**EXHIBIT 10.23**CREDIT AGREEMENTDated as of February 28, 2006TELECOMUNICACIONES DE PUERTO RICO, INC., a Puerto Rico corporation (the “Borrower”), PUERTORICO TELEPHONE COMPANY, INC., a Puerto Rico corporation (“PRTC” and, collectively with eachSignificant Subsidiary (as hereinafter defined) that shall become a guarantor hereunder inaccordance with Section 5.01(j), the “Guarantors”), the banks, financial institutions andother institutional lenders (the “Initial Lenders”) and initial issuers of letters ofcredit (the “Initial Issuing Banks”) listed on the signature pages hereof and Citibank,N.A. (“Citibank”), as administrative agent (in such capacity, the “Agent”) for theLenders (as hereinafter defined), agree as follows:ARTICLE IARTICLE IDEFINITIONS AND ACCOUNTING TERMS     SECTION 1.01. Certain Defined Terms.As used in this Agreement, the following terms shall have the following meanings (suchmeanings to be equally applicable to both the singular and plural forms of the terms defined):     “Advance” means a Revolving Credit Advance or a Term Advance.     “Affiliate” means, as to any Person, any other Person that, directly orindirectly, controls, is controlled by or is under common control with such Person or is adirector or officer of such Person. For purposes of this definition, the term “control”(including the terms “controlling”, “controlled by” and “under common control with”) of aPerson means the possession, direct or indirect, of the power to vote 10% or more of theVoting Stock of such Person or to direct or cause the direction of the management andpolicies of such Person, whether through the ownership of Voting Stock, by contract orotherwise.     “Agent’s Account” means the account of the Agent maintained by the Agent atCitibank with its office at 399 Park Avenue, New York, New York 10043, Account No. 36852248,Attention: Loan Investor Services.     “Applicable Lending Office” means, with respect to each Lender, such Lender’sDomestic Lending Office in the case of a Base Rate Advance and such Lender’s EurodollarLending Office in the case of a Eurodollar Rate Advance.     “Applicable Margin” means, as of any date (a) for Base Rate Advances, 0.0% perannum and (b) for Eurodollar Rate Advances, a percentage per annum determined by referenceto the Performance Level in effect on such date as set forth below:             Applicable Margin for Eurodollar    Performance   Rate Advances under Revolving   Applicable Margin for EurodollarLevel   Credit Facility   Rate Advances under Term FacilityLevel 1   0.390%   0.450%Level 2   0.425%   0.500%Level 3   0.450%   0.550%Level 4   0.525%   0.650%Level 5   0.625%   0.800%Level 6   0.750%   1.000%
 

 
     “Applicable Percentage” means, as of any date, a percentage per annumdetermined by reference to the Performance Level in effect on such date as set forth below:     Performance Level Applicable PercentageLevel 1  0.060%Level 2  0.075%Level 3  0.100%Level 4  0.125%Level 5  0.175%Level 6  0.250%     “Appropriate Lender” means, at any time, with respect to either of the TermFacility or Revolving Credit Facility, a Lender that has a Commitment with respect to suchFacility at such time.     “Assignment and Acceptance” means an assignment and acceptance entered into bya Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form ofExhibit C hereto.“Assuming Lender” has the meaning specified in Section 2.18.“Assumption Agreement” has the meaning specified in Section 2.18.     “Available Amount” of any Letter of Credit means, at any time, the maximumamount available to be drawn under such Letter of Credit at such time (assuming complianceat such time with all conditions to drawing).     “Base Rate” means a fluctuating interest rate per annum in effect from time totime, which rate per annum shall at all times be equal to the higher of:     (a) the rate of interest announced publicly by Citibank in New York, New York,from time to time, as Citibank’s base rate that is offered to its customersgenerally (before giving effect to any applicable margin); and     (b) 1/2 of one percent per annum above the Federal Funds Rate.     “Base Rate Advance” means an Advance that bears interest as provided in Section2.07(a)(i).     “Borrower” has the meaning specified in the recital of parties.     “Borrower’s Account” means the account of the Borrower maintained by theBorrower at Citibank with its office at 399 Park Avenue, New York, New York 10043, AccountNo. 4078-8269.     “Borrowing” means a Revolving Credit Borrowing or a Term Borrowing.     “Business Day” means a day of the year on which banks are not required orauthorized by law to close in New York City or San Juan, Puerto Rico, provided that,if the applicable Business Day relates to any Eurodollar Rate Advances, “Business Day” meansa day of the year on which banks are not required or authorized by law to close in New YorkCity or San Juan, Puerto Rico and on which dealings are carried on in the London interbankmarket.     “Commitment” means a Revolving Credit Commitment, a Letter of Credit Commitmentor a Term Commitment.     “Commitment Increase” has the meaning specified in Section 2.18.
 

