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                                                                   EXHIBIT 10.27

                              TERM CREDIT AGREEMENT

                            Dated as of May 16, 2002

      TELECOMUNICACIONES DE PUERTO RICO, INC., a Puerto Rico corporation (the
"Borrower"), PUERTO RICO TELEPHONE COMPANY, INC., a Puerto Rico corporation
("PRTC" or the "Guarantor"), BANCO BILBAO VIZCAYA ARGENTARIA S. A. ("BBVASA"),
BANCO BILBAO VIZCAYA ARGENTARIA PUERTO RICO ("BBVAPR" and together with BBVASA,
the "Lenders"), and BBVAPR, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01 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 The Chase Manhattan Bank with
its office at New York, New York ABA No. 021000021, Account No. 001-0974301,
Banco Bilbao Vizcaya Argentaria Puerto Rico, Attention: Corporate Banking.

      "Advance" means the Term 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 0.70%, for any Interest Period.

      "Assignment and Acceptance" has the meaning assigned to that term in
Section 9.07.

      "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,
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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).

      "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, Hato
Rey, Puerto Rico, Account No. 030-303664.

      "Bonds" means the following series of senior notes issued by the Borrower:
(i) $300,000,000 of 6.15% Senior Notes Due 2002; (ii) $400,000,000 of 6.65%
Senior Notes due 2006; and (iii) $300,000,000 of 6.80% Senior Notes due 2009,
provided, however, that after May 15, 2002 the term "Bonds" shall mean only the
bonds identified in clauses (ii) and (iii) hereof.

      "Borrowing" means the Term 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.

      "Commitment" has the meaning specified in Section 2.01.

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

      "Consolidated Assets" means the total assets of the Borrower and its
Subsidiaries as shown on the audited consolidated balance sheet or unaudited
consolidated balance sheet, as the case may be, as of the end of the most recent
fiscal quarter.

      "Controlling Interest" means (a) ownership of at least 35% 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.
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      "Convert", "Conversion" and "Converted" each refers to a conversion of
Term Credit Advances of one Type into Term 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, contingent or
otherwise, 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) or (j) 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, (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 and (j) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any capital stock of or other ownership or profit
interest in such Person or any other Person or any warrants, rights or options
to acquire such capital stock, valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends and
interest.

      "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 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.
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      "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 (i) net income (or net loss), (ii) interest expense, (iii) income tax
expense, (iv) depreciation expense, (v) amortization expense, and (vi) non-cash
severance charges in an aggregate amount not to exceed $40,000,000 in calendar
year 2002.

      "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 any Lender, any Affiliate of a Lender, and any
other Person approved by the Majority Lenders and the Borrower.

      "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 (including the
Commonwealth of Puerto Rico) 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 and including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act, the Hazardous Materials Transportation
Act, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act,
the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide,
Fungicide and Rodenticide Act and the Occupational Safety and Health Act, each
as amended from time to time.

      "Environmental Permit" means any permit, approval, identification number,
license or other authorization required under any Environmental Law.
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      "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 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.

      "Eurodollar Funds" means deposits in United States dollars in leading
banks in the London interbank market.

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

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

      "Guarantor" 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.

      "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 Term 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 for monthly periods of one month up to twelve
months, as the Borrower may, upon notice received by the Administrative Agent
not later than 11:00 A.M. (Puerto Rico 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 Term 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
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            (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 opposite its name in the Assignment and Acceptance pursuant
to which it became a Lender 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, for any Interest Period for each Advance comprising
part of the same Term Credit Borrowing, the offered quotation for the rate of
interest (expressed out to the sixth decimal place) on U.S. dollars in the
London interbank market (2) Business Days before the first day of such Interest
Period on deposits of Eurodollar Funds for a period equal to such period, as
published by Bloomberg Professional Service (currently on page BBAM1 of the
financial information reporting services furnished electronically by Bloomberg
Professional Service , or any successor or substitute page of such service, or
any successor to or substitute for such service, providing rate quotations
comparable to those provided by such service, as determined by the
Administrative Agent from time to time) at approximately 11:00 A.M. (London
time) on such date, or if such quotations are no longer published or otherwise
cease to be available, then the offer quotation for the rate of interest on such
deposits as published in the Telerate Systems, Inc. (currently on page 3750 of
its financial information reporting services) immediately preceding the date of
determination and if such rate shall not be so quoted, the rate per annum at
which the Administrative Agent is offered Dollar deposits at or about 11:00
A.M., New York City time, on such date by prime banks in the interbank
eurodollar market where the eurodollar and foreign currency exchange operations
are then being conducted for delivery on such day for such period and in an
amount comparable to the amount of the Advances to be outstanding on such day.

      "LIBOR Rate Advance" means a Term Credit Advance that bears interest as
provided in Section 2.06(a)(ii).

