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Exhibit 2.6 Ref. No 10,671/2004
    
    Int. 25767/JF
 LOAN RE-STRUCTURING, RE-FINANCING AND
RE-SCHEDULING AGREEMENT BY
CORPBANCA, SCOTIABANK SUD AMERICANO Y
BANKBOSTON, N.A., CHILE BRANCH TO
IBEROAMERICAN RADIO CHILE S.A. AND BLAYA Y VEGA S.A. AND OTHERS AS
SURETY AND JOINT AND SEVERAL CO-OBLIGORS In the City of Santiago de Chile, on this twenty-fifth day of June, two
thousand four, there appear before me, PATRICIO ZALDIVAR MACKENNA, Notary
Public in charge of the Eighteenth Notarial Register of Santiago, having
offices at Bandera three hundred and forty-one: CORPBANCA S.A., a banking
institution, having tax-payer number 97,023,000-9, herein represented, as
evidenced, by Mr. FELIPE CONCHA VALDERRAMA, Chilean, married, agronomic
engineer, holder of ID Card Cédula Nacional de IdentidadNo 7,485,233-5, and
Mr. PABLO DE LA CERDA MERINO, Chilean, married, lawyer, holder of ID Card
Cédula Nacional de IdentidadNo 6,277,689-7, all of them establishing domicile
ad litemfor the purposes hereof at 1072 Huérfanos St., Santiago, Chile,
hereinafter, either of them CORPBANCA; SCOTIABANK SUD AMERICANO,a banking
institution, organized and validly existing pursuant to the laws of Chile,
having tax-payer number 97,018,000-1, herein represented, as evidenced, by Mr.
CLAUDIO TESSA FERRADA,Chilean, married, business engineer, holder of ID Card
Cédula Nacional de IdentidadNo 7,428,959-2, and Mr. EDUARDO JOFRÉ PÉREZ,
Chilean, single, business engineer,holder of ID Card Cédula Nacional de
IdentidadNo 7,814,833-0, all of them establishing domicile ad litemfor the
purposes hereof at 226 Morandé Street, City of Santiago, hereinafter, either of
them Scotiabank; BANKBOSTON N.A., Chilean Branch,a banking institution,
having tax-payer number 97,041,000-7, herein represented, as evidenced, by Ms.
PAULINA VALDÉS DEL RÍO,Chilean, single, business engineer, holder of ID Card
Cédula Nacional de IdentidadNo 8,451,165-K, and Mr. LUIS RECABARREN MARTÍNEZ,
Chilean, married, civil engineer, holder of ID Card Cédula Nacional de
IdentidadNo 6,639,508-1, all of them establishing domicile ad litemfor the
purposes hereof at 3457 Apoquindo Ave., district of Las Condes, Santiago,
hereinafter, either of them Bankboston"; IBEROAMERICAN RADIO CHILE S.A.,
formerly IBEROAMERICAN RADIO HOLDINGS UNO CHILE S.A., a stock company devoted
to the radio broadcasting and communications business, tax-payer number
96,867,990-2, herein represented, as evidenced, by Mr. MARCELO ZUÑIGA VETTIGER,
Chilean, married, business agent, holder of ID Card Cédula Nacional de
IdentidadNo 5,204,743-9, and Mr. ANDRÉS FERNÁNDEZ WALKER,Chilean, married,
business administrator, holder of ID Card Cédula Nacional de IdentidadNo
7,013,374-1, all of them establishing domicile ad litemfor the purposes hereof
at 1783 Eliodoro Yáñez St., district of Providencia, Santiago, hereinafter,
either of them IBEROAMERICANor the DEBTOR; CLAXSON CHILE S.A.,formerly
IBEROAMERICAN MEDIA HOLDINGS CHILE S.A., a stock company devoted to the
telecommunications and investment business, tax-payer number 96,863,830-0,
herein represented, as evidenced, by Mr. MARCELO ZUÑIGA VETTIGER




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and Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as above-identified, all of them
establishing domicile ad litemfor the purposes hereof at 1783 Eliodoro Yáñez
St., district of Providencia, Santiago, hereinafter, either of them Claxon
Chile"; BLAYA Y VEGA S.A.,a stock company devoted to the radio broadcasting
business, tax-payer number 82,066,500-7, herein represented, as evidenced, by
Mr. MARCELO ZUÑIGA VETTIGERand Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as
above-identified, all of them establishing domicile ad litemfor the purposes
hereof at 1783 Eliodoro Yáñez St., district of Providencia, Santiago,
hereinafter, either of them, BLAYA; IBEROAMERICAN RADIO HOLDINGS CHILE S.A.,
a stock company devoted to the radio broadcasting and communications business,
tax-payer number 96,863,790-8, herein represented, as evidenced, by Mr. MARCELO
ZUÑIGA VETTIGERand Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as
above-identified, all of them establishing domicile ad litemfor the purposes
hereof at 1783 Eliodoro Yáñez St., district of Providencia, Santiago,
hereinafter, either of them, Radio Holdings; COMPAÑÍA DE RADIOS S.A.,a stock
company devoted to the radio broadcasting business, tax-payer number
96,858,090-6, herein represented, as evidenced, by Mr. MARCELO ZUÑIGA VETTIGER
and Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as above-identified, establishing
domicile ad litemfor the purposes hereof at 1783 Eliodoro Yáñez St., district
of Providencia, Santiago, hereinafter, either of them, Compañía de Radios;
RADIODIFUSIÓN IBEROAMERICAN CHILE S.A., a stock company devoted to the radio
broadcasting business, tax-payer number 96,863,820-3, herein represented, as
evidenced, by Mr. MARCELO ZUÑIGA VETTIGERand Mr. ANDRÉS FERNÁNDEZ WALKER,both
of them as above-identified, establishing domicile ad litemfor the purposes
hereof at 1783 Eliodoro Yáñez St., district of Providencia, Santiago,
hereinafter, either of them, Radiodifusión; RADIODIFUSORA TRANSITORIA S.A.,a
stock company devoted to the radio broadcasting business, tax-payer number
96,858,070-1, herein represented, as evidenced, by Mr. MARCELO ZUÑIGA VETTIGER
and Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as above-identified, establishing
domicile ad litemfor the purposes hereof at 1783 Eliodoro Yáñez St., district
of Providencia, Santiago, hereinafter, either of them, Transitoria; AURORA
S.A.,a stock company devoted to the radio broadcasting business, tax-payer
number 96,890,490-6, herein represented, as evidenced, by Mr. MARCELO ZUÑIGA
VETTIGERand Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as above-identified,
establishing domicile ad litemfor the purposes hereof at 1783 Eliodoro Yáñez
St., district of Providencia, Santiago, hereinafter, either of them, Aurora;
SOCIEDAD DE RADIODIFUSIÓN EL LITORAL LIMITADA,a limited liability company
devoted to the radio broadcasting business, tax-payer number 70,634,000-9,
herein represented, as evidenced, by Mr. MARCELO ZUÑIGA VETTIGERand Mr. ANDRÉS
FERNÁNDEZ WALKER,both of them as above-identified, establishing domicile ad
litemfor the purposes hereof at 1783 Eliodoro Yáñez St., district of
Providencia, Santiago, hereinafter, either of them, El Litoral;and ABRIL
S.A.,a stock company organized and validly existing, pursuant to the laws of
Chile, devoted to the radio broadcasting business, having tax-payer number
96,804,770-1, herein represented, as evidenced, by Mr. MARCELO ZUÑIGA VETTIGER
and Mr. ANDRÉS FERNÁNDEZ WALKER,both of them as above-identified, establishing
domicile ad litemfor the purposes hereof at 1783 Eliodoro Yáñez St., district
of Providencia, Santiago, hereinafter, either of them, A
bril;each of Claxson
Chile, Blaya, Radio Holdings, Compañía de Radios, Radiodifusión, Transitoria,
Aurora, El Litoral, and Abril, hereinafter, the Guarantor", and all of them,
collectively, hereinafter, the Guarantors". All appearing parties being of age, and having evidenced their identity as
first above referenced with their respective identity cards, state that they
have agreed upon the execution of an agreement to re-schedule and re-structure
the financial liabilities, and guarantee as joint and several co-obligors,
hereinafter, either the Loan Re-structuring Agreementor the Agreement", as
follows: FIRST: Definitions.For the purposes of this Agreement, unless otherwise
defined herein, the following terms shall have the meanings specified below: 2




