**EXHIBIT 10.24****ESOP LOAN AGREEMENT**     THIS ESOP LOAN AGREEMENT (the “Loan Agreement”), executed and delivered this 4th day ofNovember 2005, by and between the TRUST OF THE EMPLOYEE STOCK OWNERSHIP PLAN OF TELECOMUNICACIONESDE PUERTO RICO, INC. (the “Borrower”), and Telecomunicaciones de Puerto Rico, Inc., a corporationorganized and existing under the laws of Puerto Rico (the “Company”).WITNESSETH:     WHEREAS, U.S. Trust Company, National Association (“UST”) is trustee of Borrower pursuant tothe terms of a Trust Agreement dated as of March 2, 1999 by and between the Company and UST;     WHEREAS, the Borrower has previously borrowed from the Lender the principal sum of Twenty SixMillion One Hundred Thousand Dollars (U.S. $26,100,000.00) (the “Original Loan”) to finance theacquisition of securities of the Company for the benefit of participants and beneficiaries of theEmployee Stock Ownership Plan of Telecomunicaciones de Puerto Rico, Inc. (“ESOP”);     WHEREAS, the Borrower has previously borrowed from the Company a sum in the original principalamount of Three Million Two Hundred Thousand Dollars (U.S. $3,200,000.00) (the “Second Loan”) tofinance the acquisition of securities of the Company for the benefit of participants andbeneficiaries of the ESOP;     WHEREAS, the Borrower has previously borrowed from the Company a sum in the original principalamount of One Hundred Twenty Thousand Dollars (U.S. $120,000.00) (the “Third Loan”) to finance theacquisition of securities of the Company for the benefit of participants and beneficiaries of theESOP;     WHEREAS, the Borrower has previously borrowed from the Company a sum in the original principalamount of One Million Five Hundred Thirty Five Thousand Dollars (U.S. $1,535,000.00) (the “FourthLoan”) to finance the acquisition of securities of the Company for the benefit of participants andbeneficiaries of the ESOP; and     WHEREAS, the Borrower wishes to borrow from the Company and the Company has agreed to lend tothe Borrower an additional principal sum of up to **Two Million Dollars (U.S. $2,000,000.00)**in orderto finance the acquisition of securities of the Company from participants who have terminated theiremployment and elected to receive cash distributions from the ESOP (to the extent thosedistributions will be made on or before December 31, 2005) for the benefit of participants andbeneficiaries of the ESOP.     NOW, THEREFORE, in consideration of the agreements, covenants, representations and warrantiesset forth herein, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the Borrower and the Company hereby agree as follows:**ARTCLE I****THE LOAN**          Section 1.01. The Loan. Upon the terms and subject to the conditions containedherein, the Company shall lend to the Borrower, and the Borrower shall borrow from the Company, theprincipal amount of U.S. $5,000,000.00 (the “Loan”). The principal amount of the Loan shall beborrowed in one installment. The proceeds of the Loan shall be used by the Borrower solely for thepurpose of acquiring shares of Common Stock, par value $0.01 per share (the “Common Stock”), of theCompany for the Borrower in such a manner that the Loan shall constitute an Exempt Loan as definedin the trust agreement which established the Borrower. The Loan shall be evidenced by andrepayable in accordance with, a promissory note of the Borrower substantially in the form ofExhibit A hereto, with the blanks appropriately filled in (the “Note”).          Section 1.02. Interest Rate. Interest shall accrue on the outstanding principalbalance of the Loan at a rate equal to (i) LIBOR plus 0.50 percent (0.50%) per annum, or (ii) inthe event that LIBOR for any period shall not be available, then the Prime Rate. For purposeshereof, “LIBOR” shall mean the London Interbank Offered Rate, as quoted from time to time in theWall Street Journal, for funds borrowed for an interest period of one (1) year. The “Prime Rate”shall mean the prime rate as quoted from time to time in the Wall Street Journal minus 1.5 percent(1.5%). The interest rate applicable to the Loan shall be determined for each year, commencing
 

 
on the date of the initial borrowing hereunder and on each successive anniversary thereof. Inthe case of LIBOR, such rate shall be determined as of the close of business on the second BusinessDay preceding the date of determination. The Prime Rate shall be based on the prime rate as quotedfrom time to time for each day during the period for which such rate is applicable. Interest shallbe calculated based on a year of 365 days or 366 days (as the case may be) and the actual number ofdays elapsed.          Section 1.03. Payments. (a) Installment Payments. On December 31, 2005, theBorrower shall pay to Company the interest accrued on the Loan for the period ending December 31,2005. The Loan shall amortize over a period of twenty (20) years, and the principal thereoftogether with interest thereon shall be payable in accordance with the amortization schedule setforth in Exhibit B hereto. On any payment date in any given year pursuant to this Section 1.03,the accrued interest being paid shall be the interest that would have accrued if such payment datewere December 31st of such year. The unpaid principal balance, and accrued and unpaid interest,together with other charges and fees, if any, shall be due and payable on the last Business Day ofDecember, 2025.          (b) Crediting of Payments. To the extent the Company receives a payment from theBorrower that is not clearly denominated as to whether such payment should be applied to theOriginal Loan, to the Second, Third, or Fourth Loans, or to this Loan, the Company shall apply suchpayment as follows: (i) the payment shall be applied to the Original Loan first, to the extentrequired to make an installment payment on the Original Loan; (ii) the payment shall next beapplied to the Second Loan, to the extent required to make an installment payment on the SecondLoan; (iii) the payment shall next be applied to the Third Loan, to the extent required to make aninstallment payment on the Third Loan; (iv) the payment shall next be applied to the Fourth Loan,to the extent required to make an installment payment on the Fourth Loan; and (v) the remainder ofthe payment, if any, shall be applied to prepay all or a portion of the Fourth Loan.          Section 1.04. Prepayment. (a) Optional Prepayment. The Borrower may prepaythe Loan, in whole, without payment of any penalty or premium, at any time or times upon fiveBusiness Days written notice to the Company.          (b) Mandatory Prepayment. The Borrower shall prepay the Loan, on an annual basis, outof any excess cash available on the first Business Day following the first day on whichdistributions to participants are made under the ESOP during a year. “Excess cash” shall mean anycash comprising assets of the Borrower after payment by the Borrower of the expenses andliabilities thereof for the prior year, including interest and regularly scheduled principal on theOriginal Loan, the Second Loan, the Third Loan, the Fourth Loan, and this Loan and all amountspayable as distributions to participants for the prior year out of the assets of the Borrower, butonly to the extent the cash represents amounts described in Section 1.06 (b) or (c) below, ordividends on shares purchased with the Loan that have been allocated to the accounts ofparticipants under the ESOP.          Section 1.05. Security. The Note shall be secured pursuant to the terms of a pledgeagreement, substantially in the form of Exhibit C hereto, with the blanks appropriately filled in(the “Pledge Agreement”). As used herein, the term “Collateral” shall have the meaning ascribed tosuch term in the Pledge Agreement.          Section 1.06. Non-Recourse Nature of Loans. No Person (as defined below, including,but not limited to, the Company and any subsequent holder of the Note) entitled to payment withrespect to the Loan (whether under this Agreement, the Pledge Agreement, the Note or otherwise)shall have any right of recourse against the Borrower (or UST in its individual capacity) withrespect to the Loan or shall have any right to assets of the Borrower with respect to the Loanother than:          (a) the Collateral;          (b) participant contributions, if any, and Company contributions, other than contributions ofemployer securities, to the Borrower under the ESOP to meet the Borrower’s obligations hereunder orunder the Note; and          (c) earnings attributable to the Collateral and the investment of non-excluded contributionsreferred to in Section 1.06(b) above.The Borrower shall account for such earnings and nonexcluded contributions separately on its booksof account until the Loan is repaid. Notwithstanding the foregoing, in the event of any defaultwith respect to the Loan, the value of any assets of the Borrower applied in satisfaction of theLoan shall not exceed the amount of the default, and if the
 

 
Person (including, but not limited to, the Company and any subsequent holder of the Note) for whosebenefit such assets are or would be applied is a disqualified person within the meaning of Section4975(e)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to theBorrower, such application of assets of the Borrower upon a default with respect to the Loan shallbe made only upon and to the extent of the failure of the Borrower to meet the payment schedule ofthe Loan. The provisions of this Section 1.06 shall apply notwithstanding any other provision tothe contrary contained in this Agreement, the Pledge Agreement or the Note.          Section 1.07. Application of Payments. All payments made in connection with thisAgreement or under the Note shall be applied in the following order with no portion of such paymentapplied to a subsequently listed item until all previous items have been paid in full:          (a) to interest on the Note then due and payable; and          (b) to the unpaid principal balance of the Note in the order of the next succeeding annualinstallments.          Section 1.08. Partial Forgiveness of Loan. (a) Lower Valuation. The Companyacknowledges that the Borrower is willing to pay no more than fair market value (as determined byan independent appraiser selected by the Borrower) for the shares of Common Stock that the Borrowerpurchases from the accounts of participants and beneficiaries with the proceeds of the Loan. TheBorrower will purchase the shares at an initial price of U.S. $69.44 per share, which is the fairmarket value of the Common Stock determined by an independent appraiser as of December 31, 2004.As soon as practicable after December 31, 2005, the Borrower shall cause an independent appraiserto determine the fair market value of the Common Stock as of December 31, 2005. If the fair marketvalue of the Common Stock as of December 31, 2005, is less than U.S. $69.44 per share, the Companyshall forgive Loan principal in an amount determined by multiplying the number of shares purchasedwith the Loan by the difference between the fair market value of each share on December 31, 2004,and the fair market value on December 31, 2005. The Company shall also forgive accrued interest,and reimburse the Borrower for interest actually paid, with respect to the portion of the Loanprincipal that the Company forgives pursuant to the preceding sentence. The Company shall executeany amendment to this Loan Agreement, the Note, or other applicable documents that the Borrowershall reasonably request to reflect the reduction in the Loan principal and interest.          (b) Higher Valuation. The Company and the Borrower agree that the Borrower shall haveno obligation to increase the Loan principal and interest, or to compensate the Company, the ESOPparticipants, or any other Person, if the value of the Common Stock on December 31, 2005, isdetermined by the independent appraiser to be equal to or greater than U.S. $69.44.          (c) No Other Guarantee. The Company and the Borrower agree that the Company has noobligation to guarantee the value of the Common Stock purchased with the Loan for any period afterDecember 31, 2005, or in any circumstances except as described in paragraph (a) of this Section1.08.**ARTICLE II****REPRESENTATIONS AND WARRANTIES**          Section 2.01. Representations and Warranties of the Borrower. The Borrower representsand warrants that the following are true and correct as of the date of this Agreement:          (a) Authority. The Borrower, acting by and through the Trustee, has all requisitepower, authority and legal right to execute and deliver this Agreement, the Pledge Agreement andthe Note and to perform its obligations hereunder and thereunder.          (b) Enforceability. This Agreement, the Pledge Agreement and the Note will constitutevalid and binding obligations of the Borrower enforceable against the Borrower in accordance withtheir respective terms, except as the enforceability hereof and thereof may be limited by anyapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other lawsaffecting the enforcement of creditors’ rights generally and by general principles of equity.
 

 
          Section 2.02. Representations and Warranties of the Company. The Company representsand warrants that the following are true and correct as of the date of this Agreement:          (a) Authority. The execution, delivery and performance of this Agreement by theCompany and the consummation by the Company of the transactions contemplated hereby have been dulyauthorized by all necessary corporate action. This Agreement has been duly executed and deliveredby the Company and, assuming due execution and delivery by the Borrower, constitutes a valid andbinding obligation of the Company enforceable against the Company in accordance with its terms,except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance or other laws affecting the enforcement ofcreditors’ rights generally and by general principles of equity.          (b) No Violations. The execution, delivery, performance and compliance with theterms, of this Agreement by the Company does not and will not, and consummation by the Company ofthe transactions contemplated by this Agreement will not, (i) result in a violation of any lawsapplicable to the Company or any of its subsidiaries, (ii) result in the violation of theconstituent documents of the Company or any of its subsidiaries; (iii) result in the breach of, orconstitute a default under, or permit the acceleration of any obligation under any agreement orinstrument to which the Company or any of its subsidiaries is a party or by which any of them orany of the respective assets of the Company and its subsidiaries is bound; (iv) result in themandatory acceleration, redemption, payment or prepayment of any obligation of the Company or anyof its subsidiaries under any such agreement or instrument or afford the holder of any suchobligation the right to require the Company or any of its subsidiaries to purchase, redeem orotherwise acquire, reacquire or repay any such obligation; (v) result in the creation or impositionin favor of any person of any lien upon any of the assets of the Company or any of itssubsidiaries, or (vi) constitute an event which, after notice or lapse of time or both, wouldresult in any of the foregoing.          (c) Prohibited Transactions. Assuming the Borrower has properly discharged itsfiduciary duties pursuant to ERISA and complied with the applicable provisions of the Code, theexecution, delivery and performance by the Company of this Agreement and the Pledge Agreement donot involve or constitute: (i) a non-exempt “prohibited transaction” within the meaning, of Section406 of ERISA or (ii) a non-exempt “prohibited transaction” within the meaning of Section 4975(c) ofthe Code.          (d) Tax Issues. (i) Plan and Trust Qualification. The ESOP and the Borrower complyin form with the requirements of Sections 401(a) of the Code and 1165(a) of the Puerto RicoInternal Revenue Code of 1994, as amended (the “PR Code”), and are exempt from taxation pursuant toSections 501(a) of the Code and 1165(a) of the PR Code, and the Company is aware of no facts thatwould cause it to believe the ESOP does not comply in operation with the requirements of Sections401(a) of the Code and 1165(a) of the PR Code. (ii) Employer Securities. The securities that theESOP will acquire from participants with the proceeds of the Loan are “employer securities” withinthe meaning of Section 409(*l*) of the Code and 1165(h)(2) of the PR Code.**ARTICLE III****CONDITIONS TO LOAN**          Section 3.01. Conditions Precedent to Loan. The obligation of the Company to make theLoan shall be subject to the prior or concurrent satisfaction of the following conditions:          (a) Note. The Borrower having executed and delivered the Note; and          (b) Pledge Agreement. The Borrower having executed and delivered the PledgeAgreement, together with all documents referred to therein.**ARTCLE IV****EVENTS OF DEFAULT**          Section 4.01. Events of Default. If any one or more of the following events (each, an“Event of Default”) shall occur and be continuing:
 

 
