**Exhibit 10.23****FIRST AMENDMENT TO CREDIT AGREEMENT**     **FIRST AMENDMENT**(this “First Amendment”) dated June 30, 2005 to the Revolving CreditAgreement dated as of June 30, 2004 (the “Credit Agreement”) among **TELECOMUNICACIONES DEPUERTO RICO, INC.**, a Puerto Rico corporation (the “Borrower”), **PUERTO RICO TELEPHONECOMPANY, INC.**, a Puerto Rico corporation (“PRTC” or the “Guarantor” and collectively witheach Significant Subsidiary, the “Guarantors”), the banks, financial institutions and otherinstitutional lenders (the “Lenders”) listed on the signature pages hereof, **BANCO POPULARDE PUERTO RICO**(“Banco Popular”), a Puerto Rico banking institution, as administrativeagent (in such capacity, the “Administrative Agent”) for the Lenders.**WITNESSETH**     **WHEREAS**, reference is made to the Credit Agreement, pursuant to which the Lenders madeavailable to the Borrower certain revolving credit facilities in a maximum aggregate principalamount of up to $40,000,000 which are evidenced by the Note; and     **WHEREAS**, the Borrower and the Guarantor wish to extend the effective period of the Commitmentsas set forth in the Allonge to the Note to be executed by the parties hereto simultaneously withthe execution of this First Amendment, and, to that end, the Lenders have agreed to amend certainof the terms of the Credit Agreement, subject to the terms and conditions herein set forth andfurther subject to the condition that the transactions and amendments contemplated herein shall notconstitute nor be deemed to constitute novation of the obligations of the parties under the CreditAgreement.     **NOW THEREFORE**, in consideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:     **SECTION 1.****Defined Terms**. Unless otherwise defined herein, the terms used in thisAgreement shall have the same meanings ascribed to them in the Credit Agreement, as amended by thisFirst Amendment.     **SECTION 2.****Amendments to Credit Agreement**. Subject to the satisfaction of theconditions to effectiveness specified in Section 4 hereof, the Credit Agreement is hereby amendedas follows: (a) Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of theCredit Agreement is hereby amended as follows:     (i) The definition of the term “Termination Date” is hereby amended to read inits entirety as follows:
 

 
     “Termination Date” means the earlier of June 30, 2006, and the date oftermination in whole of the Commitments pursuant to Section 2.04 or 6.01. (b) Amendment to Section 4.01 of the Credit Agreement.     (i) Section 4.01(e) is hereby amended to read in its entirety as follows:“The Consolidated balance sheet of the Borrower and its Subsidiaries as at December31, 2004, and the related Consolidated statements of income and cash flows of theBorrower and its Subsidiaries for the fiscal year then ended, accompanied by anopinion of Ernst & Young LLP, independent public accountants, copies of which havebeen furnished to each Lender, fairly present, the Consolidated financial conditionof the Borrower and its Subsidiaries as at such date and the Consolidated results ofthe operations of the Borrower and its Subsidiaries for the periods ended on suchdate, all in accordance with generally accepted accounting principles consistentlyapplied.” (c) Amendment to Schedules.                    (i) Schedule 5.02(d) is hereby deleted in its entirety and replaced by Schedule 5.02(d)attached hereto as Exhibit A.     **SECTION 3.****Conditions to Effectiveness**. The amendments and modifications set forth inSection 2 hereof shall become effective as of the date first above written (the “Effective Date”),notwithstanding the actual date of execution of this First Amendment by the parties hereto, so longas each of the following conditions to effectiveness have been satisfied:     (a) The Administrative Agent shall have received this First Amendment duly executed anddelivered by the Borrower, the Guarantor and the Lenders.     (b) The Administrative Agent shall have received an allonge (the “Allonge”) to the Note dulyexecuted and delivered by the Borrower in favor of Banco Popular.     (c) The Administrative Agent shall have received certified copies of the resolutions of theBoard of Directors of each Loan Party approving the transactions contemplated hereby and by theAllonge, and of all documents evidencing other necessary corporate action and governmentalapprovals, if any, with respect to this First Amendment and the Allonge.     (d) A certificate of the Secretary of each Loan Party certifying the names and true signaturesof the officers of each Loan Party authorized to sign this First Amendment and the Allonge and theother documents to be delivered hereunder.     (e) A certificate of the Chief Financial Officer of each Loan Party, attesting to the Solvencyof each Loan Party after giving effect to the Borrowings contemplated hereunder.     (f) A favorable opinion of Roberto García, General Counsel for the Loan Parties, substantiallyin the form of Exhibit B hereto.
 