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Creditorsmeans, collectively, Corpbanca, Scotiabank, and Bankboston, and
their respective successors and assigns. Fiscal Yearmeans each annual
period commencing January 1st and ending December 31st of each calendar year.
Banksmeans Creditors. Agent Banksmeans Corpbanca and Scotiabank, both as
above identified, or whoever shall substitute or replace them at any time,
pursuant to a Creditors agreement. Administrative Agent Bankmeans
Corpbanca, as above identified, or whoever shall substitute or replace it at
any time, pursuant to a Creditors agreement. Material Adverse Changemeans
any event, circumstance, or fact which shall have a materially adverse effect
on: (a) the business, the assets, the operations, or the financial status of
Debtor; or (b) the validity or the legal enforceability of this Agreement;
Feesmeans the Structuring Fee, the Administrative Agent Bank Fee, and the
Agent Banks Fee, as described in Clause Nineteenth of this Agreement.
Controlhas the meaning assigned to this term in section ninety-seven of Law
No 18045, or Securities Exchange Market Law. Loanshas the meaning assigned
to this term in Second clause (D) hereof. Outstanding loanshas the meaning
assigned to this term in Second clause (B) hereof. New Loanshas the meaning
assigned to this term in Second clause (C) hereof. Total Financial Debt
means the financial obligations consolidated with banks and financial
institutions and with the public at large including obligations documented by
promissory notes, notes, commercial papers, and alike; liabilities and
accounts and documents payable to institutions associated to banks and
financial institutions, short- and long-term leasing transactions; and
contingent financial obligations, all determined as per the generally accepted
accounting principles ruling in Chile. Banking Business Daymeans any day
on which commercial banks are required to be open to the public.
Notwithstanding this, for the purposes of computing legal and Court periods, a
Banking Business Day will have the meaning assigned to such expression by the
law of the place where such period shall be computed. Loan Documentsmeans
this Loan Re-structuring Agreement and any Promissory Notes as may be amended,
extended and/or issued and signed in connection with this Agreement. EBITDA
means, for any period, the sum of the consolidated Operating Income (loss)
line five . thirty-one . eleven . zero zero of FECU, and (i) the depreciation
of Fiscal Year line five-fifty . thirty . zero five of FECU, and (ii) the
Amortization of Intangibles line five . fifty . thirty-ten of
FECU. Related Companiesmeans, with respect to DEBTOR, the companies described in section
one hundred of the Securities Exchange Market Law. FECUmeans Ficha
Estadística Codificada Uniforme[Statistical Uniform Encoded Record] on which
the financial statements are reported in accordance with Superintendencia de
Valores y Seguros de Chile[the Chilean Superintendence of Securities and
Insurance], and prepared in accordance with the generally accepted accounting
principles of Chile. Financial Expensemeans total expenses pursuant to tine
five . thirty-one . twelve. sixty of FECU. Greater Santiagomeans the
territory comprising the following thirty-four districts of the Metropolitan
Region of Chile: Cerrillos, Cerro Navia, Conchali, El Bosque, Estación Central,
Huechuraba, Independencia, La Cisterna, La Florida, La Granja, La Pintana, La
Reina, Las Condes, Lo Barnechea, Lo Espejo, Lo Prado, Macul, Maipú, Ñuñoa,
Pedro Aguirre Cerda, Peñalolén, Providencia, Pudahuel, Quilicura, Quinta
normal, Recoleta, Renca, San Joaquín, San Miguel, San Ramón, Santiago,
Vitacura, San Bernardo, and Puente Alto. Extension Sheetshas the meaning
assigned in the Sixth Clause of this Agreement. Management Feesmeans the
remuneration payable by DEBTOR and its affiliates to the Related Companies for
the services provided by the latter. Applicable Marginhas the meaning
assigned in Sixth Clause of this Agreement. Promissory Note(s)means the
promissory notes documenting the Outstanding Loans, copies of which are
attached as Annex A hereof, and the New Loans, pursuant to the Second Clause
(D) hereof. Net Worthmeans, with respect to any Person, line five .
twenty-four . zero zero . zero zero of FECU, stated in pesos. Personmeans,
whenever such term is used to define DEBTORs obligations under this
instrument, any natural or legal person, and any association, joint venture,
firm, or company. Pesosmeans the legal currency in force in Chile. Local
Ratingmeans the DEBTORs solvency rating, given by at least one of the local
risk rating agencies working in Chile and related to S&P, Moodys or Fitch.
Where no such agencies exist, those registered with Superintendencia de Valores
y Seguros, satisfactory to the Banks, will be 3




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considered. Financial Expense Coverage Ratiomeans EBITDA divided by
Financial Expense. Financial Indebtedness Ratiomeans dividing the Overall
Financial Debt by EBITDA. Interest Ratehas the meaning assigned in the
Sixth Clause of this Agreement. Base Ratemeans the Bank rate (TAB) for
180-day re-adjustable Transactions as determined by the Asociación de Bancos e
Instituciones Financieras de Chile A.G.[Association of Chilean Banks and
Financial Institutions] on the 29th day of July, 1992, and passed onto the
Santiago Notarial Record in charge of Mr. Raúl Undurraga Laso, as at August 7,
1992, and published on the Official Gazette dated August 22, and 28, 1992, a
combined text of which was agreed on the Associations Board meeting of
November 14, 2003, and transcribed as deed at Mr. Raúl Undurraga Lasos
Notarial Register on January 13, 2004, volume one hundred and forty-seven, a
briefing of which was published on the Official Gazette dated January 17, 2004. SECOND: A. Background. (One)By deed dated April 26, 2000, authorized by the
Santiagos Notary Public Mr. Eduardo Pinto Peralta, Notarial Record 8,799/2000,
Corpbanca, Scotiabank, Bankboston, and former Banco de A. Edwards (now, Banco
de Chile), in their capacity as creditors, granted a loan to DEBTOR for the
amount in Pesos of 1,173,570 equivalent to twenty-five Unidades de Fomento
[Promotion Units], equivalent as at that date to 35 million United States
Dollars, which amount was disbursed in full by creditors in favor of DEBTOR on
that same date, pursuant to the terms and conditions set forth in the
above-mentioned public Deed. The loan was instrumented in ten promissory notes
executed by DEBTOR, on the date of disbursement, made to the order of each of
the above-mentioned creditors; copies of such promissory notes are attached as
ANNEX A hereof, and are an integral part of this instrument. (Two)By deed
that amended the syndicated loan facility agreement, dated December 12, 2002,
as authorized by the Santiagos Notary Public Mr. Eduardo Avello Concha,
Notarial Record 14,259/2002, the loan agreement identified in the preceding
sub-paragraph (One), was amended with respect to the terms stated in the
above-mentioned public deed, as well as to the promissory notes subscribed by
DEBTOR to the order of every one of the creditors. (Three)By loan assignment
deed, authorized on the date hereof and by the same Notary Public, on Notarial
Record 10,670 / 2004, by and between Banco de Chile in its capacity as legal
successor of Banco de A. Edwards and Bankboston, in the capacity as assigning
banks, and Corpbanca and Scotiabank, in the capacity of assignee banks, (i)
Banco de Chile assigned to Corpbanca the claims for which it had title to, as
against the DEBTOR pursuant to the agreement identified in Section One above,
amended as mentioned in Two above, and endorsed the Promissory Notes numbered
One and Two subscribed by DEBTOR to the order of Banco de A. Edwards (now Banco
de Chile) which notes accounted for the assigned obligations; and (ii)
Bankboston partially assigned to Scotiabank the claims it held as against
DEBTOR under the loan agreement identified in Section One above, amended as
mentioned in Two above, and endorsed the Promissory Note number 9 subscribed by
DEBTOR to the order of Bankboston which note accounts for the assigned
obligations. B. Outstanding loans.Pursuant to the agreements identified in A above and the
promissory notes, copies of which are attached as Annex A hereof, and which are
integral part of this instrument, DEBTOR, as at the date hereof, owes to every
one of the Creditors appearing before me for this deed, the following amounts:
One)with respect to Corpbanca, Debtor acknowledges having a debt with, and owe
to Corpbanca, in respect of principal, the overall amount of 209,395 0 420
Unidades de Fomento[Promotion Units]; Two)with respect to Scotiabank, Debtor
acknowledges having a debt with, and owe to Scotiabank, in respect of
principal, the overall amount of 123,173 ,0 5,518 Unidades de Fomento
[Promotion Units]; and Three)with respect to Bankboston, Debtor acknowledges
having a debt with, and owe to Bankboston, in respect of principal, the overall
amount of 98,538 , 8,416 Unidades de Fomento[Promotion Units]. All
obligations due and payable by DEBTOR to the above-mentioned Creditors and
identified in the preceding sections of this Clause, amount to an overall
amount in respect of principal, of 431,107 , 4,411 Unidades de Fomento
[Promotion Units], which, for the purposes of this Agreement, will be referred
hereinafter as Outstanding Loans.The parties hereby 4




