<PAGE>


                                                                    EXHIBIT 4.7



                                                                 EXECUTION COPY

                             U.S.$ 1,387,504,578.16

                                CREDIT AGREEMENT

                                      among

             ENERSIS S.A., acting through its Cayman Islands Branch,
                                  as Borrower,

                         VARIOUS FINANCIAL INSTITUTIONS,
                                   as Lenders,

                                       and

                      BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
                         CITIGROUP GLOBAL MARKETS INC.,
                  DRESDNER KLEINWORT WASSERSTEIN SECURITIES LLC
                                       and
              SANTANDER CENTRAL HISPANO INVESTMENT SECURITIES INC.,
                   as Mandated Lead Arrangers and Bookrunners,

                                       and

              SANTANDER CENTRAL HISPANO INVESTMENT SECURITIES INC.,
                             as Documentation Agent,

                                       and

                         CITIGROUP GLOBAL MARKETS INC.,
                              as Syndication Agent,

                                       and

                      BANCO BILBAO VIZCAYA ARGENTARIA S.A.
                                       and
                         DRESDNER BANK LUXEMBOURG S.A.,
                            as Administrative Agent,

                                       and

                             BANCO SANTANDER-CHILE,
                               as Collateral Agent

                        ---------------------------------

                            Dated as of May 12, 2003

                       ----------------------------------



<PAGE>

<TABLE>
<S>               <C>                                                                                          <C>
Section 1.        Definitions and Principles of Construction.....................................................1

         1.1.     Defined Terms..................................................................................1

         1.2.     Principles of Construction....................................................................22

Section 2.        Amount and Terms of Credit....................................................................22

         2.1.     Agreement to Lend.............................................................................22

         2.2.     General Purpose...............................................................................23

         2.3.     Notice of Borrowing...........................................................................23

         2.4.     Making of Loans; Repayment of Refinanced Debt.................................................23

         2.5.     Notes.........................................................................................24

         2.6.     Default by Lender.............................................................................24

         2.7.     Interest......................................................................................25

         2.8.     Increased Costs, Illegality, Etc..............................................................26

         2.9.     Compensation..................................................................................28

         2.10.    Change of Lending Office......................................................................28

         2.11.    Replacement of Lenders........................................................................28

Section 3.        Security......................................................................................28

         3.1.     The Collateral................................................................................28

         3.2.     Release of Security...........................................................................28

         3.3.     Application of Proceeds.......................................................................29

Section 4.        Fees; Termination of Commitments..............................................................29

         4.1.     Fees..........................................................................................29

         4.2.     Mandatory Termination of Commitments..........................................................29

Section 5.        Prepayments; Payments.........................................................................29

         5.1.     Scheduled Repayments..........................................................................29

         5.2.     Voluntary Prepayments.........................................................................30

         5.3.     Mandatory Prepayments.........................................................................30

         5.4.     Method and Place of Payment...................................................................31

         5.5.     Net Payments..................................................................................31

Section 6.        Conditions Precedent to the Borrowing.........................................................32

         6.1.     Elesur Loan...................................................................................32

         6.2.     Effectiveness; Execution of Loan Documents; Notes.............................................32

         6.3.     No Default; Representations and Warranties....................................................33

         6.4.     No Default; Indebtedness......................................................................33
</TABLE>

<PAGE>

<TABLE>
<S>               <C>                                                                                          <C>
         6.5.     Endesa-Chile Credit Agreement Closing.........................................................33

         6.6.     Notice of Borrowing...........................................................................33

         6.7.     Opinions of Counsel to the Borrowers..........................................................33

         6.8.     Opinions of Counsel to the Lenders, the Administrative Agent and the
                  Collateral Agent..............................................................................33

         6.9.     Corporate Documents; Proceedings..............................................................34

         6.10.    Governmental and Other Approvals..............................................................34

         6.11.    Appointment of Agent for Service of Process...................................................34

         6.12.    No Change in Condition........................................................................35

         6.13.    Market Conditions.............................................................................35

         6.14.    Payments......................................................................................35

         6.15.    Perfection of Security Interest in Collateral.................................................35

         6.16.    Delivery of Financial Statements..............................................................35

         6.17.    Funding of 2003 Bond Escrow Account...........................................................35

         6.18.    Commitment by Endesa Spain....................................................................35

         6.19.    Central Bank Notification.....................................................................36

Section 7.        Representations and Warranties................................................................36

         7.1.     Corporate Status..............................................................................36

         7.2.     Corporate Power and Authority.................................................................36

         7.3.     No Immunity...................................................................................37

         7.4.     No Violation..................................................................................37

         7.5.     Governmental Approvals........................................................................37

         7.6.     Subsidiaries..................................................................................37

         7.7.     Collateral....................................................................................38

         7.8.     Intercompany Indebtedness.....................................................................38

         7.9.     Ranking.......................................................................................38

         7.10.    Financial Statements..........................................................................38

         7.11.    Voluntary Prepayments.........................................................................40

         7.12.    Litigation....................................................................................40

         7.13.    True and Complete Disclosure..................................................................40

         7.14.    Use of Proceeds...............................................................................40

         7.15.    Tax Returns and Payments......................................................................40

         7.16.    Compliance with Law; Environmental Laws.......................................................40
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>               <C>                                                                                          <C>
         7.17.    Properties....................................................................................41

         7.18.    Employee Benefit Plans........................................................................41

         7.19.    Investment Company Act; PUHCA.................................................................41

         7.20.    Withholding Taxes.............................................................................41

         7.21.    Form of Documentation.........................................................................42

         7.22.    Indebtedness..................................................................................42

         7.23.    Secured Debt..................................................................................43

         7.24.    Sale Lease-Back Transactions..................................................................43

         7.25.    Foreign Exchange Regulations..................................................................43

         7.26.    Insurance.....................................................................................43

Section 8.        Affirmative Covenants.........................................................................43

         8.1.     Four Point Business Plan......................................................................43

         8.2.     Upstreaming...................................................................................44

         8.3.     Intercompany Indebtedness.....................................................................44

         8.4.     Information Covenants.........................................................................44

         8.5.     Books, Records and Inspections................................................................47

         8.6.     Corporate Privileges..........................................................................47

         8.7.     Performance of Obligations....................................................................48

         8.8.     Compliance with Law; Environmental Law........................................................48

         8.9.     Taxes.........................................................................................48

         8.10.    Maintenance of Property and Insurance.........................................................48

         8.11.    Ranking.......................................................................................49

         8.12.    Further Assurances............................................................................49

         8.13.    Central Bank Notification.....................................................................49

         8.14.    Endesa-Chile 2003 Liquidity Facility..........................................................49

Section 9.        Financial Covenants...........................................................................50

         9.1.     Debt to Adjusted Operating Cash Flow..........................................................50

         9.2.     Debt to EBITDA................................................................................50

         9.3.     Adjusted Operating Cash Flow to Interest Expense..............................................50

         9.4.     Adjusted Consolidated Leverage Test...........................................................50

         9.5.     Calculations..................................................................................50

Section 10.       Negative Covenants............................................................................50

         10.1.    Transfer of Operating Assets..................................................................50
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>               <C>                                                                                          <C>
         10.2.    Permitted Capital Expenditures................................................................51

         10.3.    Indebtedness..................................................................................51

         10.4.    Investments...................................................................................51

         10.5.    Repurchase or Redemption of Capital Stock, Etc................................................52

         10.6.    Consolidations, Mergers, Etc..................................................................52

         10.7.    Sales of Assets...............................................................................53

         10.8.    Liens.........................................................................................54

         10.9.    Limitations on Prepayments of Indebtedness....................................................56

         10.10.   Transactions with Affiliates..................................................................57

         10.11.   Sale of Certain Assets........................................................................57

         10.12.   Upstreaming...................................................................................57

         10.13.   Limitation on Sale Lease-Back Transactions....................................................57

         10.14.   Business......................................................................................57

Section 11.       Events of Default.............................................................................58

         11.1.    Payments......................................................................................58

         11.2.    Representations, Etc..........................................................................58

         11.3.    Covenants under these Agreements..............................................................58

         11.4.    Other Covenants...............................................................................58

         11.5.    Cross-Default.................................................................................58

         11.6.    Bankruptcy, Etc...............................................................................59

         11.7.    Judgments.....................................................................................59

         11.8.    Currency Restrictions.........................................................................59

         11.9.    Denial of Liability...........................................................................59

         11.10.   Governmental Action...........................................................................60

         11.11.   Security Documents............................................................................60

         11.12.   Endesa Spain Equity Contributions or Subordinated Loan........................................60

         11.13.   Net Proceeds..................................................................................60

         11.14.   Capitalization/Pledge of Elesur Loan..........................................................61

Section 12.       The Administrative Agent and the Collateral Agent.............................................61

         12.1.    Appointment; Acceptance of Appointment........................................................61

         12.2.    Nature of Duties..............................................................................62

         12.3.    Lack of Reliance on the Administrative Agent or the Collateral Agent..........................63

         12.4.    Certain Rights of the Administrative Agent and the Collateral Agent...........................63
</TABLE>


                                       v
<PAGE>

<TABLE>
<S>               <C>                                                                                          <C>
         12.5.    Reliance......................................................................................64

         12.6.    Indemnification...............................................................................64

         12.7.    The Administrative Agent and the Collateral Agent in their Individual
                  Capacities....................................................................................64

         12.8.    Holders.......................................................................................64

         12.9.    Succession....................................................................................65

         12.10.   Power of Attorney from the Lenders............................................................65

Section 13.       Miscellaneous.................................................................................65

         13.1.    Payment of Expenses, Etc......................................................................65

         13.2.    Right of Setoff...............................................................................66

         13.3.    Notices.......................................................................................66

         13.4.    Benefit of Agreement; Syndication or Assignment of Loan.......................................67

         13.5.    No Waiver; Remedies Cumulative................................................................68

         13.6.    Payments Pro Rata.............................................................................69

         13.7.    Calculations, Computations....................................................................70

         13.8.    Governing Law; Submission to Jurisdiction; Venue..............................................71

         13.9.    Obligation to Make Payments in Dollars........................................................72

         13.10.   Counterparts..................................................................................72

         13.11.   Effectiveness.................................................................................72

         13.12.   Headings Descriptive..........................................................................72

         13.13.   Amendment or Waiver...........................................................................72

         13.14.   Survival......................................................................................73

         13.15.   Domicile of Loans; Regulation D...............................................................73

         13.16.   Waiver of Jury Trial..........................................................................73

         13.17.   The Mandated Lead Arrangers and Bookrunners; Documentation Agent and
                  Syndication Agent.............................................................................73

         13.18.   Register......................................................................................74

         13.19.   Confidentiality...............................................................................74

         13.20.   Severability..................................................................................75
</TABLE>

SCHEDULE A        Refinanced Debt
SCHEDULE B        Commitments
SCHEDULE C        Santa Rosa Property
SCHEDULE D        Relevant Subsidiaries; Chilean Subsidiaries; Foreign
                  Subsidiaries
SCHEDULE E        Intercompany Indebtedness
SCHEDULE F        Existing Indebtedness


                                       vi
<PAGE>


SCHEDULE G        Secured Debt
SCHEDULE H        Contractual Restrictions
SCHEDULE I        Financial Covenant Ratios
SCHEDULE J        Permitted Capital Expenditures
SCHEDULE K        Liens
EXHIBIT A         Notice of Borrowing
EXHIBIT B         Note
EXHIBIT C         Elesur Recognition of Debt
EXHIBIT D         Form of Recognition of Debt
EXHIBIT E         Chilectra Pledge Agreement
EXHIBIT F         Chilectra Cayman Pledge Agreement
EXHIBIT G         Chilectra Recognition of Debt
EXHIBIT H         Chilectra Cayman Recognition of Debt
EXHIBIT I         Share Pledge Agreement
EXHIBIT J         Endesa-Chile 2003 Liquidity Facility Letter Agreement
EXHIBIT K         Endesa-Chile 2003 Liquidity Facility Recognition of Debt
EXHIBIT L         Endesa-Chile 2003 Liquidity Facility Pledge Agreement
EXHIBIT M         Elesur Pledge Agreement
EXHIBIT N         Elesur Intercreditor Agreement
EXHIBIT O         Amended and Restated Elesur Intercreditor Agreement
EXHIBIT P         Escrow Agreement
EXHIBIT Q         Endesa Internacional Support Agreement
EXHIBIT R         Form of Intercreditor Agreement
EXHIBIT S         Additional Endesa Internacional Support Agreement
EXHIBIT T         Opinion of New York Counsel to the Borrowers
EXHIBIT U         Opinion of Chilean Counsel to Enersis
EXHIBIT V         Opinion of Chilean Counsel to Enersis Cayman
EXHIBIT W         Opinion of Chilean Counsel to Elesur
EXHIBIT X         Opinion of Chilean Counsel to Chilectra
EXHIBIT Y         Opinion of Chilean Counsel to Endesa-Chile
EXHIBIT Z         Opinion of Cayman Islands Counsel to Enersis Cayman,
                  Chilectra Cayman and Endesa-Chile
EXHIBIT AA        Opinion of Spanish Counsel to Endesa Internacional
EXHIBIT BB        Officer's Certificate-- Borrowers
EXHIBIT CC        Officer's Certificate-- Elesur
EXHIBIT DD        Officer's Certificate-- Endesa Internacional
EXHIBIT EE        Consent Letter from Agent for Service of Process
EXHIBIT FF        Endesa Spain Commitment
EXHIBIT GG        Four Point Business Plan
EXHIBIT HH        Assignment and Assumption Agreement
EXHIBIT II        Power of Attorney


                                      vii


<PAGE>


         These CREDIT AGREEMENTS (each a "Credit Agreement" and collectively,
these "Agreements"), dated as of May 12, 2003, among ENERSIS S.A. a corporation
(sociedad anonima) organized and existing under the law of Chile ("Enersis" and,
in its capacity as a Borrower under its Credit Agreement, a "Borrower"),
Enersis, acting through its Cayman Islands Branch ("Enersis Cayman" and, in its
capacity as a Borrower under its Credit Agreement, a "Borrower" and together
with Enersis in its capacity as Borrower, the "Borrowers"), the lenders party to
each Credit Agreement from time to time (each, a "Lender" and collectively, the
"Lenders"), Banco Bilbao Vizcaya Argentaria S.A. and Dresdner Bank Luxembourg
S.A., acting in the capacity described in Section 12, as Administrative Agent
under each Credit Agreement, Banco Santander-Chile, acting in the capacity
described in Section 12, as Collateral Agent under each Credit Agreement,
Santander Central Hispano Investment Securities Inc., as documentation agent
(the "Documentation Agent"), Citigroup Global Markets Inc., as syndication agent
(the "Syndication Agent"), and Banco Bilbao Vizcaya Argentaria S.A., Citigroup
Global Markets Inc., Dresdner Kleinwort Wasserstein Securities LLC, and
Santander Central Hispano Investment Securities Inc., as mandated lead arrangers
and bookrunners (each, a "Mandated Lead Arranger and Bookrunner" and
collectively, the "Mandated Lead Arrangers and Bookrunners").

                              W I T N E S S E T H:

         WHEREAS, the parties to each Credit Agreement make the following
recitals (see Article I for definitions):

         (A)      Each Lender under such Credit Agreement has previously
extended one or more credits to the Borrower the principal amount outstanding of
which is set forth for each Lender in Schedule A, which collectively constitute
the Refinanced Debt under such Credit Agreement.

         (B)      Each Borrower has requested each Lender to refinance, on the
terms and conditions of such Credit Agreement, any such outstanding credit
previously extended to it by such Lender.

         (C)      Each Lender is willing to refinance, on the terms and
conditions of such Credit Agreement, each credit identified opposite such
Lender's name on Schedule A hereto.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in these Agreements, the parties to each Credit Agreement
agree as follows:

         Section 1. Definitions and Principles of Construction.

         1.1.     Defined Terms. As used in these Agreements, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined, except as otherwise
provided):

         "2003 Bond Escrow Account" shall mean the 2003 Bond Escrow Account to
be established pursuant to the Escrow Agreement.


<PAGE>

         "5.50% Notes" shall mean the UF4,000,000 5.50% notes due June 15, 2009,
issued by Enersis pursuant to that certain indenture dated June 14, 2001 with
Banco Santiago as trustee.

         "5.75% Notes" shall mean the UF2,500,000 5.75% notes due June 15, 2022,
issued by Enersis pursuant to that certain indenture dated June 14, 2001 with
Banco Santiago as trustee.

         "6.60% Notes" shall mean the U.S.$150,000,000 6.60% notes due December
1, 2026, with a put option exercisable on December 1, 2003, issued by Enersis
Cayman pursuant to that certain indenture dated November 1, 1996 with The Chase
Manhattan Bank as trustee.

         "6.60% Liquidity Facility" shall mean a liquidity facility established
by Enersis Cayman to provide funds from time to time through December 1, 2003
not to exceed U.S.$150,000,000, the proceeds of which must be applied solely to
pay the outstanding principal amount of any 6.60% Notes that are required by the
holders of the 6.60% Notes to be redeemed by Enersis Cayman on December 1, 2003
in accordance with the terms of the 6.60% Notes.

         "6.90% Notes" shall mean the U.S.$300,000,000 6.90% notes due December
1, 2006 issued by Enersis Cayman pursuant to that certain indenture dated
November 1, 1996 with The Chase Manhattan Bank as trustee.

         "6.90% Notes Escrow Account" shall mean the 6.90% Notes Escrow Account
to be established pursuant to the Escrow Agreement.

         "7.20% Notes" shall mean the U.S.$150,000,000 7.20% notes due April 1,
2006, issued by Endesa-Chile Internacional pursuant to that certain indenture
dated April 1, 1996 with The Chase Manhattan Bank, N.A. as trustee.

         "7.40% Notes" shall mean the U.S.$350,000,000 7.40% notes due December
1, 2016 issued by Enersis Cayman pursuant to that certain indenture dated
November 1, 1996 with The Chase Manhattan Bank as trustee.

         "Additional Endesa Internacional Support Agreement" shall mean a
Support Agreement between Endesa Internacional and the Administrative Agent, in
substantially the form attached hereto as Exhibit S.

         "Adjusted Operating Cash Flow" shall mean, for any period, (i) the sum,
without duplication, of (A) sales of Enersis and its Chilean Subsidiaries on an
individual basis for such period, (B) dividends received by Enersis and its
Chilean Subsidiaries from Endesa-Chile, any Foreign Subsidiaries and any
Non-Subsidiary Affiliates during such period, (C) interest income on
intercompany loans paid by Endesa-Chile, any Foreign Subsidiaries and any
Non-Subsidiary Affiliates to Enersis and its Chilean Subsidiaries during such
period, (D) cash distributions paid during such period by Endesa-Chile, any
Foreign Subsidiaries and any Non-Subsidiary Affiliates to Enersis and its
Chilean Subsidiaries in respect of equity and (E) management fees paid by
Endesa-Chile, any Foreign Subsidiaries and any Non-Subsidiary Affiliates to
Enersis and its Chilean Subsidiaries during such period, less (ii) the sum,
without duplication, of operating expenses (including costs of sales and selling
and general and administrative expenses (but excluding depreciation and
amortization, if any)) of Enersis and its Chilean Subsidiaries on an individual
basis for such period, in each case in conformity with Chilean GAAP.


                                       2
<PAGE>

         "Administrative Agent" shall mean (i) from the Effective Date up to and
including November 30, 2005, Dresdner Bank Luxembourg S.A., and shall include
any successor appointed pursuant to Section 12.9, and (ii) from December 1, 2005
up to and including the Maturity Date, Banco Bilbao Vizcaya Argentaria S.A., and
shall include any successor appointed pursuant to Section 12.9.

         "Affiliate" shall mean, with respect to any Person, any other Person
(other than an individual) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; provided, however,
that, for purposes of Section 10.10 an Affiliate of Enersis shall also include
any Person that directly or indirectly owns 15% or more of any class of voting
securities of Enersis and any officer or director of Enersis or any such Person,
or of which Enersis directly or indirectly owns 15% or more of any class of
voting securities. A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.

         "Agreements" shall mean these Agreements, as modified, supplemented or
amended from time to time.

         "Alternative Rate" shall mean, for any day, a rate per annum equal to
the higher of (i) the Prime Rate for such day and (ii) the sum of 0.5% and the
Federal Funds Rate for such day.

         "Amended and Restated Elesur Intercreditor Agreement" shall mean the
Amended and Restated Elesur Intercreditor Agreement between Elesur and the
Administrative Agent that may be executed and delivered in accordance with
Section 11.14, in substantially the form attached hereto as Exhibit O.

         "Applicable Margin" shall mean 3.50% per annum.

         "Asset Sale" shall mean any sale, lease, transfer or other disposition
(including, without limitation, by way of a Sale Lease-Back Transaction or
merger) of, or grant of any option or other right to purchase, lease or
otherwise acquire, any asset, revenue (present or future) or other property
(including, without limitation, any right to receive income), tangible or
intangible, real or personal, other than inventory sold or disposed of in the
ordinary course of business; provided that, solely for purposes of Section 10.7,
obsolete or worn out equipment or material with an individual fair market value
of less than U.S.$1,000,000 disposed of in the ordinary course of business shall
not be considered an Asset Sale.

         "Asset Sale Reserve Escrow Account" shall mean the Asset Sale Reserve
Escrow Account to be established pursuant to the Escrow Agreement and into which
amounts reserved as described in the definition of Net Asset Sale Proceeds may
be deposited from time to time.


                                       3
<PAGE>

         "Assignment and Assumption Agreement" shall mean an agreement in
substantially the form of Exhibit HH hereto.

         "Availability Expiry Date" shall mean the date that is ten Business
Days after the Effective Date.

         "Borrower" and "Borrowers" shall have the meanings specified in the
first paragraph hereof.

         "Borrowing" shall mean a borrowing of Loans under any Credit Agreement.

         "Business Day" shall mean (i) with respect to any interest rate
determination for Loans, a day (other than a Saturday or Sunday) on which banks
generally are open in London, England and The City of New York, United States
for the conduct of substantially all of their commercial lending activities and
on which dealings in Dollars are carried on in the London interbank market and
(ii) for all other purposes, a day (other than a Saturday or Sunday) on which
banks generally are open in Luxembourg City, Luxembourg, London, England, The
City of New York, United States, Santiago, Chile and, at all times on and after
December 1, 2005, Madrid, Spain for the conduct of substantially all of their
commercial lending activities.

         "Canutillar" shall mean the 172-megawatt hydroelectric power plant
known as "Canutillar" located 60 kilometers east of Puerto Montt in the Tenth
Region of Chile, together with all related and associated facilities and assets
(including, without limitation, all water and land rights and contractual rights
related to its operation).

         "Capital Expenditures" shall mean, for any period, expenditures
(including, without limitation, the aggregate amount of Capitalized Lease
Obligations required to be paid during such period, but excluding any
Capitalized Lease Obligations in respect of (a) any Sale-Leaseback Transaction
of the Santa Rosa Property, (b) any Sale Leaseback Transaction of any existing
real property of any Foreign Subsidiary and (c) any Sale Leaseback Transaction
of any existing real property of Manso de Velasco) incurred by any Person to
acquire or construct fixed assets, plant and equipment (including, without
limitation, renewals, improvements, replacements, repairs and maintenance)
during such period, that are or would be required to be capitalized on the
balance sheet of such Person in accordance with Chilean GAAP.

         "Capitalized Lease Obligations" shall mean, with respect to any Person,
all rental or other obligations of such Person which are or would be required to
be capitalized on the balance sheet of such Person in accordance with Chilean
GAAP, in each case taken at the amount thereof accounted for as Indebtedness in
accordance with Chilean GAAP.

         "Central Bank" shall mean Banco Central de Chile, the central bank of
Chile.

         "Cerj" shall mean Companhia de Eletricidade do Rio de Janeiro, S.A., a
corporation (sociedad anonima) organized and existing under the Law of Brazil.


                                       4
<PAGE>

         "Change of Control" shall mean the occurrence of any one or more of the
following: (a) the failure, at any time, of Endesa Spain directly or indirectly
to (i) own more than 50% of each class of outstanding voting securities of
Enersis, (ii) have effective power to elect a majority of the board of directors
of Enersis and (iii) have an economic interest of more than 50% in Enersis; or
(b) the merger or consolidation of Enersis with or into another Person or the
merger of another Person with or into Enersis, or the sale, lease, transfer or
other disposition of all or substantially all of the assets of Enersis to
another Person, in a single transaction or a series of transactions, the effect
of which is that Endesa Spain does not, directly or through any of its
Subsidiaries, meet each of the tests set forth in (i), (ii) and (iii) above with
respect to the surviving or transferee corporation, as the case may be.

         "Chile" shall mean the Republic of Chile.

         "Chilean GAAP" shall mean generally accepted accounting principles in
Chile, applied on a basis consistent with those applied in the preparation of
the most recent financial statements furnished to the Lenders and described in
Section 7.10.

         "Chilean Subsidiary" shall mean any Enersis Subsidiary whose principal
place of business is within Chile.

         "Chilectra" shall mean Chilectra S.A., a corporation (sociedad anonima)
organized and existing under the Law of Chile.

         "Chilectra Cayman" shall mean Chilectra acting through its Cayman
Islands Branch.

         "Chilectra Cayman Pledge Agreement" shall mean the Prenda Mercantil
Sobre Derechos, to be dated on or prior to the Closing Date, between Enersis
Cayman and the Collateral Agent, in substantially the form attached hereto as
Exhibit F, the terms of which have been acknowledged therein by Chilectra
Cayman.

         "Chilectra Cayman Recognition of Debt" shall mean the Recognition of
Debt executed by Chilectra Cayman acknowledging Indebtedness of Chilectra Cayman
to Enersis Cayman having a principal amount of U.S.$494,709,027, in
substantially the form of Exhibit H hereto.

         "Chilectra Pledge Agreement" shall mean the Prenda Mercantil Sobre
Derechos, to be dated on or prior to the Closing Date, between Enersis and the
Collateral Agent, in substantially the form attached hereto as Exhibit E, the
terms of which have been acknowledged therein by Chilectra.

         "Chilectra Recognition of Debt" shall mean the Recognition of Debt
executed by Chilectra acknowledging Indebtedness of Chilectra to Enersis having
a principal amount of U.S.$148,324,472, in substantially the form of Exhibit G
hereto.

         "Closing Date" shall have the meaning provided in Section 6.


                                       5
<PAGE>

         "Collateral" shall mean the Equity Collateral, all rights of Enersis
Cayman under all Indebtedness of Chilectra Cayman acknowledged pursuant to the
Chilectra Cayman Recognition of Debt, all rights of Enersis under all
Indebtedness of Chilectra acknowledged pursuant to the Chilectra Recognition of
Debt, all rights of Enersis Cayman with respect to all Indebtedness of
Endesa-Chile, acting through its Cayman Islands Branch, acknowledged pursuant to
the Endesa-Chile 2003 Liquidity Facility Recognition of Debt (but only at such
time as such rights are required to be pledged pursuant to Section 8.14 and the
Endesa-Chile 2003 Liquidity Facility Letter Agreement), all rights of Elesur
under the Elesur Recognition of Debt (if and when pledged in accordance with
Section 11.14) and all other property of any kind constituting collateral for
the Obligations under any of the Security Documents from time to time.

         "Collateral Agent" shall mean Banco Santander-Chile, a corporation
(sociedad anonima) organized and existing under the Law of Chile, and shall
include any successor Collateral Agent appointed pursuant to Section 12.9.

         "Commitment" shall mean, for each Lender with respect to any Borrower,
the amount set forth opposite such Lender's name with respect to such Borrower
in Schedule B under the heading "Commitment."

         "Consolidated Assets" shall mean, as to any Person and as of any date,
the assets of such Person and its Consolidated Subsidiaries on such date, as
determined on a consolidated basis in accordance with Chilean GAAP.

         "Consolidated EBITDA" shall mean, for any period, an amount, determined
on a consolidated basis for Enersis and its Consolidated Subsidiaries, and
calculated in accordance with Chilean GAAP, equal to the sum of (i) operating
income (before interest expense and interest income) for such period, plus (ii)
the consolidated depreciation and amortization expenses for such period;
provided, however, that in determining Consolidated EBITDA, there shall be
excluded therefrom (to the extent otherwise included therein) (a) extraordinary
gain or loss, including any income or expense attributable to acquisitions, (b)
Interest Expense (net of interest income), (c) any gain or loss attributable to
accounting for inflation or accounting for foreign exchange fluctuations, each
as required by Chilean GAAP, and (d) any gain or loss attributable to changes in
Chilean GAAP.

         "Consolidated Indebtedness" shall mean, as of any date, the
Indebtedness of Enersis and its Consolidated Subsidiaries on such date, as
determined on a consolidated basis in accordance with Chilean GAAP.

         "Consolidated Intangible Assets" shall mean, as of any date, the amount
(to the extent reflected in Enersis' Stockholder's Equity) of (i) all write-ups
(other than write-ups resulting from foreign currency translations and write-ups
of assets of a going concern business made within twelve months after the
acquisition of such business) subsequent to December 31, 2002 in the book value
of any asset owned by Enersis or a Consolidated Subsidiary thereof, and (ii) all
unamortized debt discount and expense, unamortized deferred charges, goodwill,
patents, trademarks, service marks, trade names, anticipated future benefit of
tax loss carryforwards, copyrights, organization or developmental expenses and
other intangible assets, all as determined on a consolidated basis in accordance
with Chilean GAAP.


                                       6
<PAGE>

         "Consolidated Subsidiaries" shall mean, as to any Person and as of any
date, all Subsidiaries of such Person and other entities the accounts of which
are or would be consolidated with those of such Person for financial reporting
purposes as of such date, in accordance with Chilean GAAP.

         "Consolidated Tangible Net Worth" shall mean, as of any date, the
Stockholder's Equity of Enersis less its Consolidated Intangible Assets on such
date.

         "Contingent Obligation" shall mean, as to any Person as of any date,
any obligation of such Person guaranteeing any Indebtedness ("Primary
Obligations") of any other Person (the "Primary Obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such Primary Obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such Primary
Obligation or (y) to maintain working capital or equity capital of the Primary
Obligor or otherwise to maintain the net worth or solvency of the Primary
Obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the holder of any such Primary Obligation of the ability of
the Primary Obligor to make payment of such Primary Obligation, or (iv)
otherwise to assure or hold harmless the holder of such Primary Obligation
against loss in respect thereof; provided, however, that the term "Contingent
Obligation" shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the Primary Obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

         "Debt Service" shall mean, for any period, the sum, without
duplication, of (i) Interest Expense of Enersis and its Chilean Subsidiaries on
an individual basis for such period, (ii) all principal paid during such period
in respect of Indebtedness for borrowed money of Enersis and its Chilean
Subsidiaries on an individual basis (excluding any such principal amount (A)
paid with the proceeds of any new Indebtedness or (B) paid pursuant to Section
5.3(a), (b) or (d) of these Agreements), (iii) all fees paid in respect of
Indebtedness for borrowed money of Enersis and its Chilean Subsidiaries on an
individual basis during such period and (iv) all other amounts paid in respect
of Indebtedness for borrowed money of Enersis and its Chilean Subsidiaries on an
individual basis during such period (including, by way of example only,
increased costs, breakage costs and additional amounts in respect of withholding
taxes).

         "Default" shall mean any event, act or condition which, with notice or
lapse of time, or both, would constitute an Event of Default.

         "Default Prevention Amount" shall mean, with respect to any Subsidiary
of Enersis, an amount of funds (in excess of funds otherwise available to such
Subsidiary) that if transferred or otherwise made available to such Subsidiary
will prevent the occurrence of a default under any Indebtedness of such
Subsidiary that would be an Event of Default.


                                       7
<PAGE>

         "Dividend Reinvestment Proceeds" shall mean with respect to any
dividend payment or other distribution made by Enersis to Endesa Spain (or any
of its Affiliates), (i) if made prior to such time as at least 66-2/3% of the
aggregate principal amount of Loans outstanding as of the Closing Date shall
have been repaid, the aggregate amount of such dividend and/or distribution in
excess of the minimum dividend required by Chilean Law and (ii) if made
thereafter, zero.

         "Documentation Agent" shall have the meaning provided in the first
paragraph hereof.

         "Dollar" and the sign "U.S.$" shall each mean freely transferable
lawful money of the United States of America.

         "Effective Date" shall have the meaning provided in Section 13.11.

         "Elesur" shall mean Elesur S.A., a corporation (sociedad anonima)
organized and existing under the Law of Chile.

         "Elesur Intercreditor Agreement" shall mean the Intercreditor
Agreement, to be dated on or prior to the Closing Date, between Elesur and the
Administrative Agent, in substantially the form attached hereto as Exhibit N.

         "Elesur Loan" shall mean the loans from Elesur to Enersis in an
aggregate principal amount of approximately UF58,700,000.

         "Elesur Pledge Agreement" shall mean the Prenda Mercantil Sobre
Derechos between Elesur and the Collateral Agent that may be executed and
delivered in accordance with Section 11.14, in substantially the form attached
hereto as Exhibit M, the terms of which will be separately acknowledged therein
by Enersis.

         "Elesur Recognition of Debt" shall mean the Recognition of Debt that
may be executed and delivered by Enersis in accordance with Section 11.14
acknowledging the Indebtedness of Enersis to Elesur, in substantially the form
attached hereto as Exhibit C.

         "Eligible Transferee" shall mean a Person that is an "accredited
investor" (as defined in Regulation D of the U.S. Securities Act of 1933, as
amended).

         "Endesa-Chile" shall mean Empresa Nacional de Electricidad S.A., a
corporation (sociedad anonima) organized and existing under the Law of Chile.

         "Endesa-Chile 2003 Liquidity Facility" shall mean a liquidity facility
pursuant to which Enersis Cayman may make available to Endesa-Chile, acting
through its Cayman Islands Branch, on any single Business Day on or prior to
July 31, 2003 borrowings not to exceed U.S.$300,000,000, the proceeds of which
must be applied solely to repay any amounts outstanding under the Medium-Term
Notes.


                                       8
<PAGE>

         "Endesa-Chile 2003 Liquidity Facility Letter Agreement" shall mean the
letter agreement, to be dated on or prior to the Closing Date, by Enersis Cayman
and Endesa-Chile, acting through its Cayman Islands Branch, to the
Administrative Agent, in substantially the form attached hereto as Exhibit J.

         "Endesa-Chile 2003 Liquidity Facility Pledge Agreement" shall mean the
Prenda Mercantil Sobre Derechos between Enersis Cayman and the Collateral Agent
that may be required to be executed and delivered pursuant to Section 8.14and
the Endesa-Chile 2003 Liquidity Facility Letter Agreement, in substantially the
form attached hereto as Exhibit L, the terms of which will be acknowledged
therein by Endesa-Chile, acting through its Cayman Islands Branch.

         "Endesa-Chile 2003 Liquidity Facility Recognition of Debt" shall mean
the Recognition of Debt (in substantially the form attached hereto as Exhibit K)
that may be required to be executed and delivered by Endesa-Chile, acting
through its Cayman Islands Branch, pursuant to Section 8.14 and the Endesa-Chile
2003 Liquidity Facility Letter Agreement, which Recognition of Debt acknowledges
the Indebtedness of Endesa-Chile, acting through its Cayman Islands Branch, to
Enersis Cayman under the Endesa Chile 2003 Liquidity Facility.