      "Lenders" means the Lenders 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.
<PAGE>
      "Loan Documents" means this Agreement, the Term Credit Notes, and, on and
after the date of delivery thereof, each guarantee, mortgage, pledge, assignment
or other security instrument required to be delivered under the terms of this
Agreement or any other Loan Document, in each case as amended or otherwise
modified from time to time.

      "Loan Party" means each of the Borrower, the Guarantor and each other
Person (other than the Administrative Agent or any Lender) which is or becomes
or, under the terms of any Loan Document, is required to become a party to a
Loan Document.

      "Majority Lenders" means at any time Lenders holding at least 51% of the
then aggregate unpaid principal amount of the Notes held by Lenders, or, if no
such principal amount is then outstanding, Lenders having at least 51% of the
Commitments.

      "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 Term Credit Note.

      "Notice of Term 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).
<PAGE>
      "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 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 be
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.

      "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.

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

      "Receivables Subsidiary" means a bankruptcy-remote, special-purpose wholly
owned Subsidiary formed in connection with a Permitted Receivables Financing.
<PAGE>
      "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc.

      "Significant Subsidiary" means at any time any Subsidiary, other than a
Receivables Subsidiary, the assets of which, in the aggregate, exceed five
percent (5%) of the Consolidated Assets , determined in accordance with GAAP.

      "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 Effective Date, among
Puerto Rico Telephone Authority, Puerto Rico Telephone Company, GTE Holdings
(Puerto Rico) LLC 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.

      "Subsidiary Existing Debt" has the meaning specified in Section 5.02(d).
<PAGE>
      "Taxes" has the meaning specified in Section 2.13(a).

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

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

      "Term 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
Term Credit Advance made by such Lender.

      "Termination Date" means the earlier of (a) May 16, 2004 and (b) the date
of termination in whole of the Commitments pursuant to Section 2.04 or 6.01.

      "Type" means, as to any Term 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.

      "Verizon" means Verizon Communications, Inc., a Delaware corporation.

      "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.

      SECTION 1.02 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".

      SECTION 1.03 Accounting Terms. All terms of an accounting or financial
nature not specifically defined herein shall be construed in accordance with
GAAP.
<PAGE>
                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

      SECTION 2.01 The Term Credit Advances. Each Lender severally agrees, on
the terms and conditions hereinafter set forth, to make the Term Credit Advances
to the Borrower on the Effective Date in the aggregate amount set forth opposite
such Lender's name on the signature pages hereof, as such amount may be reduced
pursuant to Section 2.04 (such Lender's "Commitment"). Within the limits of this
Section 2.01, the Borrower may borrow under this Section 2.01, prepay pursuant
to Section 2.09 and may Convert Borrowings of one Type into Borrowings of
another Type as provided for in Section 2.08, provided, however, that any
amounts repaid or prepaid may not be reborrowed.

      SECTION 2.02 Making the Term Credit Advances.

            (a) Each Term Credit Borrowing shall be made on notice, given not
later than 11:00 A.M. (Puerto Rico Time) on the Business Day of the Effective
Date by the Borrower to the Administrative Agent, which shall give to each
Lender prompt notice thereof by telecopier or telex. The such notice of the Term
Credit Borrowing (the "Notice of Term 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 Term
Credit Borrowing, (ii) Type of Advances comprising such Term Credit Borrowing,
(iii) aggregate amount of such Term Credit Borrowing, and (iv) in the case of a
Term Credit Borrowing consisting of LIBOR Rate Advances, initial Interest Period
for each such Term Credit Advance. Each Lender shall, before 12:00 noon (Puerto
Rico Time) on the Effective Date , 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 Term
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.

            (b) Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select a LIBOR Rate Advance for any Term
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.

            (c) The Notice of Term Credit Borrowing shall be irrevocable and
binding on the Borrower. In the case of any Term 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 Term Credit Borrowing for such
Term 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 Term Credit Advance
to be made by such Lender as part of such Term
<PAGE>
Credit Borrowing when such Term Credit Advance, as a result of such failure, is
not made on such date.

            (d) Unless the Administrative Agent shall have received notice from
a Lender prior to the time of the Term Credit Borrowing that such Lender will
not make available to the Administrative Agent such Lender's ratable portion of
the Term Credit Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the Effective
Date 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 Term Credit Advances comprising such Term 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 Term Credit Advance as part of such Term 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).

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

      SECTION 2.03 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 0.10%, payable in arrears
quarterly on the last day of each March, June, September and December,
commencing on June 30, 2002, and on the Termination Date.

      SECTION 2.04 Termination or Reduction of the Commitments. The Borrower
shall have the right, upon at least three Business Days' notice to the
Administrative Agent, to permanently terminate in whole or permanently reduce in
part the respective Commitment 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 and shall first permanently reduce the
Commitment of BBVASA and then the Commitment of BBVAPR.

