DESCRIPTION OF THE NOTES

The notes are to be issued under an Indenture dated as of January 1, 1997 (the “Original Indenture”), between Endesa Chile and The Chase Manhattan Bank, as trustee, as amended and supplemented by the first supplemental indenture dated as of July 24, 2009 (the “First Supplemental Indenture”), between Endesa Chile and The Bank of New York Mellon (the “Trustee”), as successor trustee to The Chase Manhattan Bank, and a second supplemental indenture thereto to be entered into between Endesa Chile and the Trustee (the “Second Supplemental Indenture” and, collectively with the Original Indenture and the First Supplemental Indenture, the “Indenture”). The following summary of certain provisions of the Indenture and the notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, including the definitions therein of certain terms, and the form of certificate evidencing the notes. A copy of the Indenture has been or will be filed or incorporated by reference as an exhibit to the registration statement of which the accompanying prospectus is a part. Capitalized terms and some of the other terms used but not defined in the following description of the notes have the respective meanings specified in the Indenture. The following description of the particular terms of the notes supplements and, to the extent inconsistent, replaces the description in the accompanying prospectus under “Description of the Debt Securities.” As used in the following description of the notes, the terms “Endesa Chile,” “we,” “our” and “us” mean Empresa Nacional de Electricidad S.A., excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries.

General

The Indenture provides that Endesa Chile may issue debt securities (the “debt securities”) thereunder from time to time in one or more series and permits Endesa Chile to establish the terms of each series of debt securities at the time of issuance. The Indenture does not limit the aggregate amount of debt securities that may be issued by Endesa Chile thereunder.

The notes will constitute a series of debt securities under the Indenture, initially limited to US$400 million aggregate principal amount. Under the Indenture, Endesa Chile may, without the consent of the holders of the notes, “reopen” the series and issue additional notes from time to time in the future; provided that if the additional notes are not fungible with the notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number. The notes offered by this prospectus supplement and any additional notes we may issue in the future upon such a reopening will constitute a single series of debt securities under the Indenture. This means that, in circumstances where the Indenture provides for the holders of debt securities of any series to vote or take any action, the notes as well as any additional notes that we may issue by reopening the series, will vote or take that action as a single class.

The notes will mature on April 15, 2024. The notes will bear interest from April 15, 2014 at the rate of 4.250% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2014, to the persons in whose names the notes are registered, subject to certain exceptions as provided in the Indenture, at the close of business on March 31 or September 30, as the case may be, immediately preceding such April 15 or October 15. Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The notes will be unsecured and unsubordinated obligations of Endesa Chile. The notes will not be obligations of or guaranteed by any of our subsidiaries. See “—Ranking of Notes” below.

The notes will not be entitled to the benefit of any sinking fund and will not be subject to repurchase by Endesa Chile at the option of the holders. The notes will be subject to redemption at the option of Endesa Chile as described below under “—Optional Redemption.”

The notes will be issued only in fully registered form without coupons, in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The notes will be denominated and payable in U.S. dollars.

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The notes sold will initially be represented by global notes (as defined below) in book-entry form. Holders of interests in global notes will not be entitled to received notes in definitive certificated form registered in their names except in the limited circumstances described below. See “—Book-Entry System; Delivery and Form.”

The principal of and premium, if any, and interest on the notes will be payable at the office or agency maintained by Endesa Chile for that purpose in the Borough of Manhattan, The City of New York (the “Place of Payment”); provided that payments of interest may be made at the option of Endesa Chile by check mailed to the address of the persons entitled thereto or by transfer to an account maintained by the payee with a bank located in the United States; and provided, further, that payments on global notes will be made to The Depository Trust Company, as Depositary (the “Depositary”), or its nominee. The office or agency initially maintained by Endesa Chile for the foregoing purposes shall be the office of the Trustee in New York City designated for such purpose. No service charge shall be made for any registration of transfer or exchange of notes, but Endesa Chile may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

If any interest payment date, redemption date or maturity date of any of the notes is not a Business Day at any Place of Payment, then payment of principal, premium, if any, and interest need not be made at such Place of Payment on such date but may be made on the next succeeding Business Day at such Place of Payment, and no interest will accrue on the amount so payable for the period from and after such interest payment date, redemption date or maturity date, as the case may be.

Endesa Chile will not be required to issue, register the transfer of or exchange notes during the period beginning at the opening of business 15 days before any selection of notes to be redeemed and ending at the close of business on the day of that selection.

Ranking of Notes

The notes will be direct unsecured and unconditional general obligations exclusively of Endesa Chile and will not be obligations of any subsidiaries of Endesa Chile. Endesa Chile conducts a substantial part of its operations through subsidiaries. Therefore, Endesa Chile’s rights and the rights of its creditors, including holders of the notes, to participate in the assets of any subsidiary upon the subsidiary’s liquidation or reorganization will be subject to the prior claims of such subsidiary’s creditors, including creditors of Endesa Chile that enjoy the benefit of guaranties issued by such subsidiaries, except to the extent that Endesa Chile may be a creditor with recognized claims against the subsidiary, in which case Endesa Chile’s claims would still be effectively subordinated to any third party security interests in, or mortgages or other liens on, the assets of that subsidiary and would be subordinate to any liabilities of the subsidiary senior to those held by Endesa Chile.

Our consolidated subsidiaries had Ch$1,195 billion of debt (excluding debt owed to Endesa Chile and other intercompany debt) outstanding as of December 31, 2013. Although Endesa Chile’s credit facilities impose limitations on the incurrence of additional indebtedness by Endesa Chile and its subsidiaries, Endesa Chile and its subsidiaries retain the ability to incur substantial additional indebtedness and other liabilities. Our Argentine subsidiary, Endesa Costanera, is currently in negotiations with Mitsubishi Corporation with respect to missed payments under the terms of a 1996 supplier credit agreement, with the goal of restructuring the debt. If Mitsubishi Corporation were to declare an event of default and accelerate payment under the supplier credit agreement, Endesa Costanera would be required to enter into bankruptcy proceedings. However, payment defaults and bankruptcy proceedings of non-Chilean subsidiaries have no financial effect on debt obligations of Endesa Chile and would therefore not trigger a cross-default or an Event of Default under the notes. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” of our 2013 Form 20-F.

