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                                                                   EXHIBIT 10.28





                        COMMERCIAL PAPER DEALER AGREEMENT
                                  4(2) PROGRAM


                                      AMONG

               TELECOMUNICACIONES DE PUERTO RICO, INC., AS ISSUER;


                PUERTO RICO TELEPHONE COMPANY, INC. AND CELULARES
                        TELEFONICA, INC., AS GUARANTORS;


                                       AND

  Popular Securities, Inc., as Dealer for Notes with maturities up to 365 days.




     Concerning Notes to be issued pursuant to an Issuing and Paying Agency
        Agreement dated as of November 9, 2000 between the Issuer and The
                Chase Manhattan Bank, as Issuing and Paying Agent



                                   DATED AS OF


                                NOVEMBER 9, 2000


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                        COMMERCIAL PAPER DEALER AGREEMENT
                                  4(2) PROGRAM


         This agreement ("Agreement") sets forth the understandings among the
Issuer, the Guarantors and the Dealer in connection with the issuance and sale
by the Issuer of its short-term promissory notes through the Dealer (the
"Notes").

         Each of the Guarantors, jointly and severally, has agreed
unconditionally and irrevocably to guarantee payment in full of the principal
and interest (if any) on all such Notes of the Issuer, pursuant to guarantees,
dated the date hereof, in the form of Exhibit C hereto (the "Guarantee").

         Certain terms used in this Agreement are defined in Section 6 hereof.

         The Addendum to this Agreement, and any Annexes or Exhibits described
in this Agreement or such Addendum, are hereby incorporated into this Agreement
and made fully a part hereof.

Section 1.   Offers, Sales and Resales of Notes

         1.1 While (i) the Issuer has and shall have no obligation to sell the
Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for
the account of the Issuer, and (ii) the Dealer has and shall have no obligation
to purchase the Notes from the Issuer or to arrange any sale of the Notes for
the account of the Issuer, the parties hereto agree that in any case where the
Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the
Issuer, such Notes will be purchased or sold by the Dealer in reliance on the
representations, warranties, covenants and agreements of the Issuer contained
herein or made pursuant hereto and on the terms and conditions and in the manner
provided herein.

         1.2 So long as this Agreement shall remain in effect, and in addition
to the limitations contained in Section 1.7 hereof, the Issuer shall not,
without the consent of the Dealer, offer, solicit or accept offers to purchase,
or sell, any Notes except (a) in transactions with one or more dealers which may
from time to time after the date hereof become dealers with respect to the Notes
by executing with the Issuer one or more agreements which contain provisions
substantially identical to Section 1 of this Agreement, of which the Issuer
hereby undertakes to provide the Dealer prompt notice or (b) in transactions
with the other dealers listed on the Addendum hereto, which are executing
agreements with the Issuer which contain provisions substantially identical to
Section 1 of this Agreement contemporaneously herewith. In no event shall the
Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly
on its own behalf in transactions with persons other than broker-dealers as
specifically permitted in this Section 1.2.

         1.3 The Notes shall be in a minimum denomination or minimum amount,
whichever is applicable, of $250,000 or integral multiples of $1,000 in excess
thereof, will bear such interest rates, if interest bearing, or will be sold at
such discount from their face amounts, as shall be agreed upon by the Dealer and
the Issuer, shall have a maturity not exceeding 365 days from the date of
issuance (exclusive of days of grace) and shall not contain any provision for
extension, renewal or automatic "rollover."

         1.4 The authentication, delivery and payment of the Notes shall be
effected in accordance with the Issuing and Paying Agency Agreement and the
Notes shall be either individual bearer physical certificates or represented by
book-entry Notes registered in the name of DTC or its nominee in the form or
forms annexed to the Issuing and Paying Agency Agreement.

         1.5 If the Issuer and the Dealer shall agree on the terms of the
purchase of any Note by the Dealer or the sale of any Note arranged by the
Dealer (including, but not limited to, agreement with respect to the date of
issue, purchase price, principal amount, maturity and interest rate (in the case
of interest-


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bearing Notes) or discount thereof (in the case of Notes issued on a
discount basis), and appropriate compensation for the Dealer's services
hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be
issued and delivered in accordance with the terms of the Issuing and Paying
Agency Agreement and payment for such Note shall be made by the purchaser
thereof, either directly or through the Dealer, to the Issuer. Except as
otherwise agreed, in the event that the Dealer is acting as an agent and a
purchaser shall either fail to accept delivery of or make payment for a Note on
the date fixed for settlement, the Dealer shall promptly notify the Issuer, and
if the Dealer has theretofore paid the Issuer for the Note, the Issuer will
promptly return such funds to the Dealer against its return of the Note to the
Issuer, in the case of a certificated Note, and upon notice of such failure in
the case of a book-entry Note. If such failure occurred for any reason other
than default by the Dealer, the Issuer shall reimburse the Dealer on an
equitable basis for the Dealer's loss of the use of such funds for the period
such funds were credited to the Issuer's account.

