Exhibit
4.2


RIGHTS AGENCY AGREEMENT


RIGHTS
AGENCY AGREEMENT dated as of            ,
2005 (this “Agreement”) between Masisa S.A., a company incorporated under the
laws of Chile (the “Company”), The Bank of New York, a New York banking
corporation (the “ADS Rights Agent).


WHEREAS,
the Company is offering pursuant to statutory preemptive rights under Chilean
law to existing holders of its common shares (“Shares”), in two separate rights
offerings, up to 263,312,750 newly issued Shares and up to 7,323,734 treasury
Shares (the “Share Rights Offers”);


WHEREAS,
in connection with the Share Rights Offers, the Company will grant to existing
owners (“Record Owners”) as of 5:00 p.m., New York time, on             , 2005 the “ADS Record Date”) of
American Depositary Shares (“ADSs”) issued under the Deposit Agreement dated as
of March 24, 2005 (the “Deposit Agreement”) among the Company, The Bank of New
York, as Depositary (the “Depositary”), and all Owners and Beneficial Owners
(as those terms are defined in the Deposit Agreement) from time to time of ADSs
issued thereunder, in two separate rights offerings, rights (the “ADS Rights”)
to purchase additional ADSs relating to newly issued Shares and additional ADSs
relating to treasury Shares (collectively, “New ADSs”)  (such offers, the “ADS Rights Offers”).  Each ADS represents 50 Shares.


WHEREAS,
the Company wishes to appoint the ADS Rights Agent as its agent for
administration of the ADS Rights Offers and the ADS Rights Agent is willing to
accept that appointment.


WHEREAS,
the Company will register the offer and sale of the Shares to which the ADS
Rights relate under the Securities Act of 1933, as amended, and will make the
ADS Rights Offers to each of the Record 
Owners by means of a prospectus prepared by the Company (the “Prospectus”),
which will be accompanied by a subscription form and a notice to Record Owners
in the form attached hereto as Exhibit A (the “Subscription Form”)
containing instructions with respect to the number of New ADSs that may be
purchased, the method for subscribing for New ADSs and the delivery of payment
for the New ADSs.


NOW,
THEREFORE, in consideration of the premises and mutual agreements contained in
this Agreement, the Company and the ADS Rights Agent hereby agree as follows:


 


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ARTICLE I



APPOINTMENT OF THE ADS RIGHTS AGENT


The
Company hereby appoints The Bank of New York as the ADS Rights Agent of the
Company in connection with the ADS Rights Offers in accordance with the terms
and conditions of this Agreement, and The Bank of New York hereby accepts such
appointment upon the terms and subject to the conditions set forth in this
Agreement.


ARTICLE II



TERMS OF ADS RIGHTS OFFERS


2.1           The subscription
period for the ADS Rights will commence on or about        , 2005 (the actual starting date is
called the “Commencement Date”) and will end at 5:00 p.m., New York time
on               , 2005, unless the
Company extends it (the actual ending date and time is referred to as the “Expiration
Date”).  The period from the Commencement
Date through the Expiration Date will constitute the subscription period (the “Subscription
Period”).  The Company shall notify the
ADS Rights Agent of the Commencement Date if different from the date set forth
above (and in the absence of such notice the Rights Agent may assume that the
Commencement Date is such date) and of any extension of the Expiration Date.


2.2           Each Record Owner
will receive for each ADS owned as of the Record Date 0.129199 ADS Rights to
purchase ADSs relating to newly issued Shares and 0.003594 ADS Rights to
purchase ADSs relating to treasury Shares. 
Record Owners may purchase one new ADSs for each ADS Right relating to
newly issued Shares or treasury Shares, as the case may be, pursuant to the ADS
Rights Offers at a subscription price that will be equal to the U.S. dollar
equivalent of Ch$[·] per New ADS (the “Subscription
Price”).  ADS rights relating to newly
issued Shares may not be combined with ADS rights relating to treasury
Shares.  The parties understand that the
dollar equivalent of the Subscription Price set forth in the Prospectus is an
estimate and that actual U.S. dollar equivalent will be determined when the ADS
Rights Agent converts the purchase money into Chilean pesos pursuant to Article
VI hereof.  The parties also understand
that Record Owners will be required to deposit with the ADS Rights Agent U.S.$[·] (the “Deposit
Amount”) for each New ADS for which they are subscribing in respect of their
ADS Rights.  The Deposit Amount is based
on the estimated Subscription Price set forth in the Prospectus plus an
allowance intended to cover currency exchange rate fluctuations and to pay the
Depositary’s fee for issuance of New ADSs and expenses of the Depositary and
the ADS Rights Agent.  In lieu of
delivering fractional ADS Rights to purchase New ADSs relating to newly issued
Shares or treasury Shares, as the case may be, the ADS Rights Agent will
aggregate the respective share rights underlying such fractional entitlements
and, to the extent practicable, will arrange for the sale of such fractional
share rights.  The net proceeds of such
sale, if any, will be distributed to the Owners entitled thereto.