      SECTION 2.05 Repayment of Term 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 Term Credit Advances then
outstanding.
<PAGE>
      SECTION 2.06 Interest.

            (a) Scheduled Interest. The Borrower shall pay interest on the
unpaid principal amount of the Term 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:

                  (i) Base Rate Advances. During such periods as such Term
            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 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 Base
            Rate Advance shall be Converted or paid in full.

                  (ii) LIBOR Rate Advances. During such periods as such Term
            Credit Advance is a LIBOR Rate Advance, a rate per annum equal at
            all times during each Interest Period for such Term Credit Advance
            to the sum of (x) the LIBOR Rate for such Interest Period for such
            Term 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.

            (b) 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 the Term Credit Advance owing to each Lender,
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 such Term 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 Term Credit Advances pursuant to clause (a)(i) above.

      SECTION 2.07 Interest Rate Determination. (a) 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, any Lender
notifies the Administrative Agent that the LIBOR Rate for any Interest Period
for such Advances will not adequately reflect the cost to such Lender 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
<PAGE>
Convert Term 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.

            (b) 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.

            (c) 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.

            (d) 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.

            (e) 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,

                  (i) the Administrative Agent shall forthwith notify the
            Borrower and the Lenders that the interest rate cannot be determined
            for such LIBOR Rate Advances,

                  (ii) 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

                  (iii) the obligation of the Lenders to make LIBOR Rate
            Advances or to Convert Term 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.

      SECTION 2.08 Optional Conversion of Term Credit Advances. The Borrower may
on any Business Day, upon notice given to the Administrative Agent not later
than 11:00 A.M. (Puerto Rico 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 Term Credit Advances of one Type comprising the same Borrowing
into Term Credit Advances of the other Type; provided, however, that any
Conversion of LIBOR Rate Advances into Base Rate Advances shall be made
<PAGE>
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
Term 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.

      SECTION 2.09 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 Term Credit
Advances comprising part of the same Borrowing in whole or 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 $10,000,000 or an integral multiple of $1,000,000
in excess thereof and shall first prepay the Term Credit Advance of BBVASA and
then the Term Credit Advance of BBVAPR,(y) the Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 9.04(b) and (z)
each partial prepayment shall permanently reduce in the amount of the
prepayment, first the Commitment of BBVASA and then the Commitment of BBVAPR .

      SECTION 2.10 Increased Costs. (a) 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 the date
of 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 manifest error in the calculation of such
amount.

            (b) 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
<PAGE>
increased by or based upon the existence of such Lender's commitment to lend
hereunder and other commitments of this type (taking into consideration such
Lender's policies and the policies of any corporation controlling such Lender
with respect to capital adequacy) 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 manifest error in the calculation of such amounts.

            (c) 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 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.

      SECTION 2.11 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 Term 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.

      SECTION 2.12 Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes not later than 11:00 A.M. (Puerto Rico
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
<PAGE>
payable pursuant to Sections 2.09, 2.10 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.

            (b) All computations of interest 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 manifest error in the
calculation of such interest rate.

            (c) 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.

            (d) 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.

      SECTION 2.13 Taxes. (a) 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 imposed by the
Commonwealth of Puerto Rico, the United States or any political subdivision of
either (or in the case of any payments by or on behalf of the Borrower through
an account or branch outside the United States or the Commonwealth of Puerto
Rico or by or on behalf of the Borrower by a payor that is not a United States
person or not organized or resident in the Commonwealth of Puerto Rico such
payments shall be made 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 imposed by a foreign jurisdiction or
any political subdivision thereof), 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
<PAGE>
income taxes (x) in the case of a Lender pursuant to the laws of the
jurisdiction (or any political subdivision or taxing authority therein) in which
it is organized or in which the principal office of such Lender or Applicable
Lending Office of such Lender is located, or (y) in the case of any payment to
the Administrative Agent in its capacity as Administrative Agent, the
jurisdiction (or any political subdivision or taxing authority therein) in which
it is organized or in which the principal office of the Administrative Agent is
located or in which the office designated by the Administrative Agent to act as
Administrative Agent is located (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 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. For purposes of this subsection (a) and subsection
(e), the terms "United States" and "United States person" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

            (b) 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 (hereinafter referred to as "Other Taxes").