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agree that any and all interest accrued as at this date in respect of the
Outstanding Loans, have been paid on the date hereof by DEBTOR to Creditors, as
appropriate, and Creditors hereby acknowledge receipt of the payment to their
entire satisfaction. C. New Loans.Creditors hereby grant and disburse to IBEROAMERICAN RADIO
CHILE S.A. the following loans: One)Corpbanca grants and disburses to DEBTOR a
loan for a principal amount of 60,604 comma 9,580 Unidades de Fomento; Two)
Scotiabank grants and disburses to DEBTOR a loan for a principal amount of
51,826 comma 4,482 Unidades de Fomento; and Three)Bankboston grants and
disburses to DEBTOR a loan for a principal amount of 6,461 comma 1,584
Unidades de Fomento; the loans referred to above and amounting to an overall
principal sum of 118,892 comma 5,646 Unidades de Fomentowill be referred to,
hereinafter, as the New Loans", and DEBTOR hereby declares to have received
through its appointed proxies, the above-mentioned amounts to its entire and
absolute satisfaction. The New Loans are documented through promissory notes
subscribed on the date hereof by DEBTOR to the order of every one of the
Creditors, and endorsed by every one of the GUARANTORS, for the amount of their
respective loans. D. Acknowledgement of Debt.Consequently, pursuant to the acknowledgements of
debt contained in paragraph B of this Second Clause and of the New Loans
disbursed as provided in Paragraph C above, DEBTOR hereby acknowledges its debt
owned as at the date hereof to every one of the Creditors appearing before me,
in the amounts listed below: One), DEBTOR hereby acknowledges and assumes to
owe to Corpbanca an overall principal amount of 270,000 Unidades de Fomento;
Two)DEBTOR hereby acknowledges and assumes to owe to Scotiabank an overall
principal amount of 175,000 Unidades de Fomento; Three)DEBTOR hereby
acknowledges and assumes to owe to Bankboston an overall principal amount of
105,000 Unidades de Fomento. All above-mentioned amounts referred to in this
paragraph D, owed by DEBTOR to Creditors, amount to an overall principal sum of
550,000 Unidades de Fomento, and will be referred to hereinafter for all
purposes relating to this Agreement as the Loans"; and the promissory notes
evidencing both the Outstanding Loans and the New Loans, will be referred to
hereinafter as "the Promissory Notes"; copies of all Promissory Notes are
attached hereto as ANNEX A, and are integral part of this Agreement. It is
hereby agreed that the above-listed amounts, taking the payment of the amounts
in respect of interest into account, as referred to in the Sixth Clause below,
are the only amounts owed by DEBTOR, as at the date hereof, to Creditors under
the loan agreement identified in Item One, paragraph A of this Clause, as
amended by the deed identified in Item Two Paragraph A of this Clause, the
Promissory Notes, and this Agreement.
In addition, it is expressly agreed that the Stamp Tax levied on the Promissory
Notes has been paid and acknowledged, as provided by law, fully and in due
course, prior to the date hereof, with respect to the Outstanding Loans, and to
the New Loans. THIRD: Re-scheduling, Re-structuring, Re-financing, and Amendment.Pursuant to
this Deed, both Creditors and DEBTOR, as represented by the representatives
first above written and appearing before me, hereby agree, with no novation
intent involved, on the re-scheduling, re-structuring, re-financing, and
amendment of the Outstanding Loans, pursuant to the terms and conditions
described in the clauses below of this Agreement and in the extension sheets to
be attached to the relevant Promissory Notes, as provided in the Fourteenth
Clause hereof. FOURTH: Adjustability.The Loans principal amount owed by IBEROAMERICAN to the
Creditors will be determined and paid in Pesos, at the Unidad de Fomentorate
in force on the respective payment date thereof, provided that, if payment
shall be made after the stated maturity, and on such date the Unidad de Fomento
rate shall be higher, then, the latter rate shall be used. Pursuant to the
provisions of paragraph nine of Section 35 of the Charter of Chilean Central
Bank, contained in section one of Law 18,840, published on the Official Gazette
of October 10, 1989, the parties hereto agree that, if for whichever reason,
either the Unidad de Fomento, or its current calculation modality no longer
existed, all obligations stated in Unidad 5




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de Fomentounder this Agreement will continue to be governed by the rules
therefore in force as at such date, unless the parties agree on replacing such
rules for a new system for the adjustment of Chilean banks transactions, as
issued by the Central Bank of Chile. FIFTH: Loan principal Payment Dates.Creditors and DEBTOR hereby agree to, as
from the date hereof, re-schedule the Loans, and further agree on a long-term
debt re-structuring with final maturity date on June 5, 2009, in accordance
with the partial maturities and payment schedules described below in this Fifth
Clause. Accordingly, DEBTOR hereby unconditionally assumes the obligation to
pay to Creditors, pro rata to their loans, the principal amounts owed in
respect of the Loans in ten semi-annual and consecutive installments, in the
following amounts, which will be distributed on a pro-rata basis among the
Creditors: One) first principal payment installment: 22,000 Unidades de Fomento
with maturity date on December 5, 2004, as follows: a)to Corpbanca: the amount
of 10,800 Unidades de Fomento; b)to Scotiabank: the amount of 7,000 Unidades
de Fomento; and c)to Bankboston: the amount of 4,200 Unidades de Fomento; Two)
second principal payment installment:22,000 Unidades de Fomentowith maturity
date on June 5, 2005, as follows a)to Corpbanca: the amount of 10,800 Unidades
de Fomento; b)to Scotiabank: the amount of 7,000 Unidades de Fomento; and c)
to Bankboston: the amount of 4,200 Unidades de Fomento; Three) third principal
payment installment:55,000 Unidades de Fomentowith maturity date on December
5, 2005, as follows a)to Corpbanca: the amount of 27,000 Unidades de Fomento;
b)to Scotiabank: the amount of 17,500 Unidades de Fomento; and c)to
Bankboston: the amount of 10,500 Unidades de Fomento; Four) fourth principal
payment installment:55,000 Unidades de Fomentowith maturity date on June 5,
2006, as follows a)to Corpbanca: the amount of 27,000 Unidades de Fomento; b)
to Scotiabank: the amount of 17,500 Unidades de Fomento; and c)to Bankboston:
the amount of 10,500 Unidades de Fomento; Five) fifth principal payment
installment:55,000 Unidades de Fomentowith maturity date on December 5, 2006,
as follows a)to Corpbanca: the amount of 27,000 Unidades de Fomento; b)to
Scotiabank: the amount of 17,500 Unidades de Fomento; and c)to Bankboston: the
amount of 10,500 Unidades de Fomento; Six) sixth principal payment installment:
55,000 Unidades de Fomentowith maturity date on June 5, 2007, as follows a)to
Corpbanca: the amount of 27,000 Unidades de Fomento; b)to Scotiabank: the
amount of 17,500 Unidades de Fomento; and c)to Bankboston: the amount of
10,500 Unidades de Fomento; Seven) seventh principal payment installment:
55,000 Unidades de Fomentowith maturity date on December 5, 2007, as follows
a)to Corpbanca: the amount of 27,000 Unidades de Fomento; b)to Scotiabank:
the amount of 17,500 Unidades de Fomento; and c)to Bankboston: the amount of
10,500 Unidades de Fomento; Eight) eighth principal payment installment:55,000
Unidades de Fomentowith maturity date on June 5, 2008, as follows a)to
Corpbanca: the amount of 27,000 Unidades de Fomento; b)to Scotiabank: the
amount of 17,500 Unidades de Fomento; and c)to Bankboston: the amount of
10,500 Unidades de Fomento; Nine) ninth principal payment installment:55,000
Unidades de Fomentowith maturity date on December 5, 2008, as follows a)to
Corpbanca: the amount of 27,000 Unidades de Fomento; b)to Scotiabank: the
amount of 17,500 Unidades de Fomento; and c)to Bankboston: the amount of
10,500 Unidades de Fomento; and Ten) tenth principal payment installment:
121,000 Unidades de Fomentowith ma
turity date on June 5, 2009, as follows a)
to Corpbanca: the amount of 59,400 Unidades de Fomento; b)to Scotiabank: the
amount of 38,500 Unidades de Fomento; and c)to Bankboston: the amount of
23,100 Unidades de Fomento; each of the above-mentioned principal payment
dates, is referred to as a Principal Payment Datefor all purposes relating
to this Agreement, and each principal installment payable on such dates is
referred to as an Amortization. SIXTH: Interest. The Loans principal amount owed accrues an interest rate
computed from the date hereof to the date of full and effective payment of the
Loans principal based on the 180-day TAB rate plus the following annual margin:
if DEBTORs Local Rating is BBB or less, the applicable margin will be three
annual percent points; if DEBTORs Local Rating is BBB+, the applicable
margin will be two point five annual percent points; if DEBTORs Local Rating
is A-, the applicable margin will be two point twenty-five annual percent
points; 6




