreditor Agreement will contain provisions which will entitle the Representative of the Noteholders to direct the Issuer to sell, if and to the extent permitted by applicable law, the Issuer's Transaction Rights following the service of a Trigger Notice which relates to the Trigger Events at Condition 15(iv)(Insolvency of the Issuer) or Condition 15(v)(Winding up of the Issuer). It should be noted, however, that there is no certainty as to whether by law at such time the Issuer or the Representative of the Noteholders will be entitled to sell the Issuer's Transaction Rights, in particular, the rights vis-à-vis the State Contribution Provider for payment of the State Contribution. It is possible that notwithstanding such Trigger Event, it may be determined by the Representative of the Noteholders that the most effective course of action will be not to exercise such right but instead to await receipt of the Gross TACs and the State Contribution on each of the remaining dates on which such sums are due.

Even if it were determined that the most effective course of action was the exercise of the power of sale contained in the Intercreditor Agreement, the Representative of the Noteholders may nevertheless be unable to identify a purchaser for the Issuer's Transaction Rights also in consideration of the fact that, upon a sale the State Contribution Provider may no longer be obliged to pay the State Contribution. In this event, the Noteholders' only available course of

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action would be to await receipt of the Gross TACs and the State Contribution on each of the remaining dates on which such sums are due.

Further, there can be no assurance that, if the Representative of the Noteholders was able to dispose of the Issuer's Transaction Rights, the proceeds of such enforcement would be sufficient to repay the Noteholders in full and to satisfy the obligations ranking in priority thereto.

Relationship between Noteholders and Funding Lenders

Following enforcement of the security upon the service of a Trigger Notice, all interest, principal and other amounts due to the Noteholders and the Funding Lenders will be paid to them pro rata to the Principal Amount Outstanding irrespective of which Series of Notes they hold or Funding Loan Agreement that amounts have been lent under. Circumstances could potentially arise in which the interests of the holders of the different Series of Notes and Funding Lenders of the different Funding Loan Agreements could differ.

The Intercreditor Agreement will provide that the Representative of the Noteholders will at all times have regard to all Notes as a single series and to all Funding Lenders as lenders under a single Funding Loan Agreement. Furthermore the Representative of the Noteholders shall have regard to the interests of the Noteholders and the Funding Lenders as a whole and in no circumstances shall be bound to have regard only to the interests of the Noteholders or of the Funding Lenders.

Any directions given to the Representative of the Noteholders by the Noteholders shall be given by the requisite number of Noteholders without differentiating between the Notes of different Series. Except in the case of an Extraordinary Resolution which in the opinion of the Representative of the Noteholders affects the interests of the Noteholders of different Series and gives or may give rise to a conflict of interest between the Noteholders of different Series, any matter to be considered by or resolved at any meeting of the Noteholders will not be required to be passed at separate meetings of the Noteholders of different Series and at any meeting of the Noteholders the same voting rights will attach to all Notes. The Representative of the Noteholders will not be required to consider the consequences of any action taken or refrained from being taken by it on any single Series of Notes.

Unless, in the sole opinion of the Representative of the Noteholders, an Extraordinary Resolution of the Noteholders affects only the interests of the Noteholders or instructions received from the Funding Lenders affect only the Funding Loan Agreement to which such Funding Lenders are party, the Representative of the Noteholders shall not be bound to give effect to such Extraordinary Resolution of the Noteholders or instructions of the Funding Lenders (even if passed by the requisite majority thereof) unless the Representative of the Noteholders receives the requisite approval therefor from all the Funding Lenders and the Noteholders in accordance with the Intercreditor Agreement.

Suitability

Structured securities, such as the Notes, are sophisticated instruments, which can involve a significant degree of risk. Prospective investors in Notes of any Series should ensure that they understand the nature of the Notes and the extent of their exposure to the relevant risk.

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Such prospective investors should also ensure that they have sufficient knowledge, experience and access to professional advice to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Notes and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition.

Absence of secondary market for the Notes

Although application has been made to list the Notes to be issued by the Issuer under the Programme on the Luxembourg Stock Exchange in accordance with the rules thereof, there is currently no market for such Notes. The Programme also permits Notes to be issued on an unlisted basis or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer and the relevant Dealers.

There can be no assurance that a secondary market for any of the Notes will develop or, if a secondary market does develop, that it will provide the holders of the Notes with liquidity of investments or that it will continue for the life of such Notes. Consequently, any purchaser of Notes must be prepared to hold such Notes until the Final Maturity Date of such Notes or final redemption or cancellation of such Notes.

Ratings

It is expected that the Notes, when issued, will be assigned an "AA" rating by Fitch Ratings, an "Aa2" rating by Moody's and an "AA" rating by S&P. Such ratings refle ct the timely payment of interest and scheduled principal on the Notes, which in itself will be dependent on inter alia the timely receipt from the State Contribution Provider of the State Contribution due in respect of the Credit Facility Agreement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation, and each security rating should be evaluated independently of any other rating.

Law Decree No. 63 and Article 75

Law Decree No. 63 and Article 75 (as implemented by the Implementation Decree) were only enacted recently in Italy. As at the date of this Offering Circular, no previous transactions have been carried out in reliance on Law Decree No. 63 or Article 75 (as implemented by the Implementation Decree) and no interpretation of the application thereof has been issued by any Italian court authority. Consequently, it is possible that such authority may in the future pass a judgment involving Law Decree No. 63 or Article 75 (as implemented by the Implementation Decree), the impact of which cannot be predicted by the Issuer as at the date of this Offering Circular.

Italian usury law

Italian law No. 108 of 7 March 1996 (the "Usury Law") introduced legislation preventing lenders from applying interest rates equal to or higher than rates (the "Usury Rates") set every three months on the basis of a decree issued by the Italian Treasury (the last such decree having been issued on 19 September 2003).

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Law Decree No. 394 of 29 December 2000 (the "Usury Law Decree"), converted into Law No. 24 by the Italian Parliament on 28 February 2001, provides inter alia that interest is to be deemed usurious only if the interest rate agreed by the parties exceeds the Usury Rate applicable at the time the relevant agreement is reached.

Prospective Noteholders should note that whilst the parties to the Credit Facility Agreement have agreed that the rate of interest applicable to any Project Loan Tranche shall not exceed the maximum rate permitted by Usury Law, the ability of the Issuer to maintain scheduled payments of interest and principal on the Notes may be adversely affected as a result of a Project Loan Tranche being found to be in contravention with the Usury Law, thus obliging the Issuer in the future to accept a reduced rate of interest, or potentially no interest, payable on such Project Loan Tranche.

Tax treatment of the Issuer and the Issuer's Transaction Rights

The Issuer is a società per azioni and as such, under the tax regime applicable at the date of this Offering Circular, is in principle subject to (i) corporate income tax (currently IRES) at the applicable rate according to ordinary rules (the current ordinary rate of IRPEG being 33 per cent. for the tax year in course on 1 January 2004) and (ii) regional tax on productive activities (IRAP) at the relevant applicable rate.

According to Article 8, paragraph 10, of Law Decree No. 63, the segregated assets (patrimoni separati) established by the Issuer are not subject to income tax and regional tax on productive activities (IRAP). Furthermore, transfers to the Issuer, issues of bonds, collections of funds, granting of financing and derivative transactions undertaken by the Issuer, together with any provision, act, contract, transfer, service and formality connected to such operations, their execution, amendment and termination, to any guarantees and any subrogation, substitution, postponement, splitting and cancellation thereof (even partial), are exempted from registration tax, stamp duty, cadastral and mortgage taxes and from any other indirect taxes.

Transfers of immovable property to the Issuer and lease contracts in favour of Italian State administrations, territorial public entities and other public bodies are excluded from value added tax.

Interest accrued on bank accounts opened by the Issuer are not subject to the withholding tax provided for by Article 26, paragraphs 2 and 3, of Italian Presidential Decree No. 600 of 29 September 1973.

At the date of this Offering Circular, no interpretation, clarification, regulations, circulars or generally binding rules have been issued by any Italian tax or other authority in relation to Law Decree No. 63. It is possible that the MEF or other competent authority may issue regulations, circular letters, interpretations, clarifications or generally binding rules relating to Law Decree No. 63 which might impact on the tax position of the Issuer and the segregated assets.

Withholding tax under the Transaction Documents

In the event that withholding tax is imposed in respect of payments of amounts due to the Issuer pursuant to any of the Transaction Documents, unless expressly otherwise specified

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within such Transaction Documents, no person is obliged to gross up or otherwise compensate the Issuer for the lesser amounts the Issuer will receive as a result of the imposition of withholding tax. In such case, if such withholding were to occur, the Issuer might not have sufficient funds to continue to meet its obligations including under the Notes.

European withholding tax directive

On 3 June 2003, the EU Council of Economic and Finance Ministers ("ECOFIN") adopted a new directive regarding the taxation of savings income. The directive is scheduled to be applied by Member States from 1 January 2005, provided that certain non-EU countries adopt similar measures from the same date. Under the directive each Member State will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments deducting tax at rates rising over time to 35 per cent. The transitional period is to commence on the date from which the directive is to be applied by Member States and to terminate at the end of the first fiscal year following agreement by certa in non-EU countries to the exchange of information relating to such payments.

State aid

The grant of a public contribution by a Member State of the European Union to an undertaking may, in certain circumstances, constitute a State aid which may be declared incompatible with the common market of the European Union.

In general terms, a State contribution constitutes a State aid if it distorts, or threatens to distort competition by favouring certain undertakings or the production of certain categories of goods or services over others, insofar as it affects trade between Member States. There are certain derogations to the restrictions against the provisions of a State aid, for example, in connection with aid for the purposes of realising an important project of common European interest or aid for the development of certain areas or economic activities.

A State aid measure must be notified to the European Commission in order to allow the European Commission to examine it and may not be implemented before a final decision of the European Commission. Any State aid measure implemented before a final decision is illegal.

The Issuer has concluded, on the basis of a legal analysis, that the public contributions of Article 75 do not constitute State aid for the Borrowers or the Issuer. Such analysis relies upon an evaluation of the European Union law and policy based on various legislative documents and policy declarations originating from the Council of the European Union and the European Commission and the European Union directives in the railway sector (in particular, directive 91/440/EEC), as well as the White Paper entitled “Strategy for revitalising the Community Railways”. On this basis it would appear that the provision and management of railway infrastructure is not an activity open to competition, and that, consequently, the public funding of infrastructure should not constitute State aid because it does not affect an activity which is open to competition. Rather, such funding should be

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considered as indirectly enhancing competition as it is destined to improve essential facilities (such as the Italian railway network), which improvement increases competition in the provision of rail transport services.

This analysis is further supported by previous decisions of the European Commission as summarised in its report on Competition Policy, in particular concerning public funding of the Verona-Brennero Line, public funding of railway infrastructure in Tirolo and State financing of the Channel Tunnel Rail Link and of the Belgian part of the rail network Paris-London.

On the basis of the above mentioned analysis, it is not proposed that the State contributions pursuant to Article 75 be notified to the European Commission prior to their implementation.

Notwithstanding the above, it is not possible to exclude the risk that, in the absence of notification, the European Commission may, at any time, begin proceedings against the Italian Republic on the basis that the State Contribution constitutes an unlawful State aid. If the European Commission finds that the contribution amounted to State aid, it could order the Borrowers or the Issuer to pay back the financial benefits it has obtained. In addition, it is not possible to exclude the risk that any person who has an interest in the matter could commence proceedings before the Italian Courts to require the Borrowers or the Issuer to pay back the financial benefits obtained, or to obtain a declaration from the Court that the contributions constitute an unlawful State aid and are not enforceable. If the State Contributions were found to be not enforceable, the Issuer would be entitled to accelerate the Credit Facility Agreement, which, in turn, would constitute a Trigger Event under the Notes.

Change of law

The structure of the Programme and inter alia the issue of the Notes and the ratings assigned to the Notes are based on Italian law, tax and administrative practice in effect at the date of this Offering Circular (including but not limited to Article 75 (as implemented by the Implementation Decree) and Law Decree No. 63), and having due regard to the expected tax treatment of all relevant entities under such law and practice. No assurance can be given that Italian law, tax or administrative practice or its interpretation will not change after the Issue Date of any Series of Notes or that such change will not adversely impact the structure of the Programme and the treatment of the Notes. In particular, prospective investors should note the provisions of Law No. 80 of 7 April 2003 for the reform of the Italian tax system which delegates the Italian Government, inter alia, to issue, within two years of the entering into force of such law, legislative decrees introducing a general reform of the Italian tax treatment of financial income, that may impact on the current tax regime of the Notes, as summarised in "Taxation in the Republic of Italy".

Claims of other creditors of the Issuer

Amounts derived from the Issuer's Transaction Rights will not be available to any creditors of the Issuer other than in connection with the Transaction. Under Italian law, any other creditor of the Issuer would be able to commence proceedings against the Issuer in respect of any unpaid debt. Under the Conditions, the Issuer will make certain undertakings to the Noteholders and, under its constitutive documents, the Issuer is restricted with respect to the activities which it may carry out, however, there can be no assurance that no claims will be

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brought against the Issuer in respect of unpaid debts or that unsecured creditors thereof will not try to attach the Issuer's Transaction Rights.

The Issuer believes that the risks described above are the principal risks inherent in the holding of Notes issued under Programme for holders of the Notes of any Series but the inability of the Issuer to pay interest or repay principal on the Notes of any Series may occur for other reasons and the Issuer does not represent that the above statements of the risks of holding Notes are exhaustive. While the various structural elements described in this Offering Circular are intended to lessen some of these risks for holders of Notes of any Series, there can be no assurance that these measures will be sufficient or effective to ensure payment to the holders of Notes of any Series of interest or principal on such Notes on a timely basis or at all.

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THE PROJECT

1. Overview of the Project

Pursuant to the RFI Concession (see "The Project - The RFI Concession"), RFI has the concession for the design, construction and exploitation of the Italian high speed railway system until 2060. Pursuant to the TAV Convention (see "The Project - The TAV Convention"), the role of TAV is to design and construct certain Segments and Junctions (as defined below)) of the Italian high speed railway system upon appointment by RFI. The section of the Italian high speed railway infrastructure the construction of which is to be financed pursuant to the Programme is the new AV/AC (high speed/high capacity) link between Turin, Milan and Naples (the "To-Mi-Na Line"). The total capital value of this line is estimated at approximately €30 billion (excluding interest accrued during the construction phase) and the main part of the To-Mi-Na Line is expected to be operational in 2008/2009. As at 1 January 2003, approximately €10 billion had been already spent in funding the construction, which have been funded through equity (as to approximately €5 billion) and debt raised under TAV's former financing regime (see "Description of the Borrowers - Treno Alta Velocità T.A.V. - S.p.A. - The Existing Indebtedness"). One Segment of the To-Mi-Na Line (namely the Florence to Rome line) is already operational as part of the conventional network and will be further upgraded as part of the Project.

The key features of the Project are:

(i) approximately 646 km of new tracks (of which approximately 143 km of tunnels and approximately 148 km of bridges);

(ii) approximately 264 km of upgrading works on the existing Florence to Rome Segment;

(iii) four new and one upgraded Segments; and

(iv) Connected environmental impact and social integration works.

The Project represents a key component of Europe's TENs priority projects (Trans European Network), as the To-Mi-Na Line will form a large section of two trans-European high speed rail lines: the Lisbon-Kiev line and the Palermo-Berlin line.

The Project is divided into the following segments (each, a "Segment") including junctions (each, a "Junction"):

Segments Junctions

Turin - Milan Turin

Milan - Bologna Milan

Bologna - Florence Bologna

Florence - Rome Florence

Rome - Naples Rome

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Naples

2. Operational phase of the Project

Project Revenues

The main revenue line for the Project is the income from Gross TACs, being the fees paid by train operators in exchange for use of the To-Mi-Na Line but which expression excludes, for the purpose of this description of the Project, any rentals from commercial real estate connected with the Project.

Revenues over the life of the Project are generated by multiplying the unitary Gross TACs by the train production, measured in terms of train/km as follows:

Total Gross TACs = passenger unitary Gross TACs X passenger train/km + freight unitary Gross TACs X freight train/km

The expected revenues (that is, the Forecasted Gross TACs) will be determined over the life of the Project by multiplying the unitary Gross TACs by the expected unitary train production, measured in terms of train/km.

On the basis of international comparisons and considering the sustainability for the industry, the levels of €12/train/km (for passenger) and €6/train/km (freight) (as for the 2001 prices) have been assumed in the financial model, which has been acknowledged by the Comitato interministeriale per la programmazione economica ("CIPE"). These numbers represent average unitary Gross TACs and consist of payments for the use of both Segments and Junctions. The 2:1 ratio between passenger and freight Gross TACs was determined by RFI in view of the reduced ability of freight operators to afford higher Gross TACs as result of strong competition from the road haulage industry.

The level of unitary Gross TACs will be linked to inflation, increased by planned inflation (inflazione programmata) each year over the life of the Project.

The process to determine the final level of unitary Gross TACs for the whole network is as follows pursuant to Decree No. 188 of 8 July 2003 ("Decree No. 188"):

(i) A committee within RFI defines the current formulae in order to calculate the Gross TACs levels;

(ii) The Ministry of Infrastructure and Transport will receive the calculation prepared by RFI and submit it to the CIPE;

(iii) The CIPE will approve the calculation including the unitary level of Gross TACs;

(iv) The Ministry of Infrastructure and Transport will issue a decree implementing the CIPE pronouncement;

(v) The unitary Gross TACs will be published in the Prospetto Informativo della Rete.

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Station Rentals

An ancillary source of commercial revenues is the exploitation of rental space in the new station of Naples Afragola and in the high speed railway system section of the stations of Bologna and Florence.

Additional State contributions

As with the conventional railway network, the Republic of Italy is expected to support the Project in relation to the financing of the ordinary and extraordinary maintenance of the infrastructure through specific contributions.

Project Costs

In addition to costs and expenses related to the Credit Facility Agreement, the main operating costs of the Project are (i) the depreciation of the infrastructure; and (ii) the costs for maintenance, labour and general expenses.

Investments Budgeting

RFI and TAV adopt the following budgeting process for investment in the Project.

Budgets are calculated on a monthly basis for the next following year and then annually for the next four years. Updates to the budget are carried out quarterly in March, June, September and December of each year. The budgets are broken down for each Segment or Junction.

The yearly process of the budget review for construction and operating costs and other third party costs involves the drafting of the proposed budget to be approved by each of TAV and RFI and which is also submitted for approval by the Group Holding Company for strategic group coherence purposes.

Construction Cost Estimates

Construction cost estimates are prepared by TAV and, other than the sub-Segment of Milan-Novara (part of the Turin-Milan Segment), have been already contracted with GCs, and relevant authorisations have been obtained: cost estimates are subject to change in the following limited circumstances: (i) new geological and archaeological findings; (ii) modifications to urban planning; (iii) functional modifications to the system; (iv) consumer price index; (v) force majeure and other mandatory modifications enforced according to new laws, regulations or prescriptions of public authorities; and (vi) the outcome of the negotiations with GCs for the sub Segment Milan-Novara.

Contingencies

The budget includes a set amount for contingencies. The current allotment is approximately 3.5 per cent. of the total construction cost estimates and is subject to annual review. This provision covers for risks for increase of construction costs already foreseen, even if not yet quantified or contracted.

Individual track information

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Total Investment Cost (all figures are in millions of Euro)

Total

Turin - Milan 7,029 Milan - Bologna 6,435 Bologna-Florence 5,205 Florence - Rome 442 Rome - Naples 5,207 Turin 129 Milan 73 Bologna 1,200 Florence 1,490 Rome 700 Naples 390 Contingencies 1,002 Total To-Mi-Na Line

29,302

(*) Capitalised costs 258 Total System To-Mi-Na

(*) 29,560

(*) Total costs estimation subject to accuracy margin

3. Regulatory framework for the high speed railway system and summary of documents related to the Project

Decree No. 277

The Republic of Italy implemented EU Directive EC No. 91/440 in relation to the development of European Community railways by adopting Italian Presidential Decree No. 277 of 18 July 1998 ("Decree No. 277"). Decree No. 277 provides for the separation of the management of the infrastructure of the railways from the transport services and states that foreign transport companies must have access to the Italian railway infrastructure.

Decree No. 188 of 8 July 2003

The Republic of Italy implemented EU Directives 2001/12/EC, 2001/13/EC and 2001/14/EC by adopting Decree No. 188 of 8 July 2003 ("Decree No. 188"), which replaced Decree No. 277.

Decree No. 188 provides, inter alia, that RFI shall:

(a) be responsible for the maintenance, renovation and control of security and safety of the railway infrastructure; and

(b) determine and collect the access charges for the use of the railway infrastructure from railway transport companies.

Decree No. 188 sets out the procedures and rules that RFI, in its capacity as manager of the infrastructure, must follow in allocating the infrastructure capacity to railway transport companies and providing the services ancillary to the use of the infrastructure.

According to Decree No. 188, a concession and a Contratto di Programma must set out the terms and conditions of the relationship between the Republic of Italy and RFI with respect to

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the financing for, inter alia, the investments relating to the ordinary and the extraordinary maintenance of the network as well as any development plan.

The RFI Concession

On October 2000, the Italian Ministry of Transport and Navigation, now the Ministry of Infrastructure and Transport, granted the RFI Concession to the Former FS (now RFI), which replaced the earlier concessions. In compliance with Decree No. 277, the RFI Concession provides that:

(a) RFI is responsible for the planning, developing, constructing, managing and maintaining of the Italian railway network (transport services are excluded), and

(b) RFI may continue its contractual relationship with TAV (the TAV Convention) in order to construct the Italian high speed railway system.

The RFI Concession also provides that the MIT has the right to supervise RFI, and sets out the rules for its revocation by the MIT, which also apply to the high speed/high capacity railway system. Accordingly, in the event of any material and continuing breach by RFI of its obligations under the RFI Concession, the MIT may terminate the RFI Concession and RFI shall keep the MIT indemnified from any damage resulting from such breach and take all the necessary steps so as to continue to provide the railway services for a period of not less than 36 months, further to receipt by it of reimbursements of expenses and the track access charges.

The Contratto di Programma

Pursuant to Decree No. 188 and the RFI Concession, the MIT and RFI must set out their respective obligations arising under the RFI Concession and the terms of the financing for, inter alia, the investments relating to the ordinary and the extraordinary maintenance of the railway network and its development, in a Contratto di Programma.

Each Contratto di Programma lasts for a minimum of three years (previously five years under Decree No. 277), and may be subject to annual adjustment or renewal upon the request of RFI or the MIT.

The Contratto di Programma currently in force (entered into for the period 2001-2005) regulates, inter alia, the financing for:

(a) the ordinary maintenance by RFI for railway infrastructure safety;

(b) the extraordinary maintenance by RFI for the development and upgrading of the railway infrastructure; and

(c) the construction of the high speed/high capacity system.

As a general financing rule, the Ministry of Economy and Finance ("MEF") usually contributes funds of the financial needs for the investments under the Contratto di Programma to FS by increasing its share capital, and that FS (which is not a party to the Contratto di Programma) shall transfer such funds, by the same means, to RFI. The MEF shall pay certain public contributions for operating expenses (contributi pubblici in conto esercizio) and indemnities to RFI.

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In relation to the procedure for the approval of the financing for the construction of the high speed/high capacity railway system, the Contratto di Programma provides that:

(i) in order for the Republic of Italy to be able to provide the funds for the financing, RFI is responsible, inter alia, for periodically updating the investment plan (Piano di Priorità degli Investimenti- PPI- the "Priorities Investment Plan") to be prepared pursuant to the Contratto di Programma, and submitting such updated Priorities Investment Plan to the MIT and the MEF;

(ii) the MIT, together with the MEF, and subject to proper fund provisioning in the relevant State budget law, resolves upon the intervention of the Republic of Italy in the financing of the costs for the construction works specified in the Priorities Investment Plan; and

(iii) the updated Priorities Investment Plan is then submitted for approval to the CIPE.

The Contratto di Programma also provides that the Republic of Italy shall pay in full, throughout the construction period and until the beginning of economic use thereof (including any period of pre exploitation (pre esercizio) of no less than 12 months prior to such use), the pre-amortisation interest (interessi intercalari) accrued on the indebtedness incurred for the completion of the To-Mi-Na Line.

In order to comply with the new financing regime of Article 75, the Republic of Italy and RFI will sign an addendum to the Contratto di Programma.

The TAV Convention

In order to comply with the new financing regime of Article 75 and new legal framework, RFI and TAV have entered into the TAV Convention on 9 December 2003, which amended and restated the original convention entered into in 1991.

The TAV Convention provides, inter alia, that:

(i) TAV shall be responsible for building the high speed junctions (nodi) of Bologna, Rome and Naples, and the high speed segments (tratte) of Turin-Milan, Milan-Bologna, Bologna-Florence, Rome-Naples, Milan-Genoa, Milan-Verona and Verona-Padua;

(ii) RFI shall be directly responsible for constructing the junctions of Verona, Genoa, Turin, Milan, Florence, and updating the existing Florence-Rome Segment; and

(iii) at the end of the construction of each junction or segment listed under (i) above, TAV will transfer the ownership of such junction or segment (or any portion thereof which is capable of being the subject of an autonomous economic exploitation) to RFI; and

(iv) exploitation of all junctions (nodi) and segments (tratte) is made only by RFI (in its capacity as railway infrastructure manager).

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DESCRIPTION OF THE BORROWERS

Rete Ferroviaria Italiana S.p.A.

Introduction

Rete Ferroviaria Italiana S.p.A. ("RFI"), is responsible for the planning, construction, management and maintenance of the Italian rail network, as well as the management of the safety of the railways.

RFI was incorporated in the Republic of Italy as a private joint stock company and is registered with the Chamber of Commerce of Rome, Fiscal Code No. 01585570581. Its registered office is at Piazza della Croce Rossa 1, 00161 Rome, Italy.

RFI's issued and fully paid up ordinary share capital as at 14 January 2004, was equal to Euro 26,756,202,833, wholly owned by Ferrovie dello Stato S.p.A ("FS"), the holding company of the Ferrovie dello Stato group (the "FS Group").

RFI is in the process of completing the formalities under Article 2362 of the Italian Civil Code in order to obtain the limitation of the liability of the sole shareholder in accordance with the provisions of Article 2325 of the Italian Civil Code.

Business Activities

The principal role of RFI is to manage the railway infrastructure pursuant to the provisions set out by the RFI Concession and on the basis of the Contratto di Programma regulating the relationship between RFI and the Republic of Italy.

RFI holds a 60 year exclusive concession (the "RFI Concession") granted in October 2000 by a decree of the Ministry of Transport and Navigation, now the Ministry of Infrastructure and Transport ("MIT"), for the planning, development, construction, management and maintenance of the Italian railway network (other than the transport services) and the high speed/high capacity system (as further set out in "The Project - Regulatory framework for the high speed railway system and summary of documents relating to the Project "). The RFI Concession sets out, inter alia, the rules for its revocation by the MIT.

Further to the RFI Concession, RFI has performed the following activities:

(i) maintaining, upgrading and modernising the railway network; developing railway facilities and lines and integrating them into the European railway networks;

(ii) maintaining and regulating rail traffic in order to guarantee security and safety and drawing up the timetable for the national railway network;

(iii) selling track access and collecting track access charges;

(iv) issuing the safety certification necessary for transport companies to access the rail infrastructure; and

(v) publishing a new version of the Network Statement (Prospetto Informativo della Rete- PIR) which regulates the relationship between the railway companies.

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In addition, RFI is entrusted with the tasks for which a railway infrastructure manager is responsible, pursuant to the relevant EU directives and national regulations.

RFI, as owner and manager of the railway network, sells track capacity to railway transport companies which hold a licence granted by the MIT (as at 31 December 2002, there were 27 companies having obtained such licence). In 2002, 98.5 per cent. of the track access charges revenues of RFI came from the charges paid by Trenitalia S.p.A. (the rail transport company of the FS Group). The main components of the total revenues of RFI as in the profit and loss statement (conto economico) relating to 2002 are: transfers from the Republic of Italy, the abovementioned track access charges, and the use of a particular provision (relating to long term liabilities) to cover the depreciation of the traditional network costs.

The railway infrastructure

As of 30 June 2003, RFI managed 15,948 km of railway lines - two-thirds of which are electrified - 6,265 km of which are double track, with approximately 2,700 railway stations and stops with passenger services, 1,260 km of tunnels and 530 km of bridges and viaducts, 8,500 km of power lines and 375 power stations.

Approximately 9,000 km of railway lines are utilised for national traffic, both of passengers and freight. The remaining part, slightly below 7,000 km, is mainly utilised by local traffic.

RFI operates around 10,000 trains a day, of which around 580 are for medium and long distance journeys (on average 475 km), around 7,800 services are regional and inter-regional journeys (on average 75 km) and 1,600 are freight services (on average 215 km). Peak travel takes place on Fridays, where over 10,200 trains operate, whilst off-peak travel takes place on Sundays when around 5,000 trains operate.

Recent Events

On 24 September 2002, RailNetEurope (RNE) was established. RFI entered into a cooperation agreement with railway infrastructure managers from 16 European countries, to adopt measures to boost the development of international rail traffic aimed at facilitating the access for foreign transport companies to the national railway network.

As of 6 December 2002, the Ministry of Communication granted RFI a licence for the operation of the GSM-R (Global System Mobile-Railway) services, which allows RFI to manage its own GSM-R network and, amongst others, to enter into roaming agreements.

As 31 December 2002, four new rail companies, other than Trenitalia S.p.A., were providing their rail transport services on the RFI railway network.

On 28 October 2003, RFI demerged part of its real estate assets business not relevant to the railway activities to be carried out under the RFI Concession, into a newly incorporated company, "Ferrovie Real Estate S.p.A.".

Management, Control and Employees

The current members of the board of directors are as follows:

Chairman................Giorgio Bernini CEO......................Mauro Moretti

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Director…………………Vincenzo Soprano Director…………………Dario Lo Bosco Director…………………Gabriele Spazzadeschi

The current members of the Board of statutory auditors are as follows:

Chairman................Giancarlo Settimi Auditor...................Serafino Gatti Auditor...................Santo Rosace Substitute Auditor ......Francesco Billotti Substitute Auditor ......Ugo La Cava

As at 31 December 2002, RFI had 36,754 employees.

Litigation

RFI is not involved in any litigation, arbitration or administrative proceedings pending before any court, arbitral body or agency, which (to the best of its knowledge and belief) could reasonably be expected to have a material adverse effect on: (i) the ability of RFI to perform its material obligations under the Transaction Documents to which it is a party; or (ii) the validity or the enforceability of the Transaction Documents to which it is a party.

Selected Financial Information

The table below sets out selected financial highlights of RFI for the financial years from 2001 to 2002:

RFI Income Statements

As of 31 December

2001 2002

(in millions of Euro)

Operating Revenue and income Capitalised in-house work 432 383State contributions 1,502 1,466Other revenue and income 1,032 1,063

Total revenue and income 2,966 2,912 Operating costs and expenses Purchases of goods and services 1,130 1,083Changes in inventories 44 43

Labour 1,661 1,498Other operating expenses 23 25 Total operating costs and expenses 2,858 2,648

Gross operating profit 108 264

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Depreciation, amortisation and write-downs (1,088) (1,823)Impairment of current assets 0 (9)Accruals to the provisions for liabilities and charges (89) (265)

Net other income/expenses 7 31Provisions for liabilities and charges utilization 1,036 1,823 Operating Result (26) 21

Net financial income 8 13Net extraordinary income 101 14 Pre-tax income (loss) 83 47

Income taxes for the year (85) (45) Net income (loss) for the year (2) 2

RFI Balance Sheet

As of 31 December 2001 2002 (in thousands of Euro)

Assets Investments: Intangible fixed assets 539,064 454,530 Tangible fixed assets 34,920,751 52,881,262

Financial receivables 4,323,063 5,458,442 Total investments 39,782,878 58,794,234

Inventories 254,206 196,451 Financial receivables - - Trade receivables 1,416,689 1,152,459 Other receivables 1,808,053 1,842,583 Liquid funds 1,014,424 1,338,274

Total working capital 4,493,372 4,529,767 Prepayments and accrued income 125 625

Total assets 44,276,375 63,324,626

Liabilities Financial payables 113,126 140,181

Trade payables 1,073,183 1,097,443

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Other liabilities 23,075,950 36,990,387 Accrued expenses and deferred income 476,158 513,886

Total liabilities 24,738,417 38,741,897 Net Equity Capital stock 20,338,110 23,693,367 Reserves 1,687,505

Net income (loss) for the year (2,170) 2,010 Retained loss (797,983) (800,153) - - Total net equity 19,537,957 24,582,729

Total liabilities and net equity 44,276,375 63,324,626


The financial institutions listed below have been granted guarantees by RFI, in relation to the medium and long term loans granted by them to TAV are as follows:

Name of the financial institution

Original amount due under the loan


Amount outstanding

under the loan (in millions of

Euro)

Payment dates

Final Maturity

of the loan

European Investment Bank 361.5 361.5 Mar/Sept 31/03/23 European Investment Bank 258.2 258.2 Jan/Jul 20/07/23 European Investment Bank 1,000.0 1,000.0 Mar/Jun/

Sept/Dec 15/03/24

European Investment Bank 500.0 500.0 Jun/Dec 15/12/30 European Investment Bank 32.0 32.0 Jun/Dec 15/12/25 Merrill Lynch International 1,000.0 1,000.0 Jan/April/

Jul/Oct 18/01/26

Cassa Depositi e Prestiti 232.4 218.8 Jun/Dec 31/12/21 Westdeutsche Landesbank Girozentrale

250.0 250.0 Jun/Dec 19/04/09

Banca OPI S.p.A. 500.0 500.0 Mar/Sept 18/09/09 European Investment Bank 200.0 200.0 Jun/Dec 15/06/32 Cassa Depositi e Prestiti 250.0 250.0 Jun/Dec 31/12/23 Westdeutsche Landesbank Girozentrale

250.0 250.0 Aug/Feb 14/02/12

Dexia Crediop S.p.A. 350.0 350.0 Jun/Dec 15/05/12 European Investment Bank 300.0 300.0 Mar/Jun

Sept/Dec 15/12/32

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In connection with some of the above loans, in 2002 TAV entered into hedging arrangements with Credit Suisse First Boston International, JPMorgan Chase Bank, Morgan Stanley Capital Services Inc. and UBS Warburg AG.

Law No. 78 of 29 January 1994 states that the Ministry of Economy and Finance shall provide security (the "Guarantee") for the fulfilment of the obligations of the Former FS or of the companies deriving from its demerger (such as RFI) in respect of TAV in relation to the Project.

Pursuant to article 1273 et seq. of the Italian Civil Code, RFI has entered into with TAV external step-in agreements (accolli) in respect of the TAV's repayment obligations vis à vis the relevant lenders.

In order to formalise such step-in with TAV, RFI (or at that time the Former FS) irrevocably undertook pursuant to article 1273 et seq. of the Italian Civil Code, to assume such obligations and to pay directly to the relevant lenders any and all amounts due under the above loans, as the case may be, upon the occurrence of a payment default by the Borrower.

In accordance with the terms of the relevant step-in agreement: (i) TAV remains jointly and severally liable with RFI vis-à-vis the relevant lenders for the entire amount borrowed; and (ii) in the event, for any circumstance, RFI did not fulfil its payment obligations thereunder, the Republic of Italy would be liable for payment pursuant to Law 78/94.

Treno Alta Velocità - T.A.V. S.p.A.

History and structure

Treno Alta Velocità - T.A.V. S.p.A. ("TAV") was incorporated in the Republic of Italy as a private joint stock company in 1991 and registered with the Chamber of Commerce of Rome with number 77721991.

TAV's registered office is at Via Mantova 24, 00198 Rome, Italy.

TAV's corporate history can be summarised as follows:

(i) In 1991, Ferrovie dello Stato – Società di trasporti e servizi per azioni (the “Former FS”) incorporated TAV for the purpose of planning, building and exploiting the high speed system (now referred to as the high speed/high capacity railway system). At that time, the Former FS owned 40 per cent. of the share capital of TAV, while certain private investors owned the remaining 60 per cent..

(ii) In 1991, TAV and the Former FS entered into the original convention (originaria convenzione) setting out the terms and conditions of their relationship with respect to the planning, construction and revenues of the high speed/high capacity system.

(iii) In 1998, private investors sold 60 per cent. of their shares in TAV to the Former FS (now RFI) which became its sole shareholder.

(iv) In 2003, RFI and TAV restated and amended the terms of their relationship by entering into the TAV Convention (see "The Project").

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TAV's issued and fully paid up ordinary share capital as at 27 May 2003 was equal to Euro 5,228,072,934, wholly owned by RFI.

TAV is in the process of completing the formalities under Article 2362 of the Italian Civil Code in order to obtain the limitation of the liability of the sole shareholder in accordance with the provisions of Article 2325 of the Italian Civil Code.

Business Activities

TAV is the project company commissioned by the Former FS (now RFI) to plan and construct high speed rail lines along Italy's most important transport routes: Milan-Naples, Turin-Milan-Venice and Milan-Genoa.

TAV is responsible for the planning, design and construction of the Italian high speed/high capacity railway system. The relationship between RFI and TAV is governed by an original convention dated 24 September 1991, as amended and integrated from time to time and restated by a new convention dated 9 December 2003 (the "TAV Convention"), entered into in order to comply with the new legal framework (see "The Project - Regulatory framework for the high speed railway system and summary of documents relating to the Project ").

Pursuant to the TAV Convention, TAV plans, designs and constructs the high speed/high capacity railway system by using (i) the general contractors responsible for the segments ("GCs") appointed in 1991, and (ii) the contractors responsible for the junctions, which have been selected according to public tender procedures. Notwithstanding the appointment of the GCs and the selected contractors, TAV remains directly responsible vis-à-vis RFI in relation to all the obligations under the TAV Convention.

Management, Control and Employees


Chairman……………….Umberto Bertelé CEO……………………..Antonio Savini Nicci Director ………………..Elia Colabraro Director ………………..Alberto Rossetti Director ………………..Mauro Moretti Director ………………..Antonio Nottola Director ………………..Giorgio Picotti Director ………………..Gabriele Spazzadeschi Director ………………..Damiano Toselli Director ………………..Luigi Verde

The current members of the Board of statutory auditors are as follows:

Chairman................Piero Schinigoi Auditor...................Umberto Bertini Auditor...................Alessandro Braja Auditor...................Antonio Finotti Auditor...................Ennio Celio Luglio Substitute Auditor ......Gugliemo Marengo Substitute Auditor ......Stefano Villa

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As at 31 December 2002, TAV had 221 employees.

Selected Financial Information

The table below sets out selected financial highlights of TAV for the financial years from 2001 to 2002:

TAV Income Statements

As of 31 December

2001 2002 (in thousands of Euro) Operating Revenue and income Capitalised in-house work 5,248 4,002

Other revenue and income 437 167 Total revenue and income 5,685 4,169 Operating costs and expenses

Purchases of goods and services (13,367) (11,869)Labour (13,004) (12,348)Other operating expenses (323) (287) Gross operating profit (26,694) (24,504)

Depreciation, amortisation and write-downs (1,584) (1,590)Other provisions (258) 0 Operating result (22,851) (21,925)

Net financial income 22,825 27,308Net extraordinary income 26 (5,383) Pre-tax income (loss) 0 0

Income taxes for the year 0 0 Net income (loss) for the year 0 0

TAV Balance Sheets

As of 31 December 2001 2002 (in thousands of Euro)

Assets Investments: Intangible fixed assets 709 553 Tangible fixed assets: 8,122,114 10,697,353 Financial receivables 107 60

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Total investments 8,122,930 10,697,966

Financial receivables 29,399 67,972Other receivables 738,247 766,131Liquid funds 422 5,172

Total working capital 768,068 839,275

Prepayments and accrued income 364 152

Total assets 8,891,362 11,537,393

Liabilities

Financial payables 8,251,888 5,246,006Trade payables 392,701 804,077Other liabilities 6,516 12,198Accrued expenses and deferred income 25,073 42,989

Total liabilities 8,676,178 6,105,270 Net Equity Capital stock 206,584 5,228,073Reserves 8,600 8,600

Other - 195,450 Total net equity 215,184 5,432,123 Total liabilities and net equity 8,891,362 11,537,393


The financial institution listed below have granted medium and long term loans to TAV as follows:

Name of the financial institution

Original amount due under the loan


Amount outstanding

under the loan (in millions of

Euro)

Payment dates

Final Maturity

of the loan

European Investment Bank 361.5 361.5 Mar/Sept 31/03/23 European Investment Bank 258.2 258.2 Jan/Jul 20/07/23 European Investment Bank 1,000.0 1,000.0 Mar/Jun/

Sept/Dec 15/03/24

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European Investment Bank 500.0 500.0 Jun/Dec 15/12/30 European Investment Bank 32.0 32.0 Jun/Dec 15/12/25 Merrill Lynch International 1,000.0 1,000.0 Jan/April/

Jul/Oct 18/01/26

Cassa Depositi e Prestiti 232.4 218.8 Jun/Dec 31/12/21 Westdeutsche Landesbank Girozentrale

250.0 250.0 Jun/Dec 19/04/09

Banca OPI S.p.A. 500.0 500.0 Mar/Sept 18/09/09 European Investment Bank 200.0 200.0 Jun/Dec 15/06/32 Cassa Depositi e Prestiti 250.0 250.0 Jun/Dec 31/12/23 Westdeutsche Landesbank Girozentrale

250.0 250.0 Aug/Feb 14/02/12

Dexia Crediop S.p.A. 350.0 350.0 Jun/Dec 15/05/12 European Investment Bank 300.0 300.0 Mar/Jun

Sept/Dec 15/12/32

In connection with some of the above loans, in 2002 TAV entered into hedging arrangements with Credit Suisse First Boston International, JPMorgan Chase Bank, Morgan Stanley Capital Services Inc. and UBS Warburg AG.

Litigation

TAV is not involved in any litigation, arbitration or administrative proceedings pending before any court, arbitral body or agency, which (to the best of its knowledge and belief), could reasonably be expected to have a material adverse effect on: (i) the ability of TAV to perform its material obligations under the Transaction Documents; or (ii) the validity or the enforceability of the Transaction Documents.