2.3           The ADS Rights are
not transferable and will be reflected in the records of the ADS Rights Agent.


 


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ARTICLE III



DELIVERY OF RIGHTS OFFER MATERIAL


3.1           On or before the
Commencement Date, (a) the Company will deliver to the ADS Rights Agent
sufficient copies of the Prospectus, and (b) the ADS Rights Agent shall have
printed for its use sufficient copies of (i) the Subscription Form, (ii)
Substitute Form W-9 and (iii) Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9 (the “Guidelines”).


3.2           Unless otherwise
instructed in writing by the Company, on or as soon as practicable after the
Record Date, the ADS Rights Agent shall send by first class mail or, if so
instructed by the Company, by overnight courier, to each Record Owner:
(i) a Prospectus, (ii) a Subscription Form, (iii) a Substitute
Form W-9, (iv) the Guidelines and (v) a return envelope addressed to
the ADS Rights Agent for use by such Record Owner (such material, collectively,
the “Rights Offer Material”).


3.3           In the event that
the Rights Offer Material is returned to the ADS Rights Agent for any reason
and a proper delivery thereof cannot be effected to a Record Owner, the ADS
Rights Agent shall hold such Rights Offer Material and the related Record Owner’s
right to purchase New ADSs under the ADS Rights Offers will be treated as
unexercised.  The ADS Rights Agent shall
supply the Company with such information as the Company may request with
respect to any Rights Offer Material that cannot be delivered to a Record
Owner.


3.4           In the event that,
prior to the Expiration Date, any Record Owner notifies the ADS Rights Agent
that the Rights Offer Material to which such Record Owner is entitled has not
been delivered, or has been lost, stolen or destroyed, the ADS Rights Agent
will furnish to such Record Owner a copy of the Rights Offer Material.  The Company agrees to supply the ADS Rights
Agent with sufficient copies of the Prospectus for such purposes.


ARTICLE IV



ACCEPTANCE OF SUBSCRIPTIONS


4.1           The ADS Rights Agent
is hereby authorized and directed to receive subscriptions for New ADSs
relating to newly issued Shares and treasury Shares on behalf of the Company
throughout the Subscription Period. 
Record Owners shall make payment to the ADS Rights Agent of the Deposit
Amount in U.S. dollars.  Such payment
must be received by the ADS Rights Agent no later than 5:00 p.m., New York
time, on the Expiration Date.  Any funds
that the ADS Rights Agent receives during the Subscription Period from Record
Owners in respect of payments for New ADSs shall be deposited in an account at
the ADS Rights Agent that the ADS Rights Agent designates solely for such
purpose (the “Deposit Account”) and such funds shall remain in the Deposit
Account until they are distributed in accordance with Section 6.2.


As
promptly as practicable after the ADS Rights Agent receives each Subscription
Form, the ADS Rights Agent shall determine whether the Record Owner sending
such Subscription Form has properly completed and executed such form and has
submitted the correct Deposit 


 


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Amount for the New ADSs.  If such
form is not properly completed, is unexecuted or if such Record Owner did not
send the correct Deposit Amount, then the ADS Rights Agent will send a notice
to such Record Owner requesting such Record Owner to correct its Subscription
Form or submit the proper Deposit Amount, as the case may be.  If such Record Owner does not correct its
Subscription Form or submit the proper Deposit Amount, as the case may be, by
the Expiration Date, such Record Owner’s right to purchase New ADSs in the ADS
Rights Offer shall be deemed to be unexercised and the ADS Rights Agent shall
promptly refund the amount deposited to such Record Owner.  The ADS Rights Agent will require that
payment of the Deposit Amount be in the form of a certified or official bank
check, money order or wire transfer.


