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                                                                   EXHIBIT 10.22

            REVOLVING CREDIT AGREEMENT BETWEEN TELECOMUNICACIONES DE
               PUERTO RICO, INC. AND BANCO POPULAR DE PUERTO RICO

                           REVOLVING CREDIT AGREEMENT

                            Dated as of June 2, 2000

TELECOMUNICACIONES DE PUERTO RICO, INC., a Puerto Rico corporation (the
"Borrower"), PUERTO RICO TELEPHONE COMPANY, INC., a Puerto Rico corporation
("PRTC"), and CELULARES TELEFONICA, INC., a Puerto Rico corporation ("CTI" and,
collectively with PRTC, the "Guarantors"), the banks, financial institutions and
other institutional lenders listed on the signature pages hereof (the
"Lenders"), and Banco Popular de Puerto Rico ("BPPR" or "Lender"), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

"Administrative Agent's Account" means the account of the Administrative Agent
maintained by the Administrative Agent at Banco Popular with its office at 209
Munoz Rivera Avenue, Account No. 1970, Attention: Corporate Banking.

"Advance" means a Revolving Credit Advance.

"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person or is a director 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 a Person means the possession, direct or
indirect, of the power to vote 10% or more of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

"Applicable Lending Office" means, with respect to each Lender, such Lender's
LIBOR Lending Office.


"Applicable Margin" means 0.50% per annum, for any Interest Period.

"Assignment and Acceptance" means an assignment and acceptance entered into by a
Lender and an Eligible Assignee, and accepted by the Administrative Agent, in
substantially the form of Exhibit C hereto.

"Base Rate" means, for any day, the simple average of the rates of interest
announced publicly on such day in the Wall Street Journal by the principal
commercial banks in New York, New York as their prime commercial lending rate,
which for purposes hereof is not intended to be the lowest or best rate of
interest charged by any Lender to a customer, with each change in such rate to
be effective for purposes hereof on the day in which any such change is
announced as herein provided, whether or not such change is notified to the
Borrower by the Administrative Agent. The Base Rate will be computed on the
basis of a 360 day year for the actual number of days elapsed occurring in the
period for which such interest is payable.

"Base Rate Advance" means a Revolving Credit Advance that bears interest based
upon the Base Rate as provided in Section 2.06(a)(i).

"Bonds" means the following series of senior notes issued by the Borrower: (a)
$300,000,000 of 6.15% Senior Notes due 2002; (b) $400,000,000 of 6.65% Senior
Notes due 2006; and (c) $300,000,000 of 6.80% Senior Notes due 2009.


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"Borrower" has the meaning specified in the recital of parties.

"Borrower's Account" means the account of the Borrower maintained by the
Borrower at Banco Popular de Puerto Rico with its office at Popular Center,
Account No. 030-303664.

"Borrowing" means a Revolving Credit Borrowing.

"Business Day" means a day of the year on which banks are not required or
authorized by law or executive order to close in New York City or San Juan,
Puerto Rico, provided that, if the applicable Business Day relates to any LIBOR
Rate Advances, "Business Day" means a day of the year on which banks are not
required or authorized by law or executive order to close in New York City or
San Juan, Puerto Rico and on which dealings are carried on in the London
interbank market.

"Citibank Indebtedness" means those certain revolving credit facilities in a
maximum aggregate principal amount of up to $500,000,000 extended to the
Borrower pursuant to that certain Five-Year Credit Agreement dated as of March
2, 1999 among the Borrower, Citibank, N.A., as administrative agent, the Lenders
party thereto, Bank of America National Trust and Savings Association, as
syndication agent, and The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, as documentation agents, for working capital and other
general corporate purposes of the Borrower.

"Commitment" has the meaning specified in Section 2.01.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP.

"Controlling Interest" means: (a) ownership of at least 40% plus one share of
the Voting Stock of the Borrower; and (b) the ability to appoint a majority of
the Board of Directors of the Borrower.

"Convert", "Conversion" and "Converted" each refers to a conversion of Revolving
Credit Advances of one Type into Revolving Credit Advances of the other Type
pursuant to Section 2.07 or 2.08.

"Debt" of any Person means, without duplication: (a) all indebtedness of such
Person for borrowed money; (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in
the ordinary course of such Person's business for which collection proceedings
have not been commenced, provided that trade payables for which collection
proceedings have commenced shall not be included in the term "Debt" so long as
the payment of such trade payables is being contested in good faith and by
proper proceedings and for which appropriate reserves are being maintained); (c)
all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments; (d) all obligations of such Person created or arising under
any conditional sale or other similar title retention agreement with respect to
Property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such Property); (e) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital
leases; (f) all obligations of such Person in respect of acceptances, letters of
credit or similar extensions of credit; (g) all net obligations of such Person
in respect of Hedge Agreements; (h) all Debt of others referred to in clauses
(a) through (g) above or clause (i) below guaranteed directly, or indirectly
through a Subsidiary, by such Person, or in effect guaranteed directly, or
indirectly through a Subsidiary, by such Person through a written agreement
either (1) to pay or purchase 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 sell services, primarily for the purpose
of enabling the debtor to make payment of such Debt or to 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,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not 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 of
the types that, in accordance with GAAP, would be classified as indebtedness on
a Consolidated balance sheet of such Person on such date to (b) EBITDA for the
period of four fiscal quarters of such Person ended on or immediately prior to
such date, provided that for purposes of clause (a) of this definition, Debt
shall not include (1) the obligations specified in clause (g) of


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the definition thereof set forth above; or (2) with respect to the Borrower, any
obligations which may be assumed by the Borrower for guaranties of any
indebtedness of the Borrower's employee stock ownership plan up to an aggregate
principal amount of $26,100,000.

"Default" means any Event of Default or any event that would constitute an Event
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).

"EBITDA" means the sum, determined on a Consolidated basis, of the Borrower's:
(a) net income (or net loss); (b) interest expense; (c) income tax expense; (d)
depreciation expense; (e) amortization expense; (f) non-cash severance charges
in an aggregate amount not to exceed $120,000,000 in calendar year 1999 and
$30,000,000 in calendar year 2001; and (g) non cash charges relating to the
contribution to an employee stock ownership plan in an aggregate amount not to
exceed $23,100,000 in calendar year 1999.

"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 prior to 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 or immediately prior to such date,
provided that for purposes of clause (b) of this definition, Debt shall not
include the obligations specified in clause (g) of the definition thereof set
forth above.

"Effective Date" has the meaning specified in Section 3.01.

"Eligible Assignee" means: (a) a Lender; (b) an Affiliate of a Lender that is a
financial institution and is majority-owned by such Lender or such Lender's
holding company; (c) a commercial bank organized under the laws of the
Commonwealth of Puerto Rico, the United States, or any State thereof, and having
total assets in excess of $3,000,000,000; (d) a savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $3,000,000,000; or (e) any other
Person approved by the Administrative Agent and the Borrower, such approval not
to be unreasonably withheld; provided, however, that neither the Borrower nor
any Affiliate 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 any Environmental Law, Environmental Permit or Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment, including, without limitation: (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or
other actions or damages; and (b) by any governmental or regulatory authority or
any third party for damages, contribution, indemnification, cost recovery,
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 agency
interpretation, policy or guidance relating to pollution or protection of the
environment, health, safety or natural resources, including, without limitation,
those relating to the use, handling, transportation, treatment, storage,
disposal, release or discharge of Hazardous 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 amended
from 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 a
member 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 the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC; (b)
the application for a minimum funding waiver with respect to a Plan; (c) the
provision by the administrator of



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any Plan of a notice of intent to terminate such Plan pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment
referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a
facility of any of the Loan Parties or any ERISA Affiliate in the circumstances
described in Section 4062(e) of ERISA; (e) the withdrawal by any of the Loan
Parties or any ERISA Affiliate from a Multiple Employer Plan during 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 any Plan; (g) the adoption of an amendment to a Plan requiring the provision
of security to such Plan pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to Section
4042 of ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that is reasonably expected to result in the termination of, or
the appointment of a trustee to administer, a Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D
of the Board of Governors of the Federal Reserve System, as in effect from time
to time.

"Eurodollar Rate Reserve Percentage" for any Interest Period for all LIBOR Rate
Advances comprising part of the same Borrowing means the reserve percentage
applicable two Business Days before the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for a member bank of the Federal Reserve System in
New York City with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of liabilities
that includes deposits by reference to which the interest rate on LIBOR Rate
Advances is determined) having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

"GAAP" means: (a) in the case of the preparation of all financial reporting
requirements, generally accepted accounting principles in the United States, as
in effect from time to time; and (b) in the case of the calculation,
certification and compliance with all financial tests and covenants, generally
accepted accounting principles in the United States, as in effect on the date of
the financial statements delivered to each Lender in accordance with Section
4.01(e), in each case applied on a consistent basis both as to classification of
items and amounts.

"GITI" means GTE International Telecommunications Incorporated, a Delaware
corporation.

"GTE" means GTE Corporation, a New York corporation, or its successor.

"GTE Holdings (Puerto Rico)" shall mean GTE Holdings (Puerto Rico) LLC, a
limited liability company organized under the laws of the State of Delaware and
a wholly owned subsidiary of GITI.

"Guaranteed Obligations" has the meaning specified in Section 7.01.

"Guarantors" has the meaning specified in the recital of parties to this
Agreement.

"Guaranty" has the meaning specified in Section 7.01.

"Hazardous Materials" means: (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials,
polychlorinated biphenyls 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 any Environmental Law.


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"Hedge Agreements" means interest rate swap, cap or collar agreements, interest
rate future or option contracts, currency swap agreements, currency future or
option contracts and other similar agreements.

"Interest Period" means, for each LIBOR Rate Advance comprising part of the same
Revolving Credit Borrowing, the period commencing on the date of such LIBOR Rate
Advance or the date of the Conversion of any Base Rate Advance into such LIBOR
Rate Advance and ending on the last day of the period selected by the Borrower
pursuant to the provisions below and, thereafter, with respect to such LIBOR
Rate Advances, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one week or one, two, three or six months, as the
Borrower may, upon notice received by the Administrative Agent not later than
11:00 A.M. (Atlantic Standard Time) on the third Business Day prior to the first
day of such Interest Period, select; provided, however, that:

(i) the Borrower may not select any Interest Period that ends after the
Termination Date;

(ii) Interest Periods commencing on the same date for LIBOR Rate Advances
comprising part of the same Revolving Credit Borrowing shall be of the same
duration;

(iii) whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided,
however, that, if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day; and

(iv) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the
calendar month that succeeds such initial calendar month by the number of months
equal to the number of months in such Interest Period, such Interest Period
shall end on the last Business Day of such succeeding calendar month.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.

"LIBOR Lending Office" means, with respect to any Lender, the office of such
Lender specified as its "LIBOR Lending Office" opposite its name on Schedule I
hereto or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent.

"LIBOR Rate" means, with respect to any LIBOR Rate Advance for any Interest
Period, the rate appearing on Page 3750 of the Telerate Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately
11:00 A.M., Atlantic Standard Time, two Business Days prior to the commencement
of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the "LIBOR Rate" with respect to such LIBOR
Rate Advance for such Interest Period shall be the average of the rates (rounded
upward to the nearest whole multiple of 1/16 of 1%) per annum at which dollar
deposits approximately equal in principal amount to the aggregate principal
amount of such Advance and for a maturity comparable to such Interest Period are
quoted to the Administrative Agent by at least three (3) major international
commercial banks in immediately available funds in the London interbank market
at approximately 11:00 A.M., Atlantic Standard Time, two Business Days prior to
the commencement of such Interest Period, for delivery on the date of
commencement of such Interest Period.

