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                                                                   EXHIBIT 10.24

                           REVOLVING CREDIT AGREEMENT

                            DATED AS OF JUNE 28, 2001

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

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.02 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

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

         "Advance" means a Revolving Credit Advance.

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

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

         "Applicable Margin" means 0.30% per annum, for any Interest Period.

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

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

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

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

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

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

         "Borrowing" means a Revolving Credit Borrowing.

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

         "BBVA Indebtedness" means those certain revolving credit facilities in
a maximum aggregate principal amount of up to $50,000,000 extended to the
Borrower pursuant to that certain 364-Day Credit Agreement dated as of June 28,
2001, among the Borrower, the Guarantors, Banco Bilbao Vizcaya Argentaria Puerto
Rico, as administrative agent, and the Lenders party thereto, for working
capital and other general corporate purposes of the Borrower.

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

         "Commitment" has the meaning specified in Section 2.01.

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

         "Consolidated Assets" means, for any period, 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 preceding such period.

         "Controlling Interest" means: (a) ownership of at least 38% plus one
share of the Voting Stock of the Borrower; and (b) the ability to appoint a
majority of the Board of Directors of the Borrower.

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

         "Debt" of any Person means, without duplication: (a) all indebtedness
of such Person for borrowed money; (b) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of such Person's business for which collection
proceedings have not been commenced, provided that trade payables for which
collection proceedings have commenced shall not be included in the term "Debt"
so long as the payment of such trade payables is being contested in good faith
and by proper proceedings and for which appropriate reserves are being
maintained); (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments; (d) all obligations of such Person
created or arising under any conditional sale or other similar title retention
agreement with respect to Property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such Property); (e) all
obligations of such Person as lessee under leases that have been, in accordance
with GAAP, recorded as capital leases; (f) all obligations of such Person in
respect of acceptances, letters of credit or similar extensions of credit; (g)
all net obligations of such Person in respect of Hedge Agreements; (h) all Debt
of others referred to in clauses (a) through (g) above or clause (i) below
guaranteed directly, or indirectly through a Subsidiary, by such Person, or in
effect guaranteed directly, or indirectly through a Subsidiary, by such Person
through a written agreement either: (1) to pay or purchase such Debt or to
advance or supply funds for the payment or purchase of such Debt; or (2) to
purchase, sell or lease (as lessee or lessor) Property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such

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Debt or to assure the holder of such Debt against loss and: (i) all Debt
referred to in clauses (a) through (h) above secured by (or for which the holder
of such Debt has an existing right, contingent or otherwise, to be secured by)
any Lien on Property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Debt.

         "Debt to EBITDA Ratio" of any Person at any date means the ratio of:
(a) Debt of the types that, in accordance with GAAP, would be classified as
indebtedness on a Consolidated balance sheet of such Person on such date to (b)
EBITDA for the period of four fiscal quarters of such Person ended on or
immediately prior to such date, provided that for purposes of clause (a) of this
definition, Debt shall not include: (1) the obligations specified in clause (g)
of the definition thereof set forth above; or (2) with respect to the Borrower,
any obligations which may be assumed by the Borrower for guaranties of any
indebtedness of the Borrower's employee stock ownership plan up to an aggregate
principal amount of $26,100,000.

         "Default" means any Event of Default or any event that would constitute
an Event of Default but for the requirement that notice be given or time elapse
or both.

         "Disclosed Litigation" has the meaning specified in Section 3.01(b).

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

         "EBITDA to Interest Ratio" of any Person on any date means the ratio
of: (a) EBITDA for the period of four fiscal quarters of such Person ended on or
immediately prior to such date to (b) interest payable on, and amortization of
debt discount in respect of, all Debt of such Person for the period of four
fiscal quarters of such Person ended on or immediately prior to such date,
provided that for purposes of clause (b) of this definition, Debt shall not
include the obligations specified in clause (g) of the definition thereof set
forth above.

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

         "Eligible Assignee" means: (a) a Lender; (b) an Affiliate of a Lender
that is a financial institution and is majority-owned by such Lender or such
Lender's holding company; (c) a commercial bank organized under the laws of the
Commonwealth of Puerto Rico, the United States, or any State thereof, and having
total assets in excess of $3,000,000,000; (d) a savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $3,000,000,000; or (e) any other
Person approved by the Administrative Agent and the Borrower, such approval not
to be unreasonably withheld; provided, however, that neither the Borrower nor
any Affiliate of the Borrower shall qualify as an Eligible Assignee.

         "Environmental Action" means any action, suit, demand, demand letter,
claim, notice of non-compliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, Environmental Permit or Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment, including, without limitation: (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or
other actions or damages; and (b) by any governmental or regulatory authority or
any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.

         "Environmental Law" means any federal, state, local or foreign statute,
law, ordinance, rule, regulation, code, order, judgment, decree or judicial or
agency interpretation, policy or guidance relating to pollution or protection of
the environment, health, safety or natural resources, including, without
limitation, those relating to the use, handling, transportation, treatment,
storage, disposal, release or discharge of Hazardous Materials.

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

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

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         "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.