 
     “Consolidated” refers to the consolidation of accounts in accordance with GAAP.     “Consolidated Assets” means, for any period, the total assets of the Borrowerand its Subsidiaries as shown on the audited Consolidated balance sheet or unauditedConsolidated balance sheet, as the case may be, as of the end of the most recent fiscalquarter preceding such period.     “Controlling Interest” means (a) ownership of at least 35% plus one share, ofthe Voting Stock of the Borrower and (b) the ability to appoint a majority of the Board ofDirectors of the Borrower.     “Convert”, “Conversion” and “Converted” each refers to aconversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08or 2.09.     “Debt” of any Person means, without duplication, (a) all indebtedness of suchPerson for borrowed money, (b) all obligations of such Person for the deferred purchaseprice of property or services (other than trade payables incurred in the ordinary course ofsuch Person’s business for which collection proceedings have not been commenced,provided that trade payables for which collection proceedings have commenced shallnot be included in the term “Debt” so long as the payment of such trade payables is beingcontested in good faith and by proper proceedings and for which appropriate reserves arebeing maintained), (c) all obligations of such Person evidenced by notes, bonds, debenturesor other similar instruments, (d) all obligations of such Person created or arising underany conditional sale or other similar title retention agreement with respect to propertyacquired by such Person (even though the rights and remedies of the seller or lender undersuch agreement in the event of default are limited to repossession or sale of suchproperty), (e) all obligations of such Person as lessee under leases that have been, inaccordance with GAAP, recorded as capital leases, (f) all obligations of such Person inrespect of acceptances, letters of credit or similar extensions of credit, (g) all netobligations of such Person in respect of Hedge Agreements, (h) all Debt of others referredto in clauses (a) through (g) above or clause (i) below guaranteed directly, or indirectlythrough a Subsidiary, by such Person, or in effect guaranteed directly, or indirectlythrough a Subsidiary, by such Person through a written agreement either (1) to pay orpurchase such Debt or to advance or supply funds for the payment or purchase of such Debt or(2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sellservices, primarily for the purpose of enabling the debtor to make payment of such Debt orto assure the holder of such Debt against loss and (i) all Debt referred to in clauses (a)through (h) above secured by (or for which the holder of such Debt has an existing right,contingent or otherwise, to be secured by) any Lien on property (including, withoutlimitation, accounts and contract rights) owned by such Person, even though such Person hasnot assumed or become liable for the payment of such Debt.     “Debt to EBITDA Ratio” of any Person at any date means the ratio of (a) Debt ofthe types that, in accordance with GAAP, would be classified as indebtedness on aConsolidated balance sheet of such Person on such date to (b) EBITDA for the period of fourfiscal quarters of such Person ended on or immediately prior to such date, providedthat for purposes of clause (a) of this definition, Debt shall not include (1) theobligations specified in clause (g) of the definition thereof set forth above or (2) withrespect to the Borrower, any obligations which may be assumed by the Borrower for guarantiesof any indebtedness of the Borrower’s employee stock ownership plan up to an aggregateprincipal amount of $28,698,500.     “Default” means any Event of Default or any event that would constitute anEvent of Default but for the requirement that notice be given or time elapse or both.     “Disclosed Litigation” has the meaning specified in Section 3.01(b).
 

 
     “Domestic Lending Office” means, with respect to any Lender, the office of suchLender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto orin the Assignment and Acceptance pursuant to which it became a Lender, or such other officeof such Lender as such Lender may from time to time specify to the Borrower and the Agent.     “EBITDA” means the sum, determined on a Consolidated basis, of the Borrower’s(i) net income (or net loss), (ii) interest expense, (iii) income tax expense, (iv)depreciation expense, (v) amortization expense and (vi) non-cash severance charges in anaggregate amount not to exceed $20,000,000 in any period of twelve consecutive calendarmonths.     “EBITDA to Interest Ratio” of any Person on any date means the ratio of (a)EBITDA for the period of four fiscal quarters of such Person ended on or immediately priorto such date to (b) interest payable on, and amortization of debt discount in respect of,all Debt of such Person for the period of four fiscal quarters of such Person ended on orimmediately prior to such date, provided that for purposes of clause (b) of thisdefinition, Debt shall not include the obligations specified in clause (g) of the definitionthereof set forth above.     “Effective Date” has the meaning specified in Section 3.01.     “Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender that is afinancial institution and is majority-owned by such Lender; (iii) any commercial bankorganized under the laws of the Commonwealth of Puerto Rico having total assets in excess of$1,000,000,000 or any other commercial bank having total assets in excess of $1,000,000,000that has an Applicable Lending Office that is not subject to deduction or withholding ofTaxes; or (iv) any other Person approved by (x) the Agent, (y) with respect to an assignmentof Revolving Credit Commitments, each Issuing Bank and (y) so long as no Default hasoccurred and is continuing, the Borrower, in each case, such approval not to be unreasonablywithheld or delayed; provided, however, that neither the Borrower nor anyAffiliate of the Borrower shall qualify as an Eligible Assignee.     “Environmental Action” means any action, suit, demand, demand letter, claim,notice of non-compliance or violation, notice of liability or potential liability,investigation, proceeding, consent order or consent agreement relating in any way to anyEnvironmental Law, Environmental Permit or Hazardous Materials or arising from allegedinjury or threat of injury to health, safety or the environment, including, withoutlimitation, (a) by any governmental or regulatory authority for enforcement, cleanup,removal, response, remedial or other actions or damages and (b) by any governmental orregulatory authority or any third party for damages, contribution, indemnification, costrecovery, compensation or injunctive relief.     “Environmental Law” means any federal, state, local or foreign statute, law,ordinance, rule, regulation, code, order, judgment, decree or judicial or agencyinterpretation, policy or guidance relating to pollution or protection of the environment,health, safety or natural resources, including, without limitation, those relating to theuse, handling, transportation, treatment, storage, disposal, release or discharge ofHazardous Materials.     “Environmental Permit” means any permit, approval, identification number,license or other authorization required under any Environmental Law.     “ERISA” means the Employee Retirement Income Security Act of 1974, as amendedfrom time to time, and the regulations promulgated and rulings issued thereunder.     “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is amember of the Loan Parties’ controlled group, or under common control with the Borrower,within the meaning of Section 414 of the Internal Revenue Code.
 

