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Form SC 13D ENERSIS S.A. Filed by: ENEL SOCIETA PER AZIONI

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November 3, 2014 2:20 PM EST
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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ENERSIS S.A.
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(Name of Issuer)
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Shares of Common Stock, No Par Value
American Depositary Shares, Each Representing 50 Shares of Common Stock (the ADSs)
 �
(Title of Class of Securities)
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29274F104
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(CUSIP Number)
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Enel S.p.A.
Viale Regina Margherita 137
00198 Rome
Italy
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Attn: Fabio Bonomo
Head of Corporate Affairs
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Tel: +39 06 8305 2081
Fax: +39 06 8305 2129
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 � �
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 23, 2014
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�(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [� ]
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section�18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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SCHEDULE 13D
�CUSIP No. 29274F104
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Page 2��of 10 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel S.p.A.
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2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* �
(a)�� [X]�
(b)�� [�� ]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
AF (See Item 3)
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5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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 �
������� [�� ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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NUMBER OF
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SHARES
7
SOLE VOTING POWER
0 (See Item 5)
BENEFICIALLY
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OWNED BY
8
SHARED VOTING POWER
29,762,213,531 shares of Common Stock (See Item 5)
EACH
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REPORTING
9
SOLE DISPOSITIVE POWER
0 (See Item 5)
PERSON
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WITH
10
SHARED DISPOSITIVE POWER
29,762,213,531 shares of Common Stock (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,762,213,531 shares of Common Stock (See Item 5)
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.62% (See Item 5)
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14
TYPE OF REPORTING PERSON
CO
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CUSIP No. 29274F104
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Page�3 of 10 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel Energy Europe, S.R.L.
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2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* �
(a)� [X]
(b)� [ � ]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
AF (See Item 3)
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5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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 �
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
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NUMBER OF
SHARES
7
SOLE VOTING POWER
0 (See Item 5)
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BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
29,762,213,531 shares of Common Stock (See Item 5)
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EACH
REPORTING
9
SOLE DISPOSITIVE POWER
0 (See Item 5)
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PERSON
WITH
10
SHARED DISPOSITIVE POWER
29,762,213,531 shares of Common Stock (See Item 5)
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,762,213,531 shares of Common Stock (See Item 5)
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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������ [�� ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.62% (See Item 5)
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 29274F104
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Page 4 of 10 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Endesa Latinoam�rica, S.A.
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2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* �
(a) �[X]
(b)� [� �]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
Not Applicable
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5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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 �
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
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NUMBER OF
SHARES
7
SOLE VOTING POWER
0 (See Item 5)
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BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
19,794,583,473 shares of Common Stock (See Item 5)
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EACH
REPORTING
9
SOLE DISPOSITIVE POWER
0 (See Item 5)
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PERSON
WITH
10
SHARED DISPOSITIVE POWER
19,794,583,473 shares of Common Stock (See Item 5)
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,583,473 shares of Common Stock (See Item 5)
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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 �
������ [�� ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.32% (See Item 5)
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TYPE OF REPORTING PERSON
CO
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Page 5�of 10 Pages


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Item�1.
Security and Issuer.
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The classes of equity securities to which this Statement on Schedule 13D (this Statement) relates are the shares of Common Stock, no par value (the Common Stock), of Enersis S.A., a Chilean sociedad anonima (Enersis or the Issuer); and American Depositary Shares of Enersis (ADSs), each representing 50 shares of Common Stock.
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The Issuer has its principal offices at Santa Rosa 76, Santiago, Chile.
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Item 2.
Identity and Background.
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This Statement is being filed by Enel S.p.A (Enel), an Italian corporation, and Enel Energy Europe, S.R.L. (EEE) and Endesa Latinoam�rica, S.A. (ELA), each a Spanish corporation (collectively, the Reporting Persons). EEE is wholly-owned by Enel. Prior to the acquisition transaction described below in Item 4, ELA was a wholly-owned subsidiary of Endesa, S.A. (Endesa), a 92.1% owned subsidiary of EEE, and following such acquisition, ELA is wholly-owned by EEE. The principal business of Enel is the integrated production, distribution, and sale of electricity and gas in 32 countries across 4 continents. EEE is a holding company holding the Iberian and Latin American electricity and gas businesses of the Enel group of companies (the Enel Group). ELA is a holding company holding the Latin American electricity and gas businesses of the Enel Group, including Enersis. Endesa is a publicly traded Spanish electricity generation and distribution company.
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The business addresses of the Reporting Persons are:
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(a)��
Enel: Viale Regina Margherita 137, 00198 Rome, Italy
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(b)��
EEE: Ribera del Loira 60, 28042 Madrid, Spain
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(c)��
ELA: Ribera del Loira 60, 28042 Madrid, Spain
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In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors and executive officers of the Reporting Persons is set forth in Schedule A to this Statement and is incorporated herein by reference in its entirety. None of the directors or executive officers of the Reporting Persons has beneficial ownership of any securities of Enersis nor had any transactions in selling or buying such securities in the past 60 days.
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During the past five years, the Reporting Persons (including their directors and executive officers set forth in Schedule A) were not a party to a criminal (excluding traffic violations or similar misdemeanors) or civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Page�6�of 10 Pages


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Item 3.
Source and Amount of Funds or Other Consideration.