The notes will also be junior in right of payment to Endesa Chile’s secured creditors to the extent of their collateral. As of December 31, 2013, Endesa Chile, excluding its subsidiaries and its equity affiliates, had Ch$699 billion of debt outstanding, none of which was secured. Of the Ch$1,195 billion of debt owed to third parties by our consolidated subsidiaries as of December 31, 2013, Ch$77 billion was secured by liens or other

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security interests in assets of our subsidiaries. We guaranteed Ch$0.8 billion of outstanding subsidiary debt as of December 31, 2013, as well as Ch$103 billion of outstanding debt by our associate GNL Quintero. As of December 31, 2013, none of Endesa Chile’s indebtedness on a stand-alone basis was guaranteed by its subsidiaries.

Change of Control

The Indenture does not include any change of control covenants or other provisions which afford debt holders protection in the event of a change of control leveraged transaction, other than certain limited requirements in connection with a merger, consolidation or transfer of properties and assets substantially as an entirety.

Payment of Additional Amounts

All payments under the notes will be made without withholding or deduction for or on account of, any present or future taxes, penalties, duties, fines, assessments or other governmental charges (or interest on any of the foregoing) of whatsoever nature (collectively, “Taxes”) imposed, levied, collected, withheld or assessed by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such event, Endesa Chile will pay to each holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the holders of the notes after such withholding or deduction shall equal the amounts of principal and interest that would have been receivable in respect of the notes in the absence of such withholding or deduction. However, the obligation to pay Additional Amounts shall not apply to: (i) any Taxes that would not have been imposed but for (a) the presentation of a note where presentation is required for payment more than 30 days after the later of the date on which such payment first became due and if the full amount payable has not been received in the place of payment by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the holders by the Trustee, except to the extent that the holder of such note would have been entitled to such Additional Amounts on presenting such note for payment on the last day of such period of 30 days; (b) the existence of any present or former, direct or indirect, connection between the holder (or between a fiduciary, settler, beneficiary, member or shareholder of the holder, if the holder is an estate, a trust, a partnership, a limited liability company or a corporation) and the Republic of Chile (or any political subdivision or governmental authority thereof or therein), other than the mere holding of such note or the receipt of principal, interest or other amounts in respect thereof; or (c) any combination of (a) and (b) above.

Endesa Chile will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the Republic of Chile from the execution, delivery, enforcement or registration of the notes or any other document or instrument in relation thereto, except as described above under “—General” and has agreed to indemnify the holders of the notes for any such taxes, charges or similar levies paid by holders. See “Material U.S. Federal and Chilean Tax Considerations —Chilean Taxation Considerations.”

Wherever there is mentioned, under this caption “Description of the Notes,” in any context, the payment of principal of, or premium, if any, or interest on, or any other amount payable on or with respect to, any notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Indenture provides that the covenants described above under this caption “—Payment of Additional Amounts” shall survive any termination, defeasance, covenant defeasance or discharge of the Indenture and shall survive the repayment of all or any of the notes.

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Optional Redemption

Endesa Chile may redeem the notes, in whole or in part, at any time and from time to time, beginning on the date that is 90 days prior to the scheduled maturity of the notes, at its option at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the principal amount of the notes being redeemed to the date of redemption.

Notwithstanding the foregoing, payments of interest on the notes that are due and payable on or prior to a date fixed for redemption of notes will be payable to the holders of those notes registered as such at the close of business on the relevant record dates according to the terms and provisions of the Indenture.

Unless Endesa Chile defaults in payment of the redemption price, on and after the redemption date for notes of a particular series, interest will cease to accrue on the notes of the series called for redemption.

Make-whole Redemption

Endesa Chile may redeem the notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to the greater of (1) 100% of the then outstanding principal amount of the notes, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points, in each case plus accrued and unpaid interest to the date of redemption.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

“ Comparable Treasury Price ” means, with respect to the redemption date, (1) the average of four Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers.

“ Reference Treasury Dealer ” means J.P. Morgan Securities LLC or its affiliates which are primary United States government securities dealers and not less than three other leading primary United States government securities dealers in New York City reasonably designated by us; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at or about 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“ Treasury Rate ” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

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Optional Redemption for Changes in Chilean Tax Law

Endesa Chile may redeem the notes as a whole, but not in part, upon giving not less than 30 nor more than 60 days’ notice to the holders of the notes at their principal amount, together with interest accrued to the date fixed for redemption, if (i) Endesa Chile certifies to the Trustee immediately prior to the giving of such notice that either it has or will become obligated to pay Additional Amounts with respect to the notes in excess of Additional Amounts that would be payable if payments of interest on the notes were subject to a 4.0% withholding tax (“Excess Additional Amount”) as a result of any change in or amendment to the laws or regulations of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date of issuance of the notes, and (ii) such obligations cannot be avoided by Endesa Chile taking reasonable measures available to it; provided, however , that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which Endesa Chile would be obligated to pay such Excess Additional Amounts if a payment in respect of the notes were then due. Prior to the giving of any notice of redemption described in this paragraph, Endesa Chile shall deliver to the Trustee an Officers’ Certificate stating that Endesa Chile is entitled to effect such redemption in accordance with the terms set forth in the Indenture and setting forth in reasonable detail a statement of the facts relating thereto (together with a written Opinion of Counsel to the effect that Endesa Chile has become obligated to pay such Excess Additional Amounts as a result of a change or amendment described above and that Endesa Chile cannot avoid payment of such Excess Additional Amounts, by taking reasonable measures available to it and that all governmental approvals necessary for Endesa Chile to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained).