         "Endesa-Chile Credit Agreement" shall mean the Credit Agreement, dated
as of the date hereof, among Endesa-Chile, acting through its Cayman Islands
Branch, as borrower, various financial institutions, as lenders, Citibank N.A.,
as administrative agent and certain other parties.

         "Endesa-Chile Internacional" shall mean Endesa-Chile Internacional, a
corporation organized and existing under the Law of the Cayman Islands.

         "Endesa Internacional" shall mean Endesa Internacional S.A., a
corporation (sociedad anonima) organized and existing under the Law of Spain.

         "Endesa Internacional Support Agreement" shall mean the Support
Agreement, to be dated on or prior to the Closing Date, between Endesa
Internacional and the Administrative Agent, in substantially the form attached
hereto as Exhibit Q.

         "Endesa Spain" shall mean ENDESA, S.A., a corporation (sociedad
anonima) organized and existing under the Law of Spain, or any Permitted Endesa
Spain Successor.

         "Enersis" shall have the meaning specified in the first paragraph
hereof.

         "Enersis Cayman" shall have the meaning specified in the first
paragraph hereof.

         "Enersis Group Company" shall mean the Borrowers, Endesa Internacional,
Elesur, Chilectra, Chilectra Cayman, Endesa-Chile, acting through its Cayman
Islands Branch, and any other Person (other than the Administrative Agent) that
executes and delivers an Intercreditor Agreement from time to time.


                                       9
<PAGE>

         "Enersis Subsidiary" shall mean any Subsidiary of Enersis other than,
until such time as all amounts under the Endesa-Chile Credit Agreement shall
have been paid, Endesa-Chile or any of its Subsidiaries.

         "Environmental Laws" shall mean, at any time, any and all Laws and any
and all rules and bases of liability regulation or standards of conduct, in each
case concerning pollution or protection of human health or the environment, as
are in effect at such time.

         "Equity Collateral" shall mean the 98.23% of the outstanding capital
stock of Chilectra that is to be pledged to the Collateral Agent for the benefit
of the Lenders pursuant to the Share Pledge Agreement.

         "Equity Release Date" shall have the meaning specified in Section 3.2.

         "Escrow Agent" shall mean Banco Santander-Chile, as escrow agent under
the Escrow Agreement, and shall include any successor escrow agent appointed
pursuant to the terms of the Escrow Agreement.

         "Escrow Agreement" shall mean the Escrow Agreement, to be dated on or
prior to the Closing Date, among the Borrowers, the Administrative Agent and the
Escrow Agent, in substantially the form attached hereto as Exhibit P.

         "Event of Default" shall have the meaning provided in Section 11.

         "Excess Cash" shall mean, for any period, (i) the sum, without
duplication, of (A) Adjusted Operating Cash Flow for such period, (B) the
decrease, if any, in working capital of Enersis and its Chilean Subsidiaries on
an individual basis (other than any such decrease resulting from the periodic
reclassification of long-term Indebtedness as short-term Indebtedness as a
result of the passage of time), excluding cash or cash equivalents, from the
opening of business on the first day, to the close of business on the last day,
of such period and (C) the excess, if any, of the aggregate unrestricted cash on
hand (including cash equivalents) of Enersis and its Chilean Subsidiaries at the
close of business on the last day prior to the beginning of such period over
U.S.$1,000,000 (or its equivalent in other currencies) minus (ii) the sum,
without duplication, of (A) Permitted Capital Expenditures and Permitted
Investments of Enersis and its Chilean Subsidiaries made during such period (but
only to the extent not paid from the proceeds of Asset Sales or Indebtedness or
otherwise financed), (B) the increase, if any, in working capital of Enersis and
its Chilean Subsidiaries on an individual basis (taking into account any
decrease in working capital resulting from the periodic reclassification of
long-term Indebtedness as short-term Indebtedness as a result of the passage of
time), excluding cash or cash equivalents, from the opening of business on the
first day, to the close of business on the last day, of such period, (C) taxes
paid by Enersis and its Chilean Subsidiaries on an individual basis during such
period, (D) any dividend paid by Enersis during such period (but only to the
extent required to be paid under the Law of Chile) and (E) Debt Service for such
period. Notwithstanding the foregoing, to the extent otherwise included in
calculating Excess Cash, all amounts that qualify as Net Proceeds and have been
applied in accordance with Section 5.3(a) shall be excluded from the calculation
of Excess Cash.


                                       10
<PAGE>

         "Excluded Debt" shall mean (i) any Indebtedness incurred on or after
January 1, 2006 and maturing after the Maturity Date, to the extent the proceeds
thereof (but in no event more than the then outstanding principal amount of the
6.90% Notes) are deposited into the 6.90% Notes Escrow Account under the Escrow
Agreement on or prior to November 22, 2006 and used solely to repay on December
1, 2006 the outstanding principal amount of the 6.90% Notes, (ii) all or such
portion of any Indebtedness incurred by any Chilean Subsidiary which is applied
solely to refinance third-party financial Indebtedness of such Subsidiary
outstanding on the Closing Date, (iii) Indebtedness incurred by any Foreign
Subsidiary which has (after giving effect to the application of proceeds of such
Indebtedness) paid in full all of the intercompany Indebtedness (if any) of such
Foreign Subsidiary outstanding on the Closing Date, other than the amount of
such Indebtedness applied to the payment of such intercompany Indebtedness, (iv)
all or such portion of any Indebtedness incurred by any Foreign Subsidiaries
which (x) the Borrowers elect to treat as Excluded Debt, in amounts not to
exceed U.S.$15,000,000 (or its equivalent in other currencies) in the aggregate
at any time outstanding for any single such Foreign Subsidiary and
U.S.$50,000,000 (or its equivalent in other currencies) in the aggregate at any
time outstanding for all such Foreign Subsidiaries or (y) is applied by any such
Foreign Subsidiary solely to refinance its third-party financial Indebtedness
(if any) outstanding on the Closing Date, (v) working capital Indebtedness of
Enersis and its Chilean Subsidiaries owed to any third-party other than
Endesa-Chile, in an amount not to exceed U.S.$125,000,000 (or its equivalent in
other currencies) in the aggregate from time to time outstanding, (vi)
Indebtedness of Enersis to Endesa-Chile in an amount not to exceed
U.S.$100,000,000 (or its equivalent in other currencies) in the aggregate at any
time outstanding, provided that while any such amount described in this clause
(vi) is outstanding Endesa-Chile shall have no Indebtedness outstanding to
Enersis (including, without limitation, under the Endesa-Chile 2003 Liquidity
Facility), (vii) Indebtedness incurred by a Subsidiary pursuant to a Permitted
Investment, and (viii) Indebtedness incurred by the Borrowers hereunder.

         "Existing Indebtedness" shall have the meaning provided in Section
7.22.

         "Fair Market Value" shall mean, with respect to any asset or property,
a price for such asset or property (taking into account any purchase price
adjustment paid or payable in connection with the sale of such asset or
property) that could be negotiated in an arms-length free market transaction,
for cash, between a willing seller and a willing buyer, neither of whom is under
pressure or compulsion to complete the transaction.

         "Federal Funds Rate" shall mean, for any period, a fluctuating interest
rate equal for each day during such period to the weighted average of the rates
on overnight Federal Funds transactions with members of the United States
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
Funds brokers of recognized standing selected by the Administrative Agent.

         "Fees" shall mean all amounts payable pursuant to or referred to in
Section 4.1.


                                       11
<PAGE>

         "Ficha Estadistica Codificada Uniforme" or "FECU" shall mean the form
set forth in Circular No. 1501 of 2000, as amended from time to time, issued by
the Superintendencia de Valores y Seguros of Chile under which the Persons
subject to its supervision shall file their quarterly and annual financial
statements.

         "Foreign Subsidiary" shall mean any Enersis Subsidiary whose principal
place of business is outside of Chile.

         "Government Agency" shall mean any ministry, administrative department,
agency, regulatory authority, instrumentality, corporation, or other
governmental body or entity, including taxing authorities.

         "Governmental Approval" shall mean any authorization, approval,
consent, license, opinion (concepto) of, or registration, filing or recording
with, any Government Agency.

         "Hazardous Materials" shall mean any hazardous or toxic substances,
materials or wastes, defined, listed, classified or regulated as such in or
under any Environmental Laws, including, without limitation, asbestos, petroleum
or petroleum products (including gasoline, crude oil or any fraction thereof),
polychlorinated biphenyls and ureformaldehyde insulation.

         "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person (a) evidenced by any notes, bonds, debentures or similar instruments made
or issued by such Person, (b) for borrowed money, or (c) for the deferred
purchase price of property or services, except for current trade accounts
payable incurred in the ordinary course of business of such Person which are to
be repaid in full not more than one year after the date on which such trade
accounts payable are originally incurred, (ii) the face amount of all letters of
credit issued for the account of such Person and all drafts drawn thereunder,
(iii) all liabilities secured by any Lien on any property owned by such Person,
whether or not such liabilities have been assumed by such Person, (iv) the
aggregate amount of Capitalized Lease Obligations of such Person, (v) all
Contingent Obligations of such Person and (vi) solely for purposes of Section
11.5, the aggregate amount of all net obligations under any Interest Rate
Protection or Other Hedging Agreement or under any similar type of agreement
entered into by such Person.

         "Indemnified Costs" shall have the meaning provided in Section 12.6.

         "Infraestructura 2000" shall mean Infraestructura Dos Mil S.A., a
corporation (sociedad anonima) organized and existing under the Law of Chile.

         "Initial Deposit" shall have the meaning specified in the Escrow
Agreement.

         "Intercreditor Agreement" shall have the meaning provided in the
definition of "Qualifying Endesa Spain Loan".

         "Interest Determination Date" shall mean, with respect to the Loans,
the second Business Day prior to the commencement of any Interest Period
relating to the Loans.


                                       12
<PAGE>

         "Interest Expense" shall mean, for any period, all cash interest
expense (including imputed interest with respect to Capitalized Lease
Obligations and fees) with respect to any Indebtedness for borrowed money
(including, without limitation, the Obligations) of Enersis and its Chilean
Subsidiaries on an individual basis during such period pursuant to the terms of
such Indebtedness, all as calculated in accordance with Chilean GAAP.

         "Interest Period" shall mean with respect to any Loan (i) initially,
the period commencing on the Closing Date and ending on the last day of the
period selected by the Borrowers pursuant to the provisions set forth below and
(ii) thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by the Borrowers pursuant to the provisions set forth below. The
duration of each such Interest Period shall be one, two, three or six months, as
the Borrowers may select (so long as no Default or Event of Default shall have
occurred and be continuing), upon notice received by the Administrative Agent
not later than 9:00 a.m. (New York City time) on the third Business Day prior to
the first day of such Interest Period; provided, however, that:

                  (a)      all Loans shall have the same Interest Period;

                  (b)      if any Interest Period would otherwise expire on a
         day that is not a Business Day, such Interest Period shall expire on
         the next succeeding Business Day unless the result of such extension
         would be to carry such Interest Period into another calendar month, in
         which event such Interest Period shall expire on the immediately
         preceding Business Day;

                  (c)      any Interest Period that begins on the last Business
         Day of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (d) below, expire on the last Business
         Day of the calendar month which is the specified number of months after
         the commencement of such Interest Period; and

                  (d)      no Interest Period shall be selected if it extends
         beyond the last day of a calendar month containing a Principal Payment
         Date.

If, upon the expiration of any Interest Period, the Borrowers shall have failed
to select, or are not permitted to select, a new Interest Period as provided
above, the Administrative Agent shall select a new Interest Period in accordance
with the criteria set forth above; provided, however, that such Interest Period
may, at the discretion of the Administrative Agent, have a duration of one day
or one week with respect to any overdue amounts bearing interest as determined
pursuant to Section 2.7(b) hereof.

         "Interest Rate Protection or Other Hedging Agreements" shall mean any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedging agreement or other similar agreement or
arrangement, or any foreign exchange contracts, currency swap agreements,
commodity agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency values or interest rates.


                                       13
<PAGE>

         "Investments" shall mean, with respect to any Person, any direct or
indirect advance, loan, or other extension of credit (including, without
limitation, by means of any guarantee or similar arrangement) or any capital
contribution to (by means of transfers of property to others, payments for
property or services for the account or use of others, or otherwise), any
conversion into equity of intercompany Indebtedness, any entry into any limited
partnership or joint venture as a general partner or any other purchase or
ownership of any stocks, bonds, notes, debentures, limited liability company or
limited partnership interests or other securities of any other Person.
Investments shall not include accounts receivable arising in the ordinary course
of business.

         "Law" shall mean any constitution, treaty or convention, any statute,
law, code, ordinance, decree, order, rule, regulation, directive, guideline,
interpretation, direction, policy or request (whether or not having the force of
law), or any judicial, administrative or arbitral decision.

         "Lender" shall have the meaning provided in the first paragraph hereof.

         "Lending Office" shall mean, with respect to each Lender, the office of
such Lender specified opposite its name on the signature pages below, or such
other office as such Lender may from time to time specify as such to the
Borrowers or the Administrative Agent.

         "LIBOR" shall mean, with respect to an Interest Period, (a) the average
of the rates per annum which appear on Telerate Page 3750 for deposits in
Dollars, for a period approximately equal to such Interest Period, as of 11:00
a.m. (London time) on the date which is two Business Days prior to the
commencement of such Interest Period, divided (and rounded, if necessary, upward
to the next whole multiple of 1/32 of 1%) by a percentage equal to 100% minus
the then stated maximum rate of all reserve requirements, if any (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable on the date two Business Days prior to the commencement of
such Interest Period to (i) any member bank of the United States Federal Reserve
System in respect of Eurocurrency liabilities (as defined in Regulation D) or
(ii) any Lender lending from a Lending Office in a member state participating in
the European Monetary Union by virtue of regulations of the European Central
Bank or (b) if applicable, such rate as is determined pursuant to Section
2.7(d).

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under any
recording or notice statute, and any lease having substantially the same effect
as any of the foregoing).

         "Loan" shall have the meaning provided in Section 2.1.


                                       14
<PAGE>

         "Loan Documents" shall mean these Agreements, the Security Documents,
the Escrow Agreement, the Elesur Intercreditor Agreement, the Endesa-Chile 2003
Liquidity Facility Letter Agreement, the Endesa Internacional Support Agreement,
the Notes and other documentation required hereby or thereby to be executed and
delivered by a Borrower or any other Enersis Group Company from time to time
pursuant to the terms hereof or thereof (including, without limitation, any
Intercreditor Agreement, the Amended and Restated Elesur Intercreditor
Agreement, the Elesur Recognition of Debt, the Elesur Pledge Agreement, the
Endesa-Chile 2003 Liquidity Facility Recognition of Debt, the Endesa-Chile 2003
Liquidity Facility Pledge Agreement and any Additional Endesa Internacional
Support Agreement, in each case only from and after such time, and to the
extent, executed and delivered pursuant to the terms hereof), in each case as
modified, supplemented or amended from time to time pursuant to the terms hereof
or thereof.

         "Mandated Lead Arranger and Bookrunner" shall have the meaning provided
in the first paragraph hereof.

         "Manso de Velasco" shall mean Inmobiliaria Manso de Velasco Ltda., a
limited liability company (limitada) organized and existing under the Law of
Chile.

         "Material Adverse Effect" shall mean any material adverse effect on (i)
the business, operations, property, assets, condition (financial or otherwise)
or prospects of the Borrowers and the Relevant Subsidiaries, taken as a whole,
(ii) the ability of any Enersis Group Company to perform its obligations under
any Loan Document, (iii) the legality, validity, binding effect or
enforceability of any material provision of any of the Loan Documents, or (iv)
the rights and remedies of any of the Administrative Agent, the Collateral Agent
and the Lenders under any Loan Document; provided that in no event shall the
failure to comply with any financial covenant in the Refinanced Debt be deemed
by itself to give rise to a Material Adverse Effect.

         "Maturity Date" shall mean the date that is the last Principal Payment
Date.

         "Medium-Term Notes" shall mean the (euro)400,000,000 floating rate
notes due July 24, 2003 issued by Endesa-Chile Internacional pursuant to that
certain trust deed dated June 15, 2000 with Citicorp Trustee Company Limited as
trustee.

         "Minority Interests" shall mean, as of any date, the minority interests
of Enersis in other Persons (as calculated in accordance with Chilean GAAP and
as set forth in line item 5.23.00.00, titled INTERES MINORITARIO, or any
successor line item, of Enersis' most recently filed FECU).

         "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.


                                       15
<PAGE>

         "Net Asset Sale Proceeds" shall mean (i) (A) the Proceeds with respect
to Enersis in connection with any Asset Sale by Enersis, but excluding any such
Proceeds received from the sale of machinery or equipment and reinvested within
180 days of receipt in replacement machinery or equipment for the same line of
business and (B) any insurance proceeds (excluding any portion of such proceeds
corresponding solely to loss of profits) received by Enersis in respect of any
assets of Enersis to the extent not applied to replace or repair such assets
within 180 days of receipt, and (ii) all such Proceeds with respect to any
Enersis Subsidiary in connection with any Asset Sale or insurance proceeds in
respect of any assets of any Enersis Subsidiary, except to the extent such
Proceeds are not required to be made available to Enersis pursuant to Section
8.2; provided that after such time as at least 66-2/3% of the aggregate
principal amount of Loans outstanding as of the Closing Date shall have been
repaid, Net Asset Sale Proceeds shall not include Proceeds from any Asset Sale
to the extent such Proceeds are reinvested within 180 days of receipt in
Regulated Assets or properties and assets directly related thereto; provided
further that any proceeds that would otherwise constitute Net Asset Sale
Proceeds but for their potential reinvestment within 180 days in accordance with
this definition shall not be excluded from Net Asset Sale Proceeds unless such
proceeds are either promptly (x) applied to such reinvestment or (y) deposited
into the Asset Sale Reserve Escrow Account and utilized within 180 days of
receipt for such reinvestment or, to the extent not so utilized, promptly
applied by the Borrowers, no later than the day following the 180th day after
receipt (or, if not a Business Day, on the next succeeding Business Day), to
prepay, ratably, the Loans outstanding on such date in accordance with Section
5.3(a).

         "Net Debt Issuance Proceeds" shall mean (i) the Proceeds with respect
to a Borrower in connection with any issuance of Indebtedness (other than
pursuant to a cuenta corriente mercantil with a term no longer than 30 days),
other than Excluded Debt, by any Borrower, and (ii) the Proceeds with respect to
any Enersis Subsidiary in connection with any issuance of Indebtedness (other
than pursuant to a cuenta corriente mercantil with a term no longer than 30
days), other than Excluded Debt, by such Enersis Subsidiary, except to the
extent such Proceeds are not required to be made available to Enersis pursuant
to Section 8.2.

         "Net Equity Issuance Proceeds" shall mean (i) the Proceeds with respect
to Enersis in connection with the sale of any capital stock or other issuance of
equity securities by Enersis (excluding any Dividend Reinvestment Proceeds and
the proceeds of any equity issued to Endesa Spain or an Affiliate of Endesa
Spain solely to provide for the repayment of the Elesur Loan), provided that,
after Enersis has received in the aggregate U.S.$500,000,000 of such Proceeds,
"Net Equity Issuance Proceeds" shall mean 50% of any additional Proceeds from
such sale or issuance, and (ii) the Proceeds with respect to any Enersis
Subsidiary in connection with any sale of capital stock or other issuance of
equity securities by such Enersis Subsidiary (other than pursuant to a Permitted
Investment), except to the extent such Proceeds are not required to be made
available to Enersis pursuant to Section 8.2.

         "Net Proceeds" shall mean any Net Asset Sale Proceeds, Net Equity
Issuance Proceeds, Net Debt Issuance Proceeds and all amounts repaid by
Endesa-Chile to Enersis from time to time under the Endesa-Chile 2003 Liquidity
Facility.

         "Net Proceeds Escrow Account" shall mean the Net Proceeds Escrow
Account to be established pursuant to the Escrow Agreement.

         "Non-Subsidiary Affiliate" shall mean any Affiliate of Enersis or an
Enersis Subsidiary that is not also a Subsidiary of Enersis or an Enersis
Subsidiary, respectively.


                                       16
<PAGE>

         "Noon Buying Rate" shall mean the noon buying rate in New York City for
cable transfers in foreign currencies as certified for customs purposes by the
Federal Reserve Bank of New York.

         "Note" and "Notes" shall have the meanings provided in Section 2.5(a).

         "Notice of Borrowing" shall have the meaning specified in Section 2.3.

         "Obligations" shall mean all present and future obligations,
liabilities and other amounts owing to the Lenders, the Administrative Agent and
the Collateral Agent pursuant to the terms of these Agreements or any other Loan
Document.

         "Observed Dollar Rate" shall mean the official exchange rate for
converting Pesos into Dollars (dolar observado) published by the Central Bank
pursuant to Paragraph No. 6 of Chapter I of Title I of the Compendium of Foreign
Exchange Regulations issued by the Central Bank on the date on which a Dollar
equivalent is to be determined.

         "Office" shall mean the office of the Administrative Agent, located at
(i) with respect to Dresdner Bank Luxembourg S.A., 26, rue du Marche-aux-Herbes,
L-2097, Luxembourg or such other office as it may hereafter designate as such to
the other parties hereto, or (ii) with respect to Banco Bilbao Vizcaya
Argentaria S.A., Via de los Poblados s/n, 4th Floor, 28033 Madrid, Spain or such
other office as it may hereafter designate as such to the other parties hereto.

         "Ownership Percentage" shall mean the percentage of a Subsidiary's
equity that is directly or indirectly owned by Enersis or Endesa Spain (other
than through Enersis), as the case may be; provided that, in the case of a
Permitted Investment in Cerj, the Ownership Percentages of Enersis (including
its ownership through Chilectra) and Endesa Spain shall be calculated as though
Enersis, Chilectra and Endesa Spain were the only shareholders of Cerj.

         "Payment Date" shall mean (i) the last day of any Interest Period and
(ii) with respect to any six-month Interest Period, the date which would be the
last day of a three-month Interest Period beginning on the same day as such
six-month Interest Period (determined in accordance with the definition of
Interest Period).

         "Payoff Certificate" shall have the meaning provided in Section 2.4(b).

         "Pehuenche" shall mean Empresa Electrica Pehuenche S.A., a corporation
(sociedad anonima) organized and existing under the Law of Chile.

         "Permitted Asset Swap" shall mean any Asset Sale the consideration for
which is Regulated Assets or properties and assets directly related thereto.

         "Permitted Capital Expenditures" shall have the meaning provided in
Section 10.2.


                                       17
<PAGE>

         "Permitted Cash Equivalents" shall mean any investments in cash
equivalents but only to the extent such investments are permitted pursuant to
the policy of a Borrower in effect from time to time and approved by the board
of directors of such Borrower.

         "Permitted Endesa Spain Successor" shall mean any Person into which
Endesa Spain shall merge or to which it shall transfer all or substantially all
of its assets, provided that after giving effect to such transaction, the
unsecured long-term foreign currency debt rating of such Person by each of S&P
and Moody's shall be at least equal (including with respect to outlook) to the
unsecured long-term foreign currency debt rating of Endesa Spain immediately
prior to giving effect to such transaction.

         "Permitted Investment" shall mean an Investment by Enersis in a
Subsidiary of Enersis in an amount not to exceed Enersis' Ownership Percentage
of the Default Prevention Amount in respect of such Subsidiary; provided that
such Investment in fact prevents the occurrence of an Event of Default
hereunder.

         "Person" shall mean any individual, partnership, limited partnership,
joint venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or any agency, department or instrumentality
thereof.

         "Pesos" shall mean the freely transferable lawful money of Chile.

         "Prime Rate" shall mean the rate which Citibank N.A. announces from
time to time as its prime lending rate, the Prime Rate to change when and as
such prime lending rate changes. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer
by Citibank N.A., which may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

         "Principal Payment Date" shall mean each of (i) the date that is 30
months after the Closing Date and (ii) each of the next five six-month
anniversaries thereof; provided that if any Principal Payment Date would fall on
a day that is not a Business Day, such Principal Payment Date shall be the next
succeeding Business Day, unless the result of such extension would be to cause
such Principal Payment Date to occur in another calendar month, in which event
such Principal Payment Date shall be the immediately preceding Business Day;
provided further that if any Principal Payment Date would fall on a day that is
not a Payment Date, such Principal Payment Date shall be the next succeeding
Payment Date in the same calendar month.

         "Pro Rata Portion" shall mean, with respect to any incurrence of
Qualifying Indebtedness, a portion of the Equity Collateral of Chilectra equal
to the proportion that the initial principal amount of the relevant Qualifying
Indebtedness represents to the aggregate principal amount of the Loans on the
Closing Date.


                                       18
<PAGE>

         "Proceeds" shall mean, with respect to any Person in connection with
any transaction, the aggregate amount of cash proceeds received from time to
time (whether as initial consideration or through payment or disposition of
deferred consideration) by or on behalf, or on account of, such Person in
connection with the relevant transaction after deducting therefrom only (without
duplication) (i) reasonable and customary brokerage commissions, underwriting
fees and discounts, legal fees, finder's fees and other similar fees and
commissions and reasonable and documented out-of-pocket expenses and (ii) in the
case of an Asset Sale, (A) the taxes paid or payable in respect thereof after
taking into account any reduction in tax liability due to available tax credits
or deductions and any tax sharing arrangements and (B) the amount of any
Indebtedness secured by a Lien on any asset subject to such Asset Sale that, by
the terms of such transaction, is required to be repaid upon such disposition,
in each case to the extent, but only to the extent, that the amounts so deducted
are, at the time of receipt of such cash, actually paid or payable to a Person
that is not an Affiliate of such Person or Enersis or any Affiliate of Enersis
and are properly attributable to such transaction or to the property that is the
subject thereof. If there shall occur any reduction in the amount of taxes
payable referred to in clause (ii)(A) of the preceding sentence, the amount of
such reduction (to the extent deducted pursuant to such clause (ii)(A)) shall
then be deemed to be Proceeds.

         "Qualifying Endesa Spain Loan" shall mean any loan made by Endesa Spain
or any of its Affiliates to either Borrower, the terms of which provide that no
principal or interest is payable thereunder at any time prior to the date that
is one year after the Maturity Date, and in connection with which (and no later
than the time such loan is made) (i) the lender thereunder and the
Administrative Agent duly authorize, execute and deliver an intercreditor
agreement, in substantially the form attached hereto as Exhibit R (an
"Intercreditor Agreement"), and the lender thereunder delivers a letter from the
Person appointed as the process agent for such lender in substantially the form
attached hereto as Exhibit AA and indicating such Person's consent to its
appointment by such lender as its agent to receive service of process in
connection therewith, (ii) to the extent such loan is not made by Endesa Spain
or Endesa Internacional, Endesa Internacional and the Administrative Agent duly
authorize, execute and deliver an Additional Endesa Internacional Support
Agreement guaranteeing all payment obligations of such lender under such
Intercreditor Agreement and (iii) the Borrowers shall have delivered (or caused
to be delivered) to the Administrative Agent opinions addressed to the
Administrative Agent, the Collateral Agent and the Lenders of legal counsels to
the lender party to the intercreditor agreement and Endesa Internacional (to the
extent an Additional Endesa Internacional Support Agreement is required to be
delivered pursuant to clause (ii)), in each case in form and substance and from
such counsels and in such jurisdictions reasonably satisfactory to legal counsel
or counsels to the Administrative Agent and the Collateral Agent.

         "Qualifying Indebtedness" shall mean any Indebtedness (i) having an
average life at least equal to that of the Loans at the time such Indebtedness
is incurred and (ii) all of the Proceeds of which are applied to prepay amounts
outstanding under the Loans.

         "Recognition of Debt" shall mean a reconocimiento de deuda, executed by
the borrower of the Indebtedness acknowledged in such instrument, in
substantially the form attached hereto as Exhibit D.

         "Reference Banks" shall mean the principal London offices of four major
banks in the London interbank market, as reasonably selected by the
Administrative Agent.

         "Refinanced Debt" shall have the meaning provided in Section 2.2.


                                       19
<PAGE>

         "Register" shall have the meaning provided in Section 13.18.

         "Regulated Assets" shall mean, with respect to any Person, the assets
of such Person, the sole or principal use (or, in the case of shares of capital
stock or other ownership interests, the sole or principal business of the
issuer) of which consists of (i) the generation, transmission, trading,
distribution and/or supply of electric energy, (ii) activities related to the
production, distribution and/or supply of potable water, and (iii) all other
for-profit activity regulated by a Government Agency.

         "Regulation D" shall mean Regulation D of the Board of Governors of the
United States Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

         "Relevant Subsidiary" shall mean, with respect to Enersis as of any
date, Chilectra and any other Subsidiary that meets any of the following
conditions:

         (a)      Enersis' and any Enersis Subsidiaries' Investments in and
                  advances to the Subsidiary exceed 5% of the Consolidated
                  Assets of Enersis (it being understood that, for a proposed
                  business combination to be accounted for as a pooling of
                  interests, this condition is also met when the number of
                  common shares exchanged by Enersis exceeds 5% of its total
                  common shares outstanding at the date the combination is
                  initiated); or

         (b)      Enersis' and any Enersis Subsidiaries' proportionate share of
                  the total assets (after intercompany eliminations) of the
                  Subsidiary exceeds 5% of the Consolidated Assets of Enersis;
                  or

         (c)      after the Effective Date, Enersis has made a Permitted
                  Investment in the Subsidiary;

         provided, however, that in the case of Central Costanera S.A., a
         corporation (sociedad anonima) organized and existing under the Law of
         the Republic of Argentina and Empresa Distribuidora Sur S.A., a
         corporation (sociedad anonima) organized and existing under the Law of
         the Republic of Argentina, such entities shall be considered Relevant
         Subsidiaries only if they meet any of the conditions set forth in
         clauses (a) or (b) above using in each case a 10% threshold in lieu of
         5%; and provided further that a Subsidiary that becomes and is, at the
         time in question, a Relevant Subsidiary solely as a result of clause
         (c) above will cease to be a Relevant Subsidiary once all Permitted
         Investments in that Subsidiary have been repaid or otherwise returned
         to Enersis. All determinations set forth in clauses (a) and (b) above
         shall be made by reference to the most recent consolidated financial
         statements of Enersis prepared in accordance with U.S. GAAP and
         furnished to the Lenders and described in Section 7.10(a)(v) or
         required to be furnished to the Lenders pursuant to Section 8.4(c).


                                       20
<PAGE>

         "Required Lenders" shall mean (i) at any time prior to the Closing
Date, Lenders holding more than 66-2/3% of the Total Commitment under both
Agreements (on an aggregate basis) and (ii) at any time on or after the Closing
Date, the holders of more than 66-2/3% of the then aggregate unpaid principal
amount of all of the Loans under both Agreements (on an aggregate basis).

         "Sale Lease-Back Transaction" shall have the meaning provided in
Section 10.13.

         "Santa Rosa Property" shall mean the real properties listed on Schedule
C hereto which are located at Santa Rosa 76, in Santiago, Chile.

         "Security Documents" shall mean the Chilectra Pledge Agreement, the
Chilectra Cayman Pledge Agreement, the Share Pledge Agreement, the Endesa-Chile
2003 Liquidity Facility Pledge Agreement (but only from and after such time, and
to the extent, required to be executed and delivered pursuant to Section 8.14
and the Endesa-Chile 2003 Liquidity Facility Letter Agreement), the Elesur
Pledge Agreement (but only from and after such time, and to the extent, executed
and delivered in accordance with Section 11.14) and any and all contracts,
instruments and other documents now or hereafter executed and delivered in
connection with these Agreements pursuant to which any security interest in
Collateral is granted to the Collateral Agent for the benefit of the Lenders.

         "S&P" shall mean Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "Share Pledge Agreement" shall mean the Prenda Comercial Sobre
Acciones, to be dated on or prior to the Closing Date, between Enersis and the
Collateral Agent, in substantially the form attached hereto as Exhibit I, the
terms of which have been acknowledged therein by Chilectra.

         "Spain" shall mean the Kingdom of Spain.

         "Stockholder's Equity" shall mean, as of any date and without
duplication, the sum of all items which in conformity with Chilean GAAP would be
included in stockholders' equity in the consolidated balance sheet of Enersis as
of such date plus, to the extent not included, the aggregate principal amount
outstanding under any Qualifying Endesa Spain Loans plus Minority Interests of
Enersis and its Consolidated Subsidiaries as of such date, as determined on a
consolidated basis in accordance with Chilean GAAP.

         "Subsidiary" shall mean, as to any Person, any corporation or other
entity of which securities or other ownership interests having by the terms
thereof ordinary voting power to elect a majority of the board of directors or
other persons having similar functions of such corporation or other entity
(irrespective of whether or not at the time securities or other ownership
interest of such corporation or other entity shall have or might have voting
power by reason of the happening of any contingency) are at the time directly or
indirectly owned by such Person.


                                       21
<PAGE>

         "SVS" shall mean Superintendencia de Valores y Seguros, an agency of
the Chilean government.

         "Syndication Agent" shall have the meaning provided in the first
paragraph hereof.

         "Taxes" shall have the meaning provided in Section 5.5.

         "Telerate Page 3750" shall mean the display designated as page "3750"
on the BRIDGE Telerate Service (or such other page as may replace page "3750" on
such service).

         "Total Commitment" shall mean, with respect to each Credit Agreement,
the sum of the Commitments to make Loans to the Borrower thereunder, which sum
shall not exceed U.S.$200,000,000 in the case of Enersis, and
U.S.$1,387,504,578.16 in the case of Enersis Cayman.

         "UF" shall mean Unidad de Fomento, an inflation adjusted unit of
account having a Peso equivalent published monthly by the Central Bank for each
day in the immediately following month.

         "United States" and "U.S." shall each mean the United States of
America.

         "U.S. GAAP" shall mean generally accepted accounting principles in the
United States, consistently applied.

         "Winding-up" shall mean, as to any Person, any case, proceeding or
action relating to bankruptcy, winding-up, dissolution, liquidation,
amalgamation, reconstruction, reorganization, administration, insolvency,
conservatorship or relief of debtors, or any other similar case, proceeding or
action under the Law of any jurisdiction in which such Person is incorporated,
domiciled or resident or carries on business or has property or assets.

         1.2.     Principles of Construction.

         (a)      All references to Sections, Schedules and Exhibits are to
Sections, Schedules and Exhibits in or to these Agreements unless otherwise
specified. The words "hereof," "herein" and "hereunder" and words of similar
import when used in these Agreements shall refer to each Credit Agreement as a
whole and not to any particular provision thereof.

         (b)      All accounting terms not specifically defined herein shall be
construed in accordance with Chilean GAAP.

         Section 2. Amount and Terms of Credit.

         2.1.     Agreement to Lend. Subject to and upon the terms and
conditions set forth herein, each Lender severally and not jointly agrees to
lend to the Borrower or Borrowers specified opposite its name on Schedule B
hereto on the Closing Date the amount of its Commitment to such Borrower (each
such loan, a "Loan" and Loans made by a Lender or all the Lenders to the
Borrowers, as the context requires, the "Loans"). Once repaid or prepaid, the
Loans may not be reborrowed.


