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Exhibit 10.1    
  


Conformed Copy  


EXTENSION AGREEMENT 


        EXTENSION
AGREEMENT (this "Agreement"), dated as of April 29, 2003, among the following: 



        (a)
VTR GLOBALCOM S.A. (formerly known as VTR Hipercable S.A.), a Chilean corporation (the "Company"), 



        (b)
the subsidiaries of the Company listed on the signature pages hereto (the "Subsidiary Guarantors"), 


        (c)
TORONTO DOMINION (TEXAS), INC., as agent for the lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), and 


        (d)
each of the lenders party to the Credit Agreement (the "Lenders"). 




        The
Company, the Subsidiary Guarantors, the Administrative Agent and the Lenders are parties to a Credit Agreement, dated as of April 29, 1999 (as amended and in effect
immediately prior to the date hereof, the "Credit Agreement"). The parties hereto wish to enter into this Agreement to extend the maturity date of the
loans provided for by the Credit Agreement. Accordingly, the parties hereto hereby agree as follows: 


        Section 1.
Definitions. Except as otherwise defined in this Agreement, terms used but not defined herein have the respective
meanings given to them in the Credit Agreement. 


        Section 2.  Amendments. Subject to the satisfaction of the conditions precedent specified in Section 3 below, but effective
as of the date hereof, the Credit Agreement shall be amended as follows: 


        2.01.
The definition of "Principal Payment Date" in Section 1.01 of the Credit Agreement shall be amended in its entirety to read as follows: 


        " 'Principal Payment Date' shall mean May 29, 2003." 



        2.02.
The definition of "Interest Period" in Section 1.01 of the Credit Agreement shall be amended by replacing the parenthetical phrase after the words "third calendar month
thereafter" with the following: 



"(provided
that for the period commencing on April 29, 2003, there shall be an Interest Period that commences on April 29, 2003 and ends on May 29, 2003)" 




        Section 3.
Conditions Precedent. This Agreement shall be effective, as of the date hereof, upon the satisfaction of the following
conditions precedent: 



        (a)
the execution and delivery of this Agreement by the Company, each other Obligor, each of the Lenders and the Administrative Agent; and 


        (b)
the Administrative Agent shall have received an opinion of Carey y Cía. Ltda., Chilean counsel to the Obligors, substantially in the form of
Exhibit D-1 to the Credit Agreement, but with respect to this Agreement. 



1





 





        Section 4.  Representations and Warranties. Each of the Obligors represents and warrants to the Lenders that: 



        (a)
the representations and warranties set forth in Section 8 of the Credit Agreement are true and complete in all material respects on the date hereof as if made on and as of the
date hereof (unless such representation and warranty is expressly stated to be made as of an earlier date) and as if each reference in said Section 8 to "this Agreement" included reference to
this Agreement; 


        (b)
on the date hereof, and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; 


        (c)
the execution, delivery and performance by each Obligor of this Agreement and any other Basic Document to be executed by it in connection with this Agreement are within such
Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not 



        (1)
contravene such Obligor's organizational documents (estatutos sociales); 



        (2)
contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting such Obligor; or 


        (3)
result in, or require the creation or imposition of, any Lien on any of such Obligor's properties; 




        (d)
no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution,
delivery or performance by any Obligor of this Agreement or any other Basic Document to be executed by it in connection with this Agreement; and 



        (e)
this Agreement constitutes and each other Basic Document executed by the Obligors in connection with this Agreement will, on the due execution and delivery thereof, constitute, the
legal, valid and binding obligations of each Obligor enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of creditors' rights. 




        Section 5.
Ratification of and References to the Credit Agreement. This Agreement shall be deemed to be an amendment to the Credit
Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. Nothing in this Agreement shall be deemed to be a waiver of any Default or Event of Default. 


        Section 6.
Governing Law; Execution in Counterparts; Etc. This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York, United States of America. Each of the Obligors hereby agrees that the provisions of Sections 12.13, 12.14 and 12.15 of the Credit Agreement, including (without
limitation) the submission by the Obligors to the jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New
York, shall apply to this Agreement. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but
one and the same agreement. Each reference to the Credit Agreement in any Basic Document shall be deemed to be a reference to the Credit Agreement as amended hereby. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. 