"LIBOR Rate Advance" means a Revolving Credit Advance that bears interest based
upon the LIBOR Rate as provided in Section 2.06(a)(ii).

"Lenders" means BPPR and each Person that shall become a party hereto pursuant
to Section 9.07.

"Lien" means any lien, security interest or other charge or encumbrance of any
kind.

"Loan Party" means each of the Borrower and the Guarantors.


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"Material Adverse Change" means any material adverse change in the business,
condition (financial or otherwise), operations, performance, properties or
prospects of any Loan Party or any Loan Party and its Subsidiaries taken as a
whole.

"Material Adverse Effect" means a material adverse effect on: (a) the ability of
any Loan Party to conduct its business on substantially the same basis as
conducted on the Effective Date; (b) the rights and remedies of the
Administrative Agent or any Lender under any Loan Document; or (c) the ability
of any Loan Party to service its Debt obligations on a timely basis.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that: (a) is maintained for employees of any Loan Party or
any ERISA Affiliate 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 have liability under Section 4064 or 4069 of
ERISA in the event such plan has been or were to be terminated.

"Note" means a Revolving Credit Note.

"Notice of Revolving Credit Borrowing" has the meaning specified in Section
2.02(a).

"Other Taxes" has the meaning specified in Section 2.13(b).

"PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

"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 under Section 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 in connection with bids, tenders, contracts (other than
contracts for the payment of money) or leases to which such Person is a party;
(d) deposits to secure public or statutory obligations of such Person; (e)
materialmen's, mechanics', carriers', workers', repairmen's or other like Liens
in the ordinary course of business, or deposits to obtain the release of such
Liens to the extent such Liens, in the aggregate, would not have a Material
Adverse Effect; (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) Liens created by or resulting from any
litigation or legal proceeding which at the time is currently being contested in
good faith by appropriate proceedings; (i) leases made, or existing on Property
acquired, in the ordinary course of business; (j) landlord's Liens under 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, which do not materially impair the use of such Property in the
operation of the business of such Person 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 any deposits held by or other
indebtedness owing by any lender or any affiliate thereof to or for the credit
or account of such person.

"Permitted Receivables Financing" means any financing pursuant to which the
Borrower or any Subsidiary of the Borrower may sell, convey, or otherwise
transfer to a Receivables Subsidiary or any other Person (in the case of
transfer by a Receivables Subsidiary), 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 customary market terms and shall
non-recourse to the Borrower and its Subsidiaries (other than the Receivables
Subsidiary) except to a limited extent customary for such transactions. The
grant of a security interest in any accounts receivable of the Borrower or any
Subsidiary of the Borrower (other than a Receivables Subsidiary) to secure Debt
under any credit facility shall not be deemed a Permitted Receivables Financing.


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"Person" means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture,
limited liability company or other entity, or a government or any political
subdivision or agency thereof.

"Plan" means a Single Employer Plan or a Multiple Employer Plan.

"Property" means with respect to any Person, any right or interest in or to
property of any kind whatsoever, whether real, personal (including, without
limitation, cash) or mixed and whether tangible or intangible of such Person.

"Purchase" means the acquisition by GITI, directly or indirectly, of the
Controlling Interest.

"Quarterly Date" means the last Business Day of March, June, September and
December of each year.

"Receivables Subsidiary" means a bankruptcy-remote, special-purpose wholly owned
Subsidiary formed in connection with a Permitted Receivables Financing.

"Required Lenders" means as at any time, Lenders having at least 66% of the sum
of: (a) the aggregate unused amount, if any, of the Commitments as at such time
plus (b) the aggregate outstanding principal amount of the Revolving Credit
Advances at such time.

"Revolving Credit Advance" means an advance by a Lender to the Borrower as part
of a Revolving Credit Borrowing and refers to a Base Rate Advance or a LIBOR
Rate Advance.

"Revolving Credit Borrowing" means a borrowing consisting of simultaneous
Revolving Credit Advances made by each of the Lenders pursuant to Section 2.01.

"Revolving Credit Note" means a promissory note of the Borrower payable to the
order of any Lender, in substantially the form of Exhibit A hereto, evidencing
the aggregate indebtedness of the Borrower to such Lender resulting from the
Revolving Credit Advances made by such Lender.

"S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc.

"Shareholders Agreement" means the Shareholders Agreement as defined in the
Stock Purchase Agreement, as amended from time to time.

"Single Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that: (a) is maintained for employees of the Borrower or
any ERISA Affiliate and no Person other than the Loan Parties and the ERISA
Affiliates; or (b) was so maintained and in respect of which any Loan Party or
any ERISA Affiliate could have liability under Section 4069 of ERISA in the
event such plan has been or were to be terminated.

"Solvent" and "Solvency" mean, with respect to any Person on a particular date,
that on such date: (a) the fair value of the Property of such Person is greater
than the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person; (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the
probable liability of such Person 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 ability to pay such debts and
liabilities as they mature; and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person's Property would constitute an unreasonably small capital. The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability after taking into account any indemnification pursuant to the
terms of the Stock Purchase Agreement and any other agreements entered into in
connection therewith.

"Stock Purchase Agreement" means the Amended and Restated Stock Purchase
Agreement dated as of May 27, 1998, as amended and restated as of July 21, 1998
and as further amended from time to time on or before the

<PAGE>   8

Effective Date, among Puerto Rico Telephone Authority, Puerto Rico Telephone
Company, GTE Holdings (Puerto Rico) and GITI.

"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) the issued and outstanding capital stock having ordinary voting power to
elect a majority of the Board of Directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency); (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture; or (c) the beneficial interest
in such trust or estate, is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person's other Subsidiaries.

"Taxes" has the meaning specified in Section 2.13(a).

"Termination Date" means the earlier of the date that is 364 days after the
Effective Date and the date of termination in whole of the Commitments pursuant
to Section 2.04 or 6.01.

"Type" means, as to any Revolving Credit Advance, whether such Advance is a Base
Rate Advance or a LIBOR Rate Advance, each of which shall constitute a Type of
Advance under this Agreement.

"Voting Stock" means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to
vote has been suspended by the happening of such a contingency.

         Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding".

         Accounting Terms. All terms of an accounting or financial nature not
specifically defined herein shall be construed in accordance with GAAP.

                        AMOUNTS AND TERMS OF THE ADVANCES

         The Revolving Credit Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Revolving Credit Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in an aggregate amount not to exceed
at any time outstanding the amount set forth opposite such Lender's name on the
signature pages hereof or, if such Lender has entered into any Assignment and
Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 9.07(d), as such amount may be reduced
pursuant to Section 2.04 (such Lender's "Commitment"). Each Revolving Credit
Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple
of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances
of the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Within the limits of this Section 2.01, the Borrower may
borrow under this Section 2.01, prepay pursuant to Section 2.09, reborrow under
this Section 2.01 and may Convert Borrowings of one Type into Borrowings of
another Type as provided for in Section 2.08.

         Making the Revolving Credit Advances. c) Each Revolving Credit
Borrowing shall be made on notice, given not later than 11:00 A.M. (Atlantic
Standard Time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of LIBOR Rate Advances or on the Business Day of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Base Rate Advances, by the Borrower to the Administrative Agent,
which shall give to each Lender prompt notice thereof by telecopier or telex.
Each such notice of a Revolving Credit Borrowing (a "Notice of Revolving Credit
Borrowing") shall be by telephone, confirmed immediately in writing, or
telecopier or telex in substantially the form of Exhibit B hereto, specifying
therein the requested: (i) date of such Revolving Credit



<PAGE>   9


Borrowing; (ii) Type of Advances comprising such Revolving Credit Borrowing;
(iii) aggregate amount of such Revolving Credit Borrowing; and (iv) in the case
of a Revolving Credit Borrowing consisting of LIBOR Rate Advances, initial
Interest Period for each such Revolving Credit Advance. Each Lender shall,
before 12:00 noon (Atlantic Standard Time) on the date of such Revolving Credit
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit Borrowing. After
the Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower at the Borrower's Account.

Anything in subsection (a) above to the contrary notwithstanding, the Borrower
may not select LIBOR Rate Advances for any Revolving Credit Borrowing if the
aggregate obligation of the Lenders to make LIBOR Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11.

Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on
the Borrower. In the case of any Revolving Credit Borrowing consisting of LIBOR
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Revolving Credit Borrowing for such
Revolving Credit Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Revolving Credit
Advance to be made by such Lender as part of such Revolving Credit Borrowing
when such Revolving Credit Advance, as a result of such failure, is not made on
such date.

Unless the Administrative Agent shall have received notice from a Lender prior
to the time of any Revolving Credit Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Revolving Credit Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such
Revolving Credit Borrowing in accordance with subsection (a) of this Section
2.02 and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to
the Administrative Agent, such Lender and the Borrower severally agree to repay
to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the
Administrative Agent, at: (i) in the case of the Borrower, the interest rate
applicable at the time to Revolving Credit Advances comprising such Revolving
Credit Borrowing; and (ii) in the case of such Lender, the Federal Funds Rate.
If such Lender shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Lender's Revolving Credit
Advance as part of such Revolving Credit Borrowing for purposes of this
Agreement and the Borrower shall be relieved of its obligations to repay such
amount under this Section 2.02(d).

The failure of any Lender to make the Revolving Credit Advance to be made by it
as part of any Revolving Credit Borrowing shall not relieve any other Lender of
its obligation hereunder to make its Revolving Credit Advance on the date of
such Revolving Credit Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Revolving Credit Advance to be made by
such other Lender on the date of any Revolving Credit Borrowing.

         Facility Fee. The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a facility fee on the aggregate amount of such
Lender's Commitment from the Effective Date until the Termination Date at a rate
per annum equal to 0.125%, payable quarterly in arrears on the last day of each
March, June, September and December, commencing on June 30, 2000, and on the
Termination Date.

         Termination or Reduction of the Commitments. (a) The Borrower shall
have the right, upon at least three Business Days' notice to the Administrative
Agent, to terminate in whole or reduce ratably in part the unused portions of
the respective Commitments of the Lenders, provided that each partial reduction
shall be in the aggregate amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof.

The aggregate amount of the Commitments shall be automatically reduced to zero
on the Termination Date. The Commitments once terminated or reduced may not be
reinstated.

         Repayment of Revolving Credit Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders on the Termination
Date the aggregate principal amount of the Revolving Credit Advances then
outstanding.


<PAGE>   10

         Interest. d) Scheduled Interest. The Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

Base Rate Advances. During such periods as such Revolving Credit Advance is a
Base Rate Advance, a rate per annum equal at all times to the Base Rate in
effect from time to time, payable in arrears on each Quarterly Date, and on the
date such Base Rate Advance shall be Converted or paid in full.

LIBOR Rate Advances: During such periods as such Revolving Credit Advance is a
LIBOR Rate Advance, a rate per annum equal at all times during each Interest
Period for such Revolving Credit Advance to the sum of (x) the LIBOR Rate for
such Interest Period for such Revolving Credit Advance, plus (y) the Applicable
Margin, payable in arrears on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on each day that
occurs during such Interest Period every three months from the first day of such
Interest Period and on the date such LIBOR Rate Advance shall be Converted or
paid in full.

Default Interest. Upon the occurrence and during the continuance of an Event of
Default under Section 6.01(a), the Borrower shall pay interest on: (i) the
unpaid principal amount of each Revolving Credit Advance owing to each Lender,
payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Revolving Credit Advance pursuant to clause (a)(i)
or (a)(ii) above; and (ii) to the fullest extent permitted by law, the amount of
any interest, fee or other amount payable hereunder that is not paid when due,
from the date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full and on demand,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on Revolving Credit Advances pursuant to clause (a)(i)
above.