It must however be pointed out that two arbitration proceedings have been brought against TAV by the GCs for the Milan-Genoa and Milan-Verona segments which are still pending. Such arbitration proceedings, which relate to segments that are not included in the Project, arise from the rejection by TAV of a claim for significant damages brought by the GCs as a consequence of the decision by TAV to terminate the relevant contracts pursuant to the provisions of article 131 of Law No. 388 dated 23 December 2000 (whereby TAV concessions relevant to Milan-Genoa, Milan-Verona and Verona-Venice were revoked and the relevant general contracting contracts terminated), which was repealed by Article 11 of Law No. 166 dated 1 August 2002, which stated "the continuation without interruption of the concessions granted to TAV by FS on 7 August 1991 and 16 March 1992, including subsequent amendments and integrations and the derived general contracting contracts entered into by TAV relevant to the works provided for under Article 2, point h) of Law No. 210 of 17 May 1985 (high speed railway system sections not included in the Project and following amendments".

TAV has claimed the total rejection of the GCs' requests as well as the refund of significant damages suffered by it. Any cost which might arise as a consequence of the outcome of the abovementioned arbitration proceedings not being entirely favourable to TAV will be covered by a provision of the TAV Convention.

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Recent Events

On 17 July 2002 the European Commission notified the Italian Government of the beginning of an infringement procedure (procedura d'infrazione) regarding Article 226 of the Treaty relevant to the Italian high speed railway system construction contracts, blaming the Italian Government for the implementation of the procedures for the selection of the GCs as set forth in the original concession between the Former FS and TAV. On 9 September 2002 the Italian Government replied rejecting the infringement procedure and requesting its closure. On 9 July 2003 the European Commission raised again objections (messa in mora) alleging that such provisions would infringe the principles set forth under articles 49 and 43 of the Treaty as regards the abovementioned procedure. On 14 November 2003 the MIT has newly rejected EU Commission objections, firmly confirmed the correctness of its own behaviour and claimed the closure of the procedure.

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DESCRIPTION OF THE REPUBLIC OF ITALY

The Republic of Italy acts as State Contribution Provider in the context of the Programme.

The State Contribution Provider is the issuer of a U.S.$40,000,000,000 debt instrument issuance programme listed on the Luxembourg Stock Exchange and last updated on 23 July 2003.

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DESCRIPTION OF THE GROUP HOLDING COMPANY

FS Group

Introduction

Ferrovie dello Stato S.p.A. ("FS") is the ultimate parent company of the Ferrovie dello Stato S.p.A. group (the "FS Group"). The sole shareholder of FS is the Republic of Italy through the Ministry of Economy and Finance ("MEF").

FS is primarily responsible for central management services such as business development and strategic planning, finance, administration and control, public relations and human resources.

FS is a company incorporated under Italian law, registered with the Chamber of Commerce of Rome with No. 06359501001 and with registered office at Piazza della Croce Rossa 1, 00161 Rome, Italy.

FS's total issued share capital, as of the date of this Offering Circular, is entirely held by the Republic of Italy.

FS is in the process of completing the formalities under Article 2362 of the Italian Civil Code in order to obtain the limitation of the liability of the sole shareholder in accordance with the provisions of Article 2325 of the Italian Civil Code.

History of the FS Group

The Former FS was created in 1992 further to the transformation of the public entity "Ente FS" into a limited liability company (società per azioni).

Between 1993 - 2001, the Former FS was responsible for both the management of the national railway infrastructure and the railway transport services for passengers and freight in Italy, pursuant to a 70-year concession granted in 1993 by the MIT.

Between 2000 and 2001, the Former FS implemented a comprehensive restructuring plan to comply with the provisions of Directive 91/440/EC, which provided for the separation of the management, ownership and maintenance of the railway infrastructure from the railway transport services:

The key steps of the corporate restructuring were as follows:

(i) in 2000, the Former FS incorporated Trenitalia S.p.A. as a wholly owned subsidiary and transferred its transport operation activities to it;

(ii) in October 2000, the MIT granted a new concession to the Former FS to operate the railway network;

(iii) in 2001, the Former FS demerged its corporate activities to a company that was then renamed "Ferrovie dello Stato S.p.A." (the present FS) which became the group holding company responsible for central management (see "Description of the Group Holding Company - FS Group Structure";

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(iv) after the above demerger, the Former FS became RFI, wholly owned by FS, which pursuant to the RFI Concession is responsible for the management of the Italian railway infrastructure.

The subsidiaries of FS are charged with different tasks and have a high degree of operating autonomy.

Management and Control


Chairman and CEO ....Giancarlo Cimoli Director..................Giulio Sapelli Director..................Franco Scoca Director..................Mario Sebastiani Director..................Roberto Ulissi The current members of the Board of statutory auditors of FS are as follows:

Chairman................Mario Vincenti Auditor...................Sergio Galimberti Auditor...................Santo Rosace Substitute Auditor ......Pietro Schinigoi Substitute Auditor ......Roberto Ferranti

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FS Group Structure

As at 31 October 2003, the FS Group was structured as follows:

FERCREDIT

FERSERVIZI

GRANDI STAZIONI

METROPARK

METROSCAI

GRANDI STAZIONI SERVIZI

GRANDI STAZIONI IMMOBILIARE

PASSAGGI

FS CARGO

TRENITALIA

EN.HYDRO

ARTESIA

HYDROITALIA TRE

AUTOSTRADA FERROVIARIA ALPINA

TAV.

ITALCERTIFER

SELF.

CISALPINO SVE RALL

L.F.T.

IMMOBILIARE FERROVIE

SERFER

OMNIALOGISTICA

ECOLOG

CARGO CHEMICAL

NORD EST TERMINAL

ITALCONTAINER

OMNIAEXPRESS

CARGO SI SIDEUROPA POL RAIL

METRONAPOLI

RFI

CENTOSTAZIONI

FS LAB

ITALFERR

MEDIE STAZIONI 2

SOGIN

FS REAL ESTATE

FERPORT NAPOLI

SITA

FERROVIE DELLO STATO S.P.A.

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Activities of the Group

The FS Group activities revolve around the core business of railway transportation and the relative infrastructure. Each activity undertaken within the FS Group, irrespective of its size, is complementary to the railway system.

The activities of the most important subsidiaries of the FS Group (other than RFI and TAV –see "Description of the Borrowers - Rete Ferroviaria Italiana S.p.A." and "Description of the Borrowers - Treno Alta Velocità T.A.V. - S.p.A.") can be summarised as follows:

Trenitalia S.p.A.: Trenitalia S.p.A. is a wholly owned subsidiary of FS, responsible for the full operation of railway transport. It is mainly responsible for overseeing the transport of passengers on medium and long distance journeys, intercity and regional transport and the transport of goods. As at 31 December 2002, Trenitalia S.p.A. had a staff of 57,989.

Italferr S.p.A.: Italferr S.p.A., is a wholly owned subsidiary of FS, responsible for carrying out infrastructural and technical works and for monitoring the implementation of the investments on the conventional railway network and on the high speed/high capacity railway system.

Ferservizi S.p.A.: Ferservizi S.p.A. (formerly known as Metropolis) ("Ferservizi") was set up to manage and enhance the value of the real estate assets not specifically used for the railway services. In 2002 Ferservizi acquired from FS the business unit Centro Servizi di Gruppo and extended its corporate object so as to include the provision of administrative and personnel support services and office management to FS. In January 2002, Ferservizi entered into an agreement with the Italian National Social Security Institute for Public Administration Employees (INPDAP) for the integrated management of certain real estate properties in the Lombardy Region.

Grandi Stazioni S.p.A.: Grandi Stazioni S.p.A. ("GS") is 60 per cent. owned by the FS Group and 40 per cent. owned by Eurostazioni S.p.A. (a joint venture of Benetton, Pirelli, Caltagirone and the SNCF groups) which manages the activities of GS. GS is responsible for the refurbishment and improvement of thirteen main Italian railway stations. The object of GS is to transform the large stations into spaces containing services and commercial activities, thereby contributing to the development of important urban areas.

Sogin S.r.l.: Sogin S.r.l. (through SITA S.p.A.) manages public road transport, namely the bus services that substitute/supplement the railway service, as well as offering guidance and consulting services to the FS Group.

Centostazioni S.p.A.: Centostazioni S.p.A. ("Centostazioni") was established in 2001 (formerly named "Medie Stazioni") and after the sale by FS of 40 per cent. of its share capital to Archimede 1, a privately owned company that manages the activities of Centostazioni, changed its name to Centostazioni. Centostazioni is responsible for the improvement and management of one hundred and three medium sized railway stations.

Ferrovie Real Estate S.p.A.: Ferrovie Real Estate S.p.A. was established on 31 October 2003 as a result of the demerger by RFI of part of its real estate assets business not relevant to the railway activities to be carried out under the RFI Concession.

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Fercredit S.p.A.: Fercredit S.p.A. offers financial services in order to develop the credit factoring portfolio on the captive market and to expand consumer credit operations for the FS Group employees.

Employees

As at 31 December 2002, the FS Group had 102,607 employees.

Quality and Safety

FS has achieved very high standards in quality and safety and it continues to be committed to the continuous improvement of quality and safety in respect to all the activities of the FS Group. In 2002, the subsidiaries of the FS Group were provided with their own safety plan based on strategic guidelines set out by FS. The safety index for 2002 measured in terms of “UIC typical accidents” per million train/km was 0.27, positioning the Italian network at the top ranking in Europe.

Investments

In 2002 the FS Group made investments of Euro 5,466 million, which was an increase of 16 per cent. from 2001. Euro 2,046 million have been invested in the conventional network, Euro 2,290 million have been invested in building the new high speed/high capacity railway system and Euro 1,058 million have been invested in improving train services and travel comfort. As a result of such investments, FS has been able to improve network efficiency, acquire and upgrade the rolling stock, develop and modernise technological aspects of the network and the rolling stock and upgrade the large railway stations.

Litigation

FS is not involved in any litigation, arbitration or administrative proceedings pending before any court, arbitral body or agency, which (to the best of its knowledge and belief) could reasonably be expected to have a material adverse effect in this context.

Recent Events

Pursuant to the resolution of Inter-Ministerial Committee for Economic Planning (Comitato Interministeriale per la Programmazione Economica - "CIPE") of 25 July 2003 and in order to bear the construction cost during the implementation of the Article 75 new financing regime, FS entered into a bridge loan agreement on 31 July 2003 with MCC S.p.A., Morgan Stanley Dean Witter Bank Ltd., Milan Branch, Morgan Stanley & Co. International Ltd., Morgan Stanley Dean Principal Funding Inc., UBS Ltd. and UBS (Luxembourg) S.A. for a maximum amount of Euro 3 billion. FS, in turn, transferred the bridge loan funds to TAV by way of an intra-group loan agreement, which provides, inter alia, that TAV shall reimburse the bridge loan funds as soon as the funds of the loan from Infrastrutture S.p.A. ("ISPA") are available. The bridge loan facility was drawn down in order to finance the Project prior to the Signing Date and VAT payments related thereto.

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DESCRIPTION OF INFRASTRUTTURE S.p.A.

Introduction

The Issuer was incorporated with the name "Infrastrutture S.p.A." or "ISPA" as a limited liability company (Società per Azioni) in the Republic of Italy on 9 December 2002 pursuant to Article 8 of Law Decree No. 63. The Issuer is registered with No. 07303981000 in the register of companies of Rome, with No. 34690 and ABI code 327841 in the register held by Ufficio Italiano dei Cambi pursuant to Article 106 of the Banking Act and in the register held by the Bank of Italy pursuant to Article 107 of the Banking Act.

The Issuer operates under the supervision of the MEF, which provides guidelines for its activities by way of ministerial decrees.

Since the date of its incorporation the Issuer has been engaged in activities connected with its incorporation, the establishment of the Programme and the entry into the Transaction Documents to which it is a party. In addition, in accordance with its constitutive documents, the Issuer has also been involved in the assessment of projects in a variety of sectors including, but not limited to, water and tollroads. No dividends have been declared or paid and no indebtedness, other than the Issuer's costs and expenses related to the incorporation and start up, has been incurred by the Issuer.

Capital

The authorised and issued share capital of the Issuer is Euro 10,000,000, fully paid up and divided into 100,000 ordinary shares of a nominal value of Euro 100 each. The entire share capital of the Issuer is held by Cassa depositi e prestiti.

Any subsequent increase in the Issuer's share capital may be determined by the board of directors thereof which is authorised to increase the share capital to up to Euro 3.2 billion prior to 4 June 2008, if so needed by the Issuer.

Shares in the Issuer may not become the object of third party rights and their transfer is allowed only subject to prior authorisation from the Minister of Economy and Finance of the Republic of Italy.

Pursuant to Law Decree No. 63, Article 2362 of the Italian Civil Code does not apply to Cassa depositi e prestiti with respect to its role of sole shareholder of the Issuer.

Principal activities

The principal corporate object of the Issuer as set out in Article 3 of its by-laws (statuto) and in compliance with Article 8 of Law Decree No. 63 is, in addition (in via sussidiaria) to funding granted by banks and other financial institutions to (a) provide any form of funding for infrastructure and major public works of economic use and (b) grant loans in any form whatsoever destined for investment for economic development. The Issuer may also grant guarantees for these purposes.

In connection with these financing activities, the Issuer is entitled to acquire minority stakes in companies whose activities are consistent with the Issuer's corporate purpose. Finally, the

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Issuer is also entitled to carry out any activity which is instrumental, connected or accessory to its institutional purposes.

The Issuer was established as a multi-purpose company and accordingly may carry out further financing transactions in addition to the Programme, subject to the provisions set forth in the Transaction Documents.

The Issuer will covenant to observe, inter alia, those restrictions which are detailed in Condition 5 (Covenants).

Board of Directors, Statutory Auditors and registered office

The board of directors of the Issuer is made up of the following:

(i) Andrea Monorchio, Chairman, born in Reggio Calabria on 24 June 1939;

(ii) Andrea Ripa di Meana, Managing Director, born in Rome on 9 November 1956; and

(iii) Antonino Turicchi, Deputy Chairman, born in Viterbo on 13 March 1965.

Each of the directors was appointed as such for the period from 7 January 2003 until the approval of the annual financial statements of the Issuer as at and for 31 December 2004.

The statutory auditors of the Issuer are as follows:

(i) Giuseppe Lucibello, born in Melito di Porto Salvo on 13 February 1959;

(ii) Silvana Caudai, born in Albano Laziale on 11 November 1943;

(iii) Carlo Tixon, born in Naples on 21 August 1941;

(iv) Paola Noce (alternate statutory auditor), born in Rome on 13 July 1963; and

(v) Rosalba Cotroneo (alternate statutory auditor), born in Scafati on 15 November 1960.

Each of the statutory auditors was appointed as such from 7 January 2003 until the approval of the annual financial statements of the Issuer as at and for 31 December 2004.

The Issuer's registered office is located at Via Goito 4, 00185 Rome, Italy.

Independent Auditors

The independent auditors of the Issuer are Deloitte & Touche S.p.A. at Via della Camilluccia 589/A, 00135 Rome, Italy. On 31 July 2003, all the auditing and accounting contracts in progress, the professional staff, all the open positions and all the assets engaged in the auditing and accounting activities of Deloitte & Touche Italia S.p.A. were transferred to the newly constituted Deloitte & Touche S.p.A..

The financial statements of the Issuer for the year ended 31 December 2002 were audited by Deloitte & Touche Italia S.p.A. in accordance with generally accepted auditing standards and legal requirements in Italy.

The auditors have always issued unqualified opinions thereon.

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Capitalisation and Indebtedness Statement

The capitalisation and indebtedness of the Issuer, as at the date of this Offering Circular, is as follows:

Shareholders' equity

Share capital

€10,000,000 issued and fully paid up €10,000,000

Total capitalisation and indebtedness €10,000,000

As at the date of the capitalisation table, the Issuer had no reserves.

The issue by the Issuer of the Notes would be reported as an off balance sheet transaction in the nota integrativa to the financial statements of the Issuer at the date the transaction is completed.

Save for the foregoing, as at the date of this Offering Circular, the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities.

Financial Statements

The Issuer's accounting reference date is 31 December of each year, with the first statutory accounts drawn up to 31 December 2002.

Independent Auditors' Report

The following is the auditors' report of the financial statements of Infrastrutture S.p.A., as of 31 December 2002, received in the Italian language by the Shareholder of the Issuer from Deloitte & Touche Italia S.p.A. (now Deloitte & Touche S.p.A.), and translated into English from the original issued in Italian:

"To the Shareholders of Infrastrutture S.p.A.

1. We have audited the financial statements of Infrastrutture S.p.A. as of and for the year ended 31 December 2002, being first year of activity of one month because the company was set-up on 9 December 2002. These financial statements are the responsibility of the directors of Infrastrutture S.p.A. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with generally accepted auditing standards in Italy as recommended by the Italian Regulatory Commission for Companies and the Stock Exchange (Consob). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and are, as a whole, reliable. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the adequacy and the fairness of the

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accounting principles used and the reasonableness of the estimates made by the directors. We believe that our audit provides a reasonable basis for our opinion.

3. In our opinion, the financial statements of Infrastrutture S.p.A. as of and for the year ended 31 December 2002 comply with the Italian statutory provisions related to financial statements; therefore they give a true and fair view of the financial position and results of operations of the Company.

Deloitte & Touche Italia S.p.A. Paolo Coppola Partner

Rome, Italy, 9 June 2003"

Deloitte & Touche S.p.A. has not been requested to accept responsibility for any financial or other information contained in this document apart from the information contained in the auditor's report above and, accordingly, accepts no responsibility to any person who may rely on this document.

Translation of the Statutory Accounts drawn up to 31 December 2002

The following is a translation into the English language of the statutory accounts drawn up to 31 December 2002:

"Financial Statements

FORM AND CONTENTS OF THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2002 The financial statements as of and for the year ended 31 December 2002 have been prepared in accordance with current legislation and comprise the following: (i) Balance Sheet; (ii) Income Statement; and (iii) Explanatory Notes.

The Explanatory Notes comprise:

Introduction - General Information

Part A - Accounting policies

Part B - Notes to the Balance Sheet

Part C - Notes to the Income Statement

Part D - Other Information

*********************

Balance Sheet And Income Statement as of 31 December 2002

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BALANCE SHEET

(Euro units)

Assets 31 December 2002 20 Due from banks a) on demand b) other loans and advances 90 Intangible assets thereof: - start-up costs - goodwill

-

1,000,000

79,480 -

1,000,000

79,480

Total assets 1,079,480

Liabilities 31 December 2002 50 Other liabilities

105,262

120 Share capital 1,000,000

170 Profit (loss of the period) (25,782)

Total liabilities 1,079,480 INCOME STATEMENT

(Euro units)

Revenues 31 December 2002 100 Loss of the period

25,782

Total revenues 0

Costs 31 December 2002 40 Administrative expenses: a) personnel b) other

0 24,774

24,774

60 Other operating costs 1,008

170 Profit of the period 0

Total liabilities 25,782

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EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2002

Introduction - General Information

Corporate Business

The company was established on 9 December 2002 by deed under the hand and seal of Notary Piergaetano Marchetti of Rome and the year ended 31 December 2002 was its first year of activity.

The company was established in strict compliance with the provisions in Article 8 of Decree Law no. 63 of 15 April 2002, as amended and converted by Law No. 112 of 15 June 2002, into the Decree of the MEF dated 3 December 2002.

In particular, the company is engaged in the provision of services of general economic interest pursuant to Article 8.4 of the above-mentioned Decree Law No. 63 of 15 April 2002.

The company is subject to the provisions contained in Chapter V of the Consolidated Act on banking and credit facilities pursuant to Legislative Decree No. 385 of 1 September 1993, except for Article 106, paragraphs 2, 3, subparagraphs b) and c), and 4, e of Article 107. The company is registered under No. 34690 in the List of Financial Companies held by the Italian Exchange Office pursuant to Article 106 of the Consolidated Act on banking, as a commercial credit company dealing with the general public.

Structure and Contents of the Financial Statements

Explanation added for the translation into English: the Financial Statements have been translated into English from the original version in Italian. They have been prepared in accordance with Italian law on Financial Statements, interpreted and integrated by the accounting principles established by the Italian Accounting Profession. Certain accounting practices applied by the Company, which conform with generally accepted accounting principles in Italy, may not conform with the generally accepted accounting principles in other countries.

The accounts are stated in Euros, in accordance with Legislative Decree No. 87 of 27 January 1992 and with the relevant enforcement provisions (in particular, the Bank of Italy provision No. 103 of 31 July 1992), and are accompanied by the Directors' Report on Operations.

The financial statements comprise Balance Sheet, Income Statement and Explanatory Notes, all of which follow the patterns indicated by Bank of Italy in the above-mentioned provision of 31 July 1992 concerning the annual accounts of financial institutions.

This being the first year of Company operation, the annual accounts are not compared to the corresponding figures for the previous year.

Part A – Accounting Policies

Accounting Policies Adopted in the Preparation of the Accounts

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The accounting policies and the accounting standards adopted in the preparation of these accounts, on a conservative and going concern basis, follow the directions of the Italian Accounting Profession.

The paragraphs below contain a description of the most relevant standards and criteria, agreed upon, where required by the law, with the Statutory Auditors.

Due from banks – These receivables are posted at nominal value.

Intangible assets – Intangible assets pertain to start-up costs and are recorded at cost, inclusive of ancillary charges. They will be amortised in five years starting from 2003.

Other liabilities – Other liabilities are shown at nominal value.

Costs and revenues – Costs are recorded according to the principle of accrual of the transactions that have generated them. There being no taxable income, no provision for taxes was made for the period. The company has obtained no revenues.

Part B – Notes to the Balance Sheet

Assets

20. Due from Banks – Euro 1,000,000

This caption comprises the funds deposited in the time current account held with Banca Nazionale del Lavoro – Central Rome Branch – duly reconciled as of the reference date for these accounts. These receivables are collectable on demand.

90. Intangible Assets – Euro 79,480

These are the start-up costs incurred to incorporate the Company, Euro 10,395, and the legal costs of legal advice for the start–up of the Company, Euro 69,085. These costs were not amortised because there have been no revenues in the period.

Liabilities

50. Other Liabilities – Euro 105,262

These are basically the payables, due on demand, detailed in the table below.

Description Amount as of 31 December 2002

Trade payables on bills to be received 82,775

Payables to Directors 21,698

Advances from third parties 517

Payables to Auditors 272

Total other liabilities 105,262

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The other liabilities are the accounts payable on bills to be received covered by the provisions made as of 31 December 2002 for costs pertaining to the period and for which the bills were received after balance sheet closing date.

Payables to Directors relate to the emoluments accrued as of balance sheet closing date.

Advances from third parties relate to the government franchise tax for the stamping of corporate books, that was paid by Clifford Chance law firm.

120. Share Capital – Euro 1,000,000

The share capital was underwritten and paid-in in the amount of Euro 1,000,000 by the Cassa depositi e prestiti, offices of Via Goito 4 Rome, taxpayer's code 80199230584, that, as of the reference date for these financial statements, is the sole shareholder of the Company. The share capital is divided into 10,000 (ten thousand) common shares, each with a nominal value of Euro 100 (one hundred).

The result of the period shows a loss of Euro 25,782.70.

Guarantees, Commitments and Off-Balance Sheet Transactions

Guarantees Given

The Company has not given guarantees in favour of third parties as of 31 December 2002.

Commitments

There are no commitments pending as of 31 December 2002.

Off-Balance Sheet Transactions

The Company has no off-balance sheet transactions pending as of 31 December 2002.

Assets and Liabilities Denominated in Foreign Currency

There are no assets and liabilities in foreign currencies in the balance sheet of the Company as of 31 December 2002.

Part C – Notes to the Income Statement

Costs

40. Administrative Expenses – Euro 24,774

Administrative expenses include the captions detailed in the table below.

Description Amount as of 31 December 2002

Book stamping charges 163

Administrative and accounting support 2,640

Auditors' emoluments 272

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Directors' emoluments 21,698

Postal charges 1

Total administrative expenses 24,774

60. Other Operating Costs – Euro 1,008

These relate to Chamber of Commerce charges, Euro 492, and government franchise tax for the stamping of corporate books, Euro 516.

Part D - Other Information

Directors' and Statutory Auditors' Remuneration

The fees of board of directors' members accruing to these financial statements and not yet paid as of 31 December 2002 amount to Euro 21,698.

The provision made for Statutory Auditors' fees amounts to Euro 272; these fees were not yet paid as of the reference date of these financial statements.

Personnel

The Company has had no personnel in the roll during the period.

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These Financial Statements, comprising Balance Sheet, Income Statement and Explanatory Notes, represent in a true and correct manner the assets/liabilities and financial position of the Company and the result obtained in the period ended 31 December 2002. The contents of these Financial Statements match with the entries in the Company books.

Infrastrutture S.p.A.

The Chairman of the Board of Directors

Andrea Monorchio"

Recent Developments

As at the date of this Offering Circular, save for the capital increase resolved upon by the extraordinary resolution of the meeting of the Shareholder of the Issuer on 3 June 2003 (pursuant to which the share capital of the Issuer was increased from Euro 1,000,000 to Euro 10,000,000), there has been no significant change in the condition (financial or otherwise) or general affairs of the Issuer since 31 December 2002.

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ACCOUNTS AND CASH FLOW

Accounts

Issuer Accounts

The Issuer shall at all times maintain the following accounts:

(a) a Euro denominated account, the "Issuer Collection Account", with No. 20347, opened with the Collection Accounts Bank, for the deposit of inter alia the following amounts:

(i) Gross TACs in accordance with the provisions of the Credit Facility Agreement; and

(ii) all amounts paid to the Issuer as State Contribution,

and the Project Facility Manager will maintain the Issuer Collection Account Records relating to the Issuer Collection Account in accordance with the Cash Allocation, Management and Payment Agreement;

(b) a Euro denominated account, the "Payments Account" with No. 0000000985, opened with the Transaction Accounts Bank for the deposit of all amounts paid to the Issuer under any of the Transaction Documents (other than the Gross TACs or the State Contribution or any amounts specified to be deposited in any of the other Issuer Accounts);

(c) a Euro denominated account, the "Expense Account" with No. 0000000986, opened with the Transaction Accounts Bank, for the deposit of the Expenses Retention Amount and out of which the Expenses will be paid during each Interest Period.

In addition, if required pursuant to the Intercreditor Agreement, the Issuer will open and maintain other Reserve Accounts with the Transaction Accounts Bank or other Eligible Institution and a Permitted Payments Account with an Eligible Institution.

The Issuer Collection Account, the Payments Account, the Expense Account and any Reserve Accounts opened by the Issuer are together referred to as the "Issuer Accounts".

The Collection Accounts Bank will be required at all times to be an Eligible Institution or Tesoreria Centrale dello Stato, acting through the Bank of Italy. In the event the Issuer becomes aware that the Collection Accounts Bank is no longer an Eligible Institution or, if the Collection Accounts Bank is the Tesoreria Centrale dello Stato, following receipt by the Issuer of a notice from the Bank of Italy that the Issuer Collection Account may no longer be maintained with Tesoreria Centrale dello Stato, the Issuer shall, within 20 Business Days, transfer the Issuer Collection Account to an Eligible Institution.

The Transaction Accounts Bank will be required at all times to be an Eligible Institution. In the event the Transaction Accounts Bank is no longer an Eligible Institution, the Issuer Accounts which are then held at the Transaction Accounts Bank will be transferred to an

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Eligible Institution within ten Business Days from the date on which the Transaction Accounts Bank ceases to be an Eligible Institution or the Issuer becomes aware of the same.

Issuer Collection Account Records

The Project Facility Manager shall maintain the following records (together with any other records of amounts to be credited to the Issuer Collection Account required to be maintained by the Project Facility Manager, the "Issuer Collection Account Records") in respect of the amounts credited to the Issuer Collection Account:

(i) A record of all amounts received from the train operators and lessees in respect of Gross TACs (the "Issuer TACs Collection Record");

(ii) A record of all amounts received in respect of the State Contribution (the "Issuer State Contribution Record");

(iii) A record of (i) the monies drawn down under any Funding Loan Agreement to the extent that such monies are to be used for financing advances under the Credit Facility Agreement, and (ii) the proceeds of any issue of Notes, to the extent they are Financing Proceeds (the "Issuer Funding Record");

(iv) A record of amounts received from any Hedging Counterparty as Hedging Termination Amounts (the "Issuer Hedging Record");

(v) A record of amounts received upon an issue of Notes or drawdown of a Funding Loan which are specified in the relevant Pricing Supplement or Funding Loan Agreement to be withheld from amounts which would otherwise have been advanced to the Borrowers in accordance with the Credit Facility Agreement (the "Issuer Cash Reserve Record");

(vi) A record of amounts received in respect of the Liquidity Facility Reserve (the "Issuer Liquidity Reserve Record");

(vii) A record of any Accumulation Amount paid on any Payment Date (the "Issuer Accumulation Record");

(viii) A record of (i) the amounts applied as payment in respect of the Credit Facility Agreement on any Facility Payment Date (being transferred from the other Issuer Collection Account Records (other than the Issuer Funding Record, the Issuer Accumulation Record, the Issuer Liquidity Facility Record and any monies recorded in the Issuer TACs Collection Record to be used as Permitted Payments)); (ii) the monies drawn down under a Funding Loan Agreement to the extent that such monies are to be used for refinancing the Notes or the Funding Loan Agreement(s); (iii) the proceeds of any issue of Notes, to the extent they are Refinancing Proceeds; and (iv) any Interest and Principal Reserve paid on any Payment Date (the "Issuer Collection and Reserve Record"); and

(ix) A record of all amounts received in respect of any additional reserve amounts (if any) which the Issuer is required to create pursuant to the Intercreditor Agreement and/or any Pricing Supplement (the "Additional Reserve Record").

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The Project Facility Manager shall establish any records of amounts credited to the Issuer Collection Account if required to do so pursuant to the terms of the Intercreditor Agreement and the Cash Allocation, Management and Payments Agreement.

FS Group Contribution Accounts

Each of the Group Holding Company and the Borrowers have established with the Collection Accounts Bank a Euro denominated Eligible Account (together, the "FS Group Contributions Accounts") into which all amounts received or recovered thereby as State Contribution will be credited.

Principal Cash Flows

All the transfers of monies credited to or debited from the Issuer Accounts, as set out in the diagram and further explained below, shall be carried out by the Transaction Account Bank or the Collection Accounts Bank (in each case in respect of the Issuer Accounts opened therewith) on behalf of the Issuer, in accordance with the Transaction Documents and, where appropriate, the instructions received from the Programme Calculation Agent on behalf of the Issuer (or, following the delivery of a Trigger Notice, the Representative of the Noteholders).

The following table sets out the principal cash flows of the Transaction:

Liquidity Facility Provider(s)

Hedging Counterparties

Expense Account (3)

Third Parties

Other Issuer Creditors and third parties

Funding Lenders

Payments Account (3)

Noteholders Ministry of Economy

and Finance (State Contribution

Provider)

RFI/TAV

Contribution Accounts

Issuer Collection

Account (1) (3)

(Segregated Assets)

Borrowers

Train Operators and Commercial

Lessees

Expenses during Interest Period

Amount paid to and received by Liquidity

Facility Provider(s)

Amount paid to and received by Hedging

Counterparties (2)

Third Parties' fees, costs and expenses

Funding Loan Payments

Notes Interest and Principal

Proceeds from Notes Issuance

Drawdowns under Funding Loan Agreements

Credit Facility Advances

State Contribution

Credit Facility Advances

Permitted Payments

State Contribution (via FS)

Credit Facility Payments

Collection Accounts Bank (Tesoreria Centrale dello Stato)

Transactions Accounts Bank

Expenses Retention Amount

Gross TACs and other exploitation revenues

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Notes

1. On each Facility Payment Date funds transferred between certain Issuer Collection Account Records.

2. Other than Hedging Termination Amounts.

3. Issuer Accounts.

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USE OF PROCEEDS

As further specified in the relevant Pricing Supplement, (i) the net proceeds deriving from the issue of the First Series will be applied by the Issuer (as Financing Proceeds) to fund the First Project Loan Tranches to be made to the Borrowers, and (ii) the net proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans) will be applied by the Issuer, (a) to the extent that such proceeds are specified in the relevant Pricing Supplement as being Financing Proceeds (or drawdowns under the Funding Loans are so specified in the relevant Funding Loan Agreement), to fund Further Project Loan Tranches to be made to the Borrowers, and (b) to the extent that such proceeds are specified in the relevant Pricing Supplement as being Refinancing Proceeds (or drawdowns under the Funding Loans are so specified in the relevant Funding Loan Agreement), to constitute Issuer Available Funds and be applied by the Issuer to make payments due thereby in accordance with the relevant Priority of Payments on the Payment Dates.

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SELECTED ASPECTS OF ITALIAN LAW

The following is a summary only of certain aspects of Italian law that are relevant to the transactions described in this Offering Circular and of which prospective Noteholders should be aware. It is not intended to be exhaustive and prospective Noteholders should also read the detailed information set out elsewhere in this Offering Circular.

Article 8

The Issuer

Article 8 of Law Decree No. 63 of 15 April 2002, converted with amendments into Law No. 112 of 15 June 2002 and subsequently amended by Law Decree No. 269 of 30 September 2003, converted with amendments into Law No. 326 of 24 November 2003 ("Article 8"), provides for the incorporation by Cassa depositi e prestiti (the Shareholder) of Infrastrutture S.p.A. ("ISPA"), a company whose principal purpose is the financing of infrastructure projects and major public works, through medium or long term loans.

Article 8 provides that the provisions of Article 2362 of the Italian Civil Code (relating to the liability of the sole shareholder for its subsidiary in certain cases) does not apply to the holding of the Shareholder in ISPA.

The MEF has approved ISPA's articles of association and established the operational guidelines with Ministerial Decrees and is in charge of the supervision of ISPA.

ISPA is subject to the provisions contained in Chapter V of the Banking Act which requires that companies intending to carry out financial activity in Italy must be registered on the general register of finance companies held, pursuant to Article 106 of the Banking Act, by the Ufficio Italiano dei Cambi. In addition ISPA is enrolled in the special register of finance companies held by the Bank of Italy pursuant to Article 107 of the Banking Act. Article 8 further provides that the Bank of Italy may adopt specific measures applicable to ISPA in relation to supervision and communications to the Bank of Italy, taking into account the institutional corporate object of ISPA.

Segregation of the Assets

Pursuant to the provisions of Article 8, assets and rights owned by ISPA in relation to its obligations towards both the holders of debt securities issued by ISPA and other lenders ("ISPA Creditors") can constitute segregated assets (patrimonio separato). Once segregated, assets and rights shall be available only for the satisfaction of the obligations of ISPA towards the relevant ISPA Creditors and will constitute, in all respects, a patrimonio separato segregated from any other assets of ISPA and any other segregated assets.

Until such time that all the obligations towards the relevant ISPA Creditors have been satisfied in full, no action is permitted on any of the segregated assets, other than actions to protect the rights of the relevant ISPA Creditors.

Pursuant to the provisions set forth in Article 8, ISPA may only be liquidated by operation of law. In the event of the dissolution of ISPA and subsequent winding-up proceedings of any nature, the contracts relating to each pool of segregated assets shall continue in full force and

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effect. The entities responsible for the winding-up proceedings will provide for the debts owed by ISPA to the relevant ISPA creditors to be paid out of the specific segregated assets only, according to the maturity and the other terms contained in the related pre-existing contracts.

Tax regime

Transfers to the Issuer, issues of bonds, receipts of funding, granting of financings and any derivative transactions undertaken by ISPA are exempted from registration tax and stamp duty as well as from any other indirect taxes. Each of the segregated assets is exempted from income tax and regional tax on productive activities (IRAP).

Article 75

Pursuant to the provisions of Article 75 of Law No. 289 of 27 December 2002 ("Article 75"), the design, development, construction and start-up of the To-Mi-Na Line of the Italian high speed railway (the "Project") is financed by ISPA. In order to maintain the economic and financial stability of ISPA, Article 75 provides that the Republic of Italy is responsible for the debt service of any loan granted by ISPA in connection with the implementation of the Project which cannot be covered through the proceeds of the economic exploitation of the Project.

Pursuant to Article 75, second paragraph, in the event of revocation of the RFI Concession for the management of the Project, the new concessionaire shall be liable, together with the original concessionaire, for the outstanding debt vis-à-vis ISPA and shall succeed the original concessionaire in its existing agreements. Any sum due by the grantor of the RFI Concession to the former concessionaire shall be allocated primarily towards the satisfaction of the debt vis-à-vis ISPA. The Republic of Italy will be responsible for the service of the debt vis-à-vis ISPA until the new concession is granted.

On 31 January 2003 and 25 July 2003, the Comitato Interministeriale per la Programmazione Economica (the Interministerial Committee for Economic Planning - "CIPE") acknowledged the provisions of Article 75 and specified that any payment to be made by the Republic of Italy as State Contribution under Article 75 must be made through capital injections into FS.

The Implementation Decree

The ministerial decree of 23 December 2003 issued by the Ministry of Economy and Finance and the Ministry of Infrastructure and Transport (the "Implementation Decree") implements the provisions set forth in Article 75 for the purposes of the Transaction. It acknowledges that ISPA has entered, as lender and as facility cash manager, into a loan agreement with the Borrowers, for the construction of the Project for an amount up to Euro 25,000,000,000.

The Implementation Decree provides for the definition of the Forecasted Net TACs as the cash flows which are expected in relation to the economic exploitation of the To-Mi-Na Line of the Italian high speed railway net of (i) the forecasted operational costs and the other burdens relating to the Project up to a maximum amount, to be determined by 2009, which may be altered on the basis of the Contratto di Programma and (ii) the financial burden relating to the existing debt of the Borrowers. The Forecasted Gross TACs will be fixed by TACs Forecast Manager, for each interval indicated in the Contratto di Programma and will

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be checked by the TACs Confirmation Agent (appointed in consultation with the Issuer on the basis of the suggestions of the Rating Agencies) who should approve the Forecasted Gross TACs. Upon approval, the Forecasted Gross TACs will be inserted in the Contratto di Programma. Furthermore, the TACs Forecast Manager will determine the Forecasted Net TACs for the same period on the basis of the Forecasted Gross TACs and the amounts referred to in (i) and (ii) above.

The Implementation Decree also provides that the TACs Forecast Manager must determine the amount of the State Contribution to be paid in the following year, being the amount charged to the State in accordance with Article 75 and which is equal to the difference between the debt service (the yearly charge of the Borrowers in relation to the Credit Facility Agreement) and the Forecasted Net TACs relating to the same period of time. The amounts payable by way of capital increase of the Group Holding Company, including the amount payable as State Contribution, are posted in the budget of the Ministry of Economy and Finance. Payments of the State Contribution shall release the State of its obligation towards ISPA only upon receipt by ISPA of the State Contribution.

The Implementation Decree sets a limit to the Forecasted Gross TACs in the event that the Gross TACs received in two consecutive years are at least 30 per cent. lower than the amount of the Forecasted Gross TACs for the same period, then the Forecasted Gross TACs in the following year shall not be higher than the lower of the Gross TACs received in either of those preceding two years.

Finally the Implementation Decree provides that in the event that the RFI Concession is revoked or cancelled, the State is responsible for the remainder of the existing debt towards ISPA, until such debt is assumed by the new concessionaire. Any sum payable by the State to the RFI shall be destined in priority to repay such remainder.

Italian Usury Law

Italian Law No. 108 of 7 March 1996 (the "Usury Law") introduced legislation preventing lenders from applying interest rates higher than those deemed to be usurious (the "Usury Rates"). Usury Rates are set on a quarterly basis by a Decree issued by the Italian Treasury. Law Decree No. 394 of 29 December 2000, converted into law by the Italian Parliament on 28 February 2001, provides, inter alia, that interest is deemed usurious only if the interest rate agreed by the parties exceeds the Usury Rate applicable when the relevant agreement is entered into. In February 2002, the Italian Constitutional Court confirmed that the reference point, in considering whether a rate is usurious or not, is the date of execution of the relevant loan agreement.

Insolvency proceedings

Insolvency proceedings (procedure concorsuali) conducted under Italian law may take the form of, inter alia, an involuntary liquidation (fallimento), a creditors' agreement (concordato preventivo) or a restructuring under a court supervised administration (amministrazione controllata). Insolvency proceedings are only applicable to businesses (imprese) either run by companies, partnerships or by individuals. An individual who is not a sole entrepreneur or an unlimited partner in a partnership is not subject to insolvency.

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A debtor can be declared bankrupt (fallito) and subject to fallimento (at its own initiative, or at the initiative of any of its creditors, the public prosecutor or the competent courts) if it is not able to fulfil its obligations in a timely manner. The debtor loses control over all its assets and of the management of its business, which is taken over by a court appointed receiver (curatore fallimentare). Once judgment has been made by the court and the creditors' claims have been approved, the sale of the debtor's property is conducted in a manner similar to foreclosure proceedings or forced sale of goods, as the case may be.

A qualifying insolvent debtor may avoid being subject to fallimento by proposing to its creditors a creditors' agreement (concordato preventivo). Such proposal must contain: (i) an offer to transfer all of its assets to the creditors, provided that their value is sufficient to fully satisfy secured creditors and to cover at least 40 per cent of the amounts due to unsecured creditors or (ii) an undertaking to pay at least 100 per cent of the amounts due to secured creditors and 40 per cent of the amounts due to unsecured creditors, secured by appropriate security interests or guarantees, provided that, should a postponement of more than six months be proposed, interest at the statutory rate, on any amounts to be paid after six months should also be secured.

In cases where a qualifying debtor is not insolvent but has difficulty in fulfilling its obligations, the supervised administration procedure (amministrazione controllata) may be used to assist the debtor's business, provided that there is concrete evidence that its financial condition can be improved. In this procedure, the management of the debtor's business and assets is subject to judicial supervision, and the payment of all debts of the debtor is delayed, for a period not exceeding two years. The lender may receive a cash payment of the approved portion of its claim (which may be less than the total amount outstanding under the mortgage loan agreement.) This may, however, follow lengthy negotiations and the finalisation of restructuring agreements.

After insolvency proceedings are commenced, no legal action can be taken against the debtor and no foreclosure proceedings may be initiated. Moreover, all action taken and proceedings already initiated by creditors are automatically stayed.

Description of Procedura di Amministrazione Straordinaria delle Grandi Imprese in Crisi

Amministrazione Straordinaria ("AS") is a particular bankruptcy procedure governed by Law No. 270 of 8 July 1999 (the "AS Law"), which may be applied only to entities: (i) employing not less than 200 employees over a period of at least one year, and (ii) having aggregate liabilities equal at least to two-thirds of both their total assets and their income deriving from sales made and services rendered in the previous financial year. AS is aimed at satisfying creditors and safeguarding the company's business activity and, if certain circumstances are met, provides for the restructuring of the company and the continuation of the activity of the entity in the ordinary course of business.