The description of the transaction set forth in Item 4 below is incorporated herein by reference in its entirety into this Item 3.
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EEE paid a total purchase price of���8.25 billion to acquire a 60.62% ownership interest held directly and indirectly by Endesa in Enersis. Enel Finance International N.V. (Enel Finance), a Dutch wholly-owned subsidiary of Enel, provided EEE an intercompany short term loan facility of up to �8.25 billion in order to fund the purchase. A copy of the intercompany short term loan facility is filed as an exhibit to this Statement and is incorporated by reference herein.
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Item�4.
Purpose of Transaction.
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On October 23, 2014, as part of Enels previously announced plan to reorganize its activities in Iberia and Latin America described below, Enel, through its wholly-owned subsidiary EEE, purchased the 60.62% beneficial ownership interest in the capital stock of Enersis held directly and indirectly by Endesa (the Acquisition). The Acquisition was made pursuant to a Stock Acquisition Agreement (the Agreement) between EEE and Endesa. Pursuant to the terms of the Agreement, EEE acquired a 20.3% beneficial ownership interest in Enersis held directly by Endesa and a 100% ownership interest in ELA, which holds a 40.32% beneficial ownership interest in Enersis. The 60.62% beneficial ownership interest consists of an aggregate of 29,762,213,531 shares of Common Stock. The aggregate purchase price was �8.25 billion, based on an approximate implied value per Enersis share of 215 Chilean pesos. The sale of Endesas 60.62% beneficial ownership interest in Enersis was approved by the Board of Directors of Endesa on September 17, 2014 and the shareholders of Endesa on October 21, 2014.
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The Agreement provides that if, within two years of the execution of the Agreement, a third-party purchases in cash all or part of the Common Stock held directly or indirectly by EEE (or any other Enel Group company) for a price per share that exceeds the price per share paid under the Agreement and such purchase causes EEEs (or the Enel Groups) aggregate direct or indirect ownership interest in Enersis to fall below 60.62%, then EEE will be required to pay Endesa an amount equal to (i) the difference between (A) the price per share paid in the third-party acquisition and (B) the price per share initially paid to Endesa under the Agreement, multiplied by (ii) the number of shares purchased by such third-party, to the extent that such purchase reduces the interest of Enel Group in Enersis below 60.62% of Enersis share capital.
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Under the Agreement, EEE waives its right to bring any liability claims against Endesa with respect to ELA and Enersis and their respective businesses. As a result, the purchase price specified in the Agreement will, under no circumstances, be adjusted downwards.
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Prior to the Acquisition, Enel and EEE held an indirect ownership interest in Enersis through EEEs 92.1% ownership interest in Endesa. In July 2014, Enel announced a plan to
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Page 7 of 10 Pages
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reorganize the Enel Groups activities in Iberia and Latin America by grouping its Latin American operation under EEE and focusing Endesas businesses on the Iberian market. The reorganization would be implemented by means of the Acquisition and an extraordinary cash dividend to be paid to all Endesa shareholders, including EEE, in an aggregate amount at least equal to the amount Endesa would receive from EEE in the Acquisition. The extraordinary dividend was approved by the shareholders of Endesa on October 21, 2014 and was paid on October 29, 2014.
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As discussed above, the Reporting Persons, as majority shareholders of the Issuer, had and continue to have control over the Issuer, both prior to and after the Acquisition. The Reporting Persons intend to review their investment in the Issuer and have discussions with representatives of the Issuer and/or other stockholders of the Issuer from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D enumerated below. The Reporting Persons specifically reserve the right to propose changes in the board of directors or management of the Issuer, although the Reporting Persons do not have any present plans or proposals that would result in a change of control of the Issuer. Any action or actions the Reporting Persons might undertake in respect of the Common Stock will be dependent upon the Reporting Persons review of numerous factors, including, among other things, the price level and liquidity of the Shares; general market and economic conditions; ongoing evaluation of the Issuers business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.
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Except to the extent set forth above, or in any other Item hereof, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the following matters set forth in Item 4 of Schedule 13D:
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(a)��
The acquisition or disposition by any person of additional securities of the Issuer;
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(b)��
An extraordinary corporate transaction involving the Issuer or any of its subsidiaries such as a merger, reorganization, or liquidation;
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(c)��
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)��
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)��
Any material change in the present capitalization or dividend policy of the Issuer;
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Page 8 of 10 Pages
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(f)��
Any other material change in the Issuers business or corporate structure;
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(g)��
Changes in the Issuers charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)��
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)��
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
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(j)��
Any action similar to any of those enumerated above.
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Item�5.
Interest in Securities of the Issuer.
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(a)�����������As described in Item 4 above, Enel beneficially owns 100% of EEE, which holds 20.3% of the Common Stock directly, and 40.32% of the Common Stock of the Issuer indirectly through its wholly-owned subsidiary, ELA. The aggregate 60.62% beneficial ownership interest in Enersis acquired by EEE consists of 29,762,213,531 shares of Common Stock.
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(b)�����������Based on the relationships reported under Item 2 above, Enel, as ultimate parent of EEE and ELA, may be deemed to have shared voting and dispositive power with respect to the 29,762,213,531 shares of Common Stock owned by EEE and ELA. EEE, as a wholly-owned subsidiary of Enel, may be deemed to have shared voting and dispositive power with Enel with respect to the 9,967,630,058 shares of Common Stock that it directly owns. EEE, as the direct parent of ELA, may also be deemed to have shared voting and dispositive power with respect to the 19,794,583,473 shares of Common Stock owned by ELA. The responses of the Reporting Persons to Rows (7) through (10) of the cover pages of this Statement are incorporated herein by reference.
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(c)�����������Except as described above, during the past 60 days, there were no transactions in Shares or any securities directly or indirectly convertible into or exchangeable for the Shares of Enersis, by any of the persons identified in Item 2 above.
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(d)�����������Not applicable.
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(e)�����������Not applicable.
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Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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None of the Reporting Persons or to their knowledge, any executive officer or director of the Reporting Persons, has any other contracts, arrangements, understandings or
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Page�9 of 10 Pages
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relationships with any persons with respect to the securities of the Issuer, except as described in this Statement.
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Item 7.
Material to be Filed as Exhibits.
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Exhibit 1.
Joint Filing Agreement required by Rule 13d-1(k)(1).
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Exhibit 2.
Stock Acquisition Agreement dated October 23, 2014 between Endesa and EEE.
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Exhibit 3.
Intercompany Short Term Loan Facility Agreement dated October 21, 2014 between Enel Finance and EEE.
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Page 10 of 10 Pages

SIGNATURE
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After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
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Dated:���� November 3, 2014
ENEL S.P.A.
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By:
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� /s/ Fabio Bonomo
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����� ��� Name:� Fabio Bonomo
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��������� Title:� Head of Corporate Affairs
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ENEL ENERGY EUROPE, S.R.L.
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By:
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� /s/ Rafael Fauqui� Bernal
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�������� Name: Rafael Fauqui� Bernal
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�������� Title: Representative
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ENDESA LATINOAM�RICA, S.A.
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By:
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� /s/ Rafael Fauqui� Bernal
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�������� Name: Rafael Fauqui� Bernal
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�������� Title: Secretary of the Board of Directors
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Schedule A
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Directors and Executive Officers of the Reporting Persons.
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The following tables sets forth the name, business address, present principal occupation or employment (and address of such organization) and citizenship of each director and executive officer of the Reporting Persons.
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I.��
���� Enel S.p.A.
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A.��
Directors
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Name
Present Principal Occupation or Employment and Business Address
Nationality
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Maria Patrizia Grieco
Chairman of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Francesco Starace
Chief Executive Officer of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Alessandro Banchi
Chairman of the supervisory board of Biotest A.G.
Biotest A.G.
Landsteinerstra�e 5
63303 Dreieich, Germany
Italy
Alberto Bianchi
Partner at Alberto Bianchi and Associates Law Firm
Via Palestro 3
50123 Florence, Italy
Italy
Paola Girdinio
Professor of Engineering at the University of Genoa
Via Balbi 5
16126 Genoa, Italy
Italy
Salvatore Mancuso
Founder of Equinox S.A., a Luxembourg-based private equity firm
Place du Th��tre 5
L-2613, Luxembourg
Italy
Alberto Pera
Partner at the Gianni, Origoni, Grippo, Cappelli & Partners Law Firm
Via delle Quattro Fontane 20
00184 Rome, Italy
Italy
Anna Chiara Svelto
Chief of Legal and Compliance Affairs at the Pirelli Group
Viale Piero e Alberto Pirelli 25
20126 Milan, Italy
Italy
Angelo Taraborrelli
Director of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy

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A-1
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B.��
Executive Officers
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Name
Present Principal Occupation or Employment and Business Address
Nationality
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Livio Gallo
Title: Head of Global Infrastructure and Networks
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Enrico Viale
Title: Head of Global Generation
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Claudio Machetti
Title: Head of Global Trading
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Francesco Venturini
Title: Head of Renewable Energies
(Chief Executive Officer and General Manager of Enel Green Power)
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
United States
Marco Arcelli
Title: Head of Upstream Gas
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Carlo Tamburi
Title: Head of Country Italy
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Jos� Dami�n Bogas G�lvez
Title: Head of Country Iberia
(Chief Executive Officer of Endesa, S.A.)
Endesa, S.A.
Ribera del Loira 60
28042 Madrid, Spain
Spain
Ignacio Anto�anzas Alvear
Title: Head of Latin America
(Chief Executive Officer of Enersis S.A.)
Enersis S.A.
Santa Rosa 76
Santiago, Chile
Spain
Luca DAgnese
Title: Head of Eastern Europe
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy

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A-2
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Luigi Ferraris
Title: Head of Administration, Finance and Control
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Francesca Di Carlo
Title: Head of Human Resources and Organization
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy




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A-3
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II.��
Enel Energy Europe, S.R.L.
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A.��
Directors
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Name
Present Principal Occupation or Employment and Business Address
Nationality
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Francesco Starace
Chief Executive Officer of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Italy
Francisco de Borja Acha Besga
General Counsel of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Spain
Borja Prado Eulate
Chairman of Endesa, S.A.
Endesa, S.A.
Ribera del Loira 60
28042 Madrid, Spain
Spain
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B.��
Executive Officers
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Name
Present Principal Occupation or Employment and Business Address
Nationality
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Paolo Bondi
Title: Chief Financial Officer of Endesa, S.A.
Endesa, S.A.
Ribera del Loira 60
28042 Madrid, Spain
Italy
Francisco de Borja Acha Besga
Title: General Counsel of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Spain












A-4
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III.��
Endesa Latinoam�rica, S.A.
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A.��
Directors
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Name
Present Principal Occupation or Employment and Business Address
Nationality
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Ignacio Anto�anzas Alvear
Head of Latin America of Enel S.p.A. and Chief Executive Officer of Enersis S.A.
Enersis S.A.
Santa Rosa 76
Santiago, Chile
Spain
Paolo Bondi
Chief Financial Officer of Endesa, S.A.
Endesa, S.A.
Ribera del Loira 60
28042 Madrid, Spain
Italy
Francisco de Borja Acha Besga
General Counsel of Enel S.p.A.
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome, Italy
Spain

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B.��
Executive Officers
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Name
Present Principal Occupation or Employment and Business Address
Nationality
Ignacio Anto�anzas Alvear
Title: Head of Latin America of Enel S.p.A. and Chief Executive Officer of Enersis S.A.
Enersis S.A.
Santa Rosa 76
Santiago, Chile
Spain
Rafael Fauqui� Bernal
Title: Secretary of the Board of Directors of Endesa Latinoam�rica, S.A.
Endesa, S.A.
Ribera del Loira 60
28042 Madrid, Spain
Spain
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A-5
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Exhibit 1
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JOINT FILING AGREEMENT
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(as required by Item�7 of Schedule 13D)
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In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D with respect to the securities of the above referenced issuer and any and all amendments thereto and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
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Dated:��� November 3, 2014
ENEL S.P.A.
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By:
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� /s/ Fabio Bonomo
 � �
�
��������� Name:� Fabio Bonomo
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��������� Title: �Head of Corporate Affairs
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�
ENEL ENERGY EUROPE, S.R.L.
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�
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By:
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�
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� /s/ Rafael Fauqui� Bernal
 �
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����������Name:� Rafael Fauqui� Bernal
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��������� Title:� Representative
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ENDESA LATINOAM�RICA, S.A.
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By:
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�/s/ Rafael Fauqui� Bernal
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��������� Name:� Rafael Fauqui� Bernal
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��������� Title:� Secretary of the Board of Directors



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Exhibit 2
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Share Purchase Agreement
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BY AND BETWEEN
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ENDESA, S.A.
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as Seller
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and
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ENEL ENERGY EUROPE,�S.R.L.
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as Purchaser
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Madrid, 23 October 2014