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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11:00 A.M., Atlantic Standard Time, two Business Days prior to the commencement
of such Interest Period, for delivery on the date of commencement of such
Interest Period.

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

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

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

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

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

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

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

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

         "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that: (a) is maintained for employees of any Loan
Party or any ERISA Affiliate and at least one Person other than such Loan Party
and the ERISA Affiliates; or (b) was so maintained and in respect of which any
Loan Party or any ERISA Affiliate could have liability under Section 4064 or
4069 of ERISA in the event such plan has been or were to be terminated.

         "Note" means a Revolving Credit Note.

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

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

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

         "Permitted Liens" means, with respect to any Person: (a) Liens for
taxes, assessments and governmental charges and levies to the extent not
required to be paid under Section 5.01(b) hereof; (b) pledges or deposits to
secure obligations under workers' compensation laws or similar legislation; (c)
pledges or deposits to secure performance in connection with bids, tenders,
contracts (other than contracts for the payment of money) or leases to which
such Person is a party; (d) deposits to secure public or statutory obligations
of such Person; (e) materialmen's, mechanics', carriers', workers', repairmen's
or other like Liens in the ordinary course of business, or deposits to obtain
the release of such Liens to the extent such Liens, in the aggregate, would not
have a Material Adverse Effect; (f) deposits to secure surety and appeal bonds
to which such Person is a party; (g) other pledges or deposits for similar
purposes in the ordinary course of business; (h) Liens created by or resulting
from any litigation or legal proceeding which at the time is currently being
contested in good faith by appropriate proceedings; (i) leases made, or existing
on Property acquired, in the ordinary course of business; (j) landlord's Liens
under leases to which such Person is a party; (k) zoning restrictions,
easements, licenses, and restrictions on the use of real Property or minor
irregularities in title thereto, which do not materially impair the use of such
Property in the operation of the business of such Person or the value of such
Property for the purpose of such business; and (l) bankers' liens, rights of
set-off



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or analogous rights granted or arising by operation of law to any deposits held
by or other indebtedness owing by any lender or any affiliate thereof to or for
the credit or account of such person.

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Significant Subsidiary" means, at any time, with respect to the
Borrower, any Subsidiary, other than a Receivables Subsidiary, the assets of
which, in the aggregate, exceed 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.


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         "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) and GITI.

         "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of: (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency); (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture; or (c) the beneficial interest
in such trust or estate, is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person's other Subsidiaries.

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

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

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

         "Verizon" means Verizon Communications Inc., a Delaware corporation, or
its successor.

         "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.

                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01 The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate amount
not to


                                                                               8
<PAGE>   9


exceed at any time outstanding the amount set forth opposite such Lender's name
on the signature pages hereof or, if such Lender has entered into any Assignment
and Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 9.07(d), as such amount may be reduced
pursuant to Section 2.04 (such Lender's "Commitment"). Each Revolving Credit
Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple
of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances
of the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Within the limits of this Section 2.01, the Borrower may
borrow under this Section 2.01, prepay pursuant to Section 2.09, reborrow under
this Section 2.01 and may Convert Borrowings of one Type into Borrowings of
another Type as provided for in Section 2.08.

         SECTION 2.02 Making the Revolving Credit Advances. (a) Each Revolving
Credit Borrowing shall be made on notice, given not later than 11:00 A.M.
(Atlantic Standard Time) on the Business Day of the proposed Revolving Credit
Borrowing by the Borrower to the Administrative Agent, which shall give to each
Lender prompt notice thereof by telecopier or telex. Each such notice of a
Revolving Credit Borrowing (a "Notice of Revolving Credit Borrowing") shall be
by telephone, confirmed immediately in writing, or telecopier or telex in
substantially the form of Exhibit B hereto, specifying therein the requested:
(i) date of such Revolving Credit Borrowing; (ii) Type of Advances comprising
such Revolving Credit Borrowing; (iii) aggregate amount of such Revolving Credit
Borrowing; and (iv) in the case of a Revolving Credit Borrowing consisting of
LIBOR Rate Advances, initial Interest Period for each such Revolving Credit
Advance. Each Lender shall, before 2:00 PM (Atlantic Standard Time) on the date
of such Revolving Credit Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of such
Revolving Credit Borrowing. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower at
the Borrower's Account.

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

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

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

                  (e) The failure of any Lender to make the Revolving Credit
Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation hereunder to make its


                                                                               9
<PAGE>   10


Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

         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 0.125%, payable quarterly in
arrears on the last day of each March, June, September and December, commencing
on September 30, 2001, and on the Termination Date.

         SECTION 2.04 Termination or Reduction of the Commitments. (a) The
Borrower shall have the right, upon at least three Business Days' notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the unused
portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof.

                  (b) The aggregate amount of the Commitments shall be
automatically reduced to zero on the Termination Date.

                  (c) The Commitments once terminated or reduced may not be
reinstated.

         SECTION 2.05 Repayment of Revolving Credit Advances. The Borrower shall
repay to the Administrative Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding.

         SECTION 2.06 Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Revolving Credit Advance owing
to each Lender from the date of such Advance until such principal amount shall
be paid in full, at the following rates per annum:

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

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

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

         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).