 
     “ERISA Event” means (a) the occurrence of a reportable event, within themeaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day noticerequirement with respect to such event has been waived by the PBGC; (b) the application fora minimum funding waiver with respect to a Plan; (c) the provision by the administrator ofany Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) ofERISA (including any such notice with respect to a plan amendment referred to in Section4041(e) of ERISA); (d) the cessation of operations at a facility of any of the Loan Partiesor any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) thewithdrawal by any of the Loan Parties or any ERISA Affiliate from a Multiple Employer Planduring a plan year for which it was a substantial employer, as defined in Section 4001(a)(2)of ERISA; (f) the imposition of a lien under Section 302(f) of ERISA with respect to anyPlan; (g) the adoption of an amendment to a Plan requiring the provision of security to suchPlan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings toterminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event orcondition described in Section 4042 of ERISA that is reasonably expected to result in thetermination of, or the appointment of a trustee to administer, a Plan.     “Eurocurrency Liabilities” has the meaning assigned to that term in RegulationD of the Board of Governors of the Federal Reserve System, as in effect from time to time.     “Eurodollar Lending Office” means, with respect to any Lender, the office ofsuch Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule Ihereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if nosuch office is specified, its Domestic Lending Office), or such other office of such Lenderas such Lender may from time to time specify to the Borrower and the Agent.     “Eurodollar Rate” means, for any Interest Period for each Eurodollar RateAdvance comprising part of the same Borrowing, an interest rate per annum equal to the rateper annum obtained by dividing (a) the rate per annum (rounded upward to the nearest wholemultiple of 1/100 of 1% per annum) appearing on Moneyline Telerate Markets Page 3750 (or anysuccessor page) (the “Telerate Page”) as the London interbank offered rate fordeposits in U.S. dollars at approximately 11:00 A.M. (London time) two Business Days priorto the first day of such Interest Period for a term comparable to such Interest Period or,if for any reason such rate is not available, the average (rounded upward to the nearestwhole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rateper annum at which deposits in U.S. dollars are offered by the principal office of each ofthe Reference Banks in London, England to prime banks in the London interbank market at11:00 A.M. (London time) two Business Days before the first day of such Interest Period inan amount approximately equal to such Reference Bank’s pro rata share of the contemplatedEurodollar Rate Advance comprising part of such Borrowing to be outstanding during suchInterest Period and for a period equal to such Interest Period by (b) a percentage equal to100% minus the Eurodollar Rate Reserve Percentage for such Interest Period. The EurodollarRate for any Interest Period for each Eurodollar Rate Advance comprising part of the sameBorrowing shall be determined by the Agent on the basis of applicable rates quoted on theTelerate Page or furnished to and received by the Agent from the Reference Banks, as thecase may be, two Business Days before the first day of such Interest Period,subject, however, to the provisions of Section 2.08.     “Eurodollar Rate Advance” means an Advance that bears interest as provided inSection 2.07(a)(ii).     “Eurodollar Rate Reserve Percentage” for any Interest Period for all EurodollarRate Advances comprising part of the same Borrowing means the reserve percentage applicabletwo Business Days before the first day of such Interest Period under regulations issued fromtime to time by the Board of Governors of the Federal Reserve System (or any successor) fordetermining the maximum reserve requirement (including, without limitation, any emergency,supplemental or other marginal reserve requirement) for a member bank of the Federal ReserveSystem in New York City with respect to liabilities or assets
 

 
consisting of or includingEurocurrency Liabilities (or with respect to any other category of liabilities that includesdeposits by reference to which the interest rate on Eurodollar Rate Advances is determined)having a term equal to such Interest Period.     “Events of Default” has the meaning specified in Section 6.01.     “Facility” means the Revolving Credit Facility, the Letter of Credit Facilityor the Term Facility.     “Federal Funds Rate” means, for any period, a fluctuating interest rate perannum equal for each day during such period to the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve System arranged byFederal funds brokers, as published for such day (or, if such day is not a Business Day, forthe next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rateis not so published for any day that is a Business Day, the average of the quotations forsuch day on such transactions received by the Agent from three Federal funds brokers ofrecognized standing selected by it.     “Fitch” means Fitch, Inc.     “GAAP” means (a) in the case of the preparation of all financial reportingrequirements, generally accepted accounting principles in the United States, as in effectfrom time to time, and (b) in the case of the calculation, certification and compliance withall financial tests and covenants, generally accepted accounting principles in the UnitedStates, as in effect on the date of the financial statements delivered to each Lender inaccordance with Section 4.01(e), in each case applied on a consistent basis both as toclassification of items and amounts.     “Guaranteed Obligations” has the meaning specified in Section 7.01.     “Guaranty” has the meaning specified in Section 7.01.     “Hazardous Materials” means (a) petroleum and petroleum products, byproducts orbreakdown products, radioactive materials, asbestos-containing materials, polychlorinatedbiphenyls and radon gas and (b) any other chemicals, materials or substances designated,classified or regulated as hazardous or toxic or as a pollutant or contaminant under anyEnvironmental Law.     “Hedge Agreements” means interest rate swap, cap or collar agreements, interestrate future or option contracts, currency swap agreements, currency future or optioncontracts and other similar agreements.     “Increase Date” has the meaning specified in Section 2.18.     “Increasing Lender” has the meaning specified in Section 2.18.     “Information Memorandum” means the information memorandum dated January 26,2006 used by the Agent in connection with the syndication of the Commitments.     “Interest Period” means, for each Eurodollar Rate Advance comprising part ofthe same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or thedate of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance and endingon the last day of the period selected by the Borrower pursuant to the provisions below and,thereafter, with respect to Eurodollar Rate Advances, each subsequent period commencing onthe last day of the immediately preceding Interest Period and ending on the last day of theperiod selected by the Borrower pursuant to the provisions below. The duration of each suchInterest Period shall be one, two, three or six months, and subject to clause (iii)
 