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Liens

Endesa Chile will not, nor will it permit any Subsidiary to, issue, assume or guarantee any Indebtedness, if such Indebtedness is secured by a Lien upon any Specified Property now owned or hereafter acquired, unless, concurrently with the issuance, assumption or guarantee of such Indebtedness, the notes shall be secured equally and ratably with (or prior to) such Indebtedness; provided, however, that the foregoing restriction shall not apply to:

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Endesa Chile or any Subsidiary, however, may issue, assume or guarantee Indebtedness secured by a Lien which would otherwise be prohibited under the provisions of the Indenture described in this section or enter into Sale and Lease-Back Transactions that would otherwise be prohibited by the provisions of the Indenture described below under “—Limitations on Sale and Lease-Back Transactions”; provided that the aggregate amount of such Indebtedness of Endesa Chile and its Subsidiaries together with the aggregate Attributable Value of all such Sale and Lease-Back Transactions of the Issuer and its Subsidiaries at any time outstanding shall not exceed the sum of (x) 10% of Consolidated Net Tangible Assets at the time any such Indebtedness is issued, assumed or guaranteed by Endesa Chile or any Subsidiary or at the time any such Sale and Lease-Back Transaction is entered into plus (y) the aggregate amount of any such Indebtedness that is Chilean Bank Indebtedness, up to an additional 5% of Consolidated Net Tangible Assets at such time.

Limitations on Sale and Lease-Back Transactions

Neither Endesa Chile nor any Subsidiary may enter into any Sale and Lease-Back Transaction with respect to any Specified Property, unless either (x) Endesa Chile or such Subsidiary would be entitled pursuant to the provisions of the Indenture described above under “—Limitations on Liens” to issue, assume or guarantee Indebtedness secured by a Lien on such Specified Property without equally and ratably securing the notes or (y) Endesa Chile or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value of the Specified Property so leased, to the retirement, within one year after the effective date of such Sale and Lease-Back Transaction, of Indebtedness of Endesa Chile ranking at least on a parity with the notes and owing to a Person other than Endesa Chile or any Affiliate of Endesa Chile or to the construction or improvement of real property or personal property used by Endesa Chile or any Subsidiary in the ordinary course of business. The restrictions set forth in the preceding sentence will not apply to transactions providing for a lease for a term, including any renewal thereof, of not more than three years.

Certain Definitions

The following terms have the following definitions in the Indenture:

“ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Attributable Value ” means, as to any particular lease under which Endesa Chile or any Subsidiary is at any time liable as lessee and any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the interest rate inherent in such lease (as determined in good faith by the Issuer in accordance with generally accepted financial practice).

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“ Chilean Bank Indebtedness ” means any Indebtedness of Endesa Chile or any of its Subsidiaries to any bank in Chile with respect to which, as a result of Chilean banking regulations, a Lien in favor of such bank is required to be created.

“ Chilean Subsidiary ” means a Subsidiary of Endesa Chile organized under the laws of the Republic of Chile.

“ Consolidated Net Tangible Assets ” means the total of all assets (including revaluations thereof as a result of commercial appraisals, price-level restatement or otherwise) appearing on a consolidated balance sheet of Endesa Chile and its Subsidiaries, net of all applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the current liabilities of Endesa Chile and its Subsidiaries appearing on such balance sheet.

“ Indebtedness ” means, with respect to any Person (without duplication), (a) any liability of such Person (1) for borrowed money or under any reimbursement obligation relating to a letter of credit, financial bond or similar instrument or agreement, (2) evidenced by a bond, note, debenture or similar instrument or agreement (including a purchase money obligation) given in connection with the acquisition of any business, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business or a performance bond or similar obligation), (3) for the payment of money relating to any obligations under any capital lease of real or personal property or (4) for purposes of the “—Limitations on Liens” and “—Limitations on Sale and Lease-Back Transactions” sections, under any agreement or instrument in respect of an interest rate or currency swap, exchange or hedging transaction or other financial derivatives transaction; (b) any liability of others described in the preceding clause (a) that the Person has guaranteed or that is otherwise its legal liability; and (c) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b) above. For the purpose of determining any particular amount of Indebtedness under this definition, guarantees of (or obligations with respect to letters of credit or financial bonds supporting) Indebtedness otherwise included in the determination of such amount shall also not be included.

“ Lien ” means any mortgage, pledge, lien, security interest, charge or other encumbrance (including any conditional sale or other title retention agreement or lease in the nature thereof other than a title retention agreement in connection with the purchase of goods in the ordinary course of business).

“ Sale and Lease-Back Transaction ” means any transaction or series of related transactions pursuant to which Endesa Chile or any Subsidiary sells or transfers any property to any Person with the intention of taking back a lease of such property pursuant to which the rental payments are calculated to amortize the purchase price of such property substantially over the useful life thereof and such property is in fact so leased.

“ Significant Subsidiary ” means a Chilean Subsidiary that would be a “significant subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission as in effect on the date of the Indenture, assuming Endesa Chile is the registrant referred to in such definition, and applying for purposes of such determination the accounting principles from time to time applicable to Endesa Chile under the rules and regulations of the SVS or any successor or other governmental authority of the Republic of Chile having authority to mandate the accounting principles that Endesa Chile may or shall use in preparation of its financial reports.

“ Specified Property ” means any generation, transformation, transmission or distribution facility of Endesa Chile or any Subsidiary, whether at the date of the Indenture owned or thereafter acquired, including any land, buildings, structures or machinery and other fixtures that constitute any such facility, or portion thereof.

“ Subsidiary ” means any corporation or other business entity of which Endesa Chile owns or controls (either directly or through one or more other Subsidiaries) more than 50% of the issued share capital or other ownership interests, in each case having ordinary voting power to elect or appoint directors, managers or trustees of such corporation or other business entity (whether or not capital stock or other ownership interests or any other class or classes shall or might have voting power upon the occurrence of any contingency).