         Interest Rate Determination. e) The Administrative Agent shall give
prompt notice to the Borrower and the Lenders of the applicable interest rate
determined by the Administrative Agent for purposes of Section 2.06(a)(i) or
(ii).

If, with respect to any LIBOR Rate Advances, the Required Lenders notify the
Administrative Agent that the LIBOR Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective LIBOR Rate Advances for such
Interest Period, the Administrative Agent shall forthwith so notify the Borrower
and the Lenders, whereupon: (i) each LIBOR Rate Advance will automatically, on
the last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance; and (ii) the obligation of the Lenders to make, or to Convert
Revolving Credit Advances into, LIBOR Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

If the Borrower shall fail to select the duration of any Interest Period for any
LIBOR Rate Advances in accordance with the provisions contained in the
definition of "Interest Period" in Section 1.01, the Administrative Agent will
forthwith so notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances. On the date on which the aggregate unpaid
principal amount of LIBOR Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $1,000,000, such
Advances shall automatically Convert into Base Rate Advances.

Upon the occurrence and during the continuance of any Event of Default under
Section 6.01: (i) each LIBOR Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance;
and (ii) the obligation of the Lenders to make, continue or to Convert Advances
into, LIBOR Rate Advances shall be suspended.

If on any date the Administrative Agent is unable to determine the LIBOR Rate
for any LIBOR Rate Advances to be made on such date: the Administrative Agent
shall forthwith notify the Borrower and the Lenders that the interest rate
cannot be determined for such LIBOR Rate Advances, with respect to LIBOR Rate
Advances, each such Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance (or if such
Advance is then a Base Rate Advance, will Continue as a Base Rate Advance), and
the obligation of the Lenders to make LIBOR Rate Advances or to Convert
Revolving Credit Advances into LIBOR



<PAGE>   11

Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

         Optional Conversion of Revolving Credit Advances. The Borrower may on
any Business Day, upon notice given to the Administrative Agent not later than
11:00 A.M. (Atlantic Standard Time) on the third Business Day prior to the date
of the proposed Conversion and subject to the provisions of Sections 2.08 and
2.12, Convert all Revolving Credit Advances of one Type comprising the same
Borrowing into Revolving Credit Advances of the other Type; provided, however,
that any Conversion of LIBOR Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such LIBOR Rate Advances and any
Conversion of Base Rate Advances into LIBOR Rate Advances shall be in an amount
not less than $1,000,000. Each such notice of a Conversion shall, within the
restrictions specified above, specify: (i) the date of such Conversion; (ii) the
Revolving Credit Advances to be Converted; and (iii) if such Conversion is into
LIBOR Rate Advances, the duration of the initial Interest Period for each such
Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower.

         Prepayments of Advances. The Borrower may, upon at least two Business
Days' notice to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Revolving Credit Advances
comprising part of the same Borrowing in whole or ratably in part, together with
accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $1,000,000 or an integral multiple of $1,000,000 in excess
thereof, and the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.04(c).

         Increased Costs. f) If, due to either: (i) the introduction of or any
change in or in the interpretation of any law or regulation; or (ii) the
compliance with any written guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining LIBOR Rate Advances (excluding for purposes of this Section 2.10 any
such increased costs resulting from: (i) Taxes or Other Taxes (as to which
Section 2.13 shall govern); and (ii) changes in the basis of taxation of overall
net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost (whether or not such increased costs arise prior
to the receipt of written notification from such central bank or other
governmental authority); provided that the Borrower shall not be required to pay
any such increased costs to the extent such increased costs accrued prior to the
date that is six months prior to such notice. A certificate as to the amount of
such increased cost, submitted to the Borrower and the Administrative Agent by
such Lender, shall be conclusive and binding for all purposes, absent error in
the calculation of such amount.

If any Lender determines that compliance with any law or regulation or any
written guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender (excluding any reserves included in the
computation of the LIBOR Rate) and that the amount of such capital is increased
by or based upon the existence of such Lender's commitment to lend hereunder and
other commitments of this type, then, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation (whether or not such amounts arise prior to the
receipt of written notification from such central bank or other governmental
authority) in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable (in the
proportion that such Lender's Commitment hereunder bears to all of such Lender's
commitments of this type) to the existence of such Lender's commitment to lend
hereunder; provided that the Borrower shall not be required to compensate such
Lender to the extent such amounts arose prior to the date that is six months
prior to such notice. A certificate as to such amounts submitted to the Borrower
and the Administrative Agent by such Lender shall be conclusive and binding for
all purposes, absent error in the calculation of such amounts.


<PAGE>   12

Any Lender claiming any additional amounts payable pursuant to this Section 2.10
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to minimize such additional amounts and to change,
to the extent such Lender has at such time additional lending offices in
existence, the jurisdiction of its Applicable Lending Office if the making of
such a change would avoid the need for, or reduce the amount of, any additional
amounts that may thereafter accrue and would not, in the reasonable judgment of
such Lender, be otherwise notably disadvantageous to such Lender. The Borrower
shall reimburse such Lender for such Lender's reasonable expenses incurred in
connection with such change or in considering such a change in an amount not to
exceed the Borrower's pro rata share of such expenses based on such Lender's
Commitment and Advances and the total lending commitments and loans of such
Lender to its similarly situated customers.

         Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify the Administrative Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority having relevant jurisdiction
asserts that it is unlawful, for any Lender or its Applicable Office to perform
its obligations hereunder to make LIBOR Rate Advances or to fund or maintain
LIBOR Rate Advances hereunder: (i) each LIBOR Rate Advance made by such Lender
will automatically, upon such demand, Convert into a Base Rate Advance, as the
case may be; and (ii) the obligation of such Lender to make LIBOR Rate Advances
or to Convert Revolving Credit Advances into LIBOR Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

         Payments and Computations. g) The Borrower shall make each payment
hereunder and under the Notes not later than 11:00 A.M. (Atlantic Standard Time)
on the day when due in U.S. dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds. The Administrative Agent will
promptly thereafter cause to be distributed like funds relating to the payment
of principal or interest or facility fees ratably (other than amounts payable
pursuant to Section 2.11 or 9.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. All computations of interest based on the Base Rate,
LIBOR Rate and of facility fees shall be made by the Administrative Agent on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or facility fees are payable. Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent error in the calculation of such interest rate.

Whenever any payment hereunder or under the Notes shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or facility fee, as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of LIBOR Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

Unless the Administrative Agent shall have received notice from the Borrower
prior to the time on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Administrative Agent may assume
that the Borrower has made such payment in full to the Administrative Agent on
such date and the Administrative Agent may, in reliance upon such assumption,
cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Borrower shall not have so
made such payment in full to the Administrative Agent, each Lender shall repay
to the Administrative Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

         Taxes. h) Subject to subsections (e) and (f) below, any and all
payments by the Borrower hereunder or under the Notes shall be made, in
accordance with Section 2.12, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto excluding, in the case of
each Lender and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it in lieu of net income taxes (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). Subject to subsections (e) and (f) below,
if the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable hereunder or under any Note to any Lender or the







<PAGE>   13

Administrative Agent: (i) the sum payable shall be increased as may be necessary
so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.13) such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made; (ii) the Borrower shall
make such deductions; and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law. Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt evidencing
payment thereof.

In addition, the Borrower agrees to pay any stamp or documentary taxes or any
other excise or property taxes, charges or similar levies that arise from any
payment made hereunder or under the Notes or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes as a result of the introduction of or any change in or in the
interpretation of any law or regulation after the Effective Date (hereinafter
referred to as "Other Taxes").

Subject to subsections (d), (e) and (f) below, the Borrower shall indemnify each
Lender and the Administrative Agent for the full amount of Taxes or Other Taxes
(to the extent not previously paid under subsection (a) or (b) above) imposed on
or paid by such Lender or the Administrative Agent (as the case may be) and any
liability (including penalties, interest and expenses but excluding any taxes
imposed by any jurisdiction on amounts payable under this Section 2.13) arising
therefrom or with respect thereto. This indemnification shall be made within 30
days from the date such Lender or the Administrative Agent (as the case may be)
makes written demand therefor.

Notwithstanding anything else contained in this Section 2.13, the Borrower shall
only be required to pay additional sums with respect to Taxes, to a Lender (or
the Administrative Agent, as the case may be) pursuant to subsection (a), (b) or
(c) above if the obligation to pay such Taxes results from such Lender being
subject to any Taxes as a result of: (i) any amendment to the laws (or any
regulations thereunder), or any amendment to, or change in, an interpretation or
application of any such laws or regulations by any legislative body, court,
governmental agency or regulatory authority adopted or enacted after the date
hereof (or in the case of an entity that becomes a Lender after the date hereof,
the date such entity becomes a Lender); (ii) an amendment, modification or
revocation of any existing applicable tax treaty ratified, enacted or amended
after the date hereof (or in the case of an entity that becomes a Lender after
the date hereof, the date such entity becomes a Lender); or (iii) the
ratification of a new tax treaty ratified after the date hereof (or in the case
of an entity that becomes a Lender after the date hereof, the date such entity
becomes a Lender).

In the event that the Borrower makes an additional payment under Section 2.13(a)
or 2.13(c) for the account of any Lender and such Lender, in its sole opinion,
determines that it has finally and irrevocably received or been granted a credit
against, or relief or remission from, or repayment of, any tax paid or payable
by it in respect of or calculated with reference to the deduction or withholding
giving rise to such additional payment, such Lender shall, to the extent that it
determines that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment, pay to the Borrower such amount as
such Lender shall, in its sole opinion, have determined is attributable to such
deduction or withholding and will leave such Lender (after such payment) in no
worse position than it would have been had the Borrower not been required to
make such deduction or withholding. Nothing contained herein shall: (i)
interfere with the right of a Lender to arrange its tax affairs in whatever
manner it thinks fit; or (ii) oblige any Lender to claim any tax credit or to
disclose any information relating to its tax affairs or any computations in
respect thereof; or (iii) require any Lender to take or refrain from taking any
action that would prejudice its ability to benefit from any other credits,
reliefs, remissions or repayments to which it may be entitled. Each Lender and
the Administrative Agent shall reasonably cooperate with the Borrower at the
Borrower's written request and sole expense, in contesting any Taxes or Other
Taxes the Borrower would bear pursuant to this Section 2.13, provided, however,
that: (i) no tax return of such Lender or the Administrative Agent is or would
be held open as a result of such contest; (ii) neither such Lender nor the
Administrative Agent is required to reopen a tax year that has already closed;
and (iii) such Lender and the Administrative Agent shall, in the sole opinion of
such Lender and the Administrative Agent, respectively, have determined that
such contest will leave such Lender and the Administrative Agent, respectively,
in no worse position than it would have been in had it not contested such Taxes
or Other Taxes. Nothing contained herein shall interfere with the right of a
Lender or the Administrative Agent to arrange its tax affairs in whatever manner
it thinks fit, if in the sole judgment of such Lender or the Administrative
Agent, such contest would be disadvantageous to such Lender or the
Administrative Agent. In pursuing a contest in the Lender's or the
Administrative Agent's name, such Lender or the Administrative Agent will be
represented by counsel of such Lender's or the Administrative Agent's choice,
and will defend against, settle or otherwise control the contest and will not
relinquish control or decision making over the contest.


<PAGE>   14

Any Lender claiming any additional amounts payable pursuant to this Section 2.13
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to minimize such additional amounts and to change,
to the extent such Lender has at such time additional lending offices in
existence, its Applicable Lending Office, if the making of such a change would
avoid the need for, or reduce the amount of, any additional amounts that may
thereafter accrue and would not, in the reasonable judgment of such Lender, be
otherwise notably disadvantageous to such Lender. The Borrower shall reimburse
such Lender for such Lender's reasonable expenses incurred in connection with
such change or in considering such a change in an amount not to exceed the
Borrower's pro rata share of such expenses based on such Lender's Commitment and
Advances to the Borrower and the total lending commitments and loans of such
Lender to its similarly situated customers.

         Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Revolving Credit Advances owing to it (other
than pursuant to Section 2.10, 2.13, 9.01(b), 9.04(c) or 9.07) in excess of its
ratable share of payments on account of the Revolving Credit Advances obtained
by all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Revolving Credit Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of: (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender by
delivering payment pursuant to this Section 2.14 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation.

         Use of Proceeds. The proceeds of the Advances shall be available (and
the Borrower agrees that it shall use such proceeds) solely for working capital
and general corporate purposes of the Borrower and its Subsidiaries, provided
that such proceeds shall not be used for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System).

CONDITIONS TO EFFECTIVENESS AND LENDING

         Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of
this Agreement shall become effective on and as of the first date (the
"Effective Date") on which the following conditions precedent have been
satisfied:

There shall have occurred no Material Adverse Change since December 31, 1999.

There shall exist no action, suit, investigation, litigation or proceeding
affecting any of the Loan Parties or any of their respective Subsidiaries
pending or threatened before any court, governmental agency or arbitrator that:
(i) could be reasonably likely to have a Material Adverse Effect other than the
matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation"); or
(ii) is initiated by any Person other than a Lender in its capacity as a Lender
that purports to affect the legality, validity or enforceability of this
Agreement or any Note or the consummation of the transactions contemplated
hereby, and there shall have been no material adverse change in the status, or
financial effect on any Loan Party, of the Disclosed Litigation from that
described on Schedule 3.01(b) hereto.

All governmental and third party consents and approvals necessary in connection
with the execution, delivery and performance of this Agreement and the Notes
shall have been obtained (without the imposition of any conditions that could
reasonably be expected to materially adversely affect the ability of any Loan
Party to perform its obligations hereunder) and shall remain in effect, and no
law or regulation shall be applicable that restrains, prevents or imposes
adverse conditions upon the transactions contemplated hereby that could
reasonably be expected to materially adversely affect the ability of any Loan
Party to perform its obligations hereunder.

<PAGE>   15

The Borrower shall have notified each Lender and the Administrative Agent in
writing of the proposed Effective Date.

The Borrower shall have paid all invoiced fees and expenses of the
Administrative Agent and the Lenders (including the invoiced fees and expenses
of Martinez Odell & Calabria, counsel to the Administrative Agent).

On the Effective Date, the following statements shall be true and the
Administrative Agent shall have received for the account of each Lender a
certificate signed by a duly authorized officer of the Borrower, dated the
Effective Date, stating that:

The representations and warranties contained in Section 4.01 are correct on and
as of the Effective Date, and

No event has occurred and is continuing that constitutes a Default.

The Administrative Agent shall have received on or before the Effective Date the
following, each dated such day, in form and substance satisfactory to the
Administrative Agent and (except for the Revolving Credit Notes) in sufficient
copies for each Lender:

The Revolving Credit Notes to the order of the Lenders, respectively.

Certified copies of the resolutions of the Board of Directors of each Loan Party
approving the transactions contemplated by this Agreement and the Notes and of
all documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Agreement and such Notes.

A certificate of the Secretary or an Assistant Secretary of each Loan Party
certifying the names and true signatures of the officers of each Loan Party
authorized to sign this Agreement and the Notes and the other documents to be
delivered hereunder.

A certificate, in substantially the form of Exhibit C hereto, attesting to the
Solvency of each Loan Party after giving effect to the Borrowings contemplated
hereunder, from the chief financial officer of each such Loan Party.

A favorable opinion of Jose Arroyo, Vice President and General Counsel for the
Loan Parties, substantially in the form of Exhibit D hereto.

         Conditions Precedent to Each Revolving Credit Borrowing. The obligation
of each Lender to make a Revolving Credit Advance on the occasion of each
Revolving Credit Borrowing shall be subject to the conditions precedent that the
Effective Date shall have occurred and on the date of such Revolving Credit
Borrowing the following statements shall be true (and each of the giving of the
applicable Notice of Revolving Credit Borrowing and the acceptance by the
Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true): the representations and warranties contained in
Section 4.01 are correct in all material respects on and as of the date of such
Revolving Credit Borrowing, before and after giving effect to such Revolving
Credit Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date, and no event has occurred and is continuing, or
would result from such Revolving Credit Borrowing or from the application of the
proceeds therefrom, that constitutes a Default.

         Determinations Under Section 3.01. For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender shall be
deemed to have consented to, approved or accepted or to be satisfied with each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to the Lenders unless an officer of the
Administrative Agent responsible for the transactions contemplated by this
Agreement shall have received notice from such Lender prior to the date that the
Borrower, by notice to the Lenders, designates as the proposed Effective Date,
specifying its objection thereto. The Administrative Agent shall promptly notify
the Lenders of the occurrence of the Effective Date.


<PAGE>   16

REPRESENTATIONS AND WARRANTIES

         Representations and Warranties of the Borrower. The Borrower represents
and warrants as follows: (i) Each Loan Party is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation; (ii) has all requisite corporate or other power, and has all
material governmental licenses, authorizations, consents and approvals necessary
to own its assets and carry on its business as now being or as proposed to be
conducted; and (iii) is qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify could (either
individually or in the aggregate) have a Material Adverse Effect.

The execution, delivery and performance by each Loan Party of this Agreement and
the Notes executed by it and the consummation of the transactions contemplated
hereby, are within such Loan Party's corporate powers, have been duly authorized
by all necessary corporate action, and do not contravene: (i) such Loan Party's
charter or by-laws (or other equivalent organizational documents); or (ii) any
law or any material contractual restriction binding on or affecting such Loan
Party or, to the knowledge of the chief financial officer of the Borrower, any
other contract the breach of which would limit the ability of any Loan Party to
perform its obligations under this Agreement or the Notes; and (ii) will not
result in the creation or imposition of any Lien upon any Property of the
Borrower or any of its Subsidiaries pursuant to the terms of any agreement or
instrument.

No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by any Loan Party of
this Agreement or the Notes.

This Agreement has been, and each of the Notes when delivered hereunder will
have been, duly executed and delivered by the Borrower. This Agreement has been
duly executed and delivered by each Guarantor. Assuming that this Agreement has
been duly executed by the Administrative Agent and each of the Lenders, this
Agreement is, and each of the Notes when delivered hereunder will be, the legal,
valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with their respective terms. Assuming that this Agreement has been
duly executed by the Administrative Agent and each of the Lenders, this
Agreement is the legal, valid and binding obligation of each Guarantor
enforceable against each Guarantor in accordance with its terms.

The Consolidated balance sheet of the Borrower (or its predecessor entities) and
its Subsidiaries as at December 31, 1999, and the related Consolidated
statements of income and cash flows of the Borrower (or its predecessor
entities) and its Subsidiaries for the fiscal year then ended, accompanied by an
opinion of Deloitte & Touche LLP, independent public accountants, copies of
which have been furnished to each Lender, fairly present the Consolidated
financial condition of the Borrower (or its predecessor entities) and its
Subsidiaries as at such date and the Consolidated results of the operations of
the Borrower (or its predecessor entities) and its Subsidiaries for the periods
ended on such date, all in accordance with generally accepted accounting
principles consistently applied.

There is no pending or (to the knowledge of any Loan Party) threatened action or
proceeding, including, without limitation, any Environmental Action, affecting
any Loan Party or any of its Subsidiaries before any court, governmental agency
or arbitrator that is initiated by any Person other than a Lender in its
capacity as a Lender that purports to affect the legality, validity or
enforceability of this Agreement or any Note.

Neither the Borrower nor any of its Subsidiaries is an Investment Company, as
such term is defined in the Investment Company Act of 1940, as amended.

No Loan Party is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of Governors of the Federal Reserve System), and no proceeds of any
Advance will be used to purchase or carry any margin stock or to extend credit
to others for the purpose of purchasing or carrying any margin stock.

Each of the Loan Parties has obtained all environmental, health and safety
permits, licenses and other authorizations required under all Environmental Laws
to carry on its business as now being or as proposed to be conducted, except to
the extent failure to have any such permit, license or authorization would not
(either individually or in the aggregate) have a Material Adverse Effect. Each
of such permits, licenses and authorizations is in full force and effect and
each of the Borrower and its Subsidiaries is in compliance with the terms and
conditions thereof, and is



<PAGE>   17

also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in any applicable Environmental Law or in any regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply
therewith would not (either individually or in the aggregate) have a Material
Adverse Effect.

The Loan Parties have exercised commercially reasonable efforts to ensure Year
2000 compliance of its computer systems and equipment so that the Year 2000
problem will not result in a Default or a Material Adverse Effect. (i) The
obligations of the Loan Parties hereunder and under the Notes, and the
obligations of the Loan Parties under the Citibank Indebtedness are of equal
priority (pari passu); and (ii) except for any rights to set-off in favor of the
agent(s) or the lenders under Section 9.05 of the Five-Year Credit Agreement (as
described in the definition of Citibank Indebtedness), no Lien over any Property
of the Loan Parties has been granted in favor of the lenders party to such
agreement, as security for the obligations of the Borrower and its Subsidiaries
under the Citibank Indebtedness.

No Agency Relationship. The Borrower understands and agrees that neither the
Administrative Agent nor any Lender is the agent or representative of the
Borrower, and this Agreement shall not be construed to make the Administrative
Agent or any such Lender liable to any third parties for any obligations of the
Borrower or any of its Subsidiaries in connection with the operation and
administration of their respective businesses.


COVENANTS OF THE LOAN PARTIES

         Affirmative Covenants. So long as any Advance shall remain unpaid or
any Lender shall have any Commitment hereunder, each Loan Party will:

Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply,
in all material respects, with all applicable laws, rules, regulations and
orders, such compliance to include, without limitation, compliance with ERISA
and Environmental Laws, except where the failure to so comply would not have a
Material Adverse Effect.

Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent: (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
Property; and (ii) all lawful claims that, if unpaid, might by law become a Lien
upon its Property; provided, however, that neither any Loan Party nor any of its
Subsidiaries shall be required to pay or discharge any such tax, assessment,
charge or claim that is being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained, unless and until any
Lien resulting therefrom attaches to its Property and becomes enforceable
against its other creditors and the aggregate of such Liens would have a
Material Adverse Effect.

Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which such Loan Party or such Subsidiary operates;
provided, however, that such Loan Party and its Subsidiaries may self-insure to
the extent consistent with prudent business practice.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each
of its Subsidiaries to preserve and maintain, its corporate existence, rights
(charter and statutory), licenses and franchises; provided, however, that each
Loan Party and its Subsidiaries may consummate any transaction permitted under
Section 5.02(b) and provided further that neither any Loan Party nor any of its
Subsidiaries shall be required to preserve any license, right or franchise if
the senior management of such Loan Party or of such Subsidiary shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of such Loan Party or such Subsidiary, as the case may be, and that the
loss thereof is not disadvantageous in any material respect to such Loan Party
or such Subsidiary.

Visitation Rights. During normal business hours and upon reasonable notice from
time to time, permit the Administrative Agent or any of the Lenders or any
agents or representatives thereof, to examine and make copies of and abstracts
from the records and books of account of (excluding any confidential
information), and visit the properties of, such Loan Party and any of its
Subsidiaries, and to discuss the affairs, finances and accounts of such


<PAGE>   18

Loan Party and any of its Subsidiaries with the appropriate representatives of
such Loan Party and together with the appropriate representatives of such Loan
Party's independent certified public accountants.

Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books
of record and account, in which full and correct entries shall be made of all
financial transactions and the assets and business of such Loan Party and each
such Subsidiary in accordance with generally accepted accounting principles in
effect from time to time.

Maintenance of Properties, Etc. Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, its material Properties that are used or
useful in the conduct of its business in good working order and condition,
ordinary wear and tear excepted.

Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to
conduct, all transactions otherwise permitted under this Agreement with any of
their Affiliates, other than another Loan Party: (i) on terms that are fair and
reasonable and no less favorable to such Loan Party or such Subsidiary than it
would obtain in a comparable arm's-length transaction with a Person not an
Affiliate except where the failure to do so, in the aggregate, would not have a
Material Adverse Effect; (ii) as required by the Federal Communications
Commission's rules and regulations for transactions among affiliates; or (iii)
as contemplated by the Management Agreement and the Technology Transfer
Agreement (each such agreement as defined in the Stock Purchase Agreement).

Reporting Requirements.  Furnish to the Lenders:

as soon as available and in any event within 60 days after the end of each of
the first three quarters of each fiscal year of the Borrower, the Consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such quarter
and the Consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, duly certified (subject to year-end
audit adjustments) by the chief financial officer, treasurer or controller of
the Borrower as having been prepared in accordance with generally accepted
accounting principles and certificates of the chief financial officer, treasurer
or controller of the Borrower as to compliance with the terms of this Agreement
and setting forth in reasonable detail the calculations necessary to demonstrate
compliance with Section 5.03, provided that in the event of any change in GAAP
used in the preparation of such financial statements, the Borrower shall also
provide, if necessary for the determination of compliance with Section 5.03, a
statement of reconciliation showing the calculations used for purposes of
Section 5.03; as soon as available and in any event within 120 days after the
end of each fiscal year of the Borrower, a copy of the annual audited report for
such year for the Borrower and its Subsidiaries, containing the Consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal
year and the Consolidated statements of income and cash flows of the Borrower
and its Subsidiaries for such fiscal year, in each case accompanied by an
opinion acceptable to the Administrative Agent by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, provided that
in the event of any change in GAAP used in the preparation of such financial
statements, the Borrower shall also provide, if necessary for the determination
of compliance with Section 5.03, a statement of reconciliation showing the
calculations used for purposes of Section 5.03; as soon as possible and in any
event within five Business Days after the occurrence of each Default continuing
on the date of such statement, a statement of the chief financial officer,
treasurer or controller of the Borrower setting forth details of such Default
and the action that the Borrower has taken and proposes to take with respect
thereto; promptly after the sending or filing thereof, copies of any quarterly
and annual reports and proxy solicitations that any Loan Party sends to any of
its security holders, and copies of any reports on Form 8-K that such Loan Party
files with the Securities and Exchange Commission (other than reports on Form
8-K filed solely for the purpose of incorporating exhibits into a registration
statement previously filed with the Securities and Exchange Commission); prompt
notice of all actions and proceedings before any court, governmental agency or
arbitrator affecting any Loan Party or any of its Subsidiaries of the type
described in Section 3.01(b); and such other information respecting any Loan
Party or any of its Subsidiaries as any Lender through the Administrative Agent
may from time to time reasonably request.

(j) Further Assurances. The Borrower will execute, acknowledge where
appropriate, and deliver, and cause to be executed, acknowledged where
appropriate, and delivered, from time to time, promptly at the request of the
Administrative Agent or any of the Lenders, all such instruments and documents
as in the reasonable opinion of the Administrative Agent or such Lender are
necessary to carry out the intent and purpose of this Agreement and the Notes.

(k) Performance of Agreements. The Borrower will take all action and do all
things which it is authorized by law or contract to take and to do in order to
perform and



<PAGE>   19


observe and to cause the Loan Parties to perform and observe, all covenants and
agreements on its or their part to be performed and observed under this
Agreement and the Notes.

(l) Pari Passu Status. So long as any Commitments are available, or any amounts
under the Notes are outstanding hereunder, the obligations of the Loan Parties
hereunder and under the Notes shall remain of equal priority (pari passu) with
the obligations of the Loan Parties under the Citibank Indebtedness.

(m) Certain Obligations Respecting Subsidiaries. The Borrower will take such
action, and will cause each of its Significant Subsidiaries and any Significant
Subsidiary formed with the intent of merging with or into a Person that will be
a Significant Subsidiary subject to this provision to take such action, from
time to time as shall be necessary to ensure that all Significant Subsidiaries
of the Borrower are party to, as Loan Parties, the Guaranty provided in Article
VII hereof. Without limiting the generality of the foregoing, in the event that
the Borrower or any of its Significant Subsidiaries shall form or acquire any
new Significant Subsidiary, the Borrower or the respective Significant
Subsidiary will cause such new Significant Subsidiary to (A) become a party
hereto and to the Guaranty pursuant to a written instrument in form and
substance satisfactory to the Administrative Agent; and (B) deliver such proof
of corporate action, incumbency of officers, opinions of counsel and other
documents relating to the foregoing as is consistent with those delivered by
each Loan Party pursuant to Article III hereof, or as any Lender or the
Administrative Agent shall have reasonably requested.

         Negative Covenants. So long as any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will not: Liens, Etc.
Create or suffer to exist, or permit any of its Subsidiaries to create or suffer
to exist, any Lien on or with respect to any of its properties, whether now
owned or hereafter acquired, or assign for security purposes (but not in
connection with a bona fide sale thereof), or permit any of its Subsidiaries to
assign for security purposes (but not in connection with a bona fide sale
thereof), any right to receive income; provided that nothing in this Section
5.02 shall be construed to prevent or restrict the following:

Permitted Liens, purchase money Liens upon or in any real Property or equipment
acquired or held by the Borrower or any of its Subsidiaries in the ordinary
course of business to secure the purchase price of such Property or equipment or
to secure Debt incurred solely for the purpose of financing the acquisition of
such Property or equipment, or Liens existing on such Property or equipment at
the time of its acquisition or conditional sales or other similar title
retention agreements with respect to Property hereafter acquired or extensions,
renewals or replacements of any of the foregoing for the same or a lesser
amount, provided, however, that no such Lien shall extend to or cover any
Properties of any character other than the real Property or equipment being
acquired, and no such extension, renewal or replacement shall extend to or cover
any properties not theretofore subject to the Lien being extended, renewed or
replaced, the Liens existing on the Effective Date and described on Schedule
5.02(a) hereto and other undisclosed Liens existing on the Effective Date
securing obligations in aggregate amount not to exceed $10,000,000, Liens on
Property of a Person existing at the time such Person is merged into or
consolidated with the Borrower or any of its Subsidiaries; provided that any
such Liens that were created during the period immediately prior to such merger,
consolidation or acquisition were created in the ordinary course of business of
such Person and the Debt secured by such Liens does not exceed the fair market
value of the assets (including intangible assets) of such Person so merged into
or consolidated with the Borrower or any of its Subsidiaries, the replacement,
extension or renewal of any Lien permitted by clauses (iii) and (iv) above upon
or in the same Property theretofore subject thereto or the replacement,
extension or renewal (without increase in the amount or extension of the final
maturity date) of the Debt secured thereby, Liens not otherwise permitted
pursuant to clauses (i) through (v) above securing obligations not to exceed at
any one time the amount of $10,000,000; and Liens on Property of a Receivables
Subsidiary created in connection with a Permitted Receivables Financing.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired)
to, any Person, or permit any of its Subsidiaries to do so, except that: (i) any
Subsidiary of the Borrower may merge or consolidate with or into, or dispose of
its Property or assets to, any other Subsidiary of the Borrower; (ii) any
Subsidiary of the Borrower may merge into or dispose of assets to the Borrower;
and (iii) the Borrower may merge with any Subsidiary of GTE so long as the
surviving corporation assumes to the reasonable satisfaction of the
Administrative Agent all obligations of the Borrower hereunder and under the
Notes, and the Guarantors confirm in writing their guarantee obligations
hereunder upon the occurrence of and following such merger, and provided, in
each case, that no Default shall have occurred and be continuing at the time of
such proposed transaction or would result therefrom.

Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or
permit, any change in accounting policies or reporting practices, except: (i) as
required or permitted by generally accepted accounting principles; or


<PAGE>   20

(ii) where the effect of such change, together with all other changes in
accounting policies or reporting practices made pursuant to this clause (ii)
since the Effective Date, is immaterial to the Borrower and its Subsidiaries
taken as a whole.

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist,
any Debt other than:

Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower (it
being understood that such Debt includes any Debt incurred (A) in connection
with the Purchase; and (B) under any contribution agreement entered into by and
between the Guarantors in connection with the Purchase, the Bonds and any of the
Subsidiary Existing Debt), Debt which may be incurred in connection with the
Subsidiaries' guarantee of the Bonds or any refunding or refinancing, in whole
or in part, of the Bonds; Debt which may be borrowed and outstanding from time
to time under the credit agreements existing on and as of the Effective Date and
described on Schedule 5.02(d) hereto (the "Subsidiary Existing Debt"), and any
Debt extending the maturity of, or refunding or refinancing, in whole or in
part, the Subsidiary Existing Debt, provided that the principal amount of such
Subsidiary Existing Debt shall not be increased above the principal amount
thereof outstanding immediately prior to such extension, refunding or
refinancing, and the direct and contingent obligors therefor shall not be
changed, as a result of or in connection with such extension, refunding or
refinancing, unsecured Debt incurred in the ordinary course of business
aggregating for each of the Guarantors not more than $75,000,000 at any one time
outstanding, Debt in respect of operating leases, endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business, and Debt incurred by a Receivables Subsidiary created in
connection with a Permitted Receivables Financing.

         Financial Covenants. So long as any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will:

Debt to EBITDA Ratio. Maintain a Debt to EBITDA Ratio, as at the end of each
fiscal quarter of the Borrower, of not more than 4.0:1.0.

EBITDA to Interest Ratio. Maintain an EBITDA to Interest Ratio, as at the end of
each fiscal quarter of the Borrower, of not less than 3.0:1.0.