 
of thisdefinition, any other period, as the Borrower may, upon notice received by the Agent notlater than 11:00 A.M. (New York City time) on the third Business Day prior to the first dayof such Interest Period, select; provided, however, that:     (i) the Borrower may not select any Interest Period that ends (x) after theTermination Date, in the case of any Revolving Credit Borrowing or (y) after theMaturity Date, in the case of any Term Borrowing;     (ii) Interest Periods commencing on the same date for Eurodollar Rate Advancescomprising part of the same Borrowing shall be of the same duration;     (iii) the Borrower shall not be entitled to select an Interest Period havingduration of any period other than one, two, three or six months unless, by 2:00 P.M.(New York City time) on the third Business Day prior to the first day of suchInterest Period, each Appropriate Lender notifies the Agent that such Lender will beproviding funding for such Borrowing with such Interest Period (the failure of anyAppropriate Lender to so respond by such time being deemed for all purposes of thisAgreement as an objection by such Lender to the requested duration of such InterestPeriod, provided that each Lender shall use commercially reasonable good faithefforts to so respond); provided further that, if any or all of the AppropriateLenders object to the requested duration of such Interest Period, the duration ofthe Interest Period for such Borrowing shall be one, two, three or six months, asspecified by the Borrower in the applicable Notice of Borrowing, notice ofConversion or other notice of Interest Period selected by the Borrower as thedesired alternative to the selected Interest Period;     (iv) whenever the last day of any Interest Period would otherwise occur on aday other than a Business Day, the last day of such Interest Period shall beextended to occur on the next succeeding Business Day, provided,however, that, if such extension would cause the last day of such InterestPeriod to occur in the next following calendar month, the last day of such InterestPeriod shall occur on the next preceding Business Day; and     (v) whenever the first day of any Interest Period occurs on a day of an initialcalendar month for which there is no numerically corresponding day in the calendarmonth that succeeds such initial calendar month by the number of months equal to thenumber of months in such Interest Period, such Interest Period shall end on the lastBusiness Day of such succeeding calendar month.     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amendedfrom time to time, and the regulations promulgated and rulings issued thereunder.     “Issuance” with respect to any Letter of Credit means the issuance, amendment,renewal or extension of such Letter of Credit.     “Issuing Bank” means an Initial Issuing Bank or any Eligible Assignee to whicha portion of an Issuing Bank’s Letter of Credit Commitment hereunder has been assignedpursuant to Section 9.07 or any other Revolving Credit Lender so long as such EligibleAssignee or other Revolving Credit Lender expressly agrees to perform in accordance withtheir terms all of the obligations that by the terms of this Agreement are required to beperformed by it as an Issuing Bank and notifies the Agent of its Applicable Lending Office(which information shall be recorded by the Agent in the Register), for so long as suchInitial Issuing Bank, Eligible Assignee or other Revolving Credit Lender, as the case maybe, shall have a Letter of Credit Commitment.
 

 
     “L/C Cash Deposit Account” means an interest bearing cash deposit account to beestablished and maintained by the Agent, over which the Agent shall have sole dominion andcontrol, upon terms as may be satisfactory to the Agent and the Borrower.     “L/C Related Documents” has the meaning specified in Section 2.06(c)(i).     “Lenders” means the Initial Lenders, the Issuing Banks, each Assuming Lenderthat shall become a party hereto pursuant to Section 2.18 and each Person that shall becomea party hereto pursuant to Section 9.07.     “Letter of Credit” has the meaning specified in Section 2.01(c).     “Letter of Credit Agreement” has the meaning specified in Section 2.03(a).     “Letter of Credit Commitment” means, with respect to each Issuing Bank, theobligation of such Issuing Bank to issue Letters of Credit for the account of the Borrowerand its specified Subsidiaries in (a) the amount set forth opposite the Issuing Bank’s nameon Schedule I hereto under the caption “Letter of Credit Commitment” or (b) if such IssuingBank has entered into one or more Assignment andAcceptances, the amount set forth for such Issuing Bank in the Register maintained bythe Agent pursuant to Section 9.07(d) as such Issuing Bank’s “Letter of Credit Commitment”,in each case as such amount may be reduced prior to such time pursuant to Section 2.05.     “Letter of Credit Facility” means, at any time, an amount equal to the least of(a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time,(b) $50,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as suchamount may be reduced at or prior to such time pursuant to Section 2.05.     “Lien” means any lien, security interest or other charge or encumbrance of anykind.     “Loan Party” means each of the Borrower and the Guarantors.     “Majority Shareholder” means the Person owning, directly or indirectly, over50% of the Voting Stock of the Borrower as of the Effective Date.     “Material Adverse Change” means any material adverse change in the business,condition (financial or otherwise), operations, performance, properties or prospects of anyLoan Party or any Loan Party and its Subsidiaries taken as a whole.     “Material Adverse Effect” means a material adverse effect on (a) the ability ofany Loan Party to conduct its business on substantially the same basis as conducted on theEffective Date or (b) the ability of any Loan Party to service its Debt obligations on atimely basis.     “Maturity Date” means the earlier of (a) February 28, 2011 and (b) the date ofacceleration of the Advances pursuant to Section 6.01.     “Moody’s” means Moody’s Investors Service, Inc.     “Multiemployer Plan” means a multiemployer plan, as defined in Section4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing anobligation to make contributions, or has within any of the preceding five plan years made oraccrued an obligation to make contributions.
 