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INDEX
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1.
DEFINITIONS
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2.
PURPOSE
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3.
PRICE AND PAYMENT
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3.1
Price
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3.2
Payment of the Price
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4.
DELIVERY OF THE SHARES AND REGISTRATION OR RECORD OF THEIR TRANSFER
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4.1
Endesa Latam Shares
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4.2
Enersis Shares
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5.
MINIMUM PRICE GUARANTEE
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6.
SETTLEMENT OF ENDESA LATAMS INTRAGROUP DEBT
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7.
REPLACEMENT OF GUARANTEES ISSUED BY THE SELLER
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8.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
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8.1
Representations and Warranties of the Parties
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8.2
Seller's Representations and Warranties
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8.3
Purchaser's Representations and Warranties
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9.
GENERAL
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9.1
Taxes and expenses
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9.2
Assignment
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9.3
Amendment
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9.4
Waivers
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9.5
Notices
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9.6
Partial severability or supervening illegality
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9.7
Entire Agreement. Prevailing Agreement
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10.
GOVERNING LAW AND JURISDICTION
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10.1
Governing Law
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10.2
Jurisdiction
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In Madrid, on 23 October 2014, this share purchase agreement (the Agreement) was signed by and between
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THE PARTIES
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I.
Of the one part,
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Endesa,�S.A. (Endesa or the Seller), a company duly incorporated under the laws of Spain, with registered offices located in Madrid, at calle Ribera del Loira, n��60, filed with the Commercial Registry of Madrid and holder of Spanish Tax Identification Number (N.I.F.) A-28023430, and Chilean Sole Tax Registry (R.U.T.) no. 59.066.580-0.
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Endesa is duly represented by Mr. Joaqu�n Valc�rcel Mart�nez, of legal age, a Spanish citizen, single, with National Identification Number 00813704-X and address for professional purposes located in Madrid, at Calle Ribera del Loira, 60, acting herein in his capacity as Proxy by virtue of the deed granted on 15 October 2014 before the Notary Public of Madrid, Mr. Francisco Javier Gardeaz�bal del R�o, under number 2,299 of his public records.
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II.
And of the other,
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Enel Energy Europe,�S.R.L. (Enel Energy or the Purchaser), a sole-shareholder company (sociedad unipersonal) duly incorporated under the laws of Spain, with registered offices located in Madrid, at calle Ribera del Loira, n. ��60, filed with the Commercial Registry of Madrid and holder of Spanish Tax Identification number (N.I.F.) B-85721025, and Chilean Sole Tax Registry (R.U.T.) no. 59.206.250-K, which is duly represented by Mr. Francisco de Borja Acha Besga, of legal age�and a Spanish citizen, married, holder of National Identification number 05263174-S, with address for professional purposes located in Madrid, at Calle Ribera del Loira, 60, acting herein in his capacity as Proxy by virtue of the deed granted on 15 October 2014 before the Notary Public of Madrid, Mr. Francisco Javier Gardeaz�bal del R�o, under number 2,301 of his public records.
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Hereinafter, the Seller and the Purchaser shall be referred to collectively as the Parties and individually as a Party.
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RECITALS
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I.
Whereas Endesa is the legitimate owner holding full title to the entire share capital of Endesa Latinoam�rica, S.A.U. (Endesa Latam), which capital is divided into 796,683,058 ordinary shares with a face value of 1 euro each, being numbered from 1 to 796,683,058, both inclusive. They are fully subscribed and paid in and are free of any pledges (the Endesa Latam Shares). Annex I indicates the share certificate that identifies the Endesa Latam Shares that are owned by Endesa (the Share Certificate of the Endesa Latam Share).
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II.
Whereas Endesa Latam is a public limited company (sociedad an�nima) incorporated for an indefinite period of time by means of the public deed executed before the Notary Public of Madrid, Mr. Santiago Rubio Liniers, on 26 January 1998, under number 206 of his public records and under the name Endesa Internacional, S.A.,
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filed with the Commercial Registry of Madrid, at Volume 12797, Page 144, Section 8, Sheet M-205.375. Its registered office is located at Calle Ribera del Loira, 60 Madrid (Spain), and it holds Tax Identification number (N.I.F.) A-81932873. The company changed its original name for the one that it uses currently by means of the deed granted before the Notary Public of Madrid, Mr. Andr�s Dom�nguez Nafr�a, on 10 July 2008 under number 2,289 of his public records.
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III.
Whereas Endesa is the legitimate owner and holds full title to 9,967,630,058 ordinary nominative no-par value shares of the same series, which were issued by Enersis S.A. (Enersis) and represent 20.3% of the company's share capital. They are totally subscribed and paid in, and they are free of any pledges (the Enersis Shares), as recorded at the D.C.V. Registros, S.A. (DCVR) pursuant to Share Certificate no. 714,897 (the Share Certificate of Enersis Shares), according to what is stated in the Certificate of Share Ownership and the Certificate of Share Balance, both of which were issued by the DCVR and are attached hereto as Annex V. Said shares were subscribed and paid in by Endesa, pursuant to the share subscription agreement executed as a private document with Enersis on 21 March 2013, pursuant to Endesa's participation in the capital increase agreed by the latter company in the Extraordinary General Shareholders Meeting that was held on 20 December 2012, whose minutes were recorded in the public deed executed on 28 December 2012 before the Notary Public of Santiago, Mr.�Iv�n Torrealba Acevedo, the extract of which was registered under Sheet 3562 number 2344 of the Commercial Registry for Real Estate and Commerce in Santiago (Registro de Comercio del Conservador de Bienes Ra�ces y Comercio de Santiago) for the year 2013, and published in the Official Gazette under number 40,456 on 11 January 2013.
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IV.
Whereas Enersis, holder of Sole Tax Registry (R.U.T.) no. 94,271,000-3, is a Chilean public limited company (sociedad an�nima abierta) registered under number 175 in the Securities Registry of the Superintendence for Securities and Insurance in Chile (Registro de Valores de la Superintendencia de Valores y Seguros de Chile). It was incorporated under the corporate name of Compa��a Chilena Metropolitana de Distribuci�n El�ctrica, pursuant to the public deed of 19 June 1981, which was amended by the public deed of 13 July 1981, both of which deeds were authorised by the Notary Public of Santiago Mr.�Patricio Zald�var Mackenna. By means of resolution no. 409-S of 17 July 1981, its incorporation was authorised and its By-laws approved. An extract of the authorisation for incorporation and approval of the By-laws were registered on sheet 13,099 number 7,269 at the Commercial Registry for Real Estate and Commerce in Santiago, for the year 1981 and it was published in the Official Gazette on 23 July 1981. After its incorporation, Enersis amended its By-laws on several occasions, the last of which being the capital increase set forth under Recital�III above. Enersis' registered office is located at calle Santa Rosa 76, in the city of Santiago, Chile. The Enersis shares are listed on the Stock Exchanges of Santiago de Chile, New York and the Latibex.
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V.
Whereas on 11 September 2014 Endesa received a binding offer from Enel Energy (a wholly-owned subsidiary of Enel and majority shareholder of Endesa, holding 92.06% of its share capital) for Enel Energy to acquire (i) 100% of the Endesa Latam Shares (a
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company that is, in turn, owner of 40.32% of the share capital of Enersis, S.A.) and (ii) 100% of Enersis Shares, which, in turn, represent 20.3% of the share capital of Enersis (the Transaction).
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VI.
Whereas Endesas Board of Directors, in its meeting of 17 September 2014, decided to accept the proposal it received from the Independent Committee created on 30 July 2014, consisting of their recommendation to approve Enel Energys offer, which also received favourable support from Endesas Audit and Compliance Committee, along with the related transaction, once all the relevant reports were received from the financial, strategic and legal consultants that Endesa hired to assess, from the standpoint of Endesas corporate interests, Enel Energys binding offer to purchase the Endesa Latam Shares and the Enersis Shares.
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VII.
Whereas, as a result thereof, Endesas Board of Directors, in its meeting of 17 September 2014, decided to accept the binding offer to purchase Endesas business in Latin America, subject to the approval of Endesas General Shareholders Meeting, which offer it received from Enel, S.p.A., via Enel Energy, and is mentioned in Recital V above.
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VIII.
Whereas, on 21 October 2014 Endesas General Shareholders Meeting met and decided, amongst other matters, to approve the Transaction, consisting of the purchase of the Endesa Latam Shares and the Enersis Shares by Enel Energy.
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IX.
Whereas, as a result thereof, Enel Energy would like to purchase and acquire the Endesa Latam Shares and the Enersis Shares owned by Endesa, by paying the Price, and Endesa desires to sell such shares and transfer them to Enel Energy according to the terms and conditions set forth in this Agreement.
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The Parties, pursuant to the foregoing, agree to enter into this Agreement, which shall be governed by the following
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CLAUSES
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1.
DEFINITIONS
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For the purposes of this Agreement, unless otherwise required by the context, any terms that are capitalized shall have the meaning assigned to them in this Agreement or in Annex 1 attached hereto, and the grammatical variations that may exist for said terms shall have the relevant meaning.
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2.
PURPOSE
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By means of this Agreement and in accordance with the terms and conditions set forth herein, Endesa sells, assigns and transfers full title to the Endesa Latam Shares and the Enersis Shares, including all rights related thereto and free of any pledges, to Enel Energy, which purchases, accepts and acquires them in exchange for the simultaneous payment of the Price.
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The shares that are object of the sale and which are transferred to the Purchaser have been duly issued, validly subscribed, fully paid in and are free of pledges.
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Notwithstanding what is set forth in this Agreement, in relation to the Enersis Shares, and for the purposes of complying with the applicable laws in Chile related to the statutory formalities required to transfer shares of Chilean public limited companies, Endesa and Enel Energy are entering into on the same date hereof and in a separate agreement, a private share transfer document executed in the presence of two witness of legal age, in accordance with the stipulations of Article�38 of the Regulations for Public Limited Companies in Chile (Reglamento de Sociedades An�nimas de Chile), copy of which document is attached hereto as Annex 2 (the Enersis Share Transfer), which shall be governed by the laws of the Republic of Chile.
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3.
PRICE AND PAYMENT
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3.1
Price
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The Parties agree to an overall price of EUR 8,252,900,000 for the Endesa Latam Shares and the Enersis Shares (the Precio), which is divided as follows: EUR 5,440,695,469.50 for the Endesa Latam Shares and EUR 2,812,204,530.50 for the Enersis Shares, which represents an implicit price of EUR 0.28213371825 for each Enersis share.
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3.2
Payment of the Price
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On the date hereof Enel Energy pays Endesa the Price by means of a bank transfer of immediately available funds whose value date is the same as that of the transfer, which are deposited in the current account no. ES22 1474 0000 1200 0156 4021/CITIESMXXXX, opened under Endesas name in Citibank.
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Upon payment of the Price by the Purchaser, the Seller issues a complete and formal receipt for the amounts received.
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4.
DELIVERY OF THE SHARES AND REGISTRATION OR RECORD OF THEIR TRANSFER
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4.1
Endesa Latam Shares
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Endesa hereby (i) endorses the Share Certificate of the Endesa Latam Shares that are object of the sale, to Enel Energy; and (ii) delivers to Enel Energy the Certificate issued by Endesa Latams Board of Directors in relation to their compliance with the statutory regulations and covenants under the By-laws to freely transfer the Endesa Latam Shares and, consequently, it transfers the full possession of said Endesa Latam Shares, free of any pledges, to Enel Energy. The Purchaser assumes all the political and economic rights and obligations that may arise from said shares as from the Agreement Date.
