Exhibit 4.2
ASSIGNMENT OF RIGHTS AGREEMENT
Assignment of Rights Agreement made in Santiago, Chile, as of January 27, 2004, between ENDESA INTERNACIONAL S.A., duly incorporated according to the laws of Spain, a company based in the city of Madrid, represented in this act by its agent, Mr. Luis Rivera Novo, ("ENDESA INTERNACIONAL"), both domiciled in, for these effects at C/Ribera del Loira, 60-planta 5, sector E, Madrid, Spain, for the one part, and, ENERSIS S.A., a corporation, incorporated and validly in existence according to the laws of the Republic of Chile, duly represented in this act by Mr. Mario Valcarce Durán, Chilean, married, engineer, Chilean National ID card number 5.850.972-8, and by Mr. Domingo Valdés Prieto, Chilean, married, attorney, Chilean National ID card number 6,973.465-0, ("ENERSIS"), all previous domiciled for these effects on Santa Rosa N° .76, 17th floor, Santiago, Chile, (the "Assignment Agreement"). Now, therefore, the parties agree as follows:
| FIRST: | ENERSIS and ENDESA INTERNACIONAL are direct and/or indirect shareholders, through investment companies controlled by those, of CODENSA S.A. ESP., incorporated and validly existing according to Colombian laws, based in the city of Santa Fé de Bogotá, ("CODENSA"). |
| SECOND: | ENDESA INTERNATIONAL, by virtue of its economic participation, hasthe right to designate a number of members of the board of directors (fromhere on "Directors") in CODENSA. In this act, ENDESAINTERNACIONAL assigns without charge to ENERSIS, directly orindirectly, its right to name directly or indirectly Directors in CODENSA. |
| THIRD: | The assignment of the right to name Directors is limited to the number ofdirectors necessary so that ENERSIS, directly or indirectly, designates themajority of the Board of Directors, and therefore meets the conditionsrequired to consolidate CODENSA. In case of any modification or alterationof the composition or number of Directors of CODENSA for any reason, theassignment of the right before mentioned will extendipso factoto thenumber necessary so that ENERSIS designates the majority of the Board ofCODENSA, and to this effect the parties agreetotake the corporativemeasures to reflect, as soon as possible, the indirect control of ENERSISover such Board. |
| FOURTH: | The parties hereby agree that this Assignment will be effective from the dateof the dissolution of Luz de Bogotá S.A., and will extend indefinitely.Notwithstanding, ENDESA INTERNACIONAL, may, at any moment,terminate this Agreement, prior notice, or notification sent to ENERSIS tothe domicile indicated in the appearance with at least 3 years of anticipationto the date of the desired termination. Likewise, the parties state that thisAgreement will be resolved immediately, and without need to advise, orpreviously notify, nor by the express stipulation of the parties, in the event that ENDESA S.A. España loses its quality as direct or indirect controller of ENERSIS. |
| FIFTH: | ENERSIS agrees not to transfer a title of any of the rights acquired by virtueof this contract, nor its contractual position, in favor of a third party, exceptto the extent that it has previous and written authorization from ENDESAINTERNACIONAL. |
| SIXTH: | This agreement shall be subject to the laws of the Republic of Colombia. |
| SEVENTH: | Any difficulty arising between the parties due this agreement, whetherregarding its validity, nullification, application, interpretation, resolution, orfor any other cause or reason, it shall be submitted to mixed arbitration thatthe parties shall designate by common agreement. In the event of them notreaching an agreement, the said designation shall be carried out by the Ordinary Courts of the city of Santa Fé de Bogotá, Colombia. |
| EIGHTH: | For all the effects of communications between the parties to the presentagreement, the parties establish their conventional and special domicile atthe following address: |
| ENERSIS: Santa Rosa 76, 17thfloor, Santiago County, Santiago, Chile. | |
| ENDESA INTERNATIONAL: C/Ribera del Loira, 60-planta 5, sector E,Madrid, Spain. | |
| The authorities of the representatives of the parties are not mentioned sincethey are sufficiently known by those involved. | |
| As proof of agreement with this content, the parties sign this agreement onall of its pages, in duplicate, in the place and on the dates indicated herein. |
| pp | Endesa Internacional S.A. | |
| Luis Rivera Novo | ||
| pp | Enersis S.A. | pp | Enersis S.A. | |
| Mario Valcarce Durán | Domingo Valdés Prieto |