            (c) 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) on or with respect to any payment by or on account of any
obligation of any Loan Party hereunder or under any other Loan Document and any
liability (including penalties, interest and expenses but excluding any taxes
imposed by any jurisdiction on amounts which may be paid or payable by the
Borrower to a Lender or the Administrative Agent under this Section 2.13)
arising therefrom or with respect thereto whether or not such Taxes or Other
Taxes were correctly or legally imposed. This indemnification shall be made
within 30 Business Days from the date such Lender or the Administrative Agent
(as the case may be) makes written demand therefor. A certificate as to the
amount of such payment or liability, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error in the calculation of such amount or liability.
<PAGE>
            (d) Each Lender organized under the laws of a jurisdiction outside
of the Commonwealth of Puerto Rico from time to time as requested in writing by
the Borrower (but only so long as such Lender remains lawfully able to do so),
shall provide each of the Administrative Agent and the Borrower with two
properly and accurately completed and duly executed original copies of any form,
document or other certificate that is necessary for such Lender to be exempt
from, or entitled to a reduced rate of Taxes or payments hereunder or under the
Notes or for the Borrower to determine the applicable rate of deduction or
withholding of any Taxes. If any Lender which is organized under the laws of a
jurisdiction outside of the Commonwealth of Puerto Rico is unable to provide the
above-described forms, documents or other certificates for a relevant interest
period (or if the Lender's appropriate personnel responsible for providing the
forms, documents or other certificates actually become aware that the forms,
documents or other certificates provided by it are inaccurate), such Lender
shall notify the Borrower in writing prior to or immediately upon the
commencement of such relevant interest period.

            (e) For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form, document or other certificate
requested by the Borrower in accordance with Section 2.13(d) (other than if such
failure is due to a change in law occurring subsequent to the date on which a
form, document or other certificate originally was required to be provided, or
if such form, document or other certificate is no longer required to establish
an exemption from the applicable tax), such Lender shall not be entitled to
indemnification under Section 2.13(a) or (c) with respect to Taxes by reason of
such failure and the Borrower shall be entitled to withhold Taxes from payments
to such Lender; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form, document or other certificate required
hereunder, the Borrower shall take such steps at such Lender's expense as such
Lender shall reasonably request to assist such Lender to recover such Taxes.

            (f) Notwithstanding anything else contained in this Section 2.13,
the Borrower shall only be required to pay additional sums with respect to Taxes
(subject to subsection (h) below) to a Lender (or the Administrative Agent, as
the case may be) pursuant to subsection (a) or (c) above if the obligation to
pay such Taxes results from such Lender's inability to obtain a complete
exemption from 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).

            (g) 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
<PAGE>
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.

            (h) 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 the jurisdiction of its LIBOR 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.

      SECTION 2.14 Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely to
repay outstanding loans with the Lenders, to pay other Debts of the Borrower and
for working capital and general corporate
<PAGE>
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).

      SECTION 2.15 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 Advances made by it (other than
pursuant to Section 2.10, 2.13, 9.04(c) or 9.07) in excess of its ratable share
of payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances made by 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 the amount of such Lender's required repayment
to 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 pursuant to this Section 2.15 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.

                                  ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

      SECTION 3.01 Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date, but in no event later than May 17, 2002, (the "Effective Date") on which
the following conditions precedent have been satisfied:

            (a) There shall have occurred no Material Adverse Change since
December 31, 2001.

            (b) 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, any Note, any other Loan Document 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.
<PAGE>
            (c) All governmental and third party consents and approvals
necessary in connection with the execution, delivery and performance of this
Agreement, the Notes and any other Loan Document 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.

            (d) The Borrower shall have paid all costs and expenses of the
Administrative Agent and the Lenders in connection with the preparation,
negotiation, execution and, if applicable, filing and recording of this
Agreement and the other Loan Documents (including the accrued fees and expenses
of counsel to the Administrative Agent and the Lenders) to the extent invoiced
and subject to the terms and conditions of Section 9.04(a) herein.

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

            (f) 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:

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

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

            (g) 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 Term Credit Notes)
in sufficient copies for each Lender:

                  (i) The Term Credit Notes to the order of the Lenders,
            respectively.

                  (ii) 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.

                  (iii) 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 Loan Documents to be
            delivered hereunder.
<PAGE>
                  (iv) 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.

                  (v) A favorable opinion of Jose Arroyo, Esq., Director of the
            Legal Department for the Loan Parties, substantially in the form of
            Exhibit D hereto.

                  (vi) Certificates of good standing showing that each Loan
            Party is in good standing in the Commonwealth of Puerto Rico, and a
            copy certified by the Secretary of each Loan Party, dated not more
            than thirty (30) days prior to the date of execution of this
            Agreement, of the Articles of Incorporation and By-Laws of such Loan
            Party.

                  (vii) A certificate of a duly authorized officer of the
            Borrower certifying that the Borrower and the Guarantor have in
            effect the insurance coverage required pursuant to Section 5.01(c).