2










        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. 



	

 	
 	
COMPANY:
	

 	
 	

VTR GLOBALCOM S.A.:
	

 	
 	

By	
 	

/s/  BLAS TOMIC E.      
 Title: Chief Executive Officer
	

 	
 	

By	
 	

/s/  FREDERIC CHAVEYRIAT      
 Title: Chief Financial Officer
	

 	
 	
SUBSIDIARY GUARANTORS:
	

 	
 	

VTR NET S.A.
	

 	
 	

By	
 	

/s/  BLAS TOMIC E.      
 Title: Chief Executive Officer
	

 	
 	

By	
 	

/s/  FREDERIC CHAVEYRIAT      
 Title: Chief Financial Officer
	

 	
 	

VTR BANDA ANCHA S.A.
	

 	
 	

By	
 	

/s/  BLAS TOMIC E.      
 Title: Chief Executive Officer
	

 	
 	

By	
 	

/s/  FREDERIC CHAVEYRIAT      
 Title: Chief Financial Officer







	

 	
 	

VTR GALAXY CHILE S.A.
	

 	
 	

By	
 	

/s/  BLAS TOMIC E.      
 Title: Chief Executive Officer
	

 	
 	

By	
 	

/s/  FREDERIC CHAVEYRIAT      
 Title: Chief Financial Officer
	

 	
 	

VTR GLOBALCARRIER S.A.
	

 	
 	

By	
 	

/s/  BLAS TOMIC E.      
 Title: Chief Executive Officer
	

 	
 	

By	
 	

/s/  FREDERIC CHAVEYRIAT      
 Title: Chief Financial Officer
	

 	
 	

VTR INGENIERIA S.A.
	

 	
 	

By	
 	

/s/  BLAS TOMIC E.      
 Title: Chief Executive Officer
	

 	
 	

By	
 	

/s/  FREDERIC CHAVEYRIAT      
 Title: Chief Financial Officer
	

 	
 	
LENDERS:
	

 	
 	

THE TORONTO-DOMINION BANK
	

 	
 	

By	
 	

/s/  JIM BRIDWELL      
 Title: Manager
	

 	
 	

BANKBOSTON N.A.(1), NASSAU BRANCH
	

 	
 	

By	
 	

/s/  PAULINA VALDÉZ      
 Title: Authorized Officer






	(1)
	BankBoston,
N.A., a FleetBoston Financial company, is the corporate name under which Fleet National Bank operates in Latin America and the Bahamas. 







	

 	
 	

JPMORGAN CHASE BANK
	

 	
 	

By	
 	

/s/  MANOCHERE ALAMGIR      
 Title: Vice President
	

 	
 	

CITIBANK, N.A.
	

 	
 	

By	
 	

/s/  ANTHONY LICATA      
 Title: Director
	

 	
 	

CREDIT LYONNAIS, NEW YORK BRANCH
	

 	
 	

By	
 	

/s/  JEAN PHILIPPE ADAM      
 Title: Senior Vice President
	

 	
 	

EXPORT DEVELOPMENT CANADA
	

 	
 	

By	
 	

/s/  SEAN MITCHELL      
 Title: Manager, Special Risks
	

 	
 	

By	
 	

/s/  DAN KOVACS      
 Title: Loan Asset Manager





	

 	
 	

ING BANK N.V., CURAÇÃO BRANCH
	

 	
 	

By	
 	

/s/  GERMÁN TAGLE      
 Title: Attorney in Fact
	

 	
 	

By	
 	

/s/  ANDRÉS ERRÁZURIZ      
 Title: Attorney in Fact







	

 	
 	

CANADIAN IMPERIAL BANK OF COMMERCE
	

 	
 	

By	
 	

/s/  ROBERT NOVAK      
 Title: Executive Director
	

 	
 	
ADMINISTRATIVE AGENT:
	

 	
 	

TORONTO DOMINION (TEXAS), INC.
	

 	
 	

By	
 	

/s/  JIM BRIDWELL      
 Title: Vice President











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Exhibit 10.1