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Events of Default

An “Event of Default,” with respect to the notes is defined in the Indenture as (i) a default in the payment of any principal of the notes when due and payable, whether at maturity, upon redemption or otherwise; (ii) a default in the payment of any interest or any Additional Amounts when due and payable on any notes and the continuance of such default for a period of 30 days; (iii) a default in the performance or observance of any other term, covenant, warranty or obligation of Endesa Chile in the notes or the Indenture, not otherwise expressly defined as an Event of Default in (i) or (ii) above, and the continuance of such default for more than 60 days after there has been given, by registered or certified mail, to Endesa Chile by the Trustee or the holders of at least 25% in aggregate principal amount of notes outstanding, a written notice specifying such default or breach and requiring it to be remedied; (iv) a default by Endesa Chile or any Chilean Subsidiary in the payment of principal of, or interest on, any individual note, bond, coupon or other instrument or agreement evidencing or pursuant to which there is outstanding Indebtedness of Endesa Chile or any of its Chilean Subsidiaries, whether such Indebtedness now exists or shall hereafter be created, having a principal amount exceeding US$50 million (or its equivalent in any other currency), other than the notes, by Endesa Chile or any of its Chilean Subsidiaries when the Indebtedness shall become due and payable (whether at maturity, upon redemption or acceleration or otherwise), if such default shall continue for more than the period of grace, if any, originally applicable thereto and the time for payment of such amount has not been expressly extended; or (v) certain events of bankruptcy or insolvency with respect to Endesa Chile or a Significant Subsidiary.

The Indenture provides that (i) if an Event of Default (other than an Event of Default described in clause (v) above) shall have occurred and be continuing with respect to the notes, either the Trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding, may declare the principal amount of all such outstanding notes and all the interest accrued thereon to be due and payable immediately and (ii) if an Event of Default described in clause (v) above shall have occurred, the principal of all such outstanding notes and all the interest accrued thereon shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the notes. Upon certain conditions such declarations may be annulled and past defaults (except for defaults in the payment of principal of or any interest on the notes and compliance with certain covenants) may be waived by the holders of a majority in aggregate principal amount of the notes then outstanding.

The Trustee must give to the holders of the notes notice of all uncured defaults known to it with respect to the notes within 30 days after the Trustee becomes aware of such a default (the term default to include the events specified above without notice or grace periods); provided, however , that, except in the case of default in the payment of principal of or any interest or Additional Amounts on, any of the notes, the Trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the holders of the notes.

No holder of any notes may institute any action under the Indenture unless (a) such holder shall have given the Trustee written notice of a continuing Event of Default with respect to the notes, (b) the holders of not less than 25% in aggregate principal amount of the notes then outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default, (c) such holder or holders shall have offered the Trustee such reasonable indemnity as the Trustee may require, (d) the Trustee shall have failed to institute an action for 60 days thereafter and (e) no inconsistent direction shall have been given to the Trustee during such 60-day period by the holders of a majority in aggregate principal amount of the notes. Such limitations, however, do not apply to any suit instituted by a holder of a note for enforcement of payment of the principal of and any interest on the note on or after the respective due dates expressed in the note.

The Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of the notes, unless such holders shall have offered to the Trustee reasonable indemnity.

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Endesa Chile is required to furnish to the Trustee annually a statement as to the performance by it of certain of its obligations under the Indenture and as to any default in such performance.

Modification and Waivers

From time to time Endesa Chile and the Trustee may, without the consent of the holders of notes, amend, waive or supplement the Indenture for certain specific purposes, including, among other things, curing ambiguities, defects or inconsistencies, or making any other provisions with respect to matters or questions arising under the Indenture or the notes or making any other change therein as shall not adversely affect the interest of any holder of the notes.

In addition, with certain exceptions, the Indenture may be modified by Endesa Chile and the Trustee with the consent of the holders of a majority in aggregate principal amount of the notes then outstanding, but no such modification may be made without the consent of the holder of each outstanding note affected thereby that would (i) change the maturity of any payment of principal of or any installment of interest on any such note, or reduce the principal amount thereof or the interest payable thereon, or change the method of computing the amount of principal thereof or interest payable thereon on any date or change any place of payment where, or the coin or currency in which the principal or interest (including Additional Amounts) on any note are payable, or impair the right of holders to institute suit for the enforcement of any such payment on or after the date due, (ii) reduce the percentage in aggregate principal amount of the outstanding notes, the consent of whose holders is required for any such modification or the consent of whose holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences provided for in the Indenture, or (iii) modify any of the provisions of certain sections of the Indenture, including the provisions summarized in this paragraph, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby. The Indenture provides that the notes owned by Endesa Chile or any Affiliate of Endesa Chile shall be deemed not to be outstanding for, among other purposes, consenting to any such modification.

Defeasance and Covenant Defeasance

Endesa Chile may, at its option, at any time upon the satisfaction of certain conditions described below, elect to be discharged from its obligations with respect to the notes (“defeasance”). In general, upon a defeasance, Endesa Chile shall be deemed to have paid and discharged the entire indebtedness represented by the notes and to have satisfied all of its obligations under the notes and the Indenture except for (i) the rights of holders of the notes to receive, solely from the trust fund established for such purposes as described below, payments in respect of the principal of and interest (including Additional Amounts), on the notes when such payments are due, (ii) certain provisions relating to ownership, registration and transfer of the notes, (iii) the covenant relating to the maintenance of an office or agency in New York City, and (iv) certain provisions relating to the rights, powers, trusts, duties and immunities of the Trustee.

In addition, Endesa Chile may, at its option, at any time, upon the satisfaction of certain conditions described below, elect to be released with respect to the notes from the covenants described above under the caption “—Covenants” (“covenant defeasance”). Following such covenant defeasance, the occurrence of a breach or violation of any such covenant with respect to the notes will not constitute an Event of Default under the Indenture, and certain other events (not including, among other things, non-payment or bankruptcy and insolvency events) described under “—Events of Default” also will not constitute Events of Default.