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In addition, the transfer of the Endesa Latam Shares to Enel Energy is also recorded in Endesa Latams Shareholders Ledger (Libro Registro de Acciones Nominativas) at this time.
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4.2
Enersis Shares
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With regard to the Enersis Shares and bearing in mind that Share Certificate no. 714,897 was not physically issued, the presentation by Enel Energy of the relevant Enersis Share Transfer to the DCVR (the entity in charge of the administration of Enersis share registry) shall be sufficient, according to applicable Chilean laws, for said entity to record Enel Energy as the
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sole owner of the Enersis Shares in its registry and it will not be necessary to carry out any further steps.
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5.
MINIMUM PRICE GUARANTEE
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The Parties agree that if, within two years from the Agreement Date, some third party that does not form part of the Enel Group or the Endesa Group were to purchase from Enel Energy or from any company in the Enel Energy Group, all or part of the Enersis shares that are owned directly or indirectly by Enel Energy (or by any company in the Enel Group) for an implicit cash price per Enersis share that is higher than what would be the result of applying the implicit price per Enersis share that arises from the Price established in this Agreement and if, by means of said acquisition, Enel Energy (or any company in the Enel Group) were to directly or indirectly decrease its stake in Enersis to an amount that represents less than 60.62% of the share capital, then the Purchaser shall be bound to pay the Seller an amount that is equivalent to the difference between (i) the implicit price per Enersis share for said acquisition and (ii) the implicit price per Enersis share that comes from the Price stipulated in this Agreement, multiplied by the number of Enersis shares that are directly or indirectly object of said third-party acquisition insofar that they cause the Enel Groups stake to drop below 60.62% of the share capital.
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Under no circumstances shall this clause be applicable to corporate restructuring transactions within the Enel Group.
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6.
SETTLEMENT OF ENDESA LATAMS INTRAGROUP DEBT
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The Purchaser undertakes to have Endesa Latam pay Endesa Financiaci�n de Filiales, S.A. the balance existing in the intragroup or intercompany current account that Endesa Latam has kept with said entity up to the Agreement Date, as well as to directly or indirectly provide Endesa Latam with the funds it needs to do so.
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7.
REPLACEMENT OF GUARANTEES ISSUED BY THE SELLER
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For the purposes of this Agreement, Seller's Guarantees shall be understood to be the guarantees mentioned in Annex 7 and any other guarantees that were issued by the Seller in relation to compliance by Endesa Latam or its subsidiaries of certain obligations for the benefit of the respective creditors.
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As from the Agreement Date, the Purchaser undertakes to carry out any actions that may be necessary to release the Seller from any liabilities that may derive from the Sellers Guarantees. The Seller may totally or partially waive compliance with this obligation in relation to those guarantees it deems suitable. In any case, until the Seller obtains an express declaration from the respective beneficiaries confirming the cancellation of the Sellers Guarantees and the release of the Seller from any liability deriving therefrom, the Purchase shall hold the Seller harmless for any damages that it may suffer as a consequence of the enforcement of any of the Sellers Guarantees, once this Agreement is signed.
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The Purchaser also undertakes, from the Agreement Date, to release the Seller from having to comply with any other obligations that it may have undertaken as a shareholder of Endesa Latam and/or Enersis, except those for which the Seller is legally responsible.
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8.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
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The Parties represent and warrant that the representations and warranties that are set forth under Clauses 8.1 and 8.2 and 8.3 below are true, accurate and complete and that they have executed this Agreement trusting the veracity thereof.
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8.1
Representations and Warranties of the Parties
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Each of the Parties individually represent and warrant vis-�-vis the other Party that, at the Agreement Date, the representations and guarantees that are listed below are true, undertaking to hold the other Party harmless for any falsehood or inaccuracy therein.
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a)
Each of the Parties is a company that has been duly incorporated and validly exists in accordance with Spanish law and each holds full legal capacity to execute this Agreement and comply with the obligations that derive therefrom.
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b)
The Agreement constitutes legal obligations that are valid and binding for each of the Parties; they are opposable according to their respective terms and conditions, notwithstanding the fact that (i) their enforcement is subject to the laws governing bankruptcy, insolvency, corporate restructuring, delay in payment or other similar matters and (ii) the request for a specific enforcement or adoption of precautionary measures may be subject to allegations and the decisions of the court that hears the relevant proceedings.
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c)
For the execution and performance of this Agreement, neither of the Parties need the consent, approval or authorisation of any administrative, regulatory or court authority, or authority of any other type, that has not already been obtained prior to the Agreement Date.
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8.2
Seller's Representations and Warranties
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The Seller represents and warrants to the Purchaser that at the Agreement Date the representations and warranties that are listed below are true, undertaking to hold the Purchaser harmless for any falsehood or inaccuracy therein.
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a)
The Seller declares that it is the only legitimate owner, holding full title to shares representing 100% of the Endesa Latams share capital, whose shares are fully subscribed, paid in and free of any pledges.
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b)
The Seller declares that it is the only legitimate owner and that it holds full title to 9,967,630,058 ordinary nominal Enersis non-par value shares of the same series, which represent 20.3% of the share capital and are fully subscribed, paid in and free of any pledges.
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8.3
Purchaser's Representations and Warranties
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The Purchaser represents and warrants to the Seller that it has full and satisfactory knowledge of Endesa Latams and Enersis legal, equity, tax, financial and commercial situation and that it waives its right to any claim that it might be entitled to vis-�-vis the Seller for the correction of hidden defects, in the broadest sense that is applicable under law.
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9.
GENERAL
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9.1
Taxes and expenses
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Unless expressly established otherwise in this Agreement, (i) any taxes that arise in relation to the sale of the Endesa Latam Shares and the Enersis Shares shall be borne by the Parties according to the provisions of applicable laws and (ii) each Party shall assume those expenses of the sale for which it is responsible. In addition, any Notary Public fees that arise from publicly recording this Agreement shall be borne equally by the Purchaser and the Seller.
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9.2
Assignment
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This Agreement and the rights and obligations set forth herein may not be assigned, delegated or in any other manner transferred by either of the Parties without the prior written consent of the other Party. Any attempt at assignment, in violation of this Clause 9.2 shall be null and void.
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9.3
Amendment
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This Agreement may not be amended, changed or complemented except by means of a written document that is duly signed by the Purchaser and the Seller.
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9.4
Waivers
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Neither of the Parties may waive any provision under this Agreement, issue its consent or approval according to the terms required under the Agreement, or issue its consent or approval so that the other Party ceases in its performance, unless the foregoing is set forth in writing and it is signed by the Party from whom said waiver, consent or approval is requested. Waivers, consents or approvals shall only be effective for specific cases and for the purposes for which they were granted. Under no circumstances shall a breach or delay committed by one of the Parties when performing any provision or part of this Agreement be interpreted as (i) a waiver of the provision or a part thereof, or (ii) a loss of the right to demand that it be complied with in the future.
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9.5
Notices
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All notices, orders or any other type of notification that is or could be carried out in relation to this Agreement shall be carried out in writing or electronically.
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When a notice is sent to a Party at the relevant address established below (or any other address that said Party indicates for such purposes in writing and with the ten-day prior notice, in accordance with this Clause 9.5), and express and clear reference is made to this Agreement, the notices delivery date shall be understood as (a) the date on which it is delivered in person, by registered mail, or by any other courier service that provides evidence of the date and contents of the notice, and (b) the date on which it was sent, when the notice is sent by fax or any other electronic means within what are customary business hours for the place of receipt. Notwithstanding the foregoing, any type of notice that is carried out by fax or any other electronic means shall only be effective if said notice is also delivered in person or if it is deposited with a courier service that provides evidence of the date and the contents of the notice within a period of one business day from the time the delivery was made by fax or some other electronic means.
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The Parties establish the following addresses for the receipt of notices:
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(i)
ENDESA, S.A.
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Calle Ribera del Loira, 60 Madrid (SPAIN)
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To the attention of Mr. Joaqu�n Valc�rcel Mart�nez
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(ii)
ENEL ENERGY EUROPE,�S.R.L.
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Calle Ribera del Loira, 60 Madrid (SPAIN)
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To the attention of Mr. Francisco de Borja Acha Besga
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9.6
Partial severability or supervening illegality
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If any of the clauses of this Agreement are or become invalid, illegal or unenforceable, then the validity, legality and enforceability of the other clauses shall not, under any circumstances, be affected or harmed. In such cases the Parties shall negotiate in good faith new terms and conditions for the invalid, illegal or unenforceable clause so that their effect is as close as possible to that of the clause that was deemed invalid, illegal or unenforceable.
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9.7
Entire Agreement. Prevailing Agreement
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This Agreement and the relevant Enesis Share Transfer constitute the entire agreement between the Parties with respect to the transactions contemplated herein and it supersedes any prior agreements, commitments or negotiations between the Parties, whether written or oral, with respect to the subject matter hereof.
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The Parties recognise and accept that this Agreement and the relevant Enersis Share Transfer prevail over any other document that may formalise the transactions contemplated therein. Therefore, pursuant to said documents, the Parties undertake not to bring any action aimed at claiming, exercising rights that could trigger a claim, or exercising any other rights against the other Party that is not established for said Party under this Agreement.
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10.
GOVERNING LAW AND JURISDICTION
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10.1
Governing Law
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This Agreement shall be governed by Spanish common law.
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In addition, the Parties undertake to thoroughly comply with the applicable laws and regulations of the Republic of Chile in relation to the share transfer that is agreed in this Agreement and in the relevant Enersis Share Transfer.
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10.2
Jurisdiction
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For the resolution of any dispute, conflict or claim deriving from this Agreement or which may arise in relation thereto, the Parties agree to resolve their differences in good faith for a period of one month. Once said period has elapsed, if they have not reached an agreement,
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they expressly submit themselves to the exclusive jurisdiction of the courts in Madrid (Spain), expressly waiving their right to any other jurisdiction that may pertain to them.
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IN WITNESS WHEREOF, the Parties enter into this Agreement on the date and at the place indicated ut supra, signing a single original.
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� ENEL ENERGY EUROPE, S.R.L. � � ENDESA, S.A.
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� As Purchaser
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� /s/ FRANCISCO DE BORJA ACHA BESGA
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� /s/ JOAQU�N VALC�RCEL MART�NEZ