The relevant procedural steps for the commencement of an AS bankruptcy procedure are as follows: (i) filing of a motion for admission with the bankruptcy court (by the company itself, one or more creditors, the public prosecutor or the bankruptcy court itself) in the district where the entity has its principal place of business; (ii) issuance of a notice of a preliminary hearing by the bankruptcy court to the directors of the company, the Ministry of Industry

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(Ministero delle attività produttive) and any creditors who have filed the motion for admission; (iii) holding of a preliminary hearing no sooner than 15 days after the issuance of the above notice; (iv) issuance of a judgment of insolvency by the bankruptcy court declaring the insolvency of the company and appointing the judge and one to three trustees, usually not issued prior to 30 to 60 days after the preliminary hearing date; and (v) scheduling by the bankruptcy court of (a) a term (90 to 120 days) within which the creditors must file their motion indicating the amount of their respective claims, and (b) a hearing to be held within 30 days from the term under item (a) above to examine the creditors' claims.

A trustees' report must be filed within thirty days from the issuance of the judgment of insolvency. The trustees' report is intended to detail the grounds for insolvency and propose a manner to safeguard the company's assets by suggesting one of the following: (i) a sale of the company's going concern based on a business plan with a maximum term of one year (the "Sale Plan"), or (ii) a restructuring of the company based on a business plan with a maximum term of two years (the "Restructuring Plan"), to be implemented under the direction of the trustees.

Within thirty days from the filing of the trustee's report, the bankruptcy court is entitled to either start the AS procedure if all the procedural steps have been appropriately taken or declare the company bankrupt.

Upon the trustees' request, the one year term for the Sale Plan may be extended once by the bankruptcy court for an additional maximum period of three months. No extension may be provided under a Restructuring Plan.

In the event a Sale Plan is implemented and all the assets are sold by the trustees within the required term, the bankruptcy court shall declare that the company's business activities have terminated and the AS procedure continues only as required to satisfy the creditors. As soon as the creditors have been paid, the bankruptcy court declares the AS procedure terminated.

The bankruptcy court may also immediately declare the termination of the AS procedure if, within the required term of the Sale Plan implementation, all the claims of the creditors have been satisfied.

In the event a Restructuring Plan is implemented and the company has fulfilled all is obligations within the two year terms, the bankruptcy court shall declare the AS procedure terminated. Otherwise, the bankruptcy court shall declare the company bankrupt.

Notwithstanding the foregoing, the bankruptcy court may declare the company bankrupt at any time if it is determined that the company is not able to perform its obligations under the plan implemented.

Description of AS procedure pursuant to Law Decree No. 347 of 23 December 2003

Law Decree No. 347 of 23 December 2003 ("Decree No. 347") has introduced additional and corrective measures for insolvent companies intending to apply for the AS procedure, aimed at the restructuring of the company. The provisions of Decree No. 347 may only be applied to insolvent companies which have had: (i) at least 1,000 employees (lavoratori subordinati), including those admitted to the enhanced salary programme (trattamento di integrazione

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guadagni), in the last year; and b) total debts, including those deriving from guarantees, of at least Euro 1,000,000,000.

An insolvent company which fulfils these conditions may apply to the Minister of Industry to be admitted to the special AS procedure governed by Decree No. 347. The procedure contemplates, inter alia, the appointment by the Minister of Industry of an extraordinary receiver who will submit to the Minister of Industry a programme for the restructuring of the company. The extraordinary receiver may petition the Minister of Industry for the entry into extraordinary management of other undertakings of the same group of the insolvent company.

Until the programme described above has been authorised, the extraordinary receiver may petition the Minister of Industry for authorisation to implement measures or categories of measures necessary for safeguarding the continuity of the business activity of the undertaking or the group.

The Minister of Industry may authorise the transfer and the use of the assets of the business or a branch of the business as requested by the extraordinary receiver, provided that such measures are for the restructuring of the undertaking or of the group.

Claw-back measures (azioni revocatorie) may be proposed by the extraordinary receiver also subsequent to the authorisation of the implementation of the restructuring programme, to the extent that such measures function to attain the objectives of such programme.

As at the date of this Offering Circular, Decree No. 347 has not yet been converted into law, there is no certainty that it will be so converted and it remains subject to amendment by Parliament prior to any such conversion.

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DESCRIPTION OF THE CREDIT FACILITY AGREEMENT

The description of the Credit Facility Agreement set out below is a summary of certain features of the Credit Facility Agreement and is qualified by reference to the detailed provisions of the Credit Facility Agreement. Prospective Noteholders may inspect a copy of the Credit Facility Agreement upon request at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

Introduction

On 23 December 2003, the Issuer, the Borrowers and the Project Facility Manager entered into a Credit Facility Agreement (the "Credit Facility Agreement"), setting out the general conditions upon which the Issuer will grant to the Borrowers, in accordance with Article 75, a long term credit facility in an aggregate maximum amount of Euro 25,000,000,000 (the "Facility"). Amounts drawn down shall be used to meet the financial needs (fabbisogno finanziario) of the Borrowers in relation to the Project (other than for funding payment of VAT by the Borrowers), including any payments due in connection with bridge financing in relation to the Project, the transaction expenses and any amounts due under or in connection with the Existing Indebtedness).

The Facility amount shall be increased from time to time, by written agreement between the Parties, if the Comitato Interministeriale per la Programmazione Economica (CIPE) resolves that the increased investment is necessary in order to finance the completion of the Project.

Availability of the Facility

Subject to satisfaction of conditions precedent, the Facility will be available to the Borrowers in one or more advances (each, an "Advance") made under one or more project loan tranches (each, a "Project Loan Tranche") in accordance with the terms of the Credit Facility Agreement and any additional terms agreed by the Issuer and the Borrowers and set out in the project loan tranche annex (each, a "Project Loan Tranche Annex") relating thereto.

Each Project Loan Tranche Annex will set out, inter alia: (i) the total amount of such Project Loan Tranche, (ii) the availability period, (iii) the transaction expenses, (iv) the interest rate, (v) the Principal Repayment Plan, and (vi) the date by which the Relevant Notes or the Relevant Funding Loan (each as defined below) must be refinanced (the "Refinancing Deadline").

The Issuer will have no obligation to make any Advance under any Project Loan Tranche until inter alia (a) the terms of the relevant Project Loan Tranche Annex have been agreed in full by all the Parties and the relevant Project Loan Tranche Annex executed by all the Parties, (b) the Issuer has issued Relevant Notes pursuant to the Programme or obtained Relevant Funding Loans and has received the funds thereunder for an amount which is at least equal to the amount of the relevant Project Loan Tranche total amount, and (c) each Rating Agency rating any outstanding Notes has confirmed that the issue of such Relevant Notes or the borrowing of such Relevant Funding Loans or the entry into the Project Loan Tranche Annex and the making of Advances thereunder will not affect the then outstanding rating of any outstanding Notes.

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The Parties have agreed that, in view of the role of the Issuer in respect of the financing of the Project in accordance with the provisions of Article 75 and the Implementation Decree, the Issuer will use its best efforts and endeavours to raise in a timely fashion any necessary funding through the issue of the Relevant Notes or borrowing of the Relevant Funding Loans and to enter into any hedging or other agreement necessary in order to be able to meet the Borrowers' needs in connection with the Project, and that all actions and activities of the Issuer in respect of the above shall be guided by the principles of transparency and cost efficiency.

Each Project Loan Tranche will be funded by the Issuer through:

(i) the issue of one series of notes issued under the Programme (the "Relevant Notes", which definition shall include any further notes issued by the Issuer to refinance such initial notes before their maturity or, if such Project Loan Tranche was financed through a loan borrowed in the inter-bank market, in order to refinance such loan, before the maturity date of the loan); or

(ii) the borrowing of one loan in the inter-bank market (the "Relevant Funding Loan", which definition shall include any further loan borrowed by the Issuer to refinance such initial loan before its maturity or, if such Project Loan Tranche was financed through an issuance of notes under the Programme, to refinance such notes before the maturity date of the notes).

An Advance under a Project Loan Tranche will not be made by the Issuer to a Borrower unless, inter alia:

1. the Borrowers and the Issuer have entered into a Project Loan Tranche Annex within the prescribed time limits;

2. the Project Facility Manager receives a completed drawdown notice from the Borrower within the prescribed time limits, requesting an Advance during the relevant availability period;

3. no actual or potential termination events have occurred in relation to the Credit Facility Agreement and the representations made by the Borrowers thereunder (and which are deemed to be repeated on each drawdown date) are true in all material respects;

4. no event of acceleration or default has occur red under any of the Relevant Notes or the Relevant Funding Loans;

Unless otherwise agreed, no more than two Advances may be drawn down by each Borrower in any calendar month.

If the proposed date for the making of the first Advance under a Project Loan Tranche falls in the period from (and excluding) 10 September (the "Second Loan Calculation Date") in a year to (and including) the immediately following Facility Payment Date falling in the year following such Second Loan Calculation Date, then an amount will be deducted by the Issuer from the proceeds of such Advance and retained in the Issuer Cash Reserve Record for

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payment of the initial negative carry and of interest due by the relevant Borrower on the immediately following Facility Payment Dates in respect of such Project Loan Tranche.

The Borrowers may not repay or prepay all or any part of the Facility except as expressly provided for in the Credit Facility Agreement and shall not be entitled to reborrow any amount repaid or prepaid.

Liability of Borrowers

Each Borrower shall be liable for the payment of interest and repayment of principal in respect of the Advances drawn down by it and any fees, expenses, costs and indemnities related thereto.

In addition, RFI has unconditionally and irrevocably guaranteed to the Issuer, pursuant to Article 1936 et seq. of the Italian Civil Code (fideiussione), that if, for any reason, TAV does not pay any sum payable by it under the Credit Facility Agreement on the date and in the manner specified therein (whether on the normal due date, on acceleration or otherwise), RFI will promptly pay that sum upon written demand by the Issuer or by the Project Facility Manager.

The granting of such guarantee by RFI shall not discharge TAV from its obligations under the Credit Facility Agreement, who shall therefore remain jointly and severally liable with RFI therefor.

Upon the technical-administrative test (collaudo tecnico-amministrativo) of each Segment and/or Junction (or a portion thereof), for the construction of which TAV is responsible, being completed to the satisfaction of RFI, the ownership of such Segment and/or Junction will be transferred to RFI from TAV together with the liabilities related to the Advances drawn down in respect of such Segment and/or Junction (or portion thereof), whereupon TAV will be discharged from its obligations in respect of such liabilities.

Conditions precedent to the drawdown of each Project Loan Tranche

The drawdown of Advances under the First Project Loan Tranches is subject to receipt of certain conditions precedent including, inter alia: (a) evidence that the Implementation Decree has been issued and is in full force and effect; (b) evidence that all necessary approvals and authorisations (if any) from any governmental or other competent authority has been obtained in relation to the Credit Facility Agreement and certain Transaction Documents; and (c) evidence that the patrimonio separato destined to the repayment of the Relevant Notes and the Relevant Funding Loans has been established pursuant to Law Decree No. 63 and the relevant resolutions filed with the register of companies of Rome.

Interest on the Project Loan Tranches

The period for which an Advance is outstanding shall be divided into successive periods each of which (other than the first Advance, which shall begin on the day such Advance is made) shall start on the last day of the preceding period (each, a "Facility Interest Period"). The duration of each Facility Interest Period shall, save as otherwise provided in the Credit Facility Agreement or as may be agreed by the Parties and set out in the relevant Project Loan

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Tranche Annex, be one year (provided that the first Facility Interest Period in respect of each Advance shall end on the immediately following Facility Payment Date).

Subject to the rollover regime in relation to interest and costs as described below, on 20 July in each year (adjusted in accordance with the modified following business day convention, unless otherwise specified in the relevant Project Loan Tranche Annex) (each, a "Facility Payment Date"), each of the Borrowers shall pay all amounts due under each Advance drawn down by it.

Each Advance will accrue interest at the interest rate set out in the relevant Project Loan Tranche Annex for each Facility Interest Period and, in the case of the last Facility Interest Period, from and including the first day of that Facility Interest Period, up to and including the Facility Final Maturity Date or the Extended Facility Final Maturity Date (each as defined below), as the case may be. In the case of index linked Advances, the Interest Payment Plan shall take into account the interest amount adjusted for indexation in accordance with the provisions set out in the relevant Project Loan Tranche Annex.

Interest shall be calculated on the same basis of accrual applicable to the Relevant Notes or the Relevant Funding Loan, as specified in the relevant Project Loan Tranche Annex.

The amount of interest payable by the Borrowers on each Facility Payment Date will be set out in an interest payment plan prepared and amended from time to time by the Project Facility Manager (the "Interest Payment Plan").

Repayment of Principal

Subject to the rollover regime in relation to principal as described below, on each Facility Payment Date, as set out in the principal repayment plan attached to the relevant Project Loan Tranche Annex (as amended from time to time by the Project Facility Manager, the "Principal Repayment Plan") each of the Borrowers shall repay the relevant instalment due in respect of each Advance borrowed by it, in accordance with the Principal Repayment Plan ending on the Facility Payment Date falling in 2061 ("Facility Final Maturity Date"), subject to a grace period (as described below). In the case of index linked Advances, the Principal Repayment Plan shall take into account the principal amount, as adjusted for indexation in accordance with the relevant provisions in the Project Loan Tranche Annex.

If, in respect of the Facility Final Maturity Date, the sums available to pay the amounts due in accordance with the Credit Facility Agreement (the "Available Amount") are not sufficient to repay the Amount Due (as defined below), the final maturity will be automatically extended to the Facility Payment Date falling in the immediately following year (the "Extended Facility Final Maturity Date") and all principal amounts still outstanding after the Facility Final Maturity Date will be repaid in full on the Extended Facility Final Maturity Date (together with interest accrued thereon and other costs unpaid).

Mandatory prepayment

An Advance will be subject to mandatory prepayment:

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(i) following termination (decadenza e revoca) of the RFI Concession, on the Facility Payment Date following receipt of any sum due to RFI from the grantor of the concession pursuant to Article 75 paragraph 2 for the use of the assets necessary for the provision of the railway service, for the repossession thereof, or for any other reason, each Borrower will prepay the outstanding Advances to the extent of such sum received (to be applied among the Advances pro rata that the amount of principal outstanding on each Advance represents of the total principal due on such Facility Payment Date);

(ii) on the Facility Payment Date falling in 2009 and each Facility Payment Date thereafter, if the Issuer, on or before the immediately preceding Second Loan Calculation Date, does not have the Required Liquidity Amount (through (i) Liquidity Facility Agreement(s) in full force and effect on the terms set out in the Intercreditor Agreement and with a duration including the immediately following Payment Date, (ii) a Liquidity Facility Reserve, or (iii) a combination of the two) available for payments to be made on the immediately following Payment Date in respect of the Relevant Notes or the Relevant Funding Loan, then the Borrowers will prepay each outstanding Advance made pursuant to the relevant Project Loan Tranche pro rata in relation to the total principal due on such Facility Payment Date, in an amount sufficient to fund the Liquidity Facility Reserve pursuant to the terms of the Intercreditor Agreement and the Cash Management, Payment and Allocation Agreement;

(iii) on each Facility Payment Date, if on or before the immediately preceding Second Loan Calculation Date funds are not available to the Lender to discharge in full its payment obligations for principal (and any other amount which is senior pursuant to the Intercreditor Agreement) falling due on or before the immediately following Payment Date, under or in connection with the Relevant Notes or the Relevant Funding Loan, as the case may be, the Borrowers will prepay each outstanding Advance made pursuant to the relevant Project Loan Tranche pro rata in relation to the total amount of principal due on such Facility Payment Date in an amount sufficient to discharge all such payment obligations;

(iv) if funding to maintain the Advances made pursuant to the relevant Project Loan Tranche is not available to the Issuer on or before the Refinancing Deadline (by way of issue of further Notes or the borrowing of further Funding Loans) on the Facility Payment Date immediately preceding the date of final maturity of the Relevant Notes or the final repayment date of the Relevant Funding Loans, the Borrowers will prepay each outstanding Advance made pursuant to the relevant Project Loan Tranche pro rata in relation to the total amount of principal due on such Facility Payment Date in an amount sufficient to repay such Relevant Notes or Relevant Funding Loans (together with all related costs and expenses as set out in the Intercreditor Agreement) for which replacement funding is not available;

(v) in the event that the Forecasted Net TACs for a given period from and including 1 July of each year up to and including 30 June of the immediately following year (each a "Reference Period") is higher than the aggregate amount due and payable on the Facility Payment Date falling immediately after the end of such Reference Period by

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the Borrowers under all of the outstanding Advances (excluding any amounts due as a result of Interest and Cost Rolling and/or Principal Rolling (including by way of indemnity) and any amounts payable pursuant to paragraphs (ii), (iii) and (iv) above and (vi) below (the "Aggregate Amount"), then (a) the aggregate principal amount of such outstanding Advances payable on such Facility Payment Date will be increased so that such Aggregate Amount is equal to the Forecasted Net TACs and (b) the principal amount due on such date on each Advance will be increased proportionally to the outstanding amount of such Advance (for the avoidance of doubt any amount due to be paid on the same Facility Payment Date as a result of or in connection with any amounts due as a result of Interest and Cost Rolling and/or Principal Rolling (including by way of indemnity) and any amounts payable pursuant to paragraphs (ii), (iii) and (iv) above and (vi) below, will be in addition to this mandatory prepayment amount);

(vi) if any event of default, trigger event or acceleration event occurs under the Relevant Notes or the Relevant Funding Loan and such Relevant Notes or Relevant Funding Loan have become immediately due and payable (in whole or in part) as a consequence, and funding to maintain the Advances made pursuant to the relevant Project Loan Tranche is not available to the Issuer (by way of issue of further Notes or the borrowing of a further Funding Loan), then:

(a) if such Relevant Notes or the Relevant Funding Loan have become due and payable on a date before a Second Loan Calculation Date in any given calendar year, on the Facility Payment Date falling in the immediately following year the Borrowers will prepay each outstanding Advance under such Project Loan Tranche (pro rata in relation to the total principal due on such Facility Payment Date), in an amount which is sufficient to repay such Relevant Notes or Relevant Funding Loan (together with all related costs and expenses as set out in the Intercreditor Agreement); or

(b) if such Relevant Notes or Relevant Funding Loan have become due and payable on a date falling after the Second Loan Calculation Date in any given calendar year, on the second Facility Payment Date following such Second Loan Calculation Date, the Borrowers will prepay each outstanding Advance under such Project Loan Tranche (pro rata in relation to the total principal due on such Facility Payment Date), in an amount which is sufficient to repay such Relevant Notes or Relevant Funding Loan (together with all related costs and expenses as set out in the Intercreditor Agreement).

Any date on which a prepayment is so due to be made is a "Mandatory Prepayment Date".

If, as a result of a mandatory prepayment described in paragraph (v) above, the Amount Due represents the entire outstanding amount (for principal, interest and otherwise) in respect of all the Advances under a Project Loan Tranche, the Issuer, in its sole discretion, shall have the option to waive the right to such mandatory prepayment in whole or in part.

In each case of mandatory prepayment, the Project Facility Manager shall amend the Interest Payment Plans and Principal Repayment Plans for each relevant Project Loan Tranche to reflect the changes to the payment of interest and principal resulting from such prepayment

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and shall deliver to the other parties the relevant amended plans. In so doing, the Project Facility Manager will adjust the amount of the future instalments due on each Facility Payment Date and the Facility Final Maturity Date will not change, except in the event of mandatory prepayment in full of all amounts outstanding under any Advance.

Interest and Principal Rolling

To the extent that on 5 July in each year (the "First Loan Calculation Date") the Project Facility Manager determines that on the next Facility Payment Date, the Available Amount will not be sufficient to pay all interest, any amount payable senior to interest and principal amounts due on such Facility Payment Date in respect of the outstanding Advances (including any amounts not paid on any preceding Facility Payment Date which are due on that Facility Payment Date as a result of interest and cost rolling and/or principal rolling), then the interest and/or principal due which cannot be paid from the Available Amount shall automatically be deferred (such deferral, respectively, an "Interest and Cost Rolling" and a "Principal Rolling") and become due on the immediately following Facility Payment Date.

The rollover regime will not apply in respect of amounts due: (a) on any Facility Payment Date following the delivery to the Borrowers of a notice of termination; (b) on the Extended Facility Final Maturity Date; (c) on any Facility Payment Date, to the extent that the shortfall in the Available Amount results from non payment (in whole or in part) of the State Contribution; (d) to the extent it is necessary to meet any of the Issuer's obligations towards any Liquidity Facility Provider (or to replenish any Liquidity Facility Reserve), any holder of Relevant Notes, any lender under any Relevant Funding Loan and/or any other party to the Transaction Documents; and (d) with respect to Interest and Cost Rolling only, on the Facility Payment Date falling in July 2008 and any previous Facility Payment Date.

A deferral of payment by way of Interest and Cost Rolling and/or Principal Rolling will not constitute a termination event or a failure by the Borrowers in their obligations to pay interest and/or principal under the Project Loan Tranches.

In the case of both Interest and Cost Rolling and Principal Rolling, the Borrowers shall hold the Issuer indemnified and harmless against any loss, cost, indemnity or expense incurred by the Issuer as a consequence of the rollover (including, for the avoidance of doubt, any cost in respect of any relevant Hedging Agreement, Additional Hedging Agreement or the relevant Liquidity Facility Agreement).

Payment mechanics

Without limitation to the general liability of the Borrowers, in order to ensure that the payment of interest and other costs relating to each Advance and repayment of principal shall be made, each Borrower undertakes, inter alia: (a) to ensure, to the extent within its control, that the Net TACs are used solely towards the repayment of any amount due by either of them under the Credit Facility Agreement; (b) to obtain an undertaking by each train operator or other counterparty to pay any relevant Gross TACs to the Issuer Collection Account; (c) to indemnify the Issuer for any shortfall deriving from any set-off right that any train operator or other counterparty may have against the relevant Borrower; (d) to open a dedicated account

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with the Collection Accounts Bank into which the State Contributions will be paid or transferred if made as a payment by way of increase of capital or otherwise.

RFI undertakes, inter alia, to

(a) calculate the Forecasted Gross TACs and the Forecasted Net TACs for each year, starting from the period beginning on 1 July 2008, until the earlier of the date when all amounts due and payable under the Credit Facility Agreement have been paid in full and the Extended Facility Final Maturity Date, as the case may be;

(b) appoint, after consultation with the Issuer and on the basis of indications from the Rating Agencies, the TACs Confirmation Agent;

(c) determine by 15 September in each year up to and including until the earlier of the year in which the Extended Facility Final Maturity Date falls and the date when all amounts due and payable under the Credit Facility Agreement have been paid in full, the amount of the State Contribution due and payable in the following year in respect of the Facility Payment Date in that following year.

The Parties have agreed, inter alia, that:

(i) The operating expenses element of the Permitted Payments is subject to a cap as determined in accordance with the Credit Facility Agreement;

(ii) The State Contribution will be determined, in any case other than as indicated in paragraphs (iii) and (iv) below, as the Amount Due (servizio del debito) on a Facility Payment Date less the Forecasted Net TACs in respect of the Reference Period ending immediately prior to such Facility Payment Date;

(iii) In respect of a Facility Payment Date, if (a) such date is a Mandatory Prepayment Date on which a mandatory prepayment is due in the circumstances described in paragraph (v) of the mandatory prepayment events listed above; and (b) the portion of the Amount Due which is attributable to the Advances under a Project Loan Tranche represents the entire outstanding amount (for principal, interest or otherwise) in respect of all the Advances under such Project Loan Tranche; and (c) the Issuer is in a position (notwithstanding any cash available for such purposes recorded in the Issuer Collection and Reserve Record and assuming that the Gross TACs collected in the Reference Period ending immediately prior to such Facility Payment Date result as being lower than the Forecasted Gross TACs for such Reference Period) such that it may not have sufficient funds available to meet its obligations on the Payment Date immediately following such Facility Payment Date, then the State Contribution shall be increased, to the extent necessary, up to the Amount Due;

(iv) if all or any part of each Advance becomes immediately due and payable and the Issuer is in a position (notwithstanding any cash available for such purposes recorded in the Issuer Collection and Reserve Record and assuming that the Gross TACs collected in the Reference Period ending immediately prior to such Facility Payment Date result as being lower than the Forecasted Gross TACs for such Reference Period) such that it may not have sufficient funds available to meet its obligations on the Payment Date

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immediately following such Facility Payment Date, then the State Contribution shall be increased, to the extent necessary, up to the Amount Due.

Calculation of Available Amount

On each First Loan Calculation Date, the Project Facility Manager will calculate the excess cash available for payments on the following Facility Payment Date and the amount by which the State Contribution due to be paid in respect of such Facility Payment Date can be reduced and will notify such amounts to RFI, which will in turn notify the reduced amount of the State Contribution to the Ministry of Economy and Finance and the Ministry of Infrastructure and Transport. The Project Facility Manager will calculate the Available Amount in relation to each Facility Payment Date.

On each Facility Payment Date, the Available Amount will be applied by the Project Facility Manager for payment of the amount due and payable on such date to the Issuer under any and each Advance on such date, including (i) any amount due as a consequence of any event of mandatory prepayment, or of acceleration and (ii) any other amount due under the Credit Facility Agreement due on such Facility Payment Date (the "Amount Due"). In the event that the Available Amount is less than the Amount Due, the Available Amount will be applied in making the payments in the order of priority set out in the Credit Facility Agreement.

For the avoidance of doubt, following a termination of the Credit Facility Agreement, the Gross TACs will continue to be paid into the Issuer Collection Account and applied by the Project Facility Manager in discharge of the Borrowers' obligations under the Credit Facility Agreement.

If the State Contribution is not credited, in full, to the Issuer Collection Account on or before 10 July in each year in which it is due, the Project Facility Manager shall promptly notify each Borrower and the State Contribution Provider and shall request the State Contribution Provider to promptly make the relevant payment into the Issuer Collection Account.

Permitted Payments

The Project Facility Manager will pay (or procure that payment is made) of the following amounts to the relevant Borrower, utilising the funds standing to the credit of the Issuer TACs Collection Record in the Issuer Collection Account:

(i) VAT paid in respect of payments made under the Exploitation Contracts into the Issuer Collection Account;

(ii) amounts to be repaid to train operators or other counterparties under any Exploitation Contract if paid in error into the Issuer Collection Account;

(iii) operating expenses, subject to the agreed cap;

(iv) amounts due in respect of Existing Indebtedness;

(v) tax credit payments due by the Issuer to a Borrower.

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The Exploitation Contracts are the commercial contracts entered into by RFI with train operators or other counterparties whereby RFI grants access to the Project line or leases to the counterparty commercial spaces in the Naples Afragola, Florence A/V, Bologna A/V and Reggio Emilia A/V railway stations connected with the Project (or any part thereof) and any agreement entered into by RFI for the economic exploitation of the Project line in connection with services related to railway transportation.

Duties of the Project Facility Manager

The Project Facility Manager will act as facility agent and will provide certain investment, administrative and calculation services, including: (a) preparing and communicating to the parties and the State Contribution Provider, the Interest Payment Plan and Principal Repayment Plan in respect of each Advance and any revision thereof, if necessary; (b) determining the amount of principal and interest due on each Facility Payment Date under each Project Loan Tranche; (c) carrying out calculations of amounts in accordance with the Credit Facility Agreement, including as to interest due and negative carry due in accordance with the Credit Facility Agreement; (d) apportioning the Available Amount to the outstanding Project Loan Tranches and applying the relevant amounts so determined to the payments due under each Project Loan Tranche; (e) determining any Interest and Cost Rolling or Principal Rolling and notifying the parties and the State Contribution Provider thereof; (f) arranging the payment of Permitted Payments to the Borrowers; (g) notifying the Borrowers of the amount of any ongoing expenses and of any amounts required to be paid in respect of early termination or unwinding of Hedging Agreements or Additional Hedging Agreement; (h) monitoring the circumstances relating to any mandatory prepayment and calculating the amount of any mandatory prepayment; and (i) verifying whether payment of the State Contribution has been paid into the Issuer Collection Account.

Representations and Warranties

The Credit Facility Agreement contains representations and warranties of the Borrowers and the Credit Facility Guarantor in relation to, inter alia: the authority and valid incorporation of the Borrowers and the Credit Facility Guarantor, compliance with GAAP of their financial statements, inexistence of bankruptcy or winding-up proceedings and compliance with law. The representations will be repeated on the drawdown date of each Advance and on the first day of each Interest Period. Additional representations may be included in the Project Loan Tranche Annexes.

Borrowers' Undertakings

The Credit Facility Agreement contains Borrowers undertakings in relation to inter alia: further indebtedness, entry into amendment and termination of Exploitation Contracts, economic exploitation, tariffs, assignment of segments, taxation, environmental compliance, notification of termination events, notification of shareholder meetings, implementation of the Project and transfer of Segments.

Events of Acceleration, Events of Default and Events of Withdrawal

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All amounts disbursed under each Advance will become immediately due and payable, subject to the limitations set out below, upon the occurrence of certain termination events set out in the Credit Facility Agreement including:

(a) insolvency and insolvency proceedings and recapitalisation of either Borrower or FS, unless a termination notice has not been delivered yet by the Issuer and the RFI Concession has been terminated or revoked;

(b) non-payment (other than in case of Interest and Cost Rolling and/or Principal Rolling, administrative or technical error remedied within 3 Business Days, and non payment resulting from an error of the Project Facility Manager in applying the Available Amount);

(c) breaches of material covenants and misrepresentation by either Borrower;

(d) economic exploitation of any Segment being at any time not carried on by RFI;

(e) breach by either Borrower or FS of any obligation under any Transaction Document to which it is a party (unless cured within 30 Business Days);

(f) the MEF ceases to be the sole shareholder of FS, or FS ceases to be the sole shareholder of RFI, or RFI ceases to be the sole shareholder of TAV (unless the method of payment of the State Contribution has changed in a manner satisfactory to the Issuer);

(g) RFI ceases to be the owner of the absolute majority of the ownership and voting rights in TAV, until such time as each Segment of the To-Mi-Na Line has been transferred (after a change, satisfactory to the Issuer, of the method of payment of the State Contribution);

(h) any Borrower ceases to carry on the core business it carries on at the date of the Credit Facility Agreement or a substantial change is made to the general nature of its business;

(i) unlawfulness of the obligations of any Obligor (unless cured within 90 days, from receipt by the Obligor of written notice by the Issuer, or, if earlier, the 60th Business Day preceding the following Facility Payment Date);

(j) the TAV Convention becoming illegal, invalid or unenforceable so as to have a material adverse effect on the ability of any Obligor to perform its material obligations under the Credit Facility Agreement or on the validity or enforceability thereof or the rights or remedies of the Issuer thereunder;

(k) the Contratto di Programma becoming illegal, invalid or unenforceable or in conflict with Article 75 and/or the Implementation Decree so as to have a material adverse effect on the ability of any Obligor to perform its material obligations under the Credit Facility Agreement or on the validity or enforceability thereof or the rights or remedies of the Issuer thereunder;

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(l) termination (decadenza e revoca) of the RFI Concession for any reason, unless payments due under the Credit Facility Agreement are made by the State in the due amount and on the due date or the debt obligations of RFI are assumed by a new concessionaire -and supplemented by the State- at the same terms and conditions;

(m) any of Article 8, Article 75 and the Implementation Decree being (a) stated or declared to be in breach or in conflict with the laws, rules and regulations of the European Union relating to State aid; or (b) revoked, repealed or amended in a manner which materially adversely affects, entirely or partially, the obligations of the Obligors, the obligations of the MEF under Article 75 and/or the Implementation Decree or the rights of the holders of the Notes and/or the lenders of any Funding Loans; or (c) invalid and/or unenforceable as a consequence of the introduction or the variation of any law or any change in its official interpretation or application in a manner which materially adversely affects, entirely or partially, the obligations of the Obligors, the obligations of the MEF under Article 75 and/or the Implementation Decree or the rights of the holders of the Notes and/or the lenders of any Funding Loans;

(n) any of Article 8, Article 75 and the Implementation Decree being challenged before any judicial or administrative authority or there having been any change in its official interpretation or application according to which (i) a State Contribution could be determined and paid other than in accordance with the Implementation Decree (unless the method of payment of the State Contribution has been changed in a manner satisfactory to the Issuer) or (ii) any TACs could be available to any creditor of the Obligors other than the Issuer, unless the Issuer has received a satisfactory legal opinion from a leading specialist confirming that the challenge is not grounded or the MEF has established an alternative method to pay the State Contribution satisfactory to the Issuer;

(o) non payment of the State Contribution in the Issuer Collection Account by the third Business Day after 10 July in each year;

(p) a material adverse effect on the ability of an Obligor to perform its material obligations under any of the Transaction Documents or on their validity or enforceability (unless within 10 days from receipt of a termination notice the Obligors have expressed in writing to the Issuer their intention to consult with the Issuer and such consultation is not concluded in a manner which the Issuer considers satisfactory, within 20 Business Days);

(q) breach of certain general undertakings of FS to maintain insurances and comply with environmental law and environmental permits, in each case in relation to any operating business that FS may carry on in the future.

If an Issuer's notice of termination has been received by the Obligors on a date before a Second Loan Calculation Date in any given calendar year, each Advance shall become payable on the Facility Payment Date falling in the immediately following year, together with accrued interest thereon and any other amount due and payable by the Obligors on such Facility Payment Date, including, but not limited to, hedging costs, break costs, expenses and any additional amount due in respect of any negative carry.

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If an Issuer's notice of termination has been received by the Obligors on a date falling after the Second Loan Calculation Date in any given calendar year, (i) the Amount Due to the Issuer on the immediately following Facility Payment Date shall be payable on such Facility Payment Date; and (ii) each Advance shall become payable on the second Facility Payment Date following such Second Loan Calculation Date, together with accrued interest thereon and any other amount due and payable by the Obligors on such Facility Payment Date, including, but not limited to, hedging costs, break costs, expenses and any additional amount due in respect of any negative carry.

Taxes

All payments to be made by the Borrowers and the Credit Facility Guarantor will be free and clear of all present and future taxes, unless required by law. If any deduction is required, the relevant Borrower and/or the Credit Facility Guarantor will pay an additional amount necessary to ensure that the Issuer receive an amount that would otherwise have been received had no such deduction been required.

Governing Law and Jurisdiction

The Credit Facility Agreement is governed by, and construed in accordance with, Italian law and the courts of Rome have exclusive jurisdiction to settle any disputes that may arise out of or in connection therewith.

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DESCRIPTION OF THE CASH ALLOCATION, MANAGEMENT AND PAYMENT AGREEMENT

The description of the Cash Allocation, Management and Payment Agreement set out below is a summary of certain features of the Cash Allocation, Management and Payment Agreement and is qualified by reference to the detailed provisions of the Cash Allocation, Management and Payment Agreement. Prospective Noteholders may inspect a copy of the Cash Allocation, Management and Payment Agreement upon request at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

On or about the Signing Date, the Issuer will enter into the Cash Allocation, Management and Payment Agreement with the Representative of the Noteholders, the Programme Calculation Agent, the Project Facility Manager, the Transaction Accounts Bank, the Principal Paying Agent and the Luxembourg Paying Agent.

The Transaction Accounts Bank will (i) open in the name of the Issuer and manage in accordance with the Cash Allocation, Management and Payment Agreement, the Payments Account, the Expense Account and any Reserve Account and (ii) provide the Issuer with certain reporting services together with certain handling services in relation to monies from time to time standing to the credit of the Issuer Accounts held with it. In particular, the Transaction Accounts Bank shall deliver to the Issuer, the Representative of the Noteholders, the Project Facility Manager and the Programme Calculation Agent a report on the Issuer Accounts on, inter alia, the first Business Day of each month.

The Principal Paying Agent will calculate the amount of interest payable on the Notes on each Payment Date and to perform certain other calculations in respect of the Notes.

The Programme Calculation Agent will provide the Issuer with certain other calculation, monitoring and reporting services. The Programme Calculation Agent shall prepare and deliver to inter alios the Issuer, the Representative of the Noteholders, the Rating Agencies and the Paying Agents, on or prior to the Investors Report Date, the Investors Report setting out certain information with respect to the Notes. Upon the service of a Trigger Notice by the Representative of the Noteholders, the Programme Calculation Agent shall, on behalf of the Issuer, calculate, prepare and deliver to the Issuer, the Representative of the Noteholders, each of the Other Issuer Creditors and the Rating Agencies a report containing the amount of the Issuer Available Funds and the amounts of each of the payments and allocations to be made by the Issuer pursuant to the Intercreditor Agreement. In addition, the Programme Calculation Agent shall prepare on or prior to each Determination Date and deliver to inter alios the Issuer, the Representative of the Noteholders, the Rating Agencies the Payments Report with respect to the relevant Collection Period containing details of amounts to be paid by the Issuer on the Payment Date following the relevant Determination Date in accordance with the relevant Priority of Payments.

The Luxembourg Paying Agent will provide the Issuer with certain agency services in relation to the Notes.

The Project Facility Manager shall provide to the Programme Calculation Agent the information necessary for the Programme Calculation Agent to be able to complete its

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reporting duties under the Cash Allocation, Management and Payment Agreement and (for as long as the Tesoreria Centrale dello Stato, acting through the Bank of Italy, is the Collection Accounts Bank) shall maintain the Issuer Collection Account Records in relation to the amounts transferred into and out of the Issuer Collection Account. In addition, the Project Facility Manager, on or prior to the Business Day immediately preceding each Determination Date, shall deliver to the Issuer, the Representative of the Noteholders and the Programme Calculation Agent, a copy of the Project Facility Manager's Report.

On or before each Payment Date, the Programme Calculation Agent on behalf of the Issuer, will:

(i) procure the transfer of the relevant amounts from the Payments Account to the Principal Paying Agent or as instructed by the Principal Paying Agent to provide for the payment of principal and interest on the Notes on such Payment Date; and

(ii) instruct the Transaction Accounts Bank to arrange for the transfer of the relevant amounts from the Payments Account to the Other Issuer Creditors and other creditors of the Issuer in respect of amounts due and payable in accordance with the relevant Priority of Payments on such Payment Date and/or during an Interest Period and which are payable on such Payment Date,

in each case to the extent that Issuer Available Funds are available for such purposes and in accordance with the Priority of Payments and the Cash Allocation, Management and Payment Agreement. No payments may be made out of the Issuer Accounts which would thereby cause or result in such accounts becoming overdrawn.

Subject to the provisions of the Intercreditor Agreement, in return for the services provided under the Cash Allocation, Management and Payment Agreement, the Issuer shall pay to the Programme Calculation Agent, the Transaction Accounts Bank and the Paying Agents an annual fee. The details of the above fees are set out in a side letter to the Cash Allocation, Management and Payment Agreement.

The Cash Allocation, Management and Payment Agreement will be governed by, and shall be construed in accordance with, Italian law.

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DESCRIPTION OF THE INTERCREDITOR AGREEMENT

The description of the Intercreditor Agreement set out below is a summary of certain features of the Intercreditor Agreement and is qualified by reference to the detailed provisions of the Intercreditor Agreement. Prospective Noteholders may inspect a copy of the Intercreditor Agreement at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

On or about the Signing Date, the Issuer, the Project Facility Manager, the Representative of the Noteholders, the Transaction Accounts Bank, the Paying Agents, the Programme Calculation Agent, the Borrowers, the Credit Facility Guarantor and the Group Holding Company will enter into the Intercreditor Agreement, pursuant to which provision is made as to the application of the Issuer Available Funds in accordance with the Priority of Payments and as to the circumstances in which the Representative of the Noteholders will be entitled to exercise certain rights in relation to the Issuer's Transaction Rights.

The obligations owed by the Issuer to each of the Noteholders and, in general, to each of the Other Issuer Creditors (including, for the avoidance of doubt, the Funding Lenders), including without limitation, the obligations under any Transaction Document to which such Other Issuer Creditor is a party, will be limited in recourse to the Issuer's Transaction Rights, and the Noteholders and the Other Issuer Creditors will have a claim against the Issuer in respect of the items set out in the Priority of Payments only to the extent of the Issuer Available Funds (in each case subject to and as provided in the Intercreditor Agreement, the Cash Allocation, Management and Payment Agreement, the Conditions and the other Transaction Documents).

Under the terms of the Intercreditor Agreement the Issuer, upon the service of a Trigger Notice, shall comply with all directions of the Representative of the Noteholders in relation to the management and administration of the Issuer's Transaction Rights.

Whenever the Representative of the Noteholders receives or seeks instructions from the Noteholders and/or the Funding Lenders it shall be obliged to inform and seek instructions from all the other Funding Lenders and/or Noteholders in accordance with the terms of the Intercreditor Agreement, unless, in its sole opinion, the instructions affect only the Noteholders or the Funding Lenders who have given such instructions or from whom such instructions are sought. Otherwise, the Representative of the Noteholders shall only be bound to give effect to an Extraordinary Resolution of the Noteholders or instruction of the Funding Lenders, as the case may be, if, these have been approved by the requisite majority of all the Noteholders and the Funding Lenders in accordance with the Intercreditor Agreement.

If and to the extent permitted by applicable law, upon a Trigger Notice being served in connection with a Trigger Event regarding Condition 15(iv)(Insolvency of the Issuer) or Condition 15(v)(Winding up of the Issuer), the Representative of the Noteholders may direct the Issuer to dispose of the Issuer's Transaction Rights if (i) so requested by the holders of the Notes then outstanding and the Funding Lenders under the outstanding Funding Loan Agreement(s) strictly in accordance with the instruction approved thereby; (ii) a sufficient amount would be realised to allow discharge in full of all amounts owing to the Noteholders and Funding Lenders and amounts ranking in priority thereto or pari passu therewith, or alternatively a certificate issued by a reputable bank or financial institution stating that the

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purchase price for the Issuer's Transaction Rights is adequate (based upon that bank or financial institutions' evaluation of the Issuer's Transaction Rights) has been obtained by the Issuer or by the Representative of the Noteholders; (iii) the relevant purchaser has obtained all the necessary approvals and authorisations; and (iv) the relevant purchaser has produced evidence satisfactory to the Representative of the Noteholders that it is not insolvent.

The Issuer will undertake to enter into a Liquidity Facility Agreement(s) (on the terms set out in the Intercreditor Agreement) with the Liquidity Facility Provider(s). See "Description of the Liquidity Facility Agreement(s)". If the Issuer fails to do this, it shall be obliged to establish the Liquidity Facility Reserve for the Required Liquidity Amount to be held in the Issuer Collection Account and recorded in the Issuer Liquidity Reserve Record. The Liquidity Facility Reserve, if any, will be funded through a mandatory prepayment of a Project Loan Tranche in accordance with the Credit Facility Agreement or using Available Accumulation Amount (if any).