                                       22
<PAGE>

         2.2.     General Purpose. Each Loan made under each Credit Agreement
shall be used in each case solely to repay, to the Lender making such Loan, the
outstanding Indebtedness of the Borrower to such Lender listed in Schedule A
hereto (the "Refinanced Debt").

         2.3.     Notice of Borrowing. The Borrowers shall request the
Borrowings under the Agreements in the full amount of the Commitments by a
single written notice in substantially the form attached hereto as Exhibit A,
appropriately completed to specify the Closing Date (which shall be a Business
Day) and the initial Interest Period, and irrevocably instructing each Lender to
apply the full amount of each Borrowing to the repayment of the Refinanced Debt
in the manner described in Section 2.4. Such notice and instruction (the "Notice
of Borrowing") shall be irrevocable and given to the Administrative Agent at its
Office not later than 9:00 a.m. (New York City time) on the third Business Day
prior to the proposed Closing Date. The Administrative Agent shall promptly
transmit such Notice of Borrowing to each Lender.

         2.4.     Making of Loans; Repayment of Refinanced Debt.

         (a)      No later than 11:00 a.m. (New York City time) on the Closing
Date, each Lender will make available in Dollars, through such Lender's Lending
Office, the full amount of such Lender's Commitment to each Borrower, and credit
the amount so made available to such Borrower. Each Borrower hereby irrevocably
instructs each Lender making a Loan to it immediately to apply such amount to
the payment in full of the aggregate principal amount of the Refinanced Debt
owed to such Lender. The transaction contemplated by this Section 2.4(a) shall
be deemed to have taken effect unless one or more Lenders shall have provided to
the Administrative Agent written notice by no later than 9 a.m. (New York City
time) on the date set forth in the Notice of Borrowing as the date of the
"Proposed Borrowing" (as defined therein) stating that it will not make the
Loans in the full amount of its Commitment or apply such amount to the payment
of the Refinanced Debt owed to such Lender (as such amount is set forth in the
Payoff Certificate).

         (b)      On the Closing Date, simultaneously with the making of the
Loans and the repayment of the Refinanced Debt, each Borrower shall pay to each
Lender making a Loan to it (either directly or through the administrative agent
with respect to such Refinanced Debt, in each case in accordance with the terms
of the applicable Refinanced Debt), in immediately available funds in Dollars,
any and all interest accrued and unpaid in respect of the Refinanced Debt to,
but excluding, the Closing Date, together with premium, taxes, breakage costs
(to the extent such breakage costs are known at such time) and other amounts
then due and owing to such Lender in respect of such Refinanced Debt in
accordance with the terms thereof and in the amounts set forth in a certificate
(a "Payoff Certificate") provided by such Lender to the relevant Borrower no
later than two days prior to the Closing Date.


                                       23
<PAGE>

         (c)      Each Lender agrees that (x) it shall, upon payment in full of
the principal outstanding thereunder and all other amounts owing thereunder (in
each case as set forth in the Payoff Certificate), deliver to the relevant
Borrower such documentation, cancelled notes or other instruments required to be
delivered upon satisfaction of the Refinanced Debt owing to such Lender, in
accordance with the terms of such Refinanced Debt and (y) upon payment in full
of the principal outstanding thereunder and all other amounts owing thereunder
(in each case as set forth in the Payoff Certificate), all claims of the Lenders
in respect of the Refinanced Debt shall be released in full and all arrangements
in respect of the Refinanced Debt (except for any breakage costs not set forth
in the Payoff Certificate and any provisions of such documents intended to
survive such payment) shall be terminated.

         2.5.     Notes.

         (a)      Each Borrower's obligation to pay the principal of, and
interest on, each Loan made by a Lender to such Borrower shall be evidenced by a
promissory note duly executed and delivered by such Borrower, substantially in
the form of Exhibit B, with blanks appropriately completed in conformity
herewith (each, a "Note" and, collectively, the "Notes"). Each Note issued to
each Lender (i) shall be payable to the order of such Lender and be dated the
Closing Date, (ii) shall be in a stated principal amount equal to the amount
borrowed from such Lender and be payable in the principal amount of the Loan
evidenced thereby, (iii) shall be payable on each Principal Payment Date in the
amounts specified for each such date in Section 5.1, (iv) shall bear interest as
provided in Section 2.7, (v) shall be entitled to the benefits of these
Agreements and the other Loan Documents and (vi) shall qualify as a titulo
ejecutivo in Chile subject, in the case of the Notes issued by Enersis Cayman,
to compliance with certain procedural and tax requirements under Chilean Law.
Each Lender will note on its internal records the amount of each Loan made by it
and each payment in respect thereof and will, prior to any transfer of its Note,
endorse on the reverse side thereof the outstanding principal amount of the Loan
evidenced thereby. Failure to make any such notation, however, shall not affect
the Borrower's obligations in respect of such Loan.

         (b)      No Lender shall, in connection with the enforcement of any
Note, be required to introduce into evidence or prove the existence of any
Credit Agreement or the other Loan Documents (other than such Note) or the
making of Loans. In addition, each Borrower shall, from time to time at its
expense, execute and/or deliver to each Lender that has made Loans to such
Borrower, such amendments to the Notes that may, in the reasonable judgment of
such Lender, be necessary and desirable, in order to ensure that the Notes duly
reflect the terms of these Agreements. Each of the Lenders agrees that it shall
not exercise its right under Section 2(b) of its Note to declare the full amount
of all obligations under such Note to be due and payable prior to the stated
maturity and shall not make demand for payment with respect thereto unless and
until the principal of all Loans shall have become due and payable (whether by
acceleration or otherwise).

         2.6.     Default by Lender. No Lender shall be responsible for any
default by any other Lender in respect of its obligation to make any Loan
hereunder. In the event that any Lender shall for any reason fail to make any
Loan required hereunder on the Closing Date and to provide the notice to the
Administrative Agent in accordance with the last sentence of Section 2.4(a), and
such failure shall continue past 11:00 a.m., New York City time, on the Business
Day immediately following the Closing Date, such defaulting Lender shall be
liable for any and all costs, losses and expenses incurred by the Administrative
Agent, the Collateral Agent and the Lenders in connection with the failure of
the Borrowings to occur and the Refinanced Debt to be repaid; provided that the
Borrowers shall pay the amount of such costs, losses and expenses to the Lenders
(other than the defaulting Lender), the Administrative Agent and the Collateral
Agent to the extent not promptly paid by the defaulting Lender; provided further
that no such payment by the Borrowers shall relieve the defaulting Lender of its
obligations hereunder, and the Borrowers shall be subrogated to the rights of
the Administrative Agent, the Collateral Agent and the Lenders with respect
thereto.


                                       24
<PAGE>

         2.7.     Interest.

         (a)      Each Borrower shall pay interest in respect of the unpaid
principal amount of each Loan made to such Borrower from the Closing Date until
the maturity thereof (whether by acceleration or otherwise) at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to LIBOR
for such Interest Period plus the Applicable Margin.

         (b)      Overdue principal and, to the extent permitted by applicable
Law, overdue interest in respect of any Loan and any other overdue amount
payable by any Borrower hereunder shall bear interest at a rate per annum equal
to LIBOR as determined by the Administrative Agent plus the sum of (i) the
Applicable Margin and (ii) 2%; provided, however, that the interest rate after
maturity shall not be less than the rate of interest applicable thereto at
maturity plus 2%.

         (c)      Accrued (and theretofore unpaid) interest shall be payable (i)
on each Payment Date, (ii) upon any prepayment (on the amount prepaid), (iii) at
maturity (whether by acceleration or otherwise) and (iv) after such maturity, on
demand.

         (d)      On each Interest Determination Date, the Administrative Agent
shall determine the interest rate and shall promptly notify the Borrowers and
the Lenders thereof. Each such determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto. If, on the Interest
Determination Date, the Telerate Page 3750 is not being displayed, the
Administrative Agent will request the Reference Banks to provide the
Administrative Agent with their offered quotations for deposits in Dollars, for
a period substantially equal to the applicable Interest Period and in an amount
substantially equal to the outstanding principal amount of the Loans, to prime
lenders in the London interbank market at approximately 11:00 a.m., London time,
on such Business Day. If at least two such quotations are provided, LIBOR shall
be calculated using the average of such quotations, and divided (and rounded, if
necessary, upward to the next whole multiple of 1/32 of 1%) by a percentage
equal to 100% minus the then stated maximum rate of all reserve requirements, if
any (including, without limitation, any marginal, emergency, supplemental,
special or other reserves) applicable on the Interest Determination Date to any
member bank of the United States Federal Reserve System in respect of
Eurocurrency liabilities (as defined in Regulation D). If (A) fewer than two
Reference Banks provide quotations to the Administrative Agent to determine
LIBOR, or (B) the Administrative Agent is advised by the Reference Banks that
deposits in Dollars are not offered to the Reference Banks in the London
interbank market for such Interest Period, the Administrative Agent shall
forthwith give notice thereof to the Borrowers and the Borrowers and the
Administrative Agent shall negotiate in good faith to determine LIBOR or a
substitute rate. Pending such determination, the Interest Rate shall be computed
on the basis of LIBOR as determined for the immediately preceding Interest
Period. If the Borrowers and the Administrative Agent reach agreement as to the
determination of LIBOR or a substitute rate within 15 calendar days after the
giving of notice by the Administrative Agent, the Loans shall bear interest at
an interest rate equal to the sum of LIBOR or such substitute rate as agreed by
the Borrowers and the Administrative Agent and the Applicable Margin. If the
Borrowers and the Administrative Agent do not reach agreement within such
period, the Loans shall bear interest at an interest rate equal to the sum of
the Alternative Rate in effect from time to time and the Applicable Margin until
such time as LIBOR can be determined.


                                       25
<PAGE>

         2.8.     Increased Costs, Illegality, Etc.

         (a)      In the event that any Lender shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
on all the parties hereto):

         (i)      at any time, that such Lender shall incur increased costs or
                  reductions (other than Taxes, which are governed by Section
                  5.5) in the amounts received or receivable or become liable to
                  make any payment or forego any interest or other return
                  hereunder with respect to any Loan because of (x) any change
                  on or after the Effective Date in any applicable Law (or in
                  the interpretation or administration thereof by any Government
                  Agency charged with the administration thereof and including
                  the introduction of any new Law) such as, for example, but not
                  limited to, a change in official reserve requirements, but, in
                  all events, excluding reserves required under Regulation D or
                  under any applicable regulations of the European Central Bank,
                  in each case, to the extent included in the computation of
                  LIBOR and/or (y) other circumstances affecting such Lender or
                  the relevant London interbank market, or the position of such
                  Lender in such market; or

         (ii)     at any time, that the making or continuance of any Loan (x)
                  has been made or is asserted to be unlawful by any Law, (y)
                  has been made impossible by compliance by such Lender with any
                  Law or (z) has been made impracticable as a result of a
                  contingency occurring on or after the Effective Date which
                  materially and adversely affects the relevant London interbank
                  market;

then, and in any such event, such Lender shall promptly give notice (by
telephone confirmed in writing) to each Borrower to which it has made a Loan and
to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each other Lender). Thereafter,
(x) in the case of clause (i) above, the relevant Borrower shall pay to the
Lender, upon written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing in reasonable detail the basis for the calculation
thereof, submitted to such Borrower by such Lender shall, absent manifest error,
be final and conclusive and binding on all the parties hereto), and (y) in the
case of clause (ii) above, the relevant Borrower shall take one of the actions
specified in Section 2.8(b) as promptly as possible and, in any event, within
the time period required by Law.


                                       26
<PAGE>

         (b)      At any time that any Loan is affected by the circumstances
described in Section 2.8(a)(i) or (ii), the relevant Borrower may (and in the
case of the circumstances described in Section 2.8(a)(ii), the relevant Borrower
shall) (x) if no Loans have then been made, cancel all Borrowings by the
Borrowers by giving the Administrative Agent notice by telephone (confirmed in
writing) of cancellation on the same date that the relevant Borrower receives
notice of such circumstance pursuant to Section 2.8(a)(ii) above, or (y) if any
Loan is outstanding hereunder upon at least three Business Days' written notice
to the Administrative Agent, (A) if, but only if, the affected Lender notifies
the relevant Borrower that use of the Alternative Rate would remedy such
circumstances, require that the interest rate applicable to such Loan be the
Alternative Rate in effect from time to time plus the Applicable Margin or (B)
prepay such Loan pursuant to Section 5.2; provided, however, that if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 2.8(b).

         (c)      If any Lender determines at any time that the adoption of any
applicable Law concerning capital adequacy on or after the Effective Date, or
any change on or after the Effective Date in any applicable Law concerning
capital adequacy, or any change on or after the Effective Date in the
interpretation or administration thereof by any Government Agency, will have the
effect of increasing the amount of capital required or expected to be maintained
by such Lender or any corporation controlling such Lender based on the existence
of such Lender's obligations or loans hereunder, including, without limitation,
any increased costs resulting from the implementation of the proposed revised
Basel Capital Accord as outlined in the Consultative Document issued by the
Basel Committee on Banking Supervision in January 2001 (or any superseding
version of the Basel Capital Accord released by the Basel Committee on Banking
Supervision) or resulting from the application of any capital adequacy formula
implemented under such proposed revised Basel Capital Accord in combination with
any subsequent events relating to the Borrowers, then each Borrower to which
such Lender has made a Loan shall pay to such Lender, upon its written demand
therefor, such additional amounts as shall be required to compensate such Lender
or such corporation for the increased cost to such Lender or such corporation or
the reduction in the rate of return to such Lender or such other corporation as
a result of such increase of capital. In determining such additional amounts,
such Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that such Lender's
determination of compensation owing under this Section 2.8(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.
Each Lender, upon determining that any additional amounts will be payable
pursuant to this Section 2.8(c), will give prompt written notice thereof to the
relevant Borrower, which notice shall show in reasonable detail the basis for
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of the relevant Borrower's obligations
to pay additional amounts pursuant to this Section 2.8(c).


                                       27
<PAGE>

         (d)      Notwithstanding anything contained in this Section 2.8 to the
contrary, no Borrower will be required to pay any additional amount allocable to
any period more than one year prior to the date a demand in respect thereof was
made under Section 2.8(a) or (c), as the case may be, unless the change giving
rise to such demand is retroactive.

         2.9.     Compensation. Each Borrower shall compensate any Lender making
a Loan to it, upon such Lender's written request (which request shall set forth
in reasonable detail the basis for requesting such compensation and shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto), for all reasonable costs, losses, expenses and liabilities (including,
without limitation, any cost, loss, expense or liability incurred by reason of
the liquidation or reemployment of deposits or other funds required by such
Lender or the Administrative Agent to fund, maintain or make any Loan) which
such Lender may sustain: (i) if for any reason (other than a default by such
Lender or the Administrative Agent) the Borrowings do not occur on the Closing
Date; (ii) if any repayment (including any prepayment made pursuant to Section
5) is made on a date which is not the last day of an Interest Period; (iii) if
any prepayment is not made on any date specified in a notice of prepayment given
by such Borrower; or (iv) as a consequence of (x) a default by such Borrower to
repay the Loans when required by the terms of these Agreements or the Notes or
(y) any action taken pursuant to Section 2.8(b).

         2.10.    Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.8(a)(i) or
(ii), Section 2.8(c) or Section 5.5, it will, if requested by the relevant
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another Lending Office for any Loan affected by such
event, provided that such designation would not, in such Lender's determination
(which shall, absent manifest error, be final and conclusive and binding on all
parties hereto), cause the Lender to suffer any material economic disadvantage
or any legal or regulatory disadvantage. Nothing in this Section 2.10 shall
affect or postpone any obligations of such Borrower or the right of such Lender
provided in Section 2.8 or Section 5.5.

         2.11.    Replacement of Lenders. If, upon the occurrence of an event
giving rise to the operation of Sections 2.8 or 5.5 which results in the
affected Lender charging to a Borrower increased costs or taxes in excess of
those being generally charged by the other Lenders, such Borrower shall have the
right to cause such Lender to assign its Loans and Notes pursuant to Section
13.4 to one or more other Eligible Transferees (including another Lender)
identified by such Borrower; provided that such assignment shall be acceptable
to the Administrative Agent and shall not (in the judgment of the affected
Lender), be disadvantageous (economically or in any other respect) to the
affected Lender.

         Section 3. Security.

         3.1.     The Collateral. The Loans shall be secured by a perfected
first-priority security interest in the Collateral.


                                       28
<PAGE>

         3.2.     Release of Security. No Collateral other than the Equity
Collateral shall be released at any time until all Obligations have been paid in
full. No Equity Collateral shall be released until the date (the "Equity Release
Date") on which (x) 66-2/3% or more of the aggregate principal amount of the
Loans outstanding on the Closing Date shall have been repaid and (y) no
Qualifying Indebtedness shall be secured on such date by a Lien on any Equity
Collateral, at which time all Equity Collateral shall be released; provided
that, if any Borrower or any of its Subsidiaries incurs Qualifying Indebtedness
prior to such date, the Collateral Agent shall release a Pro Rata Portion of the
Equity Collateral, but only in such amounts so that (i) prior to the Equity
Release Date, the Collateral Agent retains a first-priority security interest in
at least 51% of the outstanding capital stock of Chilectra and (ii) prior to
such time as 33 1/3% or more of the aggregate principal amount of the Loans
outstanding on the Closing Date shall have been repaid, such release is in
connection with an incurrence of Qualifying Indebtedness having an aggregate
principal amount of at least U.S.$150,000,000 (or its equivalent in other
currencies).

         3.3.     Application of Proceeds. The proceeds of any sale or
disposition of all or any part of the Collateral pursuant the Security Documents
shall be applied as follows:

         (a)      First, to the reimbursement of sums expended by the Lenders
and/or the Administrative Agent and/or the Collateral Agent pursuant to the
Security Documents and to the payment of the costs and expenses of such sale or
disposition, or any other enforcement action pursuant to the Security Documents,
including any fees, reasonable attorney's fees, and all other expenses incurred
in connection therewith, with a reasonable reserve for any liabilities incurred
in connection therewith;

         (b)      Second, to the Administrative Agent to be applied ratably to
the payment in full of other Obligations; and

         (c)      Third, to the pledgor or as a court of competent jurisdiction
otherwise directs.

         Section 4. Fees; Termination of Commitments.

         4.1.     Fees. The Borrowers shall pay to the Administrative Agent such
fees as have been agreed to in writing by the Borrowers and the Administrative
Agent. The Borrowers shall pay to each Mandated Lead Arranger and Bookrunner
such fees as have been agreed to in writing by the Borrowers and such Mandated
Lead Arranger and Bookrunner.

         4.2.     Mandatory Termination of Commitments. The Total Commitment
(and the Commitment of each Lender) shall, if the Closing Date has not occurred
on or prior to such date, terminate in its entirety on the Availability Expiry
Date.

         Section 5. Prepayments; Payments.

         5.1.     Scheduled Repayments. Subject to adjustment pursuant to
Sections 5.2 and 5.3(e), each Borrower shall repay the Loans on each Principal
Payment Date in an aggregate principal amount (for each such Loan on each such
date) equal to one-sixth of the aggregate principal amount of such Loan
outstanding on the Closing Date.


                                       29
<PAGE>

         5.2.     Voluntary Prepayments. The Borrowers shall have the right to
prepay the Loans, without premium or penalty, in whole or in part from time to
time on the following terms and conditions: (i) the Borrowers shall give the
Administrative Agent at its Office at least three Business Days' prior written
notice (which shall be irrevocable) of each Borrower's intent to prepay its
Loans and the amount of such prepayment; (ii) such prepayment shall be in an
aggregate principal amount of not less than U.S.$25,000,000 and integral
multiples of U.S.$5,000,000 in excess thereof; (iii) each Borrower shall have
received all required Governmental Approvals with respect to such prepayment;
(iv) each Borrower shall prepay the same percentage of the outstanding amount of
its Loans; and (v) each prepayment by a Borrower in respect of its Loans shall
be applied pro rata among such Loans, in inverse order of the scheduled
repayments of such Loans to be made pursuant to Section 5.1; provided that the
Borrowers shall reimburse the Lenders for any amounts that may be due to such
Lenders pursuant to Section 2.9 in connection with such prepayment.

         5.3.     Mandatory Prepayments.

         (a)      All Net Proceeds shall be promptly applied by the Borrowers as
follows: (i) if the Net Proceeds are realized or received on or prior to
November 20, 2003, either deposited into the 2003 Bond Escrow Account or the Net
Proceeds Escrow Account in accordance with, and for application as provided in,
the Escrow Agreement; or (ii) if the Net Proceeds are realized or received after
November 20, 2003, deposited into the Net Proceeds Escrow Account for
application as provided in the Escrow Agreement; provided that, in each case, if
the Net Proceeds are realized or received no more than three Business Days prior
to a Payment Date and are not deposited into the 2003 Bond Escrow Account or the
Net Proceeds Escrow Account, the Borrowers shall pay such Net Proceeds directly
to the Administrative Agent on such Payment Date to be applied to prepay,
ratably, the Loans outstanding on such Payment Date; and provided further that
the Borrowers may, at their option, pay any Net Proceeds realized or received
immediately to the Administrative Agent to be applied to prepay, ratably, the
Loans outstanding at such time. To the extent amounts are deposited by the
Borrowers into the 2003 Bond Escrow Account or the Net Proceeds Escrow Account
in accordance with the preceding sentence, the Borrowers shall promptly give
notice of the same to the Administrative Agent and, to the extent such amounts
are (i) deposited into the Net Proceeds Escrow Account or (ii) deposited into
the 2003 Bond Escrow Account and to be used to prepay the Loans, the
Administrative Agent shall promptly give notice to the Escrow Agent of the next
Payment Date on which such funds shall be released to the Administrative Agent.
Any funds released to the Administrative Agent under the Escrow Agreement
(including, without limitation, from the 6.90% Notes Escrow Account and the
Asset Sale Reserve Escrow Account) shall be applied to prepay, ratably, the
Loans outstanding on the date so released. Notwithstanding the foregoing, (A) in
no event shall the amount deposited in the 2003 Bond Escrow Account exceed (in
the aggregate) U.S.$300,000,000 plus the amount necessary to pay the outstanding
principal amount of any 6.60% Notes that may be put by the holders of the 6.60%
Notes to Enersis Cayman on December 1, 2003 and (B) unless otherwise requested
by the Required Lenders, no funds shall be required to be released by the
Administrative Agent under the Escrow Agreement on a Payment Date until all
amounts to be applied pursuant to this Section 5.3(a) on such Payment Date
exceed U.S.$1,000,000.


                                       30
<PAGE>

         (b)      On the first Payment Date to occur after April 20 of each year
after December 31, 2003, the Loans then outstanding shall be prepaid by the
Borrowers, ratably, in an aggregate amount equal to 75% of Excess Cash for the
immediately preceding fiscal year (as determined by reference to the audited
financial statements of Enersis referenced in Section 8.4(b) and prepared in
accordance with Chilean GAAP for such fiscal year).

         (c)      On the first Payment Date to occur at least 31 days after the
date of any dividend payment or distribution by Enersis to Endesa Spain (or any
of its Affiliates), the Loans then outstanding shall be prepaid by the
Borrowers, ratably, in an amount equal to 100% of the Dividend Reinvestment
Proceeds corresponding to such dividend payment or distribution.

         (d)      All amounts owed to each Lender under these Agreements shall
become immediately due and payable at the option of such Lender upon the
occurrence of a Change of Control. Each Lender electing such prepayment shall,
not later than 30 Business Days after receipt of written notice from the
Borrowers of the occurrence of a Change of Control, require a prepayment of all
amounts owed to such Lender hereunder and provide written notice thereof to the
relevant Borrower.

         (e)      All mandatory prepayments required to be made pursuant to
clauses (a), (b) and (c) of this Section 5.3 shall be applied by each Borrower
to prepay the same percentage of the outstanding principal amount of the Loans
under its Credit Agreement. All mandatory prepayments required to be made
pursuant to (a) and (c) of this Section 5.3 shall be applied by each Borrower to
pay ratably its outstanding Loans in direct order of the scheduled repayments of
such Loans to be made pursuant to Section 5.1. All mandatory prepayments
required to be made under clause (b) of this Section 5.3 shall be applied by
each Borrower to pay ratably its outstanding Loans in inverse order of the
scheduled repayments of such Loans to be made pursuant to Section 5.1. Each
prepayment made under this Section 5.3 shall be made by the relevant Borrower in
immediately available funds in Dollars and shall be made together with all
interest accrued and unpaid in respect of the amount of such prepayment to, but
excluding, the date of such payment, together with any and all amounts described
in Sections 2.9 and 5.5 in respect thereof.

         5.4.     Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under these Agreements or the Notes shall be made
to the Administrative Agent for the account of the Lender or Lenders entitled
thereto not later than 11:00 a.m. (New York time) on the date when due and shall
be made in Dollars and in immediately available funds to the Administrative
Agent's Office, or to any other account designated by the Administrative Agent
to the Borrowers for such purpose. Except as otherwise provided for herein,
whenever any payment to be made under these Agreements or under any Note shall
be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension.


                                       31
<PAGE>

         5.5.     Net Payments. All payments made by the Borrowers under these
Agreements or under any Note will be made without setoff, counterclaim or other
defense. All such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction (or any political subdivision or taxing authority thereof or
therein) and all interest, penalties or similar liabilities with respect thereto
(but excluding (i) any tax imposed on or measured by the net income or net
profits of a Lender or its Lending Office, or any branch or Affiliate thereof,
and (ii) all franchise taxes, branch taxes, taxes on doing business or taxes on
the overall capital or net worth of each Lender or its Lending Office, or any
branch or Affiliate thereof, imposed by the applicable taxing authority pursuant
to an express statutory provision, rule, regulation or administrative
pronouncement which specifically provides that such tax is imposed in lieu of a
tax imposed on or measured by net income or net profits of each Lender, Lending
Office, branch or Affiliate thereof, in each case pursuant to the Law of the
jurisdiction in which such Lender, Lending Office, branch or Affiliate is
organized or located, or in which its principal executive office is located, or
any political subdivision thereof or therein) (collectively, "Taxes"). If any
Taxes are so levied or imposed, each Borrower agrees to pay the full amount of
such Taxes and such additional amounts as may be necessary so that every payment
of all amounts due in respect of a Loan to such Borrower hereunder or under any
Note, after withholding or deduction for or on account of any Taxes, will not be
less than the amount provided for herein or in such Note. Each Borrower will
furnish to the Administrative Agent or any Lender, promptly following request
thereof, certified copies of tax receipts evidencing such payment by such
Borrower. Each Borrower shall indemnify and hold harmless the Administrative
Agent and each Lender, and reimburse the Administrative Agent and each Lender
upon its written request, for the amount of any Taxes so levied or imposed and
paid by the Administrative Agent or such Lender.

         Section 6. Conditions Precedent to the Borrowing.

         The obligations of the Lenders to make the Loans shall become effective
on the date that all of the following conditions shall have been satisfied (or
waived in accordance with Section 13.13) (the "Closing Date"):

         6.1.     Elesur Loan. Either (a) Elesur shall have capitalized all
amounts outstanding under the Elesur Loan (including by prepayment with the
proceeds from an equity issuance to Endesa Spain or one of its Affiliates or
with the proceeds of any payment made by Enersis under the Elesur Loan) in a
manner reasonably satisfactory to the Lenders or (b) to the extent not so
capitalized, (i) Elesur and the Administrative Agent shall have duly executed
and delivered the Elesur Intercreditor Agreement and (ii) Endesa Internacional
and the Administrative Agent shall have duly executed and delivered the Endesa
Internacional Support Agreement.

         6.2.     Effectiveness; Execution of Loan Documents; Notes. The
Effective Date shall have occurred, each of these Agreements, the Security
Documents, the Escrow Agreement, the Elesur Intercreditor Agreement, the
Endesa-Chile 2003 Liquidity Facility Letter Agreement and the Endesa
Internacional Support Agreement shall have been duly executed and delivered by
each of the parties thereto and each Borrower shall have delivered to the
Administrative Agent for the account of each of the Lenders making Loans to such
Borrower the appropriate Notes duly executed by such Borrower in the amount,
with the maturity and as otherwise provided herein.


                                       32
<PAGE>

         6.3.     No Default; Representations and Warranties. At the time of the
Borrowing and after giving effect thereto in accordance with Section 2.4(a), (i)
there shall exist no Default or Event of Default and (ii) all representations
and warranties contained herein and in the other Loan Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the Closing Date
(except for such representations and warranties which by their terms are made as
of a specified date, which shall be true and correct in all material respects as
of such date).

         6.4.     No Default; Indebtedness. At the time of the Borrowing and
after giving effect thereto in accordance with Section 2.4(a), no event, act or
condition shall have occurred in respect of any Indebtedness of Enersis or any
of its Subsidiaries in an outstanding principal amount in excess of
U.S.$30,000,000 (or its equivalent in other currencies) that with the giving of
notice or the lapse of time or both would permit the holders of such
Indebtedness to declare such Indebtedness due and payable prior to its stated
maturity.

         6.5.     Endesa-Chile Credit Agreement Closing. The disbursement of the
loans under the Endesa-Chile Credit Agreement shall occur simultaneously with
the disbursement of the Loans hereunder.

         6.6.     Notice of Borrowing. The Administrative Agent shall have
received a Notice of Borrowing meeting the requirements of Section 2.3.

         6.7.     Opinions of Counsel to the Borrowers. The Administrative Agent
shall have received from each of (i) Davis Polk & Wardwell, special New York
counsel to the Borrowers, (ii) Domingo Valdes Prieto, internal Chilean counsel
to Enersis, (iii) Domingo Valdes Prieto, internal Chilean counsel to Enersis
Cayman, (iv) Gonzalo Vial Vial, internal Chilean counsel to Elesur, (v) Gonzalo
Vial Vial, internal Chilean counsel to Chilectra, (vi) Carlos Martin Vergara,
internal Chilean counsel to Endesa-Chile, (vii) Maples and Calder, special
Cayman Islands counsel to Enersis Cayman, Chilectra Cayman and Endesa-Chile, and
(viii) Alfonso Arias Canete, internal Spanish counsel to Endesa Internacional,
an opinion addressed to the Administrative Agent, the Collateral Agent and each
of the Lenders and dated the Closing Date, each in form and substance
satisfactory to the Lenders, the Administrative Agent and the Collateral Agent,
covering the matters set forth in Exhibits T, U, V, W, X, Y, Z and AA,
respectively, and such other matters incident to the transactions contemplated
herein as any Lender, the Administrative Agent or the Collateral Agent may
reasonably request.

         6.8.     Opinions of Counsel to the Lenders, the Administrative Agent
and the Collateral Agent. The Administrative Agent shall have received from each
of (i) Cleary, Gottlieb, Steen & Hamilton, special New York counsel to the
Lenders, the Administrative Agent and the Collateral Agent, (ii) Barros y
Errazuriz Abogados, special Chilean counsel to the Lenders, the Administrative
Agent and the Collateral Agent, (iii) Hunter & Hunter, special Cayman Islands
counsel to the Lenders, the Administrative Agent and the Collateral Agent, and
(iv) Clifford Chance S.C., special Spanish counsel to the Lenders, the
Administrative Agent and the Collateral Agent, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Closing Date, each in form and substance satisfactory to the Lenders, the
Administrative Agent and the Collateral Agent.


                                       33
<PAGE>

         6.9.     Corporate Documents; Proceedings.

         (a)      The Administrative Agent shall have received a certificate
from the Borrowers, dated the Closing Date, signed by the Chief Executive
Officer (Gerente General) or Chief Financial Officer (Gerente de Finanzas) of
the Borrowers and attested to by the Secretary to the board of directors of the
Borrowers, in substantially the form attached hereto as Exhibit BB with
appropriate insertions, together with copies of (i) the estatutos sociales of
Enersis, (ii) in the case of Enersis Cayman, its Certificate of Registration and
Certificate of Good Standing in the Cayman Islands and (iii) the resolutions of
the Borrowers referred to in such certificate.

         (b)      The Administrative Agent shall have received a certificate
from Elesur, dated the Closing Date, signed by the Chief Executive Officer
(Gerente General) or Chief Financial Officer (Gerente de Finanzas) of Elesur,
and attested to by the Secretary to the board of directors of Elesur in
substantially the form attached hereto as Exhibit CC with appropriate
insertions, together with copies of (i) the constituent documents of Elesur and
(ii) the resolutions of Elesur referred to in such certificate.

         (c)      The Administrative Agent shall have received a certificate
from Endesa Internacional, dated the Closing Date, signed by the Secretary or
Deputy Secretary to the board of directors of Endesa Internacional and attested
to by the President of the board of directors of Endesa Internacional, in
substantially the form attached hereto as Exhibit DD with appropriate
insertions, together with copies of (i) the by-laws of Endesa Internacional and
(ii) the resolutions of Endesa Internacional referred to in such certificate.

         (d)      All corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated in the Loan
Documents delivered on the Closing Date shall be reasonably satisfactory in form
and substance to the Lenders.

         6.10.    Governmental and Other Approvals. All necessary Governmental
Approvals and third party approvals and/or consents in connection with the
transactions contemplated herein and in the other Loan Documents or otherwise
referred to herein or therein, shall have been obtained and remain in effect,
and all applicable waiting periods with respect hereto or thereto shall have
expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of the transactions contemplated herein and in the other Loan
Documents or otherwise referred to herein or therein. Additionally, there shall
not exist any judgment, order, injunction or other restraint issued or filed or
a hearing seeking injunctive relief or other restraint, pending or notified,
prohibiting or imposing materially adverse conditions upon the transactions
contemplated herein and in the other Loan Documents or otherwise referred to
herein or therein.

         6.11.    Appointment of Agent for Service of Process. The
Administrative Agent shall have received a letter from each Person appointed as
the process agent for each party to each Loan Document that is required by such
Loan Document to appoint a process agent in substantially the form attached
hereto as Exhibit EE and indicating its consent to its appointment by such
Person as its agent to receive service of process in connection with the
transactions contemplated in such Loan Document.


                                       34
<PAGE>

         6.12.    No Change in Condition. There shall not have occurred since
December 31, 2002, any material adverse change in the business, operations,
property, assets, condition (financial or otherwise) or prospects of the
Borrowers and the Relevant Subsidiaries, taken as a whole; provided that in no
event shall the failure to comply with any financial covenant in the Refinanced
Debt be deemed by itself to give rise to any such material adverse change.

         6.13.    Market Conditions. There shall not have occurred any material
disruption or material adverse change or any development involving a prospective
material adverse change, in United States, Cayman Islands, Chilean or
international financial, banking or capital markets (including, without
limitation, market conditions for securities of or loan transactions involving
Latin American or Chilean issuers or borrowers), or financial, political or
economic conditions, or currency exchange rates or exchange controls applicable
to Dollars or Pesos.

         6.14.    Payments. All amounts required to be paid under these
Agreements and the other Loan Documents (including, without limitation, all fees
and expenses payable under these Agreements and all accrued interest, premium,
taxes and other amounts in respect of the Refinanced Debt) shall have been paid
to the extent then due; provided that, in the case of any payments (other than
principal) in respect of the Refinanced Debt, such payments shall be deemed paid
for purposes of this Section 6.14 to the extent received by the administrative
agent, if applicable, with respect to such Refinanced Debt.