                  (b) If, with respect to any LIBOR Rate Advances, the Required
Lenders notify the Administrative Agent that the LIBOR Rate for any Interest
Period for such Advances will not adequately reflect the


                                                                              10
<PAGE>   11


cost to such Required Lenders of making, funding or maintaining their respective
LIBOR Rate Advances for such Interest Period, the Administrative Agent shall
forthwith so notify the Borrower and the Lenders, whereupon: (i) each LIBOR Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance; and (ii) the obligation of the
Lenders to make, or to Convert Revolving Credit Advances into, LIBOR Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

                  (c) 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.

                  (d) 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.

                  (e) 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.

                  (f) 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 Revolving Credit Advances into LIBOR Rate Advances
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.

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

         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 Revolving
Credit Advances comprising part of the same Borrowing in whole or ratably in
part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that: (x) each partial prepayment
shall be in an aggregate principal amount of $1,000,000 or an integral multiple
of $1,000,000 in excess thereof, and the Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 9.04(c).


                                                                              11
<PAGE>   12


         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 such
notice. A certificate as to the amount of such increased cost, submitted to the
Borrower and the Administrative Agent by such Lender, shall be conclusive and
binding for all purposes, absent error in the calculation of such amount.

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

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

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

         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. (Atlantic
Standard Time) on the day when due in U.S. dollars to the Administrative Agent
at the Administrative Agent's Account in same day funds. The Administrative
Agent will

                                                                              12
<PAGE>   13

promptly thereafter cause to be distributed like funds relating to the payment
of principal or interest or facility fees ratably (other than amounts payable
pursuant to Section 2.11 or 9.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement.

                  (b) All computations of interest based on the Base Rate, LIBOR
Rate and of facility fees shall be made by the Administrative Agent on the basis
of a year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or facility fees are payable. Each determination by the Administrative
Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent error in the calculation of such interest rate.

                  (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 excluding, in the case of
each Lender and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it in lieu of net income taxes (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). Subject to subsections (e) and (f) below,
if the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable hereunder or under any Note to any Lender or the
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.

                  (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 as a result of the introduction of or
any change in or in the interpretation of any law or regulation after the
Effective Date (hereinafter referred to as "Other Taxes").

                  (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) and any liability (including
penalties, interest and expenses but excluding any taxes imposed by any
jurisdiction on amounts payable under this Section 2.13) arising therefrom or
with respect thereto. This indemnification shall be made within 30 days from the
date such Lender or the Administrative Agent (as the case may be) makes written


                                                                              13
<PAGE>   14


demand therefor.

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

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


                                                                              14
<PAGE>   15


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.

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

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

         SECTION 2.15 Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely for
working capital and general corporate purposes of the Borrower and its
Subsidiaries, provided that such proceeds shall not be used for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of Governors of the Federal Reserve System).

                                   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 (the "Effective Date") on which the following conditions precedent have
been satisfied:

                  (a) There shall have occurred no Material Adverse Change since
December 31, 2000.

                  (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 or any Note or the consummation of the
transactions contemplated hereby, and there shall have been no material adverse
change in the status, or financial effect on any Loan Party, of the Disclosed
Litigation from that described on Schedule 3.01(b) hereto.


                                                                              15
<PAGE>   16


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

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

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

                  (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 Revolving Credit
Notes) in sufficient copies for each Lender:

                           (i) The Revolving 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 documents to
                  be delivered hereunder.

                           (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 Sandra Torres, Acting Vice
                  President and General Counsel for the Loan Parties,
                  substantially in the form of Exhibit D hereto.



                                                                              16
<PAGE>   17


         SECTION 3.02 Conditions Precedent to Each Revolving Credit Borrowing.
The obligation of each Lender to make a Revolving Credit Advance on the occasion
of each Revolving Credit Borrowing shall be subject to the conditions precedent
that the Effective Date shall have occurred and on the date of such Revolving
Credit Borrowing the following statements shall be true (and each of the giving
of the applicable Notice of Revolving Credit Borrowing and the acceptance by the
Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):

                  (a) the representations and warranties contained in Section
4.01 are correct in all material respects on and as of the date of such
Revolving Credit Borrowing, before and after giving effect to such Revolving
Credit Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date, and

                  (b) no event has occurred and is continuing, or would result
from such Revolving Credit Borrowing or from the application of the proceeds
therefrom, that constitutes a Default.

         SECTION 3.03 Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lenders unless
an officer of the Administrative Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender
prior to the date that the Borrower, by notice to the Lenders, designates as the
proposed Effective Date, specifying its objection thereto. The Administrative
Agent shall promptly notify the Lenders of the occurrence of the Effective
Date.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01 Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

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

                  (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 necessary corporate action, and do not
contravene: (i) such Loan Party's charter or by-laws (or other equivalent
organizational documents); or (ii) any law or any material contractual
restriction binding on or affecting such Loan Party or, to the knowledge of the
chief financial officer of the Borrower, any other contract the breach of which
would limit the ability of any Loan Party to perform its obligations under this
Agreement or the Notes; and (ii) will not result in the creation or imposition
of any Lien upon any Property of the Borrower or any of its Subsidiaries
pursuant to the terms of any agreement or instrument.