          (a) Payment Default Under Note. Default shall be made in the payment of any principalof or interest on the Note for more than five (5) Business Days after the same shall become due andpayable, whether at a date fixed for the payment of an installment or at final maturity, if theBorrower has sufficient available funds under the ESOP for the payment on the Note and if not,after the Company has contributed sufficient funds to the Borrower to pay such amount; or          (b) Representations and Warranties. If any representation or warranty made by theBorrower in this Agreement shall cease to be true or shall prove to have been false in any materialrespect on the date as of which made, and such representation or warranty is not corrected or madegood within thirty (30) days after written notice thereof shall have been given to the Borrower bythe Company, or          (c) Other Covenants. Default shall be made in the due observance or performance ofany other material covenant or agreement contained in this Agreement or the Note to be observed orperformed by the Borrower and such default shall remain unremedied for thirty (30) days afterwritten notice thereof shall have been given to the Borrower by the Company, or          (d) Pledge Agreement. Default shall be made in the due observance or performance ofany covenant or agreement or obligation of the Borrower under the Pledge Agreement or any event ofdefault shall occur and continue under the Pledge Agreement and, in each case shall remainunremedied for thirty (30) days after written notice thereof shall have been given to the Borrowerby the Company;then and in every such event, the Company may, at its option, exercise its rights with respect tothe Collateral. Subject to Section 1.06 hereof, if any Event of Default shall occur and becontinuing, the Company or any subsequent holder of the Note may declare any outstanding principaland accrued interest on the Note to be immediately due and payable.          Section 4.02. Remedies. Each of the rights, powers and remedies of the Company setforth in this Agreement and the Pledge Agreement may be exercised alternatively or conjunctivelyand at such times, in such order and from time to time, all as determined by the Company. Nopartial exercise of any right, remedy or power by the Company shall preclude any further exerciseof such right, power or remedy or the exercise of any other right, power or remedy consistent withthe terms hereof. The rights, remedies and powers of the Company set forth herein or in the PledgeAgreement are cumulative and are in addition to any provided by law or in equity. No delay oromission on the part of the Company in exercising any right, power or remedy shall impair suchright, power or remedy or be construed as a waiver of any Event of Default or acquiescence therein.No waiver of any Event of Default shall extend to any subsequent Event of Default of the same or adissimilar nature. The Company, in its discretion, may proceed against the Collateral withoutfirst proceeding against the Borrower.**ARTICLE V****DEFINITIONS**          Section 5.01. Additional Definitions. The terms defined in this Section 5.01, whichare in addition to terms defined elsewhere in this Agreement, shall have the meanings indicatedbelow.          “Business Day” — means any Monday, Tuesday, Wednesday, Thursday or Friday which is nota day on which banking institutions in New York are authorized or obligated to close by law orexecutive order, and for purposes of the definition of LIBOR in Section 1.02 hereof, a day on whichtransactions are effected in the London interbank market.          “ERISA” — means the Employee Retirement Income Security Act of 1974, as from time totime in effect or as otherwise expressly specified herein, and references to particular sections orprovisions of ERISA (or the Code) include any successor section covering substantially the samesubject matter or area covered by the specified section on the date hereof as well as all rules,regulations and orders issued pursuant thereto.          “Person” — includes an individual, a corporation, a partnership, a limited liabilitycompany, a government or agency or political subdivision thereof, a trust, joint venture, employeeorganization and an “employee benefit plan,” as defined in Section 3 of ERISA.
 

 
          Section 5.02. Time. As used in this Agreement, a “day” is a calendar day except inthose instances where reference is expressly made to Business Days.**ARTCLE VI****MISCELLANEOUS**          Section 6.01. Notices. All notices, consents and demands hereunder shall be inwriting and mailed by first class mail, postage prepaid, to the Borrower to:Manuel D. Rojo