In order to cause a defeasance or covenant defeasance with respect to the notes, Endesa Chile will be required to satisfy, among other conditions, the following: (i) Endesa Chile shall have irrevocably deposited with the Trustee, cash or U.S. Government Obligations or a combination thereof, sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay and discharge the principal of, and each installment of interest (including Additional Amounts) on, the notes on the Stated Maturity of such principal

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or installment of interest in accordance with the terms of the notes; (ii) in the case of an election to fully defease the notes, Endesa Chile shall have delivered to the Trustee an Opinion of Counsel stating that (x) Endesa Chile has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of the Indenture there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon, such opinion shall confirm that, the beneficial owners of the notes will not recognize gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (iii) in the case of a covenant defeasance, Endesa Chile shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the notes will not recognize gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such deposit and covenant defeasance had not occurred; (iv) no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing with respect to the notes, including, with respect to certain events of bankruptcy or insolvency, at any time during the period ending on the 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); and (v) Endesa Chile shall have delivered to the Trustee an Opinion of Counsel to the effect that payment of amounts deposited in trust with the Trustee, as described above, will not be subject to future taxes, duties, fines, penalties, assessments or other governmental charges imposed, levied, collected, withheld or assessed by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority having power to tax, except to the extent that Additional Amounts in respect thereof shall have been deposited in trust with the Trustee as described above.

Consolidation, Merger and Sale of Assets

Endesa Chile may not consolidate with or merge into or convey or transfer its properties and assets substantially as an entirety to any Person, unless (i) the successor shall be a corporation organized and existing under the laws of the Republic of Chile, and shall expressly assume, by a supplemental indenture, in form satisfactory to the Trustee, the due and punctual payment of the principal and interest and Additional Amounts, if any, on all the outstanding notes and the performance of every covenant in the Indenture on the part of Endesa Chile to be performed or observed; (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) Endesa Chile shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the foregoing provisions relating to such transaction. In case of any such consolidation, merger, conveyance or transfer, such successor corporation will succeed to and be substituted for Endesa Chile, as obligor on the notes, with the same effect as if it had been named in the Indenture as such obligor.

Book-Entry System; Delivery and Form

Endesa Chile will issue the notes in the form of one or more global notes in definitive, fully registered book-entry form. The global notes will be deposited with, or on behalf of, the Depositary, and registered in the name of the Depositary or a nominee of the Depositary.

Except as set forth below, the global notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or its nominee to a successor Depositary or any nominee of such successor. Beneficial interest in global notes may not be exchanged for certificated securities except in the limited circumstances described below.

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All interests in the global notes, including those held through Euroclear Bank S.A./NV, as operator of its Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream Luxembourg”), may be subject to the procedures and requirements of the Depositary. Those interests held through Euroclear or Clearstream Luxembourg may also be subject to the procedures and requirements to those systems.

Certificated Notes

The Indenture provides that the global notes will be exchangeable for certificated notes if:

(a) the Depositary notifies Endesa Chile that it is unwilling or unable to continue as Depositary for the global notes or the Depositary for the global notes ceases to be a clearing agency registered as such under the Exchange Act if so required by the applicable law or regulation, and no successor Depositary for the notes shall have been appointed within 90 days of such notification or of Endesa Chile becoming aware of the Depositary’s ceasing to be so registered, as the case may be;

(b) Endesa Chile, in its sole discretion, executes and delivers to the Trustee an order to the effect that the global notes shall be so exchangeable; or

(c) an Event of Default has occurred and is continuing with respect to the notes and all principal and accrued interest shall have become immediately due and payable and the Trustee has determined that such notes shall no longer be represented by global notes after being advised by counsel that in connection with such Event of Default it is necessary or appropriate for the Trustee or the holder to obtain possession of the notes.

Upon any such exchange, Endesa Chile will execute and the Trustee will authenticate and deliver certificated notes in exchange for interests in the global notes. Endesa Chile anticipates that those certificated notes will be registered in such names as the Depositary instructs the Trustee and that those instructions will be based upon directions received by the Depositary from its participants with respect to ownership of beneficial interests in the global notes.

Book-Entry System

The Depositary has advised Endesa Chile that the Depositary is:

The Depositary was created to hold securities of institutions that have accounts with the Depositary (“participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary’s participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Indirect access to the Depositary’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (“indirect participants”) that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of the Depositary only through participants or indirect participants.

Endesa Chile expects that, upon the issuance of a global note, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the notes represented by such global note to the accounts of participants. The accounts to be credited shall be designated by or on behalf of the underwriters.

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Ownership of beneficial interests in the global note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global note will be shown on, and the transfer of those beneficial interests will be effected only through records maintained by the Depositary (with respect to participants’ interests) and participants and indirect participants (with respect to the owners of beneficial interests in the global note other than participants). Likewise, beneficial interests in global note may only be transferred in accordance with the Depositary’s procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream Luxembourg. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to transfer or pledge beneficial interests in the global note.

So long as the Depositary or its nominee is the registered holder of the global notes, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the related notes for all purposes under the Indenture. Except as described herein, owners of beneficial interests in the global notes will not be entitled to have the notes represented by such global notes registered in their names and will not receive or be entitled to receive physical delivery of certificated notes (except in connection with the transfer to an institutional accredited investor). In addition, owners of beneficial interests in the global notes will not be considered to be the owners or registered holders of the notes represented by those beneficial interests under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its beneficial interest, to exercise any right of a registered holder of notes. Endesa Chile understands that under existing industry practice, in the event that the Depositary is entitled to take any action as the registered holder of a global note, the Depositary would authorize its participants to take such action and that the participants would authorize owners of beneficial interests owning through such participants to take such action or would otherwise act upon the instructions of owners of beneficial interests.

Payment of principal of and premium, if any, and interest on notes represented by a global note registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered holder of such global note. Endesa Chile expects that the Depositary or its nominee, upon receipt of any payment in respect of a global note, will credit its participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of the Depositary or its nominee. Endesa Chile also expects that payments by participants and indirect participants to owners of beneficial interests in a global note will be governed by standing instructions and customary practices and will be the responsibility of such participants and indirect participants and not of the Depositary. Endesa Chile will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, ownership of beneficial interests in the global note or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between the Depositary and its participants and indirect participants or the relationship between such participants and indirect participants and the owners of beneficial interests owning through such participants and indirect participants.