         6.15.    Perfection of Security Interest in Collateral. The Collateral
Agent shall have received (i) certificates evidencing the Equity Collateral and
(ii) all instruments and documents evidencing intercompany Indebtedness owing
from Chilectra or Chilectra Cayman to any Borrower (including, without
limitation, the Chilectra Recognition of Debt and the Chilectra Cayman
Recognition of Debt), the Collateral shall be free and clear of any Lien (other
than Liens permitted under Section 10.8), all documents and instruments shall
have been properly prepared for filing and/or recording in all applicable
jurisdictions, in form and substance satisfactory to the Lenders, as required by
Law (or reasonably requested by any Lender) to perfect the first priority Liens
created by the Security Documents, and the Collateral Agent shall be satisfied
that all such filings and recordings will be completed promptly following the
Closing Date and that all taxes, fees and other charges payable in connection
with the filing and/or recording of all such documents and instruments will be
paid in full by the Borrowers.

         6.16.    Delivery of Financial Statements. The audited financial
statements described in Section 7.10 shall have been delivered to the Lenders.

         6.17.    Funding of 2003 Bond Escrow Account. The Borrowers shall have
delivered to the Administrative Agent evidence satisfactory to the Lenders of
the funding of the Initial Deposit into the 2003 Bond Escrow Account in
accordance with the Escrow Agreement.

         6.18.    Commitment by Endesa Spain. The Lenders shall have received
written confirmation by Endesa Spain as set forth in Exhibit FF hereto of its
commitment with respect to the matters specified therein.


                                       35
<PAGE>

         6.19.    Central Bank Notification. The Administrative Agent shall have
received a copy (satisfactory to the Lenders) of the notice that the Borrowers
will deliver to the Central Bank of the existence of these Agreements in
accordance with Chapters VIII and XIV of the Compendium of Foreign Exchange
Regulations.

         The acceptance of the benefits of the Loans by the Borrowers shall
constitute a representation and warranty by each Borrower to each of the Lenders
extending a Loan to such Borrower that all the conditions specified in Sections
6.3 and 6.10 have been satisfied as of that time. The Notes, certificates, legal
opinions and other documents and papers referred to in this Section 6, unless
otherwise specified, shall be delivered to the Administrative Agent at its
Office for the account of each of the Lenders and in sufficient counterparts for
each party to the Loan Documents (except for the Notes) and shall be
satisfactory in form and substance to the Lenders.

         Section 7. Representations and Warranties.

         In order to induce each Lender to enter into these Agreements and to
make the Loans, each of the Borrowers makes the following representations and
warranties as of the Effective Date, which shall survive the execution and
delivery of these Agreements and the Notes and the making of the Loans:

         7.1.     Corporate Status.

         (a)      Each of the Borrower and the Relevant Subsidiaries (i) is a
duly organized and validly existing corporation in good standing under the Law
of the jurisdiction of its incorporation, (ii) has the power and authority to
own its property and assets and to transact the business in which it is engaged,
and (iii) is duly qualified as a foreign corporation and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified would have a Material Adverse Effect.

         (b)      No meeting has been convened or is planned for the Winding-up
of the Borrower or any of the Relevant Subsidiaries or, in the case of Enersis
Cayman, for the removal of the Borrower's name from the Register of Companies
maintained in the Cayman Islands Register pursuant to Part IX of the Companies
Law (2002 Revision), and, to the best knowledge of the Borrower, there is no
petition, application or similar proceeding outstanding for the Winding-up of
the Borrower or any of the Relevant Subsidiaries.

         7.2.     Corporate Power and Authority. Each of the Borrower and the
Relevant Subsidiaries has the power and authority to execute, deliver and
perform the terms and provisions of each of the Loan Documents to which it is a
party and has taken all necessary corporate action to authorize the execution,
delivery and performance by it of each such Loan Document. Each of the Borrower
and the Relevant Subsidiaries has, or, in the case of the Borrower with respect
to each Note, by the Closing Date of the Loan evidenced thereby will have, duly
executed and delivered each of the Loan Documents which is required to be
delivered on or prior to the Closing Date to which it is a party, and each such
Loan Document constitutes or will constitute such Person's legal, valid and
binding obligation enforceable in accordance with its terms.


                                       36
<PAGE>

         7.3.     No Immunity. Neither the Borrower, nor any of the Relevant
Subsidiaries, nor any of their respective properties or revenues has any right
of immunity on the grounds of sovereignty or otherwise from jurisdiction of any
court or from setoff or any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) under the Law of any jurisdiction. The execution and delivery by each
of the Borrower and the Relevant Subsidiaries of the Loan Documents to which it
is a party and the performance by such Person of its obligations thereunder
constitute commercial transactions.

         7.4.     No Violation. Neither the execution, delivery or performance
by any of the Borrower and the Relevant Subsidiaries of the Loan Documents to
which it is a party, nor compliance by any of them with the terms and provisions
thereof, nor the use of the proceeds of the Loans (i) will contravene any
provision of any Law or any order, writ, injunction or decree of any court or
Government Agency binding on any of them, (ii) will conflict or be inconsistent
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default in respect of, or result in the creation
or imposition of (or the obligation to create or impose) any Lien upon, any of
the property or assets of the Borrower or any of the Relevant Subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, credit
agreement, loan agreement or any other agreement, contract or instrument to
which the Borrower or any of the Relevant Subsidiaries is a party or by which
any such Person or its properties or assets is bound or to which it may be
subject, except to the extent that such conflicts, inconsistencies, defaults or
Liens could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect or (iii) will violate any provision of the estatutos sociales or
other constituent documents of the Borrower or any of the Relevant Subsidiaries.

         7.5.     Governmental Approvals. No Governmental Approval is required
to authorize, or is required in connection with, (i) the execution, delivery and
performance by the Borrower or any of the Relevant Subsidiaries of any Loan
Document to which it is a party or (ii) the legality, validity, binding effect
or enforceability of any such Loan Document except, in each case, as have been
obtained and are in full force and effect.

         7.6.     Subsidiaries.

         (a)      The Relevant Subsidiaries, the Chilean Subsidiaries and the
Foreign Subsidiaries and the direct and indirect ownership thereof by Enersis as
of the Effective Date are as set forth on Schedule D hereto.

         (b)      To the extent any Relevant Subsidiary is a corporation, the
issued and outstanding shares of such Relevant Subsidiary have been duly
authorized and issued and are fully paid and nonassessable. The ownership
interest in each of the Relevant Subsidiaries represents a direct or indirect
controlling interest by Enersis for purposes of directing or causing the
direction of the management and policies of each Relevant Subsidiary.


                                       37
<PAGE>

         7.7.     Collateral. (a) The Security Documents create valid and
enforceable security interests in the Collateral purported to be covered thereby
for the benefit of the Collateral Agent (on behalf of the Lenders), which
security interests secure the Obligations. Upon receipt by the Collateral Agent
of (i) certificates evidencing the Equity Collateral and (ii) all instruments
and documents evidencing intercompany Indebtedness owing from Chilectra or
Chilectra Cayman to any Borrower, the security interests created by the Security
Documents will be perfected, prior to all other Liens. The Liens created by the
Security Documents are enforceable as security for the Obligations in accordance
with their terms with respect to the Collateral.

         (b)      No Governmental Approvals or other approvals are required for
the sale, lease, transfer or disposition by the Collateral Agent or the Lenders
of the Collateral, except as have been obtained and are in effect.

         (c)      There are no Liens on the Collateral, no Person has the right
to acquire the Collateral and the Collateral is freely transferable (subject in
each case to the provisions of the Security Documents).

         7.8.     Intercompany Indebtedness. Schedule E sets forth a true and
complete list of all intercompany Indebtedness (other than pursuant to a cuenta
corriente mercantil with a term no longer than 30 days) among any of the
Borrowers and any of its Subsidiaries (including Chilectra and Chilectra Cayman)
outstanding as of the Effective Date (including the amounts thereof).

         7.9.     Ranking. The Loans rank at least pari passu in priority of
payment with all other present and future senior unsubordinated Indebtedness of
the Borrowers, except for certain statutory preferences such as withholding
taxes and claims for employee benefits, which, in any event, are not material to
the Borrowers.

         7.10.    Financial Statements. (a)

         (i)      The consolidated statements of financial condition of Enersis
                  and its Consolidated Subsidiaries at December 31, 2002, and
                  the related consolidated statements of income and retained
                  earnings and changes in financial position of Enersis and its
                  Consolidated Subsidiaries for the periods then ended
                  heretofore furnished to the Lenders, present fairly in all
                  material respects the consolidated financial condition of
                  Enersis and its Consolidated Subsidiaries at the date of such
                  statements of financial condition and the consolidated results
                  of the operations of Enersis and its Consolidated Subsidiaries
                  for such period.

         (ii)     The statements of financial condition of Enersis at December
                  31, 2002, and the related statements of income and retained
                  earnings and changes in financial position of Enersis for the
                  periods then ended heretofore furnished to the Lenders,
                  present fairly in all material respects the financial
                  condition of Enersis at the date of such statements of
                  financial condition and the results of the operations of
                  Enersis for such periods.


                                       38
<PAGE>

         (iii)    The consolidated statements of financial condition of
                  Chilectra and its Consolidated Subsidiaries at December 31,
                  2002, and the related consolidated statements of income and
                  retained earnings and changes in financial position of
                  Chilectra and its Consolidated Subsidiaries for the periods
                  then ended heretofore furnished to the Lenders, present fairly
                  in all material respects the consolidated financial condition
                  of Chilectra and its Consolidated Subsidiaries at the date of
                  such statements of financial condition and the consolidated
                  results of the operations of Chilectra and its Consolidated
                  Subsidiaries for such period.

         (iv)     The statements of financial condition of Chilectra at December
                  31, 2002, and the related statements of income and retained
                  earnings and changes in financial position of Chilectra for
                  the periods then ended heretofore furnished to the Lenders,
                  present fairly in all material respects the financial
                  condition of Chilectra at the date of such statements of
                  financial condition and the results of the operations of
                  Chilectra for such periods.

         (v)      The consolidated statements of financial condition of Enersis
                  and its Consolidated Subsidiaries at December 31, 2001, and
                  the related consolidated statements of income and retained
                  earnings and changes in financial position of Enersis and its
                  Consolidated Subsidiaries for the periods then ended
                  heretofore furnished to the Lenders, present fairly in all
                  material respects the consolidated financial condition of
                  Enersis and its Consolidated Subsidiaries at the date of such
                  statements of financial condition and the consolidated results
                  of the operations of Enersis and its Consolidated Subsidiaries
                  for such period.

All such financial statements have been prepared in accordance with Chilean GAAP
and have been audited and certified by independent certified public accountants
of recognized international standing. The U.S. GAAP reconciliation heretofore
furnished to the Lenders of the financial statements provided for in clause (v)
above has been prepared in accordance with U.S. GAAP and has been audited and
certified by independent certified public accountants of recognized
international standing. Since December 31, 2002, there has been no change or
development which has had or could reasonably be expected to have a Material
Adverse Effect.

         (b)      Except as fully reflected in such financial statements, there
are no liabilities or obligations with respect to the Borrower or any of the
Relevant Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or in
aggregate, could reasonably be expected to have a Material Adverse Effect. There
is no basis for the assertion against the Borrower or any of the Relevant
Subsidiaries of any liability or obligation of any nature whatsoever that is not
fully reflected in such financial statements, which, either individually or in
the aggregate, is likely to be material to the Borrower and the Relevant
Subsidiaries, taken as a whole.


                                       39
<PAGE>

         7.11.    Voluntary Prepayments. The Borrower has not made any voluntary
prepayment of any Indebtedness since December 31, 2002.

         7.12.    Litigation. There are no actions, suits, investigations or
proceedings, legal or administrative, pending or, to the best knowledge of the
Borrower, threatened (i) with respect to the Loans or any Loan Document or (ii)
that are reasonably likely to have a Material Adverse Effect.

         7.13.    True and Complete Disclosure. All information heretofore or
contemporaneously furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender (including, without limitation, all
information contained in the Loan Documents) for purposes of or in connection
with these Agreements or any transaction contemplated herein is, and all other
such information hereafter furnished by or on behalf of the Borrower in writing
to the Administrative Agent or any Lender, when taken as a whole, will be, true
and accurate in all material respects on the date as of which such information
is dated or certified and not incomplete by omitting to state any fact necessary
to make such information not misleading in any material respect at such time in
light of the circumstances under which such information was provided. The
Borrower has disclosed to the Lenders any and all facts (other than those of a
general economic or political nature which are not related to the business of
the Borrower and its Subsidiaries) which could reasonably be expected to have a
Material Adverse Effect.

         7.14.    Use of Proceeds. The Borrower will use all of the proceeds of
the Loans solely to repay the Refinanced Debt of the Borrower listed in Schedule
A next to its name. Neither the making of any Loan nor the use of the proceeds
thereof will violate or be inconsistent with the provisions of Regulations T, U
or X of the Board of Governors of the United States Federal Reserve System.

         7.15.    Tax Returns and Payments. Each of the Borrower and the
Relevant Subsidiaries has filed all tax returns required to be filed by it and
has paid all taxes payable by it which have become due pursuant to such tax
returns and all other taxes and assessments payable by it which have become due,
other than those not yet delinquent and except for those contested in good faith
and for which adequate reserves have been established in accordance with Chilean
GAAP. Each of the Borrower and the Relevant Subsidiaries has paid, or has
provided adequate reserves (if necessary and in such an amount as is determined
in each case in the good faith judgment of its management) for the payment of,
all applicable income taxes for all prior fiscal years and for the current
fiscal year.

         7.16.    Compliance with Law; Environmental Laws.

         (a)      Each of the Borrower and its Subsidiaries is in compliance
with all applicable Law (including applicable Law relating to environmental
standards and controls) except such noncompliance as would not, individually or
in the aggregate, have a Material Adverse Effect.

         (b)      Each of the Borrower's and the Relevant Subsidiaries'
properties and all operations at such properties are in compliance and at all
times during the last two years have been in compliance with all applicable
Environmental Laws, except such noncompliance as would not, individually or in
the aggregate, have a Material Adverse Effect. None of the Borrower or any
Relevant Subsidiary has assumed any liability of any Person under any
Environmental Laws, except as would not, individually or in the aggregate, have
a Material Adverse Effect.


                                       40
<PAGE>

         (c)      There are no actions, suits, investigations or proceedings,
legal or administrative, pending or, to the best knowledge of the Borrower,
contemplated or threatened under any applicable Environmental Laws to which the
Borrower or any of the Relevant Subsidiaries is or will be named as a party with
respect to its or their properties, nor are there any consent decrees or other
decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any applicable
Environmental Law with respect to such properties, in each case except as would
not, individually or in the aggregate, have a Material Adverse Effect.

         7.17.    Properties.

         (a)      Each of the Borrower and the Relevant Subsidiaries has good
and marketable title to all property owned by it and necessary to its business.
Each of the Borrower and the Relevant Subsidiaries holds all material licenses,
certificates and clearances of municipal and other authorities necessary to own
and operate its properties in the manner and for the purposes currently operated
by it. There are no actual or, to the best knowledge of the Borrower, threatened
or alleged defaults which, individually or in the aggregate, could have a
Material Adverse Effect with respect to any leases of real property under which
the Borrower or any of its Subsidiaries is lessor or lessee.

         (b)      Schedule C hereto contains a true, correct and complete
description of the Santa Rosa Property.

         7.18.    Employee Benefit Plans. Each of the Borrower and the Relevant
Subsidiaries is in compliance with its obligations relating to all employee
benefit plans established, maintained or contributed to by such Person, and
neither the Borrower nor any of the Relevant Subsidiaries has any outstanding
liabilities with respect to any such employee benefit plan, except such
noncompliance as would not, individually or in the aggregate, have a Material
Adverse Effect.

         7.19.    Investment Company Act; PUHCA.

         (a)      The Borrower is not required to register as an "investment
company" within the meaning of, and pursuant to, the Investment Company Act of
1940, as amended.

         (b)      The Borrower is not a holding company, a public utility
company or a subsidiary company, affiliate or associate company of a holding
company or a public utility company, in each case within the meaning of the U.S.
Public Utility Holding Company Act of 1935, as amended.


                                       41
<PAGE>

         7.20.    Withholding Taxes.

         (a)      No withholding or other taxes are required to be paid in
respect of, or deducted from, any payment required to be made by Enersis Cayman
under its Agreement, its Notes, or any other Loan Document. Enersis Cayman is
permitted under applicable Law to pay any additional amounts payable under
Section 5.5 as will result in receipt by the Lenders of such amounts as would
have been received by the Lenders had no such withholding been required.

         (b)      No withholding or other taxes are required to be paid in
respect of, or deducted from, any payment required to be made by Enersis under
its Agreement, its Notes, or any other Loan Document except (i) payments of
interest made to a resident of a country other than Chile that is a foreign or
international banking or financial institution are subject to a 4% withholding
tax and (ii) all other payments made, other than payments of principal, to a
resident of a country other than Chile may be subject to a 35% withholding tax.
Enersis is permitted under applicable Law to pay any additional amounts payable
under Section 5.5 as will result in receipt by the Lenders of such amounts as
would have been received by the Lenders had no such withholding been required.

         7.21.    Form of Documentation. Each of the Loan Documents is in proper
legal form under the Law of New York, the Law of Chile, the Law of the Cayman
Islands and the Law of Spain for the enforcement thereof under such Laws;
provided, however, as of the Effective Date, (i) in order for these Agreements
and the other Loan Documents to be admissible in evidence in judicial
proceedings in a Chilean court, these Agreements and such other Loan Documents
would first have to be translated into the Spanish language by a licensed public
translator who certifies as to the accuracy thereof (unless executed in Spanish
by all the parties thereto), (ii) in order for these Agreements and the other
Loan Documents to be admissible in evidence in judicial proceedings in a Spanish
court, these Agreements and such other Loan Documents would first have to be
translated into the Spanish language, and if any objection were raised about any
such Spanish translation, these Agreements and such other Loan Documents would
then have to be translated by a licensed public translator who certifies as to
the accuracy thereof (unless executed in Spanish by all the parties thereto) and
(iii) in the case of Enersis Cayman, if the Credit Agreement relating to its
Loans or any of the Loan Documents relating to its Loans is brought into Chile
or such Loans are accounted for in Chile, payment of a stamp tax of up to 1.608%
of the aggregate face value of the principal amount thereof and capitalized
interest thereon would be required. The Borrower is permitted under applicable
Law to pay such stamp taxes or pay such amounts under Section 13.1(ii) as would
indemnify the Lenders in full against any and all such stamp taxes.

         7.22.    Indebtedness. Schedule F sets forth a true and complete list
of all Indebtedness (excluding the Loans) of Enersis and the Relevant
Subsidiaries in an outstanding principal amount in excess of U.S.$30,000,000 as
of the Effective Date (the "Existing Indebtedness"). After giving effect to the
occurrence of the Closing Date and the Borrowings hereunder in accordance with
Section 2.4(a), no event, act or condition will have occurred in respect of any
Indebtedness of Enersis or any of its Subsidiaries in an outstanding principal
amount in excess of U.S.$30,000,000 (or its equivalent in other currencies) that
with the giving of notice or the lapse of time or both would permit the holders
of such Indebtedness to declare such Indebtedness due and payable prior to its
stated maturity.


                                       42
<PAGE>

         7.23.    Secured Debt. Schedule G sets forth a true and complete list
of all Indebtedness of Enersis and the Relevant Subsidiaries (excluding the
Loans) that is secured by a Lien in an outstanding principal amount of
U.S.$5,000,000 or more as of the Effective Date.

         7.24.    Sale Lease-Back Transactions. There are no Sale Lease-Back
Transactions of Enersis and the Relevant Subsidiaries having outstanding payment
obligations of U.S.$5,000,000 or more as of the Effective Date.

         7.25.    Foreign Exchange Regulations. (i) After Enersis notifies the
Central Bank of the existence of these Agreements pursuant to Section 8.13 in
accordance with Chapters VIII and XIV of the Compendium of Foreign Exchange
Regulations, there are no foreign exchange restrictions in effect in the Cayman
Islands or in Chile which would adversely affect any payment to be made under
these Agreements or the Notes and (ii) with respect to payments which might be
made under the Loan Documents, the Borrower is permitted under applicable
Chilean Law and under Central Bank regulations currently in effect in Chile to
make such payments in Dollars acquired in the formal exchange market pursuant
to, and in compliance with, the Compendium of Foreign Exchange Regulations of
the Central Bank of Chile, at the Office of the Administrative Agent, and
Enersis Cayman is permitted under applicable Cayman Islands Law to make such
payments in Dollars at the Office of the Administrative Agent.

         7.26.    Insurance.

         (a)      Each of the Borrower and the Relevant Subsidiaries maintains
insurance including, but not limited to, business interruption coverage and
public liability coverage insurance from responsible companies in such amounts
and against such risks to the Borrowers and each Relevant Subsidiary as is
consistent and in accordance with industry practice for companies similarly
situated owning similar properties in the same general areas in which the
Borrower or such Relevant Subsidiary operates.

         (b)      Each of the Borrower and the Relevant Subsidiaries keeps its
assets insured by insurers against loss or damage by fire, theft, burglary, loss
in transit, explosions and hazards insured against by extended coverage, in
amounts which are reasonable and customary for companies similarly situated
owning similar properties in the same general areas in which the Borrower or
such Relevant Subsidiary operates, except where the failure to maintain any such
property or insurance could not, individually or in the aggregate, have a
Material Adverse Effect.

         Section 8. Affirmative Covenants.

         Each of the Borrowers covenants and agrees that on and after the
Effective Date and until the Loans and the Notes, together with all accrued
interest, and all other Obligations incurred hereunder and thereunder, are paid
in full:


                                       43
<PAGE>

         8.1.     Four Point Business Plan. Enersis shall actively pursue and
shall use commercially reasonable efforts to carry out the four-point business
plan attached hereto as Exhibit GG.

         8.2.     Upstreaming. Enersis shall cause the Enersis Subsidiaries to
make available to it as soon as is possible, but in any event within 60 days
after received by or on behalf or on account of such Enersis Subsidiary (first
by repayment of intercompany Indebtedness, second by dividend or otherwise), to
the maximum extent permitted by applicable Law (including fiduciary duties to
minority shareholders) and by the contractual provisions in effect on the date
hereof and described in Schedule H hereto, an amount equal to any Proceeds with
respect to such Enersis Subsidiary that, if such proceeds were with respect to a
Borrower, would constitute Net Proceeds.

         8.3.     Intercompany Indebtedness.

         (a)      Enersis shall, as soon as practicable (after using its
reasonable best efforts to do so) and in any event within 30 days, cause all
intercompany Indebtedness existing on the Effective Date (other than pursuant to
a cuenta corriente mercantil with a term no longer than 30 days) among any of
the Borrowers or any of their Subsidiaries to be evidenced (and thereafter to be
evidenced at all times) by a note, agreement or Recognition of Debt duly
executed and delivered by the borrower under such Indebtedness, which instrument
(A) shall be a legal, valid and binding obligation of the borrower thereunder,
enforceable against such borrower in accordance with its terms, and (B) in the
case of Indebtedness of a Chilean Person, shall qualify as a titulo ejecutivo in
Chile.

         (b)      Enersis shall cause all intercompany Indebtedness (other than
(i) Indebtedness existing on the Effective Date (which is covered by clause (a)
above) or (ii) pursuant to a cuenta corriente mercantil with a term no longer
than 30 days) among any of the Borrowers or any of their Subsidiaries to be
evidenced at all times by a note, agreement or Recognition of Debt duly executed
and delivered by the borrower under such Indebtedness, which instrument (A)
shall be a legal, valid and binding obligation of the borrower thereunder,
enforceable against such borrower in accordance with its terms, and (B) in the
case of Indebtedness of a Chilean Person, shall qualify as a titulo ejecutivo in
Chile.

         (c)      Promptly after any note, agreement or Recognition of Debt
evidencing any intercompany Indebtedness is executed in accordance with the
requirements of clauses (a) and (b) above, the Borrower shall furnish or cause
to be furnished to the Administrative Agent a true and correct copy of such
note, agreement or Recognition of Debt.

         8.4.     Information Covenants. Enersis shall furnish or cause to be
furnished to the Administrative Agent for distribution to each Lender (and in
sufficient copies for each Lender):

         (a)      Quarterly Financial Statements. As soon as available, and in
any event within 60 calendar days after the close of each of the first three
quarterly accounting periods in each fiscal year of Enersis, the statements of
financial condition of (i) Enersis and its Consolidated Subsidiaries on a
consolidated basis, (ii) Enersis on a stand-alone basis, (iii) Chilectra and its
Consolidated Subsidiaries on a consolidated basis and (iv) Chilectra on a
stand-alone basis, in each case at the end of such quarterly period and the
related statements of income and changes in financial position for such
quarterly period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly period, in each case setting forth comparative
figures for the related periods in the prior fiscal year, all of which shall be
prepared in accordance with Chilean GAAP and certified by the chief financial
officer of Enersis, subject to normal recurring year-end audit adjustments.


                                       44
<PAGE>

         (b)      Annual Financial Statements. As soon as available, and in any
event within 120 calendar days after the close of each fiscal year of Enersis,
the statements of financial condition of (i) Enersis and its Consolidated
Subsidiaries on a consolidated basis, (ii) Enersis on a stand-alone basis, (iii)
Chilectra and its Consolidated Subsidiaries on a consolidated basis and (iv)
Chilectra on a stand-alone basis, in each case as at the end of such fiscal year
and the related statements of income and changes in financial position for such
fiscal year, in each case setting forth comparative figures for the preceding
fiscal year, all of which shall be prepared in accordance with Chilean GAAP and
audited and certified by independent certified public accountants of recognized
international standing in Chile. In addition, such independent certified public
accountants shall, at the time of the delivery of the financial statements
referenced in this clause (b), certify the calculations required to establish
compliance with Section 9 as of the end of the fiscal year to which such
financial statements relate.

         (c)      U.S. GAAP Reconciliation. As soon as available, and in any
event no later than the date on which such reconciliation is required to be
filed with the United States Securities and Exchange Commission (or, if not so
required, 180 calendar days after the close of each fiscal year of Enersis), the
reconciliation to U.S. GAAP of the financial statements delivered pursuant to
Section 8.4(b) above, which shall be prepared in accordance with U.S. GAAP and
audited and certified by independent certified public accountants of recognized
international standing in Chile.

         (d)      Officer's Certificate. (i) At the time of the delivery of the
financial statements provided for in Section 8.4(a) in respect of the quarter
ended March 31, 2003, a certificate of the chief financial officer of each of
the Borrowers stating that such financial statements have been prepared in
accordance with Chilean GAAP and present fairly in all material respects the
consolidated (if applicable) financial condition of the Persons covered thereby
and the consolidated (if applicable) results of the operations of such Persons
for the period covered thereby, (ii) at the time of the delivery of the
financial statements provided for in Section 8.4(a) (other than in respect of
the quarter ended March 31, 2003) and (b) above, a certificate of the chief
financial officer of each of the Borrowers, (A) stating that such financial
statements have been prepared in accordance with Chilean GAAP and present fairly
in all material respects the consolidated (if applicable) financial condition of
the Persons covered thereby at the date of the statements of financial condition
and the consolidated (if applicable) results of the operations of such Persons
for the period covered thereby, (B) stating that, to the best knowledge of such
chief financial officer, no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, and (C) setting forth in
reasonable detail and in a form reasonably satisfactory to the Lenders the
calculations (if any) required to establish compliance with Sections 9, 10.1,
10.2, 10.3 and 10.7, (iii) at the time of the delivery of the financial
statements provided for in Section 8.4(b) above, a certificate of the chief
financial officer of each of the Borrowers (A) setting forth in reasonable
detail and in a form reasonably satisfactory to the Lenders the calculations
required to determine the amount of Excess Cash with respect to the fiscal year
covered in such financial statements, (B) listing all intercompany Indebtedness
(other than pursuant to a cuenta corriente mercantil with a term of less than 30
days) among any of Enersis and any of its Subsidiaries outstanding as of the
last day of such fiscal year, and certifying compliance with Section 8.3 with
respect to all such intercompany Indebtedness, and (C) listing separately the
Foreign Subsidiaries and Chilean Subsidiaries as at the end of the fiscal year
covered in such financial statements and (iv) at the time of the delivery of the
U.S. GAAP reconciliation of the financial statements provided for in Section
8.4(c) above, a certificate of the chief financial officer of each of the
Borrowers (A) stating that such reconciliation has been prepared in accordance
with U.S. GAAP, (B) stating that, to the best knowledge of such chief financial
officer, no Default or Event of Default has occurred and is continuing or, if
any Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof, (C) setting forth in reasonable detail and in a form
reasonably satisfactory to the Lenders the calculations required to establish
compliance with Sections 10.4 and 10.6 and (D) listing the Relevant Subsidiaries
as at the end of the fiscal year covered in such financial statements, setting
out in reasonable detail and in a form reasonably satisfactory to the Lenders
the computations necessary to justify either the inclusions in or exclusions
from (at the option of the Borrowers) such list.


                                       45
<PAGE>

         (e)      Notice of Discussions, Default or Litigation. Promptly, and in
any event within one Business Day after an officer of the Borrower obtains
knowledge thereof, (i) notice (together with reasonable detail of the substance)
of any meetings, negotiations or discussions by the Borrower or a Relevant
Subsidiary or any of their respective Subsidiaries or Affiliates or any of such
Persons' directors, officers, employees, agents or representatives with any
other Person (or such Person's directors, officers, employees, agents or
representatives) concerning (x) any actual or potential default, event of
default or the like (however described) under any Indebtedness of the Borrower
or any of the Relevant Subsidiaries in a principal outstanding amount in excess
of U.S.$30,000,000 or its equivalent in other currencies (on an individual
basis) or (y) any waiver, amendment or modification with respect to any event
described in clause (x) under any Indebtedness of the Borrower or any of the
Relevant Subsidiaries in a principal outstanding amount in excess of
U.S.$30,000,000 or its equivalent in other currencies (on an individual basis),
(ii) notice of the occurrence of any event which constitutes a Default or Event
of Default and (iii) notice of any litigation or governmental proceeding pending
with respect to any Loan Document.

         (f)      Other Reports and Filings. Promptly upon the reasonable
request of the Administrative Agent or any Lender, copies of all financial and
other information relating to the Borrower or a Relevant Subsidiary which the
Borrower or any of the Relevant Subsidiaries (i) shall file with any securities
regulatory authority or (ii) shall send or be required to send to its
shareholders (including, without limitation, regular, periodic and special
reports).

         (g)      Notice of Proceeds. Promptly upon the deposit of funds in the
2003 Bond Escrow Account, the Asset Sale Reserve Escrow Account or the Net
Proceeds Escrow Account or, to the extent not so deposited first therein,
promptly upon the repayment of the Loans in accordance with Section 5.3(a), a
certificate of the chief financial officer of each of the Borrowers setting
forth in reasonable detail and in a form reasonably satisfactory to the Lenders
the calculations required to establish compliance with Section 5.3(a)
(including, without limitation, the calculation of Net Proceeds).


                                       46
<PAGE>

         (h)      Notice of Change in Control. Promptly, and in any event within
three calendar days after an officer of the Borrower obtains knowledge thereof,
notice of a (i) Change in Control or (ii) any action taken or the occurrence of
an event that could reasonably be expected to result in a Change of Control.

         (i)      Other Information. From time to time, such other information
or documents (financial or otherwise) relating to the business, affairs and
financial condition of the Borrower and its Subsidiaries as any Lender to such
Borrower may reasonably request.

         8.5.     Books, Records and Inspections. The Borrower shall, and shall
cause each of the Relevant Subsidiaries to, keep proper books of record and
account in which full, true and correct entries in conformity with generally
accepted accounting principles in the jurisdiction in which such Person is
located and all requirements of applicable Law shall be made of all dealings and
transactions in relation to its business and activities. Upon reasonable notice
(and at any time if an Event of Default has occurred and is continuing), the
Borrower shall, and shall cause each of the Relevant Subsidiaries to, permit
officers and designated representatives of the Administrative Agent or any
Lender to visit and inspect, under the guidance of officers of the Borrower or
such Relevant Subsidiary, as the case may be, at the expense of the
Administrative Agent or such Lender (unless a Default or an Event of Default has
occurred and is continuing, in which case such expense shall be borne by the
Borrower), any of the properties of such Person, and, except to the extent
prohibited by Law, to examine the books of record and account of such Person and
discuss the affairs, finances and accounts of such Person with, and be advised
as to the same by, its officers and accountants, all at such reasonable times
and intervals and to such reasonable extent as the Administrative Agent or such
Lender may request (and at any time designated by the Administrative Agent or
the Lender if an Event of Default has occurred and is continuing).

         8.6.     Corporate Privileges.

         (a)      The Borrower shall do or cause to be done, all things
necessary to preserve and keep in full force and effect (i) its existence and
(ii) its material rights, privileges and licenses; provided, however, that
nothing in this Section 8.6(a) shall prevent the withdrawal by the Borrower of
its qualification as a foreign corporation in any jurisdiction in which such
withdrawal could not have a Material Adverse Effect.

         (b)      The Borrower shall cause each of the Relevant Subsidiaries to
do or cause to be done all things necessary to preserve and keep in full force
and effect (i) its existence and (ii) its material rights, privileges and
licenses; provided, however, that nothing in this Section 8.6(b) shall prevent
(x) the withdrawal by any of the Relevant Subsidiaries of its qualification as a
foreign corporation in any jurisdiction in which such withdrawal could not have
a Material Adverse Effect or (y) any other transaction otherwise permitted under
Section 10.6(ii) or (iii).


                                       47
<PAGE>

         8.7.     Performance of Obligations. The Borrower shall, and shall
cause each of the Relevant Subsidiaries to, perform all of its obligations under
the terms of each mortgage, indenture, security agreement, loan agreement,
credit agreement and each other agreement, contract or instrument by which it is
bound, except where the failure to do so could not, individually or in the
aggregate, have a Material Adverse Effect.

         8.8.     Compliance with Law; Environmental Law.

         (a)      The Borrower shall comply with all applicable foreign exchange
regulations (including, without limitation, the Compendium of Foreign Exchange
Regulations of the Central Bank of Chile) and similar Law and make, or cause to
be made, all necessary filings, the failure of which might affect any payment to
be made under these Agreements and the other Loan Documents. The Borrower shall,
and shall cause each of the Relevant Subsidiaries to, comply in all material
respects with all applicable Law.

         (b)      The Borrower shall, and shall cause each of the Relevant
Subsidiaries to, (A) comply with all applicable Environmental Laws and obtain
and comply with and maintain any and all licenses, approvals, registrations or
permits required by applicable Environmental Laws except where failure to so
obtain, comply with and maintain could not, individually or in the aggregate,
have a Material Adverse Effect and (B) not permit or allow (i) any release or
discharge by the Borrower or any of its Relevant Subsidiaries of any Hazardous
Material required to be reported under applicable Environmental Laws to any
Governmental Authority, (ii) any condition, circumstance, occurrence or event
that could result in a liability under applicable Environmental Laws or could
result in imposition of any Lien or other restriction on the title, ownership or
transferability of any property and (iii) any proposed action to be taken by the
Borrower or any of the Relevant Subsidiaries that could subject the Borrower or
any of the its Relevant Subsidiaries to any additional or different requirements
or liabilities under applicable Environmental Laws, in the case of each of
(B)(i), (ii) and (iii) above, which release, discharge, condition, circumstance,
occurrence, event or action could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.

