REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on November
24, 2003, between ENERSIS S.A., a Chilean corporation (sociedad anonima abierta), acting through its
Cayman Islands branch (the "Company"), and BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
DEUTSCHE BANK SECURITIES
INC., and SANTANDER INVESTMENT LIMITED (the "Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement dated November 19, 2003, between the Company
and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $350,000,000 aggregate principal amount of its 7.375% Notes due 2014 (the "Securities"). In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide
to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement.
The execution of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
"1933 Act" shall mean the Securities Act of 1933, as amended from time to time.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
"Closing Date" shall mean the Closing Date as defined in the Purchase Agreement.
"Company" shall have the meaning set forth in the preamble and shall also include the Company's successors.
"Exchange Dates" shall have the meaning set forth in Section 2(a)(ii) hereof.
"Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof.
"Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a)
"Exchange Offer Registration Statement" shall mean