Trading

Transfers between participants in the Depositary will be effected in the ordinary way in accordance with the Depositary’s rules and operating procedures and will be settled in same-day funds, while transfers between participants in Euroclear and Clearstream Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Any cross-market transfer between participants in the Depositary, on the one hand, and Euroclear or Clearstream Luxembourg participants, on the other hand, will be effected through the Depositary in accordance with its rules on behalf of Euroclear or Clearstream Luxembourg, as the case may be, by its respective depositary. However, such cross-market transfers will require delivery of instructions to Euroclear or

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Clearstream Luxembourg, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. Euroclear or Clearstream Luxembourg, as the case may be, will, if the transfer meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving the beneficial interests in the applicable global note in the Depositary, and making or receiving payment in accordance with normal procedures for funds settlement applicable to the Depositary. Participants in Euroclear or Clearstream Luxembourg may not deliver instructions directly to the depositaries for Euroclear or Clearstream Luxembourg, as the case may be.

Because of time zone differences, the securities account of a Euroclear or Clearstream Luxembourg participant purchasing a beneficial interest in a global note from a Depositary participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream Luxembourg, as applicable) immediately following the Depositary’s settlement date. Credit of such transfer of a beneficial interest in a global note settled during such processing day will be reported to the applicable Euroclear or Clearstream Luxembourg participant on that day. Cash received in Euroclear or Clearstream Luxembourg as a result of a transfer of a beneficial interest in a global note by or through a Euroclear or Clearstream Luxembourg participant to a Depositary participant will be received with value on the Depositary’s settlement date but will be available in the applicable Euroclear or Clearstream Luxembourg cash account only as of the business day for Euroclear or Clearstream Luxembourg following the Depositary’s settlement date.

Although Endesa Chile believes that the Depositary, Euroclear and Clearstream Luxembourg have agreed to the procedures described above in order to facilitate transfers of interests in the global notes among participants of the Depositary, Euroclear and Clearstream Luxembourg, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Trustee nor Endesa Chile will have any responsibility for the performance by the Depositary, Euroclear or Clearstream Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The information in this subsection “—Book-Entry System; Delivery and Form” concerning the Depositary, Euroclear and Clearstream Luxembourg and their respective book-entry systems has been obtained from sources that Endesa Chile believes to be reliable, but Endesa Chile takes no responsibility for the accuracy thereof.

Governing Law; Consent to Service

The Indenture and the notes will be governed by the law of the State of New York.

Endesa Chile has consented to the non-exclusive jurisdiction of any court of the State of New York or any United States Federal court sitting in the Borough of Manhattan, The City of New York, New York, United States, and any appellate court from any thereof, and has waived any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with the Indenture or the notes. Endesa Chile has appointed C T Corporation System, 111 Eighth Avenue, New York, New York 10011 as its initial authorized agent upon which all writs, process and summonses may be served in any suit, action or proceeding brought in connection with the Indenture or the notes against the Issuer in any court of the State of New York or any United States Federal court sitting in the Borough of Manhattan, The City of New York, and has agreed that such appointment shall be irrevocable so long as any of the notes remain outstanding or until the irrevocable appointment by Endesa Chile of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor.

Concerning the Trustee

The Bank of New York Mellon (as successor trustee to The Chase Manhattan Bank) is Trustee under the Indenture.

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The Indenture has been qualified under the U.S. Trust Indenture Act of 1939, and the Trustee is eligible to act as trustee for purposes of compliance with such Act.

Notices

Notices to registered holders of the notes will be mailed to them or, if there is more than one holder of any note, to the first named holder of that note at their respective addresses in the register and shall be deemed to have been given on the fourth weekday after the date of mailing.

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MATERIAL U.S. FEDERAL AND CHILEAN TAX CONSIDERATIONS

Chilean Taxation Considerations

The following is a general summary of the material consequences under Chilean tax law, as currently in effect, of an investment in the notes made by a Foreign Holder (as defined below). It is based on the tax laws of Chile as in effect on the date of this prospectus supplement, as well as regulations, rulings and decisions of Chile available on or before such date and now in effect. All of the foregoing is subject to change. Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another law or international tax treaty. In addition, the Chilean tax authorities enact rulings and regulations of either general or specific application and interpret the provisions of Chilean tax law. Chilean tax law may not be applied retroactively against taxpayers who act in good faith relying on such rulings, regulations or interpretations, but Chilean tax authorities may change their rulings, regulations or interpretations prospectively. For purposes of this summary, the term “Foreign Holder” means either (i) in the case of an individual, a person who is not resident or domiciled in Chile (for purposes of Chilean taxation, (a) an individual holder is resident in Chile if he or she has remained in Chile for more than six consecutive months in one calendar year, or a total of more than six consecutive months in two consecutive fiscal years and (b) an individual is domiciled in Chile if he or she resides in Chile with the actual or presumptive intent of staying in Chile (such intention to be evidenced by circumstances such as the acceptance of employment in Chile or the relocation of one’s family to Chile)); or (ii) in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless the notes are assigned to a branch or a permanent establishment of such entity in Chile.

Under the Chilean Income Tax Law ( Ley de Impuesto a la Renta ) payments of interest or premium, if any, made to a Foreign Holder in respect of the notes will generally be subject to a Chilean withholding tax currently at the rate of 4%. However, the same interest and premium that qualify for the referred 4% withholding tax rate is subject to a special additional tax equal to the difference between the withholding tax paid and a 35% tax rate that will be applied to us separately, to the extent paid to entities related to us, on the portion of our indebtedness considered to be excessive. Our indebtedness will be considered to be excessive (“Excessive Indebtedness”) when in the commercial year in which the notes are issued we have an indebtedness with entities related to us qualifying for the 4% withholding tax rate that exceeds three times our equity, as calculated for Chilean tax purposes. Consequently, such qualifying interest or premium paid to entities related to us with respect to debt that exceeds the Excessive Indebtedness ratio will be subject to a 35% tax rate (4% withholding tax plus a surtax given by the difference between the withholding tax paid and a 35% rate).