         8.9.     Taxes. The Borrower shall, and shall cause each of the
Relevant Subsidiaries to, pay and discharge or cause to be paid and discharged
all applicable taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits or upon any of its property, real,
personal or mixed or upon any part thereof, when due, as well as all lawful
claims for labor, materials and supplies which, if unpaid, might by Law become a
Lien upon such property; provided, however, that none of the Borrower or any of
the Relevant Subsidiaries shall be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof shall
currently be contested in good faith by appropriate proceedings and for which
adequate reserves have been established in accordance with Chilean GAAP.

         8.10.    Maintenance of Property and Insurance. The Borrower shall, and
shall cause each of the Relevant Subsidiaries to, (i) keep all property
necessary to its business in reasonably good working order and condition,
ordinary wear and tear excepted and (ii) maintain insurance on all such property
in at least such amounts and against at least such risks as is consistent and in
accordance with industry practice for companies similarly situated owning
similar properties in the same general areas in which the Borrower or such
Relevant Subsidiary operates, except where the failure to maintain any such
property or insurance could not, individually or in the aggregate, have a
Material Adverse Effect.


                                       48
<PAGE>

         8.11.    Ranking. The Borrower shall ensure that the Indebtedness
incurred by the Borrower under its Credit Agreement shall at all times rank at
least pari passu in priority of payment with all other present and future senior
unsubordinated Indebtedness of the Borrower, except for certain statutory
preferences such as withholding taxes and claims for employee benefits, which,
in any event, are not material to such Borrower.

         8.12.    Further Assurances. Each of the Borrowers shall, promptly
after receiving notice (or otherwise becoming aware) thereof, cure, or cause to
be cured, any defects in the creation and issuance of any of the Notes, defects
in the creation, attachment and perfection of a first-priority security interest
in the Collateral and the execution and delivery of the Loan Documents
(including, without limitation, its Agreement), resulting from any acts or
failure to act by any Borrower or any of the Relevant Subsidiaries or any
employee or officer thereof. Each Borrower at its expense shall promptly execute
and deliver to the Administrative Agent, the Collateral Agent and its Lenders,
or cause to be executed and delivered to the Administrative Agent, the
Collateral Agent and its Lenders, all such other and further documents,
agreements and instruments in compliance with or to achieve compliance with the
covenants and agreements in the Loan Documents (including, without limitation,
its Credit Agreement) or to correct any omissions in the Loan Documents, or to
obtain any consents, all as may be necessary in connection therewith or as may
be reasonably requested by the Administrative Agent, the Collateral Agent or any
Lender to such Borrower in connection therewith.

         8.13.    Central Bank Notification. Promptly, and in any event within 5
days after the Closing Date, the Borrowers shall notify the Central Bank of the
existence of these Agreements in accordance with Chapters VIII and XIV of the
Compendium of Foreign Exchange Regulations and provide written confirmation
thereof to the Administrative Agent.

         8.14.    Endesa-Chile 2003 Liquidity Facility. If and at the time
Enersis Cayman makes an advance to Endesa-Chile, acting through its Cayman
Islands Branch, in respect of the Endesa-Chile 2003 Liquidity Facility, the
Borrowers (a) shall cause Endesa-Chile, acting through its Cayman Islands
Branch, to duly execute and deliver the Endesa-Chile 2003 Liquidity Facility
Recognition of Debt acknowledging the Indebtedness incurred by such advance, (b)
shall pledge all rights of Enersis Cayman with respect to all Indebtedness under
the Endesa-Chile 2003 Liquidity Facility Recognition of Debt to the Collateral
Agent for the benefit of the Lenders (and shall cause Endesa-Chile, acting
through its Cayman Islands Branch, to acknowledge such pledge) and (c) shall
deliver or cause to be delivered to the Administrative Agent an opinion of
counsel or counsels to Enersis Cayman and Endesa-Chile, acting through its
Cayman Islands Branch, addressed to the Administrative Agent, the Collateral
Agent and the Lenders, in form and substance and from such counsels and in such
jurisdictions reasonably satisfactory to legal counsel or counsels to the
Administrative Agent and the Collateral Agent. Without limiting the foregoing,
Enersis shall, simultaneously with any advance in respect of the Endesa-Chile
2003 Liquidity Facility take all actions necessary or reasonably requested by
the Collateral Agent (including executing and delivering all documents and
instruments necessary or appropriate for the filing and/or recording thereof in
all applicable jurisdictions) to perfect the first priority Lien in each such
advance and any other rights of Enersis under the Endesa-Chile Liquidity
Facility Letter Agreement, pursuant to the Endesa-Chile 2003 Liquidity Facility
Pledge Agreement and shall pay all taxes, fees and other charges then payable in
connection therewith.


                                       49
<PAGE>

         Section 9. Financial Covenants.

         Each of the Borrowers covenants and agrees that on and after the
Effective Date and until the Loans and the Notes, together with all accrued
interest, and all other Obligations incurred hereunder and thereunder, are paid
in full:

         9.1.     Debt to Adjusted Operating Cash Flow. Enersis shall not permit
the ratio of total Indebtedness of Enersis and its Chilean Subsidiaries on any
day of a fiscal quarter to Adjusted Operating Cash Flow for the four consecutive
prior fiscal quarters to exceed the amount for the relevant quarter set forth on
Schedule I hereto.

         9.2.     Debt to EBITDA. Enersis shall not permit the ratio of
Consolidated Indebtedness on any day of a fiscal quarter to Consolidated EBITDA
for the four consecutive prior fiscal quarters to exceed the amount for the
relevant quarter set forth on Schedule I hereto.

         9.3.     Adjusted Operating Cash Flow to Interest Expense. Enersis
shall not permit the ratio of Adjusted Operating Cash Flow to Interest Expense
for any period of four consecutive fiscal quarters to be less than the amounts
set forth on Schedule I hereto.

         9.4.     Adjusted Consolidated Leverage Test. Enersis shall not permit
Consolidated Indebtedness on any day of a fiscal quarter as a percentage of
Stockholders Equity on the last day of the prior fiscal quarter to exceed the
amount for such quarter set forth on Schedule I hereto.

         9.5.     Calculations. Solely for purposes of the calculations set
forth in Sections 9.1, 9.2 and 9.4, Indebtedness and Consolidated Indebtedness
on any day, as the case may be, shall not include that portion of Indebtedness
outstanding hereunder that would otherwise be included in Indebtedness or
Consolidated Indebtedness on such day, as the case may be, equal to Net Debt
Issuance Proceeds that have been deposited in the Net Proceeds Escrow Account
and remain on deposit therein on such day for application on the next Payment
Date to repay the Loans in accordance with Section 5.3(a).

         Section 10. Negative Covenants.

         Each of the Borrowers covenants and agrees that on and after the
Effective Date and until the Loans and the Notes, together with interest and all
other Obligations incurred hereunder and thereunder, are paid in full:

         10.1.    Transfer of Operating Assets. Enersis shall not, and shall not
permit any of its Subsidiaries to, sell, assign, transfer, contribute or
alienate in any form, with or without consideration, operating assets that are
essential for the efficient conduct of its operations or business. For the sole
purpose of this Section 10.1, it is understood that each of Enersis and its
Subsidiaries will be in compliance with this obligation as long as at least 50%
of the Consolidated Assets of Enersis and its Consolidated Subsidiaries are
Regulated Assets.


                                       50
<PAGE>

         10.2.    Permitted Capital Expenditures. The aggregate amount of
Capital Expenditures made by (i) Enersis and its Chilean Subsidiaries and (ii)
the Foreign Subsidiaries in any fiscal year shall not exceed the amount set
forth for such year for Enersis and its Chilean Subsidiaries and for the Foreign
Subsidiaries, respectively, in Schedule J hereto ("Permitted Capital
Expenditures").

         10.3.    Indebtedness. No Chilean Subsidiary shall incur any
Indebtedness (other than any amounts advanced by a Borrower or another Chilean
Subsidiary pursuant to a cuenta corriente mercantil with a term no longer than
30 days) other than (A) Indebtedness the outstanding amount of which does not,
in the aggregate, exceed the total amount of third-party Indebtedness for
borrowed money and intercompany Indebtedness of such Chilean Subsidiary
outstanding on the Closing Date, and the Proceeds of which are applied solely to
repay or refinance such third-party Indebtedness for borrowed money and/or
intercompany Indebtedness, (B) other third-party Indebtedness that, together
with Indebtedness of all other Chilean Subsidiaries (including all Indebtedness
described under clause (A) hereof, but excluding Indebtedness of Chilectra
incurred under clause (C) hereof), the outstanding amount of which does not
exceed at any time U.S.$125,000,000 in the aggregate, (C) in the case of
Chilectra, Indebtedness with a principal amount not to exceed U.S.$300,000,000
in the aggregate (i) raised in the capital markets, (ii) having no scheduled
payment of principal prior to the date that is one year after the Maturity Date
and (iii) the Proceeds of which are applied solely to repay intercompany
Indebtedness to Enersis.

         10.4.    Investments.

         (a)      Except as contemplated by Section 8.2 or permitted by this
Section 10.4, Enersis shall not, and shall not permit the Relevant Subsidiaries
to, make any Investments, other than (i) the capitalization of up to
U.S.$250,000,000 of existing intercompany Indebtedness owed by Cerj, (ii) the
making of a loan or loans to Endesa-Chile under the Endesa-Chile 2003 Liquidity
Facility, (iii) the making of a loan to Endesa-Chile in an amount not to exceed
U.S.$100,000,000 in the aggregate from time to time outstanding, provided that
while any such amount is outstanding Enersis shall have no Indebtedness owing to
Endesa-Chile, (iv) Permitted Investments in an amount not to exceed
U.S.$25,000,000 in any fiscal year or an aggregate amount of U.S.$75,000,000 at
any time existing or outstanding, (v) the making of a loan or loans by
Endesa-Chile to Endesa-Chile Internacional on any single Business Day on or
prior to July 24, 2003, the proceeds of which are applied by Endesa-Chile
Internacional solely to repay on July 24, 2003 any amounts outstanding under the
Medium-Term Notes, (vi) the making of a loan or loans by Endesa-Chile to
Endesa-Chile Internacional at any time after April 1, 2005 until April 1, 2006
the proceeds of which are applied by Endesa-Chile Internacional solely to repay
on April 1, 2006 any amounts outstanding under the 7.20% Notes, (vii) the making
of a loan or loans by Endesa-Chile to Enersis in an amount not to exceed
U.S.$100,000,000 in the aggregate from time to time outstanding, provided that
while any such amount is outstanding Endesa-Chile shall have no Indebtedness
owing to Enersis (including, without limitation, under the Endesa-Chile 2003
Liquidity Facility), (viii) amounts advanced by Enersis or any Enersis
Subsidiary to Enersis or any Enersis Subsidiary that is a Chilean Subsidiary
pursuant to a cuenta corriente mercantil with a term no longer than 30 days,
(ix) amounts advanced by Endesa-Chile or any Subsidiary of Endesa-Chile to
Endesa-Chile or any Subsidiary of Endesa-Chile whose principal place of business
is within Chile pursuant to a cuenta corriente mercantil with a term no longer
than 30 days and (x) Permitted Cash Equivalents; provided that no Investment
described in clauses (i) through (ix) shall be made if a Default or Event of
Default exists or would result therefrom. Notwithstanding the foregoing, if
Endesa Spain holds an ownership interest in a Subsidiary of Enersis (other than
through Enersis), Enersis shall not make any Permitted Investment in that
Subsidiary unless Endesa Spain shall have simultaneously invested its Ownership
Percentage of the Default Prevention Amount.


                                       51
<PAGE>

         (b)      Permitted Investments shall be made as intercompany loans and
shall comply with Section 8.3 except to the extent an Investment made as equity
is the only means available to prevent the occurrence of an Event of Default.

         10.5.    Repurchase or Redemption of Capital Stock, Etc. Enersis shall
not redeem, repurchase, retire or otherwise acquire any of its capital stock,
and Enersis shall not permit any of the Relevant Subsidiaries to redeem,
repurchase, retire or otherwise acquire any of its capital stock or other
ownership interest in it (or options or warrants in respect thereof) or make a
dividend or distribution with respect to its capital stock or other ownership
interest in it (or options or warrants in respect thereof) other than a
redemption, repurchase, retirement, acquisition, dividend or distribution by a
Relevant Subsidiary to the extent the capital stock or other ownership interest
held by Enersis or another Subsidiary of Enersis is not treated in a manner less
favorable than that held by another Person (including, without limitation, by
redeeming, repurchasing, retiring or acquiring a greater portion of the capital
stock or other ownership interest held by such other Person).

         10.6.    Consolidations, Mergers, Etc. Enersis (a) shall not, and shall
not permit any of the Relevant Subsidiaries to, wind-up, liquidate or dissolve
its affairs or enter into any transaction of merger or consolidation, and (b)
shall not, and shall not permit any of the Relevant Subsidiaries to, convey,
sell, lease or otherwise dispose of, or enter into any Sale Lease-Back
Transaction with respect to (or agree to do any of the foregoing at any future
time), all or substantially all of their respective property or assets, except
that:

         (i)      subject to the provisions of Section 5.3(d), Enersis may enter
                  into any transaction of merger or consolidation, provided that
                  (A) immediately after giving effect to any such transaction,
                  no Default or Event of Default shall have occurred and be
                  continuing, (B) Enersis shall be the surviving entity of the
                  merger, and (C) Enersis' Consolidated Tangible Net Worth
                  immediately after giving effect to such transaction shall be
                  at least equal to Enersis' Consolidated Tangible Net Worth
                  immediately before giving effect to such transaction;

         (ii)     any Relevant Subsidiary may enter into any transaction of
                  merger or consolidation, provided that (A) immediately after
                  giving effect to any such transaction, no Default or Event of
                  Default shall have occurred and be continuing, (B) either
                  Enersis or another Relevant Subsidiary shall be the surviving
                  entity of the merger and (C) if the surviving entity is a
                  Relevant Subsidiary, Enersis' direct or indirect ownership
                  interest in the surviving Relevant Subsidiary immediately
                  after giving effect to such transaction shall be at least
                  equal to Enersis' direct and indirect ownership interest in
                  the Relevant Subsidiary merging into the surviving Relevant
                  Subsidiary immediately prior to giving effect to such
                  transaction; and


                                       52
<PAGE>

         (iii)    any Relevant Subsidiary may make dispositions of all or
                  substantially all of its properties or assets to Enersis or to
                  any other Relevant Subsidiary of Enersis to the extent such
                  disposition is permitted under Section 10.10, provided that,
                  with respect to any such disposition to a Relevant Subsidiary,
                  Enersis' direct and indirect ownership interest in the
                  transferee is at least equal to Enersis' direct and indirect
                  ownership interest in the transferor.

         10.7.    Sales of Assets. Enersis shall not, and shall not permit its
Subsidiaries to, conduct any Asset Sale, except to the extent that:

         (i)      no Default or Event of Default exists or would result
                  therefrom;

         (ii)     such Asset Sale is on arm's-length terms and for Fair Market
                  Value;

         (iii)    all consideration received by Enersis or any such Subsidiary
                  is in cash and is paid at the time of such Asset Sale or
                  within 30 days thereafter (other than (A) in the case of the
                  sale of Infraestructura 2000 (in which case all consideration
                  must be received by December 31, 2004), (B) in the case of any
                  sale in the ordinary course of business by Manso de Velasco
                  and (C) at any time after 66-2/3% of the aggregate principal
                  amount of the Loans outstanding as of the Closing Date shall
                  have been repaid, in the case of a Permitted Asset Swap);

         (iv)     any Net Asset Sale Proceeds in respect of such Asset Sale are
                  applied in accordance with Section 5.3;

         (v)      any other Proceeds that would qualify as Net Asset Sale
                  Proceeds in respect of such Asset Sale are applied in the
                  manner specified in the definition of Net Asset Sale Proceeds;
                  and

         (vi)     Enersis is in compliance with the provisions of Section 9 upon
                  giving pro forma effect to the Asset Sale (assuming that (A)
                  for purposes of such calculation with respect to Sections 9.1
                  and 9.2, such Asset Sale was consummated on the first day of
                  the prior fiscal quarter and (B) for purposes of such
                  calculation with respect to Section 9.3, such Asset Sale was
                  consummated on the first day of the current fiscal quarter),


                                       53
<PAGE>

provided that clauses (iv) and (v) above shall not be applicable to any Asset
Sale conducted by Endesa-Chile or any of its Subsidiaries until such time as all
amounts under the Endesa-Chile Credit Agreement shall have been paid.

         10.8.    Liens. Enersis shall not, and shall not permit any of its
Subsidiaries to, create, agree to create, incur, assume or suffer to exist any
Lien upon or with respect to any of its property or assets (real, personal or
mixed, tangible or intangible, including, without limitation, shares of the
capital stock of any Subsidiary), whether now owned or hereafter acquired;
provided that nothing in this Section 10.8 shall prevent the creation,
incurrence, assumption or existence of the following Liens:

         (i)      Liens in existence on the Closing Date that, to the extent
                  they secure Indebtedness or exist in respect of any individual
                  property or asset with a book value in excess of
                  U.S.$1,000,000, are listed on Schedule K;

         (ii)     Liens created under the Security Documents;

         (iii)    Liens in respect of property or assets of Enersis or any of
                  its Subsidiaries imposed by Law which were incurred in the
                  ordinary course of their business, such as carriers',
                  warehousemen's, materialmen's, landlords' and mechanics' liens
                  and other similar Liens arising in the ordinary course of
                  their business, and which (x) do not in the aggregate
                  materially detract from the value of such property or assets
                  or materially impair the use thereof in the operation of the
                  business of Enersis or such Subsidiary or (y) are being
                  contested in good faith by appropriate proceedings, which
                  proceedings have the effect of preventing the forfeiture or
                  sale of the property or assets subject to any such Lien;

         (iv)     Liens created for the purpose of financing the acquisition or
                  construction of any property or asset as part of a project if,
                  in the event of a failure to repay amounts advanced in
                  connection therewith or any interest thereon, the Person or
                  Persons providing such financing are, at all times during
                  which such Liens are in existence, entitled to have recourse
                  only to such property or asset and the revenues derived from
                  the operation of, or loss or damage to, such property or
                  asset;

         (v)      Liens (other than those of the type described in clause (iv)
                  above) on any property or asset acquired or constructed by
                  Enersis or any of its Subsidiaries which are created, incurred
                  or assumed contemporaneously with or within 90 days after such
                  acquisition (or, in the case of any such property constructed
                  after the completion or commencement of commercial operation
                  of such property or asset, whichever is later) to secure or
                  provide for the payment of any part of the purchase price of
                  such property or the costs of such construction (including
                  costs such as escalation, interest during construction and
                  finance costs), provided that any such Lien shall (x) apply
                  only to the property or asset so acquired or constructed, and
                  (y) secure a principal, capital or nominal amount not
                  exceeding 85% of the cost of acquiring or constructing such
                  property or asset;


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<PAGE>

         (vi)     Liens existing on any property or asset prior to the
                  acquisition thereof by Enersis or any of its Subsidiaries or
                  existing on any property or asset of any Person that becomes a
                  Subsidiary after the Effective Date prior to the time such
                  Person becomes a Subsidiary; provided, however, that (x) any
                  such Lien is not created in contemplation of or in connection
                  with such acquisition or such Person becoming a Subsidiary, as
                  the case may be, (y) any such Lien shall not apply to any
                  other property or assets of Enersis or any of its Subsidiaries
                  and (z) any such Lien shall secure only those obligations
                  which it secures on the date of such acquisition or the date
                  on which such Person becomes a Subsidiary, as the case may be;

         (vii)    Liens arising out of title retention provisions in the
                  standard conditions of supply of goods acquired from Enersis
                  or its Subsidiaries by the relevant Person in the ordinary
                  course of its business;

         (viii)   Liens arising solely by virtue of any statutory provision
                  relating to banker's liens, rights of set-off or similar
                  rights and remedies as to deposit accounts or other funds
                  maintained with a creditor depository institution; provided,
                  however, that (x) such deposit account is not a dedicated cash
                  collateral account and is not subject to restrictions against
                  access by Enersis or any of its Subsidiaries, and (y) such
                  deposit account is not intended by Enersis or any of its
                  Subsidiaries to provide collateral to the depository
                  institution;

         (ix)     Liens for taxes, assessments or governmental charges or levies
                  not yet due, or Liens for taxes, assessments or governmental
                  charges or levies being contested in good faith and by
                  appropriate proceedings for which adequate reserves have been
                  established in accordance with Chilean GAAP;

         (x)      pledges or deposits to secure obligations under workers'
                  compensation Law or similar legislation or to secure public or
                  statutory obligations (including obligations incurred relating
                  to a privatization);

         (xi)     pledges or deposits to secure the performance of bids,
                  concession contracts (or similar instruments relating to an
                  acquisition), trade contracts (other than for borrowed money)
                  or leases, surety bonds, appeal bonds, performance bonds and
                  other obligations of a like nature incurred in the ordinary
                  course of business;


                                       55
<PAGE>

         (xii)    easements, rights of way and other encumbrances on title to
                  real property that do not render title to such property
                  unmarketable or materially and adversely affect the uses of
                  such property for its present purposes;

         (xiii)   any extension, renewal or replacement of the foregoing Liens;
                  provided, however, that the aggregate principal amount of the
                  Indebtedness, if any, secured by such Liens does not increase
                  from the amount outstanding at the time of any such renewal,
                  replacement or extension and such renewal, replacement or
                  extension does not encumber any additional assets or
                  properties; and

         (xiv)    any additional Liens securing Indebtedness, provided that (x)
                  the aggregate principal amount of Indebtedness of Endesa-Chile
                  and its Subsidiaries secured by such Liens does not exceed
                  U.S.$30,000,000 at any time, (y) the aggregate principal
                  amount of Indebtedness of Enersis and its Subsidiaries
                  (excluding Endesa-Chile and its Subsidiaries) secured by such
                  Liens does not exceed U.S.$30,000,000 at any time and (z) the
                  aggregate principal amount of Indebtedness secured by all such
                  Liens does not exceed U.S.$60,000,000 at any time,

provided, however, that, notwithstanding the foregoing, (a) no Lien whatsoever
shall be created, incurred, assumed or suffered to exist in respect of the
Collateral and no Person shall have the right to purchase the Collateral, other
than as imposed by the Security Documents and (b) no Lien whatsoever shall be
created, incurred, assumed or suffered to exist in respect of any portion of the
Equity Collateral that has been released from the Collateral pursuant to Section
3.2 and no Person shall have or be granted the right to acquire the Equity
Collateral, other than any Lien permitted pursuant to clauses (i) through (xiv)
above and, prior to the Equity Release Date, any Lien to secure the Qualifying
Indebtedness for which such Equity Collateral was released pursuant to Section
3.2.

         10.9.    Limitations on Prepayments of Indebtedness. Enersis shall not,
and shall not permit any of the Relevant Subsidiaries to, make any voluntary or
optional payment or prepayment on or redemption or acquisition for value of any
Indebtedness prior to the date such Indebtedness is scheduled to mature in
accordance with its original terms (including, without limitation, by way of
depositing with the trustee or Person fulfilling a similar function with respect
to such Indebtedness money or securities prior to the date such Indebtedness is
scheduled to mature in accordance with its original terms for the purpose of
paying it when due) or make any payment in violation of any subordination terms
of any Indebtedness, other than in respect of (w) the Loans, (x) to the extent
permitted pursuant to the relevant documentation relating to such Indebtedness
and by applicable Law, a purchase or prepayment of up to U.S.$50,000,000 in
respect of any 6.60% Notes, 6.90% Notes or 7.40% Notes and a purchase or
prepayment of up to U.S.$120,000,000 in respect of any 5.50% Notes or 5.75%
Notes, in each case only to the extent (i) such Indebtedness is held at the time
of such purchase or prepayment by a non-Affiliate shareholder of Enersis, (ii)
all of the proceeds paid to such shareholder in respect thereof are
simultaneously (or as soon as practicable, but in any event within seven
Business Days) applied by or on behalf of or irrevocably committed by such
shareholder to purchase shares of common stock of Enersis (provided that if such
proceeds are not simultaneously so applied, such proceeds must be deposited into
a segregated escrow account for the benefit of Enersis until so applied) and
(iii) the Required Lenders consent to such transactions, such consent not to be
withheld if the Required Lenders in their sole judgment are satisfied that such
transactions pose no risk that any funds so used will not be reinvested in
Enersis as described above within seven Business Days, (y) the Elesur Loan
(including by prepayment with proceeds from an equity issuance to Endesa Spain
or an Affiliate of Endesa Spain), but solely in connection with a capitalization
of any amounts so paid through the issuance of shares of common stock of
Enersis, or (z) any intercompany Indebtedness.


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<PAGE>

         10.10.   Transactions with Affiliates. Enersis shall not, and shall not
permit any of its Subsidiaries to, enter into any transaction or series of
related transactions with any Affiliate of Enersis or its Subsidiaries
(including, without limitation, any cuenta corriente mercantil) other than in
the ordinary course of business and on terms and conditions as favorable to
Enersis or such Subsidiary as would be obtained by Enersis or such Subsidiary at
the time in a comparable arm's-length transaction with a Person other than an
Affiliate.

         10.11.   Sale of Certain Assets. Prior to January 1, 2004, Enersis
shall not, and shall not permit any of its Subsidiaries to, sell, transfer,
lease or otherwise convey to Endesa Spain or any of its Affiliates any capital
stock or other ownership interest in, or assets of, any of Infraestructura 2000
or Canutillar.

         10.12.   Upstreaming. Other than to the extent required by applicable
Law (including fiduciary duties to minority shareholders), Enersis shall not,
and shall not permit the Enersis Subsidiaries to, take any action limiting the
ability of any Enersis Subsidiary to make funds available to Enersis pursuant to
Section 8.2 (whether by repayment of intercompany Indebtedness, by dividend or
otherwise), including, for the avoidance of doubt, any such action in the event
that any restriction in place on the Closing Date no longer applies.

         10.13.   Limitation on Sale Lease-Back Transactions. Other than in
connection with any Lien permitted under Section 10.8(iv) or (v) or in respect
of (i) the Santa Rosa Property, (ii) any existing real property of any Foreign
Subsidiary or (iii) any existing real property of Manso de Velasco, Enersis
shall not, and shall not permit any Subsidiary to, enter into any arrangement,
directly or indirectly, with any third party whereby any of Enersis or any
Subsidiary shall sell or transfer any property or asset (real or personal),
whether now owned or hereafter acquired, and whereby any of Enersis or any
Subsidiary shall then or thereafter rent or lease as lessee such property or
asset or any part thereof or other property or asset which any Borrower or such
Subsidiary intends to use for substantially the same purpose or purposes as the
property or asset sold or transferred (a "Sale Lease-Back Transaction").

         10.14.   Business. Enersis shall not permit any material change in the
nature of its principal business or that of itself and the Relevant Subsidiaries
taken as a whole (whether through one or a series of transactions, whether at
one time or over a period of time and whether by disposition, acquisition or
otherwise).


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<PAGE>

         Section 11. Events of Default.

         Upon the occurrence of any of the following specified events (each, an
"Event of Default"):

         11.1.    Payments. Any Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note, (ii) default in the payment when
due of any interest on any Loan or any Note and such default shall continue
unremedied for three or more Business Days or (iii) default in the payment when
due of any other amounts owing hereunder or under any other Loan Document and
such default in the case of any such other amounts shall continue unremedied for
five or more Business Days; or

         11.2.    Representations, Etc. Any representation, warranty or
statement made by or on behalf of a Borrower or any other Enersis Group Company
herein or in any other Loan Document or in any certificate delivered pursuant
hereto or thereto shall prove to be incorrect, untrue or misleading in any
material respect on the date as of which made or deemed made; or

         11.3.    Covenants under these Agreements. Any Borrower shall (i)
default in the due performance or observance by it of any term, covenant or
agreement contained in Sections 5.3, 8.2, 8.3(a), 8.4(e), 8.6(a)(i), 8.13, 8.14,
9, 10.5, 10.11 and 10.14, (ii) default in the due performance or observance by
it of any other term, covenant or agreement contained in Section 10 and such
default shall continue unremedied for a period of 21 calendar days after the
earlier of the date on which either Borrower becomes aware of such default or
written notice thereof is delivered by the Administrative Agent or any Lender to
the Borrowers, or (iii) default in the due performance or observance by it of
any term, covenant or agreement (other than those referred to in Section 11.1,
11.2 and clauses (i) and (ii) of this Section 11.3) contained in these
Agreements and such default shall continue unremedied for a period of 30
calendar days after the earlier of the date on which either Borrower becomes
aware of such default or written notice thereof is delivered by the
Administrative Agent or the Lenders to the Borrowers; or

         11.4.    Other Covenants. Any Borrower or any other Enersis Group
Company shall default in the due performance or observance by it of any term,
covenant or agreement contained in any of the Loan Documents (other than these
Agreements) to which it is a party and such default shall continue unremedied
for a period of 30 calendar days (or any shorter grace period applicable thereto
set forth in the relevant Loan Document) after the earlier of the date on which
either such party becomes aware of such default or written notice thereof is
delivered by the Administrative Agent or the Lenders to the Borrowers; or

         11.5.    Cross-Default. Any Indebtedness (x) under the Endesa-Chile
Credit Agreement or (y) of any Borrower or any of the Relevant Subsidiaries
(other than the Indebtedness incurred hereunder) is not paid when due or within
any applicable grace period in any instrument or agreement relating to such
Indebtedness, or any such Indebtedness is declared to be or becomes, or any
Person becomes entitled to declare such Indebtedness to be, due and payable
before its stated maturity by reason of any default, event of default or the
like (however described); provided, that no Event of Default shall occur under
this Section 11.5 unless the outstanding amount of Indebtedness in respect of
which one or more of the events mentioned above in this Section 11.5 has or have
occurred equals or exceeds U.S.$30,000,000 (on an individual basis, without
taking into account any other Indebtedness in respect of which one or more
events may have occurred) or its equivalent in other currencies (as reasonably
determined by the Administrative Agent); or


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<PAGE>

         11.6.    Bankruptcy, Etc. Enersis or any of the Relevant Subsidiaries
shall commence a voluntary case concerning itself under any bankruptcy Law; or
an involuntary case under any such Law is commenced against Enersis or any of
the Relevant Subsidiaries, and the petition is not controverted within 30
calendar days, or is not dismissed within 45 calendar days, after commencement
of the case and, to the extent any such case is commenced in Chile, in
accordance with any applicable Chilean Law; or a custodian is appointed for, or
takes charge of, all or substantially all of the property of Enersis or any of
the Relevant Subsidiaries, or Enersis or any of the Relevant Subsidiaries
commences any other proceeding under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar
Law of any jurisdiction whether now or hereafter in effect relating to such
Person, or there is commenced against Enersis or any of the Relevant
Subsidiaries any such proceeding which remains undismissed for a period of 45
calendar days, or Enersis or any of the Relevant Subsidiaries is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or Enersis or any of the Relevant Subsidiaries
suffers any appointment of any custodian or the like for it or any substantial
part of its property to continue undischarged or unstayed for a period of 45
calendar days; or Enersis or any of the Relevant Subsidiaries makes a general
assignment for the benefit of creditors; or Enersis or any of the Relevant
Subsidiaries shall admit in writing its inability, or shall be unable, to pay
its debts as they become due; or any action is taken by Enersis or any of the
Relevant Subsidiaries to indicate its consent to, approval of, or acquiescence
in, any of the acts described in this Section 11.6; or

         11.7.    Judgments. (i) One or more judgments or decrees shall be
entered against Enersis or any of the Relevant Subsidiaries involving in the
aggregate a liability (not paid or fully covered by a valid and binding policy
of insurance issued by a reputable insurer, which insurer shall have been
notified of, and not disputed, the claim made for payment of such judgment or
decree) equivalent to U.S.$30,000,000 (or its equivalent in other currencies) or
more or (ii) one or more non-monetary judgments or decrees shall be entered
against Enersis or any of the Relevant Subsidiaries that, individually or in the
aggregate, could have a Material Adverse Effect, which shall remain undischarged
or unstayed for a period of at least 10 calendar days; or

         11.8.    Currency Restrictions. Any Government Agency of Chile shall
impose restrictions on the availability of freely transferable Dollars to
Persons outside Chile or Dollars shall be unavailable at all or at a
commercially reasonable rate of exchange, and as a direct or indirect result
thereof, any Borrower or Elesur shall not have the ability or could not
reasonably be expected to be able to perform its obligations under any of the
Loan Documents; or

         11.9.    Denial of Liability. (a) A Borrower shall deny its obligations
under its Credit Agreement or any Note, or any Borrower or any other Enersis
Group Company shall deny its obligations under any other Loan Document to which
it is a party, (b) any Law shall render invalid, or preclude enforcement of, any
provision of these Agreements or any other Loan Document or shall impair the
performance of the obligations of any Borrower or any other Enersis Group
Company hereunder or under any other Loan Document to which it is a party, (c)
any Loan Document shall otherwise cease to be in full force and effect or (d)
any Government Agency shall, by moratorium Laws or otherwise, cancel or suspend
the obligation of any Borrower or any other Enersis Group Company to pay any
amount required to be paid hereunder or under any other Loan Document; or


                                       59
<PAGE>

         11.10.   Governmental Action. Any Government Agency shall condition,
nationalize, seize or otherwise expropriate all or a substantial part of the
property or assets of Enersis or any of the Relevant Subsidiaries or shall
assume custody or control of such property or assets or of the business or
operations of Enersis or any of the Relevant Subsidiaries, or shall have taken
any action for the dissolution or disestablishment of Enersis or any of the
Relevant Subsidiaries, or shall have taken any action that would prevent Enersis
or any of the Relevant Subsidiaries from carrying on its business or any
substantial part thereof; or

         11.11.   Security Documents.

         (a)      The Security Documents (together with any other documents

delivered or to be delivered thereunder) shall for any reason fail to create or
for any reason (other than to the extent resulting solely from the Collateral
Agent's failure to maintain possession of any promissory notes, stock
certificates or other instruments delivered to it pursuant to the Security
Documents or hereto) cease to maintain a valid and duly perfected first priority
security interest in and Lien upon any of the Collateral until such Collateral
is released in accordance with the terms hereof or of any of the Security
Documents; or

         (b)      Any Collateral shall become subject to any Lien other than a
Lien permitted under Section 10.8 or any beneficiary of any Lien on any
Collateral takes any action to foreclose on such Collateral or takes any action
inconsistent with the security interest held by the Collateral Agent, in each
case which could have a Material Adverse Effect; or

         (c)      The enforceability of the Collateral Agent's security interest
in any Collateral, or any obligations of any Borrower, Elesur, Chilectra, or
Chilectra Cayman under any of the Security Documents shall be contested or
denied by any Borrower, Elesur, Chilectra or Chilectra Cayman under any of the
Security Documents; or

         11.12.   Endesa Spain Equity Contributions or Subordinated Loan. Endesa
Spain (or one or more of its Affiliates) shall fail to make, within 31 days of
receipt by it or any of its Affiliates of any dividend or other distribution
from Enersis, one or more investments in the form of equity contributions or a
Qualifying Endesa Spain Loan to Enersis, if applicable, or equity contributions
in the case of any Chilean Subsidiary, at least equal in the aggregate to the
Dividend Reinvestment Proceeds corresponding to such dividend payment or
distribution, if any; or

         11.13.   Net Proceeds. Enersis shall not have received (a) on or prior
to June 30, 2004, Net Asset Sale Proceeds in an amount at least equal to the
aggregate amount of any Net Debt Issuance Proceeds previously applied (i) to
repay principal amounts outstanding under the 6.60% Notes that are put to
Enersis on December 1, 2003 or to repay principal amounts outstanding under any
6.60% Liquidity Facility and/or (ii) to fund loan amounts under the Endesa-Chile
2003 Liquidity Facility or (b) on or prior to December 31, 2003, March 31, 2004
and June 30, 2004, repayment from Endesa-Chile of at least 50%, 25% and the
balance, respectively, of the aggregate amount loaned to Endesa-Chile under the
Endesa-Chile 2003 Liquidity Facility; or


                                       60
<PAGE>

         11.14.   Capitalization/Pledge of Elesur Loan. All amounts outstanding
under the Elesur Loan shall not have been capitalized by July 31, 2003 solely
through the issuance of shares of common stock of Enersis unless, to the extent
not so capitalized, (A) Elesur and Enersis shall have duly executed and
delivered the Elesur Recognition of Debt, (B) Elesur and the Collateral Agent
shall have duly executed and delivered the Elesur Pledge Agreement, (C) Elesur
and the Administrative Agent shall have duly executed and delivered the Amended
and Restated Elesur Intercreditor Agreement, (D) Enersis shall have delivered
(or caused to be delivered) to the Administrative Agent opinions addressed to
the Administrative Agent, the Collateral Agent and the Lenders of legal counsels
to Elesur and Enersis in form and substance and from such counsels and in such
jurisdictions reasonably satisfactory to legal counsel or counsels to the
Administrative Agent and the Collateral Agent and (E) the Collateral Agent shall
have a valid and duly perfected first priority security interest in and Lien
upon all rights of Elesur under the Elesur Recognition of Debt;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent may, with the consent of the
Required Lenders and shall, upon the written request of the Required Lenders, by
written notice to the Borrowers, take any and all of the following actions
without prejudice to the rights of any holder of any Note to enforce its claims
against any Borrower (provided that, if an Event of Default specified in Section
11.6 shall occur with respect to a Borrower, the result which would occur upon
the giving of written notice by the Administrative Agent to the Borrowers as
specified in clause (i) below shall occur automatically without the giving of
such notice): (i) declare the principal of and any accrued interest in respect
of all Loans and the Notes of the Borrowers, any Fees and all obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and (ii) exercise any other
rights available under the Loan Documents or other document or instrument
entered into in connection therewith. It is understood that the action described
in clause (i) above may be taken only with the written approval or upon the
written request of the Required Lenders.