 
     “Multiple Employer Plan” means a single employer plan, as defined in Section4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISAAffiliate and at least one Person other than such Loan Party and the ERISA Affiliates or (b)was so maintained and in respect of which any Loan Party or any ERISA Affiliate could haveliability under Section 4064 or 4069 of ERISA in the event such plan has been or were to beterminated.     “Note” means a Revolving Credit Note or a Term Note.     “Notice of Borrowing” has the meaning specified in Section 2.02(a).     “Notice of Issuance” has the meaning specified in Section 2.03(a).     “Other Taxes” has the meaning specified in Section 2.14(b).     “Patriot Act” means the Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56,signed into law October 26, 2001.     “PBGC” means the Pension Benefit Guaranty Corporation (or any successor).     “Performance Level” means, as of any date of determination, the level set forthbelow as then in effect for the Borrower, as determined in accordance with the followingprovisions of this definition:   Level 1: Public Debt Rating of at least A by S&P, A2 by Moody’s or Aby Fitch.   Level 2: Public Debt Rating of lower than Level 1 but at least A- byS&P, A3 by Moody’s or A- by Fitch.   Level 3: Public Debt Rating of lower than Level 2 but at least BBB+by S&P, Baa1 by Moody’s or BBB+ by Fitch.   Level 4: Public Debt Rating of lower than Level 3 but at least BBBby S&P, Baa2 by Moody’s of BBB by Fitch.   Level 5: Public Debt Rating of lower than Level 4 but at least BBB-by S&P, Baa3 by Moody’s or BBB- by Fitch.   Level 6: Public Debt Rating of lower than Level 5.     For purposes of the foregoing, (a) if only one of S&P, Moody’s and Fitch shall have ineffect a Public Debt Rating, the Performance Level shall be determined by reference to theavailable rating and (b) if the Public Debt Ratings established by S&P, Moody’s and Fitchshall fall within different Performance Levels and (i) two of the ratings are at the samelevel and the other rating is at a different level, the Performance Level shall be based onthe two ratings at the same level and (ii) each of the three ratings fall within differentlevels, then the Performance Level shall be determined based on the rating that is inbetween the highest and the lowest ratings.     “Permitted Liens” means, with respect to any Person, (a) Liens for taxes,assessments and governmental charges and levies to the extent not required to be paid underSection 5.01(b) hereof; (b) pledges or deposits to secure obligations under workers’compensation laws or similar legislation; (c) pledges or deposits to secure performance inconnection with bids, tenders, contracts (other than contracts for the payment of money) orleases to which such Person is a party; (d) deposits to secure public or
 

 
statutoryobligations of such Person; (e) materialmen’s, mechanics’, carriers’, workers’, repairmen’sor other like Liens in the ordinary course of business, or deposits to obtain the release ofsuch Liens to the extent such Liens, in the aggregate, would not have a Material AdverseEffect; (f) deposits to secure surety and appeal bonds to which such Person is a party; (g)other pledges or deposits for similar purposes in the ordinary course of business; (h) Lienscreated by or resulting from any litigation or legal proceeding which at the time iscurrently being contested in good faith by appropriate proceedings; (i) leases made, orexisting on property acquired, in the ordinary course of business; (j) landlord’s Liensunder leases to which such Person is a party; (k) zoning restrictions, easements, licenses,and restrictions on the use of real property or minor irregularities in title thereto, whichdo not materially impair the use of such property in the operation of the business of suchPerson or the value of such property for the purpose of such business; and (l) bankers’liens, rights of set-off or analogous rights granted or arising by operation of law to anydeposits held by or other indebtedness owing by any lender or any affiliate thereof to orfor the credit or account of such Person.     “Permitted Receivables Financing” means any financing pursuant to which theBorrower or any Subsidiary of the Borrower may sell, convey, or otherwise transfer to aReceivables Subsidiary or any other Person (in the case of transfer by a ReceivablesSubsidiary), or grant a security interest in, any accounts receivable (and related assets)of the Borrower or such Subsidiary, provided that such financing shall be on customarymarket terms and shall be non-recourse to the Borrower and its Subsidiaries (other than theReceivables Subsidiary) except to a limited extent customary for such transactions. Thegrant of a security interest in any accounts receivable of the Borrower or any Subsidiary ofthe Borrower (other than a Receivables Subsidiary) to secure Debt under any credit facilityshall not be deemed a Permitted Receivables Financing.     “Person” means an individual, partnership, corporation (including a businesstrust), joint stock company, trust, unincorporated association, joint venture, limitedliability company or other entity, or a government or any political subdivision or agencythereof.     “Plan” means a Single Employer Plan or a Multiple Employer Plan.     “Public Debt Rating” means, as of any date, the rating that has been mostrecently announced by any of S&P, Moody’s or Fitch, as the case may be, for any class ofnon-credit enhanced long-term senior unsecured debt issued by the Borrower. For purposes ofthe foregoing, (a) if any rating established by S&P, Moody’s or Fitch shall be changed, suchchange shall be effective as of the date on which such change is first announced publicly bythe rating agency making such change; and (b) if S&P, Moody’s or Fitch shall change thebasis on which ratings are established, each reference to the Public Debt Rating announcedby S&P, Moody’s or Fitch, as the case may be, shall refer to the then equivalent rating byS&P, Moody’s or Fitch, as the case may be.     “Ratable Share” of any amount means, with respect to any Revolving CreditLender at any time, the product of such amount multiplied by a fraction thenumerator of which is the amount of such Lender’s Revolving Credit Commitment at such time(or, if the Revolving Credit Commitments shall have been terminated pursuant to Section 2.05or 6.01, such Lender’s Revolving Credit Commitment as in effect immediately prior to suchtermination) and the denominator of which is the aggregate amount of all Revolving CreditCommitments at such time (or, if the Revolving Credit Commitments shall have been terminatedpursuant to Section 2.05 or 6.01, the aggregate amount of all Revolving Credit Commitmentsas in effect immediately prior to such termination).     “Receivables Subsidiary” means a bankruptcy-remote, special-purpose whollyowned Subsidiary formed in connection with a Permitted Receivables Financing.     “Reference Banks” means initially, Citibank, Banco Bilbao Vizcaya ArgentariaPuerto Rico and Scotiabank de Puerto Rico or, if less than three of such banks are able tofurnish timely information in
 