The Available Accumulation Amount means, at any time, the Accumulation Amount less the difference (if positive) between (a) the aggregate principal due in respect of all the outstanding Notes and Funding Loans on the Payment Dates falling in the immediately following July and the January immediately thereafter; and (b) the aggregate principal due in respect of the Credit Facility Agreement on the immediately following Facility Payment Date, in each case on the following assumptions:

(i) no adjustment for any indexation on such principal (notwithstanding any adjustment for principal provided for in the terms of the outstanding Notes, Funding Loans or Project Loan Tranches);

(ii) no early redemption or acceleration being made in respect of any of the Notes, Funding Loans or Project Loan Tranches prior to such Payments Dates; and

(iii) no further Notes being issued, no further amounts being drawn down under any Funding Loan Agreement and no further amounts being drawn down in respect of the Credit Facility Agreement prior to such Payment Dates.

The Intercreditor Agreement sets out the terms upon which the Issuer may enter into Hedging Agreements, Additional Hedging Agreements, Funding Loan Agreement(s) and Liquidity Facility Agreement(s) after the Initial Issue Date. In particular, Hedging Agreements and Additional Hedging Agreements may only be entered into with Eligible Hedging Counterparties using International Swaps and Derivatives Association, Inc. documentation governed by English law (unless otherwise agreed by the Rating Agencies at any time) and upon entering into any Hedging Agreement or Additional Hedging Agreement, the Issuer shall assign its rights thereunder to the Representative of the Noteholders in accordance with a Deed of Charge (or grant such other form of security thereover that the Rating Agencies confirm will not adversely affect the ratings of the then outstanding Notes). For a description of the terms on which the Funding Loan Agreement(s) may be entered into, see "Description of the Funding Loan Agreement(s)".

"Eligible Hedging Counterparties" means a hedging counterparty whose (i) short term unsecured, unsubordinated debt obligations are rated at least F1 by Fitch Ratings, P-1 by Moody's and A1 by S&P and (ii) long term unsecured, unsubordinated debt obligations are

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rated at least A1 by Moody's, or such other ratings that are confirmed by the Rating Agencies at the time of entering into the Hedging Agreements or Additional Hedging Agreements to be satisfactory thereto.

Upon entering into any Transaction Documents following the Signing Date, the Issuer will ensure that appropriate disclosure of the terms thereof is made to the existing Noteholders, including, for as long as any Notes are listed at the Luxembourg Stock Exchange and if appropriate, by means of publication of providing supplements to the Offering Circulars in accordance with its obligations to the Luxembourg Stock Exchange.

Each of the Liquidity Facility Provider(s), Hedging Counterparties and Funding Lenders with whom the Issuer enters into Liquidity Facility Agreement(s), Hedging Agreements, Additional Hedging Agreement or Funding Loan Agreement(s), as the case may be, shall accede to the Intercreditor Agreement.

If, notwithstanding the provisions of the Intercreditor Agreement and Law Decree No. 63, the Representative of the Noteholders is of the opinion that it would be advisable or beneficial to the Noteholders and the Other Issuer Creditors to provide security thereto in relation to any of the Transaction Documents entered into after the Signing Date pursuant to the provisions of laws other than the Republic of Italy, the Issuer undertakes to do so in accordance with the instructions of the Representative of the Noteholders.

The Intercreditor Agreement will be governed by, and shall be construed in accordance with, Italian law.

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DESCRIPTION OF THE INTERCOMPANY AGREEMENT

The description of the Intercompany Agreement set out below is a summary of certain features of the Intercompany Agreement and is qualified by reference to the detailed provisions of the Intercompany Agreement. Prospective Noteholders may inspect a copy of the Intercompany Agreement at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

On or about the Signing Date, the Issuer, the Project Facility Manager, the Borrowers, the Credit Facility Guarantor, the Group Holding Company and the Representative of the Noteholders shall enter into the Intercompany Agreement pursuant to which the Group Holding Company and the Borrowers will make certain undertakings in relation to the application of the State Contribution.

The Group Holding Company will undertake, inter alia, to: (i) no later than 2 Business Days after the 30th calendar day preceding any Facility Payment Date on which the Project Facility Manager confirms that an amount of State Contribution will be payable, convene a shareholders' meeting for the purposes of resolving on an increase of its share capital by an amount equal to the State Contribution; (ii) direct its shareholders to pay the capital increase to its FS Group Contributions Account; and (iii) subscribe in full the share capital increase approved at the meeting to be convened by RFI in relation to its capital increase as set out below. The Group Holding Company will undertake not to raise, in connection with the payment due to RFI in respect of the State Contribution, any right of set off it may have towards RFI.

RFI will undertake, inter alia, to: (i) no later than 2 Business Days after the 30th calendar day preceding any Facility Payment Date on which the Project Facility Manager confirms that the State Contribution will be payable, convene a shareholders' meeting for the purposes of resolving on an increase of its share capital by an amount equal to the State Contribution; (ii) direct its shareholders to pay the capital increase to its FS Group Contributions Account; and (iii) subscribe in full any share capital increase approved at the meeting to be convened by TAV in relation to its capital increase as set out below (if any) or otherwise transfer to TAV or directly to the Issuer the amount of State Contribution received by RFI and relating to payments due by TAV to the Issuer pursuant to the Credit Facility Agreement. RFI will undertake not to raise, in connection with the payment due to TAV in respect of the State Contribution, any right of set off it may have towards TAV.

TAV will undertake, inter alia: (i) in the event that on the immediately following Facility Payment Date there will be an amount due by TAV to the Issuer pursuant to the Credit Facility Agreement, no later than 2 Business Days after the 30th calendar day preceding any Facility Payment Date on which the Project Facility Manager confirms that the State Contribution will be payable, to convene a shareholders' meeting for the purposes of resolving on an increase of its share capital equal to the amount of State Contribution attributable to TAV in order to fulfil its obligations to the Issuer under the Credit Facility Agreement on such Facility Payment Date, unless RFI has notified TAV in writing that the State Contribution will be paid by RFI to the Issuer directly or to TAV, other than by means of a

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capital increase; and (ii) to direct its shareholders to pay any capital increase or other transfer of the State Contribution to TAV to its FS Group Contributions Account.

The Intercompany Agreement will be governed by, and shall be construed in accordance with, Italian law.

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DESCRIPTION OF THE ISSUER COLLECTION ACCOUNT LETTER AND THE FS GROUP CONTRIBUTION ACCOUNTS LETTERS

The description of the Issuer Collection Account Letter and the FS Group Contribution Accounts Letters set out below is a summary of certain features of those letters and is qualified by reference to the detailed provisions thereof. Prospective Noteholders may inspect a copy of the Issuer Collection Account Letter and the FS Group Contribution Accounts Letters at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

On or about the Signing Date, the Issuer will send the Issuer Collection Account Letter to the Collection Accounts Bank, copied to the Representative of the Noteholders, the Programme Calculation Agent and the Transaction Accounts Bank instructing the Collection Accounts Bank to accept instructions solely from the Project Facility Manager. Such instructions to the Collection Accounts Bank may only be changed by express written request by the Representative of the Noteholders. The Issuer will instruct the Collection Accounts Bank to deliver to the Issuer, the Programme Calculation Agent, the Representative of the Noteholders and the Transaction Accounts Bank the statements relating to the Issuer Collection Account on a monthly basis.

On or about the Signing Date, each of the Borrowers will send a FS Group Contribution Accounts Letter to the Collection Accounts Bank, copied to the Issuer and the Representative of the Noteholders, asking the Collection Accounts Bank to transfer all amounts available from time to time on their respective FS Group Contributions Account (i) to the FS Group Contributions Account held by TAV or the Issuer Collection Account, in accordance with the instructions to be given by RFI, in respect of the amounts credited to the FS Group Contributions Account held by RFI and (ii) to the Issuer Collection Account in respect of the amounts credited to the FS Group Contributions Account held by TAV. Such instructions to the Collection Accounts Bank may only be changed by joint written request from RFI and the Issuer or TAV and the Issuer, as the case may be. Each of the Borrowers will instruct the Collection Accounts Bank to deliver to relevant Borrower, as applicable, the Issuer and the Representative of the Noteholders the statements relating to the relevant FS Group Contribution Account whenever monies are transferred to or from such account.

The Issuer Collection Account Letter and the FS Group Contribution Accounts Letters will be governed by, and shall be construed in accordance with, Italian law.

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DESCRIPTION OF THE TRANSFER AGREEMENT

The description of the Transfer Agreement set out below is a summary of certain features of the Transfer Agreement and is qualified by reference to the detailed provisions of the Transfer Agreement. Prospective Noteholders may inspect a copy of the Transfer Agreement at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

On or about the Signing Date, the Issuer, the Group Holding Company, RFI and TAV shall enter into the Transfer Agreement pursuant to which the Issuer will irrevocably grant to the Group Holding Company, RFI and TAV a right to assign, subject to certain conditions, to the Issuer (and the Group Holding Company, RFI and TAV will irrevocably grant the Issuer a right to acquire) from time to time their respective claims against the State Contribution Provider with respect to the State Contribution due therefrom on or prior to the immediately following Facility Payment Date, including any State Contribution due as a consequence of an acceleration of the Credit Facility Agreement.

In no event shall the assignor be liable towards the Issuer for the non-performance of the obligations of the State Contribution Provider under the assigned claims. The Group Holding Company, RFI and TAV will be liable towards the Issuer for any loss or damage deriving from the non-existence, in full or in part, asserted or verified, of the claims vis-à-vis the State Contribution Provider only where and to the extent that such non-existence is attributable to FS, RFI or TAV.

The rights granted under the Transfer Agreement may be exercised by the Group Holding Company, RFI and TAV acting jointly, or by the Issuer, respectively, in accordance with the terms of the Transfer Agreement. Any such assignment shall be notified by RFI, TAV or the Group Holding Company or by the Issuer (in the case of an exercise by the latter of its right to acquire the State Contribution) to the State Contribution Provider, with a copy to the Issuer, in accordance with the applicable laws and regulations in order to render any such assignment binding and enforceable against the State Contribution Provider. Written instructions will be given to pay the relevant State Contribution to the Issuer Collection Account. Any such assignment shall then discharge pro tanto to the extent of the amount of the State Contribution in respect of which the notice of exercise of the rights granted under the Transfer Agreement is given, the payment obligations of the Borrowers falling due on such Facility Payment Date.

The Transfer Agreement will be governed by, and shall be construed in accordance with, Italian law.

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DESCRIPTION OF THE LIQUIDITY FACILITY AGREEMENT(S)

The description of the Liquidity Facility Agreement(s) set out below is a summary of certain features that the Liquidity Facility Agreement(s) are expected to contain and is qualified by reference to the detailed provisions of the Liquidity Facility Agreement(s). Prospective Noteholders may inspect a copy of the Liquidity Facility Agreement(s) at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

Pursuant to the Intercreditor Agreement, the Issuer has undertaken to enter into the Liquidity Facility Agreement(s) on, inter alia, the following terms:

(i) The Liquidity Facility Provider(s) shall have the minimum rating required by the Rating Agencies then rating the outstanding Notes;

(ii) The commitment shall be for 364 days, renewable two months prior to the expiry of the Liquidity Facility Agreement;

(iii) The Liquidity Facility Agreement(s) shall be governed by Italian law;

(iv) The amount available under the Liquidity Facility Agreement(s) shall be the Required Liquidity Amount;

(v) The Liquidity Facility Agreement(s) shall be entered into prior to the Second Loan Calculation Date falling in 2008 for any Series of Notes or Funding Loans then outstanding and prior to each Second Loan Calculation Date thereafter for any Series of Notes or Funding Loans then outstanding; and

(vi) The Liquidity Facility Agreement(s) shall contain limited recourse and non petition language.

Pursuant to the Intercreditor Agreement, the Issuer may not enter into the Liquidity Facility Agreement(s) prior to the accession of the Liquidity Facility Provider(s) to the Intercreditor Agreement.

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DESCRIPTION OF THE DEALER AGREEMENT AND SUBSCRIPTION AGREEMENTS

The description of the Dealer Agreement set out below is a summary of certain features of such agreement and the description of the Subscription Agreements set out below is a summary of certain features that such agreements are expected to contain and are qualified by reference to the detailed provisions of thereof. Prospective Noteholders may inspect a copy of the Dealer Agreement and Subscription Agreements at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

Dealer Agreement

On or about the Signing Date, the Issuer, the Borrowers, the Group Holding Company, the Initial Dealers, the Arrangers and the Representative of the Noteholders will enter into the Dealer Agreement, which will contain certain arrangements under which the Notes may be issued and sold, from time to time, by the Issuer to any one or more of the Dealers.

The Dealer Agreement will contain provisions relating to the appointment of the Representative of the Noteholders. As compensation for its services, the Representative of the Noteholders will be entitled to fees as set out in a separate fee letter. The Issuer will indemnify the Representative of the Noteholders for costs, liabilities, charges, expenses and claims incurred by or made against the Representative of the Noteholders save as a result of fraud, gross negligence or wilful misconduct of the Representative of the Noteholders.

The Dealer Agreement will contain provisions relating to the resignation or termination of appointment of existing Dealers and for the appointment of additional or other dealers acceding as new dealer (i) generally in respect of the Programme or (ii) in relation to a particular issue of Notes.

Pursuant to the Dealer Agreement, the Borrowers and the Group Holding Company will give certain representations and warranties to the Issuer, the Dealers and the Arrangers, and the Issuer will give certain representations and warranties to the Dealers and the Arrangers in relation to, inter alia, themselves and the information given thereby.

The Dealer Agreement will be governed by, and shall be construed in accordance with, Italian law.

Subscription Agreements

The Dealer Agreement will also contain the pro forma of the Subscription Agreements to be entered into in relation to each issue of Notes.

On or prior to the relevant Issue Date, the Issuer, the Borrowers, the Group Holding Company, the Dealers who are parties to such Subscription Agreement (the "Relevant Dealers") and the Representative of the Noteholders will enter into a subscription agreement under which the Relevant Dealers will agree to subscribe for the relevant Series of Notes, subject to the conditions set out therein.

Under the terms of the Subscription Agreement, the Relevant Dealers will confirm the appointment of the Representative of the Noteholders.

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The Subscription Agreement will be governed by, and shall be construed in accordance with, Italian law.

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DESCRIPTION OF THE HEDGING AGREEMENTS AND ADDITIONAL HEDGING AGREEMENTS

The description of the Hedging Agreements and Additional Hedging Agreements set out below is a summary of certain features that those agreements are expected to contain and is qualified by reference to the detailed provisions thereof. Prospective Noteholders may inspect a copy of the Hedging Agreements and Additional Hedging Agreements at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

The Issuer will protect itself against potential mismatches between its obligations under the Notes or Funding Loans (fixed, floating, indexed, currency exchange or otherwise) and its receipts in respect of the Credit Facility Agreement by entering into, from time to time during the Programme, one or more Hedging Agreements with one or more Hedging Counterparties. Each Hedging Agreement may be subject to different terms and conditions as set out in the Pricing Supplement of any Series of Notes.

The Issuer may enter into additional hedging arrangements (fixed, floating, indexed, currency exchange or otherwise) in respect of the Transaction by entering into one or more Additional Hedging Agreements with one or more Hedging Counterparties. Each Additional Hedging Agreement may be subject to different terms and conditions as set out in the relevant supplement to the Offering Circular.

Any such Hedging Agreements or Additional Hedging Agreements may only be entered into by the Issuer in accordance with the terms of the Intercreditor Agreement.

If the rating of any of the Hedging Counterparties fails to comply with the specifications of the Rating Agencies then unless such Hedging Counterparty complies with the requirements set out in the Hedging Agreements or Additional Hedging Agreements, which may require the provision of collateral by the Hedging Counterparties to the Issuer or the taking of certain other actions by the affected Hedging Counterparty as will result in the ratings of the relevant Notes by the Rating Agencies being maintained at the level they were immediately prior to the rating event, the Issuer will have the right to terminate the relevant Hedging Agreement or Additional Hedging Agreement and the swap transaction(s) entered into pursuant thereto. The Hedging Agreements and Additional Hedging Agreements may also be terminated in certain other limited circumstances.

For a full description of the Hedging Agreements and the Additional Hedging Agreements, including the termination provisions thereof, the Noteholders are referred to the relevant Pricing Supplements or supplement to the Offering Circular.

The Hedging Agreements and the Additional Hedging Agreements will be governed by, and shall be construed in accordance with, English law.

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DESCRIPTION OF THE DEED(S) OF CHARGE

The description of the Deed(s) of Charge set out below is a summary of certain features that those documents are expected to contain and is qualified by reference to the detailed provisions thereof. Prospective Noteholders may inspect a copy of the Deed(s) of Charge at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

Pursuant to the Intercreditor Agreement, the Issuer has undertaken, upon its execution of the Hedging Agreements and Additional Hedging Agreements, to enter into English law Deed(s) of Charge with the Representative of the Noteholders (acting on behalf of the Noteholders and the Other Issuer Creditors) and, where appropriate, the relevant Hedging Counterparties, pursuant to which, without prejudice and in addition to the security provided in relation to the Issuer's Transaction Rights under Italian law, the Issuer will assign by way of fixed security to the Representative of the Noteholders (for the benefit of the Noteholders, the Other Issuer Creditors and any other third party creditors of the Issuer in respect of any costs, fees and expenses incurred thereby in relation to the Transaction) all monetary claims and rights and all amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is or will be entitled to from time to time under such Hedging Agreements and Additional Hedging Agreements. The security created by the Deed(s) of Charge will become enforceable on the service of a Trigger Notice.

The Issuer will arrange for any registrations of the Deed(s) of Charge necessary or advisable to make the same enforceable.

The Deed(s) of Charge will be governed by, and shall be construed in accordance with, English law.

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DESCRIPTION OF THE FUNDING LOAN AGREEMENT(S)

The description of the Funding Loan Agreement(s) set out below is a summary of certain features that those documents are expected to contain and is qualified by reference to the detailed provisions thereof. Prospective Noteholders may inspect a copy of the Funding Loan Agreement(s) at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

Pursuant to the Intercreditor Agreement, the Issuer has undertaken that, if it enters into Funding Loan Agreement(s), they will be on, inter alia, the following terms and conditions:

(i) the Funding Loan Agreement(s) will provide for a termination event (or event of default) in circumstances equivalent to those constituting a Trigger Event and for an automatic acceleration in full in the event that a Trigger Notice is served;

(ii) in the event that the Funding Loan Agreement(s) provides for a termination event (or event of default) in circumstances other than those constituting a Trigger Event under the Notes, it will provide for an automatic acceleration in full not earlier than:

(a) if the notice of termination or default has been received by the Issuer on a date before a Second Loan Calculation Date in any given calendar year, the Payment Date falling in July in the immediately following year; or

(b) if the notice of termination or default has been received by the Issuer on a date falling after the Second Loan Calculation Date in any given calendar year, the second Payment Date falling in July following such Second Loan Calculation Date;

(iii) the Funding Loan Agreement(s) will allow the Issuer to repay interest and principal due thereunder to the Funding Lenders only on a day which is a Payment Date;

(iv) in the event that the Funding Loan will be granted by multiple Funding Lenders, such Funding Lenders agree to be represented by a common agent which shall represent them also for the purposes of the Intercreditor Agreement;

(v) the provisions contained in the Funding Loan Agreement(s) shall not conflict with the provisions set forth in the Intercreditor Agreement;

(vi) each Funding Loan Agreement will contain limited recourse provisions and non petition language in accordance with similar provision contained in the Intercreditor Agreement;

(vii) the Issuer will inform each of the Rating Agencies then rating the Notes of the terms of each Funding Loan Agreement to be entered into (with express indication of each termination event or event of default thereunder which does not constitute a Trigger Event under the Notes) and the Rating Agencies have confirmed to the Issuer that the entering into of such Funding Loan Agreement will not adversely affect the rating of the Notes then outstanding; and

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(viii) such Funding Loan Agreement can be drawn down only in one advance unless otherwise provided in the Project Loan Tranche Annex executed in respect of the Project Loan Tranche funded through such Funding Loan Agreement and to the extent such Project Loan Tranche Annex contains additional provisions ensuring (through the establishment of reserve funds or any other instrument consistent with the rating of the Notes) the payment in full by the Borrowers of principal, interest and any other amount (including negative carry costs) due by them under the Credit Facility Agreement.

Pursuant to the Intercreditor Agreement, the Issuer may not enter into the Funding Loan Agreement(s) prior to the accession of the Funding Lender(s) to the Intercreditor Agreement.

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TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions of the Notes (the "Conditions") which, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement will apply to each Series of Notes. In the Conditions, references to the "holder" of a Note or to the "Noteholders" are to the ultimate owners of the Notes. The Noteholders are deemed to have notice of and are bound by, and shall have the benefit of, inter alia, the terms of the Rules of Organisation of Noteholders.

1. Introduction

1.1 Programme: Infrastrutture S.p.A. (the "Issuer") has established the ISPA High Speed Railway Funding Note Programme (the "Programme") for the issuance of limited recourse notes (the "Notes") in order to fund the financing of the design, development, construction and start-up of the Turin-Milan-Naples section of the Italian high speed railway (the "Project"). The Programme permits the issuance of Notes of up to €25,000,000,000 in aggregate principal amount at any time less the principal amount outstanding under the Funding Loans (as defined below) at such time. Such maximum amount may be increased at any time in accordance with the provisions of the Dealer Agreement (as defined below).

1.2 Pricing Supplement: Notes issued under the Programme are issued in series (each a "Series") and each Series of Notes will be issued to finance and/or refinance the Project. Each Series is the subject of a pricing supplement (each, a "Pricing Supplement") in which will be set out, inter alia, the amount of proceeds of the Series of Notes to be used for the purposes of financing/refinancing the Project (such proceeds, the "Financing Proceeds") and the amount of proceeds of the Series of Notes to be used for the purposes of refinancing the Issuer with respect to the Project (such proceeds, the "Refinancing Proceeds"). The terms and conditions applicable to any particular Series of Notes are these terms and conditions as supplemented, amended and/or replaced by the relevant Pricing Supplement (the "Conditions" and any reference to a numbered Condition shall be construed accordingly). In the event of any inconsistency between these Conditions and the relevant Pricing Supplement, the relevant Pricing Supplement shall prevail and each Noteholder (as defined below), by reason of holding Notes, confirms and accepts the terms of the relevant Pricing Supplement and the amendments and supplements made thereby to these Conditions.

1.3 Issuer's Transaction Rights: The principal source for the payment of interest on, and repayment of principal of, the Notes and Funding Loans will be the amounts received by the Issuer as payment of interest and repayment of principal in respect of the advances made thereby to Rete Ferroviaria Italiana S.p.A. ("RFI") and/or Treno Alta Velocità - T.A.V. S.p.A. ("TAV" and together with RFI, the "Borrowers") in accordance with the Credit Facility Agreement (as defined below). Alternatively the Issuer may fund the payment of interest on, and repayment of principal of the outstanding Notes using Refinancing Proceeds or monies drawn down under loans received from banks (the "Funding Loans"). The principal sources for the payment of amounts due to the Issuer under the Credit Facility Agreement will be:

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(i) the collections and recoveries in connection with the claims and proceeds deriving from the use of the Turin-Milan-Naples line of the Italian high speed/high capacity railway system net of certain Permitted Payments (as defined below) (the "Net Track Access Charges" or the "Net TACs"); and

(ii) collections and recoveries from the Republic of Italy (the "State Contribution Provider") due pursuant to Article 75 of Law No. 289 of 27 December 2002 ("Article 75") as implemented by the decree issued on 23 December 2003 by the Ministry of Economy and Finance and the Ministry of Infrastructure and Transport (the "Implementation Decree") (the "State Contribution" and, together with the Net TACs, the "Credit Facility Cash Flow").

The monetary rights deriving from the First Project Loan Tranches (as defined below) and any other rights relating to the First Project Loan Tranches (including the Issuer's rights under the Transaction Documents (as defined below) relating to the First Project Loan Tranches and any cash flow deriving therefrom to the Issuer) (together, the "Issuer's Initial Transaction Rights") shall be segregated by the Issuer prior to the First Loan Date (as defined below) in accordance with the terms of the credit facility agreement entered into on 23 December 2003 between the Issuer, the Borrowers and Infrastrutture S.p.A. as project facility manager (the "Project Facility Manager") (the "Credit Facility Agreement") upon the filing of the relevant resolution of the Issuer with the Chamber of Commerce of Rome.

The Issuer may use the Financing Proceeds (and may use amounts drawn down under Funding Loans) to make available advances under Further Project Loan Tranches (as defined below) to the Borrowers in accordance with the Credit Facility Agreement. Prior to the drawdown of the first advance under each Further Project Loan Tranche, the Issuer will segregate the monetary rights deriving from such Further Project Loan Tranche and any other rights relating to such Further Project Loan Tranche (including the Issuer's rights under the Transaction Documents relating to such Further Project Loan Tranches and any cash flow deriving therefrom to the Issuer) upon the filing of the relevant resolutions of the Issuer with the Chamber of Commerce of Rome (the "Issuer's Subsequent Transaction Rights", together with the Issuer's Initial Transaction Rights, the "Issuer's Transaction Rights"). For the avoidance of doubt, the Issuer's Transaction Rights will not include any amounts payable as commission, fees or otherwise to Infrastrutture S.p.A. in its various roles in relation to the Transaction pursuant to Clause 18 (Commission and Fees) of the Credit Facility Agreement.

The proceeds deriving from the issue of the first three Series of Notes to be issued under the Programme (the "First Series") will be applied by the Issuer (as Financing Proceeds) to fund the first loans to be made to the Borrowers (the "First Project Loan Tranches"). The Financing Proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans, if so specified in the relevant Funding Loan Agreement (as defined below)) will be applied by the Issuer to fund loans to be made to the Borrowers in accordance with the Credit Facility Agreement (the "Further Project Loan Tranches" and, together with the First Project Loan Tranches,

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the "Project Loan Tranches"). The Refinancing Proceeds deriving from the issue of any subsequent Series of Notes (and amounts drawn down under Funding Loans (if so specified in the relevant Funding Loan Agreement)) will constitute Issuer Available Funds (as defined below) and will be applied by the Issuer on the Payment Dates (as defined below) to finance payments to be made by the Issuer in accordance with the relevant Priority of Payments (as defined below).

By virtue of the Transaction Documents and in accordance with Law Decree No. 63 of 15 April 2002 (as converted into law with amendments and as subsequently amended by Law Decree No. 269 of 30 September 2003, converted with amendments into Law No. 326 of 24 November 2003) ("Law Decree No. 63") and pursuant to resolutions of the Issuer filed with the Chamber of Commerce of Rome, the Issuer's Transaction Rights will be available both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders, to the Other Issuer Creditors (as defined below) and to any other creditors of the Issuer in relation to the finance transaction involving the Project (the "Transaction") in priority to the Issuer's obligations to any other creditors, until the repayment in full of the Notes and the Funding Loans. All the Issuer's Transaction Rights will constitute one single patrimonio separato pursuant to Article 8 of Law Decree No. 63.

By virtue of the operation of Article 75 and the Credit Facility Agreement, the Borrowers' right, title and interest in and to the Net TACs and to any sums collected therefrom will be destined with priority to the repayment of amounts due in respect of the Project Loan Tranches and no creditors, other than the Issuer, may attach the destined Net TACs until the repayment in full of the amounts due in respect of Project Loan Tranches.

1.4 Cash Allocation, Management and Payment Agreement: Pursuant to the terms of a cash allocation, management and payment agreement entered into on or about 29 January 2004 (the "Signing Date") between the Issuer, the Project Facility Manager, J.P. Morgan Corporate Trustee Services Ltd. as representative of the holders of the Notes (the "Representative of the Noteholders"), JPMorgan Chase Bank, London branch as programme calculation agent (the "Programme Calculation Agent"), JPMorgan Chase Bank, Milan branch as transaction accounts bank (the "Transaction Accounts Bank"), JPMorgan Chase Bank, Milan branch as principal paying agent (the "Principal Paying Agent") and J.P. Morgan Bank Luxembourg S.A. as Luxembourg paying agent (the "Luxembourg Paying Agent" and, together with the Principal Paying Agent, the "Paying Agents") (the "Cash Allocation, Management and Payment Agreement"), the Programme Calculation Agent, the Transaction Accounts Bank and the Paying Agents will agree to provide the Issuer with certain calculation, notification and reporting services together with account handling services in relation to monies from time to time standing to the credit of the Issuer Accounts (as defined below) and with certain agency services and the Luxembourg Paying Agent has agreed, inter alia, to make available for inspection such documents as may be required from time to time by the rules of the Luxembourg Stock Exchange and to arrange for the publication of any notice to be given to the Noteholders.

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1.5 Liquidity Facility Agreement(s): Pursuant to the terms of liquidity facility agreement(s) (if any) to be entered into between the Liquidity Facility Provider(s) (as defined below) and the Issuer on the terms set out in the Intercreditor Agreement (as defined below) (the "Liquidity Facility Agreement(s)"), the Liquidity Facility Provider(s) will commit to make available to the Issuer from the Payment Date in July 2009 the amount calculated in accordance with the Intercreditor Agreement (the "Required Liquidity Amount"). If drawn down by the Issuer, such advance will be credited to the Payments Account (as defined below) and form part of the Issuer Available Funds for the Notes on the immediately following Payment Date.

1.6 Hedging Agreements: Pursuant to the terms of one or more hedging agreements (the "Hedging Agreements") entered into from time to time during the Programme with one or more Hedging Counterparties (as defined below), the Issuer will protect itself against certain risks (fixed, floating, indexed, currency exchange or otherwise) arising in respect of its obligations under any Series of Notes or Funding Loans. Each Hedging Agreement may be subject to different terms and conditions as set out in the Pricing Supplement of any Series of Notes.

1.7 Additional Hedging Agreements: Pursuant to the terms of one or more additional hedging agreements (the "Additional Hedging Agreements"), entered into from time to time during the Programme, with one or more Hedging Counterparties, the Issuer may enter into additional hedging arrangements in relation to the Transaction. Each Additional Hedging Agreement may be subject to different terms and conditions as set out in the relevant supplement prepared in connection with the Notes and available to Noteholders.

1.8 Deed(s) of Charge: Pursuant to the terms of one or more English law deed(s) of charge (the "Deed(s) of Charge"), entered into from time to time during the Programme between the Issuer and the Representative of the Noteholders (acting on behalf of the Noteholders and of the Other Issuer Creditors) and, where appropriate, the relevant Hedging Counterparties, the Issuer will assign to the Representative of the Noteholders (for the benefit of the Noteholders and the Other Issuer Creditors) by way of fixed security all monetary claims and rights and all amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is or will be entitled to from time to time under the Hedging Agreements and Additional Hedging Agreements entered into by the Issuer.

1.9 Dealer Agreement and Subscription Agreements: Pursuant to a dealer agreement entered into on or about the Signing Date (the "Dealer Agreement") between the Issuer, the Borrowers, Ferrovie dello Stato S.p.A. (the "Group Holding Company"), the Dealers and the Arrangers (each as defined below), the Issuer has agreed the arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and subscribed by, the Dealers. Pursuant to the terms of one or more subscription agreements (the "Subscription Agreements"), entered into from time to time pursuant to the Programme, between inter alios the Issuer and any one or more of the Dealers in relation to each Series of Notes, such Dealers will subscribe and pay for

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such Notes on the relevant Issue Date (as defined below), and such Dealers will appoint the Representative of the Noteholders of the relevant Series of Notes.

1.10 Intercompany Agreement: Pursuant to the terms of an intercompany agreement entered into on or before the Signing Date between the Issuer, the Project Facility Manager, the Borrowers, the Credit Facility Guarantor (as defined below), the Group Holding Company and the Representative of the Noteholders (the "Intercompany Agreement"), the Borrowers and the Group Holding Company have given certain undertakings in relation to the application of the State Contribution for the purposes of fulfilment of payment obligations under the Credit Facility Agreement.

1.11 Issuer Collection Account Letter: Pursuant to the terms of a letter sent by the Issuer to the Collection Accounts Bank (as defined below) on or before the Signing Date (the "Issuer Collection Account Letter") the Issuer has given the Collection Accounts Bank instructions in relation to the operation of the Issuer Collection Account (as defined below).

1.12 Transfer Agreement: Pursuant to the terms of a Transfer Agreement to be entered into between the Issuer, the Group Holding Company, RFI and TAV on or before the Signing Date (the "Transfer Agreement"), the Issuer has granted to each of the Group Holding Company, RFI and TAV a right to assign to the Issuer, and each of the Group Holding Company, RFI and TAV have granted the Issuer a right to acquire, their respective claims against the State Contribution Provider in respect to the next payment of State Contribution due therefrom.

1.13 FS Group Contribution Accounts Letters: Pursuant to the terms of the letters sent by each of the Borrowers to the Collection Accounts Bank on or before the Signing Date (the "FS Group Contribution Accounts Letters"), the Borrowers have given the Collection Accounts Bank instructions in relation to the operation of their respective FS Group Contributions Accounts (as defined below).

1.14 Funding Loan Agreement(s): Pursuant to the terms of funding loan agreement(s) which may be entered into by the Issuer and banks following the Signing Date (the "Funding Loan Agreement(s)") in accordance with the provisions of the Intercreditor Agreement, the Funding Lenders (as defined below) will provide the Funding Loans to the Issuer, in accordance with Law Decree No. 63, to be used for the financing or the refinancing of the Project.

1.15 Intercreditor Agreement: Pursuant to the terms of an intercreditor agreement entered into on the Signing Date between the Borrowers, the Credit Facility Guarantor, the Group Holding Company, the Project Facility Manager, the Representative of the Noteholders, the Transaction Accounts Bank, the Programme Calculation Agent, the Principal Paying Agent and the Luxembourg Paying Agent (and, together with the Liquidity Facility Provider(s) and the Funding Lenders, the "Other Issuer Creditors") and the Issuer (the "Intercreditor Agreement"), the Other Issuer Creditors have agreed to ensure that all the Issuer Available Funds are applied in or towards satisfaction of all the Issuer's payment obligations towards the Noteholders as well as the Other Issuer Creditors, in accordance with the terms of the Intercreditor Agreement.

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1.16 Monte Titoli Mandate Agreement: By a mandate agreement entered into on or prior to the Signing Date (the "Monte Titoli Mandate Agreement") between the Issuer and Monte Titoli S.p.A. ("Monte Titoli"), Monte Titoli will agree to provide the Issuer with certain depository and administration services in relation to the Notes.

1.17 The Notes: Unless otherwise stated, all subsequent references in these Conditions to "Notes" are to the Notes issued under any Series of the Programme which are the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available for inspection and may be obtained by Noteholders during normal business hours at the Specified Office (as defined below) of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

1.18 Summaries: These Conditions include summaries of, and are subject to, the detailed provisions of the Credit Facility Agreement, the Project Loan Tranche Annexes (as defined below), the Dealer Agreement, the Subscription Agreements, the Intercreditor Agreement, the Cash Allocation, Management and Payment Agreement, the Intercompany Agreement, the Issuer Collection Account Letter, the FS Group Contribution Accounts Letters, the Transfer Agreement, the Hedging Agreements, the Additional Hedging Agreements, the Deed(s) of Charge, the Liquidity Facility Agreement(s) and the Funding Loan Agreement(s) (together with these Conditions, the "Transaction Documents"). Copies of such Transaction Documents are available for inspection during normal business hours by the Noteholders at the Specified Office of the Representative of the Noteholders and the Specified Office of the Luxembourg Paying Agent.

The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all provisions of the Transaction Documents applicable to them. In particular, each Noteholder, by reason of holding Notes, recognises the Representative of the Noteholders as its representative and accepts to be bound by the terms of each of the Transaction Documents signed by the Representative of the Noteholders as if such Noteholder was a signatory thereto.

1.19 Rules of Organisation of Noteholders: The rights and powers of the Noteholders may only be exercised in accordance with the rules of organisation of Noteholders (respectively, the "Rules of Organisation of Noteholders" and the "Organisation of Noteholders") which are attached hereto and deemed to form part of these Conditions.

2. Interpretation

2.1 Definitions: In these Conditions the following expressions shall, except where the context otherwise requires, have the following meanings:

"Accumulation Amount" means any Issuer Available Funds remaining after the payment in full of items (i) to (xi) in the Pre Event Priority of Payments on any Payment Date on which there is Principal Amount Outstanding on any Series of Notes or principal outstanding on any Funding Loan.

"Additional Hedging Agreements" has the meaning given to that term in Condition 1 (Introduction).

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"Additional Reserve Record" means the record of amounts received in respect of any additional reserve amounts (if any) which the Issuer is required to create pursuant to the Intercreditor Agreement and/or any Pricing Supplement.

"Amortising Notes" means a Note specified as such in the relevant Pricing Supplement.

"Arrangers" means MCC, Morgan Stanley and UBS.

"Article 75" has the meaning given to that term in Condition 1 (Introduction).

"Banking Act" means Legislative Decree No. 385 of 1 September 1993 (as amended and supplemented).

"Borrowers" has the meaning given to that term in Condition 1 (Introduction).

"Bullet Notes" means a Note specified as such in the relevant Pricing Supplement.

"Business Centre" means the city or cities specified as such in the relevant Pricing Supplement.

"Business Day" means:

(i) in relation to any sum payable in Euro, a TARGET Settlement Day and a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments generally in each (if any) Business Centre; and

(ii) in relation to any sum payable in a currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Business Centre.

"Business Day Convention", in relation to any particular date, has the meaning given in the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings:

(i) "Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;

(ii) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;

(iii) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;

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(iv) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Pricing Supplement as the specified period after the calendar month in which the preceding such date occurred provided, however, that:

(A) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;

(B) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and

(C) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and

(v) "No Adjustment" means that the relevant date shall not be adjusted in accordance with any Business Day Convention;

"Cancellation Date" has the meaning given to that term in Condition 11 (Redemption, Purchase and Cancellation).

"Cash Allocation, Management and Payment Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Cash Reserve Amount" means the amount to be withheld from an advance to be made to a Borrower and to be credited to the Issuer Collection Account and recorded in the Issuer Cash Reserve Record on any Issue Date of Notes or drawdown under a Funding Loan Agreement to form part of the Issuer Available Funds on the immediately following Payment Dates up to and including the next Payment Date falling in July, in each case as specified in the relevant Pricing Supplement or Funding Loan Agreement, as the case may be.

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme, Luxembourg.

"Collection Accounts Bank" means Tesoreria Centrale dello Stato, acting through the Bank of Italy.

"Collection Period" means, in respect of any Determination Date, the period from (and including) the preceding Determination Date to (but excluding) such Determination Date or, in respect of the first Collection Period, the period from (and including) the Initial Issue Date to the first Determination Date;

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"Conditions" has the meaning given to that term in Condition 1 (Introduction).

"CONSOB" has the meaning given to that term in Condition 3 (Form, Denomination and Title).

"CONSOB Resolution No. 11768" has the meaning given to that term in Condition 3 (Form, Denomination and Title).

"Credit Facility Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Credit Facility Cash Flow" has the meaning given to that term in Condition 1 (Introduction).

"Credit Facility Guarantor" means RFI as guarantor of the obligations of TAV as Borrower under the Project Loan Tranches.

"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period, the "Calculation Period"), in relation to any Note Actual/360 (as defined below), or such day count fraction as may be specified in the relevant Pricing Supplement: and

(i) if "Actual/Actual (ISMA)" is so specified, means:

(a) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

(b) where the Calculation Period is longer than one Regular Period, the sum of:

(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;

(ii) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

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(iii) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;

(iv) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;

(v) if "30/360" is so specified, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and

(vi) if "30E/360" or "Eurobond Basis" is so specified means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of the final Calculation Period, the date of final maturity is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).

"Dealer Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Dealers" means the Initial Dealers together with any subsequent dealers appointed in accordance with the Dealer Agreement.

"Deed(s) of Charge" has the meaning given to that term in Condition 1 (Introduction).

"Determination Date" means, in relation to a Payment Date, the day falling 5 Business Days prior to such Payment Date.

"Early Partial Redemption Date" means the date specified as such in the relevant Pricing Supplement, from which the Issuer may exercise its option to redeem the Notes early in part in accordance with Condition 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption).

"Early Redemption Amount" means, in respect of any Series of Notes, for which early redemption of a Series of Notes is exercisable by the Issuer in accordance with Condition 11.4 (Early Redemption of a Series of Notes), its Principal Amount Outstanding or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement.

"Early Redemption Date" means the date specified as such in the relevant Pricing Supplement.

"Eligible Account" means an account held with an Eligible Institution.

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"Eligible Institution" means, for the purposes of the Transaction Accounts Bank, any bank located in Italy or acting through a branch located in Italy whose short-term unsecured and unsubordinated debt obligations are rated at least F1 by Fitch Ratings, P-1 by Moody's and A1+ by S&P, and for the Collection Accounts Bank, any bank located in Italy or acting through a branch located in Italy whose long-term unsecured and unsubordinated debt obligations are rated at least Aa2 by Moody's and AA by S&P and whose short-term unsecured and unsubordinated debt obligations are rated at least F1 by Fitch Ratings.

"EURIBOR" means the Euro-zone inter-bank offer rate which appears on the display page designated 248 on the Moneyline Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates).

"Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear System.

"Expense Account" means the account opened by the Issuer with the Transaction Accounts Bank for the deposit of the Expenses Retention Amount and out of which the Expenses will be paid during each Interest Period.

"Expenses" means any documented fees, costs, liabilities and expenses required to be paid to any third party (other than the Noteholders and the Other Issuer Creditors) arising in connection with the Transaction, but excluding any taxes payable by the Issuer (for the account of Infrastrutture S.p.A. rather than for the account of the patrimonio separato) in respect of the segregated assets (patrimonio separato) during each Interest Period prior to the service of a Trigger Notice.

"Expenses Retention Amount" means an amount of €100,000 on the Initial Issue Date and, prior to the service of a Trigger Notice, on each Payment Date thereafter, such amount to be increased once each 5 years in accordance with the Italian Consumer Price Index published by Istituto Nazionale di Statistica, to be funded initially out of the proceeds of the first issue of Notes and subsequently in accordance with the Pre Event Priority of Payments.

"Extraordinary Resolution" the meaning given to that term in the Rules of Organisation of Noteholders.

"Facility Payment Date" means 20 July in each year or, if such day is not a Business Day, the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

"Final Maturity Date" the meaning given to that term in the relevant Pricing Supplement.

"Financing Proceeds" has the meaning given to that term in Condition 1 (Introduction).

"First Loan Date" means the date on which the First Project Loan Tranches are advanced.

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"First Project Loan Tranches" has the meaning given to that term in Condition 1 (Introduction).

"First Series" has the meaning given to that term in Condition 1 (Introduction).

"Fitch Ratings" means Fitch Ratings Limited.

"Fixed Interest Amount" has the meaning given in the relevant Pricing Supplement.