Under the Excessive Indebtedness rules, a lender or creditor, such as a holder of the notes, will be deemed to be related to the payor or debtor, if: (i) the lender or creditor is incorporated, domiciled or resident in a tax haven (qualified as such by the Chilean Ministry of Finance at the time of granting the loan; or (ii) the lender or debtor, directly or indirectly, owns or participates in 10% or more of the capital or the profits of the other or if lender and debtor have a common partner or shareholder which, directly or indirectly, owns or participates in 10% or more of the capital or the profits of both; or (iii) the debt is guaranteed directly or indirectly by a third party with cash or with cash equivalents or securities (excluding securities evidencing obligations of the borrower with any of its related entities), for the amount effectively guaranteed. The debtor will be required to issue a sworn statement in this regard in the form set forth by the Chilean tax authorities.

As described above, we have agreed, subject to specific exceptions and limitations, to pay Additional Amounts to the Foreign Holders of the notes in respect of the Chilean interest withholding tax in order that any interest or premium the Foreign Holder receives, net of the Chilean interest withholding tax, equals the amount which would have been received by such Foreign Holder in the absence of such Chilean interest withholding tax. See “Description of the Notes—Payment of Additional Amounts.”

Under existing Chilean law and regulations, a Foreign Holder will not be subject to any Chilean taxes in respect of payments of principal made by us with respect to the notes. We have agreed, subject to specific

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exceptions and limitations, to pay to the holders of the notes certain additional amounts in respect of the taxes mentioned above in order that the interest the Foreign Holder receives, net of such taxes, equals the amount which would have been received by such Foreign Holder in the absence of such taxes. If we pay additional amounts in respect of such Chilean withholding taxes, any refunds of such additional amounts will be for our account, as each holder of a note has assigned under the Indenture all rights it may have on those additional amounts to us. See “Description of the Notes—Payment of Additional Amounts.”

The Chilean Income Tax Law provides that a Foreign Holder is subject to Chilean income tax on his Chilean source income. For this purpose, Chilean source income means earnings from activities performed in Chile or from the sale, disposition or other transactions in connection with assets or goods located in Chile.

The Chilean Income Tax Law does not refer to the source of capital gain income in case of debt instruments and as of this date, there are no rulings from the Chilean tax authorities which treat the capital gain earned by a Foreign Holder on the sale or other disposition of a note issued abroad by a Chilean company as Chilean source income. Therefore, and as long as this interpretation prevails, any capital gains realized on the sale or other disposition by a Foreign Holder of the notes generally would not be subject to any Chilean taxes provided that such sales or other dispositions occur outside of Chile to a Foreign Holder (except that any premium payable on redemption or any other anticipated payment of the notes will be treated as interest, and subject to Chilean interest withholding tax, as described above). However, recent rulings issued by the Chilean tax authority ( Servicio de Impuestos Internos or “SII”) with respect to securities that could be considered structurally distinguishable from the notes, contain certain interpretations and tax criteria that may imply that any capital gain would be driven by the residency of the issuer, without regard to the tax residency of the holder or the place of issuance of the notes. SII’s interpretations are not binding on taxpayers.

Any other payment to be made by us (other than interest or principal on the notes and except for some special exceptions granted by Chilean law) will be subject to a 35% withholding tax.

A Foreign Holder (other than a Chilean national) will not be liable for estate, gift, inheritance or similar taxes with respect to its holdings unless notes held by a Foreign Holder are either deemed located in Chile at the time of such Foreign Holder’s death, or, if the notes are not deemed located in Chile at the time of a Foreign Holder’s death, if such notes were purchased or acquired with cash obtained from Chilean sources. A Foreign Holder will not be liable for Chilean stamp, registration or similar taxes.

The issuance of the notes would be subject to a maximum 0.4% stamp tax which would be payable by us. If the stamp tax is not paid when due, Chile’s Stamp Tax Law imposes penalties plus inflation adjustments and interest. Until such tax (and any penalty) is paid, Chilean courts will not enforce any action brought with respect to the notes.

On April 1, 2014 Chilean President Michelle Bachelet proposed extensive tax reform to the Chilean congress, including changes to the corporate tax rate, the accrual of withholding tax, thin capitalization rules, the taxation of Chilean investments abroad and the stamp tax rate. The proposal is currently under debate in the Chilean congress.

DESCRIPTION OF DEBT SECURITIES

This section describes the terms of the debt securities that Endesa Chile may offer from time to time. The particular terms of the debt securities offered by any prospectus supplement and the extent to which the general provisions described below may apply to such debt securities will be outlined in the applicable prospectus supplement. The debt securities may be issued from time to time in one or more series. As used is this section, “we,” “us,” “our,” “Endesa Chile” or “the Company” refers only to Empresa Nacional de Electricidad S.A., and not to any of our subsidiaries, unless explicitly stated.

The debt securities covered by this prospectus will be issued under the indenture between Endesa Chile and The Bank of New York Mellon (as successor trustee to The Chase Manhattan Bank) (the “Trustee”), as trustee, dated as of January 1, 1997, as amended and supplemented by the first supplemental indenture dated as of July 24, 2009 (the “Indenture”).

Wherever we refer to particular sections or defined terms of the Indenture, those sections or defined terms are incorporated by reference in this description as part of the statement made, and the statement is qualified in its entirety by such reference. Because we have included only a summary of the material Indenture terms below, the Indenture should be read in full to understand every detail of the terms of the debt securities. The Indenture has been incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

General

The Indenture provides that Endesa Chile may issue debt securities thereunder from time to time in one or more series and permits Endesa Chile to establish the terms of each series of debt securities at the time of issuance. The Indenture does not limit the aggregate amount of debt securities that may be issued by Endesa Chile under the Indenture.

The debt securities will be unsecured and unsubordinated obligations of Endesa Chile and will rank on parity with all other unsecured and unsubordinated indebtedness. The debt securities will not be obligations of or guaranteed by any of our subsidiaries.