 
accordance with Section 2.08, any other commercial bankdesignated by the Borrower and approved by the Required Lenders as constituting a “ReferenceBank” hereunder.     “Register” has the meaning specified in Section 9.07(d).     “Required Lenders” means at any time Lenders owed or holding at least amajority of the sum of (a) the aggregate principal amount of the Advances outstanding atsuch time, (b) the aggregate unused Commitments under the Term Facility at such time and (c)the aggregate unused Revolving Credit Commitments at such time.     “Required Revolving Credit Lenders” means at any time Revolving Credit Lendersowed or holding at least a majority of the aggregate principal amount of the RevolvingCredit Advances outstanding at such time or, if no Revolving Credit Advances are thenoutstanding, Revolving Credit Lenders holding at least a majority of the Revolving CreditCommitments at such time.     “Revolving Credit Advance” means an advance by a Revolving Credit Lender to theBorrower as part of a Borrowing under Section 2.01(a).     “Revolving Credit Borrowing” means a borrowing consisting of simultaneousRevolving Credit Advances of the same Type made by the Revolving Credit Lenders.     “Revolving Credit Commitment” means as to any Lender (a) the amount set forthopposite such Lender’s name on Schedule I hereto as such Lender’s “Revolving CreditCommitment” or (b) if such Lender has entered into any Assignment and Acceptance, the amountset forth for such Lender in the Register maintained by the Agent pursuant to Section9.07(d) as such Lender’s “Revolving Credit Commitment”, as such amount may be reducedpursuant to Section 2.05.     “Revolving Credit Facility” means, at any time, the aggregate amount of theRevolving Credit Lenders’ Revolving Credit Commitments at such time.     “Revolving Credit Lender” means any Lender that has a Revolving CreditCommitment.     “Revolving Credit Note” means a promissory note of the Borrower payable to theorder of any Revolving Credit Lender, in substantially the form of Exhibit A-1 hereto,evidencing the aggregate indebtedness of the Borrower to such Lender resulting from theRevolving Credit Advances made by such Lender, delivered pursuant to a request made underSection 2.17.     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc.     “Services Agreement” means the Services Agreement, dated as of March 2, 2004,by and among the Borrower, PRTC and Verizon Corporate Services Group Incorporated, asamended, modified, renewed or replaced from time to time.     “Significant Subsidiary” means at any time, with respect to the Borrower, anySubsidiary, other than a Receivables Subsidiary, the assets of which, in the aggregate,exceed 5% of the Consolidated Assets, determined in accordance with GAAP.     “Single Employer Plan” means a single employer plan, as defined in Section4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISAAffiliate and no Person other than the Loan Parties and the ERISA Affiliates or (b) was somaintained and in respect of which any Loan Party or any ERISA Affiliate could haveliability under Section 4069 of ERISA in the event such plan has been or were to beterminated.
 

 
     “Solvent” and “Solvency” mean, with respect to any Person on aparticular date, that on such date (a) the fair value of the property of such Person isgreater than the total amount of liabilities, including, without limitation, contingentliabilities, of such Person, (b) the present fair salable value of the assets of such Personis not less than the amount that will be required to pay the probable liability of suchPerson on its debts as they become absolute and matured, (c) such Person does not intend to,and does not believe that it will, incur debts or liabilities beyond such Person’s abilityto pay such debts and liabilities as they mature and (d) such Person is not engaged inbusiness or a transaction, and is not about to engage in business or a transaction, forwhich such Person’s property would constitute an unreasonably small capital. The amount ofcontingent liabilities at any time shall be computed as the amount that, in the light of allthe facts and circumstances existing at such time, represents the amount that can reasonablybe expected to become an actual or matured liability after taking into account anyindemnification pursuant to the terms of any agreements entered into in connectiontherewith.     “Subsidiary” of any Person means any corporation, partnership, joint venture,limited liability company, trust or estate of which (or in which) more than 50% of (a) theissued and outstanding capital stock having ordinary voting power to elect a majority of theBoard of Directors of such corporation (irrespective of whether at the time capital stock ofany other class or classes of such corporation shall or might have voting power upon theoccurrence of any contingency), (b) the interest in the capital or profits of such limitedliability company, partnership or joint venture or (c) the beneficial interest in such trustor estate, is at the time directly or indirectly owned or controlled by such Person, by suchPerson and one or more of its other Subsidiaries or by one or more of such Person’s otherSubsidiaries.     “Taxes” has the meaning specified in Section 2.14(a).     “Term Advance” has the meaning specified in Section 2.01(b).     “Term Borrowing” means a borrowing consisting of simultaneous Term Advances ofthe same Type made by the Term Lenders.     “Term Commitment” means as to any Lender (a) the amount set forth opposite suchLender’s name on Schedule I hereto as such Lender’s “Term Commitment” or (b) if such Lenderhas entered into any Assignment and Acceptance, the amount set forth for such Lender in theRegister maintained by the Agent pursuant to Section 9.07(d) as such Lender’s “TermCommitment”, as such amount may be reduced pursuant to Section 2.05.     “Term Facility” means, at any time, the aggregate amount of the Term Lenders’Term Commitments at such time.     “Term Lender” means any Lender that has a Term Commitment.     “Term Note” means a promissory note of the Borrower payable to the order of anyTerm Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness ofthe Borrower to such Lenderresulting from the Term Advances made by such Lender, delivered pursuant to a requestmade under Section 2.17.     “Termination Date” means the earlier of February 28, 2009 and the date oftermination in whole of the Commitments pursuant to Section 2.05 or 6.01.     “Type” refers to the distinction between a Base Rate Advance and a EurodollarRate Advance.     “Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank,the obligation of such Issuing Bank to issue Letters of Credit for the account of theBorrower or its specified Subsidiaries
 