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<PAGE>

         Section 12. The Administrative Agent and the Collateral Agent.

         12.1.    Appointment; Acceptance of Appointment.

         (a)      The Lenders under both Agreements hereby designate Dresdner
Bank Luxembourg S.A. and Banco Bilbao Vizcaya Argentaria S.A. as Administrative
Agent (for the periods specified in the definition thereof) and Banco
Santander-Chile as Collateral Agent to act as specified herein and in the other
Loan Documents. For the avoidance of doubt, Banco Bilbao Vizcaya Argentaria S.A.
is executing these Agreements as of the Effective Date, but such execution shall
be for purposes of Banco Bilbao Vizcaya Argentaria S.A. becoming Administrative
Agent on the date specified in the definition thereof and, on such date, Banco
Bilbao Vizcaya Argentaria S.A. shall assume and perform all the duties of the
Administrative Agent hereunder and under any other Loan Document to which the
Administrative Agent is a party. Each Lender hereby irrevocably authorizes, and
each holder of any Note by the acceptance of such Note shall be deemed
irrevocably to authorize, each of the Administrative Agent and the Collateral
Agent to take such action on its behalf under the provisions of the relevant
Credit Agreement, the other Loan Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of each of the Administrative Agent and the Collateral Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Each of the Administrative Agent and the Collateral Agent may perform
any and all its duties and exercise its rights and powers hereunder by or
through its officers, directors or employees, or any one or more sub-agents
appointed by the Administrative Agent or the Collateral Agent as the case may
be, and each of the Administrative Agent and the Collateral Agent and any such
sub-agent may perform such duties and exercise such rights and powers through
their respective Affiliates. All such officers, directors, employees, sub-agents
and Affiliates shall, for purposes of this Section 12, be deemed to be included
in all references to each of the Administrative Agent and the Collateral Agent.

         (b)      Each of the Administrative Agent and the Collateral Agent, for
itself and its successors, hereby accepts its appointment as such upon the terms
and conditions hereof, including those contained in this Section 12.

         12.2.    Nature of Duties. None of the Administrative Agent and the
Collateral Agent shall have any duties or responsibilities except those
expressly set forth in these Agreements and the other Loan Documents. Other than
in accordance with these Agreements no Lender shall have any right to direct the
Collateral Agent to take any action in respect of the Collateral and no Lender
shall have any right to take action with respect to the Collateral independently
of the Collateral Agent. Neither the Administrative Agent, the Collateral Agent,
nor any of the Administrative Agent's or the Collateral Agent's officers,
directors, agents or employees shall be liable for any action taken or omitted
by any of them hereunder or under any other Loan Document or in connection
herewith or therewith, unless caused by its or their gross negligence or willful
misconduct. The duties of the Administrative Agent shall be mechanical and
administrative in nature; each of the Administrative Agent and the Collateral
Agent shall not have by reason of these Agreements or any other Loan Document a
fiduciary relationship with any Lender or the holder of any Note; and nothing in
these Agreements or any other Loan Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Administrative Agent or the
Collateral Agent any obligations in respect of these Agreements or any other
Loan Document except as expressly set forth herein or therein. Each of the
Administrative Agent and the Collateral Agent shall be deemed not to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to each of the Administrative Agent and the Collateral Agent by
a Borrower or a Lender. The Administrative Agent shall promptly transmit to each
Lender and the Collateral Agent a copy of such notice pursuant to the terms of
these Agreements. Each of the Administrative Agent and the Collateral Agent
shall take such action with respect to the Loan Documents to which it is a party
(including with respect to any Event of Default) as may be directed by the
Required Lenders in accordance with the terms of these Agreements; provided,
however, that unless and until the Administrative Agent or the Collateral Agent,
as the case may be, has received any such direction, subject to Section 13.13,
the Administrative Agent or the Collateral Agent, as the case may be, may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Loan Document (including with respect to any Event of
Default) as it shall deem in its sole discretion advisable or in the best
interest of the Lenders.


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<PAGE>

         12.3.    Lack of Reliance on the Administrative Agent or the Collateral
Agent. Independently and without reliance upon the Administrative Agent or the
Collateral Agent, each Lender and each holder of any Note, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrowers in
connection with the making and the continuance of the Loans and the taking or
not taking of any action in connection herewith and (ii) its own appraisal of
the creditworthiness of the Borrowers and, except as expressly provided herein,
none of the Administrative Agent and the Collateral Agent shall have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Note with any credit or other information concerning the
business, operations, property, assets, condition (financial or otherwise),
prospects or creditworthiness of the Borrowers, whether coming into its
possession before the making of the Loans or at any time or times thereafter.
Neither the Administrative Agent nor the Collateral Agent shall be responsible
to any Lender or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of these Agreements or any other Loan
Document or the condition (financial or otherwise) of the Borrowers or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of any Credit Agreement or any other
Loan Document, or the financial condition of the Borrowers or the existence or
possible existence of any Default or Event of Default.

         12.4.    Certain Rights of the Administrative Agent and the Collateral
Agent. If either the Administrative Agent or the Collateral Agent shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with any Credit Agreement or any other
Loan Document, each of the Administrative Agent and the Collateral Agent shall
be entitled to refrain from such act or taking such action unless and until each
of the Administrative Agent and the Collateral Agent shall have received
instructions from the Required Lenders; and neither the Administrative Agent nor
the Collateral Agent shall incur liability to any Person by reason of so
refraining. Without limiting the foregoing, neither the Administrative Agent nor
the Collateral Agent shall be required to take any action that exposes the
Administrative Agent or the Collateral Agent to personal liability or that is
contrary to these Agreements or applicable Law, and no Lender or holder of any
Note shall have any right of action whatsoever against either the Administrative
Agent or the Collateral Agent as a result of the Administrative Agent's or the
Collateral Agent's acting or refraining from acting hereunder or under any other
Loan Document in accordance with the instructions of the Required Lenders.


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<PAGE>

         12.5.    Reliance. Each of the Administrative Agent and the Collateral
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, statement, certificate, facsimile, order
or other document or telephone message signed, sent or made by any Person that
the Administrative Agent or the Collateral Agent believed to be the proper
Person, and, with respect to all legal and other matters pertaining to these
Agreements and any other Loan Document and its duties hereunder and thereunder,
upon advice of legal counsel (including, without limitation, the Borrowers'
counsel), independent public accountants and other experts.

         12.6.    Indemnification. To the extent the Administrative Agent or the
Collateral Agent is not reimbursed and indemnified by the Borrowers, the holders
of the Notes will reimburse and indemnify the Administrative Agent and the
Collateral Agent, in proportion to the principal amount, determined at the time
indemnification is sought hereunder, of their Notes (or if no Notes are then
outstanding, in proportion to the principal amount, determined at the time
indemnification is sought hereunder, of their Commitments), for and against any
and all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements (including, without
limitation, all costs and expenses referred to in Section 13.1) of whatsoever
kind or nature which may be imposed on, asserted against or incurred by the
Administrative Agent and the Collateral Agent in performing its duties hereunder
or under any other Loan Document (collectively, the "Indemnified Costs");
provided, however, that no such holder shall be liable for any portion of the
Indemnified Costs to the extent that such portion results from the
Administrative Agent's or the Collateral Agent's gross negligence or willful
misconduct. In the case of any investigation, litigation or other proceeding
giving rise to any Indemnified Costs, this Section 12.6 shall apply whether or
not the Administrative Agent, the Collateral Agent or any Lender is a party
thereto.

         12.7.    The Administrative Agent and the Collateral Agent in their
Individual Capacities. With respect to its obligation to make Loans under these
Agreements, each of the Administrative Agent and the Collateral Agent shall have
the rights and powers specified herein for a "Lender" and may exercise the same
rights and powers as though it were not performing the duties specified herein;
and the term "Lenders," "Required Lenders," "holders of Notes" or any similar
terms shall, unless the context clearly otherwise indicates, include the
Administrative Agent and the Collateral Agent in its individual capacity. Each
of the Administrative Agent and the Collateral Agent, or any branch or Affiliate
thereof, may accept deposits from, lend money to, act as trustee under
indentures of, accept advisory and investment banking engagements from, and
generally engage in any kind of banking, trust or other business with the
Borrowers or any Affiliate of the Borrowers as if it were not performing the
duties specified herein, and may accept fees and other consideration from the
Borrowers for services in connection with these Agreements and otherwise without
having to account for the same to any Lender.

         12.8.    Holders. Each of the Administrative Agent and the Collateral
Agent may deem and treat the payee of any Note as the owner thereof for all
purposes hereof unless and until the assignment, transfer or endorsement
thereof, as the case may be, shall have been recorded in the Register in
accordance with Section 13.18. Any request, authority or consent of any Person
who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or endorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.


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         12.9.    Succession.

         (a)      Each of the Administrative Agent and the Collateral Agent may
resign from the performance of all its functions and duties hereunder and/or
under the other Loan Documents at any time by giving 15 Business Days' prior
written notice to the Borrowers and the Lenders and may be removed at any time
by the Required Lenders; provided that such resignation or removal must be in
respect of both Agreements. Such resignation or removal shall only take effect
upon the appointment of a successor Administrative Agent or Collateral Agent, as
the case may be, pursuant to clauses (b) and (c) below or as otherwise provided
below.

         (b)      Upon any such notice of resignation or removal, the Required
Lenders shall, upon notice to each of the Lenders, appoint a successor
Administrative Agent or Collateral Agent (to act as a successor under both
Agreements) which shall be a commercial bank or trust company that is (to the
extent no Event of Default shall have occurred and be continuing) reasonably
acceptable to the Borrowers.

         (c)      If a successor Administrative Agent or Collateral Agent shall
not have been so appointed within such 15 Business Day period, the
Administrative Agent or Collateral Agent, as the case may be, with the consent
of the Borrowers, may, upon notice to each of the Lenders, then appoint a
successor Administrative Agent or Collateral Agent which shall serve as
Administrative Agent or Collateral Agent, as the case may be, hereunder or
thereunder until such time, if any, as the Required Lenders appoint a successor
Administrative Agent or Collateral Agent as provided above.

         12.10.   Power of Attorney from the Lenders. Each Lender agrees for the
benefit of each other Lender to deliver and maintain in full force and effect a
power of attorney in substantially the form attached hereto as Exhibit II. In no
event shall the foregoing power of attorney confer rights to the Collateral
Agent that are not otherwise granted to the Collateral Agent herein and in the
other Loan Documents.


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         Section 13. Miscellaneous.

         13.1.    Payment of Expenses, Etc. The Borrowers shall: (i) whether or
not the transactions herein contemplated are consummated, pay (x) all reasonable
and documented out-of-pocket costs and expenses (other than Taxes which are
governed by Section 5.5) of the Administrative Agent, the Collateral Agent and
each Mandated Lead Arranger and Bookrunner (including, without limitation, the
reasonable documented fees and disbursements of a single special Chilean, New
York, Spanish and Cayman Islands counsel to the Lenders, the Administrative
Agent, the Collateral Agent and the Mandated Lead Arrangers and Bookrunners) in
connection with the preparation, execution and delivery of these Agreements and
the other Loan Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto and
(y) all documented costs and expenses of the Administrative Agent, each Mandated
Lead Arranger and Bookrunner, the Collateral Agent and each Lender in connection
with the enforcement of these Agreements and the other Loan Documents and the
documents and instruments referred to herein and therein (including, without
limitation, the fees and disbursements of counsel for the Administrative Agent,
each Mandated Lead Arranger and Bookrunner, the Collateral Agent and each
Lender); (ii) pay and hold each of the Lenders harmless from and against any and
all present and future stamp and other similar taxes with respect to the
foregoing matters and save the Administrative Agent and each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Person) to pay such taxes; and (iii) indemnify the Administrative Agent and each
Lender, and their respective officers, directors, employees, representatives,
partners, members, shareholders and agents from and hold each of them harmless
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses and disbursements (other than
Taxes which are governed by Section 5.5) incurred by any of them as a result of,
or arising out of, or in any way related to, or by reason of, any investigation,
litigation or other proceeding (whether or not the Administrative Agent or any
Lender is a party thereto) related to the entering into and/or performance of
these Agreements or any other Loan Document or the use of the proceeds of any
Loans hereunder or the consummation of any transactions contemplated herein or
in any other Loan Document, including, without limitation, the reasonable and
documented fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding (but excluding any such
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses and disbursements, to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

         13.2.    Right of Setoff. In addition to any rights now or hereafter
granted under applicable Law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, the Administrative
Agent and each Lender are hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the relevant
Borrower or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by the
Administrative Agent or such Lender (including, without limitation, by branches
and agencies of the Administrative Agent or such Lender wherever located) to or
for the credit or the account of either Borrower against and on account of the
Obligations of either Borrower to the Administrative Agent or such Lender under
these Agreements or under any of the other Loan Documents, including, without
limitation, all claims of any nature or description arising out of or connected
with these Agreements or any other Loan Document, irrespective of whether or not
the Administrative Agent or such Lender shall have made any demand hereunder and
although said Obligations or any of them, shall be contingent or unmatured.

         13.3.    Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in English and
in writing and mailed (via express or overnight mail), delivered by hand or by
overnight courier or sent by facsimile: if to a Borrower, the Administrative
Agent, or the Collateral Agent at its address specified opposite its signature
below; if to any Lender, at its Lending Office; or, as to any Borrower, the
Administrative Agent or the Collateral Agent, at such other address as shall be
designated by such party in a written notice to the other parties hereto and, as
to each other party, at such other address as shall be designated by such party
in a written notice to the Borrowers, the Administrative Agent and the
Collateral Agent. All such notices and communications shall, when mailed,
delivered or sent by facsimile, be effective when deposited in the mails,
delivered to any nationally recognized overnight courier, as the case may be, or
sent by facsimile, except that notices and communications to the Administrative
Agent shall not be effective until received by the Administrative Agent.



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<PAGE>

         13.4.    Benefit of Agreement; Syndication or Assignment of Loan.

         (a)      These Agreements shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto (and, in the case of the Lenders, the Administrative Agent and
the Collateral Agent under any Credit Agreement, by the Lenders, the
Administrative Agent and the Collateral Agent under the other Credit Agreement);
provided, however, that no Borrower may assign or transfer any of its rights,
obligations or interest hereunder or under any other Loan Document without the
prior written consent of all of the Lenders under both Agreements; provided
further that no Lender may assign or transfer all or any portion of its Loans
hereunder except as provided in Sections 13.4(b) or 13.4(c); provided further
that, although any Lender may grant participations in its rights hereunder in
accordance with this Section 13.4, such Lender shall remain a "Lender" for all
purposes hereunder and the participant shall not constitute a "Lender"
hereunder; and, provided further, that no Lender shall grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of these Agreements or any other Loan Document except to the extent such
amendment or waiver would require the consent of all the holders of the Notes as
described in Section 13.13. In the case of any such participation, the
participant shall not have any rights under any Credit Agreement or any of the
other Loan Documents (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
a Borrower hereunder shall be determined as if such Lender had not sold such
participation, except that the participant shall be entitled to the benefits of
Sections 2.8, 2.9 and 5.5 of these Agreements to the extent that such Lender
would be entitled to such benefits if the participation had not been
transferred, granted or assigned.

         (b)      Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (i) upon written notice to the
relevant Borrower, assign all or a portion of its outstanding Loans hereunder to
(x) its parent company and/or any Affiliate of such Lender which is an Eligible
Transferee at least 50% owned by such Lender or its parent company or to one or
more Lenders or (y) in the case of any Lender that is a fund that invests in
bank loans, any other fund that invests in bank loans and is an Eligible
Transferee managed by the same investment advisor of such Lender or by an
Affiliate of such investment advisor or (ii) with five Business Days' written
notice to the relevant Borrower, assign all, or if less than all, a portion
equal to (x) for the first 90 days immediately following the Closing Date at
least U.S.$1,000,000 in the aggregate (and integral multiples of U.S.$1,000,000
in excess thereof) and (y) thereafter at least U.S.$5,000.000 in the aggregate
(and integral multiples of U.S.$1,000,000 in excess thereof) for the assigning
Lender or assigning Lenders, of such outstanding Loans hereunder to one or more
Eligible Transferees (treating any fund that invests in bank loans and any other
fund that invests in bank loans and is managed by the same investment advisor of
such fund or by an Affiliate of such investment advisor as a single Eligible
Transferee), each of which assignees shall become a party to these Agreements as
a Lender by execution of an Assignment and Assumption Agreement, provided that
(A) at such time Schedule B shall be deemed modified to reflect the outstanding
Loans of such new Lender and of the existing Lenders, (B) upon the surrender of
the relevant Notes by the assigning Lender (or, upon such assigning Lender's
indemnifying the relevant Borrower for any lost Note pursuant to a customary
indemnification agreement), new Notes will be issued, at the Borrowers' expense,
to such new Lender and to the assigning Lender upon the request of such new
Lender or assigning Lender, such new Notes to be in conformity with the
requirements of Section 2.5 (with appropriate modifications) to the extent
needed to reflect the revised outstanding Loans, (C) the consent of the
Administrative Agent and, so long as no Default or Event of Default shall have
occurred and be continuing, the consent of the relevant Borrower (which consent
shall not be unreasonably withheld and shall have been deemed to have been given
if the relevant Borrower does not expressly notify the assigning Lender and the
Administrative Agent otherwise within 10 Business Days after such consent has
been requested in writing from the relevant Borrower) shall be required in
connection with any assignment to an Eligible Transferee pursuant to clause (ii)
above, (D) the Administrative Agent shall receive at the time of each such
assignment, other than an assignment pursuant to clause (i) above or to another
Lender or any of its Affiliates, from the assigning or assignee Lender the
payment of a non-refundable assignment fee of U.S.$3,000, (E) no such transfer
or assignment will be effective until recorded by the Administrative Agent on
the Register pursuant to Section 13.18, and (F) the Collateral Agent shall
receive from such new Lender the power of attorney referenced in Section 12.10
hereof. To the extent of any assignment pursuant to this Section 13.4(b), the
assigning Lender shall be relieved of its obligations hereunder with respect to
its assigned Loans and any reference to such Lender in these Agreements or the
other Loan Documents shall thereafter refer to the assigning Lender and the
assignee Lender to the extent of their respective interests.


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<PAGE>

         (c)      Nothing herein shall prevent or prohibit any Lender from
pledging its Loans and Notes hereunder to secure obligations of such Lenders,
including any pledge to a United States Federal Reserve Bank in support of
borrowings made by such Lender from such United States Federal Reserve Bank and,
with the consent of the Administrative Agent, any Lender which is a fund may
pledge all or any portion of its Loans and Notes to its trustee in support of
its obligations to its trustee. No pledge pursuant to this clause (c) shall
release the transferor Lender from any of its obligations hereunder.

         (d)      Except as otherwise provided herein, all costs and expenses of
any Lender associated with any assignment or transfer of, or of the granting of
any participation interest in, such Lender's outstanding Loans shall be borne by
such Lender or its assignee, transferee or participant; provided, however, that
in the case of an assignment occurring as a result of the exercise by a Borrower
of its rights under Section 2.11, the Borrowers shall bear all such costs and
expenses.

         13.5.    No Waiver; Remedies Cumulative. No failure or delay on the
part of the Administrative Agent, the Collateral Agent, any Lender or the holder
of any Note in exercising any right, power or privilege hereunder or under any
other Loan Document and no course of dealing between the Borrowers and the
Administrative Agent, the Collateral Agent, any Lender or the holder of any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Loan Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Loan Document expressly provided are cumulative
and not exclusive of any rights, powers or remedies which the Administrative
Agent, the Collateral Agent, any Lender or the holder of any Note would
otherwise have. No notice to or demand on any Borrower in any case shall entitle
the Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent,
the Collateral Agent, any Lender or the holder of any Note to any other or
further action in any circumstances without notice or demand.


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<PAGE>

         13.6.    Payments Pro Rata.

         (a)      The Administrative Agent agrees that promptly after its
receipt of each payment from or on behalf of any Borrower in respect of any
Obligations of the Borrowers hereunder, it shall distribute such payment to the
holders of the Notes under both Agreements pro rata based upon their respective
shares, if any, of the Obligations with respect to which such payment was
received. Notwithstanding the foregoing, unless the Administrative Agent shall
have been notified by a Borrower at least one Business Day prior to the date on
which any payment is due to the Administrative Agent for the account of the
holders of the Notes hereunder that a Borrower does not intend to make such
payment, the Administrative Agent may assume that such Borrower has made such
payment to the Administrative Agent on such date and the Administrative Agent
may (in its sole discretion and without obligations to do so), in reliance upon
such assumption, distribute to each holder of such Notes its pro rata share of
such payment. If such payment has not in fact been made by a Borrower to the
Administrative Agent and the Administrative Agent has made a corresponding
amount of such payment available to each holder of such Notes, the
Administrative Agent shall be entitled to recover such corresponding amount from
such holder of the Notes on demand. The Administrative Agent shall also be
entitled to recover on demand from each holder of the Notes interest on such
corresponding amount in respect of each day from the date such corresponding
amount was distributed by the Administrative Agent to such holder of the Notes
until the date such corresponding amount is recovered by the Administrative
Agent, at a rate per annum equal to the cost to the Administrative Agent of
acquiring overnight funds.

         (b)      Each holder of the Notes under both Agreements agrees that, if
it should receive any amount under any Credit Agreement (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff or
banker's lien, by counterclaim or cross action, by the enforcement of any right
under the Loan Documents, or otherwise) which is applicable to the payment of
the principal of, or interest on, the Loans, of a sum which with respect to the
related sum or sums received by other holders of the Notes under both Agreements
is in a greater proportion than the total amount of such Obligation then owed
and due to such holder bears to the total amount of such Obligation then owed
and due to all holders of the Notes under both Agreements immediately prior to
such receipt, then the holder receiving such excess payment shall purchase for
cash without recourse or warranty from the other holders of the Notes an
interest in the Obligations of the Borrowers to such holders of the Notes in
such amount as shall result in a proportional participation by all the holders
of the Notes in such amount; provided, that if all or any portion of such excess
amount is thereafter recovered from such holder, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.


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<PAGE>

         13.7.    Calculations, Computations.

         (a)      The financial statements to be furnished to the Lenders
pursuant hereto shall be made and prepared in accordance with Chilean GAAP
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by Enersis to the Lenders);
provided that such financial statements shall also be accompanied by convenience
translations pursuant to which all Peso amounts will be converted into Dollars
both (i) using the Observed Dollar Rate as in effect on the last day of the
respective fiscal quarter or year of Enersis, as the case may be, and (ii) on
the basis provided in Section 13.7(b). The Borrowers shall deliver to the
Lenders at the same time as the delivery of any quarterly or annual financial
statements required pursuant to Section 8.4(a) and 8.4(b) hereof, as applicable,
(x) a description in reasonable detail of any material variation between the
application of Chilean GAAP employed in the preparation of such statements and
the application of Chilean GAAP employed in the preparation of the next
preceding quarterly or annual financial statements, as applicable, and (y)
reasonable estimates of the differences between such statements arising as a
consequence thereof. If, within 30 days after the delivery of the quarterly or
annual financial statements referred to in the immediately preceding sentence,
the Required Lenders shall object in writing to the Borrowers' determining
compliance hereunder on the basis of such variation in Chilean GAAP,
calculations for the purposes of determining compliance hereunder shall be made
on a basis consistent with those used in the preparation of the latest financial
statements as to which no such notification or objection shall have been made,
until either (1) such notification or objection is withdrawn or (2) if requested
by the Borrowers, the Required Lenders will negotiate in good faith to amend the
covenants herein to give effect to the changes in Chilean GAAP in a manner
consistent with these Agreements.

         (b)      Notwithstanding anything to the contrary contained in clause
(a) of this Section 13.7, (i) for purposes of determining compliance with any
financial covenant or a restriction stated in Dollars in these Agreements, the
Dollar equivalent amount of any amounts (x) in Pesos shall be converted on the
basis of the Observed Dollar Rate and (y) in any foreign currency other than
Pesos shall be converted on the basis of the Noon Buying Rate, in each case as
in effect on the date of determination and (iii) except as otherwise
specifically provided herein, all computations determining compliance with
Sections 8, 9 and 10 shall utilize accounting principles and policies in
conformity with those used to prepare the historical financial statements
delivered to the Lenders but shall be made in accordance with the requirements
of this Section 13.7(b).

         (c)      All computations of interest and Fees on the Loans hereunder
shall be made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest and Fees are payable.


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<PAGE>

         13.8.    Governing Law; Submission to Jurisdiction; Venue.

         (a)      These Agreements and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the Law of
the State of New York. Any legal action or proceeding against a Borrower with
respect to these Agreements or any other Loan Document may be brought in the
courts of the State of New York sitting in the Borough of Manhattan, The City of
New York or of the United States for the Southern District of New York, and, by
execution and delivery of these Agreements, each of the Borrowers hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of such courts. Each Borrower
hereby further irrevocably waives any claim that any such courts lack personal
jurisdiction over it, and agrees not to plead or claim, in any legal action or
proceeding with respect to these Agreements or any of the other Loan Documents
brought in any of such courts, that such courts lack personal jurisdiction over
it. Each Borrower hereby irrevocably appoints CT Corporation System, with
offices on the Effective Date at 111 Eighth Avenue, New York, New York, 10011,
USA as its agent to receive, accept and acknowledge for and on its behalf, and
in respect of its property, service of any and all legal process, summons,
notices and documents which may be served in any such action or proceeding. If
for any reason such agent shall cease to be available to act as such, such
Borrower agrees promptly to designate a new agent satisfactory to the
Administrative Agent in the Borough of Manhattan, The City of New York to
receive, accept and acknowledge for and on its behalf, and in respect of its
property, service of any and all legal process, summons, notices and documents
which may be served in any such action or proceeding pursuant to the terms of
this Section 13.8(a). In the event that such Borrower shall fail to designate
such new agent, service of process in any such action or proceeding may be made
on the Borrower by the mailing of copies thereof by express or overnight mail or
overnight courier, postage prepaid, to the Borrower at its address set forth
opposite its signature below. To the fullest extent permitted by Law, each
Borrower hereby irrevocably waives any objection to such service of process and
further irrevocably waives and agrees not to plead or claim in any action or
proceeding commenced hereunder that service of process was in any way invalid or
ineffective. Nothing herein shall affect the right of any Lender or the holder
of any Note to serve process in any other manner permitted by applicable Law or
to commence legal proceedings or otherwise proceed against a Borrower in any
other jurisdiction.

         (b)      Each Borrower hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any actions or proceedings
arising out of or in connection with these Agreements or any other Loan Document
brought in the courts referred to in clause (a) above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

         (c)      Each Borrower hereby irrevocably waives, to the fullest extent
permitted by Law, all immunity (whether on the basis of sovereignty or
otherwise) from jurisdiction, attachment (both before and after judgment) and
execution to which it or its properties might otherwise be entitled in any legal
action or proceeding in the courts of Chile, of the State of New York, of the
United States or of any other country or jurisdiction, and agrees not to raise
or claim or cause to be pleaded any immunity at or in respect of any such
actions or proceedings.


                                       71
<PAGE>

         (d)      Each Borrower hereby irrevocably waives any right it may now
or hereafter have to claim or recover, in any action or proceeding arising out
of or in connection with these Agreements or any other Loan Document, any
indirect, special, exemplary, punitive or consequential damages or any damages
other than, or in addition to, actual direct damages. This Section 13.8 is a
material inducement for the Administrative Agent, the Mandated Lead Arrangers
and Bookrunners, the Collateral Agent and each Lender to enter into these
Agreements and to make the Loans.

         13.9.    Obligation to Make Payments in Dollars. The Borrowers'
obligations to make payments in Dollars of the principal and interest on the
Notes and any other amounts due hereunder or under any other Loan Document shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment, which is expressed in or converted into any currency other than
Dollars, except to the extent such tender or recovery shall result in the actual
receipt by the Administrative Agent at its Office on behalf of the Lenders or
the holders of the Notes of the full amount of Dollars expressed to be payable
in respect of the principal and interest and all other amounts due hereunder or
under any other Loan Document. The obligation of the Borrowers to make payments
in Dollars as aforesaid shall be enforceable as an alternative or additional
cause of action for the purpose of recovery in Dollars of the amount, if any, by
which such actual receipt shall fall short of the full amount of Dollars
expressed to be payable in respect of the principal of and interest on the Notes
and any other amounts due hereunder or under any other Loan Document, and shall
not be affected by judgment being obtained for any other sums due under these
Agreements or under any other Loan Document.

         13.10.   Counterparts. These Agreements may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrowers and the Administrative Agent.

         13.11.   Effectiveness. These Agreements shall become effective on the
date (the "Effective Date") on which the Administrative Agent shall have
received at its Office executed copies of these Agreements from each of the
Lenders and the Borrowers (whether the same or different copies).

         13.12.   Headings Descriptive. The headings of the several sections and
subsections of these Agreements are inserted for convenience only and shall not
in any way affect the meaning or construction of any provision of these
Agreements.


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<PAGE>

         13.13.   Amendment or Waiver. Neither these Agreements nor any other
Loan Document nor any terms hereof or thereof may be changed, waived, discharged
or terminated unless such change, waiver, discharge or termination is in writing
signed (or, in the case of any Loan Documents executed by the Administrative
Agent or the Collateral Agent for the benefit of the Lenders, consented to) by
the Required Lenders; provided, however, that no such change, waiver, discharge
or termination shall, without the consent of each holder of the Notes under both
Agreements, (i) extend any Principal Payment Date, or reduce the rate or extend
the time of payment of interest or Fees on any Loan or Note, or reduce the
principal amount thereof, or increase the Commitment of any Lender (it being
understood that a waiver of any Default or Event of Default or of a mandatory
termination of the Commitment shall not constitute a change in the terms of any
Commitment of any Lender), (ii) amend, modify or waive any provision of the
Endesa Internacional Support Agreement, the Elesur Intercreditor Agreement, the
Amended and Restated Elesur Intercreditor Agreement or any Intercreditor
Agreement or Additional Endesa Internacional Support Agreement executed and
delivered from time to time pursuant to the terms hereof (other than amendments
or modifications of a ministerial nature or intended to correct a manifest
error), (iii) amend, modify or waive any provision of this Section 13.13 or
Sections 5.1, 5.3(d), 6, 12.6, 13.1, 13.2, 13.4(a), 13.6 or 13.7(c), (iv) reduce
the percentage specified in the definition of Required Lenders, (v) release any
Collateral except as expressly contemplated herein or in the Security Documents,
or (vi) consent to the assignment or transfer by a Borrower of any of its rights
and obligations under its Agreement; provided further, that no such change,
waiver, discharge or termination shall, without the consent of the
Administrative Agent or the Collateral Agent, as the case may be, amend, modify
or waive any provision of Section 12 as it applies to the Administrative Agent
or the Collateral Agent, as the case may be, or any other provision as it
relates to the rights or obligations of the Administrative Agent or the
Collateral Agent, as the case may be.

         13.14.   Survival. All indemnities set forth herein, including, without
limitation, in Sections 2.8, 2.9, 5.5, 12.6, 13.1, 13.9 and 13.18, shall survive
the execution and delivery of these Agreements and the Notes and the making,
assignment and repayment of the Loans.

         13.15.   Domicile of Loans; Regulation D. Each Lender may transfer and
carry any Loan at, to or for the account of any office, Subsidiary or Affiliate
of such Lender. Certain of the Refinanced Debt was, and certain of the Loans
will be, "IBF loans" within the meaning of Regulation D, and therefore the
proceeds of the Refinanced Debt and the Loans can be used by the relevant
Borrower only to finance operations outside of the United States as specified in
Section 204.8(a)(3)(vi) of Regulation D.

         13.16.   Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDERS,
THE DOCUMENTATION AGENT, THE SYNDICATION AGENT, THE MANDATED LEAD ARRANGERS AND
BOOKRUNNERS, THE COLLATERAL AGENT AND THE BORROWERS EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW THE
RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH
THESE AGREEMENTS, THE NOTES ISSUED PURSUANT TO THESE AGREEMENTS, OR ANY OTHER
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE
DOCUMENTATION AGENT, THE SYNDICATION AGENT, THE MANDATED LEAD ARRANGERS AND
BOOKRUNNERS, THE COLLATERAL AGENT AND EACH LENDER TO ENTER INTO THESE AGREEMENTS
AND TO MAKE THE LOANS.