                  (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 each Guarantor. Assuming
that this Agreement has been duly executed by the Administrative Agent and each
of the


                                                                              17
<PAGE>   18


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

                  (e) The Consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2000, and the related Consolidated statements of
income and cash flows of the Borrower and its Subsidiaries for the fiscal year
then ended, accompanied by an opinion of Deloitte & Touche LLP, independent
public accountants, copies of which have been furnished to each Lender, fairly
present the Consolidated financial condition of the Borrower and its
Subsidiaries as at such date and the Consolidated results of the operations of
the Borrower and its Subsidiaries for the periods 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.

                  (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) Each of the Loan Parties has obtained all environmental,
health and safety permits, licenses and other authorizations required under all
Environmental Laws to carry on its business as now being or as proposed to be
conducted, except to the extent failure to have any such permit, license or
authorization would not (either individually or in the aggregate) have a
Material Adverse Effect. Each of such permits, licenses and authorizations is in
full force and effect and each of the Borrower and its Subsidiaries is in
compliance with the terms and conditions thereof, and is also in compliance with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any applicable
Environmental Law or in any regulation, code, plan, order, decree, judgment,
injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent failure to comply therewith would not (either
individually or in the aggregate) have a Material Adverse Effect.

                  (j) [Reserved].

                  (k) Pari Passu Status. (i) The obligations of the Loan Parties
hereunder and under the Notes, and the obligations of the Loan Parties under the
Citibank Indebtedness and the BBVA Indebtedness are of equal priority (pari
passu); and (ii) except for any rights to set-off in favor of the agent(s) or
the lenders under Section 9.05 of the Five-Year Credit Agreement (as described
in the definition of Citibank Indebtedness), no Lien over any Property of the
Loan Parties has been granted in favor of the lenders party to such agreement,
as security for the obligations of the Borrower and its Subsidiaries under the
Citibank Indebtedness and the BBVA Indebtedness.

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


                                                                              18
<PAGE>   19


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

                  (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 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 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.

                  (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


                                                                              19
<PAGE>   20


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 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 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 Administrative Agent by Deloitte & Touche LLP or other
                  independent public accountants of nationally recognized
                  standing, provided that in the event of any change in GAAP
                  used in the preparation of such financial statements, the
                  Borrower shall also provide, if necessary for the
                  determination of compliance with Section 5.03, a statement of
                  reconciliation showing the calculations used for purposes of
                  Section 5.03;

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


                                                                              20
<PAGE>   21


                  (k) Performance of Agreements. The Borrower will take all
action and do all things which it is authorized by law or contract to take and
to do in order to perform and observe and to cause the Loan Parties to perform
and observe, all covenants and agreements on its or their part to be performed
and observed under this Agreement and the Notes.

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

                  (m) Certain Obligations Respecting Subsidiaries. The Borrower
will take such action, and will cause each of its Significant Subsidiaries and
any Significant Subsidiary formed with the intent of merging with or into a
Person that will be a Significant Subsidiary subject to this provision to take
such action, from time to time as shall be necessary to ensure that all
Significant Subsidiaries of the Borrower are party to, as Loan Parties, the
Guaranty provided in Article VII hereof. Without limiting the generality of the
foregoing, in the event that the Borrower or any of its Significant Subsidiaries
shall form or acquire any new Significant Subsidiary, the Borrower or the
respective Significant Subsidiary will cause such new Significant Subsidiary to:
(i) become a party hereto and to the Guaranty pursuant to a written instrument
in form and substance satisfactory to the Agent; and (ii) 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 Section 3.01 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 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 and other undisclosed
                  Liens existing on the Effective Date securing obligations in
                  aggregate amount not to exceed $10,000,000,

                           (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,


                                                                              21
<PAGE>   22



                           (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 its Property or assets to, any other
Subsidiary of the Borrower; (ii) any Subsidiary of the Borrower may merge into
or dispose of assets to the Borrower; and (iii) the Borrower may merge with any
Subsidiary of Verizon so long as the surviving corporation assumes to the
reasonable satisfaction of the Administrative Agent all obligations of the
Borrower hereunder and under the Notes, and the Guarantors confirm in writing
their guarantee obligations hereunder upon the occurrence of and following such
merger, and provided, in each case, that no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom.

                  (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 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 between the Guarantors 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 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 each of the Guarantors 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


                                                                              22
<PAGE>   23


                           (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:

                  (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
3.0:1.0.