� MR. FRANCISCO DE BORJA ACHA BESGA
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� MR. JOAQU�N VALC�RCEL MART�NEZ
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Annex 1
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Definitions
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Annexes
Means the documents that accompany this Agreement and which form an integral part thereof.
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Business Day
Means any day of the week, from Monday to Friday (both inclusive) except for those days that are considered holidays by the Regional Government of Madrid (Comunidad Aut�noma) and/or city of Madrid, according to that set forth in the labour law in force.
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Agreement Date
Means the date this Agreement was signed.
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Sellers Guarantees
Means what is established under Clause 7 of this Agreement.
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Endesa Group
Means Endesa, S.A. (Endesa or the Seller), a company that is duly incorporated under the laws of Spain, with registered offices located in Madrid, at calle Ribera del Loira, no. 60, filed with the Commercial Registry of Madrid and holder of Tax Identification number (N.I.F.) A-28023430, as well as all the companies that are related to it according to the situation stipulated under Article 4 of the Stock Market Act (Ley del Mercado de Valores); and, for the purposes of this Agreement, the companies belonging to the Endesa Group shall not be considered as part of the ENEL Group, unless it is expressly stated otherwise.
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Enel Group
Means Enel,�S.p.A., an Italian company, with registered offices located in Rome, at Viale Regina Margherita, 137, filed with the Companies Registry at the Chamber of Commerce in Rome, under tax identification number 00811720580, R.E.A. 756032, P.I. 00934061003 (ENEL) and any other company, aside from those that form part of the ENDESA Group, that are related to ENEL in the manner set forth under the applicable laws in Italy for a company to be considered as part of a corporate group, or, in lack thereof, in the manner set forth in the applicable Spanish laws. In particular, Enel Energy, sociedad unipersonal (sole-member company) (a wholly-owned subsidiary of ENEL) forms part of the ENEL Group.
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Price
Means the sales price of the Stake, determined in accordance with that set forth in Clause 3.1 of this Agreement.
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Transaction
Has the meaning assigned to it under Recital VI of this Agreement.
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Exhibit 3
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To:
Enel Finance International N.V.
471, Herengracht
1017 BS Amsterdam
The Netherlands
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Attn.:
Mr. Fabrizio Vachez