EVENTS OF DEFAULT

         Events of Default. If any of the following events ("Events of Default")
shall occur and be continuing: The Borrower shall fail to pay any principal of
any Advance when the same becomes due and payable; or the Borrower shall fail to
pay any interest on any Advance within five Business Days after the same becomes
due and payable; or any fees or other amounts payable under this Agreement or
any Note are not paid within five Business Days after the same becomes due and
payable; or

Any representation or warranty made or deemed made by the Borrower herein or by
the Borrower (or any of its officers) in connection with this Agreement shall
prove to have been incorrect in any material respect when made or deemed made;
or

(i) Any Loan Party shall fail to perform or observe any term, covenant or
agreement contained in Section 5.01(d), (e), (h), (i)(iii) or (i)(v), 5.02 or
5.03; (ii) any Loan Party shall fail to perform or observe any term, covenant or
agreement contained in Section 5.01(i) (other than clauses (iii); and (v)
thereof) if such failure shall remain unremedied for five Business Days after
written notice thereof shall have been given to such Loan Party by the
Administrative Agent or any Lender; or (iii) any Loan Party shall fail to
perform or observe any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if such failure shall remain
unremedied for 30 days after written notice thereof shall have been given to
such Loan Party by the Administrative Agent or any Lender; or

Article VII is breached by any Guarantor or shall cease to be in full force and
effect or any Guarantor shall so state in writing; or

The Borrower or any of its Subsidiaries shall fail to pay any principal of or
premium or interest on any Debt that is outstanding in a principal or, in the
case of Hedge Agreements net amount of at least $20,000,000 in the aggregate


<PAGE>   21

(but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary
(as the case may be) (the "Requisite Amount"), when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the later of five
Business Days and the applicable grace period, if any, specified in the
agreement or instrument relating to such Debt; or any such Debt aggregating the
Requisite Amount shall be declared due and payable in accordance with its terms
or any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt aggregating the Requisite Amount and shall
continue after the applicable grace period, if any, specified in such agreement
or instrument, if the effect of such event or condition is to accelerate the
maturity of such Debt; or any such Debt aggregating the Requisite Amount shall
be required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased in accordance with its
terms, or any offer to prepay, redeem, purchase or defease such Debt shall be
required to be made in accordance with its terms, in each case prior to the
stated maturity thereof where the cause of such prepayment, redemption, purchase
or defeasance or offer therefor is the occurrence of an event or condition that
is premised on a material adverse deterioration of the financial condition,
results of operation or properties of the Borrower or any of its Subsidiaries,
provided that with respect to Debt aggregating the Requisite Amount of the types
described in clauses (h); or (i) of the definition of "Debt" and to the extent
such Debt relates to the obligations of any Person other than the Borrower or
any of its Subsidiaries, no Event of Default shall occur so long as the payment
of such Debt is being contested in good faith and by proper proceedings and as
to which appropriate reserves are being maintained; or any event shall occur or
condition shall exist under any agreement or instrument relating to any Debt
that is outstanding in a principal or in the case of Hedge Agreements net amount
of at least $40,000,000 and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Debt; or

The Borrower or any of its Subsidiaries shall generally not pay their respective
debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Borrower or
its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its Property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any
substantial part of its Property) shall occur; or the Borrower or its
Subsidiaries shall take any corporate action to authorize any of the actions set
forth in this subsection (f) under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors; or Any judgment or order for the payment of
money in excess of $30,000,000 shall be rendered against the Borrower or its
Subsidiaries and enforcement proceedings shall have been commenced by any
creditor upon such judgment or order for which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; provided, however, that any such judgment or order shall not be an Event
of Default under this Section 6.01(g) if and for so long as: (i): (A) the amount
of such judgment or order is covered by a valid and binding policy of insurance
between the defendant and the insurer or insurers covering payment thereof; (B)
such insurer shall be rated, or, if more than one insurer, at least 90% of such
insurers as measured by the amount of risk insured, shall be rated, at least
"A-" by A.M. Best Company or its successor or its successors; and (C) such
insurer(s) has been notified of, and has not disputed the claim made for payment
of, the amount of such judgment or order; or (ii) (A) the amount of such
judgment or order is covered by a valid and binding indemnification agreement
between the defendant and an indemnitor; (B) such indemnitor shall have a rating
for any class of its non-credit enhanced long-term senior unsecured debt of not
lower than BBB+ by S&P or Baa3 by Moody's; and (C) such indemnitor has been
notified of, and has not disputed the claim made for payment of, the amount of
such judgment or order; or

(i) After the Effective Date, GITI or any entity controlling GITI shall cease
for any reason to maintain, directly or indirectly, the Controlling Interest; or
(ii) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of Voting Stock of GITI or other Person holding the Controlling
Interest (or other securities convertible into such Voting Stock) representing
more of the combined voting power of all Voting Stock of GITI or such other
Person than that owned by GTE or its Subsidiaries or Bell Atlantic Corporation
as successor to or parent of GTE after the merger of GTE with Bell Atlantic
Corporation or any


<PAGE>   22

of its Subsidiaries; or (iii) GTE or its Subsidiaries or Bell Atlantic
Corporation as successor to or parent of GTE after the merger of GTE with Bell
Atlantic Corporation or any of its Subsidiaries shall fail to have the ability
to appoint a majority of the Board of Directors of GITI or other Person holding
the Controlling Interest or the business and affairs of GITI or such other
Person shall not be managed by or under the direction of such Board of
Directors; or (iv) the Borrower shall for any reason cease to own 100% of the
Voting Stock of either Guarantor; or

Any Loan Party or its ERISA Affiliates shall incur, or shall be reasonably
likely to incur, liability that would have a Material Adverse Effect as a result
of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the
partial or complete withdrawal of such Loan Party or its ERISA Affiliates from a
Multiemployer Plan; or (iii) the reorganization or termination of a
Multiemployer Plan; then, and in any such event, the Administrative Agent: (i)
shall at the request, or may with the consent, of the Required Lenders, by
notice to the Borrower, declare the obligation of each Lender to make Advances
to be terminated, whereupon the same shall forthwith terminate; and (ii) shall
at the request, or may with the consent, of the Required Lenders, by notice to
the Borrower, declare the Notes, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon the
Notes, all such interest and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower; provided, however,
that in the event of an actual or deemed entry of an order for relief with
respect to the Borrower under the Federal Bankruptcy Code: (A) the obligation of
each Lender to make Advances shall automatically be terminated; and (B) the
Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.

GUARANTY

         Guaranty; Limitation of Liability. i) Each Guarantor hereby
unconditionally and irrevocably, jointly and severally ("in solidum") guarantees
the punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of all obligations of each other Loan Party now or hereafter existing
under this Agreement or any Note, whether for principal, interest, fees,
expenses or otherwise (such obligations, to the extent not paid by such Loan
Party or specifically waived in accordance with Section 9.01, being the
"Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred by the Administrative Agent or
the Lenders in enforcing any rights under this Article VII ("this Guaranty").
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any Loan Party to the Administrative Agent or any Lender
under this Agreement or any Note but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Loan Party. j) Each Guarantor and, by its acceptance
of this Guaranty, the Administrative Agent and each other Lender, hereby
confirms that it is the intention of all such parties that this Guaranty not
constitute a fraudulent transfer or fraudulent conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal, state or Commonwealth of Puerto Rico law to
the extent applicable to this Guaranty. To effectuate the foregoing intention,
the Administrative Agent, each other Lender and each Guarantor hereby
irrevocably agrees that, notwithstanding the fact that this is a joint and
several Guaranty, the obligations of each Guarantor under this Guaranty shall
not exceed the greater of (A) the benefit realized by such Guarantor from the
proceeds of the Advances made from time to time by the Borrower to such
Guarantor; and (B) the maximum amount that will, after giving effect to such
maximum amount and all other probable contingent and fixed liabilities of such
Guarantor that are relevant under applicable law, and after giving effect to any
collections from, rights to receive contribution from, or payments made by or on
behalf of the other Guarantor in respect of the obligations of such other
Guarantor under this Guaranty, result in the obligations of such Guarantor under
this Guaranty not constituting a fraudulent transfer or fraudulent conveyance.
For purposes hereof, "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal, state or Commonwealth of Puerto Rico law for the relief of
debtors.

Each Guarantor agrees that in the event any payment shall be required to be made
to the Lenders under this Guaranty, such Guarantor will contribute, to the
maximum extent such that the contribution will not result in a fraudulent
transfer or fraudulent conveyance, such amounts to the other Guarantor so as to
maximize the aggregate amount paid to the Lenders under this Agreement and the
Notes.


<PAGE>   23

This is a guaranty of payment and not of collection, and is the primary
obligation of each of the Guarantors; and the Administrative Agent or any Lender
may, subject to the terms and conditions hereof, enforce this Guaranty against
either Guarantor without any prior enforcement of the Guaranteed Obligations
against the Borrower or the other Guarantor, and/or without any prior
enforcement of any other collateral security held by the Administrative Agent or
the Lenders as security for the payment and performance of the Borrower's
obligations to the Administrative Agent and/or the Lenders.

         Guaranty Absolute. Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of this Agreement
and the Notes, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Administrative Agent or the Lenders with respect thereto. The obligations of
each Guarantor under this Guaranty are independent of the Guaranteed
Obligations, and a separate action or actions may be brought and prosecuted
against such Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or the other Guarantor or whether the
Borrower or the other Guarantor is joined in any such action or actions. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and, to the maximum extent permitted by law,
each Guarantor hereby irrevocably waives, any defenses it may now or hereafter
have in any way relating to, any or all of the following:

any lack of validity or enforceability of this Agreement, the Notes or any
agreement or instrument relating hereto; any change in the time, manner or place
of payment of, or in any other term of, all or any of the Guaranteed
Obligations, or any other amendment or waiver of or any consent to departure
from this Agreement or any Note, including, without limitation, any increase in
the Guaranteed Obligations resulting from the extension of additional credit to
the Borrower or otherwise; any taking, exchange, release or non-perfection of
any collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;
any change, restructuring or termination of the corporate structure or existence
of the Borrower; or any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any representation by
the Administrative Agent or any Lender that might otherwise constitute a defense
available to, or a discharge of, any Guarantor, the Borrower or any other
guarantor or surety other than payment when due.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy or reorganization of the Borrower or either Guarantor or
otherwise, all as though such payment had not been made.

         Waiver. k) Each Guarantor hereby waives the right to require
application (excusion de bienes) in respect of the Property of the Borrower or
the other Guarantor, promptness, diligence, notice of acceptance and any other
notice with respect to any of the Guaranteed Obligations and this Guaranty and
any requirement that the Administrative Agent or any Lender exhaust any right or
take any action against the Borrower or any other Person or any collateral. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated herein and that the waiver set forth in
this Section 7.03 is knowingly made in contemplation of such benefits. Each
Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that
this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.

So far as each of the Guarantors is concerned, the Lenders or the Administrative
Agent for the benefit of the Lenders, may, at any time and from time to time,
without the consent of or notice to the Guarantors, and without impairing or
releasing any of the obligations of the Guarantors hereunder, upon or without
any terms or conditions and in whole or in part:

exercise or refrain from exercising any rights against the Borrower or others
(including, without limitation, any other guarantor of payment of the Guaranteed
Obligations) or otherwise act or refrain from acting, whether under the Credit
Agreement or under rights and remedies that the Lenders may now or hereafter
have under any collateral given thereunder or henceforth; and when making any
demand hereunder against either or both the Guarantors, the Lenders or the
Administrative Agent for the benefit of the Lenders, may, but shall be under no
obligation to, make a similar demand on any other guarantor of payment of the
Guaranteed Obligations, and any failure by the Lenders or the Administrative
Agent to make any such demand or to collect any payments from any other
guarantor or any



<PAGE>   24

release of another guarantor of payment of the Guaranteed Obligations shall not
relieve the Guarantors of their obligations and liabilities hereunder, and shall
not release, impair or affect the rights and remedies, express or implied, or as
a matter of law, of the Lenders against the Guarantors (for the purposes hereof,
"demand" shall include the commencement and continuation of any legal
proceedings);

settle or compromise any of the Guaranteed Obligations, any security therefor or
any liability (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of the Borrower to
creditors of the Borrower other than the Lenders;

apply any sums by whomsoever paid or howsoever realized to any liability or
liabilities of the Borrower hereunder to the Administrative Agent and/or the
Lenders, regardless of what liability or liabilities of the Borrower remain
unpaid; and

amend or otherwise modify, consent to or waive any breach of, or any act,
omission or Default under, this Agreement and the Notes or any other agreements,
instruments or documents referred to therein or executed and delivered pursuant
thereto or in connection therewith, and this Guaranty shall apply to the
Guaranteed Obligations as set forth in each of such documents as so amended and
modified. Any such action taken by the Administrative Agent or the Lenders shall
not impair or release any of the obligations of the Guarantors hereunder.