 
     (g) The Borrower shall have paid all invoiced fees and expenses of the Administrative Agentand the Lenders (including the invoiced fees and expenses of Cancio Covas & Santiago LLP counsel tothe Administrative Agent).     (h) The following statements shall be true and shall be deemed to have been represented by theBorrower as being true on the date hereof:     (i) The representations and warranties contained in Article IV of the CreditAgreement were true and correct on and as of June 30, 2004 and are true and correcton and as of the date hereof; and     (ii) The covenants contained in Article V of the Credit Agreement have beenfully complied with in all material respects on and as of June 30, 2004 and on andas of the date hereof; and     (iii) No event has occurred and is continuing, or would result from the makingof the amendments effectuated hereunder or the other transactions contemplatedhereby, which constitutes an Event of Default or would constitute an Event ofDefault but for the giving of notice or the lapse of time or both.     **SECTION 4.****Miscellaneous**.     (a) On and after the Effective Date, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, andeach reference in the Notes to the “Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, asamended by this First Amendment.     (b) The Credit Agreement and the Note, as specifically amended by this First Amendment,including, without limitation, the Guaranty set forth in Article VII of the Credit Agreement, areand shall continue to be in full force and effect and are hereby in all respects ratified andconfirmed. The execution, delivery and effectiveness of this First Amendment shall not, except asexpressly provided herein, operate as a waiver of any provision of the Credit Agreement, including,without limitation, the Guaranty set forth in Article VII of the Credit Agreement, and, and shallnot operate as nor constitute or be deemed to constitute a novation of the obligations of theparties thereto for any purpose.     (c) This First Amendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the same agreement. Delivery ofan executed counterpart of a signature page to this First Amendment by telecopier shall beeffective as delivery of a manually executed counterpart of this First Amendment.     **SECTION 5.****Governing Law**. This First Amendment and the Note shall be governed by,and construed with, the laws of the Commonwealth of Puerto Rico.
 

 
     **IN WITNESS WHEREOF**, the parties hereto have caused this First Amendment to be executed bytheir respective officers thereunto duly authorized, as of the date first above written.       **TELECOMUNICACIONES DE PUERTO RICO, INC.**  as Borrower       By: /s/ María Elena de la Cruz       Name: María Elena de la Cruz  Title: Treasurer       **PUERTO RICO TELEPHONE COMPANY, INC.**  as Guarantor       By: /s/ María Elena de la Cruz       Name: María Elena de la Cruz  Title: Treasurer       **BANCO POPULAR DE PUERTO RICO,**  as Administrative Agent       By: /s/ Héctor Becemberg       Name: Héctor Becemberg  Title: Assistant Vice President
 

 
            The Lenders     Commitment: $40,000,000 **BANCO POPULAR DE PUERTO RICO**       By: /s/ Héctor Becemberg       Name: Héctor Becemberg  Title: Assistant Vice President     Applicable Lending Office(s): 209 Muñoz Rivera Avenue  Hato Rey, Puerto Rico       Attention: Manager — Corporate Banking Division  Telecopier: 787.756.3909
 

 
**ALLONGE**     That certain Promissory Note (the “Note”) in the maximum principal amount of $40,000,000.00issued by **TELECOMUNICACIONES DE PUERTO RICO, INC.**(“Borrower”), a corporation organized under thelaws of the Commonwealth of Puerto Rico to the order of **BANCO POPULAR DE PUERTO RICO**on June 30,2004, which as of the date hereof there is no outstanding principal balance thereon, nor anyaccrued interest thereon, is hereby amended and modified as of the date hereof, as follows:The first paragraph of the Note is hereby amended to read in its entirety as follows:“**FOR VALUE RECEIVED**, the undersigned, **TELECOMUNICACIONES DE PUERTO RICO, INC.**, aPuerto Rico corporation (the “Borrower”), HEREBY PROMISES TO PAY to theorder of **BANCO POPULAR DE PUERTO RICO**(the “Lender”) for the account of itsApplicable Lending Office on the Termination Date (each as defined in the CreditAgreement referred to below) the principal sum of U.S. $40,000,000.00 or, if less,the aggregate amount of the Advances made by the Lender to the Borrower pursuant tothe Revolving Credit Agreement dated as of June 30, 2004 among the Borrower, PuertoRico Telephone Company, Inc., as Guarantor, the Lender and certain other lendersparties thereto, and Banco Popular de Puerto Rico (“BPPR”), asadministrative agent (in such capacity, the “Administrative Agent”) for theLender and such other lenders, as amended by a First Amendment dated June 30, 2005,among the Borrower, the Guarantor, the Administrative Agent and BPPR, as a Lender,(and as further amended or modified from time to time, the “CreditAgreement”; the terms defined therein being used herein as therein defined),outstanding on the Termination Date.”All other terms of the Note shall continue in full force and effect.It is hereby understood and agreed by each of the parties hereto that this Allonge is not intendedto cause an extinctive novation of the terms and conditions of, and the obligations under, theCredit Agreement and the Note, but is exclusively intended to reflect that the Credit Agreement hasbeen amended by a First Amendment, and shall not affect any of the obligations of Borrower underthe Credit Agreement or under the Note (as amended hereby), all of which obligations shall continuein full force and effect as if originally incurred by Borrower as herein set forth. Capitalizedterms not otherwise defined herein shall have the meanings given to such terms in the Note.**[***Remainder of Page Intentionally Left Blank***]**
 

 
Executed in San Juan, Puerto Rico, on June 30, 2005.       **TELECOMUNICACIONES DE PUERTO RICO, INC.**,  as Borrower       By: /s/ María Elena de la Cruz         María Elena de la Cruz    Treasurer       **BANCO POPULAR DE PUERTO RICO,**  as Lender       By: /s/ Héctor Becemberg         Héctor Becemberg    Assistant Vice President       **BANCO POPULAR DE PUERTO RICO**, as  Administrative Agent       By: /s/ Héctor Becemberg         Héctor Becemberg    Assistant Vice President       ACKNOWLEDGED:  **PUERTO RICO TELEPHONE COMPANY, INC.**,  as Guarantor       By: /s/ María Elena de la Cruz         María Elena de la Cruz    Treasurer