Madrid, October 21st , 2014

Re.:��Euro 8,253,000,000 Intercompany Short Term Loan Facility Agreement

Dear Sirs,

We are in receipt of your letter agreement, which is set forth below in its entirety:


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To:
Enel Energy Europe, S.L.U.
Ribera del Loira 60
28042 Madrid, Spain
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Attn.:
Mr. Paolo Bondi

Amsterdam, October 21st , 2014


Re.:��Euro 8,253,000,000 Intercompany Short Term Loan Facility Agreement


Dear Sirs,
In execution of the resolution of our Board of Directors dated 30 September 2014 and according to our Binding Offer dated 30 September 2014, we are willing to grant to Enel Energy Europe, S.L.U. a short term loan facility up to the aggregate amount of Euro 8,253,000,000 upon the terms and subject to the conditions herein contained.

Please, transcribe this letter in full on your letterhead, sign and return it to us to signify your agreement and acceptance of any Terms and Conditions.
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In particular Section 6), 10), 12), 17), 19), 20), 22), 24), 25), 26), 30) and 31) of the Intercompany Short Term Loan Facility Agreement n. 05/2014 have to be expressly approved for the purposes of Articles 1341 and 1342 of the Italian Civil Code.

Before the signing date, we kindly ask you to provide us with all documents as mentioned in the Annex 1 of the Intercompany Short Term Loan Facility Agreement n. 05/2014.

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INTERCOMPANY SHORT TERM LOAN FACILITY AGREEMENT n. �05/2014 (hereinafter the Agreement)

BETWEEN

Enel Finance International N.V. and Enel Energy Europe, S.L.U. (hereinafter collectively referred to as the "Parties" and individually as the Party)