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

                  (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), 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 any Guarantor or shall cease to
be in full force and effect or any 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
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


                                                                              23
<PAGE>   24


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) The Borrower or any of its Subsidiaries shall generally
not pay their respective debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Borrower or its Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for it or for any
substantial part of its Property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or for any substantial part of its Property)
shall occur; or the Borrower or its Subsidiaries shall take any corporate action
to authorize any of the actions set forth in this subsection (f) under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors; or

                  (g) Any judgment or order for the payment of money in excess
of $30,000,000 shall be rendered against the Borrower or its Subsidiaries and
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order for which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; provided,
however, that any such judgment or order shall not be an Event of Default under
this Section 6.01(g) if and for so long as: (i): (A) the amount of such judgment
or order is covered by a valid and binding policy of insurance between the
defendant and the insurer or insurers covering payment thereof; (B) such insurer
shall be rated, or, if more than one insurer, at least 90% of such insurers as
measured by the amount of risk insured, shall be rated, at least "A-" by A.M.
Best Company or its successor or its successors; and (C) such insurer(s) has
been notified of, and has not disputed the claim made for payment of, the amount
of such judgment or order; or (ii): (A) the amount of such judgment or order is
covered by a valid and binding indemnification agreement between the defendant
and an indemnitor; (B) such indemnitor shall have a rating for any class of its
non-credit enhanced long-term senior unsecured debt of not lower than BBB+ by
S&P or Baa3 by Moody's; and (C) such indemnitor has been notified of, and has
not disputed the claim made for payment of, the amount of such judgment or
order; or

                  (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
either 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;

then, and in any such event, the Administrative Agent: (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances to be


                                                                              24
<PAGE>   25


terminated, whereupon the same shall forthwith terminate; and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Notes, all interest thereon and all other amounts payable
under this Agreement to be forthwith due and payable, whereupon the Notes, all
such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower; provided, however, that in
the event of an actual or deemed entry of an order for relief with respect to
the Borrower under the Federal Bankruptcy Code: (A) the obligation of each
Lender to make Advances shall automatically be terminated; and (B) the Notes,
all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.


                                   ARTICLE VII
                                    GUARANTY

         SECTION 7.01 Guaranty; Limitation of Liability. (a) Each Guarantor
hereby unconditionally and irrevocably, jointly and severally ("in solidum")
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all obligations of each other Loan Party now or
hereafter existing under this Agreement or any Note, whether for principal,
interest, fees, expenses or otherwise (such obligations, to the extent not paid
by such Loan Party or specifically waived in accordance with Section 9.01, being
the "Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred by the Administrative Agent or
the Lenders in enforcing any rights under this Article VII ("this Guaranty").
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any Loan Party to the Administrative Agent or any Lender
under this Agreement or any Note but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Loan Party.

                           (b) (i) Each Guarantor and, by its acceptance of this
                  Guaranty, the Administrative Agent and each other Lender,
                  hereby confirms that it is the intention of all such parties
                  that this Guaranty not constitute a fraudulent transfer or
                  fraudulent conveyance for purposes of Bankruptcy Law, the
                  Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
                  Transfer Act or any similar Federal, state or Commonwealth of
                  Puerto Rico law to the extent applicable to this Guaranty. To
                  effectuate the foregoing intention, the Administrative Agent,
                  each other Lender and each Guarantor hereby irrevocably agrees
                  that, notwithstanding the fact that this is a joint and
                  several Guaranty, the obligations of each Guarantor under this
                  Guaranty shall not exceed the greater of: (A) the benefit
                  realized by such Guarantor from the proceeds of the Advances
                  made from time to time by the Borrower to such Guarantor; and
                  (B) the maximum amount that will, after giving effect to such
                  maximum amount and all other probable contingent and fixed
                  liabilities of such Guarantor that are relevant under
                  applicable law, and after giving effect to any collections
                  from, rights to receive contribution from, or payments made by
                  or on behalf of the other Guarantor in respect of the
                  obligations of such other Guarantor under this Guaranty,
                  result in the obligations of such Guarantor under this
                  Guaranty not constituting a fraudulent transfer or fraudulent
                  conveyance. For purposes hereof, "Bankruptcy Law" means Title
                  11, United States Code, or any similar Federal, state or
                  Commonwealth of Puerto Rico law for the relief of debtors.

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

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


                                                                              25
<PAGE>   26


                  the Lenders as security for the payment and performance of the
                  Borrower's obligations to the Administrative Agent and/or the
                  Lenders.

         SECTION 7.02 Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the Notes, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Administrative Agent or the Lenders with respect thereto. The
obligations of each Guarantor under this Guaranty are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and
prosecuted against such Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Borrower or the other Guarantor or
whether the Borrower or the other Guarantor is joined in any such action or
actions. The liability of each Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and, to the maximum
extent permitted by law, each Guarantor hereby irrevocably waives, any defenses
it may now or hereafter have in any way relating to, any or all of the
following:

                  (a) any lack of validity or enforceability of this Agreement,
the Notes 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 or any
Note, 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, any Guarantor, the Borrower or any other
guarantor or surety other than payment when due.