"Fixed Interest Commencement Date" means the date specified as such in the relevant Pricing Supplement.

"Fixed Payment Date" means, in relation to each Series of Notes bearing a fixed rate of interest, 31 July of each year, as adjusted in accordance with the applicable Business Day Convention, if so specified in the relevant Pricing Supplement.

"Fixed Rate Note" means a Note on which interest is calculated at a fixed rate payable in arrear on the relevant Fixed Payment Dates in each year prior to the Scheduled Maturity Date.

"Fixed Rate Note Provisions" means the provisions detailed in Condition 7 (Fixed Rate Note Provisions).

"Floating Interest Amount" means the amount of interest payable on Notes bearing a floating rate of interest calculated by the Principal Paying Agent pursuant to Condition 8 (Floating Rate Note Provisions) on the relevant Interest Determination Date.

"Floating Interest Commencement Date" means the date specified as such in the relevant Pricing Supplement.

"Floating Payment Date" means, in relation to each Series of Notes bearing a floating rate of interest, the 31st day of January and July of each year or 31 July of each year (as specified in the relevant Pricing Supplement), as adjusted in accordance with the applicable Business Day Convention, if so specified in the relevant Pricing Supplement.

"Floating Rate Note" means a Note on which interest is calculated at a floating rate.

"Floating Rate Note Provisions" means the provisions detailed in Condition 8 (Floating Rate Note Provisions).

"Forecasted Gross TACs" means the forecasted Gross TACs determined by the TACs Forecast Manager pursuant to the Implementation Decree and confirmed by the TACs Confirmation Agent.

"FS Group Contributions Accounts" means the accounts opened by each of the Group Holding Company and the Borrowers with the Collection Accounts Bank for the deposit of all amounts received or recovered thereby as State Contribution.

"FS Group Contribution Accounts Letters" has the meaning given to that term in Condition 1 (Introduction).

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"Funding Lenders" means the banks who, from time to time, enter into Funding Loan Agreement(s)(s) with the Issuer, together with any assignees thereof of the rights and obligations thereof under the Transaction Documents to which such persons are party, who have acceded to the Intercreditor Agreement.

"Funding Loans" has the meaning given to that term in Condition 1 (Introduction).

"Funding Loan Agreement(s)" has the meaning given to that term in Condition 1 (Introduction).

"Further Project Loan Tranches" has the meaning given to that term in Condition 1 (Introduction).

"Gross Track Access Charges" or "Gross TACs" means the claims and proceeds deriving from the use of the Turin-Milan-Naples line of the Italian high speed/high capacity railway system;

"Group Holding Company" has the meaning given to that term in Condition 1 (Introduction).

"Hedging Agreements" has the meaning given to that term in Condition 1 (Introduction).

"Hedging Counterparty" or "Hedging Counterparties" means the party or parties who, from time to time, enter into Hedging Agreements or Additional Hedging Agreements with the Issuer in relation to the Transaction.

"Hedging Termination Amount" means any sum due by any Hedging Counterparty to the Issuer as a result of an early termination of the Hedging Agreement or Additional Hedging Agreement in accordance with the provisions set out therein.

"Implementation Decree" has the meaning given to that term in Condition 1 (Introduction).

"Indexation Adviser" means a leading broker, primary dealer or other expert operating in the index linked treasury market or other adviser selected by the Issuer and approved by the Representative of the Noteholders.

"Index" or "Index Figure" means, in relation to any Series of Index Linked Notes, subject as provided in Condition 9.5 (Cessation of or Fundamental Changes to the Index) the index or index figure specified in the relevant Pricing Supplement.

"Index Linked Interest Amount" means the amount of interest payable on Notes bearing an index linked rate of interest calculated by the Principal Paying Agent pursuant to Condition 9 (Index Linked Note Provisions) on the relevant Interest Determination Date.

"Index Linked Interest Commencement Date" means the date specified as such in the relevant Pricing Supplement.

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"Index Linked Notes" means the Series of Notes designated as such in the relevant Pricing Supplement, on which each payment of interest or repayment is linked to an index.

"Index Linked Payment Dates" means, in relation to each Series of Index Linked Notes, the 31st day of January and July of each year or 31 July of each year (as specified in the relevant Pricing Supplement), as adjusted in accordance with the applicable Business Day Convention, if so specified in the relevant Pricing Supplement.

"Initial Dealers" means MCC, Morgan Stanley and UBS.

"Initial Issue Date" means the Issue Date of the First Series.

"Intercreditor Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Intercompany Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Interest Amount" means the Fixed Interest Amount, the Floating Interest Amount or the Index Linked Interest Amount, as the case may be.

"Interest Commencement Date" means a Floating Interest Commencement Date, a Fixed Interest Commencement Date or an Index Linked Interest Commencement Date, as the case may be.

"Interest Determination Date" means, with respect to each Series of Notes, the date specified as such in the relevant Pricing Supplement.

"Interest Period" means, in relation to each Series of Notes, each period from (and including) the Interest Commencement Date for such Series or any Payment Date to (but excluding) the next following Payment Date, provided that the initial Interest Period of the First Series shall begin on (and include) the Initial Issue Date and end on (but exclude) the first Payment Date.

"Interest and Principal Reserve" means, with reference to each Series of Notes or Funding Loan in respect of which interest and/or principal is due and payable on a semi annual basis, the amount determined on the Determination Date immediately prior to the Payment Date falling in July of each year to be payable on the Payment Date in January of the subsequent year, in accordance with the formula for such determination set out (i) in respect of the Notes, in the relevant Pricing Supplement, or (ii) in respect of the Funding Loans, in the relevant Funding Loan Agreement.

"ISDA Determination" means the means of determining a Rate of Interest described in Condition 8.4 (ISDA Determination).

"ISDA Definitions" means the 2000 ISDA Definitions (as amended and updated as at the date of issue of the Notes of the relevant Series (as specified in the relevant Pricing Supplement) as published by the International Swaps and Derivatives Association, Inc.).

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"ISDA Rate" has the meaning given to that term in Condition 8 (Floating Rate Note Provisions).

"Issue Date" has the meaning given in the relevant Pricing Supplement.

"Issue Price" means, in relation to any Series, the issue price specified for such Series in the relevant Pricing Supplement.

"Issuer" has the meaning given to that term in Condition 1 (Introduction).

"Issuer Accounts" means the Payments Account, the Expense Account, the Issuer Collection Account, any Reserve Account and the Permitted Payments Account (if any).

"Issuer Accumulation Record" means the record of any Accumulation Amount paid on any Payment Date.

"Issuer Available Funds" means in respect of any Payment Date, as the case may be, the aggregate of:

(i) all amounts standing to the credit of the Issuer Collection Account at the immediately preceding Determination Date and recorded in the Issuer Collection and Reserve Record (representing, for the avoidance of doubt, (i) all amounts paid to the Issuer in respect of the Credit Facility Agreement on the immediately preceding Facility Payment Date and (ii) all amounts held by the Issuer as at such date in respect of Interest and Principal Reserve, if any); and

(ii) the Refinancing Proceeds from issues of new Series of Notes issued under the Programme and paid into the Payments Account on or prior to the immediately preceding Determination Date; and

(iii) all amounts drawn down under Funding Loans which have been drawn down for the purposes of forming part of the Issuer Available Funds; and

(iv) all amounts (if any) paid or to be paid immediately prior to such Payment Date by the Liquidity Facility Provider(s) into the Payments Account pursuant to the Liquidity Facility Agreement(s); and

(v) all amounts standing to the credit of the Payments Account at the immediately preceding Determination Date (for the avoidance of doubt, with the exception of any Financing Proceeds and amounts drawn down under any Funding Loan Agreement in order to finance the Project); and

(vi) all amounts standing to the credit of the Expense Account at the immediately preceding Determination Date; and

(vii) all amounts standing to the credit of any Reserve Accounts (if any) at the immediately preceding Determination Date (to the extent that such amounts are due, in accordance with the Transaction Documents, to be applied as Issuer Available Funds on such Payment Date); and

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(viii) all amounts standing to the credit of the Issuer Collection Account and recorded in the Issuer Liquidity Reserve Record at the immediately preceding Determination Date (to the extent that such amounts are due, in accordance with the Transaction Documents, to be applied as Issuer Available Funds on such Payment Date); and

(ix) all amounts standing to the credit of the Issuer Collection Account and recorded in the Issuer Accumulation Record at the immediately preceding Determination Date; and

(x) all amounts (if any) paid or to be paid immediately prior to such Payment Date by the Hedging Counterparties into the Payments Account pursuant to the Hedging Agreement(s) or Additional Hedging Agreements (other than Hedging Termination Amounts); and

(xi) all amounts of interest paid on any of the Issuer Accounts during the Collection Period immediately preceding such Payment Date,

provided that, for the avoidance of doubt:

(a) (prior to the service of a Trigger Notice) the Issuer Available Funds will not include any amounts standing to the credit of the Issuer Collection Account on the immediately preceding Determination Date which are recorded in the Issuer TACs Collection Record, the Issuer State Contribution Record, the Issuer Hedging Record or the Issuer Cash Reserve Record;

(b) (following the service of a Trigger Notice) the Issuer Available Funds will not include any amounts standing to the credit of the Issuer Collection Account and recorded in the Issuer TACs Collection Record and which are to be used to make Permitted Payments;

(c) should there be any duplication in the amounts included in the different items of the Issuer Available Funds above, the Programme Calculation Agent shall avoid such duplication when calculating the Issuer Available Funds; and

(d) the Issuer Available Funds will not include any asset (including, without limitation, cash or securities) which is paid or transferred by any Hedging Counterparty to the Issuer as collateral to secure the performance by such Hedging Counterparty of its obligations under a Hedging Agreement together with any income or distributions received in respect of such asset and any equivalent or replacement of such asset into which such asset is transferred but which may not be applied at such time in satisfaction of the obligations of the relevant Hedging Counterparty under the terms of such Hedging Agreement.

"Issuer Cash Reserve Record" means the record of amounts received upon an issue of Notes or drawdown of a Funding Loan which are specified in the relevant Pricing Supplement or Funding Loan Agreement to be withheld from amounts which would otherwise have been advanced to the Borrowers in accordance with the Credit Facility Agreement.

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"Issuer Collection Account" means the Euro denominated account opened by the Issuer with the Collection Accounts Bank, for the deposit of monies received thereby inter alia in respect of the Credit Facility Agreement (including Gross TACs and State Contribution) and in respect of any Interest and Principal Reserve, Accumulation Amount, Hedging Termination Amounts or Cash Reserve Amount.

"Issuer Collection Account Letter" has the meaning given to that term in Condition 1 (Introduction).

"Issuer Collection Account Records" means each of the Issuer TACs Collection Record, the Issuer State Contribution Record, the Issuer Funding Record, the Issuer Hedging Record, the Issuer Cash Reserve Record, the Issuer Liquidity Reserve Record, the Issuer Accumulation Record, the Issuer Collection and Reserve Record and any Additional Reserve Record.

"Issuer Collection and Reserve Record" means the record of (i) the amounts applied as payment in respect of the Credit Facility Agreement on any Facility Payment Date (being transferred from the other Issuer Collection Account Records (other than the Issuer Funding Record, the Issuer Accumulation Record, the Issuer Liquidity Facility Record and any monies recorded in the Issuer TACs Collection Record to be used as Permitted Payments)); (ii) the monies drawn down under a Funding Loan Agreement to the extent that such monies are to be used for refinancing the Notes or the Funding Loan Agreement(s); (iii) the proceeds of any issue of Notes, to the extent they are Refinancing Proceeds; and (iv) any Interest and Principal Reserve paid on any Payment Date.

"Issuer Funding Record" means the record of (i) the monies drawn down under any Funding Loan Agreement to the extent that such monies are to be used for financing advances under the Credit Facility Agreement, and (ii) the proceeds of any issue of Notes, to the extent they are Financing Proceeds;

"Issuer Hedging Record" means the record of amounts received from any Hedging Counterparty as Hedging Termination Amounts.

"Issuer's Initial Transaction Rights" has the meaning given to that term in Condition 1 (Introduction).

"Issuer Liquidity Reserve Record" means the record of amounts received in respect of the Liquidity Facility Reserve.

"Issuer State Contribution Record" means the record of all amounts received in respect of the State Contribution.

"Issuer's Subsequent Transaction Rights" has the meaning given to that term in Condition 1 (Introduction).

"Issuer TACs Collection Record" means the record of all amounts received from the train operators and lessees in respect of Gross TACs.

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"Issuer's Transaction Rights" has the meaning given to that term in Condition 1 (Introduction).

"Law Decree No. 63" has the meaning given to that term in Condition 1 (Introduction).

"Legislative Decree No. 213" has the meaning given to that term in Condition 3 (Form, Denomination and Title).

"Liquidity Facility Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Liquidity Facility Event" means, in relation to the Payment Date in July 2009 and on each Payment Date in July in the following years, the failure of the Issuer to enter into Liquidity Facility Agreement(s) in accordance with the terms set out in the Intercreditor Agreement by the Second Loan Calculation Date of the year immediately preceding the relevant Payment Date.

"Liquidity Facility Provider" or "Liquidity Facility Provider(s)" means the party or parties specified in the relevant Pricing Supplement who, from time to time, enter into Liquidity Facility Agreement(s) with the Issuer in relation to any Series of Notes.

"Liquidity Facility Reserve" means the cash reserve for the Required Liquidity Amount or any part thereof.

"Listing Agent" means J.P. Morgan Bank Luxembourg S.A., a bank incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 rue Plaetis, L-2338, Luxembourg.

"Luxembourg Paying Agent" has the meaning given to that term in Condition 1 (Introduction).

"Margin" has the meaning given in the relevant Pricing Supplement.

"Maximum Rate of Interest" has the meaning given in the relevant Pricing Supplement.

"MCC" means MCC S.p.A. - Capitalia Gruppo Bancario, having its registered office at Via Piemonte 51, 00187 Rome, Italy.

"Meeting" has the meaning given to that term in the Rules of Organisation of Noteholders.

"Member State" means a member state of the European Union.

"Minimum Rate of Interest" has the meaning given in the relevant Pricing Supplement.

"Monte Titoli" has the meaning given to that term in Condition 1 (Introduction).

"Moody's" means Moody's Investors Service.

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"Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear and Clearstream, Luxembourg.

"Monte Titoli Mandate Agreement" has the meaning given to that term in Condition 1 (Introduction).

"Morgan Stanley" means Morgan Stanley & Co. International Limited, having its registered office at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom.

"Net Track Access Charges" or "Net TACs" means the Gross TACs net of certain Permitted Payments.

"Notes" has the meaning given to that term in Condition 1 (Introduction).

"Optional Partial Redemption Amount" has the meaning given to that term in Condition 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption).

"Other Issuer Creditors" has the meaning given to that term in Condition 1 (Introduction).

"Organisation of Noteholders" has the meaning given to that term in Condition 1 (Introduction).

"Paying Agents" has the meaning given to that term in Condition 1 (Introduction).

"Payment Date" means either a Fixed Payment Date, a Floating Payment Date or an Index Linked Payment Date as the case may be.

"Payments Account" means the Euro denominated account opened by the Issuer with the Transaction Accounts Bank, into which inter alia, the proceeds from issues of new Series of Notes and drawdowns under the Funding Loan Agreements will be credited.

"Permitted Payments" means the payments that may be made from the Issuer to the Borrowers in connection with inter alia the operational costs of the Project in accordance with the Credit Facility Agreement and the Implementation Decree.

"Permitted Payments Account" means the Euro denominated account which may be opened by the Issuer with an Eligible Institution for the transfer of Gross TACs from the Issuer Collection Account in the circumstances set out in Clause 16.9 of the Intercreditor Agreement.

"Post Event Priority of Payments" means the order of priority of payments set out in Condition 6.2 (Post Event Priority of Payments).

"Pre Event Priority of Payments" means the order of priority of payments set out in Condition 6.1 (Pre Event Priority of Payments).

"Pricing Supplement" has the meaning given to that term in Condition 1 (Introduction).

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"Principal Amortisation Amount" has the meaning given to that term in Condition 11 (Redemption, Purchase and Cancellation).

"Principal Amount Outstanding" means on any date:

(i) with respect to any Note, the principal amount thereof upon issue less the aggregate amount of all principal payments that have been made on that Note prior to such date, adjusted (in the case of Index Linked Notes) in accordance with the Index or formula as specified in the relevant Pricing Supplement;

(ii) in relation to a Series of Notes, the aggregate Principal Amount Outstanding of all Notes of such Series; and

(iii) in relation to the Notes outstanding at any time, the aggregate Principal Amount Outstanding of all Notes outstanding regardless of Series.

"Principal Available Funds" means, in respect of any Series of Notes then outstanding as at any Payment Date, the Issuer Available Funds less all amounts required pursuant to the relevant Priority of Payment to be paid by the Issuer in priority to the repayment of principal as at such Payment Date.

"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that:

(i) in relation to Euro, it means the principal financial centre of such Member State of the European Union as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Principal Paying Agent; and

(ii) in relation to Australian dollars, it means either Sydney or Melbourne and, in relation to New Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Principal Paying Agent.

"Principal Payment" means any payment repaying the principal of any Note.

"Principal Paying Agent" has the meaning given to that term in Condition 1 (Introduction).

"Principal Repayment Start Date" means, in relation to a Series of Amortising Notes, the Payment Date from which first payment of principal is due in accordance with the Schedule of Amortisation.

"Priorities of Payments" means the Pre Event Priority of Payments and the Post Event Priority of Payments and "Priority of Payments" means either one of them.

"Programme" has the meaning given to that term in Condition 1 (Introduction).

"Programme Calculation Agent" has the meaning given to that term in Condition 1 (Introduction).

"Programme Maturity Date" means the 31 July 2062.

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"Project" has the meaning given to that term in Condition 1 (Introduction).

"Project Facility Manager" has the meaning given to that term in Condition 1 (Introduction).

"Project Loan Tranche Annex" means the project loan tranche annex setting out the terms agreed by the Issuer and the Borrowers relating to a Project Loan Tranche, additional to the terms of the Credit Facility Agreement.

"Project Loan Tranches" has the meaning given to that term in Condition 1 (Introduction).

"Rate of Interest" means in relation to a Series of Notes the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Pricing Supplement or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Pricing Supplement.

"Rating Agencies" means Fitch Ratings, Moody's and S&P.

"Redemption Amount" means the Principal Amount Outstanding or the Early Redemption Amount, as the case may be.

"Redenomination Date" has the meaning given to that term in Condition 21 (Redenomination, Renominalisation and Reconventioning).

"Reference Banks" has the meaning given to that term in Condition 8 (Floating Rate Note Provisions) or, if different in relation to any Series of Notes, those banks specified in the relevant Pricing Supplement.

"Reference Rate" means in relation to each Series of Notes the rate specified in the relevant Pricing Supplement.

"Refinancing Proceeds" has the meaning given to that term in Condition 1 (Introduction).

"Regular Period" means:

(i) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Payment Date and each successive period from and including one Payment Date to but excluding the next Payment Date;

(ii) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Payment Date falls; and

(iii) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year

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to but excluding the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Payment Date falls other than the Payment Date falling at the end of the irregular Interest Period;

"Relevant Date" has the meaning given to that term in Condition 14 (Prescription).

"Relevant Financial Centre" has the meaning given in the relevant Pricing Supplement.

"Relevant Screen Page" has the meaning given in the relevant Pricing Supplement.

"Relevant Time" has the meaning given in the relevant Pricing Supplement.

"Representative of the Noteholders" has the meaning given to that term in Condition 1 (Introduction).

"Reserve Accounts" means any Eligible Accounts established with the Transaction Accounts Bank to be used for the deposit of any reserve of interest, principal or otherwise in accordance with the Intercreditor Agreement.

"Rules of Organisation of Noteholders" has the meaning given to that term in Condition 1 (Introduction).

"S&P" means Standard & Poor's Rating Services, a division of the McGraw Hill Companies.

"Scheduled Amortisation Amount" has the meaning given to that term in Condition 11 (Redemption, Purchase and Cancellation).

"Scheduled Maturity Date" means, with respect to each Series of Bullet Notes, the date specified in the relevant Pricing Supplement for the redemption of the Notes.

"Scheduled Principal Amount Outstanding" means, with respect to each Series of Amortising Notes, the expected principal amount outstanding of such Series of Amortising Notes on each relevant Payment Date according to the Schedule of Amortisation of such Series of Amortising Notes (after payments expected to be made on such date).

"Schedule of Amortisation" means with respect to each Series of Amortising Notes, the expected schedule of amortisation of such Series of Amortising Notes, as specified in the relevant Pricing Supplement.

"Screen Rate Determination" has the meaning given to that term in the relevant Pricing Supplement.

"Security Interest" means any mortgage, charge pledge, lien, right of set-off, special privilege (privilegio speciale), assignment by way of security, retention of title or any other security interest whatsoever or any other agreement or arrangement having the effect of conferring security.

"Series" has the meaning given to that term in Condition 1 (Introduction).

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"Shareholder" means Cassa depositi e prestiti, with offices at Via Goito 4, 00185 Rome, Italy.

"Signing Date" means 29 January 2004.

"Specified Currency" means Euro or such other currency as may be agreed between the Issuer and the relevant Dealer(s).

"Specified Denomination" has the meaning given in the relevant Pricing Supplement.

"Specified Office" means, in relation to each of the Representative of the Noteholders and the Luxembourg Paying Agent, the office notified to the Noteholders for such purposes being, as at the Signing Date, Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom for the Representative of the Noteholders and J.P. Morgan Bank Luxembourg S.A. for the Luxembourg Paying Agent.

"State Contribution" has the meaning given to that term in Condition 1 (Introduction).

"Subscription Agreements" has the meaning given to that term in Condition 1 (Introduction).

"State Contribution Provider" has the meaning given to that term in Condition 1 (Introduction).

"Subordinated Termination Payment" means, subject as set out below, any termination payments due and payable to any Hedging Counterparty under a Hedging Agreement or Additional Hedging Agreement where such termination results from (a) an Additional Termination Event (Ratings Event) as specified in the schedule to the relevant Hedging Agreement or Additional Hedging Agreement, (b) bankruptcy of the relevant Hedging Counterparty, or (c) any default and/or failure to perform by such Hedging Counterparty under the relevant Hedging Agreement or Additional Hedging Agreement, other than, in the event of (a) or (c) above, the amount of any termination payment due and payable to such Hedging Counterparty in relation to the termination of such transaction to the extent of any premium received by the Issuer from a replacement hedging counterparty.

"TACs Confirmation Agent" means the party or parties to be appointed by RFI in order to confirm the Forecasted Gross TACs in compliance with the Implementation Decree and the Credit Facility Agreement.

"TACs Forecast Manager" means RFI or any successor thereto in the management of the Italian national railway system.

"TARGET Settlement Day" means any day (other than a Saturday or a Sunday) on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

"Transfer Agreement" has the meaning given to that term in Condition 1 (Introduction).

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"Transaction" has the meaning given to that term in Condition 1 (Introduction).

"Transaction Accounts Bank" has the meaning given to that term in Condition 1 (Introduction).

"Transaction Documents" has the meaning given to that term in Condition 1 (Introduction).

"Trigger Event" has the meaning given to that term in Condition 15 (Trigger Events).

"Trigger Notice" has the meaning given to that term in Condition 15 (Trigger Events).

"UBS" means UBS Limited, having its registered office at 1 Finsbury Avenue, London EC2M 2PP, United Kingdom.

2.2 Interpretation:

(i) the exhibits hereto constitute an integral and essential part of these Conditions and shall have the force of and shall take effect as covenants;

(ii) headings or subheadings are for ease of reference only and shall not affect the construction of these Conditions; and

(iii) if an expression is stated in Condition 2.1 to have the meaning given in the relevant Pricing Supplement, but the relevant Pricing Supplement gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable to the relevant Notes.

3. Form, Denomination and Title

3.1 Form: The Notes will be in bearer form and will be held in dematerialised form on behalf of the beneficial owners by Monte Titoli for the account of the relevant Monte Titoli Account Holders as of their respective date of issue. Monte Titoli shall act as depository for Euroclear and Clearstream, Luxembourg.

3.2 Book entries: The Notes will at all times be evidenced by book-entries in accordance with the provisions of Legislative Decree No. 213 of 24 June 1998 ("Legislative Decree No. 213") and with Resolution No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa ("CONSOB") as subsequently amended and supplemented ("CONSOB Resolution No. 11768"). No physical document of title will be issued in respect of the Notes.

3.3 Denomination: The Notes are issued in the Specified Denomination(s). Each Series of Notes will have Notes of one denomination only.

4. Status, Ranking and Security

4.1 Status: The Notes will constitute direct obligations of the Issuer, limited in recourse to the Issuer's Transaction Rights.

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4.2 Ranking: The Notes of all Series will rank pari passu and rateably without any preference or priority among themselves for all purposes and pari passu and rateably without any preference or priority with the Funding Loan Agreement(s).

4.3 Issuance in Series: Notes will be issued in Series, but on different terms from each other, subject to the terms set out in the relevant Pricing Supplement in respect of such Series. Notes of different Series will not be fungible among themselves. A Series may be issued in more than one tranche which are fungible among themselves within the Series and each of which will be issued on identical terms save for the first interest payment, the Issue Date and the Issue Price. The Issuer will issue Notes without the prior consent of the holders of any outstanding Notes but subject to certain conditions. It is a condition precedent to the issuance of any Series of Notes (other than the First Series) or tranche of Notes or the entering into of any Funding Loan Agreement that each Rating Agency then rating the outstanding Notes confirms to the Issuer that the issuance of such Notes or entering into of such Funding Loan Agreement will not result in a reduction or withdrawal of the then current ratings of any of the then outstanding Notes.

4.4 Sole obligations: The Notes are obligations solely of the Issuer and are not obligations or responsibilities of, or guaranteed by, any of the Borrowers, the Credit Facility Guarantor, the Group Holding Company, the State Contribution Provider, the TACs Forecast Manager, the TACs Confirmation Agent, the Project Facility Manager, the Representative of the Noteholders, the Liquidity Facility Provider(s), the Programme Calculation Agent, the Transaction Accounts Bank, the Collection Accounts Bank, the Paying Agents, the Hedging Counterparties, the Funding Lenders, the Arrangers, the Dealers, the Shareholder or the Listing Agent.

4.5 Limited Recourse: The obligations of the Issuer to each Noteholder will be limited recourse obligations of the Issuer pursuant to Law Decree No. 63. Each Noteholder will have a claim against the Issuer only to the extent of the Issuer Available Funds available to be applied in payment of the Notes in accordance with the applicable Priority of Payments. The Noteholders acknowledge that the limited recourse nature of the Notes produces the effect of a "contratto aleatorio" under Italian law and the Noteholders are deemed to accept the consequences thereof including but not limited to the provisions set out in Article 1469 of the Italian Civil Code.

4.6 Segregated Assets: The monies received by the Issuer in respect of the Credit Facility Agreement will be destined to the payment of the Issuer's obligations to the Noteholders and the Funding Lenders and, pursuant to the Transaction Documents, will be used by the Issuer to meet its obligations to the Noteholders and the Funding Lenders, the other parties to the Transaction Documents and other creditors of the Issuer in connection with the Transaction, as described in Condition 1 (Introduction).

4.7 Intercreditor Agreement: The Intercreditor Agreement contains provisions regarding the protection of the respective interests of all Noteholders in connection with the exercise of the powers, authorities, rights, duties and discretions of the Representative of Noteholders under or in relation to the Notes or any of the Transaction Documents.

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The Intercreditor Agreement contains provisions for any Liquidity Facility Provider, any Hedging Counterparty and any Funding Lender with whom the Issuer enters into any Liquidity Facility Agreement, Hedging Agreement, Additional Hedging Agreement or Funding Loan Agreement, as the case may be, following the Signing Date to accede to the Intercreditor Agreement.

4.8 Deed(s) of Charge: Pursuant to the Deed(s) of Charge, the Issuer will assign by way of fixed security all monetary claims and rights and all amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is or will be entitled to from time to time under any Hedging Agreements and Additional Hedging Agreements entered into by the Issuer to the Representative of the Noteholders (for the benefit of the Noteholders and the Other Issuer Creditors).

5. Covenants

For so long as any amount remains outstanding in respect of the Notes of any Series or the Programme is in existence, the Issuer shall not, save with the prior written consent of the Representative of the Noteholders, or as provided in or contemplated by any of the Transaction Documents and, in any case, so as not to adversely affect the interests of the Noteholders:

(i) Negative pledge: create or permit to subsist any Security Interest whatsoever over the Issuer's Transaction Rights or any part thereof other than for the benefit of the Noteholders and the Other Issuer Creditors or sell, lend, part with or otherwise dispose of all or any part of the Issuer's Transaction Rights or any of its assets; or

(ii) Restrictions on activities: without prejudice to the right of the Issuer to constitute separate patrimoni separati in accordance with Law Decree No. 63, at any time approve or agree or consent to any act or thing whatsoever which may be materially prejudicial to the interests of the Noteholders or any of the Other Issuer Creditors under the Transaction Documents and shall not do, or permit to be done, any act or thing which may be materially prejudicial to the interests of the Noteholders or any of the Other Issuer Creditors under the Transaction Documents, including, but not limited to, accelerating or terminating the Credit Facility Agreement; or

(iii) De-registrations: ask for de-registration from the register kept by Ufficio Italiano Cambi under article 106 of the Banking Act or from the register kept by the Bank of Italy under article 107 of the Banking Act, for as long as the Banking Act or any other applicable law or regulation requires the Issuer to be registered thereon; or

(iv) No variation or waiver: permit any of the Transaction Documents to which it is party to be amended, terminated or discharged, or exercise any powers of consent or waiver pursuant to the terms of any of the other Transaction Documents to which it is a party, or permit any party to any of the

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Transaction Documents to which it is a party to be released from such obligations; or

(v) Statutory Documents: amend, supplement or otherwise modify its constitutional documents (statuto or atto costitutivo) other than where so required by law or by the competent regulatory authorities or where, in the reasonable opinion of the Issuer, such amendment, supplement or modification is not materially prejudicial to the interests of the Noteholders and the Other Issuer Creditors; or

(vi) Centre of Interest: move its "centre of main interest" (as that term is used in Article 3(1) of Council Regulation (EC) 1346/2000 on insolvency proceedings which came into force on 31 May 2002) outside the Republic of Italy; or

(vii) Branch outside Italy: establish any branch outside Italy; or

(viii) Corporate Records: cease to maintain corporate records, financial statements or books of account in relation to each of its patrimoni separati separate from those of the Shareholder and of any other person or entity; or

(ix) Corporate Formalities: cease to comply with all corporate formalities necessary to ensure its corporate existence and good standing.

6. Priorities of Payments

6.1 Pre Event Priority of Payments: Prior to the delivery of a Trigger Notice, the Issuer Available Funds shall be applied on each Payment Date in making the following payments in the following order of priority (in each case only if and to the extent that payments of a higher priority have been made in full):

(i) First, pari passu and pro rata according to the respective amounts thereof, (a) to pay any Expenses (to the extent that the Expenses Retention Amount standing to the credit of the Expense Account has been insufficient to pay such costs during the immediately preceding Interest Period or such Expenses are due on such Payment Date), and (b) to pay any additional fees, costs, expenses and taxes required to be paid in connection with any listing or deposit of the Notes or to fund any notice to be given to any parties in accordance with any of the Transaction Documents or to the Noteholders;


(iii) Third, pari passu and pro rata according to the respective amounts thereof, to pay (a) any amounts due and payable, in accordance with the Transaction Documents as fees, costs and expenses to the Transaction Accounts Bank, the Programme Calculation Agent, the Paying Agents, the Liquidity Facility Provider(s) and the Project Facility Manager, (b) any other documented costs,

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fees and expenses due to persons who are not party to the Intercreditor Agreement which have been incurred in or in connection with the preservation or enforcement of the Issuer's Transaction Rights, and (c) to credit into the Expense Account the Expenses Retention Amount;



(vi) Sixth, following a Liquidity Facility Event, to replenish the Liquidity Facility Reserve up to but not exceeding the Required Liquidity Amount;

(vii) Seventh, pari passu and pro rata, according to the respective amounts thereof, to pay all amounts of interest then due and payable on any Notes or in respect of any Funding Loan;

(viii) Eighth, to pay all amounts due to be paid as Interest and Principal Reserve in respect of the interest to be paid on the Notes or the Funding Loans on the immediately following Payment Date;

(ix) Ninth, pari passu and pro rata, according to the respective amounts thereof, (a) to pay the Principal Amount Outstanding due and payable in respect of any Bullet Notes (pro rata according to the amounts then due); (b) to pay the Scheduled Amortisation Amount due and payable in respect of any Amortising Notes (pro rata according to the amounts then due); (c) if the Issuer has elected to redeem a Series of Notes in whole but not in part pursuant to Condition 11.4 (Redemption, Purchase and Cancellation - Early Redemption of a Series of Notes), to pay the Principal Amount Outstanding or the Early Redemption Amount, as the case may be, in respect of the relevant Notes; (d) if the Issuer has elected to redeem an Optional Partial Redemption Amount pursuant to Condition 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption), to pay such Optional Partial Redemption Amount in respect of the relevant Notes and (e) to pay all amounts of principal then due and payable in respect of any Funding Loans;

(x) Tenth, to pay all amounts due to be paid as Interest and Principal Reserve in respect of the principal to be paid on the Notes or the Funding Loans on the immediately following Payment Date;

(xi) Eleventh, to pay pari passu and pro rata, according to the respective amounts thereof, any amount due and payable to any Hedging Counterparties arising out of any Subordinated Termination Payment;

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(xii) Twelfth, whilst there is any Principal Amount Outstanding in respect of any Series of Notes or any amounts of principal outstanding and not repaid to the relevant Funding Lenders in respect of any Funding Loan, to pay any excess to the Issuer Collection Account as Accumulation Amount;

(xiii) Thirteenth, following the payment in full of all items under (i) to (xii) above (including, for the avoidance of doubt, the redemption in full of the Notes and the Funding Loans), to pay all excess amounts to RFI.

For the avoidance of doubt, on any Payment Date in January, amounts shall only be due and payable under items (iii)(c), (iv), (vii), (ix) and (xii) and (where applicable) (xiii) of the Pre Event Priority of Payments.

6.2 Post Event Priority of Payments: On any Business Day following delivery of a Trigger Notice (without prejudice to the ability of the Representative of the Noteholders to accumulate funds up to a certain amount in certain circumstances as set out in the proviso below), the Issuer Available Funds shall be applied in accordance with the following order of priority of payments (in each case only if and to the extent that payments of a higher priority have been made in full):

(i) First, pari passu and pro rata according to the respective amounts thereof, (a) to pay any Expenses (to the extent that the Expenses Retention Amount standing to the credit of the Expense Account has been insufficient to pay such costs prior to such date or such Expenses are due on such date), and (b) to pay any additional fees, costs, expenses and taxes required to be paid in connection with any listing or deposit of the Notes, or to fund any notice to be given to the parties in accordance with any of the Transaction Documents or to the Noteholders;


(iii) Third, to pay, pari passu and pro rata, according to the respective amounts thereof, (a) any amounts due and payable, in accordance with the Transaction Documents as fees, costs and expenses to the Transaction Accounts Bank, the Programme Calculation Agent, the Paying Agents, the Liquidity Facility Provider(s) and the Project Facility Manager, and (b) any other documented costs, fees and expenses due to persons who are not party to the Intercreditor Agreement which have been incurred in or in connection with the preservation or enforcement of the Issuer's Transaction Rights;


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(vi) Sixth, pari passu and pro rata, according to the respective amounts thereof, to pay all amounts of interest then due and payable on any Notes or in respect of any Funding Loans;

(vii) Seventh, pari passu and pro rata, according to the respective amounts thereof, to pay all Principal Amount Outstanding in respect of all Notes and all principal outstanding on any Funding Loans;

(viii) Eighth, to pay pari passu and pro rata, according to the respective amounts thereof, any amount due and payable to any Hedging Counterparties arising out of any Subordinated Termination Payment;

(ix) Ninth, following the payment in full of all items under (i) to (viii) above, to pay all excess amounts to RFI.

provided however that if following the delivery of a Trigger Notice, the amount of monies at any time available to the Issuer or the Representative of the Noteholders for the payments above is less than five per cent of aggregate of the Principal Amount Outstanding of all the Notes and all principal amount outstanding under the Funding Loan Agreement(s), the Representative of the Noteholders may, at its discretion, invest such monies in some or one of the investments authorised pursuant to the Intercreditor Agreement. The Representative of the Noteholders at its discretion may vary such investments and may accumulate such investments and the resulting income until envisaged disinvestment proceeds of the accumulations, together with any other funds for the time being under the control of the Representative of the Noteholders and available for such purpose amount to at least five per cent of the aggregate of the Principal Amount Outstanding of all the Notes and the principal amount outstanding under the Funding Loan Agreement(s) and then such accumulations and funds shall be applied to make the payments in accordance with the Post Event Priority of Payments.

7. Fixed Rate Note Provisions

7.1 Application: This Condition 7 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable and is only applicable until the Payment Date corresponding to the Final Maturity Date of the relevant Notes, after which the Floating Rate Note Provisions will apply (if the Notes are still outstanding), unless a Trigger Notice is delivered prior to such Final Maturity Date, in which case the Floating Rate Note Provisions will apply from the Business Day following the date on which such Trigger Notice is delivered until the Cancellation Date thereof.

7.2 Accrual of interest: The Notes bear a fixed rate of interest from the Fixed Interest Commencement Date at the Rate of Interest payable in arrear on each Fixed Payment Date, subject as provided in Condition 12 (Payments). Each Note will cease to bear a fixed rate of interest from the Final Maturity Date following which any Note still

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outstanding will continue to bear interest in accordance with Condition 8 (Floating Rate Note Provisions), unless a Trigger Notice is delivered prior to such Final Maturity Date, in which case the Floating Rate Note Provisions will apply from the Payment Date following the date on which such Trigger Notice is delivered and each Note will cease to bear interest from the relevant Final Maturity Date unless (i) the Issuer has insufficient Issuer Available Funds to redeem any Note in full, in which case Condition 8 (Floating Rate Note Provisions) shall continue to apply in respect of such Notes until the Cancellation Date; and (ii) following the Cancellation Date, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with Condition 8 (Floating Rate Note Provisions) (after as well as before judgment) until the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder.

7.3 Fixed Interest Amount: The amount of interest payable in respect of each Note for any Interest Period prior to the Final Maturity Date (unless a Trigger Notice is delivered prior to such Final Maturity Date, in which case the Floating Rate Note Provisions will apply from the Payment Date following the date on which such Trigger Notice is delivered until the Notes are redeemed in full) shall be the relevant Fixed Interest Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Interest Amount in respect of the relevant Specified Denomination.

7.4 Calculation of Fixed Interest Amount: The amount of interest payable in respect of each Note for any period for which a Fixed Interest Amount is not specified shall be calculated by the Principal Paying Agent by applying the Rate of Interest to the Principal Amount Outstanding of such Note, multiplying the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards). For this purpose a "sub-unit" means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.

8. Floating Rate Note Provisions

8.1 Application: This Condition 8 (Floating Rate Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable.

8.2 Accrual of interest: The Notes bear interest from the Floating Interest Commencement Date at the Rate of Interest payable in arrear on each Floating Payment Date, subject as provided in Condition 12 (Payments). Each Note will cease to bear interest from the relevant Final Maturity Date unless (i) the Issuer has insufficient Issuer Available Funds to redeem any Note in full, in which case this Condition 8 (Floating Rate Note Provisions) shall continue to apply in respect of such Notes until the Cancellation Date; and (ii) following the Cancellation Date, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 8 (Floating Rate Note Provisions) (after as well as

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before judgment) until the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder.

8.3 Screen Rate Determination: If Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Principal Paying Agent on the following basis:

(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Principal Paying Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;

(ii) in any other case, the Principal Paying Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;

(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Principal Paying Agent will:

(A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and

(B) determine the arithmetic mean of such quotations; and

(iv) if fewer than two such quotations are provided as requested, the Principal Paying Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Principal Paying Agent) quoted by the Reference Banks at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) on the first day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time,

and the Rate of Interest for such Interest Period shall be the sum of the applicable Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Principal Paying Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the applicable Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period.

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8.4 ISDA Determination: If ISDA Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the applicable Margin and the relevant ISDA Rate where "ISDA Rate" in relation to any Interest Period means a rate equal to the Floating Rate (as defined in the ISDA Definitions) that would be determined by the Principal Paying Agent under an interest rate swap transaction if the Principal Paying Agent were acting as Principal Paying Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement;

(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement; and

(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offer rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Pricing Supplement.

8.5 Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified.

8.6 Calculation of Floating Interest Amount: The Principal Paying Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Floating Interest Amount payable in respect of each Note for such Interest Period. The Floating Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the Principal Amount Outstanding of such Note during such Interest Period and multiplying the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards). For this purpose a "sub-unit" means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.

9. Index Linked Note Provisions

9.1 Application: This Condition 9 (Index Linked Note Provisions) is applicable only if the relevant Pricing Supplement specifies the Notes as Index Linked Notes.

9.2 Accrual of interest: The Notes bear interest from the Index Linked Interest Commencement Date at the Rate of Interest payable in arrear on each Index Linked Payment Date, subject as provided in Condition 12 (Payments). Each Note will cease to bear interest from the relevant Final Maturity Date unless (i) the Issuer has insufficient Issuer Available Funds to redeem any Note in full, in which case this Condition 9 (Index Linked Note Provisions) shall continue to apply in respect of such

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Notes until the Cancellation Date; and (ii) following the Cancellation Date, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 9 (Index Linked Note Provisions) (after as well as before judgment) until the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder, in each case if so specified in the relevant Pricing Supplement and in accordance with the terms thereof.

9.3 Rate of Interest and Index Linked Interest Amount for Index Linked Notes: The Rate of Interest and the Index Linked Interest Amount in respect of the Notes for each Interest Period shall be determined by the Principal Paying Agent in accordance with these Conditions and the relevant Pricing Supplement and interest will accrue by reference to the Index or formula as specified therein.

9.4 Redemption of Index Linked Notes: If so specified in the relevant Pricing Supplement, the payments of principal in respect of the Notes will be subject to adjustment in accordance with an Index or formula as described in such Pricing Supplement as determined by the Principal Paying Agent. Unless otherwise specified in the relevant Pricing Supplement, no further adjustment to the payments of principal on the Notes will be made after the relevant Final Maturity Date.