Terms and Conditions
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1)�BORROWER
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Enel Energy Europe S.L., a legal entity, incorporated and operating under the laws of the Kingdom of Spain, having its corporate seat and its registered office at Madrid, c/ Ribera del Loira , 60, and registered with the Trade Register of the Chamber of Commerce of Madrid under the number B85721025 (hereinafter referred to as EEE or the Company).
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2)�BORROWER ACCOUNT
Current account with:
Citibank International PLC, Madrid
IBAN: ES76 1474 0000 1800 1248 0008
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SWIFT:CITIESMXXXX
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3)�LENDER
Enel Finance International N.V., a legal entity incorporated and operating under the laws of the Netherlands, having its corporate seat and its registered office at Herengracht 471, 1017 BS Amsterdam, registered with the Trade Register of the Chamber of Commerce of Amsterdam under number
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34313428.
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4)�LENDER ACCOUNT
Current account with:
CITIBANK, London�������������������������������������������
Account No.: 0017094701
IBAN:GB71 CITI 1850 0817 0947 01���������� �����������������������
Swift Code: CITIGB2L�
or any other settlement instruction as agreed by the Parties and as timely communicated��by the Lender.
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5)�COMMITMENT
Aggregate amount up to 8,253,000,000 (eight billion two hundred fifty three million).
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6)�CURRENCY
Euro.
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7)�UTILISATION DATE
The Borrower may utilise the Commitment only one time since the signature of this Agreement (hereinafter the Signing Date).
The utilisation under the Terms and Conditions will be disbursed on 23 October 2014 (hereinafter the Utilisation Date) for the total amount of Euro 8,253,000,000 (eight billion two hundred fifty three million) (hereinafter the Utilisation).
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8)�REPAYMENT DATE
The Repayment Date of the Utilisation will be on 29 October 2014. On the Repayment Date��the principal amount of the Utilisation, the accrued interest and any other payments due under this Agreement become due and have to be repaid to the Lender.
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9)�TERMINATION DATE
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31 December 2014.
If the Termination Date is not a Business Day, the Termination Date of this��Agreement will be the previous Business Day.
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10)�RATE OF INTEREST
Euribor��plus a Margin.
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11)�INTEREST FIXING
Bloomberg page EUROO 1W INDEX
The fixing of the Rate of Interest will be in advance 2 (two) Business Days before the Utilisation Date.
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12)�MARGIN
70 bps per annum
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13)�INTEREST PERIOD
The Interest Period will start on the Utilisation Date and will end on the Repayment Date.
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14)�DAYCOUNT FRACTION
Any interest under this Agreement will be accrued from day to day on the basis of Act/360 unadjusted.
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15)�BUSINESS DAY
Means a day on which the TARGET2 system is open for the settlement of payments in Euro and transactions can be effected in Amsterdam, Madrid, London and Rome.
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16)�INTEREST PAYMENT DATE
The Borrower shall pay interest on the last day of the Interest Period.
If the date for the payment is not a Business Day, the payment will be made the following Business Day.
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17)�COMMITMENT FEE
Not applicable.
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18)�USE OF FUNDS
Payment of the purchase price for the acquisition from Endesa, S.A. of (i) 20.3% of the shares of Enersis, S.A. and (ii) 100% of the shares of Endesa��Latinoam�rica, S.A.
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19)�CHANGE OF TERMS AND CONDITIONS
Not applicable.
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20)�TAXATION
All payments due under this Agreement will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of Spain unless such withholding or deduction is required by law. In such event the Borrower will pay such additional amounts as shall be necessary in order that the net amounts received by the Lender after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of this Agreement in the absence of such withholding or deduction and taking into account the recovery of such withholding or deduction by the Lender (tax gross up).
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The Lender shall, upon receipt of a written request of the Borrower, deliver to the Borrower a certificate of residence duly issued by the competent Tax authorities of its country of residence evidencing such Lender
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is resident for tax purposes in that country and, in the case of a Treaty Lender, also declaring that it is entitled to the benefits of the Tax Treaty.
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Each Party shall notify the other as soon as it is aware of any change or expected change on withholding tax dispositions affecting all payments due under this Agreement.
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21)�GUARANTEE
Not applicable.
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22)�ASSIGNMENTS
The Borrower may not assign any of��rights or benefits under this Agreement without the prior written consent of the Lender.
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23)�SENIORITY
In so far the Lender is a persona especialmente relacionada according to Spanish Insolvency Law, the obligations of the Borrower vis-�-vis the Lender will rank subordinated to any other unsubordinated obligations of the Borrower, otherwise they will rank pari passu with such unsubordinated obligations of the Borrower, save for such obligations as may be preferred by mandatory provisions of applicable law.
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24)�REPRESENTATION
The Borrower undertakes that any Representation made under the Terms and Conditions of this Agreement will be in full force and effect at any time until the Termination Date.
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25)�TERMINATION
This Agreement will be deemed terminated:�
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(i) Non payment The Borrower fails to pay any amount of principal, interest or any other sum payable under this Agreement, in the currency and in the manner specified herein, unless the Borrower has remedied within ten Business Days of the due date for payment (the Grace Period), by paying all sums as are at such time due from it together with interest on the basis of Section 10) and Section 12) above, plus an addition default margin of 1.00% and all costs and expenses, if any, incurred by the Lender.
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(ii) Insolvency - Insolvency procedures The Borrower is declared insolvent or makes a general assignment for the benefit of or a composition with its creditors or any steps are taken or legal proceedings are started for the dissolution, or winding up of the
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� Borrower or for the appointment of a receiver, administrator, or similar officer of the Borrower or all or any of the assets of the Borrower.
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(iii) Misrepresentation In case of any representation or statement made or deemed to be made by the Borrower in this Agreement is incorrect in any material aspect when made. The misrepresentation will be an Event of Default after 30 (thirty) calendar days (the Grace Period) following the notice sent from the Lender to the Borrower.
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(iv) Change of Control a) the Borrower ceases to be controlled by Enel Group; b) the Borrower merges or agrees to merge all or a substantial part of the business, asset or undertaking of the Borrower with any other person or entity and the creditworthiness of the Borrower following that merger is or will be, in the opinion of the Lender, materially weaker than the creditworthiness of the Borrower prior to the relevant merger. To this effect, Enel Group means Enel S.p.A. and the controlled companies pursuant to Article 2359 of the Italian Civil Code, as well as the companies controlled by a controlled company.
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The Borrower shall promptly notify the
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Lender upon becoming aware of any of the events describe above.
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26)�PREPAYMENT:
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-�Mandatory
The Borrower shall repay totally the outstanding utilised amount of the facility, the accrued interest and any other payments due under this Agreement upon the occurrence of an event indicated in the Section 25 of this Agreement with no penalty other than Break Costs (if applicable):
��immediately, as consequence of any Event of Default as indicated in Paragraphs d) (ii) and d) (iv) of Section 25;
��after the Grace Period as indicated in Paragraphs d) (i) and d) (iii) of Section 25.
In addition to the above, should the Borrower receive any liquid dividend on the shares of Endesa, S.A. owned by the Borrower before the Repayment Date, the Borrower shall repay the outstanding utilised amount of the facility��on the same date in which the Borrower receives any such dividend and for the amount so received net of taxes.
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27)�BREAK��COSTS
Unless otherwise stated, whenever a payment is made by the Borrower on a day other than the last day of an Interest Period, the Borrower shall pay Break Costs to the Lender on such payment.
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"Break Costs" means the amount (if any) by
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(a) the interest which the Lender should have received for the period from the date of receipt of all or any part of an Utilisation to the last day of the current Interest Period in respect of that Utilisation, had the principal amount received been paid on the last day of that Interest Period;
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exceeds:
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(b) the amount which the Lender would be able to obtain by placing an amount equal to the principal amount received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
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28)�ANNEXES
Annex 1: Conditions Precedent to Signing.
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29)�COMMUNICATIONS AND NOTICES
Any communication to be made under or in connection with this Agreement shall be made in writing (may be made by fax, or by letter) and anticipated by e-mail.
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The addresses for the communication are:
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For the Borrower:
Address: Ribera del Loira 60
Phone number: + 34 91 213 93 66
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Fax:+ 34 91 213 15 74
e-mail: a.garcia@endesa.es
Attn.: Adolfo Garc�a Nombela.
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For the Lender:
Address: Herengracht 471
1017 BS Amsterdam
The Netherlands
Phone number: +31 20 5818 774/779
Fax: +31 20 5218 799
Attn.: Authorized representative of Enel Finance International N.V.
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30)�GOVERNING LAW
Italian Law.
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31)�JURISDICTION
The Borrower and the Lender hereby irrevocably agree that the Italian jurisdiction and the courts sitting in Rome shall have exclusive jurisdiction to settle any disputes which may arise in connection herewith and, for such purposes, irrevocably submits to the jurisdiction of such courts. Such submission��to the jurisdiction of the courts of Rome shall not limit the right of the Lender to take proceedings against the Borrower in any court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) to the extent permitted by applicable law.
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32)�ADMINISTRATION
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The Lender will determine the interest amount payable, giving written notices to the Borrower.
In the event that an error is made when calculating the applicable Rate of Interest, verified at any moment during the current Interest Period, the Lender will immediately rectify it, and this rectification will be applied to the initial date of application of the incorrect rate.
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33)�MISCELLANEOUS
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The Annex 1 is an integral and substantial part of this Agreement.
Any amendment or supplement hereto shall be valid and effective only if formalized in writing and signed by authorized representatives of the Parties.
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Sincerely yours,
Enel Finance International N.V.


By: /s/ Fabrizio Vachez���������������
Name: Fabrizio Vachez
Title: Chief Operating Officer

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Annex 1


CONDITIONS PRECEDENT TO SIGNING


Before the Signing Date of this Agreement the Borrower shall��provide the Lender with all the following documents:
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a copy of the complete and up-to-date by-laws of the Borrower;
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2.��
a copy of the resolution of the Board of Directors (or Shareholders Meeting as the case may be) of the Borrower, approving the conclusion of this Agreement with Enel Finance International N.V.;
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3.��
a copy of the power of attorney authorizing an authorized signatory to execute this Agreement and any other document designated as finance documents or formal documents in relation thereto on behalf of the Borrower;
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4.��
a specimen of signature of each person authorized in the abovementioned point 3).

UNQUOTE:

We fully accept and agree to all above terms and conditions and signify our agreement by executing this letter.

We expressly approve the 6), 10), 12), 17), 19), 20), 22), 24), 25), 26), 30) and 31) for the purposes of Articles 1341 and 1342 of Italian Civil Code

Enel Energy Europe, S.L.U.


By: /s/ Paolo Bondi������������������
Name: Paolo Bondi���
Title:


Enel Energy Europe, S.L.U.


By: /s/ Salvador Montejo Velilla������������
Name: Salvador Montejo Velilla
Title:



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