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

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

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

                           (i) exercise or refrain from exercising any rights
                  against the Borrower or others (including, without limitation,
                  any other guarantor of payment of the Guaranteed Obligations)
                  or


                                                                              26
<PAGE>   27


                  otherwise act or refrain from acting, whether under the Credit
                  Agreement or under rights and remedies that the Lenders may
                  now or hereafter have under any collateral given thereunder or
                  henceforth; and when making any demand hereunder against
                  either or both the Guarantors, the Lenders or the
                  Administrative Agent for the benefit of the Lenders, may, but
                  shall be under no obligation to, make a similar demand on any
                  other guarantor of payment of the Guaranteed Obligations, and
                  any failure by the Lenders or the Administrative Agent to make
                  any such demand or to collect any payments from any other
                  guarantor or any release of another guarantor of payment of
                  the Guaranteed Obligations shall not relieve the Guarantors of
                  their obligations and liabilities hereunder, and shall not
                  release, impair or affect the rights and remedies, express or
                  implied, or as a matter of law, of the Lenders against the
                  Guarantors (for the purposes hereof, "demand" shall include
                  the commencement and continuation of any legal proceedings);

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

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

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

         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 each Guarantor, its successors and assigns; and (c) inure to the benefit of
and be enforceable by the Lenders, the Administrative Agent and their
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), any Lender may assign or otherwise transfer all or any
portion of its rights and obligations hereunder (including, without limitation,
all or any portion of its Commitment, the Advances owing to it and the Note or
Notes held by it) to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender
herein or otherwise, in each case as provided in Section 9.07.

         SECTION 7.05 Subrogation. Neither Guarantor will exercise any rights
that it may now or hereafter acquire against the Borrower or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's obligations under this Guaranty, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any Lender against the Borrower, the other Guarantor or
any other insider guarantor or any collateral, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Borrower, the other
Guarantor or any other insider guarantor, directly or indirectly, in cash or
other Property or by set-off or in any other manner, payment or security solely
on account of such claim, remedy or right, unless and until all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and the Termination Date shall have occurred. If
any amount shall be paid to either Guarantor in violation of the preceding
sentence at any time prior to the later of the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty and the
Termination Date, such amount shall be held in trust for the benefit of the
Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent to be credited and applied to the Guaranteed Obligations
and all other amounts payable under this Guaranty, whether matured or unmatured,
in accordance with the terms of this Guaranty, or to be held as collateral for
any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If: (i) either Guarantor shall make payment to the
Administrative Agent or any Lender of all or any part of the Guaranteed
Obligations; (ii) all of the Guaranteed


                                                                              27
<PAGE>   28


Obligations and all other amounts payable under this Guaranty shall be paid in
full in cash; and (iii) the Termination Date shall have occurred, the
Administrative Agent and the Lenders will, at such Guarantor's request and
expense, execute and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by such Guarantor.

                                  ARTICLE VIII
                            THE ADMINISTRATIVE AGENT

         SECTION 8.01 Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder with such powers as are specifically delegated to the Administrative
Agent by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto. The Administrative Agent (which term as used in
this sentence and in Section 8.05 and the first sentence of Section 8.06 hereof
shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents): (a) shall have no duties or
responsibilities except those expressly set forth in this Agreement , and shall
not by reason of this Agreement be a trustee for any Lender; (b) shall not be
responsible to the Lenders for any recitals, statements, representations or
warranties contained in this Agreement, or in any certificate or other document
referred to or provided for in, or received by any of them under, this Agreement
or any other document executed hereunder, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, any
Note or any other document referred to or provided for herein or therein or for
any failure by the Borrower or any other Person to perform any of its
obligations hereunder or thereunder; (c) shall not be required to initiate or
conduct any litigation or collection proceedings hereunder or under any other
document executed hereunder; and (d) shall not be responsible for any action
taken or omitted to be taken by it hereunder or under any other document or
instrument referred to or provided for herein or therein or in connection
herewith or therewith, except for its own gross negligence or willful
misconduct. The Administrative Agent may employ agents and attorneys-in-fact and
shall not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Administrative Agent may
deem and treat the payee of any Note as the holder thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof shall
have been filed with the Administrative Agent.

         SECTION 8.02 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telex,
telegram or cable) believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel, independent accountants and other experts
selected by the Administrative Agent. As to any matters not expressly provided
for by this Agreement or any other documents, the Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
or thereunder in accordance with instructions given by the Required Lenders or,
if provided herein, in accordance with the instructions given by all of the
Lenders as is required in such circumstance, and such instructions of such
Lenders and any action taken or failure to act pursuant thereto shall be binding
on all of the Lenders.

         SECTION 8.03 Defaults. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Lender or any Loan Party
specifying such Default and stating that such notice is a "Notice of Default".
In the event that the Administrative Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall (subject to Section 8.07
hereof) take such action with respect to such Default as shall be directed by
the Required Lenders, provided that, unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interest of the
Lenders except to the extent that this Agreement expressly requires that such
action be taken, or not be taken, only with the consent or upon the
authorization of the Required Lenders, or all of the Lenders.

         SECTION 8.04 Rights as a Lender. With respect to its Commitments and
the Advances made by it, the Administrative Agent (and any successor acting as
Administrative Agent) in its capacity as a Lender hereunder shall have the same
rights and powers hereunder as any other Lender and may exercise the same as
though it were not


                                                                              28
<PAGE>   29


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

         SECTION 8.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 9.04 hereof,
but without limiting the obligations of the Borrower under said Section 9.04,
ratably in accordance with the aggregate principal amount of the Advances held
by the Lenders (or, if no Loans are at the time outstanding, ratably in
accordance with their respective Commitments), for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses that the Borrower
is obligated to pay under Section 9.04 hereof, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent they arise
from the gross negligence or willful misconduct of the party to be indemnified.