         1.6 The Dealer and the Issuer hereby establish and agree to observe the
following procedures in connection with offers, sales and subsequent resales or
other transfers of the Notes:

                  (a) Offers and sales of the Notes by or through the Dealer
         shall be made only to the following types of investors: (i) investors
         reasonably believed by the Dealer to be Institutional Accredited
         Investors, (ii) non-bank fiduciaries or agents that will be purchasing
         Notes for one or more accounts, each of which is an Institutional
         Accredited Investor, and (iii) Qualified Institutional Buyers.

                  (b) Resales and other transfers of the Notes by the holders
         thereof shall be made only in accordance with the restrictions in the
         legends described in clause (e) below.

                  (c) No general solicitation or general advertising shall be
         used in connection with the offering of the Notes. Without limiting the
         generality of the foregoing, without the prior written approval of
         Dealer, the Issuer shall not issue any press release or place or
         publish any "tombstone" or other advertisement relating to the Notes.

                  (d) No sale of Notes to any one purchaser shall be for less
         than $250,000 principal or face amount, and no Note shall be issued in
         a smaller principal or face amount. If the purchaser is a non-bank
         fiduciary acting on behalf of others, each person for whom such
         purchaser is acting must purchase at least $250,000 principal or face
         amount of Notes.

                  (e) Offers and sales of the Notes by the Issuer through the
         Dealer acting as agent for the Issuer shall be made in accordance with
         Rule 506 under the Securities Act, and shall be subject to the
         restrictions described in the legend appearing on Exhibit A hereto. A
         legend substantially to the effect of such Exhibit A shall appear as
         part of the Private Placement Memorandum used in connection with offers
         and sales of Notes hereunder, as well as on each Note offered and sold
         pursuant to this Agreement.

                  (f) Dealer shall furnish or shall have furnished to each
         purchaser of Notes being sold to an ultimate purchaser for the first
         time a copy of the then-current Private Placement Memorandum unless
         such purchaser has previously received a copy of the Private Placement
         Memorandum as then in effect. The Private Placement Memorandum shall
         expressly state that any person to whom Notes are offered shall have an
         opportunity to ask questions of, and receive information from, the
         Issuer and the Dealer and shall provide the names, addresses and
         telephone numbers of the persons from whom information regarding the
         Issuer may be obtained.

                  (g) The Issuer agrees, for the benefit of the Dealer and each
         of the holders and prospective purchasers from time to time of the
         Notes that, if at any time the Issuer shall not be subject to Section
         13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request
         and at its expense, to the Dealer and to holders and prospective
         purchasers of Notes information required by Rule 144A(d)(4)(i) in
         compliance with Rule 144A(d).


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                  (h) In the event that any Note offered or to be offered by
         Dealer would be ineligible for resale under Rule 144A, the Issuer shall
         immediately notify Dealer (by telephone, confirmed in writing) of such
         fact and shall promptly prepare and deliver to Dealer an amendment or
         supplement to the Private Placement Memorandum describing the Notes
         that are ineligible, the reason for such ineligibility and any other
         relevant information relating thereto.

                  (i) The Issuer represents that it is not currently issuing
         commercial paper in the United States market in reliance upon, and in
         compliance with, the exemption provided by Section 3(a)(3) of the
         Securities Act. In the event the issuer launches a 3(a)(3) commercial
         paper program, the Issuer agrees that (a) the proceeds from the sale of
         the Notes will be segregated from the proceeds of the sale of any such
         commercial paper by being placed in a separate account; (b) the Issuer
         will institute appropriate corporate procedures to ensure that the
         offers and sales of notes issued by the Issuer pursuant to the Section
         3(a)(3) exemption are not integrated with offerings and sales of Notes
         hereunder; and (c) the Issuer will comply with each of the requirements
         of Section 3(a)(3) of the Act in selling commercial paper or other
         short-term debt securities other than the Notes in the United States.

         1.7 The Issuer hereby represents and warrants to the Dealer, in
connection with offers, sales and resales of Notes, as follows:

                  (a) Issuer hereby confirms to the Dealer that (except as
         permitted by Section 1.6(i)) within the preceding six months neither
         the Issuer nor any person other than the Dealer or the other dealers
         referred to in Section 1.2 hereof acting on behalf of the Issuer has
         offered or sold any Notes, or any substantially similar security of the
         Issuer (including, without limitation, medium-term notes issued by the
         Issuer), to, or solicited offers to buy any such security from, any
         person other than the Dealer or the other dealers referred to in
         Section 1.2 hereof. The Issuer also agrees that, as long as the Notes
         are being offered for sale by the Dealer and the other dealers referred
         to in Section 1.2 hereof as contemplated hereby and until at least six
         months after the offer of Notes hereunder has been terminated, neither
         the Issuer nor any person other than the Dealer or the other dealers
         referred to in Section 1.2 hereof (except as contemplated by Section
         1.2 hereof) will offer the Notes or any substantially similar security
         of the Issuer for sale to, or solicit offers to buy any such security
         from, any person other than the Dealer and the other dealers referred
         to in Section 1.2 hereof, it being understood that such agreement is
         made with a view to bringing the offer and sale of the Notes within the
         exemption provided by Section 4(2) of the Securities Act and Rule 506
         thereunder and shall survive any termination of this Agreement. The
         Issuer hereby represents and warrants that it has not taken or omitted
         to take, and will not take or omit to take, any action that would cause
         the offering and sale of Notes hereunder to be integrated with any
         other offering of securities, whether such offering is made by the
         Issuer or some other party or parties.

                  (b) The Issuer represents and agrees that the proceeds of the
         sale of the Notes are not currently contemplated to be used for the
         purpose of buying, carrying or trading securities within the meaning of
         Regulation T and the interpretations thereunder by the Board of
         Governors of the Federal Reserve System. In the event that the Issuer
         determines to use such proceeds for the purpose of buying, carrying or
         trading securities, whether in connection with an acquisition of
         another company or otherwise, the Issuer shall give the Dealer at least
         five business days' prior written notice to that effect. The Issuer
         shall also give the Dealer prompt notice of the actual date that it
         commences to purchase securities with the proceeds of the Notes.
         Thereafter, in the event that the Dealer purchases Notes as principal
         and does not resell such Notes on the day of such purchase, to the
         extent necessary to comply with Regulation T and the interpretations
         thereunder, the Dealer will sell such Notes only to offerees it
         reasonably believes to be QIBs or to QIBs it reasonably believes are
         acting for other QIBs, in each case in accordance with Rule 144A.


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Section 2.   Representations and Warranties of Issuer

The Issuer, with respect to Sections 2.1 through 2.10, and each of the
Guarantors, with respect to Sections 2.11 through 2.17, represents and warrants
that:

         2.1 The Issuer is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has
all the requisite power and authority to execute, deliver and perform its
obligations under the Notes, this Agreement and the Issuing and Paying Agency
Agreement.

         2.2 This Agreement and the Issuing and Paying Agency Agreement have
been duly authorized, executed and delivered by the Issuer and constitute legal,
valid and binding obligations of the Issuer enforceable against the Issuer in
accordance with their terms subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

         2.3 The Notes have been duly authorized, and when issued and delivered
as provided in the Issuing and Paying Agency Agreement, will be duly and validly
issued and delivered and will constitute legal, valid and binding obligations of
the Issuer enforceable against the Issuer in accordance with their terms subject
to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).

         2.4 The offer and sale of Notes in the manner contemplated hereby do
not require registration of the Notes under the Securities Act, pursuant to the
exemption from registration contained in Section 4(2) thereof and Regulation D
thereunder, and no indenture in respect of the Notes is required to be qualified
under the Trust Indenture Act of 1939, as amended.

         2.5 The Notes will rank at least pari passu with all other unsecured
and unsubordinated indebtedness of the Issuer.

         2.6 No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority, including the SEC, is
required to authorize, or is otherwise required in connection with the
execution, delivery or performance of, this Agreement, the Notes or the Issuing
and Paying Agency Agreement, except as may be required by the securities or Blue
Sky laws of the various states in connection with the offer and sale of the
Notes.

         2.7 Neither the execution and delivery of this Agreement and the
Issuing and Paying Agency Agreement, nor the issuance and delivery of the Notes
in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment
of or compliance with the terms and provisions hereof or thereof by the Issuer,
will (i) result in the creation or imposition of any mortgage, lien, charge or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Issuer, or (ii) violate or result in a breach or an event of default under any
of the terms of the Issuer's charter documents or by-laws, any contract or
instrument to which the Issuer is a party or by which it or its property is
bound, or any law or regulation, or any order, writ, injunction or decree of any
court or government instrumentality, to which the Issuer is subject or by which
it or its property is bound, which breach or event of default might have a
material adverse effect on the condition (financial or otherwise), operations or
business prospects of the Issuer or the ability of the Issuer to perform its
obligations under this Agreement, the Notes or the Issuing and Paying Agency
Agreement.

         2.8 There is no litigation or governmental proceeding pending, or to
the knowledge of the Issuer threatened, against or affecting the Issuer or any
of its subsidiaries which might result in a material adverse change in the
condition (financial or otherwise), operations or business prospects of the
Issuer or the ability of the Issuer to perform its obligations under this
Agreement, the Notes or the Issuing and Paying Agency Agreement.