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and if DEBTORs Local Rating is A or more, the applicable margin will be two
annual percent points; thereafter, the annual margin will be referred to as the
Applicable Margin", and the TAB Rate plus the Applicable Margin will be
referred to as the Interest Rate.For the first Interest Period and provided
that the DEBTORs Local Rating shall not suffer any change, the Applicable
Margin is set at two point five annual percent points. For subsequent
maturities, the Applicable Margin will be subject to changes only if and
provided that DEBTORs rating shall suffer any change, as referred to above.
Any change in DEBTORs Local Rating during an Interest Period will be
considered only if such change continues by the commencement of the following
Interest Period. In the event that the referred TAB Rate were not reported in
the future, and/or that such Rate were not set or suggested by the Banks
Association, the applicable interest rate will be the rate that results from
adding the Applicable Margin to the Basic Rate as described below. Such
Basic Rate will be the rate informed fortnightly by the Central Bank of Chile
and published on the Official Gazette, for adjustable 90 to 365-day deposits,
annual base, average fortnightly interest rate (TIP) increased in the mandatory
legal reserve for this kind of deposits, discounted of the interest established
in Article III.A.two of the Compendio de Normas Financieras[Financial Rules
Summary]. In the event that no TIP Rate was published or certified by the
Central Bank, or that TIP Rate no longer existed, the Basic Rate will be the
Banks average deposit-taking interest rate for 180-day commercial lending. In
the event that DEBTOR or any other obligated payer would contest any one or
more of the elements making up the agreed rate, the maximum usual interest rate
for this kind of transactions will be used instead. The preceding sentence
will not apply where the objection refers to number or calculation errors.
Interest, as calculated by applying the Interest Rate to the Loans principal
amount owed, shall be payable together with each Amortization, on each Date of
Principal Payments. For the purposes of this Agreement, each above-referenced
interest payment date will also be referred to, as an Interest Payment Date,
and each semi-annual period immediately prior to an Interest Payment Date,
including the first day, but excluding the last day, will hereinafter be
referred to as an Interest Period.All interest amounts will be calculated
on the basis of a 365-day year and on the number of days actually lapsed during
the relevant period. If any Principal Payment Date or Interest Payment Date
shall fall on a day that is not a Banking Business Day, that mere fact will
automatically postpone the Principal Payment Date or Interest Payment Date to
the immediately following Banking Business Day, provided, however, that if as a
result of such extension, the payment shall have to be made on the following
calendar month, such payment will be made on the immediately preceding Banking
Business Day. In such event, the payment will include any amount in respect of
interest accrued until the actual date of payment, and the new Interest Period
will be computed from the date, as discussed above, of actual interest payment
to the next Interest Payment Date. The parties hereby agree that the
Promissory Notes in respect of the Loans shall be changed, from time to time,
only if the Applicable Margin changes, as discussed above. For such purposes,
DEBTOR hereby undertakes to sign the relevant Promissory Note extension sheets,
to Creditors satisfaction, and in the form attached as Annex B hereof, which
Annex is an integral part of this Agreement, signed by DEBTORs
representative(s) and each Guarantor as surety, which signatures will be duly
legalized by Notary Public, on the com
mencement date at most of the Interest
Period to which the new Applicable Margin will apply, but only to the extent
that such Applicable Margin has changed. The parties hereby additionally
accept that for the purpose of evidencing the applicable interest rate, and/or
the rate ruling for the Loans from time to time during the effectiveness
thereof, the Banks shall, through the Administrative Agent Bank, use any means
of evidence, including certificates or statements issued by the Banks
Association proper, and in the case of the substitute rate, of the publications
on the Official Gazette or Central Bank evidences, at the Administrative Agent
Banks option. SEVENTH: Payment. Taxes.Any amount payable by IBEROAMERICAN to the Banks
hereunder shall be made at the Administrative Agent Banks address at 1072
Huérfanos St., Santiago, Chile. Any and all payments shall be made before noon
of the relevant payment day, at the stated address, with immediately available
funds deposited with the bank checking account to be designated by the
Administrative Agent Bank and notified to DEBTOR. Any 7




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payment received after such date and time will be deemed, only at Creditors
discretion, as made on the following Business Day. In turn, the Administrative
Agent Bank will, prior to 2 PM of the same day, notify each Creditor the amount
relevant to each such Creditor out of the DEBTORs payments as if the DEBTOR
had paid them to the Administrative Agent Bank. Additionally, subject to the
provisions of this Seventh Clause, any and all payments made by DEBTOR under
this Agreement and the Promissory Notes, shall be net, and free of withholdings
in respect of any present or future tax levied by operation of the laws of
Chile on this type of loan, with the exception of the first category tax levied
on the respective Creditors income. In any event, all taxes imposed on the
instruments evidencing the Loans will be at the DEBTORs sole expense, and
DEBTOR hereby assumes this tax-paying obligation at any Creditors mere
request. EIGHTH: One) Voluntary Pre-payment. a)DEBTOR may, on any Interest Payment
Date, and at no additional cost for DEBTOR, pay for the Loans, in full or in
part, provided, however, that the following conditions shall be met: (i) DEBTOR
shall previously send an irrevocable written notice to the Administrative Agent
Bank, stating its decision to make a voluntary pre-payment of the Loans, which
notice shall be sent not less than five Business Banking Days in advance of
such pre-payment date, indicating the amount that will be pre-paid, as provided
in this Eighth Clause; and (ii) each full or partial Loan prepayment shall be
made to all Creditors, pro-rata to their holdings in the overall outstanding
principal amount of the Loans; and (iii) each partial pre-payment of the Loans
shall at least be for an amount equivalent to one or more principal
installments. b)Additionally, DEBTOR may fully or partially pre-pay the
Loans, at any date other than the above-specified date, provided, however, that
the requirements described in a) above shall be complied with, and, that DEBTOR
shall additionally pay for the break funding cost, equivalent to the cost that
results from applying the plus difference (if any) between the 180-day TAB Rate
inherent in the Loans upon the pre-payment, and the market rate ruling on the
same date, on the unpaid principal amount, and for the number of days until the
closest following principal or interest payment maturity date. Voluntary
pre-payments made pursuant to this Clause will be applied to not-yet due Loan
Amortizations, in the reverse order of maturity. Two) Obligatory Pre-payment.
In the event that the parties indirectly controlling DEBTOR, i.e., the Cisneros
Group, and Hicks, Muse, Tate & Furst Inc., will no longer have an indirect
Control over Iberoamerican Radio Chile S.A., Creditors may request
IBEROAMERICAN either the full or partial pre-payment of the Loans. No Change
of Control will be deemed to exist in the case of changes among the
above-referred controlling parties of the equity or corporate shares they
currently hold over the Chilean or foreign companies through which they control
DEBTOR, provided, however, that such change shall not involve the loss of
Control over DEBTOR. In the case of a Change of Control, DEBTOR will be
obligated to report it to the Administrative Agent Bank within five Banking
Business Days from receiving notice thereof. Under such circumstance, the
provisions of One) b) of this Clause will apply. NINTH: Penalty Interest.In the case of default, or mere delay, in the payment
of principal and/or interest on Loans, interest will be capitalized as provided
in Section 9 of Law No 18,010, accruing a penalty interest equivalent to the
maximum usual rate permitted for adjustable transactions in national currency,
in force on the date of default or on the date of actual payment of such
penalty interest, whichever is higher. The penalty interest will be calculated
on the principal amount owed from default, or mere delay, in payment up to the
date of actual payment of the amounts owed, notwithstanding any other rights
that Creditors may exercise as provided by the law. TENTH: Fund Costs Increase.If as a result of any statutory or regulatory
ruling issued or enacted by any authority, and applicable to Creditors (i)
there shall be required, modified, or applied any reserve, special deposit,
bank cash reserve requirement as against the assets, deposits or loans granted
by Creditors; or (ii)there shall be imposed on Creditors, or on the Chilean
market, another condition or requirement affecting this Agreement, or the loans
granted by such Creditors, and the result of any (i) and/or (ii) above shall be
an increase of Creditors 8