Notwithstanding
the foregoing, without further authorization from the Company, except where
otherwise specified or as otherwise notified in writing by the Company prior to
the Expiration Date, the following Subscription Forms shall be deemed to be
properly completed:


(a)           any subscription
with respect to which a Record Owner has failed to execute a Subscription Form
in the manner provided by the terms thereof, provided that (1) the Record Owner
has indicated on such Subscription Form or by written communication, the manner
in which the Record Owner wishes to subscribe and (2) proper payment has been
made by such Record Owner;


(b)           any subscription by
an individual (and not by a corporation, partnership or fiduciary) which is
accompanied by a check drawn by an individual (and not by a corporation,
partnership or fiduciary) other than the Record Owner, provided that (1) the
Subscription Form submitted therewith has been duly executed by the Record
Owner, (2) the Record Owner is the Record Owner to which such Subscription Form
relates, (3) the check tendered in payment of such subscription is drawn for
the proper amount and to the order of The Bank of New York and is otherwise in
order, and (4) there is no evidence actually known to the ADS Rights Agent
indicating that such check was delivered to the Record Owner by the drawer
thereof for any purpose other than the payment of the accompanying
subscription;


(c)           any subscription by
a custodian on behalf of a minor which is accompanied by a check drawn by an
individual (and not by a corporation, partnership or fiduciary) other than the
Record Owner, if the provisos set forth in clause (b) above are satisfied; or


(d)           any subscription by
an individual (and not by a corporation, partnership or fiduciary) which is
accompanied by a check drawn by a corporation, partnership or fiduciary other
than the Record Owner, if the provisos set forth in clause (b) above are
satisfied.


4.2           The ADS Rights Agent
is hereby authorized to accept subscriptions for New ADSs relating to newly
issued Shares and treasury Shares on behalf of the Company (i) on the
Expiration Date, (ii) after determining the total number of New ADSs relating
to newly issued Shares and treasury Shares that a Record Owner is entitled to
purchase in the ADS Rights Offers, pursuant to Article VI hereof, and (iii)
upon the proper completion and execution of the Subscription Form, in
accordance with the terms thereof and hereof.


 


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4.3           The ADS Rights Agent
is authorized to waive proof of authority to sign (including the right to waive
signatures of co-fiduciaries and proof of appointment or authority of any
fiduciary or other person acting in a representative capacity) in connection
with any subscription with respect to which:


(a)           the New ADSs to
which the Subscription Form relates are registered in the name of an executor,
administrator, trustee, custodian for a minor or other fiduciary and has been
executed by such Record Owner provided that the New ADSs purchased are to be
issued in the name of such Record Owner;


(b)           the New ADSs to
which the Subscription Form relates are registered in the name of a corporation
and the Subscription Form has been executed by an officer of such corporation,
provided that the New ADSs purchased are to be issued in the name of such
corporation;


(c)           the Subscription
Form has been executed by a bank, trust company or broker as agent for the
Record Owner to which such Subscription Form relates, provided that the New
ADSs purchased are to be issued in the name of such Record Owner; or


(d)           the New ADSs to
which such Subscription Form relates are registered in the name of a decedent
and the Subscription Form has been executed by a person who purports to act as
the executor or administrator of such decedent’s estate, provided that (i) the
New ADSs are to be issued in the name of such person as executor or
administrator of such decedent’s estate, (ii) the check tendered in
payment of such subscription is drawn for the proper amount and to the order of
The Bank Of New York and is otherwise in order, and (iii) there is no evidence
actually known to the ADS Rights Agent indicating that such person is not the
duly authorized representative which such person purports to be.


4.4           In all cases other
than those described in Sections 4.3(a) through (d) above, the ADS Rights Agent
will be required to obtain all necessary proof of authority to sign in
connection with subscriptions for New ADSs; provided,
however, that in the event that such proof
of authority has not been received on or prior to the Expiration Date, the ADS
Rights Agent may obtain advice from the Company as to whether any such
subscriptions may be accepted and the ADS Rights Agent shall have no liability
whatsoever in the event it acts in good faith in accordance with such advice
nor shall the ADS Rights Agent be required to accept subscriptions for New ADSs
in the absence of such proof in the event it does not receive such advice from
the Company prior to the Expiration Date and shall have no liability whatsoever
for any such action.