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         2.9 The Issuer is not an "investment company" or an entity "controlled"
by an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

         2.10 Neither the Private Placement Memorandum nor the Company
Information contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

         2.11 Each of the Guarantors is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has all the requisite power and authority to execute, deliver
and perform its respective obligations under the Guarantees, this Agreement and
the Issuing and Paying Agency Agreement.

         2.12 This Agreement, the Issuing and Paying Agency Agreement and the
Guarantees have been duly authorized, executed and delivered by each of the
Guarantors and constitute legal, valid and binding obligations of the Guarantors
enforceable against the Guarantors in accordance with their terms subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law) and except as enforceability of the indemnification provisions of this
Agreement may be limited by federal securities laws.

         2.13 No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority, including the SEC, is
required to authorize, or is otherwise required in connection with the
execution, delivery or performance by the Guarantors of, this Agreement, the
Guarantees or the Issuing and Paying Agency Agreement, except as may be required
by the securities or Blue Sky laws of the various states in connection with the
offer and sale of the Notes.

         2.14 Neither the execution and delivery by the Guarantors of this
Agreement, the Issuing and Paying Agency Agreement and the Guarantees, nor the
fulfillment of or compliance with the terms and provisions hereof or thereof by
each of the Guarantors, will (i) result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Guarantors, or (ii) violate or result in a breach or
an event of default under any of the terms of the Guarantors' charter documents
or by-laws, any contract or instrument to which each of the Guarantors is a
party or by which it or its property is bound, or any law or regulation, or any
order, writ, injunction or decree of any court or government instrumentality, to
which each of the Guarantors is subject or by which it or its property is bound,
which breach or event of default might have a material adverse effect on the
condition (financial or otherwise), operations or business prospects of each of
the Guarantors or the ability of either Guarantor to perform its obligations
under this Agreement, the Guarantees or the Issuing and Paying Agency Agreement.

         2.15 Neither of the Guarantors is an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         2.16 The information concerning the Guarantors contained in the Private
Placement Memorandum does not contain any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         2.17 The Guarantees do not require registration under the Securities
Act, pursuant to the exemption from registration contained in Section 4(2)
thereof.

         2.18 Each (a) issuance of Notes by the Issuer hereunder and (b)
amendment or supplement of the Private Placement Memorandum shall be deemed a
representation and warranty by each of the Issuer and the Guarantors (as to
itself) to the Dealer, as of the date thereof, that, both before and after
giving effect to such issuance and after giving effect to such amendment or
supplement, (i) the representations and


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warranties given by the Issuer and the Guarantors set forth above in this
Section 2 remain true and correct on and as of such date as if made on and as of
such date, (ii) in the case of an issuance of Notes, the Notes being issued on
such date have been duly and validly issued and constitute legal, valid and
binding obligations of the Issuer, enforceable against the Issuer in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and (iii) in the case of an issuance of Notes,
since the date of the most recent Private Placement Memorandum, there has been
no material adverse change in the condition (financial or otherwise), operations
or business prospects of the Issuer or the Guarantors which would impact the
ability of the Issuer or either of the Guarantors to perform its obligations
under the Notes or the Guarantees, as the case may be, and which has not been
disclosed to the Dealer in writing.

Section 3.   Covenants and Agreements of Issuer

The Issuer covenants and agrees that:

         3.1 The Issuer will give the Dealer prompt notice (but in any event
prior to any subsequent issuance of Notes hereunder) of any amendment to,
modification of, or waiver with respect to, the Notes or the Issuing and Paying
Agency Agreement, including a complete copy of any such amendment, modification
or waiver.

         3.2 The Issuer shall, whenever there shall occur any change in the
Issuer's condition (financial or otherwise), operations or business prospects or
any development or occurrence in relation to the Issuer that would be material
to holders of the Notes or potential holder of the Notes (including any
downgrading or receipt of any notice of intended or potential downgrading or any
review for potential change in the rating accorded any of the Issuer's
securities by any nationally recognized statistical rating organization which
has published a rating of the Notes), promptly, and in any event prior to any
subsequent issuance of Notes hereunder, notify the Dealer (by telephone,
confirmed in writing) of such change, development, or occurrence.

         3.3 The Issuer shall from time to time furnish to the Dealer such
information as the Dealer may reasonably request, including, without limitation,
any press releases or material provided by the Issuer to any national securities
exchange or rating agency, regarding (i) the Issuer's operations and financial
condition, (ii) the due authorization and execution of the Notes, and (iii) the
Issuer's ability to pay the Notes as they mature.

         3.4 The Issuer will take all such action as the Dealer may reasonably
request to ensure that each offer and each sale of the Notes will comply with
any applicable state Blue Sky laws; provided, that the Issuer shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so qualified or
subject itself to taxation in respect of doing business in any jurisdiction in
which it is not otherwise so subject.