      SECTION 3.02 Conditions Precedent to the Term Credit Borrowing In addition
to the conditions set forth in Section 3.01, the obligation of each Lender to
make the Term Credit Advance on the Effective Date shall be subject to the
condition that the Administrative Agent shall have received a certificate of the
Borrower, signed on behalf of the Borrower by its President, its Chief Financial
Officer, its Treasurer, its Assistant Treasurer or any Vice President and dated
the Effective Date (the statements made in which certificate shall be true on
and as of the Effective Date ), certifying as to the truth of the
representations and warranties contained in the Loan Documents as though made on
and as of the Effective Date and the absence of any event occurring and
continuing, or resulting from the Effective Date , that constitutes a Default.

                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

      SECTION 4.01 Representations and Warranties of the Borrower. In order to
induce the Lenders to make the Term Credit Advances hereunder, the Borrower
makes the following representations and warranties to the Lenders:

            (a) Each Loan Party is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation.

            (b) 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
<PAGE>
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 such Loan Party's chief executive officer, chief financial
officer, treasurer or controller or any vice president, 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. No Loan Party nor any Subsidiary
of a Loan Party is in violation of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award applicable to it, or in
breach of any indenture, agreement, lease or instrument, the violation or breach
of which is reasonably likely to have a Material Adverse Effect.

            (c) 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.

            (d) 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 the 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 the
Guarantor enforceable against the Guarantor in accordance with its terms.

            (e) The Consolidated balance sheet of the Borrower (or its
predecessor entities) and its Subsidiaries as at December 31, 2001, 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 Ernst & Young LP, independent public accountants,
copies of which have been furnished to each Lender, fairly and accurately
represent the Consolidated financial condition of the Borrower and its
Subsidiaries as at such date and the Consolidated results of the operations of
the Borrower and its Subsidiaries for the period ended on such date, all in
accordance with generally accepted accounting principles consistently applied.

            (f) 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.

            (g) 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.
<PAGE>
            (h) 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.

            (i) As of the date hereof, the Borrower has no direct or indirect
Significant Subsidiaries, except as set forth in Schedule 4.01(i).

            (j) The Borrower and the Guarantor are Solvent.

            (k) Each Loan Party and each of its respective Subsidiaries have
filed all federal, state, commonwealth and local tax returns required to be
filed and have paid all taxes shown thereon to be due, including interest and
penalties, or have provided adequate reserves therefor; no unpaid or uncontested
assessments have been made against any Loan Party or any Subsidiary of any Loan
Party by any taxing authority, nor has any unpaid or uncontested penalty or
deficiency been assessed by any such authority, and all contested assessments
have been disclosed to the Administrative Agent and adequate reserves have been
made therefor. Such tax returns properly reflect the income and taxes of each
respective Loan Party and its Subsidiaries for the periods covered thereby,
subject only to reasonable adjustments required by the corresponding taxing
authorities upon audit or other adjustments not reasonably likely to have a
Material Adverse Effect.

            (l) No Loan Party is subject to any labor dispute with its
employees, which is reasonably likely to have a Material Adverse Effect.

            (m) No written information, exhibit or report furnished by any Loan
Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement contained any material misstatement of fact or
omitted to state a material fact necessary to make the statements contained
therein not misleading.

            (n) The operations and properties of each Loan Party comply in all
material respects with all applicable Environmental Laws; all necessary
Environmental Permits have been obtained and are in effect for the operations
and properties of each Loan Party, and each Loan Party is in compliance in all
material respects with all such Environmental Permits; none of the operations or
properties of any Loan Party is subject to any Environmental Action alleging the
violation of any Environmental Law; none of the operations of any Loan Party are
the subject of a federal, state, commonwealth or local investigation evaluating
whether any remedial action is needed to respond to a release of any hazardous
or toxic waste, substance or constituent, or any other substance into the
environment, which Environmental Action or remedial action is reasonably likely
to have a Material Adverse Effect.
<PAGE>
                                    ARTICLE V

                          COVENANTS OF THE LOAN PARTIES

      SECTION 5.01 Affirmative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, each Loan Party will:

            (a) 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.

            (b) 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.

            (c) 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
as such Loan Party and such Subsidiaries 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.

            (d) 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) 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 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 or to the interests of the Lenders.

            (e) 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
<PAGE>
Party and any of its Subsidiaries, and to discuss the affairs, finances and
accounts of such 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.

            (f) 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 GAAP, consistently
applied and generally accepted accounting principles in effect from time to
time.

            (g) 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 and in material compliance with all
applicable standards and rules imposed by all governmental authorities with
jurisdiction.

            (h) 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).