ARTICLE V



REPORTS BY THE ADS RIGHTS AGENT


5.1           The ADS Rights Agent
will advise the Company by facsimile transmission (a) on the Commencement
Date as to the total number of Record Owners and the total number of ADSs
outstanding as of the Record Date; and (b) on each business day during the
Subscription Period as to:


 


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(i)            the
total number of subscriptions for New ADSs relating to newly issued Shares and
New ADSs relating to treasury Shares pursuant to the ADS Rights Offers that the
ADS Rights Agent has received (which have been properly completed and executed
and for which the correct payment amount was received) and the aggregate number
of New ADSs relating to newly issued Shares and New ADSs relating to treasury
Shares subscribed for;


(ii)           the
aggregate amount of funds received by the ADS Rights Agent in payment of such
subscriptions; and


(iii)          the
total number of Record Owners which the ADS Rights Agent has notified pursuant
to Section 4.1 that their Subscription Form was not properly completed or that
the correct Deposit Amount for the New ADSs was not received.


5.2           Not later than 10:00
a.m. (New York City time) on the first New York banking day following the
Expiration Date, the ADS Rights Agent will advise the Company and the
Depositary by e-mail or facsimile transmission (the “Subscription Report”)
as to:


(i)            the
total number of New ADSs relating to newly issued Shares and New ADSs relating
to treasury Shares subscribed for in the ADS Rights Offers pursuant to the
exercise of ADS Rights and the total number of Shares represented thereby;


(ii)           the
total number of unsubscribed ADS rights relating to newly issued Shares and to
treasury Shares and the number of related share rights represented thereby; and


(iii)          the
aggregate amount of funds received by the ADS Rights Agent in payment of such
subscriptions.


ARTICLE VI



PAYMENTS; SHARE SUBSCRIPTION; REFUNDS


6.1           As promptly as
practicable after delivery of the Subscription Report in accordance with
Section 5.2, the ADS Rights Agent, as agent for the subscribing Record Owners,
(i) shall transfer from the Deposit Account to the Depositary the fee
required under the Deposit Agreement for execution and delivery of American
Depositary Receipts evidencing all the New ADSs and any applicable expenses of
the Depositary, and (ii) shall purchase, for settlement on or before the
expiration date of the Share Rights Offer which is expected to be 4:30 p.m.,
Santiago  time, on            , 2006, an amount of Chilean pesos
equal to the subscription price for newly issued Shares and treasury Shares
times the number of newly issued Shares and treasury Shares to be represented
by New ADSs for which Record Owners subscribed (the “Peso Subscription Amount”).  If the Deposit Amount paid by any subscribing
Record Owner to the ADS Rights Agent exceeds the amount required to pay the
Record Owner’s share of the Peso Subscription Amount, the Depositary’s fees and
expenses and the expenses of the currency conversion, the ADS Rights Agent
shall, at the time the ADS Rights Agent delivers the New ADSs, remit the


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excess
in U.S. dollars (without interest) to the subscribing Record Owners.  If the Deposit Amount paid by any subscribing
Record Owner to the ADS Rights Agent is less than the amount required to pay
Record Owner’s share of the Peso Subscription Amount, the Depositary’s fees and
expenses and the expenses of the currency conversion, the ADS Rights Agent
shall pay the amount of such deficiency on behalf of such Record Owner.  The Record Owner will then be required to
pay, upon notice by the ADS Rights Agent to such Record Owner, the amount of
such deficiency promptly (including interest and expenses) to the ADS Rights
Agent, and the ADS Rights Agent need not deliver any New ADSs subscribed for by
such Record Owner prior to the receipt by the ADS Rights Agent of such
payment.  If payment of the amount of any
deficiency is not received from such Record Owner by the ADS Rights Agent by
the later of (i) the fifth business day after receipt of the ordinary
shares underlying the New ADSs by the Depositary’s custodian, as described in
Section 7.1 below, and (ii) the fifth business day after the ADS Rights
Agent gives notice of such deficiency, the ADS Rights Agent may sell the New
ADSs subscribed for by such Record Owner at a public or private sale, at such
place or places and upon such terms as it may deem proper, and the ADS Rights
Agent may allocate the proceeds of such sales in an amount sufficient to cover
such deficiency (including interest and expenses).  In such event, the ADS Rights Agent will then
send promptly any remaining New ADSs to such Record Owner together with a check
in the amount of excess proceeds, if any, from such sale; provided, however,
that, if the amount of such excess proceeds realized upon the sale of such
subscribing Record Owner’s ADSs is less than $5.00, such excess proceeds need
not be distributed.  The Company shall
indemnify the ADS Rights Agent, with interest, for any unreimbursed deficiency
in subscription money, including fees and expenses.