         SECTION 8.06 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and its Subsidiaries and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or under any other documents.
The Administrative Agent shall not be required to keep itself informed as to the
performance or observance by any Loan Party of this Agreement or any of the
other documents or any other document referred to or provided for herein or
therein or to inspect the Properties or books of the Borrower or any of its
Subsidiaries. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder or under the documents, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of the
Borrower or any of its Subsidiaries (or any of their affiliates) that may come
into the possession of the Administrative Agent or any of its Affiliates.

         SECTION 8.07 Failure to Act. Except for action expressly required of
the Administrative Agent hereunder and under the other documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 8.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

         SECTION 8.08 Resignation or Removal of Administrative Agent. Subject to
the appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Borrower, and the Administrative Agent may be removed at
any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent with the prior consent of the Borrower (which
consent shall not be unreasonably withheld); provided that no such consent of
the Borrower shall be required if an Event of Default has occurred and is
continuing and the Commitments have been terminated and/or the Loans and other
amounts payable by the Loan Parties hereunder have been declared forthwith due
and payable. If no successor Administrative Agent shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, that shall be a bank with a combined capital and surplus
of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor


                                                                              29
<PAGE>   30


Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Section 8 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent hereunder.


                                   ARTICLE IX
                                 MISCELLANEOUS

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

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

         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



                                                                              30
<PAGE>   31



                  P.O. Box 360998
                  San Juan, Puerto Rico 00936-0998,
                  Attention:  Frank Gatto, Vice President
                  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:  Frank Gatto, Vice President
                  Chief Financial Officer
                  Facsimile No: (787) 749-9024

                  with a copy to

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

                  if to CTI, at

                  Celulares Telefonica, Inc.
                  1515 Roosevelt Avenue
                  12th Floor,
                  Guaynabo, Puerto Rico 00968

                  or



                                                                              31
<PAGE>   32





                  P.O. Box 360998
                  San Juan, Puerto Rico 00936-0998,
                  Attention:  Frank Gatto, Vice President
                  Chief Financial Officer
                  Facsimile No: (787) 749-9024

                  with a copy to

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

if to any Lender, at its Applicable Lending Office specified opposite its name
on Schedule I hereto; and if to the Administrative Agent, at its address at 209
Munoz Rivera Avenue, Hato Rey, Puerto Rico, Attention: Manager - Structured
Finance Division; or, as to any Loan Party or the Administrative Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Administrative Agent. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the first class mails or, in the case
of international delivery, when deposited with mails or couriers that deliver
within two Business Days or telecopied, provided that notices and communications
to the Administrative Agent pursuant to Article II, III or VIII shall not be
effective until received by the Administrative Agent, and provided, further,
that notices and communications to any Person required to be provided hereunder
within five Business Days shall only be made by hand or via telecopy or courier.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
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. (a) The Borrower agrees to pay on
demand all reasonable out-of-pocket costs and expenses of the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, the reasonable fees
and expenses of Martinez Odell & Calabria, counsel for the Administrative Agent.
Such expenses shall be paid by the Borrower upon presentation of an itemized
statement of account (after the Borrower has had reasonable time to review such
statement of account) following consummation of the transactions contemplated by
this Agreement. The Borrower further agrees to pay on demand all costs and
expenses of the Administrative Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Administrative Agent and each Lender in connection with the enforcement of
rights under this Section 9.04(a).

                  (b) 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


                                                                              32
<PAGE>   33



Borrower or any of their respective Subsidiaries or any Environmental Action
relating in any way to the Borrower or any of their respective Subsidiaries, in
each case whether or not such investigation, litigation or proceeding is brought
by any Loan Party, its directors, shareholders or creditors or an Indemnified
Party or any other Person or any Indemnified Party is otherwise a party thereto
and whether or not the transactions contemplated hereby are consummated, except
to the extent such claim, damage, loss, liability or expense: (A) is found by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct; (B) arises from disputes among two or
more Lenders (but not including any such dispute that involves a Lender to the
extent such Lender is acting in any different capacity (i.e., Administrative
Agent or Arranger) under the Credit Agreement or the Notes or to the extent that
it involves the Administrative Agent's syndication activities); or (C) arises
from or relates to a breach by such Indemnified Party of its obligations under
this Agreement. The Borrower also agrees not to assert any claim against the
Administrative Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory
of liability, for special, indirect, consequential or punitive damages arising
out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

                  (c) 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.

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

         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 the Borrower and the Administrative Agent and when the
Administrative Agent shall have been notified by each Lender that such Lender
has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, the Guarantors, the Administrative Agent and each Lender and their
respective successors and assigns, except that neither the Borrower nor the
Guarantors shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.