            (i) Reporting Requirements. Furnish to the Administrative Agent with
sufficient copies for distribution to the Lenders:

                  (i) 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
<PAGE>
            with Section 5.03, a statement of reconciliation showing the
            calculations used for purposes of Section 5.03;

                  (ii) 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 Majority Lenders by Ernst & Young LP
            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;

                  (iii) 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;

                  (iv) 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);

                  (v) 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

                  (vi) 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) Payment of Taxes, Etc. File, and cause its Subsidiaries to file,
all federal, state, commonwealth and local tax returns and other reports
required by law to be filed; maintain, and cause its Subsidiaries to maintain,
adequate reserves for the payment of all taxes, assessments, governmental
charges and levies imposed upon such Loan Party and its Subsidiaries, their
income or their profits; pay and discharge, and cause its Subsidiaries to pay
and discharge, all such taxes, assessments, governmental charges and levies
imposed upon such Loan Party and any of its Subsidiaries or against their
respective properties prior to the date on
<PAGE>
which penalties accrue, except to the extent that the same may be contested by
such Loan Party or such Subsidiary, as the case may be, in good faith by
appropriate proceedings and adequate reserves have been made therefor, unless
and until a Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors.

            (k) Solvency. Continue, and cause each of its Subsidiaries, to be
Solvent.

            (l) Environmental Matters. Conduct its business and that of its
Subsidiaries so as to comply in all material respects with all applicable
Environmental Laws and Environmental Permits; provided, however, that nothing
contained in this subsection shall prohibit such Loan Party from contesting, in
good faith by appropriate legal proceedings, any such Environmental Law or
Environmental Permit or the interpretation or application thereof.

            (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.

      SECTION 5.02 Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Borrower will not:

            (a) 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:

                  (i) Permitted Liens,

                  (ii) 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
<PAGE>
            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,

                  (iii) the Liens existing on the Effective Date and described
            on Schedule 5.02(a) hereto,

                  (iv) 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,

                  (v) 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,

                  (vi) 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

                  (vii) Liens on property of a Receivables Subsidiary created in
            connection with a Permitted Receivables Financing.

            (b) 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 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
Verizon so long as the surviving corporation assumes all obligations of the
Borrower hereunder and under the Notes, 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.

            (c) 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
<PAGE>
permitted by generally accepted accounting principles or (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.

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

                  (i) 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 among the Borrower and
            the Guarantor in connection with the Purchase, the Bonds and any of
            the Subsidiary Existing Debt ),

                  (ii) 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.

                  (iii) Debt which may be borrowed and outstanding from time to
            time under the credit agreements existing or contemplated 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,

                  (iv) unsecured Debt incurred in the ordinary course of
            business aggregating for the Guarantor not more than $75,000,000 at
            any one time outstanding,

                  (v) Debt in respect of operating leases,

                  (vi) endorsement of negotiable instruments for deposit or
            collection or similar transactions in the ordinary course of
            business, and

                  (vii) Debt incurred by a Receivables Subsidiary created in
            connection with a Permitted Receivables Financing.

      SECTION 5.03 Financial Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
<PAGE>
            (a) 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.

            (b) 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 3.25:1.0.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

      SECTION 6.01 Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

            (a) 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

            (b) Any representation or warranty made or deemed made by any Loan
Party herein or by any Loan Party (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

            (c) (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),
(k), (l), 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

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

            (e) 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 (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
<PAGE>
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

            (f) Any Loan Party 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
any Loan Party 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
any Loan Party 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

            (g) Any judgment or order for the payment of money in excess of
$30,000,000 shall be rendered against any Loan Party 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-"
<PAGE>
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

            (h) (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 Verizon or its Subsidiaries or
(iii) Verizon or 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
the Guarantor; or

            (i) 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; or

            (j) Any material provision of any Loan Document after delivery
thereof pursuant to this Agreement shall for any reason (other than pursuant to
the terms hereof or thereof) cease to be valid and binding on or enforceable
against any party to it (other than the Administrative Agent or any Lender), or
any such party shall so state in writing.

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Majority 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 Majority 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 any
Loan Party 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
<PAGE>
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.

                                   ARTICLE VII

                                    GUARANTY

      SECTION 7.01 Guaranty; Limitation of Liability. (a) In order to induce the
Lenders to extend credit to the Borrower hereunder, the Guarantor hereby
unconditionally and irrevocably guarantees, as a primary obligor and not merely
as a surety, 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, the 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.

            (b) The 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 the Guarantor hereby irrevocably agrees that the
obligations of the Guarantor under this Guaranty shall not exceed the greater of
(A) the benefit realized by the Guarantor from the proceeds of the Advances made
from time to time by the Borrower to the Guarantor and (B) the maximum amount
that will, after giving effect to such maximum amount and all other probable
contingent and fixed liabilities of the 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 Guarantor in
respect of the obligations of the Guarantor under this Guaranty, result in the
obligations of the 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.