6.2           The ADS Rights Agent
shall pay to the Company the Peso Subscription Amount and shall instruct the
Depositary to subscribe for the total number of newly issued Shares and
treasury Shares to be represented by New ADSs relating to newly issued Shares
and treasury Shares for which Record Owners have subscribed prior to the
expiration date of the Share Rights Offers. 
The payment shall be made in same day funds by wire transfer in Chilean
pesos to the bank account specified by the Company on Exhibit B hereto.


6.3           The parties
understand that, pursuant to the Deposit Agreement and in accordance with the
Subscription Report delivered pursuant to Section 5.2, the Depositary will use
reasonable efforts to sell rights to purchase newly issued Shares and treasury
Shares to which it is entitled as the holder of Deposited Securities (as
defined in the Deposit Agreement) but which the ADS Rights Agent does not
request it to exercise on behalf of subscribing Record Owners, and the ADS
Rights Agent shall request that the Depositary do so as promptly as practicable
after the Expiration Date and remit the proceeds of such sale to the Record
Owners with respect to which such share rights were sold as promptly as
practicable.


ARTICLE VII



ISSUANCE OF ADRS


7.1           On or about           , 2006, the Company will deposit the
newly issued Shares or treasury Shares underlying the New ADSs relating to
newly issued Shares or treasury Shares (the “New Shares”) with Banco Santander
Chile, as Custodian under the Deposit Agreement, and will request that the
Depositary confirm such deposit to the ADS Rights Agent.


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7.2           When the New Shares
to be represented by the New ADSs have been deposited, the ADS Rights Agent
shall forward to the Depositary the registration instructions contained in the
Subscription Forms delivered by subscribing Record Owners and shall instruct
the Depositary to send New ADSs issuable in respect of those Shares registered
in accordance with those instructions to the ADS Rights Agent and the ADS
Rights Agent shall deliver those New ADSs in accordance with those
instructions, subject to the provisions of Section 6.1.


ARTICLE VIII



LIMITATIONS OF DUTIES


8.1           The ADS Rights Agent
shall have no duties or obligations nor shall it be subject to any liability
under this Agreement or the transactions contemplated by this Agreement, except
that it shall perform its duties specifically set forth in this Agreement
without gross negligence or willful misconduct, and no implied duties or
obligations shall be read into this Agreement against the ADS Rights Agent.


8.2           The ADS Rights Agent
makes no, and will not be deemed to have made, any representations with respect
to, and shall have no duties, responsibilities or obligations with respect to
determining, the validity, sufficiency, value or genuineness of any New Shares,
Subscription Form or other documents deposited with or delivered to it or any
signature or endorsement set forth on or in connection with such documents.


8.3           The ADS Rights Agent
shall not be obligated to take any legal action hereunder on behalf of any
Record Owner or any other person.


8.4           The ADS Rights Agent
shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Agreement, the Subscription Form or any other Rights
Offer Materials or be required to verify the same; and may rely upon and comply
with, and shall not have any liability for relying upon and complying with, any
Subscription Form or other Rights Offer Material, certificate, instrument,
opinion of counsel, notice, letter, telegram, records, or other document or
security delivered to it in connection with this Agreement.


8.5           The ADS Rights Agent
may consult with legal counsel for the Company or its own counsel (which may be
in-house counsel) and rely upon any opinion of such counsel, and shall have no
liability in respect of any action taken, omitted or suffered by the ADS Rights
Agent hereunder in reliance upon, and in accordance with, any such opinion.