9.5 Cessation of or Fundamental Changes to the Index:

(i) Unless otherwise specified in the relevant Pricing Supplement, if (1) the Representative of the Noteholders has been notified by the Principal Paying Agent that the Index has ceased to be published or (2) any change is made to the coverage or the basic calculation of the Index which constitutes a fundamental change which would, in the opinion of the Representative of the Noteholders acting solely on the advice of an Indexation Adviser, be materially prejudicial to the interest of the Noteholders, the Representative of the Noteholders will give written notice of such occurrence to the Issuer, and the Issuer and the Representative of the Noteholders together shall seek to agree for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made.

(ii) If the Issuer and the Representative of the Noteholders fail to reach agreement as mentioned above within 20 Business Days following the giving of notice as mentioned in paragraph (i), a bank or other person in Milan shall be appointed by the Issuer and the Representative of the Noteholders or, failing agreement on and the making of such appointment within 20 Business Days following the expiry of the 20 Business Day period referred to above, by the Representative of the Noteholders (in each case, such bank or other person so appointed being referred to as the "Expert"), to determine for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without

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adjustments) with the intention that the same should leave the Issuer and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer and the Representative of the Noteholders in connection with such appointment shall be borne by the Issuer.

(iii) The Index shall be adjusted or replaced by a substitute index as agreed by the Issuer and the Representative of the Noteholders or as determined by the Expert pursuant to the foregoing paragraphs, as the case may be, and references in these Conditions to the Index and to any Index Figure shall be deemed amended in such manner as the Representative of the Noteholders and the Issuer agree are appropriate to give effect to such adjustment or replacement. Such amendments shall be effective from the date of such notification and binding upon the Issuer, the Representative of the Noteholders, the Noteholders and the Other Issuer Creditors, and the Issuer shall give notice to the Noteholders in accordance with Condition 19 (Notices) of such amendments as promptly as practicable following such notification.

10. Interest provisions applicable to all Notes

10.1 Calculation of other amounts: If the relevant Pricing Supplement specifies that any other amount is to be calculated by the Principal Paying Agent, the Principal Paying Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Principal Paying Agent in the manner specified in the relevant Pricing Supplement.

10.2 Publication: The Principal Paying Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Issuer, the Project Facility Manager, the Representative of the Noteholders, the Luxembourg Paying Agent, the Listing Agent, the Programme Calculation Agent, the Hedging Counterparties, the Liquidity Facility Provider(s), the Borrowers, Monte Titoli and each listing authority, stock exchange and/or quotation system (if any) on which the Notes have then been admitted to listing, trading and/or quotation as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Payment Date) in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Principal Paying Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) in the event of an extension or shortening of the relevant Interest Period.

10.3 Determination or calculation by the Representative of the Noteholders

If the Principal Paying Agent or, where applicable, the Programme Calculation Agent does not at any time for any reason determine the Rate of Interest and/or calculate the

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Interest Amount and/or any other amounts in accordance with the provisions of Condition 8 (Floating Note Provisions) or Condition 9 (Index Linked Notes Provisions), the Representative of the Noteholders as legal representative of the Organisation of Noteholders shall:

(i) determine the Rate of Interest for the Notes at such rate as (having regard to the procedure described above) it shall consider fair and reasonable in all the circumstances; and/or

(ii) calculate the Floating Interest Amount for the Notes in the manner specified in Condition 8.6 (Floating Note Provisions - Calculation of Floating Interest Amount) above; and/or

(iii) calculate any other amounts due to be calculated in accordance with Condition 8 (Floating Note Provisions) as supplemented by the relevant Pricing Supplement; and/or

(iv) calculate any other amounts due to be calculated in accordance with Condition 9 (Index Linked Notes Provisions) as supplemented by the relevant Pricing Supplement,

and any such determination and/or calculation shall be deemed to have been made by the Principal Paying Agent or the Programme Calculation Agent, as the case may be.

10.4 Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of Condition 8 (Floating Note Provisions) or Condition 9 (Index Linked Notes Provisions), whether by the Reference Banks (or any of them), the Principal Paying Agent, the Programme Calculation Agent, the Issuer or the Representative of the Noteholders shall (in the absence of wilful default, bad faith or manifest error) be binding on the Reference Banks and the other parties to the Cash Allocation, Management and Payment Agreement and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders shall attach to the Reference Banks, the Paying Agents, the Programme Calculation Agent, the Issuer or the Representative of the Noteholders in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretion hereunder.

10.5 Reference Banks and Paying Agents: The Issuer shall ensure that, so long as any of the Notes remain outstanding, there shall at all times be three reference banks (the "Reference Banks"). The initial Reference Banks shall be Citibank N.A., Deutsche Bank AG and Sanpaolo IMI S.p.A.. In the event of any such bank being unable or unwilling to continue to act as a Reference Bank, the Issuer shall appoint such other bank as may have been previously approved in writing by the Representative of the Noteholders to act as such in its place. The Paying Agents may not resign until a successor approved in writing by the Representative of the Noteholders has been appointed. If a new Paying Agent is appointed a notice will be published in accordance with Condition 19 (Notices).

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10.6 Unpaid interest: Unpaid interest on the Notes shall accrue no interest unless default interest is specified in the relevant Pricing Supplement as being applicable and upon the terms set out therein.

10.7 At Final Maturity Date: In addition, following the Final Maturity Date and unless otherwise specified in the relevant Pricing Supplement, any Notes outstanding will continue to bear interest until the Cancellation Date and any Notes that are Fixed Rate Notes shall become Floating Rate Notes.

11. Redemption, Purchase and Cancellation

11.1 Redemption: Unless previously redeemed in full as provided in this Condition 11 (Redemption, Purchase and Cancellation), the Notes of each Series will be redeemed at their Principal Amount Outstanding on the relevant Final Maturity Date.

If the Issuer has insufficient Principal Available Funds to redeem any Note in full on the relevant Final Maturity Date, then the Representative of the Noteholders may serve a Trigger Notice on the Issuer pursuant to Condition 15 (Trigger Events).

Following the service of a Trigger Notice:

(i) the Principal Amount Outstanding of any Note which has not been redeemed on its Final Maturity Date shall remain outstanding until the Cancellation Date for such Note; and

(ii) unless otherwise specified in the relevant Pricing Supplement, interest shall continue to accrue on any Note which has not been redeemed on its Final Maturity Date and any payments of interest or principal in respect of such Note shall be made in accordance with the relevant Priority of Payments until the Cancellation Date for such Note.

11.2 Redemption of the Notes prior to the delivery of a Trigger Notice: this Condition 11.2 will apply unless the Notes are redeemed in whole pursuant to Condition 11.4 (Early Redemption of a Series of Notes) or Condition 11.5 (Early Partial Redemption)

(i) Amortising Notes: If the Notes are specified as being Amortising Notes in the relevant Pricing Supplement to the extent that the Issuer has sufficient Principal Available Funds, each Series of Amortising Notes will be redeemed pro rata in part in the amounts specified in the relevant Schedule of Amortisation on each Payment Date on or after the Principal Repayment Start Date in respect of such Series of Notes in accordance with the Priority of Payments (each such payment of principal due and payable, a "Scheduled Amortisation Amount" in respect of such Serie s of Notes).

If the Issuer does not have sufficient Principal Available Funds to pay in full the Scheduled Amortisation Amount payable on any Payment Date, (i) Principal Available Funds will be allocated pro rata, in accordance with the relevant Priority of Payments, between any principal amount due on such date on all Notes of any Series and (ii) any unpaid amount shall be paid to the

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relevant Noteholders on the following Payment Dates together with the Scheduled Amortisation Amount payable on such Payment Date in accordance with the Priority of Payments.

Prior to the delivery of a Trigger Notice and to the extent that the Issuer has sufficient Principal Available Funds, the amount of principal payable in respect of each Series of Amortising Notes on each Payment Date (each, a "Principal Amortisation Amount") shall be calculated with respect to each Payment Date on or after the Principal Repayment Start Date of such Series of Amortising Notes as the Principal Amount Outstanding of such Series of Amortising Notes as at such Payment Date (before payments due to be made on that date) less the Scheduled Principal Amount Outstanding in respect of such Series of Amortising Notes as at such Payment Date; and

(ii) Bullet Notes: If the Notes are specified as being Bullet Notes in the relevant Pricing Supplement, to the extent the Issuer has sufficient Principal Available Funds, each Series of Bullet Notes will be redeemed at its Principal Amount Outstanding on the relevant Scheduled Maturity Date in accordance with the relevant Priority of Payments.

If the Issuer does not have sufficient Principal Available Funds to redeem in full any Series of Bullet Notes on the relevant Scheduled Maturity Date, Principal Available Funds will be allocated pro rata, in accordance with the relevant Priority of Payments, between any principal amount due on such date on all Series of Notes in accordance with the relevant Priority of Payments.

11.3 Redemption of the Notes following the delivery of a Trigger Notice: On any Business Day following delivery of a Trigger Notice (without prejudice to the ability of the Representative of the Noteholders to accumulate funds up to a certain amount in certain circumstances), the Issuer, to the extent that it has sufficient Principal Available Funds, shall redeem the Notes then outstanding in whole or in part.

On any such date for mandatory redemption following the delivery of a Trigger Notice, Notes of each Series will be redeemed on a pari passu and pro rata basis without regard to the relevant Final Maturity Date or the Principal Repayment Start Date.

The Issuer, or the Programme Calculation Agent on its behalf, shall on a date not less than 3 Business Days prior to such date on which such redemption is to take place or commence, give notice of partial or total redemption which is to take place on such date and (in the case of partial redemption) the pro rata amount thereof to the Representative of the Noteholders, the Paying Agents, the Borrowers and the Noteholders and, for so long as any of the Notes are listed on any stock exchange, to such stock exchange as applicable in accordance with Condition 19 (Notices).

11.4 Early Redemption of a Series of Notes: Prior to the delivery of a Trigger Notice, where early redemption of a Series of Notes is specified as being applicable in the relevant Pricing Supplement, on any Payment Date on or after the relevant Early Redemption Date, the relevant Notes outstanding on such Payment Date may be redeemed (in whole

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but not in part) at the option of the Issuer at their Principal Amount Outstanding or, if specified in the relevant Pricing Supplement, at their Early Redemption Amount, together with accrued but unpaid interest up to and including such Payment Date, subject to the Issuer:

(i) giving not less than 30 and not more than 60 days' notice to the Representative of the Noteholders in writing and to the Noteholders in accordance with Condition 19 (Notices) hereof of its intention to redeem the relevant Notes; and

(ii) having provided to the Representative of the Noteholders a certificate duly signed by the Issuer to the effect that it will have the necessary funds (not subject to the interests of any person) on such Payment Date to discharge all of its outstanding liabilities in respect of the relevant Notes and any amount required to be paid under the Intercreditor Agreement in priority to or pari passu with such Notes.

11.5 Early Partial Redemption: Prior to the delivery of a Trigger Notice, where early partial redemption of a Series of Notes is specified as being applicable in the relevant Pricing Supplement, on any Payment Date on or after the relevant Early Partial Redemption Date, the Notes of such Series outstanding on such Payment Date may be redeemed (in part) at the option of the Issuer (in the case of the Amortising Notes, in addition to any Scheduled Amortisation Amount then due) for a principal amount (the "Optional Partial Redemption Amount"), together with accrued but unpaid interest on the Optional Partial Redemption Amount up to and including such Payment Date, subject to the Issuer:

(i) giving not less than 30 and not more than 60 days' notice to the Representative of the Noteholders in writing and to the Noteholders in accordance with Condition 19 (Notices) hereof of its intention to make an optional partial redemption of the Notes in addition to repaying any redemption amount then due on the Notes in any case; and

(ii) having provided to the Representative of the Noteholders a certificate duly signed by the Issuer to the effect that it will have the necessary funds (not subject to the interests of any person) on such Payment Date to discharge all of its outstanding liabilities due in respect of the relevant Notes and any amount required to be paid under the Intercreditor Agreement in priority to or pari passu with such Notes.

Any Optional Partial Redemption Amount paid in accordance with this Condition 11.5 (Early Partial Redemption) will be divided among all the Noteholders of the relevant Series as repayment of Principal Amount Outstanding pro rata to the Principal Amount Outstanding of the Notes then held by the individual Noteholders.

Upon the exercise by the Issuer of its right to make an early partial redemption of any Series of Notes:

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(i) In the event that the early partial redemption has been made in relation to a Series of Bullet Notes, the Principal Amount Outstanding to be repaid on the Scheduled Maturity Date shall be reduced by the Optional Partial Redemption Amount; and

(ii) In the event that the early partial redemption has been made in relation to a Series of Amortising Notes, the Scheduled Amortisation Amounts due on each Payment Date falling after the Payment Date on which the Optional Partial Redemption Amount is paid shall each be reduced by the amount of X as follows:

X = OPRA x SAA / PAO

Where:

OPRA = the Optional Partial Redemption Amount paid in respect of such Series of Notes;

SAA = the Scheduled Amortisation Amount due on such Payment Date in respect of such Series of Notes; and

PAO = the Principal Amount Outstanding immediately prior to the first Payment Date immediately succeeding the date on which the Optional Partial Redemption Amount was paid.

The Issuer may exercise its option to make a payment of Optional Partial Redemption Amount in relation to any Series of Notes any number of times until the redemption in full of such Series, unless otherwise specified in the relevant Pricing Supplement.

11.6 Notice of Redemption: Any such notice as is referred to in Condition 11 (Redemption, Purchase and Cancellation - Redemption of the Notes following the delivery of a Trigger Notice), Condition 11.4 (Redemption, Purchase and Cancellation - Early Redemption of a Series of Notes) and Condition 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption) shall be irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem the Notes in accordance with this Condition 11 (Redemption, Purchase and Cancellation).

If any Principal Payment due to be made on the Notes on any Payment Date will not be made on such Payment Date, a notice to this effect will be given by or on behalf of the Issuer to the Noteholders in accordance with Condition 19 (Notices).

11.7 Purchase by Issuer: The Issuer may at any time purchase any Notes in the open market or otherwise and at any price, using funds which do not form part of the Issuer's Transaction Rights. If purchases are made by tender, tenders must be available to all holders of the Series of Notes which the Issuer intends to buy. All unmatured Notes redeemed or purchased by the Issuer shall be cancelled forthwith and may not be reissued or resold.

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11.8 Cancellation: All Notes redeemed in full in accordance with Conditions 11.1 (Redemption, Purchase and Cancellation - Redemption), 11.2 (Redemption, Purchase and Cancellation - Redemption of the Notes prior to the delivery of a Trigger Notice), 11.3 (Redemption, Purchase and Cancellation - Redemption of the Notes following the delivery of a Trigger Notice), 11.4 (Redemption, Purchase and Cancellation - Early Redemption of a Series of Notes) or 11.5 (Redemption, Purchase and Cancellation - Early Partial Redemption) shall be cancelled. Unless previously redeemed and cancelled as provided in this Condition 11 (Redemption, Purchase and Cancellation), the Notes of each Series will be cancelled on the date (the "Cancellation Date") which is the earlier of (A) the date on which the Project Facility Manager has certified to the Issuer and the Representative of the Noteholders that no further amounts are due to the Issuer in respect of any Project Loan Tranche (including, for the avoidance of doubt, any amounts otherwise due in relation to negative carry), and (B) the date falling 3 years after the Programme Maturity Date. Any amount in respect of principal, interest or other amounts due and payable in respect of the Notes will (unless payment is improperly withheld or refused) be finally and definitively cancelled on the Cancellation Date.

12. Payments

12.1 Principal and interest: Payment of principal and interest in respect of the Notes will be credited, according to the instructions of Monte Titoli, by the Paying Agent on behalf of the Issuer to the accounts of those banks and authorised brokers whose accounts with Monte Titoli are credited with those Notes and thereafter credited by such banks and authorised brokers from such aforementioned accounts to the accounts of the beneficial owners of those Notes or through Euroclear and Clearstream, Luxembourg to the accounts with Euroclear and Clearstream, Luxembourg of the beneficial owners of those Notes, in accordance with the rules and procedures of Monte Titoli, Euroclear or Clearstream, Luxembourg, as the case may be.

12.2 Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 13 (Taxation). No commissions or expenses shall be charged to the Noteholders in respect of such payments.

12.3 Payments on Business Days: If the due date for any payment of principal and/or interest is not a Business Day, the Noteholders will not be entitled to payment of the relevant amount until the immediately following Business Day. Noteholders will not be entitled to any interest or other payment in consequence of any delay after the due date in receiving the amount due as a result of the due date not being a Business Day.

12.4 Principal Paying Agent: The Issuer reserves the right, subject to the prior written approval of the Representative of the Noteholders, at any time to vary or terminate the appointment of the Principal Paying Agent and to appoint another Principal Paying Agent. The Issuer will cause at least 30 days' prior notice of any replacement of the Principal Paying Agent to be given in accordance with Condition 19 (Notices).

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12.5 Luxembourg Paying Agent: The Issuer reserves the right, subject to the prior written approval of the Representative of the Noteholders, at any time to vary or terminate the appointment of the Luxembourg Paying Agent and to appoint another Luxembourg Paying Agent, provided that (for as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) the Issuer will at all times maintain a paying and listing agent with a specified office in Luxembourg. The Issuer will cause at least 30 days' prior notice of any replacement of the Luxembourg Paying Agent to be given in accordance with Condition 19 (Notices).

12.6 Other Paying Agents: Subject to the provisions set forth in Conditions 12.4 (Principal Paying Agent) and 12.5 (Luxembourg Paying Agent), if the conditions for the application of the directive on the taxation of savings income adopted by the EU Council of Economic and Finance Ministers on 3 June 2003 (the "Directive") or any law (whether of a Member State of the European Union or a non-Member State) implementing or complying with, or introduced in order to conform to, the Directive are satisfied, the Issuer agrees that there will at all times be a Paying Agent located in an Member State that will not be obliged to withhold or deduct tax pursuant to the Directive or any law (whether of a Member State of the European Union or a non-Member State) implementing or complying with, or introduced in order to conform to, the Directive.

13. Taxation

13.1 Gross up: All payments of principal and interest in respect of the Notes by or on behalf of the Issuer, shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the Republic of Italy, as the case may be, or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them if no such withholding or deduction had been required, except that no such additional amounts shall be payable in respect of any Note presented for payment:

(i) by or on behalf of a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of its having some connection with the Republic of Italy other than the mere holding of such Note; or

(ii) by any Noteholder who would be entitled to avoid such withholding or deduction by making a declaration of residence or non-residence or other similar claim for exemption and fails to do so in due time;

(iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union Directive on the taxation of savings income implementing the conclusions of the ECOFIN Council meeting of 26-

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27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(iv) in relation to any payment or deduction on principal, interest or other proceeds of any Note on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 as amended or supplemented form time to time;

(v) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State of the European Union;

(vi) in the Republic of Italy;

(vii) more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts if it had presented such Note on the last day of such period of 30 days;

(viii) by, or on behalf of a holder of the Note being a resident of Italy.

In this Condition 13 (Taxation):

"Imposta sostitutiva" as defined in Italian Legislative Decree No. 239 of 1 April 1996 as amended and supplemented from time to time, does not constitute a withholding or deduction for the purposes of this Condition 13.1 (Gross up); and

"Relevant Date" means, in relation to any Notes, the date on which payment in respect of such Notes first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that such payment will be made, provided that payment is in fact made upon such presentation.

13.2 Taxing jurisdiction: If the Issuer takes any action or allows something to be done to it which results in it being subject at any time to any taxing jurisdiction other than the Republic of Italy, as the case may be, references in these Conditions to the Republic of Italy shall be construed as references to the Republic of Italy and/or such other jurisdiction.

14. Prescription

Claims against the Issuer for payments in respect of the Notes shall be prescribed and shall become void unless made within ten years (in the case of principal) or five years (in the case of interest) from the Relevant Date in respect thereof.

In this Condition 14 (Prescription), the "Relevant Date", in respect of a Note, is the date on which a payment in respect thereof first becomes due and payable or (if the full amount of the monies payable in respect of all Notes and accrued on or before that date has not been duly received by the Principal Paying Agent or the Representative of the Noteholders on or prior to such date) the date on which notice that the full amount of

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such monies has been received is duly given to the Noteholders in accordance with Condition 19 (Notices).

15. Trigger Events

If any of the following events (each a "Trigger Event") occurs:

(i) Non-payment:

(a) on the Final Maturity Date or Scheduled Maturity Date in respect of any Series of Notes or, in respect of the Amortising Notes, on any Payment Date on which principal is due and payable thereon, the Issuer defaults in the payment of the amount of principal due on such Notes on such date and such default is not remedied within a period of seven Business Days from the due date thereof; or

(b) on any Payment Date, the Issuer defaults in the payment of the amount of interest due on any Series of Notes and such default is not remedied within a period of seven Business Days from the due date thereof; or

(c) on any Payment Date on which payments of principal are due and payable to any Funding Lender under any Funding Loan Agreement(s), the Issuer defaults in the payment of the amount of principal due in respect of such Funding Loan Agreement(s) on such date and such default is not remedied within a period of seven Business Days from the due date thereof;

(d) on any Payment Date on which payments of interest or other sums (other than principal) are due and payable to any Funding Lender under any Funding Loan Agreement(s), the Issuer defaults in the payment of the amount of interest due in respect of such Funding Loan Agreement(s) and such default is not remedied within a period of seven Business Days from the due date thereof; or

(e) on any Payment Date, the Issuer defaults in the payment of any amount due and payable to the Other Issuer Creditors (other than the Funding Lenders) in priority to any amounts in respect of principal or interest on the Notes in accordance with the relevant Priority of Payments and such default is not remedied within a period of seven Business Days from the due date thereof; or

(ii) Breach of obligations: the Issuer defaults in the performance or observance of any of its obligations (being, in the sole opinion of the Representative of the Noteholders, a material obligation) under or in respect of the Notes or any of the Transaction Documents to which it is a party (other than any obligation for payment as set out in (i) above) and (except where, in the sole opinion of the Representative of the Noteholders, such default is not capable of remedy in which case no notice will be required), such default remains unremedied for

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30 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or

(iii) Breach of representations and warranties: any material breach of the representations and warranties given by the Issuer under any of the Transaction Documents to which it is a party, and (except where, in the sole opinion of the Representative of the Noteholders, such breach is not capable of remedy in which case no notice will be required), such default remains unremedied for 10 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or

(iv) Insolvency of the Issuer:

(a) an administrator, administrative receiver or liquidator of the Issuer is appointed over or in respect of the whole of the undertaking, assets and/or revenues of the Issuer or the Issuer becomes subject to any bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar proceedings (among which, without limitation, fallimento, liquidazione coatta amministrativa, concordato preventivo and amministrazione controllata within the meaning ascribed to those expressions by the laws of Italy) or application is made for the commencement of any such proceedings or an encumbrancer takes possession of the whole of the undertaking or assets of the Issuer; or

(b) proceedings are initiated against the Issuer under any applicable bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar laws and such proceedings are not, in the opinion of the Representative of the Noteholders, being disputed in good faith; or

(c) the Issuer takes any action for a readjustment or deferment of the whole or a substantial part of its obligations or makes a general assignment or a general arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of the whole or a substantial part of its indebtedness or any guarantee of any indebtedness given by it or applies for bankruptcy or suspension of payments;

and Article 8, paragraph 4 of Law Decree No. 63 has been amended, revoked or supplemented since the Initial Issue Date in a manner which is materially prejudicial, in the sole opinion of the Representative of the Noteholders (acting in good faith), to the interests of the Noteholders and the Other Issuer Creditors; or

(v) Winding up of the Issuer: an order is made or an effective resolution is passed for the winding up, liquidation, dissolution or extraordinary administration in any form of the Issuer, other than a winding up for the purposes of or pursuant to an amalgamation or reconstruction, the terms of which have been

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previously approved in writing by the Representative of the Noteholders or by an Extraordinary Resolution of the Noteholders in accordance with the Rules of Organisation of Noteholders, and Article 8, paragraph 4 of Law Decree No. 63 has been amended, revoked or supplemented since the Initial Issue Date in a manner which is materially prejudicial, in the sole opinion of the Representative of the Noteholders (acting in good faith), to the interests of the Noteholders and the Other Issuer Creditors; or

(vi) Unlawfulness: following the issuance of any Series of Notes it becomes unlawful (in any respect deemed by the Representative of the Noteholders to be material) for the Issuer to perform or comply with any of its obligations under or in respect of such Series of Notes or any Transaction Document to which it is a party, or

(vii) Acceleration under the Credit Facility Agreement: the Issuer accelerates the Credit Facility Agreement pursuant to Clause 16.2 (Acceleration and Cancellation) thereof and the Issuer receives the State Contribution due as a consequence of such acceleration,

then the Representative of the Noteholders may, at its sole discretion (if it has first certified in writing that such event is, in its sole opinion (acting in good faith), materially prejudicial to the interests of the Noteholders and the Other Issuer Creditors) or, if so directed by an Extraordinary Resolution of the Noteholders of all Series of Notes issued under the Programme and then outstanding (subject to compliance with the provisions of the Intercreditor Agreement) or in respect of the Trigger Event at (vii) (Acceleration under the Credit Facility Agreement), shall serve a notice (a "Trigger Notice") on the Issuer.

Following the service of a Trigger Notice, the Issuer Available Funds shall be applied in accordance with the Priority of Payments set out in Condition 6.2 (Post Event Priority of Payments) and the Issuer shall be precluded from granting any Further Project Loan Tranches, issuing any Series of Notes and entering into any Funding Loan Agreement(s) or drawing down amounts thereunder.

16. Enforcement

16.1 Notifications: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained in accordance with Condition 19 (Notices) for the purposes of Condition 15 (Trigger Events) or this Condition 16 (Enforcement) by the Representative of the Noteholders shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders or the Issuer shall attach to the Representative of the Noteholders in connection with the exercise or non-exercise by it of its powers, duties and discretion hereunder.

16.2 No action by Noteholders: No Noteholder shall be entitled to proceed directly against the Issuer unless the Representative of the Noteholders has become bound and fails to

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do so within a reasonable period and such failure shall be continuing or save as otherwise provided by the Rules of Organisation of Noteholders.

16.3 Issuer's Transaction Rights: If and to the extent permitted by applicable law, upon a Trigger Notice being served which relates to a Trigger Event at Condition 15(iv) (Insolvency of the Issuer) or Condition 15(v) (Winding up of the Issuer), the Representative of the Noteholders may direct the Issuer to dispose of the Issuer's Transaction Rights if (i) so requested by an Extraordinary Resolution of Noteholders, strictly in accordance with the instruction approved thereby; (ii) a sufficient amount would be realised to allow discharge in full of all amounts owing to the Noteholders and amounts ranking in priority thereto or pari passu therewith or, alternatively, a certificate issued by a reputable bank or financial institution stating that the purchase price for the Issuer's Transaction Rights is adequate (based upon that bank or financial institution's evaluation of the Issuer's Transaction Rights) has been obtained by the Issuer or by the Representative of the Noteholders; (iii) the relevant purchaser has obtained all the necessary approvals and authorisations; and (iv) the relevant purchaser has produced evidence satisfactory to the Representative of the Noteholders that it is not insolvent.

16.4 Insufficient funds: In the event that the Representative of the Noteholders takes action to ensure the Noteholders' rights in respect of the Issuer's Transaction Rights and after payment of all other claims ranking in priority to the Notes of any Series under the Conditions and the Intercreditor Agreement, if the remaining proceeds of such action (the Representative of the Noteholders having taken action to ensure the Noteholders' rights in respect of the entire Issuer's Transaction Rights) are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Notes and all other claims ranking in priority thereto or pari passu therewith, then the Noteholders' claims against the Issuer in respect of the Notes will be limited to their respective pro rata share of such remaining proceeds (if any) and the obligations of the Issuer to the Noteholders will be deemed discharged in full and any amount in respect of principal, interest or other amounts due under the Notes will be finally and definitively cancelled.

17. Meetings of Noteholders; Modification; Consent; Waiver

17.1 Meetings of Noteholders: The Rules of Organisation of Noteholders contain provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of the Noteholders of a modification of the Notes (including these Conditions) or the provisions of any of the Transaction Documents.

17.2 Decisions of majority of Noteholders and Funding Lenders: The Intercreditor Agreement contains provisions requiring the Representative of the Noteholders to take the instructions of all the Funding Lenders and the Noteholders and to act in accordance therewith unless, in the sole discretion of the Representative of the Noteholders (acting in good faith), the matter under discussion affects the interests solely of one Series of

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Notes or one Funding Loan Agreement. Noteholders will be bound by the decisions taken by the Noteholders and Funding Lenders in aggregate.

17.3 Modifications and Waivers: The Rules of Organisation of Noteholders contain provisions for the Representative of the Noteholders to agree, without being required to obtain the consent of the Noteholders, to certain modifications of, or waivers or authorisations of any breach or proposed breach of the Notes (including these Conditions) or any of the Transaction Documents. Any such modification, waiver, authorisation or determination shall be binding on the Noteholders and, unless the Representative of the Noteholders agrees otherwise, any such modification shall be notified to the Noteholders in accordance with Condition 19 (Notices) as soon as practicable thereafter.

17.4 Regard to Noteholders: Where the Representative of the Noteholders is required, in connection with the exercise of its powers, authorities, duties and discretions under or in relation to the Notes (including these Conditions) or any of the Transaction Documents, to have regard to the interests of the Noteholders, it shall have regard to the interests of all the Noteholders as a class and, in particular but without prejudice to the generality of the foregoing, shall not have regard to, or be in any way liable for, the consequences of such exercise for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Representative of the Noteholders shall not be entitled to require, nor shall any Noteholder be entitled to claim from the Issuer or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders.

The Intercreditor Agreement contains provisions regarding the protection of the respective interests of all Noteholders in connection with the exercise of the powers, authorities, rights, duties and discretions of the Representative of the Noteholders under or in relation to the Notes or any of the Transaction Documents.

18. The Representative of the Noteholders

18.1 The Organisation of Noteholders: The Organisation of Noteholders shall be established upon and by virtue of the issuance of the First Series (or, at any time, if no Notes are outstanding under the Programme, by the issuance of any further Notes thereunder). The Organisation of Noteholders shall remain in force and in effect until repayment in full or cancellation of all the Notes issued under the Programme.

18.2 Appointment of the Representative of the Noteholders: Pursuant to the Rules of Organisation of Noteholders (attached hereto as Exhibit 1), for as long as any Note is outstanding, there shall at all times be a Representative of the Noteholders. The appointment of the Representative of the Noteholders, as legal representative of the Organisation of Noteholders, is made by the Dealers pursuant to the Dealer Agreement and the relevant Subscription Agreements. Each Noteholder is deemed to accept such appointment. The Representative of the Noteholders may be replaced in accordance with the provisions set out in the Rules of Organisation of Noteholders.

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19. Notices

19.1 Publication: Any notice regarding the Notes, as long as the Notes are held through Monte Titoli, shall be deemed to have been duly given through the systems of Monte Titoli, and, as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, if published in Il Sole 24 Ore and in a leading daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort). Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made in the manner required in one of the newspapers referred to above.

19.2 Variation: The Representative of the Noteholders shall be at liberty to sanction some other method of giving notice to Noteholders if, in its opinion, such other method is reasonable having regard to market practice then prevailing and to the rules of the stock exchange on which the Notes are then listed and provided that notice of such other method is given to the Noteholders in such manner as the Representative of the Noteholders shall require.

20. Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Pricing Supplement), (a) all percentages resulting from such calculations will be truncated, if necessary, to the sixth decimal place and then rounded to the fifth decimal place (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all Euro amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), and (c) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

21. Redenomination, Renominalisation and Reconventioning

21.1 Application: This Condition 21 (Redenomination, Renominalisation and Reconventioning) is applicable to the Notes only if it is specified in the relevant Pricing Supplement as being applicable.

21.2 Notice of redenomination: If the country of the Specified Currency becomes or, announces that it will become, a Member State, the Issuer may, without the consent of the Noteholders, on giving at least 30 days' prior notice to the Noteholders and the Paying Agents, designate a date (the "Redenomination Date"), being a Payment Date or, following the service of a Trigger Notice, any date in which payments are to be made in accordance with the Post Event Priority of Payments as determined by the Representative of the Noteholders, falling on or after the date on which such country becomes a Member State.

21.3 Redenomination: Notwithstanding the other provisions of these Conditions, with effect from the Redenomination Date:

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(i) the Notes shall be deemed to be redenominated into Euro in the denomination of Euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Specified Currency, converted into Euro at the rate for conversion of such currency into Euro established by the Council of the European Union pursuant to the Treaty (including compliance with rules relating to rounding in accordance with European Union regulations); provided, however, that, if the Issuer determines, with the agreement of the Programme Calculation Agent that market practice in respect of the redenomination into Euro 0.01 of internationally offered securities is different from that specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders, each listing authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation and the Paying Agents of such deemed amendments;

(ii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the Euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in Euro by credit or transfer to a Euro account (or any other account to which Euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any Member State of the European Union.

21.4 Interest: Following redenomination of the Notes pursuant to this Condition 21 (Redenomination, Renominalisation and Reconventioning), where Notes have been issued in definitive form, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of the Notes presented for payment by the relevant holder.

21.5 Interest Determination Date: If under the Floating Rate Note Provisions in the relevant Pricing Supplement, Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, with effect from the Redenomination Date the Interest Determination Date shall be deemed to be the second TARGET Settlement Day before the first day of the relevant Interest Period.

22. Governing Law and Jurisdiction

22.1 Governing Law: The Notes are governed by Italian law.

22.2 Transaction Documents: All the Transaction Documents, save for the Hedging Agreements, the Additional Hedging Agreements and the Deed(s) of Charge, are governed by Italian law. The Hedging Agreements, the Additional Hedging Agreements and the Deed(s) of Charge are governed by English law.

22.3 Jurisdiction: The courts of Rome are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes.

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Exhibit to Terms and Conditions of the Notes

Rules of Organisation of Noteholders

TITLE I

GENERAL PROVISIONS

Article 1

General

The Organisation of Noteholders is created concurrently with the issue and subscription of the first Series of Notes issued under the Programme (or, at any time if no Notes are outstanding under the Programme, by the issuance of any further Notes thereunder), and is governed by these Rules of Organisation of Noteholders (the "Rules of Organisation").

These Rules of Organisation and the Organisation of Noteholders shall remain in force and effect until full repayment or cancellation of all the Notes issued under the Programme.

The contents of these Rules of Organisation are deemed to be an integral part of each Note issued by the Issuer from time to time under the Programme.

Article 2

Definitions

Unless otherwise provided in these Rules of Organisation, any capitalised term shall have the same meaning attributed to it in the Conditions.

Any reference herein to an "Article" shall be a reference to an article of these Rules of Organisation. Any reference herein to a "Series" of Notes shall be a reference, in the case of a Meeting of the Noteholders of one or more Series of Notes, to all the Notes of the same Series issued.

In these Rules of Organisation, the terms below shall have the following meaning:

"Basic Terms Modification" means any modification which results in:

(a) a change in the date of maturity of the relevant Series of Notes;

(b) the postponement of any date for the payment of interest or principal on the relevant Series of the Notes (other than any postponement permitted under the Conditions);

(c) the reduction, cancellation, or annulment of the Principal Amount Outstanding or of the rate of interest applicable to the relevant Series of Notes;

(d) a change in the majority required to pass an Extraordinary Resolution or the quorum required at any Meeting;

(e) a change of the currency of payment of the relevant Series of Notes other than as set out in the Conditions or of the date or priority of redemption of the relevant Series of the Notes;

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(f) the substitution of any other subject in the stead of the Issuer as the principal obligor under the Notes;

(g) the appointment or removal of the Representative of the Noteholders; and

(h) an amendment of this definition;

"Blocked Notes" means the Notes for which Voting Certificate has been issued by the Monte Titoli Accountholder pursuant to the holder of the relevant Note(s) arranging for such Note(s) to be credited to an account with the Monte Titoli Accountholder not later than two Business Days before the time fixed for the Meeting and up to the moment in which the relevant Meeting is closed or the relevant Voting Certificate is surrendered to it. A Voting Certificate shall be valid until the conclusion of the Meeting specified in the Voting Certificate or any adjournment of such Meeting and the Monte Titoli Accountholder shall not be allowed to release the relevant Notes before such date unless the Voting Certificate is first surrendered to it. So long as a Voting Certificate is valid, the bearer thereof shall be considered to be the holder of the Notes to which such Voting Certificate refers for all purposes in connection with the Meeting;

"Chairman" means, in relation to any Meeting, the individual who takes the chair in accordance with Article 8 of these Rules;

"Extraordinary Resolution" means a resolution passed at a Meeting of the relevant Noteholders, duly convened and held in accordance with the provisions contained in these Rules of Organisation, by a majority of not less than three quarters of the votes cast;

"Issuer" means Infrastrutture S.p.A.;

"Meeting" means a meeting of the relevant Noteholders (whether originally convened or resumed following an adjournment);

"Monte Titoli Accountholder" means any authorised financial intermediary institution entitled to hold accounts on behalf of its customers with Monte Titoli and includes any depository banks appointed by Euroclear and Clearstream, Luxembourg;

"Notes" and "Noteholders" means in connection with a Meeting of Noteholders of one Series, the Notes of such Series and the Noteholders of such Series, respectively;

"Proxy" means, with respect to a Meeting, written instructions issued by the account holder which authorise a designated physical person to vote according to such instructions with respect to the Blocked Notes; the signature of the person issuing such instructions shall be authenticated by the Monte Titoli Accountholder which releases the related Voting Certificate or by a public official;

"Proxy Holder" means, in relation to a Meeting, a person who has the right to vote in relation to a Blocked Note pursuant to a Proxy;

"Relevant Fraction" means:

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(a) for voting on any resolution other than on an Extraordinary Resolution, one-tenth of the Principal Amount Outstanding of the outstanding Notes of each relevant Series;

(b) for voting on any Extraordinary Resolution other than one relating to a Basic Terms Modification, two-thirds of the Principal Amount Outstanding of the outstanding Notes of each relevant Series; and

(c) for voting on any Extraordinary Resolution relating to a Basic Terms Modification, three-quarters of the Principal Amount Outstanding of the outstanding Notes of each relevant Series;

provided, however, that, in the case of a Meeting postponed pursuant to Article 10, it shall mean:

(a) for all voting other than on an Extraordinary Resolution relating to the disposal of the Issuer's Transaction Rights or a Basic Terms Modification, the fraction of the Principal Amount Outstanding of the outstanding Notes represented or held by Voters present at the Meeting; and

(b) for voting on any Extraordinary Resolution relating to the disposal of the Issuer's Transaction Rights or a Basic Terms Modification, one quarter of the Principal Amount Outstanding of the outstanding Notes in that Series;

"Representative of the Noteholders" shall mean J.P. Morgan Corporate Trustee Services Limited or any successor thereto appointed in accordance with these Rules of Organisation or the Intercreditor Agreement as representative of the holders of the Notes;

"Rules of Organisation" means these Rules of Organisation of Noteholders;

"Voter" means, in relation to any Meeting the holder of a Voting Certificate or a Proxy;

"Voting Certificate" means, in relation to any Meeting, a certificate requested by any Noteholder and issued by the Monte Titoli Accountholder in accordance with Articles 33 and 34 of CONSOB Regulation 11768 of 23 December 1998 as subsequently amended and supplemented stating inter alia:

(a) that the Blocked Notes will not be released until the earlier of: (i) the conclusion of the Meeting or any adjournment of such Meeting; (ii) the surrender of the certificate to the Monte Titoli Accountholder;

(b) the number of the Blocked Notes; and

(c) that the bearer of such certificate is entitled to attend and vote at the Meeting in respect of the Blocked Notes.

"Written Resolution" means a resolution in writing signed by or on behalf of all Noteholders who at that time are entitled to participate in a Meeting in accordance with the provisions of these Rules of Organisation, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more of such Noteholders;

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"24 hours" means a period of 24 hours including all or part of a day on which banks are open for business in the place where the Meeting of the relevant Noteholders is to be held, and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until it includes the aforesaid all or part of a day on which banks are open for business as described above; and

"48 hours" means 2 consecutive periods of 24 hours.

Article 3

Purpose of the Organisation

Each Noteholder becomes, as a consequence of the subscription or purchase of the relevant Note(s), a member of the Organisation of Noteholders.

The purpose of the Organisation of Noteholders is to co-ordinate the exercise of the rights of the Noteholders and, more generally, to take any action to protect the interests of the Noteholders.

TITLE II

MEETINGS OF NOTEHOLDERS

Article 4

General Provisions

Within 14 days of the conclusion of the Meeting, the Issuer shall give notice, in compliance with the provisions of Condition 19 (Notices), of the result of the votes on each resolution of the Meeting. Such notice shall be sent to the Noteholders, the Paying Agents and the Representative of the Noteholders.

Subject to the provisions of these Rules of Organisation and the Conditions, if the Representative of the Noteholders considers it appropriate, in its sole opinion, also taking into account the provisions of the Intercreditor Agreement, joint meetings of the Noteholders in respect of all the Series then outstanding may be held to consider the same resolution and/or, as the case may be, the same Extraordinary Resolution and the provisions of these Rules shall apply mutatis mutandis thereto.

The following provisions shall apply where outstanding Notes belong to more than one Series:

(a) business which, in the sole opinion of the Representative of the Noteholders, affects only one Series of Notes shall be transacted at a separate Meeting of the Noteholders of the relevant Series;

(b) business which, in the sole opinion of the Representative of the Noteholders, affects more than one Series of Notes, shall be transacted at a single Meeting of all the Noteholders.

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Article 5

Deposit of Voting Certificates and Validity of the Proxies and Voting Certificates

In order to be admitted to participate in a Meeting, Noteholders must deposit their Voting Certificates with the Principal Paying Agent or Luxembourg Paying Agent not later than 48 hours before the relevant Meeting.

A Proxy shall be valid only if it is deposited, along with the related Voting Certificate(s) at the office of the Principal Paying Agent or Luxembourg Paying Agent, or at any other place approved respectively by the Principal Paying Agent or Luxembourg Paying Agent, not later than 48 hours before the relevant Meeting. If a Proxy is not deposited before such deadline, it shall not be valid unless the Chairman decides otherwise before the Meeting proceeds to discuss the items on the agenda.

The Voting Certificates and Proxies shall be valid until the release of the Blocked Notes to which they relate.

Article 6

Convening the Meeting

Each of the Representative of the Noteholders and the Issuer may convene a Meeting at any time. The Representative of the Noteholders shall convene a Meeting at any time it is requested to do so in writing (i) by a number of Noteholders representing at least one-tenth of the Principal Amount Outstanding of the relevant Series, or (ii) by the Issuer.

Whenever the Issuer requests the Representative of the Noteholders to convene the Meeting, it shall immediately send a communication in writing to that effect to the Representative of the Noteholders specifying the day, time and location of the Meeting, and the items to be included in the agenda.

The Meeting will be held in the place indicated or approved by the Representative of the Noteholders.