         3.5 The Issuer will not be in default of any of its obligations
hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at
any time that any of the Notes are outstanding.

         3.6 The Issuer shall not issue Notes hereunder until the Dealer shall
have received (a) an opinion of counsel to the Issuer, addressed to the Dealer,
satisfactory in form and substance to the Dealer, (b) an opinion of counsel to
the Guarantors, addressed to the Dealer, satisfactory in form and substance to
the Dealer, (c) copies of the executed Guarantees, (d) a copy of the executed
Issuing and Paying Agency Agreement as then in effect, (e) a copy of resolutions
adopted by the Board of Directors of the Issuer, satisfactory in form and
substance to the Dealer and certified by the Secretary or similar officer of the
Issuer, authorizing execution and delivery by the Issuer of this Agreement the
Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer
of the transactions contemplated hereby and thereby, (f) copies of resolutions
adopted by the Board of Directors of the Guarantors, satisfactory in form


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and substance to the Dealer and certified by the Secretary or similar officer of
each of the Guarantors authorizing the execution and delivery by each of the
Guarantors of this Agreement and the Guarantees, and consummation by each of the
Guarantors of the transactions contemplated hereby and thereby, (g) prior to the
issuance of any Notes represented by a book-entry note registered in the name of
DTC or its nominee, a copy of the executed Letter of Representations among the
Issuer, the Issuing and Paying Agent and DTC and (h) such other certificates,
opinions, letters and documents as the Dealer shall have reasonably requested.

Section 4.   Disclosure

         4.1 The Private Placement Memorandum and its contents (other than the
Dealer Information) shall be the sole responsibility of the Issuer. The Private
Placement Memorandum shall contain a statement expressly offering an opportunity
for each prospective purchaser to ask questions of, and receive answers from,
the Issuer concerning the offering of Notes and to obtain relevant additional
information which the Issuer possesses or can acquire without unreasonable
effort or expense.

         4.2 The Issuer agrees promptly to furnish the Dealer the Company
Information as it becomes available.

         4.3 (a) The Issuer further agrees to notify the Dealer promptly upon
the occurrence of any event relating to or affecting the Issuer that would cause
the Company Information then in existence to include an untrue statement of
material fact or to omit to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which they are
made, not misleading.

                  (b) In the event that the Issuer gives the Dealer notice
pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has
Notes it is holding in inventory, the Issuer agrees promptly to supplement or
amend the Private Placement Memorandum so that such Private Placement
Memorandum, as amended or supplemented, when taken together with the Company
Information, shall not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, and the
Issuer shall make such supplement or amendment available to the Dealer.

                  (c) In the event that (i) the Issuer gives the Dealer notice
pursuant to Section 4.3(a) and (ii) the Dealer does not notify the Issuer that
it is then holding Notes in inventory and (iii) the Issuer chooses not to
promptly amend or supplement the Private Placement Memorandum in the manner
described in clause (b) above, then all solicitations and sales of Notes shall
be suspended until such time as the Issuer has so amended or supplemented the
Private Placement Memorandum, and made such amendment or supplement available to
the Dealer.

         4.4 The Issuer agrees that it shall not have outstanding at any time
Notes issued in aggregate amount in excess of the authorized amount of the
Guarantees.

Section 5.   Indemnification and Contribution

         5.1 The Issuer will indemnify and hold harmless the Dealer, each
individual, corporation, partnership, trust, association or other entity
controlling the Dealer, any affiliate of the Dealer or any such controlling
entity and their respective directors, officers, employees, partners,
incorporators, shareholders, servants, trustees and agents (hereinafter the
"Indemnitees") against any and all liabilities, penalties, suits, causes of
action, losses, damages, claims, costs and expenses (including, without
limitation, fees and disbursements of counsel) or judgments of whatever kind or
nature (each a "Claim"), imposed upon, incurred by or asserted against the
Indemnitees arising out of or based upon (i) any allegation that the Private
Placement Memorandum or the Company Information included (as of any relevant
time) or includes an untrue statement of a material fact or omitted (as of any
relevant time) or omits to state any material fact


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necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. This indemnification shall not apply to
the extent that the Claim arises out of or is based upon Dealer Information. In
addition, this indemnification shall not inure to the benefit of the Dealer (or
to the benefit of any person controlling the Dealer) on account of any losses,
claims, damages or liabilities from the sale any Notes by the Dealer to any
investor if a copy of the Private Placement Memorandum (as amended or
supplemented, if prior to distribution of the Private Placement Memorandum by
the Dealer to such investor, the Issuer shall have made any supplements or
amendments which have been furnished to the Dealer) shall not have been sent or
given by or on behalf of the Dealer to such investor at or prior to the written
confirmation of the sale of the Notes to such investor and such statement or
omission is cured in the Private Placement Memorandum.