8.6           The ADS Rights Agent
is hereby authorized and directed to accept instructions with respect to the
performance of its duties hereunder from the Company, and to apply to the
Company for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered to be taken by it in good faith
in accordance with instructions of the Company or for any delay in acting while
waiting for those instructions.  Any
application by the ADS Rights Agent for written instructions from the Company
may, at the option of the ADS Rights Agent, set forth in writing any action
proposed to be taken or omitted by the ADS Rights Agent under this Agreement
and the date on or after which such action shall be taken or such omission
shall be effective.  The ADS Rights Agent
shall not be liable for any action taken by, or


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omission
of, the ADS Rights Agent in accordance with a proposal included in such
application on or after the date specified in such application (which date
shall not be less than three business days after the date the executive officer
of the Company actually receives such application, unless the Company shall
have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the ADS Rights Agent
shall have received written instructions in response to such application
specifying the action to be taken or omitted.


8.7           The ADS Rights Agent
shall escheat any property held by the ADS Rights Agent in accordance with
applicable law.


8.8           In no event will the
ADS Rights Agent be liable to any person (a) for any special, consequential or
punitive damages; or (b) if, by reason of:


(i)            any
law or regulation of any state or country or of any governmental or regulatory
authority or stock exchange; or


(ii)           any
circumstances beyond its control, including without limitation, strikes, work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (hardware and software) services;


it
is delayed or prevented from, or would be subject to any civil or criminal
liability if it did and therefore does not do, any thing that this Agreement
otherwise requires it to do.


8.9           The ADS Rights Agent
may perform any duties hereunder either directly or by or through its nominees,
correspondents, designees, agents, subagents or subcustodians and the ADS
Rights Agent shall not be responsible for any misconduct or negligence on the
part of any nominee, correspondent, designee, agent, subagent or subcustodian
appointed with due care by it hereunder.


ARTICLE IX



COMPENSATION; PAYMENT OF EXPENSES; INDEMNIFICATION


9.1           In consideration for
the services rendered under this Agreement, the Company agrees to pay to the
ADS Rights Agent the fees agreed upon in writing by the Company and the ADS
Rights Agent from time to time, and the Company agrees to pay to the ADS Rights
Agent, on demand of the ADS Rights Agent, its actual out of pocket expenses,
including, without limitation, reasonable fees and expenses of counsel,
incurred in the preparation and execution of this Agreement and performance of
the ADS Rights Agent’s duties under this Agreement.


9.2           The Company shall be
liable for and shall indemnify and hold harmless the ADS Rights Agent, its
directors, employees, agents and affiliates from and against any and all
claims, losses, liabilities, damages, expenses or judgments (including
attorneys’ fees and expenses) (collectively referred to herein as “Losses”)
howsoever arising from or in connection with this Agreement or the performance
of the ADS Rights Agent’s duties hereunder, the enforcement of this Agreement
and disputes between the parties hereto; provided, however, that nothing


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contained
herein shall require that the ADS Rights Agent be indemnified for Losses
arising from the gross negligence or willful misconduct of the ADS Rights
Agent.


9.3           No provision of this
Agreement, other than Section 6.1, shall require the ADS Rights Agent to expend
or risk the ADS Rights Agent’s own funds or otherwise incur any financial
liability in the performance of any of the ADS Rights Agent’s duties hereunder
or in the exercise of the ADS Rights Agent’s rights.


ARTICLE X



TERMINATION OF AGENCY


Unless
terminated earlier by the parties hereto, this Agreement shall terminate upon
the later of the date the ADS Rights Agent has fully performed its obligations
under this Agreement and sixty (60) days after delivery of the New ADSs by the
Depositary (the “Termination Date”).  On
the business day following the Termination Date, the ADS Rights Agent shall
deliver to the Company any Rights Offer entitlements, if any, held by the ADS
Rights Agent under this Agreement.  The
ADS Rights Agent’s rights under Sections 9.1 and 9.2 shall survive the
termination of this Agreement.


ARTICLE XI



MISCELLANEOUS


11.1         Notices.  All reports, notices and other communications
required or permitted to be given hereunder to the parties hereto shall be
addressed to the following on behalf of the respective parties hereto and
delivered by overnight courier or by facsimile as follows or to such other
address as may be specified in writing form time to time:


	
   

  	
  To
  the Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Masisa S.A.