Article 7

Notices

At least 21 days prior to the day set for the Meeting (exclusive of the day on which notice is delivered and of the day of the Meeting), notice in writing must be provided (upon instruction from the Representative of the Noteholders) by the Principal Paying Agent to the relevant Noteholders and to the Representative of the Noteholders (and a copy of such notice must be provided to the Issuer) of the day, time and location of the Meeting. The notice shall set out the full text of any resolution to be voted on. In addition, the notice shall state that the Notes may be deposited with the relevant Monte Titoli Accountholder for the purposes of obtaining the Voting Certificates from the Monte Titoli Accountholder or appointing Proxies not later than 48 hours before the time fixed for the Meeting.

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Should such formalities not be fulfilled, a Meeting is validly held if the entire Principal Amount Outstanding of the relevant Series, is represented thereat and the Issuer and the Representative of the Noteholders are present.

Article 8

Chairman of the Meeting

The Meeting is chaired by the Representative of the Noteholders or by an individual appointed in writing by the Representative of the Noteholders. If the Representative of the Noteholders is absent or unable to chair, the Meeting shall be chaired by the person so designated by the majority of the Voters present, failing which the Chairman will be appointed by the Issuer.

The Chairman ascertains that the Meeting has been duly convened and validly constituted, leads and moderates the debate, and defines the terms for voting.

The Chairman may be assisted by outside experts or technical consultants, specifically invited to assist in any given matter, and may appoint one or more vote-counters, who are not required to be Noteholders.

Article 9

Quorum

The quorum at any Meeting shall be at least two Voters representing or holding not less than the Relevant Fraction of the aggregate Principal Amount Outstanding of the Notes of the relevant Series.

Article 10

Adjournment for lack of quorum

If a quorum is not reached within 30 minutes after the time fixed for any given Meeting:

(a) if such Meeting was requested by the Noteholders, the Meeting shall be dissolved; or

(b) the Meeting shall be adjourned to a new date no earlier than 14 days after and no later than 42 days after the date of such Meeting, at such time and location as may be determined by the Chairman.

Article 11

Adjourned Meeting

The Chairman may, with the prior consent of the Meeting, adjourn such Meeting to another time and in another place. At such adjourned Meeting, however, no business shall be transacted except business which should have been transacted at the Meeting at which the adjournment took place.

Article 12

Notice following adjournment

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If a Meeting is adjourned in accordance with the provisions of Article 10 above, such Meeting shall be reconvened in compliance with the terms provided in Articles 6 and 7 above, provided however that:

(a) 10-days' notice (exclusive of the day on which the notice is delivered and of the day on which the Meeting is to be resumed) shall be sufficient; and

(b) the notice shall specifically set out the quorum requirements which will apply when the Meeting resumes.

It shall not be necessary to give notice to resume any Meeting adjourned for reasons other than those described in Article 10 above.

Article 13

Participation

The following categories of persons may attend and speak at a Meeting:

(a) Voters;

(b) the directors and the statutory auditors of the Issuer;

(c) the Representative of the Noteholders;

(d) the Principal Paying Agent;

(e) the financial advisers and legal counsel to the Issuer and the Representative of the Noteholders; and

(f) any other person authorised by virtue of a resolution of the relevant Meeting.

Article 14

Voting by show of hands

Every question submitted to a Meeting shall be decided in the first instance by a vote by show of hands. If before the vote by show of hands the Chairman or one or more Voters who represent or hold at least one-tenth of the Principal Amount Outstanding of the relevant Series, request to vote pursuant to Article 15 below the question shall be voted on in compliance with the provisions of Article 15. No request to vote by poll shall hinder the continuation of the Meeting in relation to the other items on the agenda.

Unless a poll is validly requested, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution.

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Article 15

Voting by poll

Whenever it is not possible to approve a resolution by show of hands in accordance with Article 14 or a demand for a poll has been validly made by the Chairman or Voter(s) who represent or hold at least one tenth of the Principal Amount Outstanding of the relevant Series, voting shall be carried out by poll. Such vote may be taken immediately or after any adjournment is directed by the Chairman above.

The Chairman sets the rules for voting by poll, including for counting and calculating the votes, and may set a time limit by which all votes must be cast. Any vote which is not cast in compliance with the rules set by the Chairman shall be null and void. After voting ends, the votes shall be counted and after the counting the Chairman shall announce to the Meeting the outcome of the vote.

Article 16

Votes

Each Voter shall have:

(a) one vote, when voting by a show of hands; and

(b) the number of votes obtained by dividing (i) that fraction of the aggregate principal amount of the outstanding Note(s) of any Series represented or held by him by (ii) the lowest denomination of the Notes of such Series, when voting by poll.

Unless the terms of any Proxy state otherwise, a Voter shall not be obliged to exercise all the votes to which such Voter is entitled or to cast all the votes which he exercises in the same manner.

Article 17

Voting by Proxy

Revocation of a Proxy shall be valid only if the Principal Paying Agent is notified in writing of such revocation not later than 24 hours prior to the time set for the Meeting. Unless revoked, the appointment to vote contained in a Proxy for a Meeting shall remain valid also in relation to a Meeting resumed following an adjournment, unless such Meeting was adjourned pursuant to Article 10 above. If a Meeting is adjourned pursuant to Article 10 above, each person appointed to vote in such Meeting shall have to be appointed again by virtue of another Proxy.

The Proxy shall be signed by the person granting the Proxy, shall not be granted blank, and shall bear the date, the name of the person appointed to vote, and the related Proxies. If there is no indication of how the right to vote has to be exercised, then such vote shall be deemed to be an abstention from voting on such proposed resolution.

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Article 18

Powers of the Meeting

A Meeting shall have the power, without prejudice to any powers conferred on it or any other person, to approve the matters set out in Article 19 below (exercisable by Extraordinary Resolution only) and to consider any other matters proposed to the Meeting for review by the relevant Noteholders, the Representative of the Noteholders or the Issuer.

Article 19

Power exercisable by Extraordinary Resolutions

The Meeting shall have the power (exercisable by Extraordinary Resolution only) in relation to the following matters:

(a) the approval of any Basic Terms Modification;

(b) the approval of any proposal by the Issuer for any alteration or waiver of the rights of the Noteholders against the Issuer;

(c) the approval of any scheme or proposal related to the mandatory exchange or substitution of any Series of Notes;

(d) (without prejudice to the discretionary powers vested in the Representative of the Noteholders under these rules, the Conditions, the Transaction Documents or otherwise) the approval of any amendments to the provisions of (i) these Rules of Organisation, or (ii) the Conditions; or (iii) any Transaction Document which shall be proposed by the Issuer, the Representative of the Noteholders and/or any other party thereto;

(e) the discharge or exoneration, including prior discharge or exoneration, of the Representative of the Noteholders from any liability in relation to any act or omission for which the Representative of the Noteholders has or may become liable pursuant or in relation to these Rules of Organisation, the Conditions or any other Transaction Document;

(f) the grant of any authority, order or sanction which, under the provisions of these Rules of Organisation or of the Conditions, must be granted pursuant to an Extraordinary Resolution;

(g) the authorisation and ratification of the actions of the Representative of the Noteholders in compliance with these Rules of Organisation, the Intercreditor Agreement, and any other Transaction Document;

(h) the authorisation to the Representative of the Noteholders to issue a Trigger Notice as a result of a Trigger Event pursuant to Condition 15 (Trigger Events);

(i) the waiver of any breach, including the right to authorise a proposed breach by the Issuer of its obligations deriving under the Transaction Documents or the Notes, or a waiver from enforcing a Trigger Event; and

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(j) approval of any matter approved by the Funding Lenders to be resolved upon by the Noteholders pursuant to the Intercreditor Agreement.

Article 20

Relationship between Series

The Notes of all Series will rank pari passu and rateably without preference or priority among themselves for all purposes.

Article 21

Challenge of Resolution

Any absent or dissenting Noteholder has the right to challenge resolutions which are not passed in compliance with the provisions of these Rules of Organisation.

Article 22

Minutes

Minutes shall be made of all resolutions and proceedings of each Meeting. The Minutes shall be signed by the Chairman.

Article 23

Written Resolution

A Written Resolution shall take effect as if it were an Extraordinary Resolution.

Article 24

Individual Actions and Remedies

The right of each Noteholder to bring individual actions or take other individual remedies to enforce his/her rights under the Notes will be subject to the Meeting not passing a resolution objecting to such individual action or other remedy on the grounds that it is not convenient at the time when the Meeting is held having regard to the interests of the Noteholders. In this respect the following provisions shall apply:

(a) the Noteholder intending to enforce his/her rights under the Notes will notify the Representative of the Noteholders of his/her intention;

(b) the Representative of the Noteholders will, without delay, call for the Meeting, as set out in these Rules of Organisation;

(c) if the Meeting passes a resolution objecting to the enforcement of the individual action or remedy, the Noteholder will be prevented from the taking of such action or remedy (provided that the same matter can be submitted again to the Meeting in a reasonable time period); and

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(d) if the Meeting passes a resolution not objecting to the enforcement of the individual action or remedy, or if no resolution is taken by the Meeting for want of quorum, the Noteholder will not be prevented from the taking of such action or remedy.

No individual action or remedy can be taken by a Noteholder to enforce his or her rights under the Notes unless the Meeting has been held to resolve on such action or remedy in accordance with the provisions of this Article 24.

TITLE III

THE REPRESENTATIVE OF THE NOTEHOLDERS

Article 25

Appointment, Removal and Remuneration

The appointment of the Representative of the Noteholders will take place at a Meeting in accordance with the provisions of this Article 25, except for the appointment of the first Representative of the Noteholders which will be J.P. Morgan Corporate Trustee Services Limited.

The Representative of the Noteholders shall be:

(a) a bank incorporated in any jurisdiction of the European Union, or a bank incorporated in any other jurisdiction acting through an Italian branch; or

(b) a company or financial institution enrolled with the register held by the Bank of Italy pursuant to article 107 of the Banking Act; or

(c) any other entity which is not prohibited from acting in the capacity of Representative of the Noteholders pursuant to the law.

Unless the Representative of the Noteholders is removed by the Meeting or in accordance with the Intercreditor Agreement or it resigns in accordance with Article 27 below, it shall remain in office until full repayment or cancellation of all the Notes issued from time to time under the Programme. The Meeting may remove the Representative of the Noteholders at any time and notice of the removal of the Representative of the Noteholders will be published in compliance with the provisions of Condition 19 (Notices).

In the event of a termination of the appointment of the Representative of the Noteholders for any reason whatsoever, such Representative of the Noteholders shall remain in office until a substitute Representative of the Noteholders, which shall be a subject among those listed in (a), (b), and (c) above accepts the appointment, and the powers and authority of the Representative of the Noteholders whose appointment has been terminated shall be limited to those necessary to perform the essential functions required in connection with the Notes.

The directors, auditors and representatives of the Issuer and the persons falling within the provisions of Article 2382 or 2399 of the Italian Civil Code cannot be appointed as Representative of the Noteholders, and if appointed as such they shall be automatically removed.

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The Issuer shall pay to the Representative of the Noteholders for its services as Representative of the Noteholders as from the date hereof, a fee (plus any applicable value added tax) as agreed upon and detailed in a letter dated on or about the Initial Issue Date between the Issuer and the Representative of the Noteholders for the activities carried out pursuant to the Transaction Documents. The fees pursuant to this Article shall be paid by the Issuer on each Payment Date in July annually in arrear in accordance with the Priority of Payments up to (and including) the date when the Notes will have been repaid in full or cancelled in accordance with the Conditions. The remuneration to be paid to the Representative of the Noteholders for its services hereunder may, in agreement with the Issuer after consultation with the Rating Agencies, be increased in connection with further issues of Notes under the Programme and in accordance with any consequent increase of the activities of the Representative of the Noteholders.

Article 26

Duties and Powers of the Representative of the Noteholders

The Representative of the Noteholders is the legal representative of the Organisation of Noteholders.

The Representative of the Noteholders shall attend to the implementation of the decisions of the Meeting and has the power to exercise the rights attributed to it by virtue of the Transaction Documents in order to protect the interests of the Noteholders. The Representative of the Noteholders has the right to convene Meetings to propose any course of action which might be from time to time necessary.

The Representative of the Noteholders may also, whenever it considers it expedient and in the interest of the Noteholders, whether by power of attorney or otherwise, delegate to any person(s) specific activities vested in it as aforesaid. The terms and conditions (including power to sub-delegate) of such appointment shall be set by the Representative of the Noteholders depending on what it deems suitable in the interest of the Noteholders. The Representative of the Noteholders shall not be bound to supervise the proceedings and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate. As soon as reasonably practicable, the Representative of the Noteholders shall give notice to the Issuer of the appointment of any delegate and any renewal, extension and termination of such appointment, and shall procure that any delegate shall give notice to the Issuer of the appointment of any sub-delegate as soon as reasonably practicable

The Representative of the Noteholders is authorised to represent the Organisation of Noteholders, inter alia, in any judicial proceedings.

Article 27

Resignation of the Representative of the Noteholders

The Representative of the Noteholders may resign at any time by giving at least three calendar months' written notice to the Issuer, without needing to provide any specific reason for the resignation and without being responsible for any costs incurred as a result of such

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resignation. The resignation of the Representative of the Noteholders shall not become effective until a Meeting of Noteholders has appointed a new Representative of the Noteholders. The appointment of any new Representative of the Noteholders shall be notified to the relevant stock exchange.

Article 28

Exoneration of the Representative of the Noteholders

The Representative of the Noteholders shall not assume any obligations or responsibilities in addition to those expressly provided herein and in the Transaction Documents.

(a) Without limiting the generality of the foregoing, the Representative of the Noteholders:

(i) shall not be under any obligation to take any steps to ascertain whether a Trigger Event or any other event, condition or act, the occurrence of which would cause a right or remedy to become exercisable by the Representative of the Noteholders hereunder or under any other Transaction Document has occurred, and until the Representative of the Noteholders has actual knowledge or express notice to the contrary, it shall be entitled to assume that no Trigger Event has occurred;

(ii) shall not be under any obligation to monitor or supervise the observance and performance by the Issuer or any of the other parties to the Transaction Documents of their obligations contained in the Conditions and hereunder or, as the case may be, in any Transaction Document to which each such party is a party, and until it shall have actual knowledge or express notice to the contrary, the Representative of the Noteholders shall be entitled to assume that the Issuer and each other party to the Transaction Documents are carefully observing and performing all their respective obligations;

(iii) shall not be under any obligation to give notice to any person of its activities in performance of the provisions of these Rules of Organisation or any other Transaction Document;

(iv) shall not be responsible for or for investigating the legality, validity, effectiveness, adequacy, suitability or genuineness of these Rules of Organisation or of any Transaction Document, or of any other document or any obligation or rights created or purported to be created hereby or thereby or pursuant hereto or thereto, and (without prejudice to the generality of the foregoing) it shall not have any responsibility for or have any duty to make any investigation in respect of or in any way be liable whatsoever for (i) the nature, status, creditworthiness or solvency of the Issuer, (ii) the existence, accuracy or sufficiency of any legal or other opinion, search, report, certificate, valuation or investigation delivered or obtained or required to be delivered or obtained at any time in connection herewith; (iii) the suitability, adequacy or sufficiency of any collection procedure operated by the Project Facility Manager or compliance therewith; (iv) the failure by the Issuer to obtain or comply with any licence, consent or other authority in connection

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with the purchase or administration of the Issuer's Transaction Rights; and (v) any accounts, books, records or files maintained by the Issuer, the Project Facility Manager, the Programme Calculation Agent and the Paying Agents or any other person in respect of the Issuer's Transaction Rights;

(v) shall not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Notes or the distribution of any of such proceeds to the persons entitled thereto;

(vi) shall not be responsible for procuring that the Rating Agencies or any other credit or rating agency or any other subject maintain the rating of the Notes;

(vii) shall not be responsible for investigating any matter which is the subject of any recitals, statements, warranties or representations by any party other than the Representative of the Noteholders contained herein or in any Transaction Document;

(viii) shall not be bound or concerned to examine or enquire into or be liable for any defect or failure in the right or title of the Issuer in relation to the Issuer's Transaction Rights or any part thereof, whether such defect or failure was known to the Representative of the Noteholders or might have been discovered upon examination or enquiry or whether capable of being remedied or not;

(ix) shall not be liable for any failure, omission or defect in registering or filing or procuring registration or filing of or otherwise protecting or perfecting these Rules of Organisation or any Transaction Document;

(x) shall not be under any obligation to guarantee the repayment of the Project Loan Tranches or any part thereof;

(xi) shall not be obliged to evaluate the consequences that any modification of these Rules of Organisation or any of the Transaction Documents may have for each individual Noteholder;

(xii) shall not (unless and to the extent ordered to do so by a court of competent jurisdiction) be under any obligation to disclose to any Noteholder, any Other Issuer Creditor or any other party any confidential, financial, price sensitive or other information made available to the Representative of the Noteholders by the Issuer or any other person in connection with these Rules and no Noteholder, Other Issuer Creditor or any other party shall be entitled to take any action to obtain from the Representative of the Noteholders any such information;

(xiii) shall not be responsible for (except as otherwise provided in the Terms and Conditions of the Notes or in the Transaction Documents) making or verifying any determination or calculation in respect of the Issuer's Transaction Rights and the Notes.

(b) The Representative of the Noteholders:

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(i) may agree to any amendment or modification to these Rules of Organisation or to any of the Transaction Documents (other than the Subscription Agreements) which in the opinion of the Representative of the Noteholders, it is expedient to make in order for the purposes of clarification, to correct a manifest error or to effect a modification of a formal, minor or technical nature. Any such modification shall be binding on the Noteholders and, unless the Representative of the Noteholders otherwise agrees, the Issuer shall procure that such modification be notified to the Noteholders as soon as practicable thereafter;

(ii) may agree to any amendment or modification to these Rules of Organisation (other than in respect of a Basic Terms Modification or any provision in these Rules of Organisation which makes a reference to the definition of "Basic Terms Modification") or to the Transaction Documents (other than the Subscription Agreements) to which it is a party which, in the opinion the Representative of the Noteholders, is for the common interest of the Noteholders.

(iii) may act on the advice of a certificate or opinion or any information obtained from any lawyer, accountant, banker, broker, credit or rating agency or other expert whether obtained by the Issuer, the Representative of the Noteholders or otherwise, and shall not be responsible for any loss incurred by so acting in the absence of gross negligence (colpa grave) or wilful default (dolo) on the part of the Representative of the Noteholders;

(iv) may call for, and shall be at liberty to accept as sufficient evidence of any fact or matter, a certificate duly signed by the Issuer, and the Representative of the Noteholders shall not be bound in any such case to call for further evidence or be responsible for any loss that may be incurred as a result of acting on such certificate unless it has information which casts a doubt on the truthfulness of the certificates signed by the Issuer;

(v) save as expressly otherwise provided herein, shall have absolute discretion as to the exercise, non-exercise or refraining from exercise of any right, power and discretion vested in the Representative of the Noteholders by these Rules of Organisation or by operation of law, and the Representative of the Noteholders shall not be responsible for any loss, cost, damage, expense or inconvenience resulting from the exercise, non-exercise or refraining from exercise thereof except insofar as the same are incurred as a result of its wilful default (dolo) or gross negligence (colpa grave);

(vi) in connection with matters in respect of which the Representative of the Noteholders is entitled to exercise its discretion hereunder, the Representative of the Noteholders has the right - but not the obligation - to convene a Meeting in order to obtain the Noteholders' instructions as to how it should act. Prior to undertaking any action, the Representative of the Noteholders shall be entitled to request that the Meeting indemnify it and/or provide it with security

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to its satisfaction against all actions, proceedings, claims and demands which may be brought against it and against all costs, charges, damages, expenses and liabilities which it may incur by taking such action;

(vii) shall not be deemed responsible for having acted pursuant to instructions received from the Meeting, even if it is later discovered that the Meeting had not been validly convened or constituted, and that such resolution had not been duly approved or was not otherwise valid or binding for the Noteholders;

(viii) may fully rely on the Voting Certificates issued by the Monte Titoli Accountholder in order to ascertain ownership of the Notes, such certificates are to be deemed proof of the statements attested to therein;

(ix) may certify whether or not a Trigger Event is in its opinion prejudicial to the interest of the Noteholders and any such certification shall be conclusive and binding upon the Issuer, the Noteholders, the Other Issuer Creditors and any other subject party to the Transaction Documents;

(x) may determine whether or not a default in the performance by the Issuer of any obligation under the provisions of these Rules of Organisation, the Notes or any other Transaction Documents may be remedied, and if the Representative of the Noteholders certifies that any such default is, in its opinion, not capable of being remedied, such certification shall be conclusive and binding upon the Issuer, the Noteholders, the Other Issuer Creditors and any other subject party to the Transaction Documents;

(xi) may assume without enquiry that no Notes are, at any given time, held by or for the benefit of the Issuer and not yet cancelled;

(xii) shall have the right to call for (or have the Issuer call for) and to rely on written attestations issued by any one of the parties to the Intercreditor Agreement, or by any Other Issuer Creditor, or by a Rating Agency. The Representative of the Noteholders shall not be required to seek additional evidence and shall not be held responsible for any loss, liability, cost, damage, expense, or charge incurred as a result of having failed to do so;

(xiii) shall be entitled to assume, for the purposes of exercising any power, authority, duty or discretion under or in relation to these Rules of Organisation that such exercise will not be materially prejudicial to the interest of the Noteholders if the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such exercise, or have otherwise given their consent. If the Representative of the Noteholders, in order to exercise properly its rights or fulfil its obligations, deems it necessary to obtain the valuation of the Rating Agencies regarding how a specific act would affect the rating of the Notes, the Representative of the Noteholders shall so inform the Issuer, which will have to obtain the valuation at its expense on behalf of the Representative of the Noteholders, unless the

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Representative of the Noteholders wishes to seek and obtain the valuation itself.

Any consent or approval given by the Representative of the Noteholders under these Rules of Organisation and any other Transaction Document may be given on such terms and subject to such conditions (if any) as the Representative of the Noteholders deems appropriate.

No provision of these Rules of Organisation shall require the Representative of the Noteholders to do anything which may be illegal or contrary to applicable law or regulations or to expend or otherwise risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its powers or discretion, and the Representative of the Noteholders may refrain from taking any action if it has reasonable grounds to believe that it will not be reimbursed for any funds, or that it will not be indemnified against any loss or liability which it may incur as a consequence of such action.

Article 29

Security Documents

The Representative of the Noteholders shall have the right to exercise all the rights granted by the Issuer to the Noteholders which have the benefit of the Deed(s) of Charge.

Article 30

Indemnity

Pursuant to the Dealer Agreement and the relevant Subscription Agreement, the Issuer has covenanted and undertaken to reimburse, pay or discharge (on a full indemnity basis) in accordance with the relevant Priority of Payments, to the extent not already reimbursed, paid or discharged by the Noteholders, all costs, liabilities, losses, charges, expenses, damages, actions, proceedings, claims and demand (including, without limitation, legal fees and any applicable tax, value added tax or similar tax) properly incurred by or made against the Representative of the Noteholders or any subject to which the Representative of the Noteholders has delegated any power, authority or discretion in relation to the exercise or purported exercise of its powers, authority and discretion and the performance of its duties under and otherwise in relation to these Rules of Organisation and the Transaction Documents, including but not limited to legal and travelling expenses, and any stamp, issue, registration, documentary and other taxes or duties paid by the Representative of the Noteholders in connection with any action and/or legal proceedings brought or contemplated by the Representative of the Noteholders pursuant to the Transaction Documents against the Issuer, or any other person to enforce any obligation under these Rules of Organisation, the Notes or the Transaction Documents, except insofar as any such expense is incurred as a result of the fraud (frode), gross negligence (colpa grave) or wilful default (dolo) of the Representative of the Noteholders.

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TITLE IV

THE ORGANISATION OF NOTEHOLDERS AFTER SERVICE OF A TRIGGER NOTICE

Article 31

Powers

It is hereby acknowledged that, upon service of a Trigger Notice, pursuant to the Intercreditor Agreement the Representative of the Noteholders, in its capacity as legal representative of the Organisation of Noteholders, shall be entitled - also in the interest of the Other Issuer Creditors, pursuant to articles 1411 and 1723 of the Italian Civil Code - to exercise certain rights in relation to the Issuer's Transaction Rights. Therefore, the Representative of the Noteholders, in its capacity as legal representative of the Organisation of Noteholders, will be authorised, pursuant to the terms of the Intercreditor Agreement, to exercise, in the name and on behalf of the Issuer and as mandatario in rem propriam of the Issuer, any and all of the Issuer's rights under certain Transaction Documents, including the right to give directions and instructions to the relevant parties to the relevant Transaction Documents.

TITLE V

GOVERNING LAW AND JURISDICTION

Article 32

These Rules of Organisation are governed by, and will be construed in accordance with, the laws of the Republic of Italy.

The courts of Rome shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with these Rules of Organisation.

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PRO FORMA PRICING SUPPLEMENT

The Pricing Supplement in respect of each Series of Notes will be substantially in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Notes and their issue.

Pricing Supplement dated [date]


Issue of €[? ] Series [? ] High Speed Railway Funding Notes due [? ]

under the

€25,000,000,000 ISPA High Speed Railway Funding Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set out in the Offering Circular dated 29 January 2004 [and the Supplemental Offering Circular dated [? ]]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular [as so supplemented].

[The following alternative language applies if the first tranche of an issue which is being increased was issued under a Offering Circular with an earlier date.]

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated 29 January 2004. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date] [and the supplemental Offering Circular dated [? ]], save in respect of the Conditions which are extracted from the Offering Circular dated 29 January 2004 and are attached hereto.]

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Pricing Supplement.]

1. Issuer: Infrastrutture S.p.A.

2. Series Number: [? ]

If fungible with an existing Series, details of the Series, including the date on which the Notes become fungible:

[? ]

3. Specified Currency or Currencies: [Euro/USD/GBP/other]

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4. Aggregate Nominal Amount: [currency][? ]

Aggregate Nominal Amount in Euro and rate of exchange/method of calculating same:

[? ]

If fungible with an existing Series, Aggregate Nominal Amount of Series taking into account the Notes being issued:

[? ]

5. Issue Price: [? ] per cent of the Aggregate Nominal

Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]

Proceeds: [? ] [Required only if issue listed] of which: Financing Proceeds [currency][? ] of which Cash Reserve Amount: [currency][? ] of which Liquidity Facility Reserve [currency][? ] Refinancing Proceeds [currency][? ] 6. Specified Denomination: [currency][? ] [only one denomination

per Series] 7. Issue Date: [? ]

Interest Commencement Date [? ] [If different from Issue Date]

8. Final Maturity Date: [? ][Specify date or (for Floating Rate

Notes) Payment Date falling in [the relevant month and year]]

9. Interest Basis: [[? ] per cent. Fixed Rate]

[[specify reference rate +/- [? ] per cent Floating Rate] [Index linked interest] (Further details specified below) [Other: (specify )]

10. Redemption/Payment Basis:

(i) Redemption basis [Redemption at par] [Index linked redemption] (Further details specified below) [Partly paid] [Instalment] [Other: (specify )]

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(ii) Amortising Notes [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

− Principal Repayment Start Date(s)

See Schedule of Amortisation in Schedule 1 hereto

− Scheduled Amortisation Amount(s)

See Schedule of Amortisation in Schedule 1 hereto

(iii) Bullet Notes [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

− Scheduled Maturity Date [? ] 11. Listing: [Application has been made for the

Notes to be listed on the Luxembourg Stock Exchange/other (specify )/None]

12. Method of distribution: [Syndicated/Non-syndicated/Other]

13. Ratings: [[? ]/[? ]/[? ]] (by Fitch, Moody's and

S&P, respectively) PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph. If applicable, 15 below will also be applicable for interest payable following the Final Maturity Date)

(i) Rate of Interest: [? ] per cent. per annum payable annually in arrear

(ii) Fixed Interest Commencement Date

[? ]

(iii) Fixed Payment Date(s): 31 July in each year provided that, if such a day is not a Business Day, the next succeeding Business Day.

(iv) Fixed Interest Amount(s): [specify: [? ] per Note of [? ] Specified Denomination]

(v) Day Count Fraction: [30/360]/[Actual/Actual (ISMA/ISDA)] [If neither of these options applies, give details]

(vi) Broken Amount(s): [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Interest Amount(s)]

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Amount(s)] (vii) Other terms relating to the

method of calculating interest for Fixed Rate Notes, including any provisions as to default interest:

[Not Applicable/give details]

15. Floating Rate Note Provisions [Applicable/Not Applicable/Not

Applicable until Final Maturity Date/date on which Trigger Notice is served] (If not applicable, delete the remaining sub-paragraphs of this paragraph.)

(i) Floating Payment Dates: [Specify 31 January and 31 July in each

year (payable semi-annually in arrear) or 31 July in each year (payable annually in arrear)]

(ii) Floating Interest Commencement Date:

[? ]

(iii) Business Day Convention: [[Modified] Following Business Day Convention/give details]

(iv) Business Centre(s): [Not Applicable/give details] (v) Manner in which the Rate(s) of

Interest is/are to be determined: [Screen Rate Determination/ISDA Determination/other (give details)]

(vi) Party responsible for calculating the Rate(s) of Interest[,/ and] Floating Interest Amount(s)[, Interest and Principal Reserve] [and Additional Interest Amount(s)]:

[[Name]/Principal Paying Agent]

(vii) Screen Rate Determination: − Reference Rate: [LIBOR/ EURIBOR/other (specify)] − Relevant Screen Page: [Telerate page 3750/248/other

(specify)]] − Interest Determination

Date(s): [2 Business Days prior to commencement of Interest Period for which Rate of Interest is being calculated / other (give details)]

− Relevant Time: [11.00 a.m. London time/Brussels time/other (specify)]]

− Relevant Financial Centre: [London/Euro-zone (where Euro-zone means the region comprised of the countries whose lawful currency is the euro) /other (specify)]]

(viii) ISDA Determination:

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− Floating Rate Option: [? ] − Designated Maturity: [? ] − Reset Date: [? ] (ix) Margin(s): [+/-][? ] per cent per annum (x) Minimum Rate of Interest: [? ] per cent per annum (xi) Maximum Rate of Interest: [? ] per cent per annum (xii) Day Count Fraction: [? ] (xiii) Interest and Principal Reserve [Not Applicable/(in case of semi-

annual Payment Dates, insert provisions for determining amount of Interest and Principal Reserve to be paid in accordance with Pre Event Priority of Payments on Payment Dates falling in July of each year)

(xiv) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions, including any provisions as to default interest:

[? ]

16. Index Linked Note Provisions [Applicable/Not Applicable] (If not

applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Index/Formula: [? ]

(ii) Party responsible for calculating the Index/Formula:

Principal Paying Agent / [other]]

(iii) Provisions for determining coupon where calculation by reference to Index is impossible or impracticable:

Applicable - Conditions 9.4

[? ]

(iv) Index Linked Payment Dates: [Specify 31 January and 31 July in each year (payable semi-annually in arrear) or 31 July in each year (payable annually in arrear)][?]

(v) Index Linked Interest Commencement Date:

[? ]

(vi) Interest Determination Date(s): [? ]

(vii) Business Day Convention: [Not Applicable/give details]

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(viii) Business Centre(s): [Not Applicable/give details]

(ix) Day Count Fraction: [? ]

(x) Minimum Rate of Interest: [Not applicable/specify]

(xi) Maximum Rate of Interest: [Not applicable/specify]

(xii) Provisions for accrual of interest and application of Index/Formula following Scheduled Maturity Date:

[Not applicable/specify]

PROVISIONS RELATING TO REDEMPTION 17. Fixed Redemption Amount of each Note: [? ] per Note of [? ] Specified

Denomination/Other/see Schedule 1 18. Early Redemption Amount

Early Redemption Amount(s) of each Note payable upon Trigger Notice and/or the method of calculating the same (if required or if different from that set out in the Conditions):


19. Early Redemption of a Series of Notes [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Early Redemption Date(s): [? ] (ii) Early Redemption Amount(s) of

each Note and method, if any, of calculating such amount(s):

[? ] per Note of [? ] Specified Denomination/Other

(iii) Notice period (if other than as set out in the Conditions):

[? ]

(iv) Other terms or special conditions:


20. Early Partial Redemption [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Early Redemption Date(s): [? ] (ii) Notice period (if other than as

set out in the Conditions): [? ]

(iii) Method of calculation, if any, of Optional Partial Redemption Amount:

[? ]

(iv) Minimum Optional Partial Redemption Amount:

[? ]

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(v) Maximum Optional Partial Redemption Amount:

[? ]

(vi) Other terms or special conditions:


GENERAL PROVISIONS APPLICABLE TO THE NOTES 21. Form of Notes: The Notes will be held in

dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Accountholders. The Notes have been accepted for clearance by Monte Titoli with effect from their Issue Date. The Notes will at all times be held in book entry form and title to the Notes will be evidenced by book entries in accordance with the provision of Legislative Decree No. 213 and CONSOB Resolution No. 11768. No physical document of title will be issued in respect of the Notes.

22. Financial Centre(s) or other special

provisions relating to Payment Dates: [Not Applicable/give details. Note that this item relates to the place of payment, and not interest period end dates, to which items [14(iii)] and [15(iii)] relate]

23. Other terms or special conditions: [Not Applicable/give details]

24. Additional Reserve Provisions [Not Applicable/give details]

DISTRIBUTION 25. (i) If syndicated, names of

Managers: [Not Applicable/give names]

(ii) Stabilising Manager (if any): [Not Applicable/give name] 26. If non-syndicated, name of Dealer: [Not Applicable/give name]

27. TEFRA: [Not Applicable/The [C/D] Rules are

applicable]

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28. Additional selling restrictions: [Not Applicable/give details]

OPERATIONAL INFORMATION 29. ISIN Code: [? ]

30. Common Code: [? ]

31. Any clearing system(s) (other than Monte

Titoli, Euroclear and Clearstream, Luxembourg) and the relevant identification number(s):

[Not Applicable/give name(s) and number(s)]

32. Delivery: Delivery [against/free of] payment

33. Additional Paying Agent(s) (if any): [? ]

34. Hedging Counterparties (if any): [Not Applicable/[? ]. The details of the

Hedging Agreement are set out in Schedule 3 hereto.]

35. Liquidity Facility Provider (if any) [Not Applicable/[? ]. The details of the

Liquidity Facility Agreement are set out in Schedule 4 hereto.]

36. Reference Banks (if different from

Condition 10.5) [Not Applicable/give details]

37. Rounding (if different from Condition 20 [Not Applicable/give details]

38. Redenomination, Renominalisation and

Reconventioning pursuant to Condition 21 [Applicable/Not Applicable]

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DETAILS OF PROJECT LOAN TRANCHE

The details of the Project Loan Tranche to be [financed/refinanced] by the proceeds of the Notes are described in Schedule 2 hereto.]

[LISTING APPLICATION

This Pricing Supplement comprises the details required to list the issue of Notes described herein pursuant to the €25,000,000,000 ISPA High Speed Railway Funding Note Programme of Infrastrutture S.p.A.]

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of


By: .....................................

(duly authorised)

[Next page]

Schedule 1

Schedule of Amortisation

[Insert schedule of amortisation of Series]

[Next page]

Schedule 2

Details of Project Loan Tranche being financed or refinanced by issue of Notes

[Insert details of Project Loan Tranche, including full redemption and interest plans, or full copy of Project Loan Tranche Annex]

Schedule 3

Details of Hedging Agreement(s)

[Insert details of terms of Hedging Agreement, including termination provisions thereof]

Schedule 4

Details of Liquidity Facility Agreement(s)

[Insert details of terms of Liquidity Facility Agreement, including termination provisions thereof]

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TAXATION IN THE REPUBLIC OF ITALY

The following is a general summary of current Italian law and practice relating to certain Italian tax considerations concerning the purchase, ownership and disposition of the Notes. It does not purport to be a complete analysis of all tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and does not purport to deal with the tax consequences applicable to all categories of prospective beneficial owners of Notes, some of which may be subject to special rules. The following summary does not discuss the treatment of Notes that are held in connection with a permanent establishment or fixed base through which a non-Italian resident beneficial owner carries on business or performs professional services in Italy.

This summary is based upon tax laws and practice of Italy in effect on the date of this Offering Circular, which may be subject to change potentially with retroactive effect. Law No. 80 of 7 April 2003, which provides for the reform of the Italian tax system, approved by the Italian Parliament on 26 March 2003, delegates the Government to issue legislative decrees within two years from the entry into force of Law No. 80 of 7 April 2003, in order, inter alia, to introduce a general reform of the Italian tax treatment of financial income and of taxation of individuals, that may impact on the current tax regime of the Notes, as summarized below. Legislative Decree No. 344 of 12 December 2003, which entered into force on 1 January 2004, introduced the reform of taxation of corporations and of certain financial income, amending Presidential Decree No. 917 of 22 December 1986 (the Italian Income Taxes Consolidated Text).

Prospective purchasers of Notes should consult their tax advisers as to the consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes, including in particular the effect of any state, regional or local tax laws.

Prospective Noteholders who may be unsure as to their tax position should seek their own professional advice.

Income Tax

Pursuant to the provisions of Article 8, paragraph 10, of Law Decree No. 63, the Notes will be subject to the tax regime provided by Article 2, paragraph 5, of Law Decree No. 351 of 25 September 2001, converted with amendments by Law No. 410 of 23 November 2001 ("Decree No. 351"). In particular, pursuant to the reference to Article 2, paragraph 5, of Decree No. 351, the Notes will be subject to the same tax regime provided for Italian State and other public bonds regulated by Article 31 of Presidential Decree No. 601 of 29 September 1973, as established by Legislative Decree No. 239 of 1 April 1996, as subsequently amended and restated ("Decree No. 239"), and will be considered as issued abroad if listed in at least one foreign regulated market or placed (collocate) also in foreign markets.

Pursuant to Decree No. 239, payments of interest and other proceeds in respect of the Notes:

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(a) will be subject to final imposta sostitutiva (substitute tax) at the rate of 12.5 per cent. in the Republic of Italy if made to Italian resident beneficial owners who are: (i) individuals resident in the Republic of Italy for tax purposes, holding the Notes otherwise than in connection with entrepreneurial activities (unless they have entrusted the management of their financial assets, including the Notes, to an authorised financial intermediary and have opted for the risparmio gestito regime according to Article 7 of Legislative Decree No. 461 of 21 November 1997 (the "Asset Management Option")); (ii) Italian resident partnerships (other than società in nome collettivo, società in accomandita semplice or similar partnerships), de facto partnerships not carrying out commercial activities and professional associations; (iii) Italian resident public and private entities, other than companies, not carrying out commercial activities; or (iv) Italian resident entities exempt from Italian corporate income tax.

The final imposta sostitutiva will be applied at the rate of 12.5 per cent. irrespective of whether the Notes have a maturity of more or less than 18 months.

The 12.5 per cent. final imposta sostitutiva will be applied generally by the Italian resident qualified financial intermediaries (or permanent establishments in Italy of foreign intermediaries) that intervene, in any way, in the collection of interest and other proceeds on the Notes or in the transfer of the Notes; and

(b) will not be subject to the imposta sostitutiva at the rate of 12.5 per cent. if made to beneficial owners who are: (i) Italian resident corporations or permanent establishments in Italy of non-resident corporations to which the Notes are effectively connected; (ii) Italian resident collective investment funds and Italian pension funds referred to in Legislative Decree No. 124 of 21 April 1993; (iii) Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity who have entrusted the management of their financial assets, including the Notes, to an authorised financial intermediary and have opted for the Asset Management Option; (iv) Italian resident real estate investment funds; and (v) non-Italian residents with no permanent establishment in the Republic of Italy to which the Notes are effectively connected, provided that, in the case the Notes are not listed in at least one foreign regulated market and are not placed (collocate) also in foreign markets:

(A) pursuant to Article 6, paragraph 1, of Decree No. 239, as modified in particular by Article 41 of Law Decree No. 269 of 30 September 2003, converted with amendments into Law No. 326 of 24 November 2003 ("Decree No. 269"), non-Italian resident beneficial owners are resident, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information; and

(B) all the requirements and procedures set forth in Decree No. 239 and in the relevant application rules, as subsequently amended, in order to benefit from the exemption from imposta sostitutiva are timely met or complied with.

To ensure payment of interest and other proceeds in respect of the Notes without the application of imposta sostitutiva, investors indicated in sub-paragraph (b) above must

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(i) be the beneficial owners of payments of interest and other proceeds on the Notes; (ii) timely deposit the Notes together with the coupons relating to such Notes directly or indirectly with an Italian authorised financial intermediary (or permanent establishment in Italy of a foreign intermediary); and (iii) in the event of non-Italian resident beneficial owners being holders of Notes not listed in at least one foreign regulated market and not placed (collocate) also in foreign markets, according to Law Decree No. 350 of 25 September 2001, converted by Law No. 409 of 23 November 2001 (“Decree No. 350”), timely file with the relevant depository (which may be a non-Italian resident entity participating in a centralised securities management system connected via telematic link with the Italian Ministry of Economy and Finance) a self-declaration stating their residence, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information. Such self-declaration is valid until withdrawn or revoked and may not be filed in the event that a certificate, declaration or other similar document with an equivalent purpose has previously been filed with the same depository.

Interest and other proceeds accrued on the Notes are included in the corporate taxable income (and in certain circumstances, depending on the status of the Noteholders, also in the net value of production for purposes of regional tax on productive activities ("IRAP")) of beneficial owners who are Italian resident corporations or permanent establishments in Italy of foreign corporation to which the Notes are effectively connected, subject to tax in Italy in accordance with ordinary tax rules.

Italian resident collective investment funds are subject to an annual substitutive tax of 12.5 per cent. or, in certain cases, pursuant to Article 12 of Decree No. 269, of 5 per cent. (the "Collective Investment Fund Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes).

Italian resident pension funds subject to the regime provided by Articles 14, 14-ter and 14-quater, paragraph 1, of Legislative Decree No. 124 of 21 April 1993 are subject to an annual substitutive tax of 11 per cent. (the "Pension Fund Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes).

Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity who have opted for the Asset Management Option are subject to an annual substitutive tax of 12.5 per cent. (the "Asset Management Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes). The Asset Management Tax is applied on behalf of the taxpayer by the managing authorised intermediary.

Pursuant to Decree No. 351, as amended by Article 41-bis of Law Decree No. 269, starting from 1 January 2004, beneficial owners of Notes who are Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998 and to Article 14-bis of Law No. 86 of 25 January 1994, from 26 September 2001 or, if established before 26 September 2001, provided that the managing company has

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opted for the application of the regime provided for by Decree No. 351, are not subject to taxation and the 12.5 per cent. imposta sostitutiva indicated in sub-paragraph (a) above does not apply to payments of interest and other proceeds in respect of the Notes to such funds.