         Continuing Guaranty; Assignments. This Guaranty is a continuing
guaranty and shall: (a) remain in full force and effect until the later of the
cash payment in full of the Guaranteed Obligations and all other amounts payable
under this Guaranty and the Termination Date; (b) be binding upon each
Guarantor, its successors and assigns; and (c) inure to the benefit of and be
enforceable by the Lenders, the Administrative Agent and their successors,
transferees and assigns. Without limiting the generality of the foregoing clause
(c), any Lender may assign or otherwise transfer all or any portion of its
rights and obligations hereunder (including, without limitation, all or any
portion of its Commitment, the Advances owing to it and the Note or Notes held
by it) to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Lender herein or
otherwise, in each case as provided in Section 9.07.

         Subrogation. Neither Guarantor will exercise any rights that it may now
or hereafter acquire against the Borrower or any other insider guarantor that
arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under this Guaranty, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any Lender against the Borrower, the other Guarantor or
any other insider guarantor or any collateral, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Borrower, the other
Guarantor or any other insider guarantor, directly or indirectly, in cash or
other Property or by set-off or in any other manner, payment or security solely
on account of such claim, remedy or right, unless and until all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and the Termination Date shall have occurred. If
any amount shall be paid to either Guarantor in violation of the preceding
sentence at any time prior to the later of the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty and the
Termination Date, such amount shall be held in trust for the benefit of the
Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent to be credited and applied to the Guaranteed Obligations
and all other amounts payable under this Guaranty, whether matured or unmatured,
in accordance with the terms of this Guaranty, or to be held as collateral for
any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If: (i) either Guarantor shall make payment to the
Administrative Agent or any Lender of all or any part of the Guaranteed
Obligations; (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall be paid in full in cash; and (iii) the
Termination Date shall have occurred, the Administrative Agent and the Lenders
will, at such Guarantor's request and expense, execute and deliver to such
Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to such Guarantor of
an interest in the Guaranteed Obligations resulting from such payment by such
Guarantor.




<PAGE>   25

THE ADMINISTRATIVE AGENT

         Appointment, Powers and Immunities. Each Lender hereby irrevocably
appoints and authorizes the Administrative Agent to act as its agent hereunder
with such powers as are specifically delegated to the Administrative Agent by
the terms of this Agreement, together with such other powers as are reasonably
incidental thereto. The Administrative Agent (which term as used in this
sentence and in Section 8.05 and the first sentence of Section 8.06 hereof shall
include reference to its affiliates and its own and its affiliates' officers,
directors, employees and agents): (a) shall have no duties or responsibilities
except those expressly set forth in this Agreement , and shall not by reason of
this Agreement be a trustee for any Lender; (b) shall not be responsible to the
Lenders for any recitals, statements, representations or warranties contained in
this Agreement, or in any certificate or other document referred to or provided
for in, or received by any of them under, this Agreement or any other document
executed hereunder, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement, any Note or any other document
referred to or provided for herein or therein or for any failure by the Borrower
or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection
proceedings hereunder or under any other document executed hereunder; and (d)
shall not be responsible for any action taken or omitted to be taken by it
hereunder or under any other document or instrument referred to or provided for
herein or therein or in connection herewith or therewith, except for its own
gross negligence or willful misconduct. The Administrative Agent may employ
agents and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it in good faith.
The Administrative Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until a notice of the assignment or
transfer thereof shall have been filed with the Administrative Agent.

         Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telex,
telegram or cable) believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel, independent accountants and other experts
selected by the Administrative Agent. As to any matters not expressly provided
for by this Agreement or any other documents, the Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
or thereunder in accordance with instructions given by the Required Lenders or,
if provided herein, in accordance with the instructions given by all of the
Lenders as is required in such circumstance, and such instructions of such
Lenders and any action taken or failure to act pursuant thereto shall be binding
on all of the Lenders.

         Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Lender or any Loan Party specifying such
Default and stating that such notice is a "Notice of Default". In the event that
the Administrative Agent receives such a notice of the occurrence of a Default,
the Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 8.07 hereof) take such action
with respect to such Default as shall be directed by the Required Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of the Lenders except to
the extent that this Agreement expressly requires that such action be taken, or
not be taken, only with the consent or upon the authorization of the Required
Lenders, or all of the Lenders.

         Rights as a Lender. With respect to its Commitments and the Advances
made by it, the Administrative Agent (and any successor acting as Administrative
Agent) in its capacity as a Lender hereunder shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not acting as the Administrative Agent, and the term "Lender" or "Lenders"
shall, unless the context otherwise indicates, include the Administrative Agent
in its individual capacity. Banco Popular (and any successor acting as
Administrative Agent) and its affiliates may (without having to account therefor
to any Lender) accept deposits from, lend money to, make investments in and
generally engage in any kind of banking, trust or other business with the Loan
Parties (and any of their Subsidiaries or Affiliates) as if it were not acting
as the Administrative Agent, and Banco Popular and its affiliates may accept
fees and other consideration from the Loan Parties for services in connection
with this Agreement or otherwise without having to account for the same to the
Lenders.

         Indemnification. The Lenders agree to indemnify the Administrative
Agent (to the extent not reimbursed under Section 9.04 hereof, but without
limiting the obligations of the Borrower under said Section 9.04, ratably in


<PAGE>   26


accordance with the aggregate principal amount of the Advances held by the
Lenders (or, if no Loans are at the time outstanding, ratably in accordance with
their respective Commitments), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against the Administrative Agent (including by any Lender) arising out
of or by reason of any investigation in or in any way relating to or arising out
of this Agreement or any other documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby (including,
without limitation, the costs and expenses that the Borrower is obligated to pay
under Section 9.04 hereof, but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified.

         Non-Reliance on Administrative Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of the Borrower and its
Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not
taking action under this Agreement or under any other documents. The
Administrative Agent shall not be required to keep itself informed as to the
performance or observance by any Loan Party of this Agreement or any of the
other documents or any other document referred to or provided for herein or
therein or to inspect the Properties or books of the Borrower or any of its
Subsidiaries. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder or under the documents, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of the
Borrower or any of its Subsidiaries (or any of their affiliates) that may come
into the possession of the Administrative Agent or any of its Affiliates.

         Failure to Act. Except for action expressly required of the
Administrative Agent hereunder and under the other documents, the Administrative
Agent shall in all cases be fully justified in failing or refusing to act
hereunder and thereunder unless it shall receive further assurances to its
satisfaction from the Lenders of their indemnification obligations under Section
8.05 hereof against any and all liability and expense that may be incurred by it
by reason of taking or continuing to take any such action.

         Resignation or Removal of Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Borrower, and the Administrative Agent may be removed at
any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent with the prior consent of the Borrower (which
consent shall not be unreasonably withheld); provided that no such consent of
the Borrower shall be required if an Event of Default has occurred and is
continuing and the Commitments have been terminated and/or the Loans and other
amounts payable by the Loan Parties hereunder have been declared forthwith due
and payable. If no successor Administrative Agent shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, that shall be a bank with a combined capital and surplus
of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. After any retiring Administrative Agent's resignation
or removal hereunder as Administrative Agent, the provisions of this Section 8
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent
hereunder.

MISCELLANEOUS

         Amendments, Etc. l) Any provision of this Agreement may be amended,
modified or supplemented only by an instrument in writing signed by the
Borrower, the Administrative Agent and the Required Lenders, or by the

<PAGE>   27


Borrower and the Administrative Agent acting with the consent of the Required
Lenders, and any provision of this Agreement may be waived by the Required
Lenders or by the Administrative Agent acting with the consent of the Required
Lenders; provided that: (x) no modification, supplement or waiver shall, unless
by an instrument signed by all of the Lenders or by the Administrative Agent
acting with the consent of all of the Lenders: (i) increase, or extend the term
of any of the Commitments, or extend the time or waive any requirement for the
reduction or termination of any of the Commitments; (ii) reduce or terminate,
other than reductions or termination of Commitments made by the Borrower as
permitted in Section 2.02 hereof, the Commitment(s) of any Lender; (iii) extend
the date fixed for the payment of principal of or interest on any Revolving
Credit Advance, or any fee hereunder; (iv) reduce the amount of any such payment
of principal; (v) reduce the rate at which interest is payable thereon or any
fee is payable hereunder; (vi) alter the rights or obligations of the Borrower
to prepay Loans; (vii) alter the terms of this Section 9.01; (viii) modify the
definition of the term "Required Lenders", or modify in any other manner the
number or percentage of the Lenders required to make any determinations or waive
any rights hereunder or to modify any provision hereof; (ix) release any
Guarantor from any of its guarantee obligations under Article VII hereof; or (x)
waive any of the conditions precedent set forth in Article III hereof; and (y)
any modification of any of the rights or obligations of the Administrative Agent
shall require the consent of the Administrative Agent.

Each Lender grants (x) to the Administrative Agent the right to purchase all
(but not less than all) of such Lender's Commitments and Advances owing to it
and the Notes held by it and all of its rights and obligations hereunder and
under the other documents at a price equal to the aggregate amount of
outstanding Advances owed to such Lender (together with all accrued and unpaid
interest and fees owed to such Lender); and (y) to the Borrower the right to
cause an assignment of all (but not less than all) of such Lender's Commitments
and Advances owing to it and the Notes held by it and all of its rights and
obligations hereunder and under the other documents to Eligible Assignees, which
right may be exercised by the Administrative Agent or the Borrower, as the case
may be, if such Lender refuses to execute any amendment, waiver or consent which
requires the written consent of all the Lenders and to which Lenders owed at
least 90% of the aggregate unpaid principal amount of Revolving Credit Advances
or, if no such principal amount is then outstanding, Lenders having at least 90%
of the Commitments, the Administrative Agent and the Borrower have agreed. Each
Lender agrees that if the Administrative Agent or the Borrower, as the case may
be, exercises its option hereunder, it shall promptly execute and deliver all
agreements and documentation necessary to effectuate such assignment as set
forth in Section 9.07.

         Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication) and mailed,
telecopied or delivered by hand or by courier,

if to the Borrower, at

Telecomunicaciones de Puerto Rico, Inc.
1515 Roosevelt Avenue
12th Floor,
Guaynabo, Puerto Rico 00968
or
P.O. Box 360998
San Juan, Puerto Rico 00936-0998,
Attention:  Frank Gatto, Chief Financial Officer
Facsimile No: (787) 749-9024

with a copy to

Jose Arroyo
Vice President and General Counsel
Telecomunicaciones de Puerto Rico, Inc.
1515 Roosevelt Avenue
12th Floor
Guaynabo, Puerto Rico 00968
Facsimile No: (787) 782-9545


<PAGE>   28

if to PRTC, at

Puerto Rico Telephone Company, Inc.
1515 Roosevelt Avenue
12th Floor,
Guaynabo, Puerto Rico 00968
or
P.O. Box 360998
San Juan, Puerto Rico 00936-0998,
Attention:  Frank Gatto, Chief Financial Officer
Facsimile No: (787) 749-9024

with a copy to

Jose Arroyo
Vice President and General Counsel
Telecomunicaciones de Puerto Rico, Inc.
1515 Roosevelt Avenue
12th Floor
Guaynabo, Puerto Rico 00968
Facsimile No: (787) 782-9545

if to CTI, at

Celulares Telefonica, Inc.
1515 Roosevelt Avenue
12th Floor,
Guaynabo, Puerto Rico 00968
or
P.O. Box 360998
San Juan, Puerto Rico 00936-0998,
Attention:  Frank Gatto, Chief Financial Officer
Facsimile No: (787) 749-9024

with a copy to

Jose Arroyo
Vice President and General Counsel
Telecomunicaciones de Puerto Rico, Inc.
1515 Roosevelt Avenue
12th Floor
Guaynabo, Puerto Rico 00968
Facsimile No: (787) 782-9545

if to any Lender, at its Applicable Lending Office specified opposite its name
on Schedule I hereto; and if to the Administrative Agent, at its address at 209
Munoz Rivera Avenue, Hato Rey, Puerto Rico, Attention: Manager - Structured
Finance Division; or, as to any Loan Party or the Administrative Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Administrative Agent. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the first class mails or, in the case
of international delivery, when deposited with mails or couriers that deliver
within two Business Days or telecopied, provided that notices and communications
to the Administrative Agent pursuant to Article II, III or VIII shall not be
effective until received by the Administrative Agent, and provided, further,
that notices and communications to any Person required to be provided hereunder
within five Business Days shall only be made by hand or via telecopy or courier.
Delivery by telecopier of an executed counterpart of any amendment or waiver of




<PAGE>   29

any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

         No Waiver; Remedies. No failure on the part of any Lender or the
Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         Costs and Expenses. m) The Borrower agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, the reasonable fees
and expenses of Martinez Odell & Calabria, counsel for the Administrative Agent.
Such expenses shall be paid by the Borrower upon presentation of an itemized
statement of account (after the Borrower has had reasonable time to review such
statement of account) following consummation of the transactions contemplated by
this Agreement. The Borrower further agrees to pay on demand all costs and
expenses of the Administrative Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Administrative Agent and each Lender in connection with the enforcement of
rights under this Section 9.04(a).