         SECTION 9.07 Assignments and Participations. (a) Each Lender may, with
the consent of the Administrative Agent (except as provided in clause (g) below)
and the Borrower (such consent not to be unreasonably withheld) and, if demanded
by the Borrower pursuant to Section 9.01(b) or following a request for a payment
to or on behalf of such Lender under Section 2.10 or Section 2.13 or following a
notice given by such Lender pursuant to Section 2.11, upon at least ten Business
Days' notice to such Lender and the Administrative


                                                                              33
<PAGE>   34


Agent, will, assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); provided, that the Borrower may make
demand with respect to a Lender that has given notice pursuant to Section 2.11
only if the Borrower makes such demand of all Lenders similarly situated that
have given such notice; provided, further, that: (i) each such assignment shall
be of a constant, and not a varying, percentage of all rights and obligations
under this Agreement and the Revolving Credit Notes; (ii) except in the case of
an assignment to a Person that, immediately prior to such assignment, was a
Lender, or an assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iii) each
such assignment shall be to an Eligible Assignee; (iv) each such assignment made
as a result of a demand by the Borrower shall be arranged by the Borrower after
consultation with the Administrative Agent and shall be either an assignment of
all of the rights and obligations of the assigning Lender under this Agreement
or an assignment of a portion of such rights and obligations made concurrently
with another such assignment or other such assignments that together cover all
of the rights and obligations of the assigning Lender under this Agreement; (v)
no Lender shall be obligated to make any such assignment as a result of a demand
by the Borrower unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal and all other amounts payable to such Lender
under this Agreement; (vi) no Lender shall at any time have more than two (2)
assignees that were not Initial Lenders; and (vii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Notes subject to such assignment and a processing and
recordation fee of $2,500 (which shall be paid by Persons other than the
Borrower unless such assignment is made as a result of a demand by the
Borrower). Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance; (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder; and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights other than rights of indemnification under Section 9.04 or
otherwise relating to a time prior to the effective date of such Assignment and
Acceptance and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

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

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender, an assignee representing that it is an Eligible Assignee
and the Borrower, together with the Revolving Credit Note or


                                                                              34
<PAGE>   35


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

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

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Borrower or any of its Affiliates) in or to
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and the Notes held by it); provided, however, that: (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
to the Borrower hereunder) shall remain unchanged; (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations; (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement; (iv) the Borrower, the Administrative Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement; and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by the Borrower therefrom, except that a Lender may
agree with a participant as to the manner in which the Lender shall exercise the
Lender's rights to approve any amendment, waiver or consent to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.

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

         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, or another Lender or any such
Affiliate, their respective directors, employees, auditors, affiliates or
counsel who shall agree to be bound by the terms of this provision) any
information with respect to the Loan Parties or any Subsidiary thereof contained
in financial statements, projections or reports provided to the Administrative
Agent, any Lender or any Affiliate thereof by, or on behalf of, the Loan Parties
or any Subsidiary, provided that the Administrative Agent, any Lender or any
Affiliate thereof may disclose any such information: (a) as has become generally
available to the public in a manner, or through actions, which do not violate
the terms of this Section 9.08; (b) to, or as may be required or appropriate in
any report, statement or testimony submitted to, any municipal, state,
Commonwealth of Puerto Rico, or federal regulatory body having or claiming to
have jurisdiction over the Administrative Agent, any Lender or any Affiliate
thereof or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors; (c) as may be required or appropriate in response to any
summons or subpoena or in connection with any litigation; (d) in order to comply


                                                                              35
<PAGE>   36



with any law, order, regulation or ruling applicable to the Administrative
Agent, any Lender or any Affiliate thereof; and (e) to a prospective co-lender
or participant in the amounts outstanding hereunder or under the Advances,
provided, however, that such prospective co-lender or participant executes an
agreement containing provisions substantially identical to those contained in
this Section 9.08 and which shall by its terms inure to the benefit of the
Borrower and provided, further, that to the extent practicable, the
Administrative Agent, each Lender and their respective Affiliates shall use
reasonable best efforts to provide prior written notice of such disclosure to
the Borrower.

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

                  (b) 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.

                  (c) 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 or the
Notes 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.

         SECTION 9.13 Exhibits and Schedules Incorporated. The Exhibits and
Schedules annexed hereto are hereby incorporated by reference herein as part of
this Agreement with the same effect as if set forth in the body hereof.


                                                                              36
<PAGE>   37


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

                        TELECOMUNICACIONES DE PUERTO RICO, INC., as
                        Borrower


                        By: /s/ Frank P. Gatto
                           ----------------------------------------------------
                           Frank P. Gatto
                           Vice President
                           Chief Financial Officer

                        PUERTO RICO TELEPHONE COMPANY, INC., as Guarantor


                        By: /s/ Frank P. Gatto
                           ----------------------------------------------------
                           Frank P. Gatto
                           Vice President
                           Chief Financial Officer

                        CELULARES TELEFONICA, INC., as
                        Guarantor


                        By: /s/ Frank P. Gatto
                           ----------------------------------------------------
                           Frank P. Gatto
                           Vice President
                           Chief Financial Officer



                        BANCO POPULAR DE PUERTO RICO,
                        as Lender


                        By:
                           ----------------------------------------------------
                        Name:
                        Title:

                        BANCO POPULAR DE PUERTO RICO, as Administrative Agent


                        By:
                           ----------------------------------------------------
                           Name:
                           Title:



                                                                              37
<PAGE>   38



                                   The Lenders


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

                                   By:
                                      ----------------------------------
                                   Name:
                                   Title:

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



                                                                              38