         5.2 Provisions relating to claims made for indemnification under this
Section 5 are set forth on Exhibit B to this Agreement.

         5.3 In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 5 is
held to be unavailable or insufficient to hold harmless the Indemnitees,
although applicable in accordance with the terms of this Section 5, the Issuer
shall contribute to the aggregate costs incurred by the Dealer in connection
with any Claim in the proportion of the respective economic interests of the
Issuer and the Dealer; provided, however, that such contribution by the Issuer
shall be in an amount such that the aggregate costs incurred by the Dealer do
not exceed the aggregate of the commissions and fees earned by the Dealer
hereunder with respect to the issue or issues of Notes to which such Claim
relates. The respective economic interests shall be calculated by reference to
the aggregate proceeds to the Issuer of the Notes issued hereunder and the
aggregate commissions and fees earned by the Dealer hereunder. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


Section 6.   Definitions

         6.1 "Claim" shall have the meaning set forth in Section 5.1.

         6.2 "Company Information" at any given time shall mean the Private
Placement Memorandum together with, to the extent applicable, (i) the Issuer's
most recent report on Form 10-K filed with the SEC and each report on Form 10-Q
or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii)
the Issuer's most recent annual audited financial statements and each interim
financial statement or report prepared subsequent thereto, if not included in
item (i) above, and (iii) the Issuer's and its affiliates' other publicly
available recent reports, including, but not limited to, any publicly available
filings or reports provided to their respective shareholders. For the purposes
of this Agreement, any statement contained in any Company Information shall be
deemed to be modified or superseded to the extent that a statement contained in
any then available Company Information subsequent to such statement modifies or
supersedes such statement; and such statement shall not be deemed to be Company
Information except as so modified or superseded.

         6.3 "Dealer" shall mean Popular Securities, Inc..

         6.4 "Dealer Information" shall mean material concerning the Dealer and
provided by the Dealer in writing expressly for inclusion in the Private
Placement Memorandum.

         6.5 "DTC" shall mean The Depository Trust Company.

         6.6 "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934,
as amended.

         6.7 "Indemnitee" shall have the meaning set forth in Section 5.1.


                                       8
<PAGE>   10


         6.8 "Institutional Accredited Investor" shall mean an institutional
investor that is an accredited investor within the meaning of Rule 501 under the
Securities Act and that has such knowledge and experience in financial and
business matters that it is capable of evaluating and bearing the economic risk
of an investment in the Notes, including, but not limited to, a bank, as defined
in Section 3(a)(2) of the Securities Act, or a savings and loan association or
other institution, as defined in Section 3(a)(5)(A) of the Securities Act,
whether acting in its individual or fiduciary capacity.

         6.9 "Issuing and Paying Agency Agreement" shall mean the issuing and
paying agency agreement described on the cover page of this Agreement, as such
agreement may be amended or supplemented from time to time.

         6.10 "Issuing and Paying Agent" shall mean the party designated as such
on the cover page of this Agreement, as issuing and paying agent under the
Issuing and Paying Agency Agreement.

         6.11 "Non-bank fiduciary or agent" shall mean a fiduciary or agent
other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or
(b) a savings and loan association, as defined in Section 3(a)(5)(A) of the
Securities Act.

         6.12 "Private Placement Memorandum" shall mean offering materials
prepared in accordance with Section 4 (including materials referred to therein
or incorporated by reference therein) provided to purchasers and prospective
purchasers of the Notes, and shall include amendments and supplements thereto
which may be prepared from time to time in accordance with this Agreement (other
than any amendment or supplement that has been completely superseded by a later
amendment or supplement).

         6.13 "Qualified Institutional Buyer" shall have the meaning assigned to
that term in Rule 144A under the Securities Act.

         6.14 "Rule 144A" shall mean Rule 144A under the Securities Act.

         6.15 "SEC" shall mean the U.S. Securities and Exchange Commission.

         6.16 "Securities Act" shall mean the U.S. Securities Act of 1933, as
amended.

Section 7.   General

         7.1 Unless otherwise expressly provided herein, all notices under this
Agreement to parties hereto shall be in writing and shall be effective when
received at the address of the respective party set forth in the Addendum to
this Agreement.

         7.2 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Puerto Rico, without regard to its conflict
of laws provisions.