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costs to maintain the Loans, or else, a reduction of the amount of any sums
received, or to be received by Creditors under the Loans, whether in respect of
principal, interest, or otherwise, then, DEBTOR shall pay to Creditors an
additional amount or amounts as setoff in respect of such additional costs
incurred. ELEVENTH: Representations and Guarantees:DEBTOR represents and warrants that:
(a)The Debtor is duly organized and validly existing under the laws of Chile,
with its powers and authority validly issued and standing, and has taken all
actions necessary to execute and perform this Agreements on the terms and
conditions thereof. (b)The execution and performance of this instrument, and
the provisions hereof do not conflict withm or result inm a breach or violation
of any law applicable to Debtor, the by-laws of DEBTOR, or any valid agreement
or instrument to which DEBTOR is a party. (c)All consents, licenses,
authorizations and approvals of any Governmental Authority or any other third
party, that are necessary for the execution, validity, and enforceability of
this document have been obtained prior to the execution hereof. (d)Each of
the Loan documents both this instrument and the Promissory Notes constitute
its legal, valid, and binding obligations. (e)As at the date hereof, and from
December 31, 2003, no Adverse Material Change has occurred to Debtor. The
occurrence of an Adverse Material Change will be either qualified or rated
solely by Creditors. (f)As of the date hereof, no legal proceedings are
pending or threatened before any court or governmental agency or otherwise
against DEBTOR which might materially and adversely affect the Debtors
financial condition, business or operations, or which might affect the
validity, or restrain the performance of any Debtors obligations under this
instrument. It is understood that the conditions listed above are of a nature
that obligates DEBTOR to report them as a material event, if appropriate, in
the manner provided by the law, and in the understanding that no facts are
maintained in reserve, which shall be, or currently are, in the process of
being disclosed. (g)As of the date of this instrument, none of the events
described in the Fourteenth Clause hereof, and which qualify for acceleration
affect DEBTOR. (h)As of the date hereof, there are no tax, social security,
or labor or other preferential claims due and payable. (i)All consents,
authorizations, decrees, licenses and approvals of, or by, any Governmental
Authorities or other Regulatory Agencies that are necessary for the normal
operations and commercial performance of DEBTOR in the long-term are in full
force and effect. (j)As of the date hereof, DEBTOR is controlled by Claxson
Chile, with a direct and indirect stake held of 99.99% share of DEBTORs
capital stock, equivalent to 17,913,108 shares of the DEBTORs stock. TWELFTH: Affirmative Covenants.While this Agreement is in full force and
effect and until every one and all amounts owing under this Agreement and the
Promissory Notes have been paid in full, the DEBTOR and the Guarantors,
excluding Claxson Chile, except in the cases expressly listed below in this
Clause, covenant and agree as follows, which covenants are expressly accepted
by Creditors: One)Send to each Creditor (a)including to Claxson Chile,
within 120 days after the closing of each Fiscal Year, the audited annual
financial statements; (b)within sixty days after the end of each quarter, the
audited quarterly financial statements, with limited auditors review; (c)
within thirty days after the end of each month, the monthly Cash Flows
statement which will include a break-down of expense items arising from
Management Fees, prepared by the direct method; Two)Send to the Banks, and to
Claxson Chile, on a quarterly basis, a certificate signed by the DEBTORs
General Manager or Finance Manager, and by every one of the Guarantors,
respectively, of compliance with all affirmative and negative covenants assumed
by DEBTOR and Guarantors pursuant to this Twelfth Clause and to the Thirteenth
Clause hereof. Three)Furnish every one of the Creditors, and Claxson Chile,
with all administrative, corporate, financial, commercial, and accounting
information, and generally, with any information relating to the management and
development of the business of DEBTOR, Guarantors, and the respective
Affiliates thereof, as Creditors may reasonably request, and relevant to assess
and control the performance of DEBTORs and Guarantors obligations under this
Agreement. Four)Promptly, and in any event within ten days from becoming
aware thereof, send notice in writing to the Administrative Agent Bank, and to
Claxson Chile of (a)the occurrence of any default of the affirmative and
negative covenants 9




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contained in this Twelfth Clause and to Thirteenth Clause hereof, by any of
them, or of an Event of Default referred to in the Fourteenth Clause of this
Agreement; and (b)about the occurrence of a material non-reserved event,
within the same period in which such events shall be reported by DEBTOR to the
Superintendencia de Valores y Segurospursuant to the statutory rules in force.
Five)Compliance, including Claxson Chile, with all laws, regulations, rules,
and Governmental requirements applicable to them; keeping of their corporate
books and records as required by the law; and doing whatever is necessary or
required to maintain all its rights, franchises, patents, licenses, and
industrial property rights and copyrights in full force and effect, and as
provided by the law, unless failure to do so shall not reasonably give rise to
a Material Adverse Change. Six)Set up and keep adequate accounting systems
in pesos, the legal currency of Chile, based on the generally accepted
accounting principles of Chile, in such a manner that the performance of the
obligations contained in item eight of this Clause, items four, seven, and nine
of the Thirteenth Clause, and other obligations hereof, as appropriate, will be
determined on the basis of DEBTORs and Guarantors consolidated financial
statements; additionally, of DEBTORs and Guarantors annual, individual, and
consolidated financial statements, except Claxsons, which shall be prepared by
DEBTOR and/or Guarantors, and later audited by auditing firms of international
renown. Seven)DEBTOR shall make provisions and allowances for any adverse
contingency that may adversely affect its business, financial condition or its
operating results, which provisions and allowances shall be disclosed on
DEBTORs financial statements, where appropriate, in accordance with the
generally accepted accounting principles of Chile. Eight)DEBTOR shall on a
consolidated basis, maintain: (a)an Interest Expense Coverage Ratio of not
less than 4.0 times; (b)a Financial Debt ratio of less than or equal to 3
times as from December 2004; of less than or equal to 2.5 times, as from
December 2005; and of less than or equal to 2 times, as from December 2006; (c)
a minimum consolidated Equity of 800,000 Unidades de Fomento, with the
exception of tax changes and/or changes in a generally accepted accounting
principle (GAAP) affecting the financial statements; (d)Overall Financial
Debt: of less than or equal to 650,000 Unidades de Fomentothroughout 2004; of
less than or equal to 600,000 Unidades de Fomentoas from June 30, 2005; and
of less than, or equal to 500,000 Unidades de Fomentoas from December 31,
2005. The above-mentioned financial obligations will be measured by the
DEBTORs consolidated quarterly financial statements, with limited review,
taking into account, for the respective calculation purposes, the twelve-month
period immediately preceding closing date of each quarter; except for the
calculation made on the closing of the forth quarter of each calendar year,
which will be made with the DEBTORs annual consolidated and audited financial
statements. Nine)DEBTOR undertakes to maintain the local risk rating in full
force and effect by at least one risk rating agency of renown. Ten)DEBTOR
will maintain the guarantees referred to in the Sixteenth Clause hereof in full
force and effect, including Claxson Chile. Eleven)DEBTOR will maintain the
fixed assets in good operating condition, and insured in the amounts and
against the risks that are usual for the insurance of such assets by industries
alike DEBTORs. Twelve)Deliver to each Creditor, pursuant to the provisions
of the Sixth Clause hereof, the related Promissory Note extension sheets, to
Creditors satisfaction and in the format attached
as ANNEX Bhereof, signed by
DEBTORs representative(s), and by every one of Guarantors as surety,
including Claxson Chile, and duly authorized by Notary Public, by not later
than the commencement of the Interest Period to which the new Applicable Margin
will apply and only in the event that this Applicable Margin shall change. THIRTEENTH: Negative Covenants.DEBTOR and Guarantors, excluding Claxson
Chile, except in the cases expressly listed below in this Clause, covenant and
agree, while this Agreement is in full force and effect and until every one and
all amounts owing under this Agreement and the Promissory Notes have been paid
in full, that they will not: One)spin-off, transform, merge into or
consolidate with any other entity. Re-structuring and/or mergers of DEBTOR and
of Guarantors, including Claxson Chile, or among the latter, will be permitted,
provided that they shall not be detrimental to DEBTORs solvency or its surplus
generating capacity; Two)Create and assume, without the prior written consent
of Creditors: (i)any pledge, mortgage, or any other surety or security
interest, or lien, and (ii)any security interest or 10