            (c) The Guarantor agrees that in the event any payment shall be
required to be made to the Lenders under this Guaranty, the 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 Guarantor so
as to maximize the aggregate amount paid to the Lenders under this Agreement and
the Notes.
<PAGE>
      SECTION 7.02 Guaranty Absolute. The 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 the Guarantor under this Guaranty are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and
prosecuted against the Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Borrower or the Guarantor or whether
the Borrower or the Guarantor is joined in any such action or actions. The
liability of the Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and, to the maximum extent permitted by law,
the Guarantor hereby irrevocably waives, any defenses it may now or hereafter
have in any way relating to, any or all of the following:

            (a) any lack of validity or enforce ability of this Agreement or any
agreement or instrument relating hereto;

            (b) 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, any Note or any
other Loan Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to the
Borrower or otherwise;

            (c) 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;

            (d) any change, restructuring or termination of the corporate
structure or existence of the Borrower; or

            (e) 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, the 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 the Guarantor or
otherwise, all as though such payment had not been made.

      SECTION 7.03 Waiver. The Guarantor hereby waives 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. The Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements
<PAGE>
contemplated herein and that the waiver set forth in this Section 7.03 is
knowingly made in contemplation of such benefits. The 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.

      SECTION 7.04 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 the 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.

      SECTION 7.05 Subrogation. The Guarantor will not 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
the 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 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
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 the 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) the 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 the Guarantor's request and expense, execute and deliver to the
Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the Guarantor of
an interest in the Guaranteed Obligations resulting from such payment by the
Guarantor.
<PAGE>
                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

      SECTION 8.01 Authorization and Action. Each Lender hereby appoints and
authorizes the Administrative Agent to take such action as Administrative 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. As to any
matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the Notes), the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Majority Lenders
and such instructions shall be binding upon all Lenders and all holders of
Notes; provided, however, that the Administrative Agent shall not be required to
take any action that exposes the Administrative Agent to personal liability or
that is contrary to this Agreement or applicable law. The Administrative Agent
agrees to give to each Lender prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.

      SECTION 8.02 Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iii) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower except as specifically set forth in this
Agreement; (iv) shall not be responsible to any Lender for the due execution,
legality, validity, enforce ability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; and (v)
shall incur no liability under or in respect of this Agreement by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram or telex) believed by it to be genuine and signed or sent
by the proper party or parties.

      SECTION 8.03 BBVAPR and Affiliates. With respect to its Commitment, the
Advances made by it and the Note or Notes issued to it, BBVAPR shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not the Administrative Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include BBVAPR in its
individual capacity. BBVAPR and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
<PAGE>
engagements from and generally engage in any kind of business with, any Loan
Party, any of its Subsidiaries and any Person who may do business with or own
securities of any Loan Party or any of its Subsidiaries, all as if BBVAPR were
not the Administrative Agent and without any duty to account therefor to the
Lenders.

      SECTION 8.04 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges 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
credit decisions in taking or not taking action under this Agreement.

      SECTION 8.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Term Credit Advances owed
each of them (or if no Term Credit Advances are at the time outstanding, ratably
according to their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Administrative Agent under this Agreement, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Administrative
Agent is not reimbursed for such expenses by the Borrower.

      SECTION 8.06 Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower and may be removed at any time with or without cause by the Majority
Lenders. Upon any such resignation or removal, the Majority Lenders shall have
the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or the Majority Lenders'
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank organized or licensed under the laws of the
United States of America or of any State thereof or the Commonwealth of Puerto
Rico and having a combined capital and surplus of at least $250,000,000. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
<PAGE>
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent, upon appointment of such successor Administrative Agent,
shall be discharged from its duties and obligations under this Agreement. After
any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, the Notes or any other Loan Documents, nor consent to any
departure by any Loan Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Majority Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following at any time: (i) waive any of the conditions specified in Article III,
(ii) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes or the Advances or the number of Lenders that
shall be required for the Lenders or any of them to take any action hereunder,
(iii) amend this Section 9.01, (iv) increase the Commitments of the Lenders or
subject the Lenders to any additional obligations, (v) reduce the principal of,
or interest on, the Notes, or any fees or other amounts payable hereunder, (vi)
postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, (vii) limit the liability
of any party under any Loan Document or (viii) modify the definition of the term
"Majority Lenders"; and provided, further, that no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above to take such action, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document.

      SECTION 9.02 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
<PAGE>
            P.O. Box 360998
            San Juan, Puerto Rico 00936-0998,
            Attention: W. Jack Reagan, 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 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: W. Jack Reagan, 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 PO
Box 364745, San Juan, Puerto Rico 00936-4745, Attention: Executive Vice
President, Corporate Banking Division, (Fax No. (787) 777-2217) 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
<PAGE>
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 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.

      SECTION 9.03 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.

      SECTION 9.04 Costs and Expenses. The Borrower agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent and the
Lenders 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 counsel for the Administrative Agent; provided that such costs
and expenses shall not in the aggregate be in excess of $10,000. 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).

            (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
<PAGE>
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.

            (b) 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.

            (c) 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.