We will prepare a prospectus supplement for each series of debt securities that we issue. Each prospectus supplement will set forth the applicable terms of the debt securities to which it relates. These terms will include some or all of the following:

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The above is not intended to be an exclusive list of the terms that may be applicable to any debt securities and we are not limited in any respect in our ability to issue debt securities with terms different from or in addition to those described above or elsewhere in this prospectus, provided that the terms are not inconsistent with the Indenture. Any applicable prospectus supplement will also describe any special provisions for the payment of additional amounts with respect to the debt securities.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Liens . Endesa Chile and its subsidiaries may not issue, assume or guarantee any secured indebtedness without equally and ratably securing the outstanding debt securities. These restrictions do not apply to:

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Endesa Chile and its subsidiaries may also issue, assume or guarantee indebtedness secured by a lien which would otherwise be prohibited by the covenant on limitations on liens described above or enter into sale and lease-back transactions that would otherwise be prohibited by the covenant on limitations on sale and lease-back transactions described below if the aggregate amount of such secured indebtedness together with the aggregate value of all outstanding sale and lease-back transactions does not exceed the sum of (i) 10% of consolidated net tangible assets plus (ii) the aggregate amount of any such secured indebtedness that is owed to a Chilean bank and that as a result of Chilean banking regulations requires a lien, up to an additional 5% of consolidated net tangible assets.

Limitations on Sale and Lease-Back Transactions . Sale and lease-back transactions with respect to any generation, transformation, transmission or distribution facility of Endesa Chile or any subsidiary are prohibited, unless Endesa Chile or such subsidiary:

The restrictions set forth in the preceding sentence will not apply to sale and lease-back transactions providing for a lease for a term, including any renewal thereof, of not more than three years.

Events of Default

An “Event of Default,” with respect to the debt securities is defined in the Indenture as:

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The Indenture provides that (i) if an Event of Default (other than a bankruptcy or insolvency-related Event of Default) has occurred and is continuing with respect to the debt securities, either the Trustee or the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding, may declare the principal amount of all such outstanding debt securities and all the interest accrued thereon to be due and payable immediately and (ii) if a bankruptcy or insolvency-related Event of Default has occurred, the principal of all such outstanding debt securities and all the interest accrued thereon shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the debt securities. Upon certain conditions such declarations may be annulled and past defaults (except for defaults in the payment of principal of or any interest on the debt securities and compliance with certain covenants) may be waived by the holders of a majority in aggregate principal amount of the debt securities then outstanding.

The Trustee must give to the holders of the debt securities notice of all uncured defaults known to it with respect to the debt securities within 30 days after the Trustee becomes aware of such a default (the term default to include the events specified above without notice or grace periods); provided, however, that, except in the case of default in the payment of principal of or any interest or additional amounts on, any of the debt securities, the Trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the holders of the debt securities.

No holder of any debt securities may institute any action under the Indenture unless (a) such holder shall have given the Trustee written notice of a continuing Event of Default with respect to the debt securities, (b) the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default, (c) such holder or holders shall have offered the Trustee such reasonable indemnity as the Trustee may require, (d) the Trustee shall have failed to institute an action for 60 days thereafter and (e) no inconsistent direction shall have been given to the Trustee during such 60-day period by the holders of a majority in aggregate principal amount of the debt securities. Such limitations, however, do not apply to any suit instituted by a holder of a debt security for enforcement of payment of the principal of and any interest on the debt security on or after the respective due dates expressed in the note.

The Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of the debt securities, unless such holders shall have offered to the Trustee reasonable indemnity.

Endesa Chile is required to furnish to the Trustee annually a statement as to the performance by it of certain of its obligations under the Indenture and as to any default in such performance.

Modification and Waivers

From time to time Endesa Chile and the Trustee may, without the consent of the holders of debt securities, amend, waive or supplement the Indenture for certain specific purposes, including, among other things, curing

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ambiguities, defects or inconsistencies, or making any other provisions with respect to matters or questions arising under the Indenture or the debt securities or making any other change therein as shall not adversely affect the interest of any holder of the debt securities.

In addition, with certain exceptions, the Indenture may be modified by Endesa Chile and the Trustee with the consent of the holders of a majority in aggregate principal amount of the debt securities then outstanding, but no such modification may be made without the consent of the holder of each outstanding note affected thereby that would (i) change the maturity of any payment of principal of or any installment of interest on any such note, or reduce the principal amount thereof or the interest payable thereon, or change the method of computing the amount of principal thereof or interest payable thereon on any date or change any place of payment where, or the coin or currency in which the principal or interest (including additional amounts) on any note are payable, or impair the right of holders to institute suit for the enforcement of any such payment on or after the date due, (ii) reduce the percentage in aggregate principal amount of the outstanding debt securities, the consent of whose holders is required for any such modification or the consent of whose holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences provided for in the Indenture, or (iii) modify any of the provisions of certain sections of the Indenture, including the provisions summarized in this paragraph, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby. The Indenture provides that the debt securities owned by Endesa Chile or any affiliate of Endesa Chile shall be deemed not to be outstanding for, among other purposes, consenting to any such modification.

Consolidation, Merger and Sale of Assets

Endesa Chile may not consolidate with or merge into or convey or transfer its properties and assets substantially as an entirety to any person, unless (i) the successor shall be a corporation organized and existing under the laws of Chile, and shall expressly assume, by a supplemental indenture, in form satisfactory to the Trustee, the due and punctual payment of the principal and interest and additional amounts, if any, on all the outstanding debt securities and the performance of every covenant in the Indenture on the part of Endesa Chile to be performed or observed; (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) Endesa Chile shall have delivered to the Trustee an officers’ certificate and an opinion of counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the foregoing provisions relating to such transaction. In case of any such consolidation, merger, conveyance or transfer, such successor corporation will succeed to and be substituted for Endesa Chile, as obligor on the debt securities, with the same effect as if it had been named in the Indenture as such obligor.

Governing Law

The debt securities and the Indenture shall be governed by the laws of the State of New York without giving effect to applicable principles of conflict of laws.

Concerning the Trustee

The Bank of New York Mellon (as successor trustee to The Chase Manhattan Bank) is trustee under the Indenture.

The Indenture has been qualified under the U.S. Trust Indenture Act of 1939, and the Trustee is eligible to act as trustee for purposes of compliance with such Act.

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