  
	
   

  	
   

  	
  Avenida Apoquindo 3650, Piso 10

  
	
   

  	
   

  	
  Las Condes

  
	
   

  	
   

  	
  Santiago, Chile

  
	
   

  	
   

  	
  Attn:

  	
  Patricio Reyes U.

  
	
   

  	
   

  	
  Fax:

  	
  +(56-2) 707-8302

  
	
   

  	
   

  	
  E-mail:

  	
  patricio.reyes@masisa.com

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To
  the ADS Rights Agent:

  
	
   

  	
   

  
	
   

  	
   

  	
  The Bank of New York

  
	
   

  	
   

  	
  Reorganization Administration

  
	
   

  	
   

  	
  101 Barclay Street - 12W

  
	
   

  	
   

  	
  New York, NY 10286

  
	
   

  	
   

  	
  Attn:

  	
  Kelly Gallagher

  
	
   

  	
   

  	
  E-mail:

  	
  egallagher@bankofny.com

  
						



 


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11.2         Assignment.  Neither the ADS Rights Agent nor the Company
shall assign this Agreement without first obtaining the written consent of the
other party hereto.


11.3         Headings.  The Article and Section headings contained
herein are for convenience and reference only and are not intended to define or
limit the scope of any provision of this Agreement.


11.4         Entire
Agreement; Amendment.  This
Agreement shall constitute the entire agreement of the parties with respect to
the subject matter and supersedes all prior oral or written agreements in
regard thereto.  References to any other
document or agreement shall not incorporate by reference such other document or
agreement into this Agreement and shall not impose any duties or
responsibilities, obligations or liabilities on the ADS Rights Agent under such
other document or agreement.  Except as
otherwise specifically provided herein, this Agreement may be amended only by
an instrument in writing duly executed by both parties hereto.


11.5         Governing Law; Jurisdiction; Certain Waivers.


(a)           This Agreement shall
be interpreted and construed in accordance with the internal substantive laws
(and not the choice of law rules) of the State of New York.  All actions and proceedings brought by the
ADS Rights Agent relating to or arising from, directly or indirectly, this
Agreement may be litigated in courts located within the State of New York.  The Company hereby submits to the personal
jurisdiction of such courts; hereby waives personal service of process and
consents that any such service of process may be made by certified or
registered mail, return receipt requested, directed to the Company at its address
last specified for notices hereunder; and hereby waives the right to a trial by
jury in any action or proceeding with the ADS Rights Agent.  All actions and proceedings brought by the
Company against the ADS Rights Agent relating to or arising from, directly or
indirectly, this Agreement shall be litigated only in courts located within the
State of New York.


(b)           The invalidity,
illegality or unenforceability of any provision of this Agreement shall in no
way affect the validity, legality or enforceability of any other provision; and
if any provision is held to be unenforceable as a matter of law, the other
provisions shall not be affected thereby and shall remain in full force and
effect.


11.6         Rights
and Remedies.  The rights
and remedies conferred upon the parties hereto shall be cumulative, and the
exercise or waiver of any such right or remedy shall not preclude or inhibit
the exercise of any additional rights or remedies.  The waiver of any right or remedy hereunder
shall not preclude or inhibit the subsequent exercise of such right or remedy.


11.7         Representations
and Warranties of the Company. 
The Company hereby represents, warrants and covenants that:


(a)           The Company is a
corporation duly organized and validly existing under the laws of the Republic
of Chile.


(b)           This Agreement has
been duly authorized, executed and delivered on its behalf and constitutes the
legal, valid and binding obligation of the Company.


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(c)           The execution,
delivery and performance of this Agreement by the Company does not and will not
violate any applicable law or regulation and does not require the consent of
any governmental or other regulatory body except for such consents and
approvals as have been obtained and are in full force and effect.  For the avoidance of doubt, the offer and
sale of all newly issued Shares and treasury Shares and New ADSs to be issued
and delivered hereunder will be registered under the Securities Act of 1933, as
amended (the “Securities Act”) and all transactions contemplated by this
Agreement, except for the indemnification provided by Section 9.2 with respect
to which we make no representation, are in compliance with the Securities Act
and the Securities Exchange Act of 1934, as amended.


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


 


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IN WITNESS WHEREOF, MASISA
S.A. and THE BANK OF NEW YORK have executed this Agreement as of the date first
set forth above.


	
   

  	
  MASISA
  S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
  as
  ADS Rights Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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