Exhibit 4.13


 


Second Extension to the Cooperation
Agreement


 


This second Extension to the Cooperation
Agreement (hereinafter the “Second Extension”) is entered into on November 29th, 2019 by
and between:


 


Banco de Chile (“Banco
de Chile”), a public company validly incorporated and existing in accordance with the laws of the Republic of Chile,
and 


 


Citigroup Inc. (“Citigroup”),
a company duly incorporated and validly existing in accordance with the laws of the State of Delaware, United States of America;
Banco de Chile and Citigroup, jointly referred to as the “Parties”, and individually, each a “Party”.


 


BACKGROUND


 


I.- On October 22, 2015, the Parties
entered into a Cooperation Agreement, effective as of January 1st, 2016 (the “Cooperation Agreement”)
for the purpose of, among other things, regulating certain common aspects of the direct relationship between Banco de Chile and
its subsidiaries, on the one hand, and Citigroup and its subsidiaries, on the other hand, in accordance with certain contracts
between the Parties, namely, the Global Connectivity Agreement (the “Connectivity Agreement”) and the Trademark
License Agreement (“TMLA”), both of them executed on October 22nd, 2015 and effective as of
January 1st, 2016 (both agreements, along with the Cooperation Agreement, referred to as the “Relevant
Contracts”), and the Master Services Agreement dated January 26th, 2017 and effective as of January 1st,
2017 (“MSA”).


 


II.- On August 24th, 2017, the
Parties entered into an Extension to the Cooperation Agreement pursuant to which the term of the Relevant Contracts and the MSA
was extended for a period of two years starting from January 1st, 2018, this is, until January 1st, 2020,
and the Parties shall be entitled to extend the term thereof as established in the Cooperation Agreement.


 


III.- On August 30th, 2019,
the Parties entered into an Amendment to the Cooperation Agreement whereby they agreed to extend the anticipation term provided
in Clause Sixth of the Cooperation Agreement in order to agree on the extension of the Relevant Contracts and the MSA from August
31st, 2019 to November 30th, 2019, in order to revise that their provisions are adjusted to the requirements
set out by Article 147 of Law 18,046 (Corporations Law).


 


The Parties have agreed (i) to extend the
Cooperation Agreement under the terms set forth below and (ii) to sign an Amended and Restated Trademark License Agreement (“New
TMLA”) and an Amended and Restated Master Services Agreement (“New MSA”).


 


THEREFORE, and pursuant to
the foregoing, terms and conditions established herein and other valuable considerations received by both Parties, the receipt
of which is hereby acknowledged by the Parties hereunder, and in order that the Parties be legally bound by the agreements defined
herein, the Parties agree as follows:


 






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SECTIONS


 


First. Definitions. All
capitalized terms used, but not expressly defined, herein shall have the meanings given to them in the Cooperation Agreement.


 


Second. Relevant Contracts. The
Parties agree to, starting from the effective date of this Second Extension, the New TMLA and the New MSA (i) modify and replace
in its integrity the TMLA and the MSA and (ii) consider the New TMLA as one of the Relevant Contracts, along with the Connectivity
Agreement and Cooperation Agreement. 


 


Third. Extension. As
provided for in section Six of the Cooperation Agreement, the Parties agree to extend the Relevant Contracts and the New MSA for
a period of two years as from January 1st, 2020 until January 1st, 2022.  Moreover, the Parties
agree that they may continue extending the Relevant Contracts and the New MSA in accordance with the extension procedure and the
terms established in Section Six of the Cooperation Agreement as many times as the Parties agree. In default thereof, the
Relevant Contracts and the New MSA shall be extended on a one-time basis for a period of one (1) year from January 1st,
2022 until January 1st, 2023, on which date they shall automatically expire, without further formalities.


 


Moreover, it is hereby placed on record
that the third and fourth paragraphs of section Six of the Cooperation Agreement remain unchanged.


 


Fourth: Effective
Term. This Extension shall be effective from January 1st, 2020 and upon receipt of a counterpart thereof
by electronic mail duly signed by each Party.


 


Fifth: Scope.
All those provisions of the Cooperation Agreement not modified by this instrument shall remain in full force and effect.


 


Sixth: Applicable
Law and Jurisdiction. The Parties agree that section Seven letter (n) “Applicable Law and Jurisdiction”
of the Cooperation Agreement applies to this Amendment.


 


Seventh: Counterparts. This
Second Extension may be subscribed in any number of counterparts, each of which shall be considered as an original, and shall have
the same effects as if the signatures contained in them had been affixed in the same instrument, but each and each one of such
counterparts shall jointly constitute one and the same instrument.


 


IN WITNESS WHEREOF, the Parties
have hereby signed this Amendment through their duly authorized representatives on the date indicated ut supra.


 


	 	CITIGROUP INC.
	 	 
	 	By:	/s/ Ernesto Torres Cantú
	 	 	Ernesto Torres Cantú
	 	 	CEO, Latin America


 


	 	BANCO DE CHILE
	 	 
	 	By:	/s/ Eduardo Ebensperger Orrego
	 	 	Eduardo Ebensperger Orrego
	 	 	CEO Banco de Chile


 


 


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