         7.3 The Issuer and the Guarantors each agrees that any suit, action or
proceeding brought by the Issuer or the Guarantors against the Dealer in
connection with or arising out of this Agreement or the Notes or the offer and
sale of the Notes shall be brought solely in the United States federal courts
located in the Commonwealth of Puerto Rico or the courts of the Commonwealth of
Puerto Rico located in the City of San Juan, Puerto Rico. EACH OF THE DEALER AND
THE ISSUER AND THE GUARANTORS WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         7.4 This Agreement may be terminated, at any time, by the Issuer or the
Guarantors, upon one business day's prior notice to such effect to the Dealer,
or by the Dealer upon one business day's prior notice to such effect to the
Issuer or the Guarantors. Any such termination, however, shall not affect the


                                       9
<PAGE>   11


obligations of the Issuer or the Guarantors under Sections 5 and 7.3 hereof or
the respective representations, warranties, agreements, covenants, rights or
responsibilities of the parties made or arising prior to the termination of this
Agreement.

         7.5 This Agreement is not assignable by any party hereto without the
written consent of the other parties; provided, however, that the Dealer may
assign its rights and obligations under this Agreement to any affiliate.

         7.6 This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

         7.7 This Agreement is for the exclusive benefit of the parties hereto,
and their respective permitted successors and assigns hereunder, and shall not
be deemed to give any equitable or legal right; remedy or claim to any other
person whatsoever; provided, however, that Section 7.8 is hereby exclusively and
specifically acknowledged to also be for the benefit of the holders from time to
time of the Notes, as third party beneficiaries.

         7.8 Any payments in respect of the Notes, the Guarantees or to the
Dealer hereunder, whether pursuant to Sections 5.1 or otherwise, shall be in US
dollars and shall be free of all withholding, stamp and other similar taxes and
of all other governmental charges of any nature whatsoever. In the event any
withholding is required by law, the Issuer and the Guarantors each agrees to (i)
pay the same and (ii) pay such additional amounts to the holders of the Notes or
to the Dealer which, after deduction of any such withholding, stamp or other
taxes or governmental charges of any nature whatsoever imposed with respect to
the payment of such additional amount, shall equal the amount withheld pursuant
to clause (i).


                                       10
<PAGE>   12


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.


                                    TELECOMUNICACIONES DE PUERTO RICO, INC.,
                                     AS ISSUER

                                    By:    /s/ Frank P. Gatto
                                       -----------------------------------------
                                    Name:  Frank P. Gatto
                                    Title: Chief Financial Officer

                                    PUERTO RICO TELEPHONE COMPANY, INC.
                                     AS GUARANTOR

                                    By:    /s/ Frank P. Gatto
                                       -----------------------------------------
                                    Name:  Frank P. Gatto
                                    Title: Chief Financial Officer

                                    CELULARES TELEFONICA, INC.,
                                     AS GUARANTOR

                                    By:    /s/ Frank P. Gatto
                                       -----------------------------------------
                                    Name:  Frank P. Gatto
                                    Title: Chief Financial Officer


                                    POPULAR SECURITIES, INC.,
                                    AS DEALER FOR NOTES WITH MATURITIES UP TO
                                    365 DAYS

                                    By:    /s/ Carlos J. Ortiz
                                       -----------------------------------------
                                    Name:  Carlos J. Ortiz
                                    Title: Managing Director


                                       11
<PAGE>   13


                                    ADDENDUM


1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are Salomon Smith Barney Inc., Bank of America Securities and Popular
Securities, Inc.

2. The following Section 3.8 is hereby added to the Agreement:

         3.8 Without limiting any obligation of the Issuer pursuant to this
         Agreement to provide the Dealer with credit and financial information,
         the Issuer hereby acknowledges and agrees that the Dealer may share the
         Company Information and any other information or matters relating to
         the Issuer or the transactions contemplated hereby with affiliates of
         the Dealer, including, but not limited to Banco Popular de Puerto Rico
         and Banco Popular North America and that such affiliates may likewise
         share information relating to the Issuer or such transactions with the
         Dealer.

3. The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:

         For the Issuer & the Guarantors:

                  Telecomunicaciones de Puerto Rico, Inc.
                  P.O. Box 360998
                  San Juan, Puerto Rico  00936-0998

                  Attention:  Ms. Aurora M. Casablanca
                  Telephone number: (787) 792-2297
                  Fax number: (787) 792-8640


         For the Dealer:

                  Popular Securities, Inc.
                  Popular Center, Suite 1020
                  209 Munoz Rivera Avenue
                  Hato Rey, Puerto Rico 00918-1075


                  Attention: Mr. Carlos J. Ortiz
                  Telephone number: (787) 766-4163
                  Fax number: (787) 763-3485