                                       73
<PAGE>

         13.17.   The Mandated Lead Arrangers and Bookrunners; Documentation
Agent and Syndication Agent. The Mandated Lead Arrangers and Bookrunners, in
such capacity, shall have no rights or obligations under these Agreements other
than the rights set forth in Sections 4.1 and 13. Each of the Documentation
Agent and Syndication Agent, in such capacity, shall have no rights or
obligations under these Agreements other than the rights set forth in Section
13.

         13.18.   Register. Each Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this Section 13.18, to
maintain a register (the "Register") on which it will record the Loans made by
each of the Lenders and each repayment in respect of the principal amount of the
Loans of each Lender. Failure to make any such recordation, or any error in such
recordation, however, shall not affect a Borrower's obligations in respect of
such Loans. Any transfer of any Loan made pursuant hereto, and the rights to the
principal of and interest on such Loan, shall not be effective until such
transfer is recorded on the Register and, prior to such recordation, all amounts
owing to the transferor with respect to such Loan shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Loan shall be recorded by the Administrative Agent on the Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 13.4, which acceptance
shall not be unreasonably withheld and shall be deemed to have been given if not
expressly refused within 14 calendar days after receipt by the Administrative
Agent. Coincident with the delivery of such Assignment and Assumption Agreement
to the Administrative Agent for acceptance and registration of assignment or
transfer of all or part of a Loan, or as soon thereafter as practicable, the
assignor or transferor shall surrender the Note evidencing such Loan, and
thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the assignor or transferor and/or the assignees or transferees. The
Borrowers agree to indemnify the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.18, provided, however, that the
Borrowers shall not be liable for any such losses, claims, damages and
liabilities to the extent such losses, claims, damages and liabilities result
from the Administrative Agent's or the Collateral Agent's gross negligence or
willful misconduct.

         13.19.   Confidentiality. Each of the Lenders, the Administrative
Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and
the Mandated Lead Arrangers and Bookrunners agrees (on behalf of itself and each
of its Affiliates, directors, officers, employees, representatives, partners,
members and shareholders) to keep confidential, in accordance with its customary
procedures of handling confidential information of the same nature and in
accordance with safe and sound banking practices, any non-public information
supplied to it by Enersis or any of its Subsidiaries pursuant to these
Agreements; provided, however, that nothing herein shall limit the disclosure of
any such information (i) to the extent required by Law, (ii) to counsel for the
Administrative Agent, the Collateral Agent, the Documentation Agent, the
Syndication Agent, the Mandated Lead Arrangers and Bookrunners or any Lender so
long as such counsel confirms to such Person that it shall keep the non-public
information confidential in accordance with these provisions, (iii) to bank
examiners, auditors or accountants or to any other regulatory agency or body
with proper authority (including non-governmental regulatory agencies or bodies
and self-regulatory agencies), (iv) to the Lenders, the Collateral Agent, the
Documentation Agent, the Syndication Agent, the Administrative Agent or the
Mandated Lead Arrangers and Bookrunners, (v) if disclosure of such information
is, in the opinion of counsel for any of the Lenders, the Collateral Agent, the
Administrative Agent, the Documentation Agent, the Syndication Agent, or the
Mandated Lead Arrangers and Bookrunners, necessary or advisable in connection
with any action, claim, suit or proceeding, directly or indirectly, involving or
potentially involving the Lenders, the Collateral Agent, the Documentation
Agent, the Syndication Agent, the Mandated Lead Arrangers and Bookrunners or the
Administrative Agent and arising out of, based upon, relating to or involving
these Agreements or any other Loan Document, or any transactions contemplated
herein or arising hereunder, (vi) to a Subsidiary or Affiliate of any Lender or
the Administrative Agent in connection with a transfer permitted by Section
13.4, (vii) to any assignee, participant or swap counterparty (or prospective
assignee, participant or swap counterparty) so long as the Person making such
assignment, selling such participation or entering into such swap transaction
shall procure that such assignee, participant or swap counterparty (or
prospective assignee, participant or swap counterparty) first executes and
delivers to the Person making such assignment, selling such participation or
entering into such swap transaction, as the case may be, an acknowledgment to
the effect that it is bound by the provisions of this Section 13.19, or (viii)
to any credit rating agency that rates the financial condition of the Lender or
the claims paying ability of any Lender or the financial condition of the
Borrowers; provided further, that in no event shall any Mandated Lead Arranger
and Bookrunner, any Lender, the Documentation Agent, the Syndication Agent, the
Collateral Agent or the Administrative Agent be obligated or required to return
any materials furnished by Enersis or any of its Subsidiaries. The obligations
of any assignee that has executed an acknowledgment pursuant to this Section
13.19 shall be superseded by this Section 13.19 upon the date of assignment.


                                       74
<PAGE>

         Notwithstanding anything herein to the contrary, except as reasonably
necessary to comply with applicable securities laws, each of the Lenders, the
Administrative Agent, the Collateral Agent, the Documentation Agent, the
Syndication Agent, and the Mandated Lead Arrangers and Bookrunners (and each
employee, representative or other agent of such Lenders, Administrative Agent,
Collateral Agent, or Mandated Lead Arranger and Bookrunner) may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated in the Loan Documents and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Lenders, the Administrative Agent, Collateral Agent, the
Documentation Agent, the Syndication Agent, or Mandated Lead Arrangers and
Bookrunners relating to such tax treatment and tax structure. For this purpose,
"tax structure" means any facts relevant to the federal income tax treatment of
the transactions contemplated in the Loan Documents but does not include
information relating to the identity of the Borrowers.

         13.20.   Severability. Any provision of these Agreements which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective and severable from the rest f these Agreements to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.



                                       75
<PAGE>

                                                                      Schedule D

                         SUBSIDIARY                                OWNERSHIP (%)
                         ----------                                -------------
Relevant Subsidiary
-------------------
Companhia de Eletricidade do Rio de Janeiro (CERJ)                    58.16
Chilectra S.A.                                                        98.24
Empresa Nacional de Electricidad S.A. (Endesa-Chile)                  59.98

Chilean Subsidiary
------------------
Aguas Santiago Poniente (Ex Barranca)                                 55.00
Chilectra S.A.                                                        98.24
Compania Americana de Multiservicios Ltda.                             100
Construcciones y Proyecto Los Maitenes                                55.00
Empresa Electrica de Colina Ltda.                                     98.24
Inmobiliaria Manso de Velasco Ltda.                                    100
Luz Andes Ltda.                                                       98.24
Sociedad Agricola de Cameros Ltda.                                    57.50
Sociedad Agricola Pastos Verdes Ltda.                                 55.00
Synapsis Soluciones y Servicios IT Ltda.                              99.99

Foreign Subsidiaries
--------------------
CAM Argentina                                                          100
CAM Brasil                                                             100
CAM Colombia                                                           100
CAM Peru                                                               100
Companhia de Eletricidade do Rio de Janeiro (CERJ)                    58.16
CERJ Overseas Inc.                                                    58.16
Chilectra Internacional                                               98.24
CODENSA                                                               48.48
Companhia Energetica do Ceara (COELCE)                                56.59
Compania Peruana de Electricidad                                      50.10
Distrilec Inversora                                                   51.50
EDELNOR S.A.                                                            60
Empresa Distribuidora Sur S.A. (EDESUR)                               65.09
Enersis Internacional                                                  100
Inversiones Distrilima (EDELNOR) S.A.                                 54.54
Investluz (COELCE) S.A.                                               47.02
Luz de Bogota (CODENSA) S.A.                                          44.66
Luz de Panama                                                         47.02
Luz de Rio                                                            99.00
Synapsis Argentina                                                     100
Synapsis Brasil                                                        100
Synapsis Colombia                                                      100
Synapsis Peru                                                          100


<PAGE>

                                                                      Schedule H
                                                                      ----------


                            Contractual Restrictions
                            ------------------------

<TABLE>
<CAPTION>
         Enersis                                                                                                       Outstanding
        Subsidiary               Country       Lender / Type              Start Date               Maturity Date          Debt
        ----------               -------       -------------              ----------               -------------          ----
<S>                              <C>         <C>                     <C>                      <C>                     <C>
Empresa de Distribucion                                               Various issuances        Various between
Electrica de Lima Norte S.A.A.                                        between July 6, 2001     January 24, 2004 and
-  Edelnor                        Peru        Local Bonds             and April 26, 2002       April 26, -07           250,000,000

Empresa de Distribucion
Electrica de Lima Norte S.A.A.
-  Edelnor                        Peru        Commercial Paper        August 13, 2002          August 8, 2003           25,000,000





Cerj                              Brazil      Citibank                February 13, 2003        August 13, 2004          60,580,000

<CAPTION>

         Enersis                     Currency         Outstanding                                                 Location In
        Subsidiary                 Denomination      Debt In U.S.$        Restrictions / Observations              Contract
        ----------                 ------------      -------------        ---------------------------              --------
<S>                              <C>                  <C>              <C>                                  <C>
Empresa de Distribucion                                                 Dividend distribution
Electrica de Lima Norte S.A.A.                                          is prohibited in case of
-  Edelnor                        Peruvian Soles       71,346,154       Default thereunder                   Clause 7.1, page 18

Empresa de Distribucion                                                 Dividend distribution
Electrica de Lima Norte S.A.A.                                          is prohibited in case of
-  Edelnor                        Peruvian Soles        7,180,000       Default thereunder                   Clause 6.1, page 18

                                                                        Dividend distributions, capital
                                                                        reductions, inter-company
                                                                        interest and amortization of
                                                                        principal are prohibited while
Cerj                              Brazilian Reais      17,161,473       the operation is outstanding.        Clause 4.1.16, page 4
</TABLE>

<PAGE>

                                                                      Schedule I
                                                                      ----------


                           Financial Covenant Ratios
                           -------------------------

<TABLE>
<CAPTION>
                                                   2003        2004        2005       2006        2007        2008
<S>                                              <C>         <C>         <C>         <C>        <C>         <C>
Section 9.1 (Debt to Adjusted Operating
     Cash Flow)
         First quarter......................        --        11.15x      9.25x       6.00x      5.50x       4.50x
         Second quarter.....................      11.40x      10.50x      9.00x       6.00x      5.00x       4.50x
         Third quarter......................      11.40x      10.00x      6.25x       6.00x      4.75x        --
         Fourth quarter.....................      11.40x       9.50x      6.00x       6.00x      4.50x        --
Section 9.2 (Debt to EBITDA)
         First quarter......................        --         6.50x      6.00x       5.00x      4.00x       3.50x
         Second quarter.....................       6.50x       6.25x      5.75x       4.75x      3.75x       3.50x
         Third quarter......................       6.50x       6.25x      5.25x       4.50x      3.50x        --
         Fourth quarter.....................       6.50x       6.00x      5.00x       4.00x      3.50x        --
Section 9.3 (Adjusted Operating Cash
     Flow to Interest Expense)
         Four consecutive quarters prior
             to first quarter...............        --         1.25x      1.25x       1.85x      1.85x       2.00x
         Four consecutive quarters prior
             to second quarter..............       1.25x       1.25x      1.25x       1.85x      1.85x       2.00x
         Four consecutive quarters prior
             to third quarter...............       1.25x       1.25x      1.85x       1.85x      1.85x        --
         Four consecutive quarters prior
             to fourth quarter..............       1.25x       1.25x      1.85x       1.85x      2.00x        --
Section 9.4 (Adjusted Consolidated
     Leverage Test)
              First quarter.................        --        85.00%     80.00%      65.00%     60.00%      60.00%
              Second quarter................      85.00%      85.00%     77.50%      65.00%     60.00%      60.00%
              Third quarter.................      85.00%      82.50%     65.00%      62.50%     60.00%        --
              Fourth quarter................      85.00%      80.00%     65.00%      60.00%     60.00%        --
</TABLE>

<PAGE>

                                                                       EXHIBIT Q
                                                                       ---------


                     ENDESA INTERNACIONAL SUPPORT AGREEMENT


         This SUPPORT AGREEMENT dated as of May 15, 2003 (this "Agreement")
between Endesa Internacional S.A., a corporation (sociedad anonima) duly
organized and validly existing under the Law of Spain ("Endesa Internacional"),
and Dresdner Bank Luxembourg S.A., as Administrative Agent for the benefit of
the Lenders under the Credit Agreements referred to below (the "Administrative
Agent").

         WHEREAS, this Agreement is being entered into in connection with (i)
the Credit Agreement, dated as of May 12, 2003 (as modified, amended or
supplemented from time to time, the "Enersis Credit Agreement"), by and among
ENERSIS S.A., a corporation (sociedad anonima) duly organized and validly
existing under the Law of Chile ("Enersis"), as borrower, the Lenders named
therein, the Administrative Agent, Banco Santander-Chile, as collateral agent,
and certain other parties, (ii) the Credit Agreement, dated as of May 12, 2003
(as modified, amended or supplemented from time to time, the "Enersis Cayman
Credit Agreement", together with the Enersis Credit Agreement, the "Credit
Agreements"), by and among Enersis, acting through its Cayman Islands Branch
("Enersis Cayman"), as borrower, the Lenders named therein, the Administrative
Agent, Banco Santander-Chile, as collateral agent, and certain other parties,
and (iii) the Elesur Intercreditor Agreement, dated as of May 15th, 2003 (as
modified, amended or supplemented from time to time (including without
limitation any such amendment as may be required by July 31, 2003 in accordance
with the Credit Agreements), the "Elesur Intercreditor Agreement") by and among
Elesur S.A., a corporation (sociedad anonima) duly organized and validly
existing under the Law of Chile (the "Company") and the Administrative Agent for
the benefit of the Lenders under the Credit Agreements;

         WHEREAS, the Company has provided a loan to Enersis in an aggregate
principal amount of UF58,700,000 (as modified, amended or supplemented from time
to time, the "Company Loans");

         WHEREAS, the Company has entered into the Elesur Intercreditor
Agreement to provide certain rights to, and evidence other agreements with, the
Administrative Agent and the Lenders with respect to the Company Loans;

         WHEREAS, as a condition to extending loans to Enersis and Enersis
Cayman pursuant to the Credit Agreements, the Lenders have required that Endesa
Internacional agree to provide a guarantee of all payment obligations of the
Company under the Elesur Intercreditor Agreement;

         WHEREAS, Endesa Internacional directly owns substantially all of the
shares of stock of the Company, and the Company is a significant shareholder of
Enersis, and Endesa Internacional, the Company, Enersis and Enersis Cayman are
members of the same consolidated group of companies and are engaged in related
businesses, and Endesa Internacional will receive adequate consideration for the
guarantee provided by Endesa Internacional herein and is thus willing to
guarantee the payment obligations of the Company under the Elesur Intercreditor
Agreement.

<PAGE>

         NOW, THEREFORE, based upon the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         Section 1. Definitions. Unless otherwise defined herein, terms defined
in the Credit Agreements are used herein as defined therein. In addition, the
following terms shall have the meanings set forth below:

         "Endesa Internacional Material Adverse Effect" shall mean any material
adverse effect on (i) the business, operations, property, assets or condition
(financial or otherwise) or prospects of Endesa Internacional, (ii) the ability
of Endesa Internacional to perform its obligations under this Agreement, (iii)
the legality, validity, binding effect or enforceability of any material
provision of this Agreement, or (iv) the rights and remedies of any of the
Administrative Agent and the Lenders under this Agreement.

         "Guaranteed Obligations" shall have the meaning provided in Section
2.01.

         Section 2. The Guarantee.

         2.01.    The Guarantee. (a) Endesa Internacional hereby irrevocably and
unconditionally guarantees (as primary obligor and not merely as surety) the
prompt payment in full when due of all obligations, liabilities and other
amounts now or hereafter payable or becoming payable to the Lenders and the
Administrative Agent under the Elesur Intercreditor Agreement (the "Guaranteed
Obligations"). Endesa Internacional hereby further agrees that if the Company
shall fail to pay in full when due any of the Guaranteed Obligations, Endesa
Internacional will promptly pay the same without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal
of any of the Guaranteed Obligations, the same will be promptly paid in full
when due in accordance with the terms of such extension or renewal. This
Agreement is a continuing guaranty and is a guaranty of payment and is not
merely a guaranty of collection and shall apply to all Guaranteed Obligations
whenever arising.

         (b)      For the avoidance of doubt and for purposes of the Law of
Spain, the guarantee provided by Endesa Internacional herein shall be deemed to
be a first demand guarantee (garantia a primera demanda) independent and
autonomous from the Guaranteed Obligations. Endesa Internacional irrevocably and
unconditionally waives any right to use any defenses arising from or relating to
the Guaranteed Obligations and any benefits pertaining to guarantors (fiadores)
under the Law of Spain.

         2.02.    Acknowledgments, Waivers and Consents. Endesa Internacional
agrees that the obligations of Endesa Internacional under Section 2.01 shall, to
the fullest extent permitted by applicable Law, be primary, absolute,
irrevocable and unconditional under any and all circumstances and that the
guarantee therein is made with respect to any Guaranteed Obligations now
existing or in the future arising. Without limiting the foregoing, Endesa
Internacional agrees that:

         (a)      The occurrence of any one or more of the following shall not
affect the enforceability or effectiveness of this Agreement in accordance with
its terms or affect, limit, reduce, discharge or terminate the liability of
Endesa Internacional, or the rights, remedies, powers and privileges of the
Administrative Agent or any Lender under this Agreement:

                  (i)      any modification or amendment (including without
         limitation by way of amendment, extension, renewal or waiver), or any
         acceleration or other change in the time for payment or performance of
         the terms of all or any part of the Guaranteed Obligations or the
         Elesur Intercreditor Agreement, or any other agreement or instrument
         whatsoever relating thereto;

                  (ii)     any release, termination, waiver, abandonment, lapse
         or expiration, subordination or enforcement of any other guarantee of,
         or liability with respect to, all or any part of the Guaranteed
         Obligations (other than the termination of the Elesur Intercreditor
         Agreement in accordance with its terms);

                  (iii)    any settlement, compromise, release, liquidation or
         enforcement, on such terms and in such manner as the Administrative
         Agent may determine or as applicable Law may dictate, of all or any
         part of the Guaranteed Obligations;

                  (iv)     the giving of any consent to the merger or
         consolidation of, the sale of substantial assets by, or other
         restructuring or termination of the corporate existence of the Company
         or any other Person or any disposition of any shares of Endesa
         Internacional;

                  (v)      any proceeding against the Company or any collateral
         securing the same provided by any other Person or the exercise of any
         rights, remedies, powers and privileges of the Lenders or the
         Administrative Agent under the Elesur Intercreditor Agreement or
         otherwise in such order and such manner as the Administrative Agent may
         determine, regardless of whether the Lenders or the Administrative
         Agent shall have proceeded against or exhausted any collateral, right,
         remedy, power or privilege (including under any other guarantee of all
         or any part of the Guaranteed Obligations) before proceeding to call
         upon or otherwise enforce this Agreement;

                  (vi)     the entering into such other transactions or business
         dealings by the Administrative Agent or any Lender with the Company,
         any Subsidiary or Affiliate of the Company; or

                  (vii)    all or any combination of any of the actions set
         forth in this Section 2.02(a).

         (b)      The enforceability and effectiveness of this Agreement and the
liability of Endesa Internacional, and the rights, remedies, powers and
privileges of the Lenders and the Administrative Agent under this Agreement
shall not be affected, limited, reduced, discharged or terminated, and Endesa
Internacional hereby expressly waives to the fullest extent permitted by Law any
defense now or in the future arising, by reason of:

<PAGE>

                  (i)      the illegality, invalidity or unenforceability of all
         or any part of the Guaranteed Obligations, the Elesur Intercreditor
         Agreement or any other agreement or instrument whatsoever relating to
         all or any part of the Guaranteed Obligations;

                  (ii)     any disability or other defense with respect to all
         or any part of the Guaranteed Obligations, including the effect of any
         statute of limitations that may bar the enforcement of all or any part
         of the Guaranteed Obligations;

                  (iii)    the illegality, invalidity, unenforceability, taking,
         modification, impairment, enforcement or release of any security for or
         the lack of perfection or continuing perfection or failure of the
         priority of any Lien or security interest on any collateral for all or
         any part of the Guaranteed Obligations or the failure to protect or
         maintain any security, or any other act or omission with respect to any
         security or guarantee;

                  (iv)     the cessation, for any cause whatsoever, of the
         liability of the Company with respect to all or any part of the
         Guaranteed Obligations (other than by reason of the full payment of all
         Guaranteed Obligations, but subject to any reinstatement thereof if all
         or any part of the payment is rescinded or avoided or must otherwise be
         returned);

                  (v)      any failure of the Administrative Agent or any Lender
         to marshal assets in favor of the Company or any other Person, to
         exhaust any collateral for all or any part of the Guaranteed
         Obligations, to pursue or exhaust any right, remedy, power or privilege
         it may have against the Company or any other Person or to take any
         action whatsoever to mitigate or reduce such Person's liability with
         respect to the Guaranteed Obligations, the Lenders and the
         Administrative Agent being under no obligation to take any such action
         notwithstanding the fact that all or any part of the Guaranteed
         Obligations may be due and payable and that the Company may be in
         default of its obligations under the Elesur Intercreditor Agreement;

                  (vi)     any counterclaim, set-off or other claim which the
         Company has;

                  (vii)    any failure of the Administrative Agent or any Lender
         or any other Person to file or enforce a claim in any bankruptcy or
         other proceeding with respect to any Person;

                  (viii)   any bankruptcy, insolvency, reorganization,
         winding-up, dissolution or adjustment of debts, or appointment of a
         custodian, sindico, liquidator or similar officer, or similar
         proceedings commenced by or against any Person, including any discharge
         of, or bar or stay against collecting, all or any part of the
         Guaranteed Obligations (or any interest on all or any part of the
         Guaranteed Obligations) in or as a result of any such proceeding;

<PAGE>

                  (ix)     any Law of any jurisdiction, or any event, affecting
         any term of any Guaranteed Obligation or the rights of the
         Administrative Agent or any Lender with respect thereto, including
         without limitation: (A) the application of any such Law, including any
         prior approval, which would prevent the exchange of a currency other
         than Dollars for Dollars or the remittance of funds outside of such
         jurisdiction or the unavailability of Dollars in any legal exchange
         market in such jurisdiction in accordance with normal commercial
         practice; or (B) a declaration of a banking moratorium or any
         suspension of payments by banks in such jurisdiction or the imposition
         by such jurisdiction or any Governmental Agency thereof of any
         moratorium on, the required rescheduling or restructuring of, or
         required approval of payments on, any indebtedness in such
         jurisdiction; or (C) any expropriation, confiscation, nationalization
         or requisition by any country or any Governmental Agency that directly
         or indirectly deprives any Person in such country otherwise entitled
         thereto of any claim for payment under all or any part of the
         Guaranteed Obligations; or (D) any war (whether or not declared),
         insurrection, revolution, hostile act, civil strife or similar events
         occurring in such jurisdiction which has the same effect as the events
         described in clause (A) (B) or (C) above (in each of the cases
         contemplated in clauses (A) through (D) above, to the extent occurring
         or existing on or at any time after the date of this Agreement);

                  (x)      any action taken by the Administrative Agent or any
         Lender that is referred to in this Section 2.02 or otherwise in this
         Agreement or in any other provision of the Elesur Intercreditor
         Agreement or any omission to take any such action; or

                  (xi)     any right of Endesa Internacional of "division" (as
         defined in article 1837 of the Codigo Civil of Spain, as in effect on
         the date hereof).

         (c)      To the fullest extent permitted by Law, Endesa Internacional
expressly waives, for the benefit of the Lenders and the Administrative Agent,
all diligence, presentment, demand for payment or performance, notices of
nonpayment or nonperformance, protest, notices of protest, notices of dishonor
and all other notices or demands of any kind or nature whatsoever, and any
requirement that the Administrative Agent or any Lender exhaust any right, power
or remedy or proceed against the Company under the Elesur Intercreditor
Agreement or other agreement or instrument referred to herein or therein, or
against any other Person under any other guarantee of, or security for, any of
the Guaranteed Obligations, and all notices of acceptance of this Agreement, of
proof of reliance on this Agreement or of the existence, creation, incurring or
assumption of new or additional Guaranteed Obligations. Endesa Internacional
further expressly waives the benefit of any and all statutes of limitation and
of any Law that exonerates or limits the liability of guarantors or sureties,
and any defenses provided by these Laws, to the fullest extent permitted by
applicable Law.

         2.03.    Reinstatement. The obligations of Endesa Internacional under
this Section 2 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Company in respect of the
Guaranteed Obligations is rescinded or avoided or must otherwise be restored or
returned by any holder of any of the Guaranteed Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise.

         2.04.    Subrogation. Endesa Internacional hereby agrees that, until
all Guaranteed Obligations have been indefeasibly paid in full, it shall not
exercise any right or remedy arising by reason of any performance by it of its
guarantee in Section 2.01, whether by subrogation, reimbursement, contribution
or otherwise, against the Company or any security for any of the Guaranteed
Obligations.

<PAGE>

         2.05.    Payments. All payments made by Endesa Internacional under this
Agreement will be made without setoff, counterclaim or other defense. All such
payments will be made free and clear of, and without deduction or withholding
for, any present or future Taxes. If any Taxes are so levied or imposed, Endesa
Internacional agrees to pay the full amount of such Taxes and such additional
amounts as may be necessary so that every payment of all amounts due hereunder,
after withholding or deduction for or on account of any Taxes, will not be less
than the amount provided for herein. Endesa Internacional will furnish to the
Administrative Agent or any Lender, promptly following request thereof,
certified copies of tax receipts evidencing such payment by Endesa
Internacional. Endesa Internacional will indemnify and hold harmless the
Administrative Agent and each Lender, and reimburse the Administrative Agent and
each Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by the Administrative Agent or such Lender.

         Section 3. Representations and Warranties. Endesa Internacional hereby
represents and warrants to the Lenders and Administrative Agent that:

         3.01.    Corporate Status.

         (a)      Endesa Internacional (i) is a duly organized and validly
existing corporation (sociedad anonima) in good standing under the Law of Spain,
(ii) has the power and authority to own its property and assets and to transact
the business in which it is engaged, and (iii) is duly qualified as a foreign
corporation and in good standing in each jurisdiction where the ownership,
leasing or operation of property or the conduct of its business requires such
qualification and where the failure to be so qualified would have a Endesa
Internacional Material Adverse Effect.

         (b)      No meeting has been convened or is planned for the Winding-up
of Endesa Internacional, and, to the best knowledge of Endesa Internacional,
there is no petition, application or similar proceeding outstanding for the
Winding-up of Endesa Internacional.

         3.02.    Corporate Power and Authority. Endesa Internacional has the
power and authority to execute, deliver and perform the terms and provisions of
this Agreement and has taken all necessary corporate action to authorize the
execution, delivery and performance by it of this Agreement. Endesa
Internacional has duly executed and delivered this Agreement, and this Agreement
constitutes Endesa Internacional's legal, valid and binding obligations
enforceable in accordance with its terms.

         3.03.    No Violation. None of the execution, delivery or performance
of this Agreement by Endesa Internacional, or compliance by it with the terms
and provisions hereof or thereof (i) will contravene any provision of any Law or
any order, writ, injunction or decree of any court or Government Agency binding
on it, (ii) will conflict or be inconsistent with or result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default in
respect of, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon, any of the property or assets of Endesa
Internacional pursuant to the terms of, any indenture, mortgage, deed of trust,
credit agreement, loan agreement or any other agreement, contract or instrument
to which Endesa Internacional is a party or by which it or its properties or
assets is bound or to which it may be subject, except to the extent that such
conflicts, inconsistencies, defaults or Liens could not, in the aggregate,
reasonably be expected to have a Endesa Internacional Material Adverse Effect,
or (iii) will violate any provision of the estatutos sociales or other
constituent documents of Endesa Internacional.

<PAGE>

         3.04.    Governmental Approvals. No Governmental Approval is required
to authorize, or is otherwise required in connection with, (i) the execution,
delivery and performance by Endesa Internacional of this Agreement or (ii) the
legality, validity, binding effect or enforceability of this Agreement.

         3.05.    Ranking. The obligations of Endesa Internacional hereunder
rank at least pari passu in priority of payment with all other present and
future unsubordinated, unsecured obligations of Endesa Internacional resulting
from any Indebtedness of Endesa Internacional, other than obligations having
priority by operation of law (including, but not limited to, obligations in
relation to those whose claims (a) have been raised to escritura publica or
poliza intervenida in Spain, or (b) are preferred by paragraphs (1), (2), (3)
and (4) of Article 913 and Article 914 of the Spanish Commercial Code (Codigo de
Comercio) or the Estatuto de los Trabajadores and related legislation), which,
in any event, are not material to Endesa Internacional.

         3.06.    Litigation. There are no actions, suits, investigations or
proceedings, legal or administrative, pending or, to the best knowledge of
Endesa Internacional, threatened (i) with respect to this Agreement or (ii) that
are reasonably likely to have a Endesa Internacional Material Adverse Effect.

         3.07.    Withholding Taxes. To the best of our knowledge, payments
required to be made by Endesa Internacional under this Agreement are to be
characterized as payments of an indemnity. As of the date hereof, no withholding
or other taxes are required to be paid in respect of, or be deducted from, any
indemnity. In the event that payments to be made by Endesa Internacional under
this Agreement were characterized in a different way and withholding taxes were
to be imposed, Endesa Internacional is permitted under applicable Law to pay any
additional amounts payable under Section 2.05 as will result in receipt by the
Lenders of such amounts as would have been received by the Lenders had no
withholding been required.

         3.08.    Form of Documentation. This Agreement is in proper legal form
under the Law of New York and Spain for the enforcement thereof under such Law;
provided, however, that, as of the date hereof, in order for this Agreement to
be admissible in evidence in judicial proceedings in a Spanish court, this
Agreement would first have to be translated into the Spanish language, and if
any objection were raised about any such Spanish translation, this Agreement
would then have to be translated by a licensed public translator who certifies
as to the accuracy thereof (unless executed in Spanish by all the parties
thereto).

         3.09.    Foreign Exchange Regulations. As of the date hereof, there are
no foreign exchange restrictions in effect in Spain which would adversely affect
any payment to be made under this Agreement, and any actions to be taken in
order to make such payment in Dollars by its remittance at the Office of the
Administrative Agent have been taken or will be taken by Endesa Internacional.

<PAGE>

         3.10.    Ownership by Endesa Internacional. On the date hereof, Endesa
Internacional owns, beneficially, at least 99% of the issued and outstanding
shares of stock of the Company.

         3.11.    Solvency. After giving effect to this Agreement and the
incurrence of the Guaranteed Obligations, (a) the fair value of the property of
Endesa Internacional is greater than the total amount of its liabilities
(including without limitation contingent liabilities), (b) the present fair
saleable value of the property of Endesa Internacional is not less than the
amount that will be required to pay its probable liability on its debts as they
become absolute and matured, (c) Endesa Internacional does not intend to, and
does not believe that it will, incur debts or liabilities beyond its ability to
pay as such debts and liabilities mature and (d) Endesa Internacional is not
engaged in a business and is not about to engage in a business for which its
property would constitute unreasonably small capital.

         3.12.    Endesa Internacional's Credit Decision, Etc. Endesa
Internacional has, independently and without reliance on the Lenders or the
Administrative Agent and based on such documents and information as Endesa
Internacional has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Endesa Internacional has adequate means to obtain
from the Company on a continuing basis information concerning the financial
condition, operations and business of the Company, and Endesa Internacional is
not relying on the Lenders or the Administrative Agent to provide such
information now or in the future. Endesa Internacional acknowledges that it will
receive adequate consideration for the guarantee provided herein.

         3.13.    Investment Company Act. Endesa Internacional is not required
to register as an "investment company" within the meaning of, and pursuant to,
the Investment Company Act of 1940, as amended.

         Section 4. Covenants. Endesa Internacional covenants and agrees with
the Lenders and the Administrative Agent that, so long as the Elesur
Intercreditor Agreement is outstanding and until indefeasible payment in full of
all Guaranteed Obligations:

         4.01.    Compliance with Law; Authorizations. Endesa Internacional
shall comply in all material respects with all provisions of applicable Law and
regulations, except to the extent that any non-compliance could not reasonably
be expected to have a Endesa Internacional Material Adverse Effect, and obtain,
comply with the terms of and do all that is necessary to maintain in full force
and effect all authorizations, approvals, licenses and consents required in or
by the Law and regulations of Spain to enable Endesa Internacional lawfully to
enter into and perform its obligations under this Agreement or to ensure the
legality, validity, enforceability and admissibility in evidence (other than the
translation of this Agreement into Spanish referred to in Section 3.08) in Spain
of this Agreement.

         4.02.    Pari Passu Obligations. Endesa Internacional shall ensure that
its obligations hereunder at all times rank at least pari passu in priority of
payment with all other present and future senior unsubordinated, unsecured
obligations of Endesa Internacional resulting from any Indebtedness of Endesa
Internacional (other than Indebtedness having priority by operation of law as
set forth in Section 3.05).

<PAGE>

         Section 5. Miscellaneous.

         5.01.    Waiver. No failure or delay on the part of the Administrative
Agent or any Lender in exercising any right, power or privilege under this
Agreement and no course of dealing between Endesa Internacional and the
Administrative Agent or any Lender shall operate as a waiver of any such right,
power or privilege, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder. The rights,
powers and remedies herein expressly provided are cumulative and not exclusive
of any rights, powers and remedies which the Administrative Agent or any Lender
or the holder of any Note would otherwise have. No notice to or demand on Endesa
Internacional in any case shall entitle Endesa Internacional to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent or any Lender to any other or
further action in any circumstances without notice or demand.

         5.02.    Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing and
mailed (via express or overnight mail), delivered by hand or by overnight
courier or sent by facsimile: if to Endesa Internacional or the Administrative
Agent, at the address set forth opposite its name on the signature pages hereof;
if to any Lender, at its Lending Office; or, as to any party, at such other
address as shall be designated by such party in a written notice to the other
parties hereto. All such notices and communications shall, when mailed,
delivered or sent by facsimile be effective when deposited in the mails,
delivered personally or to any nationally recognized or overnight courier, as
the case may be, or sent by facsimile, except that notices and communications to
the Administrative Agent or the Lenders shall not be effective until received by
the Administrative Agent or the Lenders.

         5.03.    Amendments, Etc. Except as otherwise expressly provided
hereunder, neither this Agreement nor any terms hereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by Endesa Internacional and the Administrative Agent (acting
with the consent of the requisite Lenders as required by Section 13.13 of the
Credit Agreements).

         5.04.    Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and each holder of any of the
Guaranteed Obligations and their respective successors and assigns, provided,
however, that Endesa Internacional may not assign or transfer any of its rights,
obligations or interest under this Agreement without the prior written consent
of the Administrative Agent (which shall be granted only with the requisite
consent of the Lenders required under Section 13.13 of the Credit Agreements).