      SECTION 9.05 Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, 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.
<PAGE>
      SECTION 9.06 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 each Loan Party, the Administrative Agent and by each initial Lender and
thereafter shall be binding upon and inure to the benefit of each Loan Party,
the Administrative Agent and each Lender and their respective successors and
assigns, except that no Loan Party shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Majority Lenders.

      SECTION 9.07 Assignments and Participations. Each Lender may assign to one
or more banks or other entities all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitments, the Advances, the Note or Notes held by it and the remaining Loan
Documents); provided, however, that (i) 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 (as hereinafter defined) with
respect to such assignment) shall in no event be less than $1,000,000 (unless
such lesser amount is the entire amount of such assigning Lender's Commitment or
outstanding Advances) and shall be an integral multiple of $100,000, (ii) each
such assignment shall be to an Eligible Assignee or to an Affiliate of the
assignor, and (iii) the parties to each such assignment shall execute and
deliver to the Administrative Agent, an Assignment and Acceptance, together with
any Note or Notes subject to such assignment and a processing fee of $2,500.00.
Upon such execution, delivery and acceptance, from and after the effective date
specified in each Assignment and Acceptance, 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 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 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).

            (a) 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 their
respective 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(e) 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,
<PAGE>
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 under this Agreement and the other Loan Documents as are delegated
to the Administrative Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

            (b) Upon its receipt of an Assignment and Acceptance in
substantially the form of Exhibit E hereto (the "Assignment and Acceptance")
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee, together with any Note or Notes subject to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been duly
completed, (i) accept such Assignment and Acceptance and (ii) give prompt notice
thereof to the Borrower. Within five (5) Business Days after its receipt of such
notice, the Borrower, at their own expense, shall execute and deliver to the
Administrative Agent, in exchange for the surrendered Note or Notes, a new Note
or new Notes to the order of such Eligible Assignee in an amount equal to the
Commitments assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, a new Note or new Notes to
the order of the assigning Lender in an amount equal to the Commitment(s)
retained by it hereunder. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and shall
otherwise be in substantially the form of Exhibit A.

            (c) 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 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 and (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, (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.
<PAGE>
            (d) 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.

      SECTION 9.08 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, the other 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 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 assignee and/or participant in the amounts outstanding
hereunder or under the Advances, provided, however, that such prospective
assignee and/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.

      SECTION 9.09 Governing Law. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the Commonwealth of Puerto
Rico.

      SECTION 9.10 Jurisdiction, Etc. Each of the Loan Parties hereby agrees
that any suit, action or proceeding with respect to this Agreement or the Notes,
the other Loan Documents 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
<PAGE>
any such suit, action, proceeding or judgment brought or rendered against it, to
the appropriate courts of the jurisdiction of its domicile.

            (a) 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.

            (b) 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.

      SECTION 9.11 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, the
Notes or the other Loan Documents or the actions of the Administrative Agent or
any Lender in the negotiation, administration, performance or enforcement
thereof.

      SECTION 9.12 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.

                        [NO FURTHER TEXT ON THIS PAGE]
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Term Credit
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

<TABLE>
<S>                                 <C>
PUERTO RICO TELEPHONE               TELECOMUNICACIONES DE PUERTO

COMPANY, INC., as Guarantor         RICO, INC., as Borrower

By:                                 By
   ------------------------------     -----------------------------------
Name: W. Jack Reagan                Name: W. Jack Reagan
Title: Vice President and Chief     Title: Vice President and  Chief Financial
       Financial Officer            Officer


                                    BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
                                    as Lender

                                    By:
                                       -----------------------------------
                                    Name: Olga Matta Garcia
                                    Title:    Authorized Officer

                                    By:
                                       -----------------------------------
                                    Name: Rafael Blanco Latorre
                                    Title: Authorized Officer


                                    BANCO BILBAO VIZCAYA ARGENTARIA
                                    PUERTO RICO, as Lender

                                    By:
                                       -----------------------------------
                                    Name: Olga Matta Garcia
                                    Title: Executive Vice President

                                    By:
                                       -----------------------------------
                                    Name: Helen Pardo
                                    Title: Senior Vice President
</TABLE>
<PAGE>
BANCO BILBAO VIZCAYA ARGENTARIA  PUERTO RICO,
as Administrative Agent

By:
   -------------------------------------
Name: Olga Matta Garcia
Title: Executive Vice President

By:
   -------------------------------------
Name: Helen Pardo
Title: Senior Vice President
<PAGE>
<TABLE>
<CAPTION>
          Commitment                      Lender
          ----------                      ------
 <S>      <C>                <C>
          $40,000,000.00     Banco Bilbao Vizcaya Argentaria Puerto Rico

          $10,000,000.00     Banco Bilbao Vizcaya Argentaria S.A.

Total:    $50,000,000.00
</TABLE>