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surety, provided, however, that DEBTORs or any of Guarantors performance
bonds created or assumed in the ordinary course of business shall be excluded;
Three)Make payments to Related Companies, other than in respect of dividends,
without the prior written consent of Creditors, in respect of financial
obligations or payments on any other obligation, provided, however, that the
amounts payable by DEBTOR in settlement of debts with Related Companies, as
provided in item Six of this Clause shall be excluded from this payment
restriction. Four)Dispose, without the prior written consent of Creditors, of
fixed assets for an amount in excess of 10% of the total value of its assets
necessary to carry on its main business, to companies other than DEBTOR or
Guarantors, which value shall be the book value of such fixed assets, as stated
on the last audited Financial Statements of DEBTOR and of Guarantors. It is
expressly agreed that DEBTOR is authorized to re-negotiate the current leasing
of the real estate occupied by its premises at 1783 Eleodoro Yáñez St.,
Providence, Santiago, whether as a leasing or other options available in the
financial system; Five)Dispose, without the prior written consent of
Creditors, investments on fixed assets for total annual amounts in excess of
28,000 Unidades de Fomento,of which, up to 12,000 Unidades de Fomentoat most,
may be allocated to the addition of fixed assets, and 16,000 Unidades de
Fomentoat most, may be allocated to the acquisition of telecommunication
licenses. Notwithstanding this, if (i)the total amount of the investment in
fixed assets on a given Fiscal Year was lower than the maximum permitted amount
for such Fiscal Year prior to adding any surplus then, the surplus may be
added to the amount of fixed asset investments permitted for any immediately
following Fiscal Year, in such a way that surpluses may accumulate indefinitely
and may be added to one or more of the following Fiscal Years; Six)in the case
of DEBTOR, make payments in respect of current liabilities with Related
Companies, when the Financial Indebtedness Ratio, as measured in the preceding
quarterly period, at consolidated level, is higher than 2.5 times, or a minimum
and disposable reserve has been established, in cash or securities, equivalent
to the overall amount payable on the closest principal and interest payment
date. In addition, it is expressly agreed that DEBTOR is authorized to
allocate up to an amount equivalent to 119,000 Unidades de Fomento, for New
Loans, to the payment of current liabilities with Related Companies; Seven)do
transactions with Related Companies unless they are: (i)on market terms, and
(ii)within the ordinary course of business; Eight)in the case of DEBTOR, make
Management Fee payments for annual amounts in excess to the amount currently
arranged with Claxson Chile. In connection with this covenant, it is expressly
agreed that the agreement executed by DEBTOR with its parent company, Claxson
Chile, for technical assistance and services, including management, financial,
and technical advisory services, as well for the sale and marketing of its
advertising space, and related activities, is in full force and effect.
Pursuant to such agreement and to the services referred do therein, DEBTOR
undertakes to pay to Claxson Chile a maximum annual remuneration for the sum in
pesos equivalent to up to 71,000 Unidades de Fomentoplus VAT, plus a maximum
variable amount equivalent to the total annual amount of fees payable to
Claxson Chiles advertising sales teams, which amount, shall not in any event
be in excess of 3.5% of its consolidated annual sales for this concept. With
respect items two), three), four), five), and upon DEBTORs written request,
Creditors hereby express their disposition to promptly reply to such
requirements. FOURTEENTH: Events of Default and Acceleration Procedure: A)Events of Default.Each of he following, hereinafter Events of Default",
will be considered a default on the Loans: One)any failure by the DEBTOR to
pay in full when and as due any principal Amortization or interest installment
in respect of the Loans, owing under this Agreement, or any other sum owing to
Creditors under the Loans and the Promissory Notes; Two)any failure by DEBTOR
and/or any Guarantor excluding Claxson Chile to pay when due, whether upon
maturity, acceleration, or otherwise, any other amount owing to the Banks or to
any creditor, for a sum in national currency, individually or jointly,
equivalent to 17,650 Unidades de Fomento, as evidenced in a judgment ruled by a
Court of original jurisdiction, or an attachment in aid of execution upon a
judgment pursuant to section 472 of the Civil Code of Procedures, and no one or
more defenses have been filed within such term, and such default 11




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continues and is uncured for a period of thirty days after the occurrence.
Three)any failure by the DEBTOR and/or the Guarantors to perform any of the
obligations arising from the Twelfth and/or Thirteenth Clause hereof, and such
default continues without being cured for thirty days after occurrence thereof,
except for the obligation referred to in item Twelve of the Twelfth Clause
hereof, in which case, a case of default shall be deemed to occur if it
continues uncured during the three Banking Business Days after occurrence;
Four) a)DEBTOR and/or the guarantors (i)shall be declared bankrupt, or shall
voluntarily petition for bankruptcy or liquidation proceedings, pursuant to
Chilean Bankruptcy Law, or the bankruptcy law of any other jurisdiction; or
(ii)an involuntary bankruptcy or liquidation proceeding shall be instituted
against them, or any lien shall have been created upon their property, and such
Lien has not been removed or discharged for a period of thirty days from the
date of its creation; or (iii)shall commence any other proceeding for the
liquidation of their property due to having become insolvent or defaulted on
their obligations; or (iv)shall make a general transfer of their property in
favor of their creditors; or b)shall have commenced off-Court arrangement
proceedings, or filed for judicial reorganization or bankruptcy proceedings
pursuant to Chilean Bankruptcy Law, or the bankruptcy law of any other
jurisdiction; Five)any representation or warranty made by, or deemed made by,
DEBTOR and/or any Guarantor hereunder has proven to have been false or
misleading; Six)any one or more of DEBTORs and/or any Guarantors radio
broadcasting licenses, as appropriate, excluding Claxson Chile, is lost, or
sold, or revoked, and such loss, sale, or revocation involves a reduction of
more than 10% of all licenses jointly held at present. For the purposes of
this 10% calculation, the radio broadcasting licenses located within the
Greater Santiago geographical area shall not be considered; Seven)any failure
to perform or comply with any covenants or provisions set forth in this
instrument, other than those previously stated, which failure remains uncured
for a period of more than thirty days; Eight)where in the Banks substantiated
opinion, an Adverse Material Change shall have occurred. B)Loan Acceleration Procedure.If any such Event of Default as described in
A) of this Fourteenth Clause occurs, then, Creditors may, individually, and in
their sole judgment, declare immediately due and payable all principal amounts
owing under their Loans, as appropriate, the interest thereon, and any other
amounts owing to such Creditors under this Agreement. The declaration by any
Creditor of all Loan amounts owing immediately due and payable, pursuant to
this Fourteenth Clause, shall entitle the other Creditors to proceed
accordingly, with respect to their Loans. The aforementioned right to
accelerate is in addition to any other rights and remedies available to
Creditors under applicable laws and/or under any other document executed by and
among the parties, whether or not in connection with this Agreement, and to any
other rights that under the applicable laws are available to Creditors.
Failure by Creditors to exercise the rights available to them under this Clause
shall not mean a waiver thereof, and Creditors reserve the powers to exercise
them at their convenience. FIFTEENTH: Loan Documents.This Loan Re-scheduling Agreement does not
constitute any novation of the obligations making up the financial liabilities
re-scheduled under this instrument, which indebtedness will remain documented
in the Promissory Notes or other debt securities currently held by each Bank,
and which are listed as Annex A hereof. The notes evidencing the Loans are
amended on the date hereof, to include the payment terms agreed upon hereby,
and DEBTOR and Guarantors execute, as surety, the relevant extension sheets. SIXTEENTH: Bonds in Force. One)Pledges on Radio Broadcasting Licenses:
a)Public deed dated April 26, 2000, subscribed by Santiago City Notary Public
Eduardo Pinto Peralta, Notarial Record 8800-2000, whereby Debtor and
Guarantors, to the extent applicable, create a commercial pledge pursuant to
sections 813 and subsequent ones of the Code of Commerce, over all broadcasting
licenses granted by the Ministry of Transportation and Telecommunications of
Chile to Debtor and Guarantors, as identified on such instrument; and b)Public
deed dated December 12, 2002, subscribed by Santiago City Notary Public José
Musalem Saffie, Notarial Record 14,264, whereby Abril created a commercial
pledge pursuant 12




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to sections 813 and subsequent ones of the Code of Commerce, over the
broadcasting license identified therein. Two)Security Interest: a)Public
Deed dated April 26, 2000, subscribed by Santiago City Notary Public Eduardo
Pinto Peralta, Notarial Record 8800-2000, as supplemented by public deed dated
May 3, 2000 subscribed by the same Notary Public on Notarial Record 9288-2000,
whereby Debtor and Grantors, to the extent applicable, create a security
interest pursuant to the provisions of Law 18,112 on the chattels owned by
Debtor and Guarantors, and which are identified therein; and b)Public Deed
dated June 2, 2003, subscribed by Santiago City Notary Public José Musalem
Saffie, Notarial Record 6,173-2003, whereby IBEROAMERICAN and Claxson create a
security interest on the vehicles owned by DEBTOR and Claxson Chile, and which
are identified therein. Three)Pledge on Trade Marks: a)Public Deed dated
April 26, 2000, subscribed by Santiago City Notary Public Eduardo Pinto
Peralta, Notarial Record 8800-2000, whereby Debtor and Guarantors, to the
extent applicable, create a commercial pledge pursuant to sections 813 and
subsequent ones of the Code of Commerce, over all trade marks owned by them and
which are identified therein; b)Public Deed dated December 12, 2002,
subscribed by Santiago City Notary Public José Musalem Saffie, Notarial Record
14,262-2002, whereby Abril creates a commercial pledge pursuant to sections 813
and subsequent ones of the Code of Commerce, over all trade marks owned by them
and which are identified therein; Four)Pledge on securities: a)Public Deed
dated April 26, 2000, subscribed by Santiago City Notary Public Eduardo Pinto
Peralta, Notarial Record 8800-2000, whereby Debtor,, Claxson Chile, Radio
Holdings and Radiodifusión created a pledge pursuant to the provisions of Law
4287 on their shares of capital stock of Radio Holdings, Radio Uno,
Radiodifusión, Blaya, Compañía de Radios, Aurora, y Transitoria, as identified
therein; and b)Public Deed dated December 12, 2002, subscribed by Santiago
City Notary Public José Musalem Saffie, Notarial Record 14,263-2002, whereby
DEBTOR and Claxon Chile created a pledge pursuant to the provisions of Law 4287
on their shares of Abrils capital stock, and which are identified therein.
Five)Commitment to Create a Commercial Pledge on the Radio Broadcasting
Licenses and Trade Marks:Public Deed dated April 26, 2000, subscribed by
Santiago City Notary Public Eduardo Pinto Peralta, Notarial Record 8805-2000,
whereby Debtor and Guarantors undertake the obligation to create and maintain
in force, for the term of the Loan Agreements, a commercial pledge pursuant to
sections 813 and subsequent ones of the Code of Commerce, over all their radio
broadcasting licenses and trade marks that acquired or owned by any of the
above after the date of execution of the Loan Agreement. Six)Commitment to
Create a Security Interest:Public Deed dated April 26, 2000, subscribed by
Santiago City Notary Public Eduardo Pinto Peralta, Notarial Record 8804-2000,
whereby Debtor and Guarantors undertake the obligation to create and maintain
in force, for the term of the Loan Agreements, a security interest pursuant to
Law 18,112, or any other kind of applicable pledge pursuant to the provisions
of the law, over the chattels acquired or owned by any of the above after the
date of execution of the Loan Agreement for an individual value equal to or
higher than ten thousand Dollars. Seven)Conditional Assignment of Rights
under the Leasing Contract:Public Deed dated April 26, 2000, subscribed by
Santiago City Notary Public Eduardo Pinto Peralta, Notarial Record 8807-2000,
whereby, Blaya y Vega S.A., conditionally assigned, with Banco Santanders
consent, their
 rights under the Leasing Contract executed in public deed dated
April 29, 1999, subscribed by Santiago City Notary Public Mr. Eduardo Pinto
Peralta, between Blaya y Vega S.A., and Banco Santander, in favor of the
Creditors under the Loan Agreements. By the same instrument, Blaya y Vega
S.A., declare and undertake that, in the event of exercising their purchase
option right over the property subject matter of the Leasing Contract, Blaya y
Vega S.A., or their successors or assigns, will create a first degree mortgage
in favor of the Creditors as security for the obligations assumed by Radio Uno
and the Guarantors under the Loan Agreements and the Promissory Notes. Eight)
Commitment to Create a Mortgage:Public Deed dated April 26, 2000, subscribed
by Santiago City Notary Public Eduardo Pinto Peralta, Notarial Record
8808-2000, whereby Debtor and Guarantors, excluding Claxson Chile, undertake
the obligation to create and maintain in force, for the term of the Loan
Agreements, a first degree mortgage over the real estate owned by Debtor and
its Subsidiaries after the date of execution of the Loan Agreement for an
individual value equal to or higher than forty thousand Dollars. Nine)
Mortgage:Public 13




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Deed dated September 12, 2000, subscribed by Santiago City Notary Public
Eduardo Pinto Peralta, Notarial Record 20275-2000, whereby Blaya creates a
first degree mortgage on the property located at 1792 Federico Froebel St.,
Providencia District, Santiago, registered to its name on page 8426, No 9367,
of the Santiago Real Estate Register Registro de Propiedad del Conservador de
Bienes Raícesfor year 1999. Ten)Surety and Joint and Several Guarantee: a)
Public Deed dated April 26, 2000, subscribed by Santiago City Notary Public
Eduardo Pinto Peralta, Notarial Record 8809-2000, whereby Claxson Chile, Blaya,
Radio Holdings, Compañía de Radios, Radiodifusión, Transitoria, Aurora and El
Litoral, became surety and jointly & severally liable co-obligors of Radio Uno
obligations with creditors under the Loan Agreements and the Promissory Notes;
and b)Public Deed dated December 12, 2002, subscribed by Santiago City Notary
Public José Musalem Saffie, Notarial Record 14,265-2000, whereby Abril became
jointly and severally liable co-obligors of IBEROAMERICAN obligations with
Creditors under the Loans and the Promissory Notes. SEVENTEENTH: Assignments.DEBTOR and/or Guarantors may not, unless with
prior Creditors consent, assign and/or transfer this Agreement, and neither
the rights nor obligations arising there from. Each of the Creditors may
assign and/or transfer, in full or in part, the rights and the claims arising
from this instrument, or from the Promissory Notes subscribed there under, to
any other Creditor subscribing this instrument, without prior DEBTOR and
Guarantors consent therefore. Where the full or partial assignment is made to
another bank or financial institution established in Chile, other than
Creditors, such assignment will require DEBTORs prior and written consent,
which consent will not be unreasonably withheld. The assignment by Creditors,
in full or in part, of the Loans will include the sureties, privileges,
mortgages, and all other guarantees. DEBTOR and Guarantors will not assume any
cost, expense, or tax whatsoever incurred in, or relating to the assignment of
claims by any of the Creditors in connection with this Clause. EIGHTEENTH: Acceptance of Guarantors.Messrs. Marcelo Zúñiga Vettiger
and Andrés Fernández Walker, on behalf of Guarantors, expressly accept all the
terms and conditions of the Loans and the Promissory Notes, and extend such
terms and conditions to all Guarantees referred to in the Sixteenth Clause
above, and to any surety, joint and several obligation, pledges, mortgages, and
other documents executed and delivered, or to be delivered as security of the
Loans and the Promissory Notes. The Banks and the Guarantors, as duly
represented by proxy, hereby agree to amend all Guarantees referred to in the
Sixteenth Clause above, and any surety, joint and several obligation, pledges,
mortgages, and other documents executed and delivered, extending such sureties
to the Loans, the Promissory Notes and the obligations arising from this
Agreement, all of which are ratified in whole by Guarantors. NINETEENTH: Fees.DEBTOR hereby becomes liable to every one of the Banks
in respect of: One)a structuring fee equivalent to 1.0% plus VAT, over the
total principal amount of the Loans owed by DEBTOR to each of the Banks
pursuant to this instrument, hereinafter, the Structuring Fee", payable one
time only, in Pesos pro rata to their respective holdings, on the date of
execution of this Agreement; Two)a fee equivalent to 10,000 United States
Dollars plus VAT, payable annually in United States Dollars, to the
Administrative Agent Bank, commencing on the date of execution of this
Agreement, and on each anniversary of the execution hereof, hereinafter the
Administrative Agent Bank Fee"; and Three)a fee equivalent to 825 Unidades de
Fomentoplus VAT, hereinafter the Agent Banks Fee", payable one time only, in
Pesos, to each of Corp Asesorías Financieras S.A., and Scotiabank, on the date
of execution of this Agreement. TWENTIETH: Additional Representations by the parties.The parties hereby
represent that: One)This Loan Re-Structuring Agreement is not, in its nature,
an off-Court Agreement which type of agreement is governed by Section 169 and
subsequent ones of the Bankruptcy Law, but an Agreement which purpose is
described in the Fourth Clause of this instrument; and Two)All the provisions
contained herein replace and supersede any others provided or 14




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described or agreed upon by and between any of the Banks and IBEROAMERICAN
and/or the Guarantors, prior to the date hereof, and by any instrument
executed, agreed or accepted by DEBTOR and/or the Guarantors, particularly, all
such provisions contained in the documents identified in the Second Clause,
paragraph A, item one) hereof. TWENTY-FIRST: Severability.If for any reason whatsoever any provision
of this Agreement becomes illegal or unenforceable, the illegality or
unenforceability thereof shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this instrument. TWENTY-SECOND: Expenses and Taxes.Subject to the provisions of the
Seventh Clause of this Agreement, all taxes, duties, and expenses, including
legal counsel fees, incurred or accrued or levying or arising from the
execution of this Agreement, the Loans, the Promissory Notes, or the documents
executed, delivered, or subscribed there under shall be at DEBTORs sole
expense, as will be the costs and expenses arising from any amendments and
extensions thereof, and all expenses and fees incurred in the preparation and
signature of this public deed, and all expenses incurred in any instruments and
proceedings subsequent to the execution hereof, or arising from this Agreement,
or from the documents to be subscribed in connection thereto, including any
costs that Creditors may incur in connection with the compulsory execution of
this Agreement. TWENTY-THIRD: Notices. Communications.All notices given hereunder
shall be given to: If the notice or communication is to IBEROAMERICAN RADIO
CHILE S.A., CLAXSON CHILE S.A., BLAYA Y VEGA S.A., IBEROAMERICAN RADIO HOLDINGS
CHILE S.A., COMPAÑÍA DE RADIOS S.A., RADIOIDIFUSIÓN IBEROAMERICAN CHILE S.A.,
RADIODIFUSORA TRANSITORIA S.A., AURORA S.A., SOCIEDAD DE RADIODIFUSIÓN EL
LITORAL LIMITADAor to ABRIL S.A.:it shall be sent to 1783 Eliodoro Yáñez
St., Providencia, Santiago; telephone: 3902052; Telefax: 3812056; for the
attention of: Mr. Andrés Fernández Walker: e-mail: afernandez@claxson.com. If
the notice or communication is to CORPBANCA: address: 1072 Huérfanos St.,
Santiago, Chile; Telephone: 6876016; Telefax: 6878670; for the attention of Mr.
Mauricio Paine; e-mail: mpaine@corpbanca.cl. If the notice of communication is
to SCOTIABANK SUD AMERICANO:address: 226 Morandé St., Santiago; telephone:
6926931; telefax: 6926220; for the attention of Mr. Edgardo Negrete; e-mail:
enegrete@scotiabank.cl. If the notice or communication is to BANKBOSTON N.A.,
Chilean branch; address: 3457 Apoquindo Ave., Las Condes, Santiago; telephone:
68602; telefax: 6860772; for the attention of Ms. Paulina Valdés del Río;
e-mail: pvaldes@bkb.com. TWENTY-FOURTH: Address. Jurisdiction.For all purposes relating to this
Agreement, the appearing parties establish their domicile in the city and
district of Santiago, and submit themselves to the competent jurisdiction of
the Ordinary Courts of Justice. REPRESENTATIVE AUTHORITY. Mr. Pablo de la
Cerda Merinos representative authority to represent CORPBANCAis evidenced in
deed dated January 17, 2003, subscribed by Santiagos Notary Public Patricio
Zaldívar Machenna. Mr. FELIPE CONCHA VALDERRAMAs representative authority to
represent CORPBANCAis evidenced in deed dated February 13, 1996, subscribed by
Santiagos Notary Public Gonzalo de la Cuadra Fabres and in deed dated January
29, 1998 subscribed by Santiagos Notary Public Kamel Saquel Zaror. Ms.
PAULINA VALDÉS DEL RÍOs and Mr. LUIS RECABARREN MARTÍNEZ representative
authority to represent BANKBOSTON N.A., CHILE BRANCH,is evidenced in deed
dated July 20, 2000, subscribed by Santiagos Notary Public Patricio Raby
Benavente. Mr. Claudio Tessa Ferradas and Mr. Eduardo Jofré Pérez
representative authority to represent Scotiabank Sud Americano,is evidenced in
deeds dated February 20, 1998, subscribed by Santiagos Notary Public Enrique
Morgan Torres, and March 1, 2000, subscribed by Santiagos Notary Public
Eduardo Diez Morello. Mr. Andrés Fernández Walkers and Mr. Marcelo Zúñiga
Vettiger representative authority to 15




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represent IBEROAMERICAN RADIO CHILE S.A., CLAXSON CHILE S.A., BLAYA Y VEGA
S.A., IBEROAMERICAN RADIO HOLDINGS CHILE S.A., COMPAÑÍA DE RADIOS S.A.,
RADIODIFUSIÓN IBEROAMERICAN CHILE S.A., RADIODIFUSORA TRANSITORIA S.A., AURORA
S.A., SOCIEDAD DE RADIODIFUSIÓN EL LITORAL LIMITADA, and ABRIL S.A.is
evidenced in deeds dated June 24, 2004 subscribed by Santiagos Notary Public
Eduardo Avello Concha. The above-mentioned representative authorities are not
attached hereto due to being known to the parties and to the authorizing Notary
Public. These presents having been read to the appearing parties, the parties
coming before me, hereunto set their hands before me. I hereby issue this
CERTIFIED COPY. I attest. [signed] on behalf of CORPBANCA by FELIPE CONCHA VALDERRAMA [signed] on behalf of CORPBANCA by PABLO DE LA CERDA MERINO [signed] on behalf of SCOTIABANK SUD AMERICANO by CLAUDIO TESSA
FERRADA [signed] on behalf of SCOTIABANK SUD AMERICANO by Eduardo Jofré Pérez [signed] on behalf of BANKBOSTON N.A., Chile Branch by PAULINA VALDÉZ DEL
RÍO [in hand-writing] 8,451,165-K [signed] on behalf of IBEROAMERICAN RADIO CHILE S.A., CLAXSON CHILE S.A.,
BLAYA Y VEGA S.A., IBEROAMERICAN RADIO HOLDINGS CHILE S.A., COMPAÑÍA DE
RADIOS S.A., RADIODIFUSIÓN IBEROAMERICAN CHILE S.A., RADIODIFUSORA
TRANSITORIA S.A., AURORA S.A., SOCIEDAD DE RADIODIFUSIÓN EL LITORAL
LIMITADA, and ABRIL S.A. by MARCELO ZÚÑIGA VETTIGER [signed] on behalf of IBEROAMERICAN RADIO CHILE S.A., CLAXSON CHILE S.A.,
BLAYA Y VEGA S.A., IBEROAMERICAN RADIO HOLDINGS CHILE S.A., COMPAÑÍA DE
RADIOS S.A., RADIODIFUSIÓN IBEROAMERICAN CHILE S.A., RADIODIFUSORA
TRANSITORIA S.A., AURORA S.A., SOCIEDAD DE RADIODIFUSIÓN EL LITORAL
LIMITADA, and ABRIL S.A. by ANDRÉS FERNÁNDEZ WALKER There follow two illegible signatures and the stamped seal of PATRICIO
ZALDÍVAR MACKENNA, 18th NOTARY, Santiago, Chile. CERTIFIED that this is a true and correct copy of the original deed.
Santiago, June 30, 2004. There follows an illegible signature and three
stamped seals of PATRICIO ZALDÍVAR MACKENNA, 18th NOTARY, Santiago,
Chile. [last page reads as follows] INVALID followed by the stamped seal of
PATRICIO ZALDÍVAR MACKENNA, 18th NOTARY, Santiago, Chile. 16