Moreover, as clarified by Revenue Agency Circular No. 47/E of 8 August 2003, the 12.5 per cent. imposta sostitutiva provided for by Decree No. 239 in general should not apply with respect to interest and other proceeds on the Notes derived by all Italian resident real estate investment funds, including any real estate investment funds not subject to the tax treatment provided for by Decree No. 351, provided that the Notes, together with the coupons relating thereto, are timely deposited directly or indirectly with an Italian authorised financial intermediary (or permanent establishment in Italy of a foreign intermediary).

In particular, Article 41-bis, paragraph 8, of Decree No. 269 has repealed, with effect from 1 January 2004, the annual substitute tax previously applicable on the accounting net value of certain real estate investment funds and, subject to certain exceptions, Article 41-bis, paragraph 9 of Decree No. 269, has introduced a 12.5 per cent. withholding at the level of the participants in Italian real estate investment funds of proceeds from the participation in such funds accrued starting from 1 January 2004.

Decree No. 239, as modified in particular by Article 41 of Decree No. 269, also provides for additional exemptions from imposta sostitutiva for payments of interest and other proceeds in respect of Notes not listed in at least one foreign regulated market and not placed (collocate) also in foreign markets, made to (i) international entities and organisations established in accordance with international agreements ratified in Italy; (ii) certain foreign institutional investors resident in countries which allow for an adequate exchange of information with Italy, and (iii) Central Banks or entities which manage, inter alia, the official reserves of a foreign State.

Pursuant to the combined provisions of Article 8, paragraph 10, of Law Decree No. 63, and Article 2, paragraph 5, of Decree No. 351, Notes listed in at least one foreign regulated market or placed (collocate) in foreign markets shall be considered as issued abroad and interest and other proceeds on such Notes shall be subject to the tax treatment provided for by Article 2, paragraph 1-bis, of Decree No. 239 and, as such, shall not be subject to any imposta sostitutiva if paid to beneficial owners who are non-Italian residents for tax purposes. In this case, if such Notes are deposited with an Italian bank or other resident intermediary (or a permanent establishment in Italy of a foreign intermediary) or are sold through an Italian bank or other resident intermediary (or a permanent establishment in Italy of a foreign intermediary) or in any case an Italian resident intermediary (or a permanent establishment in Italy of a foreign intermediary) intervenes in the payment of interest and other proceeds on such Notes, to ensure payment of interest and other proceeds on the Notes without application of Italian taxation, such intermediaries may request, as a precautionary measure, that non-Italian resident beneficial owners file a self-declaration of non-Italian residence for tax purposes.

Any positive difference between the nominal amount of the Notes and their issue price is deemed to be interest for tax purposes.

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Capital Gains

Any capital gain realised upon the sale for consideration or redemption of the Notes would be treated as part of the taxable business income (and, in certain cases, may also be included in the taxable net value of production for IRAP purposes), subject to tax in Italy according to the relevant tax provisions, if derived by Noteholders who are:

(a) Italian resident corporations;

(b) permanent establishments in Italy of foreign corporations to which the Notes are effectively connected; or

(c) Italian resident individuals carrying out a commercial activity, as to any capital gains realised within the scope of the commercial activity.

Pursuant to Legislative Decree No. 461 of 21 November 1997, any capital gain realised by Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity and certain other persons upon sale for consideration or redemption of the Notes would be subject to an imposta sostitutiva at the current rate of 12.5 per cent.. Under the tax declaration regime, which is the standard regime for taxation of capital gains realised by Italian resident individuals not engaged in entrepreneurial activity, imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any relevant incurred capital loss, realised by Italian resident individual noteholders holding Notes otherwise than in connection with entrepreneurial activity pursuant to all disposals of Notes carried out during any given tax year. Italian resident individuals holding Notes not in connection with entrepreneurial activity must report total capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax declaration to be filed with the Italian tax authorities for such year and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains of the same kind realised in any of the four succeeding tax years.

As an alternative to the tax declaration regime, Italian resident individual noteholders holding Notes otherwise than in connection with entrepreneurial activity may elect to pay 12.5 per cent. imposta sostitutiva separately on capital gains realised on each sale or redemption of the Notes (the "Risparmio Amministrato" regime). Such separate taxation of capital gains is allowed subject to (i) the Notes being deposited with Italian banks, società di intermediazione mobiliare (SIM) or certain authorised financial intermediaries; and (ii) an express election for the Risparmio Amministrato regime being timely made in writing by the relevant Noteholder. The financial intermediary is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Notes (as well as in respect of capital gains realised at revocation of its mandate), net of any relevant incurred capital loss, and is required to pay the relevant amount to the Italian fiscal authorities on behalf of the taxpayer, deducting a corresponding amount from proceeds to be credited to the Noteholder. Under the Risparmio Amministrato regime, where a sale or redemption of the Notes results in capital loss, such loss may be deducted from capital gains of the same kind subsequently realised within the same relationship of deposit in the same tax year or in the following tax years up to

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the fourth. Under the Risparmio Amministrato regime, the Noteholder is not required to declare capital gains in its annual tax declaration and remains anonymous.

Any capital gains on Notes held by Italian resident individuals otherwise than in connection with entrepreneurial activity who have elected for the Asset Management Option will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to the Asset Management Tax to be applied on behalf of the taxpayer by the managing authorised intermediary. Under the Asset Management Option, any depreciation of the managed assets accrued at year end may be carried forward against any increase in value of the managed assets accrued in any of the four succeeding tax years. Under the Asset Management Option, the Noteholder is not required to report capital gains realised in its annual tax declaration and remains anonymous.

Any capital gains on Notes held by Noteholders who are Italian resident collective investment funds will be included in the computation of the taxable basis of the Collective Investment Fund Tax, applicable at the relevant rate.

Any capital gains on Notes held by Noteholders who are Italian resident pension funds subject to the regime provided by Articles 14, 14-ter and 14-quater, paragraph 1, of Legislative Decree No. 124 of 21 April 1993, will be included in the computation of the taxable basis of Pension Fund Tax.

The 12.5 per cent. final imposta sostitutiva on capital gains may in certain circumstances be payable on capital gains realised upon sale for consideration or redemption of the Notes by non-Italian resident persons or entities without a permanent establishment in Italy to which the Notes are effectively connected, if the Notes are held in Italy.

Pursuant to Legislative Decree No. 259 of 21 July 1999, however, any capital gains realised by non-Italian residents without a permanent establishment in Italy to which the Notes are effectively connected through the sale for consideration or redemption of Notes are exempt from taxation in Italy to the extent that the Notes are listed on a regulated market in Italy or abroad and in certain cases subject to prompt filing of required documentation (in particular, a self-declaration of non-residence in Italy for tax purposes) with Italian qualified intermediaries (or permanent establishments in Italy of foreign intermediaries) with whom the Notes are deposited, even if the Notes are held in Italy and regardless of the provisions set forth by any applicable double tax treaty.

In case the Notes are not listed on a regulated market in Italy or abroad:

(1) pursuant to the provisions of Legislative Decree No. 461 of 21 November 1997 and of Decree No. 350 and Decree No. 239, as modified in particular by Article 41 of Law Decree No. 269, non-Italian resident beneficial owners of the Notes with no permanent establishment in Italy to which the Notes are effectively connected are exempt from taxation in the Republic of Italy on any capital gains realised upon sale for consideration or redemption of the Notes if they are resident, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information.

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In this case, if non-Italian residents without a permanent establishment in Italy to which the Notes are effectively connected elect for the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian taxation on capital gains will apply upon condition that they file in due time with the authorised financial intermediary an appropriate self-declaration stating that the requirement of tax residence in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information is met.

(2) in any event, non-Italian resident persons or entities without a permanent establishment in Italy to which the Notes are effectively connected that may benefit from a double taxation treaty with the Republic of Italy, providing that capital gains realised upon sale or redemption of Notes are to be taxed only in the country of tax residence of the recipient, will not be subject to taxation in the Republic of Italy on any capital gains realised upon sale for consideration or redemption of Notes.

In this case, if non-Italian residents without a permanent establishment in Italy to which the Notes are effectively connected elect for the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian taxation on capital gains will apply upon condition that they file in due time with the authorised financial intermediary appropriate documents which include, inter alia, a statement from the competent tax authorities of the country of residence of the non-Italian residents.

Inheritance and gift tax

According to Law No. 383 of 18 October 2001 ("Law No. 383"), as from 25 October 2001, Italian inheritance and gift tax, previously generally payable on the transfer of securities as a result of death or donation, has been abolished.

According to Law No. 383, however, for donees other than spouses, direct descendants or ancestors and other relatives within the fourth degree, if and to the extent that the value of the gift attributable to each such donee exceeds Euro 180,759.91, the gift of Notes may be subject to the ordinary transfer taxes provided for the transfer thereof for consideration.

Moreover an anti-avoidance rule is provided by Law No. 383 for any gift of assets (such as the Notes) which, if sold for consideration, would give rise to capital gains subject to the imposta sostitutiva provided for by Legislative Decree No. 461 of 21 November 1997. In particular, if the donee sells the Notes for consideration within five years from the receipt thereof, the donee is required to pay the relevant imposta sostitutiva on capital gains as if the gift had not occurred.

Transfer tax

General

Pursuant to Legislative Decree No. 435 of 21 November 1997, which amended the regime laid down by Royal Decree No. 3278 of 30 December 1923, the transfer of Notes may be subject to Italian transfer tax (tassa sui contratti di borsa) in the following cases and at the following rates:

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(i) contracts entered into directly between private parties or between the parties through entities other than authorised intermediaries (banks, SIMs, stockbrokers or other professional intermediaries authorised to perform investment services, pursuant to Legislative Decree No. 415 of 23 July 1996, as superseded by Legislative Decree No. 58 of 24 February 1998) are subject to a transfer tax of Euro 0.0083 for every Euro 51.65 (or fraction thereof) of the price of the Notes;

(ii) contracts between private parties through banks, SIMs or other authorised professional intermediaries or stockbrokers, or between private parties and banks, SIMs or other authorised intermediaries or stockbrokers, are subject to a transfer tax of Euro 0.00465, for every Euro 51.65 (or fraction thereof), of the price of the Notes; and

(iii) contracts between banks, SIMs or other authorised professional intermediaries or stockbrokers are subject to a transfer tax of Euro 0.00465, for every Euro 51.65 (or fraction thereof), of the price of the Notes.

In the cases listed above under sub-paragraph (ii) and (iii) above, however, the amount of transfer tax cannot exceed Euro 929.62 for each transaction.

Exemptions

In general, transfer tax is not levied inter alia in the following cases:

(i) contracts relating to listed securities entered into on regulated markets;

(ii) contracts relating to securities which are admitted to listing on regulated markets and finalised outside such markets and entered into:

(a) between banks or SIMs or other professional intermediaries authorised to perform investment services, pursuant to the Legislative Decree No. 415 of 23 July 1996, as superseded by Legislative Decree No. 58 of 24 February 1998, or stockbrokers among themselves;

(b) between authorised intermediaries as referred to in sub-paragraph (a) above and non-Italian residents; and

(c) between authorised intermediaries as referred to in sub-paragraph (a) above, also non-Italian resident, and undertakings for collective investment of saving income;

(iii) contracts relating to public sale offers for the admission to listing on regulated markets or relating to financial instruments already admitted to listing on such markets;

(iv) contracts for consideration of less than Euro 206.58; and

(v) contracts regarding securities not listed on a regulated market entered into between authorised intermediaries as referred to in sub-paragraph (ii)(a) above and non-Italian residents.

European Withholding Tax Directive

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On 3 June 2003, the EU Council of Economic and Finance Ministers ("ECOFIN") adopted a new directive regarding the taxation of savings income. The directive is scheduled to be applied by Member States from 1 January 2005, provided that certain non-EU countries adopt similar measures from the same date. Under the directive each Member State of the European Union (each, a "Member State" and together, the "Member States") will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments deducting tax at rates rising over time to 35 per cent. The transitional period is to commence on the date from which the directive is to be applied by Member States and to terminate at the end of the first tax year following agreement by certain non-EU countries to the exchange of information relating to such payments.

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SUBSCRIPTION AND SALE

Dealer Agreement

Notes may be sold from time to time by the Issuer to any one or more of MCC S.p.A. - Capitalia Gruppo Bancario, Morgan Stanley & Co. International Limited and UBS Limited (together, the "Initial Dealers" and, together with any subsequent dealers appointed in accordance with the Dealer Agreement, the "Dealers"). The arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and purchased by, the Dealers are set out in a dealer agreement dated the date hereof (the "Dealer Agreement") and made between the Issuer, the Borrowers, the Group Holding Company, the Representative of the Noteholders and the Initial Dealers. The Dealer Agreement makes provision for, inter alia, an indemnity to the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement also makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other dealers either generally in respect of the Programme or in relation to a particular Series of Notes.

Subscription Agreements

Any agreement between the Issuer, the Representative of the Noteholders, the Borrowers, the Group Holding Company and any one or more of the Dealers and/or any additional or other dealers (if any), from time to time for the sale and purchase of Notes (a "Subscription Agreement" and each Dealer party thereto, a "Relevant Dealer") will inter alia make provision for the price at which the relevant Notes will be purchased by the Relevant Deale rs and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase.

Each Subscription Agreement will also provide for the appointment of the Representative of the Noteholders by the Relevant Dealer as initial holder of the Notes then being issued.

Selling restrictions

United States of America: Regulation S Category 2; TEFRA D or TEFRA C as specified in the relevant Pricing Supplement or neither if TEFRA is specified as not applicable in the relevant Pricing Supplement.

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder.

Each Initial Dealer has agreed and each additional Dealer appointed under the Programme will agree that, except as permitted by the Dealer Agreement, it will not offer, sell or deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the

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completion of the distribution of the Notes comprising the relevant Series, as certified to the Representative of the Noteholders or the Issuer by such Dealer (or, in the case of a sale of a Series of Notes to or through more than one Dealer, by each of such Dealers as to the Notes of such Series purchased by or through it, in which case the Representative of the Noteholders or the Issuer shall notify each such Dealer when all such Dealers have so certified) within the United States or to, or for the account or benefit of, U.S. persons, and such Dealer will have sent to each Dealer to which it sells Notes during the distribution compliance period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering of Notes comprising any Series, any offer or sale of Notes within the United States by any Dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

United Kingdom

Each Initial Dealer has represented, warranted and agreed and each additional Dealer appointed under the Programme will represent, warrant and agree that:

(i) No offer to public: in relation to Notes having a maturity of one year or more from the date of their issue, it has not offered or sold and, prior to the expiry of a period of six months from the Issue Date of such Notes, will not offer or sell any such Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

(ii) No deposit-taking: in relation to any Notes having a maturity of less than one year from the date of their issue:

(a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and

(b) it has not offered or sold and will not offer or sell any Notes other than to persons:

(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer;

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(iii) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(iv) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Republic of Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, each of the Initial Dealers has represented and agreed, and each of the additional Dealers appointed under the Programme will represent and agree, that it has not offered or sold, and will not offer or sell, any Notes in Italy in a solicitation to the public, and that sales of the Notes in Italy shall be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations.

Each Initial Dealer has represented, warranted and agreed, and each of the additional Dealers appointed under the Programme will represent, warrant and agree, that it has not offered, sold or delivered and will not offer, sell or deliver any Notes or distribute or make available copies of this Offering Circular or any other material relating to the Notes in Italy except to investitori professionali (professional investors) as defined in article 31(2) of CONSOB Regulation No. 11522 of 1 July 1998 ("Regulation No. 11522") as amended, pursuant to articles 30(2) and 100 of Decree No. 58, or in any other circumstances in which an express exemption from compliance with the solicitation restrictions provided by Decree No. 58 or CONSOB Regulation No. 11971 of 14 May 1999 applies provided however, that any such offer, sale or delivery of Notes or distribution of copies of this Offering Circular or any other material relating to the Notes in Italy must be:

(i) made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Banking Act, Decree No. 58, Regulation No. 11522 and any other applicable laws and regulations;

(ii) in compliance with article 129 of the Banking Act and the implementing instructions of the Bank of Italy, pursuant to which the issue or placement of securities in Italy is subject to prior notification to the Bank of Italy, unless an exemption, depending inter alia, on the amount of the issue and the characteristics of the securities, applies; and

(iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

The Netherlands

Each Initial Dealer has represented and agreed and each additional Dealer appointed under the Programme will be required to represent and agree that it has not offered, sold, delivered or transferred, and will not offer, sell, deliver or transfer, any of the Notes, as part of their initial distribution or at any time thereafter, directly or indirectly, in the Netherlands other

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than to Professional Market Parties (as defined below) that trade or invest in securities in the conduct of their profession or business.

Furthermore, each Initial Dealer has represented and agreed and each additional Dealer appointed under the Programme will be required to represent and agree that it has sent to each person to which it sells Notes a confirmation or other notice setting forth the above restrictions and stating that by purchasing any Note, the purchaser represents and agrees that it will send to any other person to whom it sells any such Note a notice containing substantially the same statement as is contained in this sentence.

"Professional Market Parties" are any of the following persons but no other person:

(a) banks, insurance companies, securities firms, investment institutions and pension funds that are (i) supervised or licensed under Dutch law or (ii) established and acting under supervision in a Member State of the European Union (other than the Netherlands), Hungary, Monaco, Poland, Puerto Rico, Saudi Arabia, Slovakia, Czech Republic, Turkey, South Korea, the United States of America, Japan, Australia, Canada, Mexico, New Zealand or Switzerland;

(b) investment institutions which offer their participation rights exclusively to professional market parties and are not required to be supervised or licensed under Dutch law;

(c) the Kingdom of the Netherlands, the Dutch Central Bank, a foreign central government body, a foreign central bank, Dutch regional and local governments and comparable foreign decentralised government bodies, international treaty organisations and supranational organisations;

(d) enterprises or entities with total assets of at least €500,000,000 (or the equivalent thereof in another currency) as per the balance sheet as of the year end preceding the obtaining of the repayable funds;

(e) enterprises, entities or individuals with net assets of at least €10,000,000 (or the equivalent thereof in another currency) as of the year end preceding the obtaining of the repayable funds who or which have been active in the financial markets on average twice a month over a period of at least two consecutive years preceding the obtaining of the repayable funds;

(f) subsidiaries of the entities referred to under (a) above provided such subsidiaries are subject to supervision; and

an enterprise or institution that has a rating from a rating agency that in the opinion of the Dutch Central Bank is an expert or that issues securities that have a rating from a rating agency that in the opinion of the Dutch Central Bank is an expert.

Republic of Ireland

Each Initial Dealer has represented and agreed and each additional Dealer appointed under the Programme will be required to represent and agree that:

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(1) Except in circumstances which do not constitute an offer to the public within the meaning of the Companies Act, 1963 (as amended) of Ireland, (the "1963 Act"), it has not offered or sold and will not offer or sell any Notes in Ireland or elsewhere, by means of any document prior to application for listing of the Notes being made and the Irish Stock Exchange having approved the relevant listing particulars in accordance with the 1984 Regulations and thereafter by means of any document other than (i) the relevant listing particulars and/or (ii) a form of application issued in connection with the Notes which indicates where the relevant listing particulars can be obtained or inspected or which is issued with the relevant listing particulars;

(2) It has complied with and will comply with all applicable provisions of the 1963 Act and the 1984 Regulations with respect to anything done by it in relation to the Notes in, from or otherwise involving Ireland;

(3) It has not made and will not make any offer of the Notes which would require a prospectus to be issued under the European Communities (Transferable Securities and Stock Exchange) Regulations 1992 of Ireland; and

(4) To the extent applicable, it will not underwrite the issue of or place the Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, without limitation, Sections 9, 23 (including any advertising restrictions made thereunder) and 50 and any conduct made under Section 37.

Federal Republic of Germany

Each Initial Dealer has represented and agreed, and each additional Dealer appointed under the Programme will be required to represent and agree, that Notes have not been and will not be offered, sold of publicly promoted or advertised by it in the Federal Republic of Germany other than in compliance with the German Securities Selling Prospectus Act (Wertpapier-Verkaufsprospektgesetz) of 9 September 1998, as amended, or any other laws applicable in the Federal Republic of Germany governing the issue, offering and sale of securities.

General

Other than with respect to the admission to listing, trading and/or quotation by such one or more listing authorities, stock exchanges and/or quotation systems as may be specified in the relevant Pricing Supplement, no action has been or will be taken in any country or jurisdiction by the Issuer or the Dealers that would permit a public offering of Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands the Offering Circular or any Pricing Supplement comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or distribute such offering material, in all cases at their own expense.

Each Initial Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will comply (in the case of jurisdictions other than the United Kingdom, the United States, the Republic of Italy, The Netherlands, the Republic of Ireland

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and the Federal Republic of Germany, to the best of its knowledge and belief) with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Offering Circular, any other offering material or any Pricing Supplement and neither the Issuer nor any other Dealer shall have responsibility therefor.

The Dealer Agreement provides that the Dealers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out above) to the extent that such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Dealers described in the paragraph headed "General" above.

Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification will be set out in the relevant Pricing Supplement (in the case of a supplement or modification relevant only to a particular Series of Notes) or (in any other case) in a supplement to this Offering Circular.

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GENERAL INFORMATION

Listing

Application has been made to list Series of Notes issued under the Programme on the Luxembourg Stock Exchange and, in connection therewith, the Luxembourg Stock Exchange has assigned registration number 12939 to the Programme. Prior to the listing of any Notes, the constitutional documents of the Issuer and the legal notice relating to the issue will be registered with the Registrar of Commerce and Companies of Luxembourg (Registre de Commerce et des Sociétés à Luxembourg), where copies of these documents may be obtained upon request.

Notes may be issued pursuant to the Programme which will not be listed on the Luxembourg Stock Exchange or any other stock exchange or which will be listed on such stock exchange as the Issuer and the Relevant Dealer(s) may agree, as specified in the relevant Pricing Supplement.

Authorisations

The establishment of the Programme was authorised by a resolution of the board of directors of the Issuer on 12 December 2003. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

Clearing of the Notes

The Notes will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Account Holders. The relevant Pricing Supplement shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information.

Common codes and ISIN numbers

The appropriate common code and the International Securities Identification Number in relation to the Notes of each Series will be specified in the Pricing Supplement relating thereto.

No material litigation

Save as disclosed in this Offering Circular, there are no litigation or arbitration proceedings against or affecting the Issuer or any of its assets or revenues, nor is the Issuer aware of any pending or threatened proceedings of such kind, which are or might be material in the context of the Programme or the issue of the Notes thereunder.

No material adverse change

Save as disclosed in this Offering Circular and since the last day of the financial period in respect of which the most recent audited financial statements of the Issuer have been prepared, there has been no adverse change, or any development reasonably likely to involve an adverse

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change, in the condition (financial or otherwise) or general affairs of the Issuer that is material in the context of the Programme or the issue of the Notes thereunder.

Luxembourg Paying Agent

The Issuer has undertaken to maintain a Paying Agent in Luxembourg so long as Notes are listed on the Luxembourg Stock Exchange.

Documents available for inspection

For so long as the Programme remains in effect or any Notes shall be outstanding and listed on the Luxembourg Stock Exchange, copies and, where appropriate, English translations of the following documents may be inspected during normal business hours at the specified office of the Luxembourg Paying Agent, namely:

(i) the Credit Facility Agreement;

(ii) the Dealer Agreement;

(iii) the Subscription Agreements;

(iv) the Intercreditor Agreement;

(v) the Cash Allocation, Management and Payment Agreement;

(vi) the Intercompany Agreement;

(vii) the Hedging Agreements;

(viii) the Additional Hedging Agreements;

(ix) the Deed(s) of Charge;

(x) the Liquidity Facility Agreement(s); and

(xi) the Funding Loan Agreement(s).

In addition, for so long as the Programme remains in effect or any Notes shall be outstanding and listed on the Luxembourg Stock Exchange, copies and, where appropriate, English translations of the following documents may be obtained during normal business hours at the specified office of the Luxembourg Paying Agent, of any Pricing Supplement relating to Notes which are listed on any stock exchange. In the case of any Notes which are not listed on any stock exchange, copies of the relevant Pricing Supplement will only be available for inspection by the relevant Noteholders.

Copies of all such documents shall also be available to Noteholders at the Specified Office of the Representative of the Noteholders.

Financial statements available

For so long as the Programme remains in effect or any Notes listed on the Luxembourg Stock Exchange shall be outstanding, copies and, where appropriate, English translations of the most recent publicly available financial statements of the Issuer may be obtained during

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normal business hours at the specified office of the Luxembourg Paying Agent. The Issuer does not publish consolidated or interim financial statements.

The external auditors have given, and have not withdrawn, their consent to the inclusion of their report on the accounts of the Issuer in this Offering Circular in the form and context in which it is included.

In addition, for so long as the Programme remains in effect or any Notes listed on the Luxembourg Stock Exchange shall be outstanding, copies and, where appropriate, English translations of the most recent Investors Report may be obtained, free of charge, during normal business hours at the specified of the Luxembourg Paying Agent. The first Investors Report will relate to the period from the Signing Date until the Payment Date in July 2004.

Fees and expenses

The estimated annual fees and expenses payable by the Issuer in connection with the issue of any Series of Notes under the Programme amount to approximately €420,000.

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GLOSSARY

The following terms are used throughout this Offering Circular. The page number opposite a term indicates the page on which such term is first defined. These and other terms used in this Offering Circular are subject to, and in some cases are summaries of, the definitions of such terms set out in the Transaction Documents, as they may be amended from time to time.

Accumulation Amount……………………………………………………………………………………36 Actual/Actual (ISDA)…………………………………………………………………………………..146 Actual/Actual (ISMA)………………………………………………………………………………….146 Actual/360………………………………………………………………………………………………..146 Actual/365………………………………………………………………………………………………..146 Actual/365 (Fixed)………………………………………………………………………………………146 Advance…………………………………………………………………………………………………..109 Aggregate Amount………………………………………………………………………………………114 Amortising Notes………………………………………………………………………………………..143 Amount Due………………………………………………………………………………………………117 Arrangers…………………………………………………………………………………………………..17 Article……………………………………………………………………………………………………..188 Article 8…………………………………………………………………………………………………..103 Article 75…………………………………………………………………………………………………….4 AS………………………………………………………………………………………………………….106 AS Law…………………………………………………………………………………………………...106 Asset Management Option……………………………………………………………………………..216 Asset Management Tax…………………………………………………………………………………217 Available Accumulation Amount……………………………………………………………………….51 Banking Act………………………………………………………………………………………………..16 Basic Terms Modification………………………………………………………………………………188 billions……………………………………………………………………………………………………….8 Blocked Notes……………………………………………………………………………………………189 Borrower…………………………………………………………………………………………………….4 Borrowers……………………………………………………………………………………………………4 Bullet Notes………………………………………………………………………………………………144 Business Centre………………………………………………………………………………………….144 Business Day……………………………………………………………………………………………..144 Business Day Convention ……………………………………………………………………………..143 Calculation Period……………………………………………………………………………………….146 Cancellation Date………………………………………………………………………………………...26 Cash Allocation, Management and Payment Agreement…………………………………………..52 Cash Reserve Amount……………………………………………………………………………………37 Centostazioni………………………………………………………………………………………………87 Chairman………………………………………………………………………………………………….189 CIPE………………………………………………………………………………………………………..67 Clearstream, Luxembourg………………………………………………………………………………..2 Collection Accounts Bank……………………………………………………………………………….18

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Collective Investment Fund Tax………………………………………………………………………217 Conditions………………………………………………………………………………………………..138 CONSOB……………………………………………………………………………………………………2 CONSOB Resolution No. 11768………………………………………………………………………..2 Contratto di Programma………………………………………………………………………………..34 Credit Facility Agreement……………………………………………………………………………….4 Credit Facility Cash Flow……………………………………………………………………………….4 Credit Facility Guarantor………………………………………………………………………………..33 Day Count Fraction……………………………………………………………………………………..146 Dealer Agreement……………………………………………………………………………………….141 Dealers……………………………………………………………………………………………………..17 Decree No. 188……………………………………………………………………………………………67 Decree No. 239………………………………………………………………………………………….215 Decree No. 269………………………………………………………………………………………….216 Decree No. 277……………………………………………………………………………………………69 Decree No. 350………………………………………………………………………………………….217 Decree No. 351………………………………………………………………………………………….215 Deed(s) of Charge……………………………………………………………………………………….141 Determination Date………………………………………………………………………………….….147 Directive………………………………………………………………………………………………….178 Early Partial Redemption Date……………………………………………………………………….147 Early Redemption Amount…………………………………………………………………………….147 Early Redemption Date………………………………………………………………………………..147 ECOFIN……………………………………………………………………………………………………63 Eligible Account………………………………………………………………………………………….37 Eligible Hedging Counterparties……………………………………………………………………..125 Eligible Institution………………………………………………………………………………..………37 EURIBOR…………………………………………………………………………………………………148 Euro…………………………………………………………………………………………………………..8 €……………………………………………………………………………………………..………………..8 Eurobond Basis…………………………………………………………………………………………..147 Euroclear…………………………………………………………………………………………………….2 Existing Indebtedness…………………………………………………………………………………….32 Expense Account………………………………………………………………………………………….37 Expenses……………………………………………………………………………………………………38 Expenses Retention Amount…………………………………………………………………………….38 Exploitation Contract…………………………………………………………………………………….34 Extended Facility Final Maturity Date……………………………………………………………….112 Extraordinary Resolution……………………………………………………………………………….148 Facility…………………………………………………………………………………………………….109 Facility Final Maturity Date…………………………………………………………………………..112 Facility Interest Period………………………………………………………………………………….111 Facility Payment Date………………………………………………………………………………….112 Ferservizi…………………………………………………………………………………………………..87 Final Maturity Date……………………………………………………………………………………….25 Financing Proceeds…………………………………………………………………………………………1

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First Loan Calculation Date……………………………………………………………………………115 First Loan Date………………………………………………………………………………………….148 First Project Loan Tranches………………………………………………………………………………5 First Series…………………………………………………………………………………………………..5 Fitch Ratings………………………………………………………………………………………………..1 Fixed Interest Commencement Date………………………………………………………………….148 Fixed Interest Amount………………………………………………………………………………….148 Fixed Payment Date………………………………………………………………………………………23 Fixed Rate Note………………………………………………………………………………………….149 Floating Interest Amount……………………………………………………………………………….149 Floating Interest Commencement Date………………………………………………………………149 Floating Rate Note Provisions…………………………………………………………………………149 Forecasted Gross TACs………………………………………………………………………………….34 Forecasted Net TACs…………………………………………………………………………………….34 FS……………………………………………………………………………………………………………17 FS Group…………………………………………………………………………………………………..12 FS Group ContributionsAccounts………….………………………………………………………….39 FS Group Contribution Accounts Letters……………………………………………………………142 FSMA……………………………………………………………………………………………………..225 Funding Lenders………………………………………………………………………………………….19 Funding Loan……………………………………………………………………………………………….1 Funding Loan Agreement(s)………………………………………………………………………………1 Funding Loans………………………………………………………………………………………………1 Further Project Loan Tranches…………………………………………………………………………..5 GCs………………………………………………………………………………………………………….78 Gross TACs………………………………………………………………………………………………..30 Gross Track Access Charges……………………………………………………………………………30 Group Holding Company………………………………………………………………………………..17 GS……………………………………………………………………………………………………………87 Hedging Agreements……………………………………………………………………………………..54 Hedging Counterparties………………………………………………………………………………….19 Hedging Counterparty……………………………………………………………………………………19 Hedging Termination Amount………………………………………………………………………….37 Initial Dealers…………………………………………………………………………………..…………17 Initial Issue Date…………………………………………………………………………………………150 Infrastrutture S.p.A……………………………………………………………………………..……….89 Intercompany Agreement………………………………………………………………………………141 Intercreditor Agreement…………………………………………………………………………..…….50 Interest and Cost Rolling……………………………………………………………………………….115 Interest and Principal Reserve………………………………………………………………………….37 Interest Commencement Date…………………………………………………………………………151 Interest Determination Date……………………………………………………………………………151 Interest Payment Plan…………………………………………………………………………………..112 Interest Period……………………………………………………………………………………………151 Investors Report…………………………………………………………………………………………..54 Implementation Decree……………………………………………………………………..…………….4

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IRAP……………………………………………………………………………………………………….217 ISDA Definitions ……………………………………………………………………………………….151 ISDA Determination ……………………………………………………………………………………151 ISDA Rate………………………………………………………………………………………………..151 ISPA…………………………………………………………………………………………………………12 ISPA Creditors…………………………………………………………………………………………..103 Issue Date…………………………………………………………………………………………………..22 Issuer………………………………………………………………………………………………………….1 Issuer Accounts……………………………………………………………………………………………39 Issuer Accumulation Record…………………………………………………………………………….99 Issuer Available Funds…………………………………………………………………………………..39 Issuer Cash Reserve Record…………………………………………………………………………….99 Issuer Collection Account……………………………………………………………………………….36 Issuer Collection Account Letter……………………………………………………………………..142 Issuer Collection Account Records…………………………………………………………………….99 Issuer Collection and Reserve Record…………………………………………………………………99 Issuer Funding Record…………………………………………………………………………………..99 Issuer Hedging Record…………………………………………………………………………………..99 Issuer State Contribution Record……………………………………………………………………….99 Issuer TACs Collection Record ………………………………………………………………………..99 Issuer's Initial Transaction Rights……………………………………………………………………….4 Issuer's Subsequent Transaction Rights…………………………………………………………………4 Issuer's Transaction Rights……………………………………………………………………………….4 Italy…………………………………………………………………………………………………………..8 Law Decree No. 63………………………………………………………………………………………..5 Law No. 383……………………………………………………………………………………………..221 Legislative Decree No. 213……………………………………………………………………………….2 Liquidity Facility Agreement……………………………………………………………………………51 Liquidity Facility Provider………………………………………………………………………………17 Liquidity Facility Provider(s)…………………………………………………………………………..17 Liquidity Facility Reserve……………………………………………………………………………….51 Issuer Liquidity Reserve Record……………………………………………………………………….51 Listing Agent………………………………………………………………………………………………19 Luxembourg Paying Agent………………………………………………………………………………19 Mandatory Prepayment Date………………………………………………………………………….114 Margin…………………………………………………………………………………………………….155 Maximum Rate of Interest……………………………………………………………………………..155 MCC………………………………………………………………………………………………………..17 Meeting……………………………………………………………………………………………………155 Member State…………………………………………………………………………………………….155 Member States……………………………………………………………………………………………223 Minimum Rate of Interest………………………………………………………………………………155 MIT………………………………………………………………………………………………………….34 Monte Titoli…………………………………………………………………………………………………2 Monte Titoli Account Holders……………………………………………………………………………2 Monte Titoli Mandate Agreement…………………………………………………………………….142

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Moody's……………………………………………………………………………………………………..1 Morgan Stanley……………………………………………………………………………………….…..17 Net TACs…………………………………………………………………………………………………...4 Net Track Access Charges……………………………………………………………………………….4 Noteholders……………………………………………………………………………………………….189 Notes………………………………………………………………………………………………………….1 Obligors…………………………………………………………………………………………………….33 Optional Partial Redemption Amount………………………………………………………………….27 Organisation of Noteholders…………………………………………………………………………..143 Other Issuer Creditors……………………………………………………………………………………50 Paying Agents……………………………………………………………………………………………..21 Payment Dates…………………………………………………………………………………………….24 Payments Account………………………………………………………………………………………..38 Payments Report………………………………………………………………………………………….53 Permitted Payments………………………………………………………………………………………31 Pension Fund Tax……………………………………………………………………………………….217 Post Event Priority of Payments……………………………………………………………………….48 £……………………………………………………………………………………………………………….8 pound sterling……………………………………………………………………………………………….8 Pre Event Priority of Payments…………………………………………………………………………45 Pricing Supplement …………………………………………………………………………………….138 Principal Amortisation Amount……………………………………………………………………….156 Principal Amount Outstanding………………………………………………………………………..156 Principal Available Funds……………………………………………………………………………..156 Principal Financial Centre……………………………………………………………………………..156 Principal Paying Agent…………………………………………………………………………………..19 Principal Payment……………………………………………………………………………………….157 Principal Repayment Plan………………………………………………………………………………112 Principal Repayment Start Date……………………………………………………………………….157 Principal Rolling…………………………………………………………………………………………115 Priority of Payments…………………………………………………………………………………….157 Priorities Investment Plan……………………………………………………………………………….71 Programme………………………………………………………………………………………………….1 Programme Calculation Agent………………………………………………………………………….18 Programme Limit…………………………………………………………………………………………20 Programme Maturity Date………………………………………………………………………………21 Project……………………………………………………………………………………………………….1 Project Facility Manager…………………………………………………………………………………17 Project Facility Manager's Report……………………………………………………………………..36 Project Loan Tranche Annex…………………………………………………………………………109 Project Loan Tranches…………………………………………………………………………………..5 Proxy………………………………………………………………………………………………………189 Proxy Holder…………………………………………………………………………………………….189 Rating Agencies…………………………………………………………………………………………….1 Rate of Interest…………………………………………………………………………………………..157 Redemption Amount…………………………………………………………………………………….157

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Redenomination Date……………………………………………………………………………………158 Reference Banks…………………………………………………………………………………………158 Reference Rate…………………………………………………………………………………………..158 Refinancing Deadline……………………………………………………………………………………109 Refinancing Proceeds………………………………………………………………………………………1 Regular Period……………………………………………………………………………………………158 Regulation No. 11522…………………………………………………………………………………..226 Relevant Date…………………………………………………………………………………………….158 Relevant Dealer………………………………………………………………………………………….224 Relevant Dealers…………………………………………………………………………………………132 Relevant Financial Centre………………………………………………………………………………158 Relevant Fraction………………………………………………………………………………………..189 Relevant Funding Loan…………………………………………………………………………………110 Relevant Notes…………………………………………………………………………………………..110 Relevant Screen Page…………………………………………………………………………………..158 Relevant Time……………………………………………………………………………………………158 Representative of the Noteholders……………………………………………………………………..19 Required Liquidity Amount……………………………………………………………………………..52 Reserve Account………………………………………………………………………………………….39 Restructuring Plan………………………………………………………………………………………107 RFI………………………………………………………………………………………………………….16 RFI Concession……………………………………………………………………………………………34 Risparmio Amministrato………………………………………………………………………………..219 Rules of Organisation…………………………………………………………………………………..188 Rules of Organisation of Noteholders………………………………………………………………..143 Sale Plan………………………………………………………………………………………………….107 Schedule of Amortisation………………………………………………………………………………159 Scheduled Amortisation Amount……………………………………………………………………….24 Scheduled Principal Amount Outstanding……………………………………………………………159 Screen Rate Determination…………………………………………………………………………….159 Second Loan Calculation Date………………………………………………………………………..110 Securities Act……………………………………………………………………………………………….7 Security Interest………………………………………………………………………………………….159 Segment…………………………………………………………………………………………………….66 Series…………………………………………………………………………………………………………1 Shareholder…………………………………………………………………………………………………16 Signing Date……………………………………………………………………………………………….50 Specified Currency……………………………………………………………………………………….22 Specified Denomination………………………………………………………………………………..159 Specified Office………………………………………………………………………………………….159 Stabilising Manager……………………………………………………………………………………….9 State Contribution………………………………………………………………………………………….4 Transfer Agreement…………………………………………………………………………………….142 State Contribution Provider………………………………………………………………………………4 Subordinated Termination Payment……………………………………………………………………47 Subscription Agreements……………………………………………………………………………….141

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S&P…………………………………………………………………………………………………………..1 TACs Confirmation Agent………………………………………………………………………………18 TACs Forecast Manager…………………………………………………………………………………17 TARGET Settlement Day………………………………………………………………………………160 TAV…………………………………………………………………………………………………………16 TAV Convention………………………………………………………………………………………….34 To-Mi-Na Line……………………………………………………………………………………………66 Transaction………………………………………………………………………………………………….5 Transaction Accounts Bank……………………………………………………………………………..18 Transaction Documents…………………………………………………………………………………..5 Trigger Event………………………………………………………………………………………………41 Trigger Notice……………………………………………………………………………………………160 UBS………………………………………………………………………………………………………….17 U.S. dollar…………………………………………………………………………………………………..8 U.S. $………………………………………………………………………………………………………..8 Usury Law………………………………………………………………………………………………….61 Usury Law Decree………………………………………………………………………………………..62 Usury Rates………………………………………………………………………………………………..61 Voter……………………………………………………………………………………………………….190 Voting Certificate…………..…………………………………………………………………………..190 Written Resolution………………………………………………………………………………………190 24 hours…………………………………………………………………………………………………..191 30/360……………………………………………………………………………………………………..146 30E/360……………………………………………………………………………………………………147 48 hours…………………………………………………………………………………………………..191

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ISSUER AND PROJECT FACILITY

MANAGER Infrastrutture S.p.A.

Via Goito, 4 00185 Rome

Italy

REPRESENTATIVE OF THE NOTEHOLDERS

J.P. Morgan Corporate Trustee Services Limited

Trinity Tower 9 Thomas More Street

London E1W 1YT United Kingdom

PROGRAMME CALCULATION AGENT

JPMorgan Chase Bank Trinity Tower

9 Thomas More Street London E1W 1YT United Kingdom

TRANSACTION ACCOUNTS BANK AND PRINCIPAL PAYING AGENT

JPMorgan Chase Bank Via Catena, 4 20121 Milan

Italy

LUXEMBOURG PAYING AGENT AND LISTING AGENT J.P. Morgan Bank Luxembourg S.A.

5 rue Plaetis L-2338 Luxembourg

LEGAL ADVISERS

To the Arrangers and the Initial Dealers As to Italian law and English law:

Clifford Chance Studio Legale Associato Via Sistina, 4 00187 Rome

Italy

As to Italian taxation law: Studio Vitali Romagnoli Piccardi e Associati

Via G. Nicotera, 31 00195 Rome

Italy

To the Issuer To the Borrowers and the Group Holding Company

As to Italian law: Grimaldi e Associati

Via S. Mercadante, 32 00198 Rome

Italy

As to Italian law: Bonelli Erede Pappalardo Studio Legale

Via Paisiello, 39 00198 Rome

Italy

ARRANGERS AND INITIAL DEALERS

MCC S.p.A. - Capitalia Gruppo Bancario

Via Piemonte 51 00187 Rome

Italy

Morgan Stanley & Co. International Limited

25 Cabot Square Canary Wharf

London E14 4QA United Kingdom

UBS Limited 1 Finsbury Avenue London EC2M 2PP

United Kingdom