EXTENSION AGREEMENT

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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 Xxxxx 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.

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        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.

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        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/  XXXX XXXXX E. Title: Chief Executive Officer
		By		/s/  XXXXXXXX CHAVEYRIAT Title: Chief Financial Officer
		SUBSIDIARY GUARANTORS:
		VTR NET S.A.
		By		/s/  XXXX XXXXX E. Title: Chief Executive Officer
		By		/s/  XXXXXXXX CHAVEYRIAT Title: Chief Financial Officer
		VTR BANDA ANCHA S.A.
		By		/s/  XXXX XXXXX E. Title: Chief Executive Officer
		By		/s/  XXXXXXXX CHAVEYRIAT Title: Chief Financial Officer

		VTR GALAXY CHILE S.A.
		By		/s/  XXXX XXXXX E. Title: Chief Executive Officer
		By		/s/  XXXXXXXX CHAVEYRIAT Title: Chief Financial Officer
		VTR GLOBALCARRIER S.A.
		By		/s/  XXXX XXXXX E. Title: Chief Executive Officer
		By		/s/  XXXXXXXX CHAVEYRIAT Title: Chief Financial Officer
		VTR INGENIERIA S.A.
		By		/s/  XXXX XXXXX E. Title: Chief Executive Officer
		By		/s/  XXXXXXXX CHAVEYRIAT Title: Chief Financial Officer
		LENDERS:
		THE TORONTO-DOMINION BANK
		By		/s/  XXX XXXXXXXX Title: Manager
		BANKBOSTON N.A.(1), NASSAU BRANCH
		By		/s/  XXXXXXX XXXXXX 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/  XXXXXXX XXXXXX Title: Director
		CREDIT LYONNAIS, NEW YORK BRANCH
		By		/s/  XXXX PHILIPPE ADAM Title: Senior Vice President
		EXPORT DEVELOPMENT CANADA
		By		/s/  XXXX XXXXXXXX Title: Manager, Special Risks
		By		/s/  XXX XXXXXX Title: Loan Asset Manager

		ING BANK N.V., CURAÇÃO BRANCH
		By		/s/  GERMÁN XXXXX Title: Attorney in Fact
		By		/s/  XXXXXX XXXXXXXXX Title: Attorney in Fact

		CANADIAN IMPERIAL BANK OF COMMERCE
		By		/s/  XXXXXX XXXXX Title: Executive Director
		ADMINISTRATIVE AGENT:
		TORONTO DOMINION (TEXAS), INC.
		By		/s/  XXX XXXXXXXX Title: Vice President

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Exhibit 10.1