<PAGE>   14



EXHIBIT A


                               FORM OF LEGEND FOR
                     PRIVATE PLACEMENT MEMORANDUM AND NOTES


              THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES
              LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE
              WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
              THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS
              ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT
              THAT IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS
              RELATING TO THE ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING
              SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND THAT IT IS
              EITHER (A) AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED
              INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT AND
              POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
              MATTERS THAT IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC
              RISK OF AN INVESTMENT IN THE NOTES (AN "INSTITUTIONAL ACCREDITED
              INVESTOR" AND THAT EITHER IS PURCHASING NOTES FOR ITS OWN ACCOUNT,
              IS A U.S. BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A
              SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN
              SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR
              FIDUCIARY CAPACITY OR IS A FIDUCIARY OR AGENT (OTHER THAN A U.S.
              BANK OR SAVINGS AND LOAN) PURCHASING NOTES FOR ONE OR MORE
              ACCOUNTS EACH OF WHICH IS SUCH AN INSTITUTIONAL ACCREDITED
              INVESTOR (i) WHICH ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE
              OR (ii) WITH RESPECT TO WHICH SUCH PURCHASER HAS SOLE INVESTMENT
              DISCRETION; OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN
              THE MEANING OF RULE 144A UNDER THE ACT WHICH IS ACQUIRING NOTES
              FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH IS
              A QIB AND WITH RESPECT TO EACH OF WHICH THE PURCHASER HAS SOLE
              INVESTMENT DISCRETION; AND THE PURCHASER ACKNOWLEDGES THAT IT IS
              AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE
              REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE
              144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL
              ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF
              WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION
              UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO POPULAR SECURITIES,
              INC. OR ANOTHER PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT
              AGENT FOR THE NOTES (COLLECTIVELY, THE "PLACEMENT AGENTS"), NONE
              OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2)
              THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR
              OR A QIB BY A PLACEMENT AGENT, OR (3) TO A QIB IN A TRANSACTION
              THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM
              AMOUNTS OF $250,000.


<PAGE>   15


EXHIBIT B


                           FURTHER PROVISIONS RELATING
                               TO INDEMNIFICATION


         (a) The Issuer agrees to reimburse each Indemnitee for all expenses
(including reasonable fees and disbursements of internal and external counsel)
as they are incurred by it in connection with investigating or defending any
loss, claim, damage, liability or action in respect of which indemnification may
be sought under Section 5 of the Agreement (whether or not it is a party to any
such proceedings).

         (b) Promptly after receipt by an Indemnitee of notice of the existence
of a Claim, such Indemnitee will, if a claim in respect thereof is to be made
against the Issuer, notify the Issuer in writing of the existence thereof;
provided that (i) the omission so to notify the Issuer will not relieve it from
any liability which it may have hereunder unless and except to the extent it did
not otherwise learn of such Claim and such failure results in the forfeiture by
the Issuer of substantial rights and defenses, and (ii) the omission so to
notify the Issuer will not relieve it from liability which it may have to an
Indemnitee otherwise than on account of this indemnity agreement. In case any
such Claim is made against any Indemnitee and it notifies the Issuer of the
existence thereof, the Issuer will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the Indemnitee, to
assume the defense thereof, with counsel reasonably satisfactory to such
Indemnitee; provided that if the defendants in any such Claim include both the
Indemnitee and the Issuer, and the Indemnitee shall have concluded that there
may be legal defenses available to it which are different from or additional to
those available to the Issuer, the Issuer shall not have the right to direct the
defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall
have the right to select separate counsel to assert such legal defenses on
behalf of such Indemnitee. Upon receipt of notice from the Issuer to such
Indemnitee of the Issuer's election so to assume the defense of such Claim and
approval by the Indemnitee of counsel, the Issuer will not be liable to such
Indemnitee for expenses incurred thereafter by the Indemnitee in connection with
the defense thereof (other than reasonable costs of investigation) unless (i)
the Indemnitee shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the Issuer shall not be liable for
the expenses of more than one separate counsel (in addition to any local counsel
in the jurisdiction in which any Claim is brought), approved by the Dealer,
representing the Indemnitee who is party to such Claim), (ii) the Issuer shall
not have employed counsel reasonably satisfactory to the Indemnitee to represent
the Indemnitee within a reasonable time after notice of existence of the Claim
or (iii) the Issuer has authorized in writing the employment of counsel for the
Indemnitee. The indemnity, reimbursement and contribution obligations of the
Issuer hereunder shall be in addition to any other liability the Issuer may
otherwise have to an Indemnitee and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the
Issuer and any Indemnitee. The Issuer agrees that without the Dealer's prior
written consent, it will not settle, compromise or consent to the entry of any
judgment in any Claim in respect of which indemnification may be sought under
the indemnification provision of the Agreement (whether or not the Dealer or any
other Indemnitee is an actual or potential party to such Claim), unless such
settlement, compromise or consent includes an unconditional release of each
Indemnitee from all liability arising out of such Claim. The Dealer agrees that
without the Issuer's prior written consent, which consent will not be
unreasonably withheld, it will not settle, compromise or consent to the entry of
any judgment in any Claim in respect of which indemnification may be sought
under the indemnification provision of the Agreement (whether or not the Issuer
is an actual or potential party to such Claim).