The Borrower agrees to indemnify and hold harmless the Administrative Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with: (i) the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances; or (ii) the actual or alleged presence of Hazardous
Materials on any Property of the Borrower or any of their respective
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of their respective Subsidiaries, in each case whether or not such
investigation, litigation or proceeding is brought by any Loan Party, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense (A) is found by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct; (B) arises from disputes among two or more Lenders (but not
including any such dispute that involves a Lender to the extent such Lender is
acting in any different capacity (i.e., Administrative Agent or Arranger) under
the Credit Agreement or the Notes or to the extent that it involves the
Administrative Agent's syndication activities); or (C) arises from or relates to
a breach by such Indemnified Party of its obligations under this Agreement. The
Borrower also agrees not to assert any claim against the Administrative Agent,
any Lender, any of their Affiliates, or any of their respective directors,
officers, employees, attorneys and agents, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances.

If any payment of principal of, or Conversion of, any LIBOR Rate Advance is made
by the Borrower (or pursuant to Section 9.01(b)) to or for the account of a
Lender other than on the last day of the Interest Period for such Advance, as a
result of a payment, prepayment or Conversion pursuant to this Agreement or
acceleration of the maturity of the Notes pursuant to Section 6.01, the Borrower
shall, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance.


<PAGE>   30

Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in Sections
2.12 and 9.04 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the Notes.

         Right of Set-off. Upon: (i) the occurrence and during the continuance
of any Event of Default; and (ii) the making of the request or the granting of
the consent specified by Section 6.01 by the Required Lenders to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01 and notice to the Borrower as required under Section
6.01, each Lender and each of its Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
or such Affiliate to or for the credit or the account of any Loan Party against
any and all of the obligations of such Loan Party now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
applicable Loan Party after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

         Binding Effect. This Agreement shall become effective (other than
Section 2.01, which shall only become effective upon satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been executed
by the Borrower and the Administrative Agent and when the Administrative Agent
shall have been notified by each Lender that such Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, the
Guarantors, the Administrative Agent and each Lender and their respective
successors and assigns, except that neither the Borrower nor the Guarantors
shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders.

         Assignments and Participations. n) Each Lender may, with the consent of
the Administrative Agent (except as provided in clause (g) below) and the
Borrower (such consent not to be unreasonably withheld) and, if demanded by the
Borrower pursuant to Section 9.01(b) or following a request for a payment to or
on behalf of such Lender under Section 2.10 or Section 2.13 or following a
notice given by such Lender pursuant to Section 2.11, upon at least ten Business
Days' notice to such Lender and the Administrative Agent, will, assign to one or
more Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Revolving Credit Advances owing to it and the Revolving Credit Note or Notes
held by it); provided, that the Borrower may make demand with respect to a
Lender that has given notice pursuant to Section 2.11 only if the Borrower makes
such demand of all Lenders similarly situated that have given such notice;
provided, further, that: (i) each such assignment shall be of a constant, and
not a varying, percentage of all rights and obligations under this Agreement and
the Revolving Credit Notes; (ii) except in the case of an assignment to a Person
that, immediately prior to such assignment, was a Lender, or an assignment of
all of a Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof; (iii) each such assignment
shall be to an Eligible Assignee; (iv) each such assignment made as a result of
a demand by the Borrower shall be arranged by the Borrower after consultation
with the Administrative Agent and shall be either an assignment of all of the
rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement; (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the Borrower unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal and all other amounts payable to such Lender
under this Agreement; (vi) no Lender shall at any time have more than two (2)
assignees that were not Initial Lenders; and (vii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Notes subject to such assignment and a processing and
recordation fee of $2,500 (which shall be paid by Persons other than the
Borrower unless such assignment is made as a result of a demand by the
Borrower). Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment


<PAGE>   31

and Acceptance; (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder; and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights other than rights of
indemnification under Section 9.04 or otherwise relating to a time prior to the
effective date of such Assignment and Acceptance and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

By executing and delivering an Assignment and Acceptance, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows: (i) other than as provided in such
Assignment and Acceptance, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Loan
Party or the performance or observance by any Loan Party of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender, an assignee representing that it is an Eligible Assignee and the
Borrower, together with the Revolving Credit Note or Notes subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit C hereto: (i)
accept such Assignment and Acceptance; (ii) record the information contained
therein in the Register; and (iii) give prompt notice thereof to the Borrower.
Within five Business Days after its receipt of such notice, the Borrower, at its
own expense, shall execute and deliver to the Administrative Agent in exchange
for the surrendered Revolving Credit Note a new Note to the order of such
Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to
such Assignment and Acceptance and, if the assigning Lender has retained a
Commitment hereunder a new Revolving Credit Note to the order of the assigning
Lender in an amount equal to the Commitment retained by it hereunder. Such new
Revolving Credit Note or Notes shall be in an aggregate principal amount equal
to the aggregate principal amount of such surrendered Revolving Credit Note or
Notes, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A-1 hereto.

The Administrative Agent shall maintain at its address referred to in Section
9.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Advances owing to, each Lender
from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

(e) Each Lender may sell participations to one or more banks or other entities
(other than the Borrower or any of its Affiliates) in or to all or a portion of
its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, the Advances owing to it and the Notes held
by it); provided, however, that: (i) such Lender's obligations under this
Agreement (including, without limitation, its Commitment to the Borrower
hereunder) shall remain unchanged; (ii) such Lender shall remain solely
responsible to the other





<PAGE>   32


parties hereto for the performance of such obligations; (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement; (iv) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement; and (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the
Borrower therefrom, except that a Lender may agree with a participant as to the
manner in which the Lender shall exercise the Lender's rights to approve any
amendment, waiver or consent to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

(f) Any Lender may at any time, without the consent of the Administrative Agent
or the Borrower, create a security interest in all or any portion of its rights
under this Agreement (including, without limitation, the Advances owing to it
and the Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System, provided, however, that no such assignment shall have the effect of
increasing the costs payable by the Borrower.

         Nondisclosure. None of the Administrative Agent, any Lender or any
Affiliate thereof shall disclose without the prior consent of the Borrower
(other than to the Administrative Agent, or another Lender or any such
Affiliate, their respective directors, employees, auditors, affiliates or
counsel who shall agree to be bound by the terms of this provision) any
information with respect to the Loan Parties or any Subsidiary thereof contained
in financial statements, projections or reports provided to the Administrative
Agent, any Lender or any Affiliate thereof by, or on behalf of, the Loan Parties
or any Subsidiary, provided that the Administrative Agent, any Lender or any
Affiliate thereof may disclose any such information: (a) as has become generally
available to the public in a manner, or through actions, which do not violate
the terms of this Section 9.08; (b) to, or as may be required or appropriate in
any report, statement or testimony submitted to, any municipal, state,
Commonwealth of Puerto Rico, or federal regulatory body having or claiming to
have jurisdiction over the Administrative Agent, any Lender or any Affiliate
thereof or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors; (c) as may be required or appropriate in response to any
summons or subpoena or in connection with any litigation; (d) in order to comply
with any law, order, regulation or ruling applicable to the Administrative
Agent, any Lender or any Affiliate thereof; and (e) to a prospective co-lender
or participant in the amounts outstanding hereunder or under the Advances,
provided, however, that such prospective co-lender or participant executes an
agreement containing provisions substantially identical to those contained in
this Section 9.08 and which shall by its terms inure to the benefit of the
Borrower and provided, further, that to the extent practicable, the
Administrative Agent, each Lender and their respective Affiliates shall use
reasonable best efforts to provide prior written notice of such disclosure to
the Borrower.

         Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Puerto Rico.

         Jurisdiction, Etc. o) Each of the Loan Parties hereby agrees that any
suit, action or proceeding with respect to this Agreement or the Notes or any
other document executed hereunder to which it is a party or any judgment entered
by any court in respect thereof may be brought in the United States District
Court for the District of Puerto Rico or in the Court of First Instance of
Puerto Rico sitting in San Juan, as the party commencing such suit, action or
proceeding may elect in its sole discretion; and each party hereto hereby
irrevocably submits to the non-exclusive jurisdiction of such court for the
purpose of any such suit, action, proceeding or judgment. Each party hereto
further submits, for the purpose of any such suit, action, proceeding or
judgment brought or rendered against it, to the appropriate courts of the
jurisdiction of its domicile.

Each of the Loan Parties hereby irrevocably consents to the service of process
in any suit, action or proceeding in such courts by the mailing thereof by the
Administrative Agent or any Lender by registered or certified mail, postage
prepaid, at its address set forth beneath its signature hereto. Nothing herein
shall in any way be deemed to limit the ability of the Administrative Agent or
any Lender to serve any such writs, process or summonses in any other manner
permitted by applicable law or to obtain jurisdiction over the Loan Parties in
such other jurisdictions, and in such manner, as may be permitted by applicable
law.


<PAGE>   33

Each of the Loan Parties hereby irrevocably waives any objection that it may now
or hereafter have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Agreement, the Notes or any document executed
hereunder brought in any such court and hereby further irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

         Waiver of Jury Trial. Each of the Borrower, the Guarantor, the
Administrative Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Administrative Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.

         Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this Agreement.

         Exhibits and Schedules Incorporated. The Exhibits and Schedules annexed
hereto are hereby incorporated by reference herein as part of this Agreement
with the same effect as if set forth in the body hereof.


<PAGE>   34



IN WITNESS WHEREOF, the parties hereto have caused this Revolving Credit
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


TELECOMUNICACIONES DE PUERTO RICO, INC., as Borrower
By:
   ----------------------------------
     Jon Slater
     President


PUERTO RICO TELEPHONE COMPANY, INC., as Guarantor
By:
   ----------------------------------
     Jon Slater
     President


CELULARES TELEFONICA, INC., as
Guarantor
By:
   ----------------------------------
     Jon Slater
     President


BANCO POPULAR DE PUERTO RICO, INC., as Lender
By:
   ----------------------------------
     Raul H. Cacho
     Vice President


BANCO POPULAR DE PUERTO RICO, INC., as Administrative Agent
By:
   ----------------------------------
     Raul H. Cacho
     Vice President



<PAGE>   35



The Lenders


Commitment: $50,000,000        BANCO POPULAR DE PUERTO RICO

By:
   ----------------------------------
     Raul H. Cacho
     Vice President

Applicable Lending Office(s):          209 Munoz Rivera Avenue
                                       Hato Rey, Puerto Rico
                                       Attention:  Structured Finance Division
                                       Telecopier:  (787) 756-3909