         5.05.    Captions. The captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

         5.06.    Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

<PAGE>

         5.07.    Governing Law. This Agreement shall be governed by and
construed in accordance with the Law of the State of New York.

         5.08.    Jurisdiction, Service of Process and Venue.

         (a)      Any legal action or proceeding against Endesa Internacional
with respect to this Agreement or the Guaranteed Obligations may be brought in
the courts of the State of New York sitting in the Borough of Manhattan, The
City of New York or of the United States for the Southern District of New York,
and, by execution and delivery of this Agreement, Endesa Internacional hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of such courts. Endesa
Internacional hereby further irrevocably waives any claim that any such courts
lack personal jurisdiction over it, and agrees not to plead or claim, in any
legal action or proceeding with respect to this Agreement or the Guaranteed
Obligations brought in any of such courts, that such courts lack personal
jurisdiction over it. Endesa Internacional hereby irrevocably appoints CT
Corporation System, with offices on the Effective Date at 111 Eighth Avenue, New
York, New York, 10011, USA as its agent to receive, accept and acknowledge for
and on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding. If for any reason such agent shall cease to be available to act
as such, Endesa Internacional agrees promptly to designate a new agent
satisfactory to the Administrative Agent in the Borough of Manhattan, The City
of New York to receive, accept and acknowledge for and on its behalf, and in
respect of its property, service of any and all legal process, summons, notices
and documents which may be served in any such action or proceeding pursuant to
the terms of this Section 5.08(a). In the event that Endesa Internacional shall
fail to designate a new agent, service of process in any such action or
proceeding may be made on Endesa Internacional by the mailing of copies thereof
by express or overnight mail or overnight courier, postage prepaid, to Endesa
Internacional at its address set forth opposite its signature below. To the
fullest extent permitted by Law, Endesa Internacional hereby irrevocably waives
any objection to such service of process and further irrevocably waives and
agrees not to plead or claim in any action or proceeding commenced hereunder
that service of process was in any way invalid or ineffective. Nothing herein
shall affect the right of the Administrative Agent or any Lender to serve
process in any other manner permitted by applicable Law or to commence legal
proceedings or otherwise proceed against Endesa Internacional in any other
jurisdiction (including, without limitation, the courts sitting in Spain).

         (b)      Endesa Internacional hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any actions or
proceedings arising out of or in connection with this Agreement or the
Guaranteed Obligations brought in the courts referred to in clause (a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

         5.09.    Waiver of Jury Trial. EACH PARTY HERETO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO. EACH PARTY HERETO ACKNOWLEDGES
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND
EACH LENDER TO ENTER INTO THE CREDIT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY.

<PAGE>

         5.10.    Waiver of Immunity. Endesa Internacional hereby irrevocably
waives, to the fullest extent permitted by Law, all immunity (whether on the
basis of sovereignty or otherwise) from jurisdiction, attachment (both before
and after judgment) and execution to which it or its properties might otherwise
be entitled in any legal action or proceeding in the courts of Spain, of the
State of New York, of the United States or of any other country or jurisdiction,
and agrees not to raise or claim or cause to be pleaded any immunity at or in
respect of any such actions or proceedings.

         5.11.    Use of English Language. This Agreement has been negotiated
and executed in the English language. All certificates, reports, notices and
other documents and communications given or delivered pursuant to this Agreement
(including, without limitation, any modifications or supplements hereto) shall
be in the English language, or accompanied by a certified English translation
thereof. In the case of any document originally issued in a language other than
English, the English language version of any such document shall for purposes of
this Agreement, and absent manifest error, control the meaning of the matters
set forth therein.

         5.12.    Set-Off. Subject to Section 13.6 of the Credit Agreements, in
addition to any rights and remedies of the Administrative Agent and Lenders
provided by Law, the Administrative Agent and each Lender shall have the right,
without presentment, demand, protest or other notice of any kind to Endesa
Internacional, any such notice being expressly waived by Endesa Internacional to
the extent permitted by applicable Law, upon any amount being due and unpaid by
Endesa Internacional hereunder (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise) to set off and appropriate and apply against
such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such Lender (including, without limitation, by branches
and agencies of the Administrative Agent or such Lender wherever located) to or
for the credit or the account of Endesa Internacional against and on account of
the Guaranteed Obligations of Endesa Internacional to the Administrative Agent
or such Lender under this Agreement, including, without limitation, all claims
of any nature or description arising out of or connected with this Agreement,
irrespective of whether or not the Administrative Agent or such Lender shall
have made any demand hereunder.

         5.13.    Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective and severable from the rest of this Agreement to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

<PAGE>

         5.14.    Administrative Agent. Each reference herein to any right
granted to, benefit conferred upon or power exercisable by the Administrative
Agent shall be a reference to the Administrative Agent for the benefit of the
Lenders under the Credit Agreements.

         5.15.    Indemnity. Endesa Internacional shall indemnify the
Administrative Agent and each Lender, and their respective officers, directors,
employees, representatives, partners, members, shareholders and agents from and
hold each of them harmless against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (other than Taxes which are governed by Section 2.05) incurred by
any of them as a result of, or arising out of, or in any way related to, or by
reason of, any investigation, litigation or other proceeding (whether or not the
Administrative Agent or any Lender is a party thereto) related to the
performance of this Agreement or the Elesur Intercreditor Agreement, including,
without limitation, the reasonable and documented fees and disbursements of
counsel incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses and disbursements,
to the extent incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified).

         5.16.    Term; Effectiveness. This Agreement shall have the same term
as the Elesur Intercreditor Agreement as set forth in Section 4.15 thereof.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.


26, rue du Marche-aux-Herbes, L-2097         Dresdner Bank Luxembourg S.A.,
Luxembourg                                   as Administrative Agent for the
Attention: Ms. Prellwitz/Ms. Mohnen,         benefit of the Lenders under the
   Agencies                                  Credit Agreements
Telephone:  352-4760-864/851
Facsimile:  352-4760-3222
                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


Ribera del Loira, 60                         ENDESA INTERNACIONAL S.A.
28042 Madrid, Spain
Attention: Mr. Luis Rivera
Telephone:  34-91-213-9970
Facsimile:  34-91-213-9967
                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

With a copy to:
Ribera del Loira, 60
28042 Madrid, Spain
Mr. Alfonso Arias
Telephone:  34-91-213-1810
Facsimile:  34-91-213-1870
                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

<PAGE>

                                                                       EXHIBIT S
                                                                       ---------


                ADDITIONAL ENDESA INTERNACIONAL SUPPORT AGREEMENT

         This SUPPORT AGREEMENT dated as of [___] [__], 200[_] (this
"Agreement") between Endesa Internacional S.A., a corporation (sociedad anonima)
duly organized and validly existing under the Law of Spain ("Endesa
Internacional"), and [_____________],1 as Administrative Agent for the benefit
of the Lenders under the Credit Agreements referred to below (the
"Administrative Agent").

         WHEREAS, this Agreement is being entered into in connection with (i)
the Credit Agreement, dated as of May 12, 2003 (as modified, amended or
supplemented from time to time, the "Enersis Credit Agreement"), by and among
ENERSIS S.A., a corporation (sociedad anonima) duly organized and validly
existing under the Law of Chile ("Enersis"), as borrower, the Lenders named
therein, the Administrative Agent, Banco Santander-Chile, as collateral agent,
and certain other parties, (ii) the Credit Agreement, dated as of May 12, 2003
(as modified, amended or supplemented from time to time, the "Enersis Cayman
Credit Agreement", together with the Enersis Credit Agreement, the "Credit
Agreements"), by and among Enersis, acting through its Cayman Islands Branch
("Enersis Cayman"), as borrower, the Lenders named therein, the Administrative
Agent, Banco Santander-Chile, as collateral agent, and certain other parties,
and (iii) the Intercreditor Agreement, dated as of [_____] [_], 200[_] (as
modified, amended or supplemented from time to time, the "Intercreditor
Agreement") by and among [________], a [_____] duly organized and validly
existing under the Law of [____] (the "Company") and the Administrative Agent
for the benefit of the Lenders under the Credit Agreements;

         WHEREAS, the Company will be providing a loan to Enersis [Cayman]2 in
an aggregate principal amount of U.S.$[_____] (as modified, amended or
supplemented from time to time, the "Company Loans");

         WHEREAS, in consideration for the Lenders agreeing to enter into the
Credit Agreements and as a condition to permitting the Company Loans to be
incurred by Enersis [Cayman], Enersis [Cayman] has agreed to request that the
Company enter into, and the Company has agreed to enter into, the Intercreditor
Agreement for the benefit of the Lenders; and

         WHEREAS, in consideration for the Lenders agreeing to enter into the
Credit Agreements and as an additional condition to permitting the Company Loans
to be incurred by Enersis [Cayman], Enersis [Cayman] also has agreed to request
that Endesa Internacional enter into, and Endesa Internacional has agreed to
enter into, this support agreement for the benefit of the Lenders.

----------
1        Insert name of the Administrative Agent at time of execution.

2        References should be to Enersis or Enersis Cayman throughout as
appropriate to reflect the borrower of the Company Loans.

<PAGE>

         NOW, THEREFORE, based upon the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         Section 6. Definitions. Unless otherwise defined herein, terms defined
in the Credit Agreements are used herein as defined therein. In addition, the
following terms shall have the meanings set forth below:

         "Endesa Internacional Material Adverse Effect" shall mean any material
adverse effect on (i) the business, operations, property, assets or condition
(financial or otherwise) or prospects of Endesa Internacional, (ii) the ability
of Endesa Internacional to perform its obligations under this Agreement, (iii)
the legality, validity, binding effect or enforceability of any material
provision of this Agreement, or (iv) the rights and remedies of any of the
Administrative Agent and the Lenders under this Agreement.

         "Guaranteed Obligations" shall have the meaning provided in Section
2.01.

         Section 7. The Guarantee.

         7.01.    The Guarantee. (a) Endesa Internacional hereby irrevocably and
unconditionally guarantees (as primary obligor and not merely as surety) the
prompt payment in full when due of all obligations, liabilities and other
amounts now or hereafter payable or becoming payable to the Lenders and the
Administrative Agent under the Intercreditor Agreement (the "Guaranteed
Obligations"). Endesa Internacional hereby further agrees that if the Company
shall fail to pay in full when due any of the Guaranteed Obligations, Endesa
Internacional will promptly pay the same without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal
of any of the Guaranteed Obligations, the same will be promptly paid in full
when due in accordance with the terms of such extension or renewal. This
Agreement is a continuing guaranty and is a guaranty of payment and is not
merely a guaranty of collection and shall apply to all Guaranteed Obligations
whenever arising.

         (b)      For the avoidance of doubt and for purposes of the Law of
Spain, the guarantee provided by Endesa Internacional herein shall be deemed to
be a first demand guarantee (garantia a primera demanda) independent and
autonomous from the Guaranteed Obligations. Endesa Internacional irrevocably and
unconditionally waives any right to use any defenses arising from or relating to
the Guaranteed Obligations and any benefits pertaining to guarantors (fiadores)
under the Law of Spain.

         7.02.    Acknowledgments, Waivers and Consents. Endesa Internacional
agrees that the obligations of Endesa Internacional under Section 2.01 shall, to
the fullest extent permitted by applicable Law, be primary, absolute,
irrevocable and unconditional under any and all circumstances and that the
guarantee therein is made with respect to any Guaranteed Obligations now
existing or in the future arising. Without limiting the foregoing, Endesa
Internacional agrees that:

<PAGE>

         (a)      The occurrence of any one or more of the following shall not
affect the enforceability or effectiveness of this Agreement in accordance with
its terms or affect, limit, reduce, discharge or terminate the liability of
Endesa Internacional, or the rights, remedies, powers and privileges of the
Administrative Agent or any Lender under this Agreement:

                  (i)      any modification or amendment (including without
                           limitation by way of amendment, extension, renewal or
                           waiver), or any acceleration or other change in the
                           time for payment or performance of the terms of all
                           or any part of the Guaranteed Obligations or the
                           Intercreditor Agreement, or any other agreement or
                           instrument whatsoever relating thereto;

                  (ii)     any release, termination, waiver, abandonment, lapse
                           or expiration, subordination or enforcement of any
                           other guarantee of, or liability with respect to, all
                           or any part of the Guaranteed Obligations (other than
                           the termination of the Intercreditor Agreement in
                           accordance with its terms);

                  (iii)    any settlement, compromise, release, liquidation or
                           enforcement, on such terms and in such manner as the
                           Administrative Agent may determine or as applicable
                           Law may dictate, of all or any part of the Guaranteed
                           Obligations;

                  (iv)     the giving of any consent to the merger or
                           consolidation of, the sale of substantial assets by,
                           or other restructuring or termination of the
                           corporate existence of the Company or any other
                           Person or any disposition of any shares of Endesa
                           Internacional;

                  (v)      any proceeding against the Company or any collateral
                           securing the same provided by any other Person or the
                           exercise of any rights, remedies, powers and
                           privileges of the Lenders or the Administrative Agent
                           under the Intercreditor Agreement or otherwise in
                           such order and such manner as the Administrative
                           Agent may determine, regardless of whether the
                           Lenders or the Administrative Agent shall have
                           proceeded against or exhausted any collateral, right,
                           remedy, power or privilege (including under any other
                           guarantee of all or any part of the Guaranteed
                           Obligations) before proceeding to call upon or
                           otherwise enforce this Agreement;

                  (vi)     the entering into such other transactions or business
                           dealings by the Administrative Agent or any Lender
                           with the Company, any Subsidiary or Affiliate of the
                           Company; or

                  (vii)    all or any combination of any of the actions set
                           forth in this Section 2.02(a).

         (b)      The enforceability and effectiveness of this Agreement and the
liability of Endesa Internacional, and the rights, remedies, powers and
privileges of the Lenders and the Administrative Agent under this Agreement
shall not be affected, limited, reduced, discharged or terminated, and Endesa
Internacional hereby expressly waives to the fullest extent permitted by Law any
defense now or in the future arising, by reason of:

<PAGE>

                  (i)      the illegality, invalidity or unenforceability of all
                           or any part of the Guaranteed Obligations, the
                           Intercreditor Agreement or any other agreement or
                           instrument whatsoever relating to all or any part of
                           the Guaranteed Obligations;

                  (ii)     any disability or other defense with respect to all
                           or any part of the Guaranteed Obligations, including
                           the effect of any statute of limitations that may bar
                           the enforcement of all or any part of the Guaranteed
                           Obligations;

                  (iii)    the illegality, invalidity, unenforceability, taking,
                           modification, impairment, enforcement or release of
                           any security for or the lack of perfection or
                           continuing perfection or failure of the priority of
                           any Lien or security interest on any collateral for
                           all or any part of the Guaranteed Obligations or the
                           failure to protect or maintain any security, or any
                           other act or omission with respect to any security or
                           guarantee;

                  (iv)     the cessation, for any cause whatsoever, of the
                           liability of the Company with respect to all or any
                           part of the Guaranteed Obligations (other than by
                           reason of the full payment of all Guaranteed
                           Obligations, but subject to any reinstatement thereof
                           if all or any part of the payment is rescinded or
                           avoided or must otherwise be returned);

                  (v)      any failure of the Administrative Agent or any Lender
                           to marshal assets in favor of the Company or any
                           other Person, to exhaust any collateral for all or
                           any part of the Guaranteed Obligations, to pursue or
                           exhaust any right, remedy, power or privilege it may
                           have against the Company or any other Person or to
                           take any action whatsoever to mitigate or reduce such
                           Person's liability with respect to the Guaranteed
                           Obligations, the Lenders and the Administrative Agent
                           being under no obligation to take any such action
                           notwithstanding the fact that all or any part of the
                           Guaranteed Obligations may be due and payable and
                           that the Company may be in default of its obligations
                           under the Intercreditor Agreement;

                  (vi)     any counterclaim, set-off or other claim which the
                           Company has;

                  (vii)    any failure of the Administrative Agent or any Lender
                           or any other Person to file or enforce a claim in any
                           bankruptcy or other proceeding with respect to any
                           Person;

                  (viii)   any bankruptcy, insolvency, reorganization,
                           winding-up, dissolution or adjustment of debts, or
                           appointment of a custodian, sindico, liquidator or
                           similar officer, or similar proceedings commenced by
                           or against any Person, including any discharge of, or
                           bar or stay against collecting, all or any part of
                           the Guaranteed Obligations (or any interest on all or
                           any part of the Guaranteed Obligations) in or as a
                           result of any such proceeding;

<PAGE>

                  (ix)     any Law of any jurisdiction, or any event, affecting
                           any term of any Guaranteed Obligation or the rights
                           of the Administrative Agent or any Lender with
                           respect thereto, including without limitation: (A)
                           the application of any such Law, including any prior
                           approval, which would prevent the exchange of a
                           currency other than Dollars for Dollars or the
                           remittance of funds outside of such jurisdiction or
                           the unavailability of Dollars in any legal exchange
                           market in such jurisdiction in accordance with normal
                           commercial practice; or (B) a declaration of a
                           banking moratorium or any suspension of payments by
                           banks in such jurisdiction or the imposition by such
                           jurisdiction or any Governmental Agency thereof of
                           any moratorium on, the required rescheduling or
                           restructuring of, or required approval of payments
                           on, any indebtedness in such jurisdiction; or (C) any
                           expropriation, confiscation, nationalization or
                           requisition by any country or any Governmental Agency
                           that directly or indirectly deprives any Person in
                           such country otherwise entitled thereto of any claim
                           for payment under all or any part of the Guaranteed
                           Obligations; or (D) any war (whether or not
                           declared), insurrection, revolution, hostile act,
                           civil strife or similar events occurring in such
                           jurisdiction which has the same effect as the events
                           described in clause (A) (B) or (C) above (in each of
                           the cases contemplated in clauses (A) through (D)
                           above, to the extent occurring or existing on or at
                           any time after the date of this Agreement);

                  (x)      any action taken by the Administrative Agent or any
                           Lender that is referred to in this Section 2.02 or
                           otherwise in this Agreement or in any other provision
                           of the Intercreditor Agreement or any omission to
                           take any such action; or (xi) any right of Endesa
                           Internacional of "division" (as defined in article
                           1837 of the Codigo Civil of Spain, as in effect on
                           the date hereof).

         (c)      To the fullest extent permitted by Law, Endesa Internacional
expressly waives, for the benefit of the Lenders and the Administrative Agent,
all diligence, presentment, demand for payment or performance, notices of
nonpayment or nonperformance, protest, notices of protest, notices of dishonor
and all other notices or demands of any kind or nature whatsoever, and any
requirement that the Administrative Agent or any Lender exhaust any right, power
or remedy or proceed against the Company under the Intercreditor Agreement or
other agreement or instrument referred to herein or therein, or against any
other Person under any other guarantee of, or security for, any of the
Guaranteed Obligations, and all notices of acceptance of this Agreement, of
proof of reliance on this Agreement or of the existence, creation, incurring or
assumption of new or additional Guaranteed Obligations. Endesa Internacional
further expressly waives the benefit of any and all statutes of limitation and
of any Law that exonerates or limits the liability of guarantors or sureties,
and any defenses provided by these Laws, to the fullest extent permitted by
applicable Law.

<PAGE>

         7.03.    Reinstatement. The obligations of Endesa Internacional under
this Section 2 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Company in respect of the
Guaranteed Obligations is rescinded or avoided or must otherwise be restored or
returned by any holder of any of the Guaranteed Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise.

         7.04.    Subrogation. Endesa Internacional hereby agrees that, until
all Guaranteed Obligations have been indefeasibly paid in full, it shall not
exercise any right or remedy arising by reason of any performance by it of its
guarantee in Section 2.01, whether by subrogation, reimbursement, contribution
or otherwise, against the Company or any security for any of the Guaranteed
Obligations.

         7.05.    Payments. All payments made by Endesa Internacional under this
Agreement will be made without setoff, counterclaim or other defense. All such
payments will be made free and clear of, and without deduction or withholding
for, any present or future Taxes. If any Taxes are so levied or imposed, Endesa
Internacional agrees to pay the full amount of such Taxes and such additional
amounts as may be necessary so that every payment of all amounts due hereunder,
after withholding or deduction for or on account of any Taxes, will not be less
than the amount provided for herein. Endesa Internacional will furnish to the
Administrative Agent or any Lender, promptly following request thereof,
certified copies of tax receipts evidencing such payment by Endesa
Internacional. Endesa Internacional will indemnify and hold harmless the
Administrative Agent and each Lender, and reimburse the Administrative Agent and
each Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by the Administrative Agent or such Lender.

         Section 8. Representations and Warranties. Endesa Internacional hereby
represents and warrants to the Lenders and Administrative Agent that:

         8.01.    Corporate Status.

         (a)      Endesa Internacional (i) is a duly organized and validly
existing corporation (sociedad anonima) in good standing under the Law of Spain,
(ii) has the power and authority to own its property and assets and to transact
the business in which it is engaged, and (iii) is duly qualified as a foreign
corporation and in good standing in each jurisdiction where the ownership,
leasing or operation of property or the conduct of its business requires such
qualification and where the failure to be so qualified would have a Endesa
Internacional Material Adverse Effect.

         (b)      No meeting has been convened or is planned for the Winding-up
of Endesa Internacional, and, to the best knowledge of Endesa Internacional,
there is no petition, application or similar proceeding outstanding for the
Winding-up of Endesa Internacional.

<PAGE>

         8.02.    Corporate Power and Authority. Endesa Internacional has the
power and authority to execute, deliver and perform the terms and provisions of
this Agreement and has taken all necessary corporate action to authorize the
execution, delivery and performance by it of this Agreement. Endesa
Internacional has duly executed and delivered this Agreement, and this Agreement
constitutes Endesa Internacional's legal, valid and binding obligations
enforceable in accordance with its terms.

         8.03.    No Violation. None of the execution, delivery or performance
of this Agreement by Endesa Internacional, or compliance by it with the terms
and provisions hereof or thereof (i) will contravene any provision of any Law or
any order, writ, injunction or decree of any court or Government Agency binding
on it, (ii) will conflict or be inconsistent with or result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default in
respect of, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon, any of the property or assets of Endesa
Internacional pursuant to the terms of, any indenture, mortgage, deed of trust,
credit agreement, loan agreement or any other agreement, contract or instrument
to which Endesa Internacional is a party or by which it or its properties or
assets is bound or to which it may be subject, except to the extent that such
conflicts, inconsistencies, defaults or Liens could not, in the aggregate,
reasonably be expected to have a Endesa Internacional Material Adverse Effect,
or (iii) will violate any provision of the estatutos sociales or other
constituent documents of Endesa Internacional.

         8.04.    Governmental Approvals. No Governmental Approval is required
to authorize, or is otherwise required in connection with, (i) the execution,
delivery and performance by Endesa Internacional of this Agreement or (ii) the
legality, validity, binding effect or enforceability of this Agreement.

         8.05.    Ranking. The obligations of Endesa Internacional hereunder
rank at least pari passu in priority of payment with all other present and
future unsubordinated, unsecured obligations of Endesa Internacional resulting
from any Indebtedness of Endesa Internacional, other than obligations having
priority by operation of law (including, but not limited to, obligations in
relation to those whose claims (a) have been raised to escritura publica or
poliza intervenida in Spain, or (b) are preferred by paragraphs (1), (2), (3)
and (4) of Article 913 and Article 914 of the Spanish Commercial Code (Codigo de
Comercio) or the Estatuto de los Trabajadores and related legislation), which,
in any event, are not material to Endesa Internacional.

         8.06.    Litigation. There are no actions, suits, investigations or
proceedings, legal or administrative, pending or, to the best knowledge of
Endesa Internacional, threatened (i) with respect to this Agreement or (ii) that
are reasonably likely to have a Endesa Internacional Material Adverse Effect.

         8.07.    Withholding Taxes. To the best of our knowledge, payments
required to be made by Endesa Internacional under this Agreement are to be
characterized as payments of an indemnity. As of the date hereof, no withholding
or other taxes are required to be paid in respect of, or be deducted from, any
indemnity. In the event that payments to be made by Endesa Internacional under
this Agreement were characterized in a different way and withholding taxes were
to be imposed, Endesa Internacional is permitted under applicable Law to pay any
additional amounts payable under Section 2.05 as will result in receipt by the
Lenders of such amounts as would have been received by the Lenders had no
withholding been required.

<PAGE>

         8.08.    Form of Documentation. This Agreement is in proper legal form
under the Law of New York and Spain for the enforcement thereof under such Law;
provided, however, that, as of the date hereof, in order for this Agreement to
be admissible in evidence in judicial proceedings in a Spanish court, this
Agreement would first have to be translated into the Spanish language, and if
any objection were raised about any such Spanish translation, this Agreement
would then have to be translated by a licensed public translator who certifies
as to the accuracy thereof (unless executed in Spanish by all the parties
thereto).

         8.09.    Foreign Exchange Regulations. As of the date hereof, there are
no foreign exchange restrictions in effect in Spain which would adversely affect
any payment to be made under this Agreement, and any actions to be taken in
order to make such payment in Dollars by its remittance at the Office of the
Administrative Agent have been taken or will be taken by Endesa Internacional.

         8.10.    Solvency. After giving effect to this Agreement and the
incurrence of the Guaranteed Obligations, (a) the fair value of the property of
Endesa Internacional is greater than the total amount of its liabilities
(including without limitation contingent liabilities), (b) the present fair
saleable value of the property of Endesa Internacional is not less than the
amount that will be required to pay its probable liability on its debts as they
become absolute and matured, (c) Endesa Internacional does not intend to, and
does not believe that it will, incur debts or liabilities beyond its ability to
pay as such debts and liabilities mature and (d) Endesa Internacional is not
engaged in a business and is not about to engage in a business for which its
property would constitute unreasonably small capital.

         8.11.    Endesa Internacional's Credit Decision, Etc. Endesa
Internacional has, independently and without reliance on the Lenders or the
Administrative Agent and based on such documents and information as Endesa
Internacional has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Endesa Internacional has adequate means to obtain
from the Company on a continuing basis information concerning the financial
condition, operations and business of the Company, and Endesa Internacional is
not relying on the Lenders or the Administrative Agent to provide such
information now or in the future. Endesa Internacional acknowledges that it will
receive adequate consideration for the guarantee provided herein.

         8.12.    Investment Company Act. Endesa Internacional is not required
to register as an "investment company" within the meaning of, and pursuant to,
the Investment Company Act of 1940, as amended.

         Section 9. Covenants. Endesa Internacional covenants and agrees with
the Lenders and the Administrative Agent that, so long as the Intercreditor
Agreement is outstanding and until indefeasible payment in full of all
Guaranteed Obligations:

<PAGE>

         9.01.    Compliance with Law; Authorizations. Endesa Internacional
shall comply in all material respects with all provisions of applicable Law and
regulations, except to the extent that any non-compliance could not reasonably
be expected to have a Endesa Internacional Material Adverse Effect, and obtain,
comply with the terms of and do all that is necessary to maintain in full force
and effect all authorizations, approvals, licenses and consents required in or
by the Law and regulations of Spain to enable Endesa Internacional lawfully to
enter into and perform its obligations under this Agreement or to ensure the
legality, validity, enforceability and admissibility in evidence (other than the
translation of this Agreement into Spanish referred to in Section 3.08) in Spain
of this Agreement.

         9.02.    Pari Passu Obligations. Endesa Internacional shall ensure that
its obligations hereunder at all times rank at least pari passu in priority of
payment with all other present and future senior unsubordinated, unsecured
obligations of Endesa Internacional resulting from any Indebtedness of Endesa
Internacional (other than Indebtedness having priority by operation of law as
set forth in Section 3.05).

         Section 10. Miscellaneous.

         10.01.   Waiver. No failure or delay on the part of the Administrative
Agent or any Lender in exercising any right, power or privilege under this
Agreement and no course of dealing between Endesa Internacional and the
Administrative Agent or any Lender shall operate as a waiver of any such right,
power or privilege, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder. The rights,
powers and remedies herein expressly provided are cumulative and not exclusive
of any rights, powers and remedies which the Administrative Agent or any Lender
or the holder of any Note would otherwise have. No notice to or demand on Endesa
Internacional in any case shall entitle Endesa Internacional to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent or any Lender to any other or
further action in any circumstances without notice or demand.

         10.02.   Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing and
mailed (via express or overnight mail), delivered by hand or by overnight
courier or sent by facsimile: if to Endesa Internacional or the Administrative
Agent, at the address set forth opposite its name on the signature pages hereof;
if to any Lender, at its Lending Office; or, as to any party, at such other
address as shall be designated by such party in a written notice to the other
parties hereto. All such notices and communications shall, when mailed,
delivered or sent by facsimile be effective when deposited in the mails,
delivered personally or to any nationally recognized or overnight courier, as
the case may be, or sent by facsimile, except that notices and communications to
the Administrative Agent or the Lenders shall not be effective until received by
the Administrative Agent or the Lenders.

         10.03.   Amendments, Etc. Except as otherwise expressly provided
hereunder, neither this Agreement nor any terms hereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by Endesa Internacional and the Administrative Agent (acting
with the consent of the requisite Lenders as required by Section 13.13 of the
Credit Agreements).

<PAGE>

         10.04.   Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and each holder of any of the
Guaranteed Obligations and their respective successors and assigns, provided,
however, that Endesa Internacional may not assign or transfer any of its rights,
obligations or interest under this Agreement without the prior written consent
of the Administrative Agent (which shall be granted only with the requisite
consent of the Lenders required under Section 13.13 of the Credit Agreements).

         10.05.   Captions. The captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

         10.06.   Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

         10.07.   Governing Law. This Agreement shall be governed by and
construed in accordance with the Law of the State of New York.

         10.08.   Jurisdiction, Service of Process and Venue.

         (a)      Any legal action or proceeding against Endesa Internacional
with respect to this Agreement or the Guaranteed Obligations may be brought in
the courts of the State of New York sitting in the Borough of Manhattan, The
City of New York or of the United States for the Southern District of New York,
and, by execution and delivery of this Agreement, Endesa Internacional hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of such courts. Endesa
Internacional hereby further irrevocably waives any claim that any such courts
lack personal jurisdiction over it, and agrees not to plead or claim, in any
legal action or proceeding with respect to this Agreement or the Guaranteed
Obligations brought in any of such courts, that such courts lack personal
jurisdiction over it. Endesa Internacional hereby irrevocably appoints CT
Corporation System, with offices on the Effective Date at 111 Eighth Avenue, New
York, New York, 10011, USA as its agent to receive, accept and acknowledge for
and on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding. If for any reason such agent shall cease to be available to act
as such, Endesa Internacional agrees promptly to designate a new agent
satisfactory to the Administrative Agent in the Borough of Manhattan, The City
of New York to receive, accept and acknowledge for and on its behalf, and in
respect of its property, service of any and all legal process, summons, notices
and documents which may be served in any such action or proceeding pursuant to
the terms of this Section 5.08(a). In the event that Endesa Internacional shall
fail to designate a new agent, service of process in any such action or
proceeding may be made on Endesa Internacional by the mailing of copies thereof
by express or overnight mail or overnight courier, postage prepaid, to Endesa
Internacional at its address set forth opposite its signature below. To the
fullest extent permitted by Law, Endesa Internacional hereby irrevocably waives
any objection to such service of process and further irrevocably waives and
agrees not to plead or claim in any action or proceeding commenced hereunder
that service of process was in any way invalid or ineffective. Nothing herein
shall affect the right of the Administrative Agent or any Lender to serve
process in any other manner permitted by applicable Law or to commence legal
proceedings or otherwise proceed against Endesa Internacional in any other
jurisdiction (including, without limitation, the courts sitting in Spain).

<PAGE>

         (b)      Endesa Internacional hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any actions or
proceedings arising out of or in connection with this Agreement or the
Guaranteed Obligations brought in the courts referred to in clause (a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

         10.09.   Waiver of Jury Trial. EACH PARTY HERETO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO. EACH PARTY HERETO ACKNOWLEDGES
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND
EACH LENDER TO ENTER INTO THE CREDIT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY.

         10.10.   Waiver of Immunity. Endesa Internacional hereby irrevocably
waives, to the fullest extent permitted by Law, all immunity (whether on the
basis of sovereignty or otherwise) from jurisdiction, attachment (both before
and after judgment) and execution to which it or its properties might otherwise
be entitled in any legal action or proceeding in the courts of Spain, of the
State of New York, of the United States or of any other country or jurisdiction,
and agrees not to raise or claim or cause to be pleaded any immunity at or in
respect of any such actions or proceedings.

         10.11.   Use of English Language. This Agreement has been negotiated
and executed in the English language. All certificates, reports, notices and
other documents and communications given or delivered pursuant to this Agreement
(including, without limitation, any modifications or supplements hereto) shall
be in the English language, or accompanied by a certified English translation
thereof. In the case of any document originally issued in a language other than
English, the English language version of any such document shall for purposes of
this Agreement, and absent manifest error, control the meaning of the matters
set forth therein.

<PAGE>

         10.12.   Set-Off. Subject to Section 13.6 of the Credit Agreements, in
addition to any rights and remedies of the Administrative Agent and Lenders
provided by Law, the Administrative Agent and each Lender shall have the right,
without presentment, demand, protest or other notice of any kind to Endesa
Internacional, any such notice being expressly waived by Endesa Internacional to
the extent permitted by applicable Law, upon any amount being due and unpaid by
Endesa Internacional hereunder (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise) to set off and appropriate and apply against
such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such Lender (including, without limitation, by branches
and agencies of the Administrative Agent or such Lender wherever located) to or
for the credit or the account of Endesa Internacional against and on account of
the Guaranteed Obligations of Endesa Internacional to the Administrative Agent
or such Lender under this Agreement, including, without limitation, all claims
of any nature or description arising out of or connected with this Agreement,
irrespective of whether or not the Administrative Agent or such Lender shall
have made any demand hereunder.

         10.13.   Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective and severable from the rest of this Agreement to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.14.   Administrative Agent. Each reference herein to any right
granted to, benefit conferred upon or power exercisable by the Administrative
Agent shall be a reference to the Administrative Agent for the benefit of the
Lenders under the Credit Agreements.

         10.15.   Indemnity. Endesa Internacional shall indemnify the
Administrative Agent and each Lender, and their respective officers, directors,
employees, representatives, partners, members, shareholders and agents from and
hold each of them harmless against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (other than Taxes which are governed by Section 2.05) incurred by
any of them as a result of, or arising out of, or in any way related to, or by
reason of, any investigation, litigation or other proceeding (whether or not the
Administrative Agent or any Lender is a party thereto) related to the
performance of this Agreement or the Intercreditor Agreement, including, without
limitation, the reasonable and documented fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses and disbursements,
to the extent incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified).

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

[address]                               [_________________________]
Attention:                              as Administrative Agent for the benefit
Telephone:                              of the Lenders under the Credit
Facsimile:                              Agreements

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Ribera del Loira, 60                    ENDESA INTERNACIONAL S.A.
28042 Madrid, Spain
Attention: Mr. Luis Rivera
Telephone:  34-91-213-9970
Facsimile:  34-91-213-9967
                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

With a copy to:
Mr. Alfonso Arias
Ribera del Loira, 60
28042 Madrid, Spain
Telephone:  34-91-213-1810
Facsimile:  34-91-213-1870
                                        By:
                                            ------------------------------------
                                            Name:
                                            Title: