Telefonica bid for GVT a blow to Vivendi-sources

* Telefonica's GVT bid a "major blow" to Vivendi - sources

* Vivendi may cash in gains from accord with GVT holders

* Terms of accord not disclosed by sources

By Guillermo Parra-Bernal

SAO PAULO, Nov 6 (Reuters) - Telefonica's decision to sweeten its offer for Brazilian telecom rival GVT dealt a "major blow" to Vivendi's plans to acquire the carrier, sources close to the transaction told Reuters on Friday, suggesting the French media giant may walk away from the deal.

But an existing agreement between GVT's controlling shareholders, the Swarth Group and Global Village Telecom, to tender at least 20 percent of their outstanding shares to Vivendi (VIV.PA: Quote, Profile, Research) could present the French company with a "good exit strategy," said the sources, who asked not to be named because a transaction has yet to be completed.

Telefonica (TEF.MC: Quote, Profile, Research) raised its offer for GVT (GVTT3.SA: Quote, Profile, Research) by 5.2 percent on Nov. 4, seeking to trump a potential Vivendi counteroffer and seal a deal before the end of the month.

Under the terms of the counteroffer, the bid was upped to 50.50 reais a share, valuing the deal at about $3.9 billion, from 48 reais a share, or $3.7 billion, previously.

Vivendi would have to offer a minimum 53.02 reais a share to muscle out Telefonica. A decision to withdraw from the deal would be in line with Vivendi Chief Executive Jean-Bernard Levy's long-standing policies of only buying assets that do not risk the company's investment-grade debt ratings and of paying high dividends.