 
in an amount equal to the excess of (a) the amount ofits Letter of Credit Commitment over (b) the aggregate Available Amount of all Letters ofCredit issued by such Issuing Bank.     “Unused Revolving Credit Commitment” means, with respect to each RevolvingCredit Lender at any time, (a) such Lender’s Revolving Credit Commitment at such timeminus (b) the sum of (i) the aggregate principal amount of all Revolving CreditAdvances made by such Lender (in its capacity as a Lender) and outstanding at such time,plus (ii) such Lender’s Ratable Share of (A) the aggregate Available Amount of allthe Letters of Credit outstanding at such time and (B) the aggregate principal amount of allAdvances made by the Issuing Banks pursuant to Section 2.03(c) that have not been ratablyfunded by such Lender and outstanding at such time.     “Voting Stock” means capital stock issued by a corporation, or equivalentinterests in any other Person, the holders of which are ordinarily, in the absence ofcontingencies, entitled to vote for the election of directors (or persons performing similarfunctions) of such Person, even if the right so to vote has been suspended by the happeningof such a contingency.     “Withholding Tax Change” means the approval by either the Chamber ofRepresentatives or the Senate of the Commonwealth of Puerto Rico of any proposal to changeany applicable law, treaty or government rule, regulation or order which would require theBorrower to deduct or withhold any Taxes from or in respect of any sum payable hereunder orunder any Note to any Lender or the Agent.SECTION 1.02. Computation of TimePeriods. In this Agreement in the computation of periods of time from a specified date to alater specified date, the word “from” means “from and including” and the words “to” and “until”each mean “to but excluding”.SECTION 1.03. Accounting Terms. All terms of anaccounting or financial nature not specifically defined herein shall be construed in accordancewith GAAP.ARTICLE IIAMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDITSECTION 2.01. The Advances andLetters of Credit. (a) Revolving Credit Advances. Each Revolving Credit Lenderseverally (but not jointly) agrees, on the terms and conditions hereinafter set forth, to makeRevolving Credit Advances to the Borrower from time to time on any Business Day during the periodfrom the Effective Date until the Termination Date in an amount not to exceed such Lender’s UnusedRevolving Credit Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount of$10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of RevolvingCredit Advances of the same Type made on the same day by the Revolving Credit Lenders ratablyaccording to their respective Revolving Credit Commitments. Within the limits of this Section2.01(a), the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 andreborrow under this Section 2.01(a).          (b) The Term Advances. Each Term Lender severally (but not jointly) agrees, on theterms and conditions hereinafter set forth, to make an advance (a “Term Advance”) to theBorrower on any Business Day during the period from the Effective Date to and including May 1, 2006in an amount not to exceed such Lender’s Term Commitment at such time. The Term Borrowing shallconsist of Term Advances made on the same day by theTerm Lenders ratably according to their Term Commitments. Amounts borrowed under this Section2.01(b) and repaid or prepaid may not be reborrowed.          (c) Letters of Credit. Each Issuing Bank agrees, on the terms and conditionshereinafter set forth, in reliance upon the agreements of the other Revolving Credit Lenders setforth in this Agreement, to issue standby and trade letters of credit (each, a “Letter ofCredit”) denominated in U.S. dollars for the account of the Borrower and its specifiedSubsidiaries from time to time on any Business Day during the period from the Effective Date until30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Creditissued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of CreditFacility at such time and
 

 
(y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii)for each such Letter of Credit not to exceed an amount equal to the aggregate amount of the UnusedRevolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Creditshall have an expiration date (including all rights of the Borrower or the beneficiary to requirerenewal) later than the earlier of (x) one year after the issuance thereof, provided that aLetter of Credit may by its terms be renewable annually upon notice given to the applicable IssuingBank so long as such renewal is subject to the conditions set forth in Section 3.02 , and the termsof such Letter of Credit do not permit the expiration date (after giving effect to any renewal) toextend to a date later than five Business Days before the Termination Date and (y) five BusinessDays before the Termination Date. Within the limits referred to above, the Borrower may from timeto time request the issuance of Letters of Credit under this Section 2.01(c).SECTION 2.02. Making the Advances. (a) Exceptas otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not laterthan 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposedBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the Business Day ofthe proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrowerto the Agent, which shall give to each Appropriate Lender prompt notice thereof by telecopier orfacsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be bytelephone, confirmed immediately in writing, or telecopier or facsimile in substantially the formof Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type ofAdvances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the caseof a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each suchAdvance. Each Appropriate Lender shall, before 12:00 noon (New York City time) on the date of suchBorrowing, make available for the account of its Applicable Lending Office to the Agent at theAgent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After theAgent’s receipt of such funds and upon fulfillment of the applicable conditions set forth inArticle III, the Agent will make such funds available to the Borrower at the Borrower’s Account.(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may notselect Eurodollar Rate Advances under a Facility for any Borrowing under that Facility if theaggregate obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then besuspended pursuant to Section 2.08 or 2.12, (ii) the Eurodollar Rate Advances under the RevolvingCredit Facility may not be outstanding as part of more than twelve separate Revolving CreditBorrowings and (iii) the Eurodollar Rate Advances under the Term Facility may not be outstanding aspart of more than five separate Term Borrowings.(c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of anyBorrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar RateAdvances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred bysuch Lender as a result of any failure to fulfill on or before the date specified in such Notice ofBorrowing for such Borrowing the applicable conditions set forth in Article III, including, withoutlimitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason ofthe liquidation or reemployment of deposits or other funds acquired by such Lender to fund theAdvance to be made by such Lender as part of such Borrowing when such Advance, as a result of suchfailure, is not made on such date.(d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of anyBorrowing that such Lender will not make available to the Agent such Lender’s ratable portion ofsuch Borrowing, the Agent may assume that such Lender has made such portion available to the Agenton the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agentmay, in reliance upon such assumption, make available to the Borrower on such date a correspondingamount. If and to the extent that such Lender shall not have so made such ratable portionavailable to the Agent, such Lender and the Borrower severally agree to repay to the Agentforthwith on demand such corresponding amount together with interest thereon, for each day from thedate such amount is made available to the Borrower until the date such amount is repaid to theAgent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advancescomprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If suchLender shall repay to the Agent such corresponding amount, such amount so repaid shall constitutesuch Lender’s Advance as part of such Borrowing for purposes of this Agreement and the Borrowershall be relieved of its obligations to repay such amount under this Section 2.02(d).(e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shallnot relieve any other Lender of its obligation hereunder to make its Advance on the date of suchBorrowing, but no Lender shall be responsible for the failure of any other Lender to make theAdvance to be made by such other Lender on the date of any Borrowing.SECTION2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a)Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given notlater than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of theproposed Issuance of such Letter of Credit (or on such shorter notice as
 

 
 the applicable IssuingBank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agentprompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a“Notice of Issuance”) shall be by telecopier, confirmed immediately in writing, specifyingtherein the requested (A) date of such Issuance (which shall be a Business Day), (B) AvailableAmount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall be inaccordance with Section 2.01(c)), (D) name and address of the beneficiary of such Letter of Creditand (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to suchapplication and agreement for letter of credit as such Issuing Bank and the Borrower shall agreefor use in connection with such requested Letter of Credit (a “Letter of CreditAgreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bankin its reasonable discretion (it being understood that any such form shall have only explicitdocumentary conditions to draw and shall not include discretionary conditions), such Issuing Bankwill, upon fulfillment of the applicable conditions set forth in Section 3.02, make such Letter ofCredit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreedwith the Borrower in connection with such Issuance. In the event and to the extent that theprovisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions ofthis Agreement shall govern.(b) Participations. By the Issuance of a Letter of Credit (or an amendment to a Letter ofCredit increasing or decreasing the amount thereof) and without any further action on the part ofthe applicable Issuing Bank or the Revolving Credit Lenders, such Issuing Bank hereby grants toeach Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such IssuingBank, a participation in such Letter of Credit equal to such Lender’s Ratable Share of theAvailable Amount of such Letter of Credit. The Borrower hereby agrees to each such participation.In consideration and in furtherance of the foregoing, each Revolving Credit Lender herebyabsolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank inaccordance with Section 2.03(c), such Lender’s Ratable Share of each drawing made under a Letter ofCredit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of anyreimbursement payment required to be refunded to the Borrower for any reason, which amount will beadvanced, and deemed to be a Revolving Credit Advance to the Borrower hereunder, regardless of thesatisfaction of the conditions set forth in Section 3.02. Each Revolving Credit Lender furtheracknowledges and agrees that its participation in each Letter of Credit will be automaticallyadjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit ateach time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase inaccordance with Section 2.18, an assignment in accordance with Section 9.07 or otherwise pursuantto this Agreement.(c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under anyLetter of Credit which is not reimbursed by the Borrower on the date made shall constitute for allpurposes of this Agreement the making by such Issuing Bank of a Revolving Credit Advance, whichshall be a Base Rate Advance, in the amount of such draft, without regard to whether the making ofsuch Advance would exceed such Issuing Bank’s Unused Revolving Credit Commitment. Each IssuingBank shall give prompt notice of each drawing under any Letter of Credit issued by it to theBorrower and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand tothe Agent and the Borrower, each Revolving Credit Lender shall pay to the Agent such Lender’sRatable Share of such outstanding Advance pursuant to Section 2.03(b). Each Revolving CreditLender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant tothis paragraph in respect of Letters of Credit is absolute and unconditional and shall not beaffected by any circumstance whatsoever, including any amendment, renewal or extension of anyLetter of Credit or the occurrence and continuance of a Default or reduction or termination of theRevolving Credit Commitments, and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shalltransfer such funds to such Issuing Bank. Each Revolving Credit Lender agrees to fund its RatableShare of an outstanding Revolving Credit Advance on (i) the Business Day on which demand thereforis made by such Issuing Bank, provided that notice of such demand is given not later than11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day nextsucceeding such demand if notice of such demand is given after such time. If and to the extentthat any Revolving Credit Lender shall not have so made the amount of such Advance available to theAgent, such Lender agrees to pay to the Agent forthwith on demand such amount together withinterest thereon, for each day from the date of demand by any such Issuing Bank until the date suchamount is paid to the Agent, at the Federal Funds Rate for its account or the account of suchIssuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account ofany such Issuing Bank on any Business Day, such amount so paid in respect of principal shallconstitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of thisAgreement, and the outstanding principal amount of the Revolving Credit Advance made by suchIssuing Bank shall be reduced by such amount on such Business Day.(d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the Agent and eachRevolving Credit Lender (with a copy to the Borrower) on the first Business Day of each month awritten report summarizing Issuance and expiration dates of Letters of Credit issued by suchIssuing Bank during the preceding month and drawings during such month under all Letters of Creditissued by such Issuing Bank and (B) to the Agent and each Revolving Credit
 

 
Lender (with a copy to the Borrower) on the first Business Day of each calendar quarter a writtenreport setting forth the average daily aggregate Available Amount during the preceding calendarquarter of all Letters of Credit issued by such Issuing Bank.          (e) Failure to Make Advances. The failure of any Revolving Credit Lender to make theAdvance to be made by it on the date specified in Section 2.03(c) shall not relieve any otherRevolving Credit Lender of its obligation hereunder to make its Advance on such date, but no Lendershall be responsible for the failure of any other Lender to make the Advance to be made by suchother Lender on such date.SECTION 2.04. Fees. (a) Facility Fee. The Borroweragrees to pay to the Agent for the account of each Revolving Credit Lender a facility fee on theaggregate amount of such Lender’s Revolving Credit Commitment from the Effective Date in the caseof each Initial Lender and from the later of the Effective Date and the effective date specified inthe Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lenderuntil the Termination Date at a rate per annum equal to the Applicable Percentage in effect fromtime to time, payable in arrears quarterly on the last day of each March, June, September andDecember, commencing March 31, 2006, and on the Termination Date.