0000950134-06-006452 Sample Contracts

CREDIT AGREEMENT Dated as of February 28, 2006
Credit Agreement • April 3rd, 2006 • Telecomunicaciones De Puerto Rico Inc • Telephone communications (no radiotelephone) • New York

TELECOMUNICACIONES DE PUERTO RICO, INC., a Puerto Rico corporation (the “Borrower”), PUERTO RICO TELEPHONE COMPANY, INC., a Puerto Rico corporation (“PRTC” and, collectively with each Significant Subsidiary (as hereinafter defined) that shall become a guarantor hereunder in accordance with Section 5.01(j), the “Guarantors”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuers of letters of credit (the “Initial Issuing Banks”) listed on the signature pages hereof and Citibank, N.A. (“Citibank”), as administrative agent (in such capacity, the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

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ESOP LOAN AGREEMENT
Esop Loan Agreement • April 3rd, 2006 • Telecomunicaciones De Puerto Rico Inc • Telephone communications (no radiotelephone) • New York

THIS ESOP LOAN AGREEMENT (the “Loan Agreement”), executed and delivered this 4th day of November 2005, by and between the TRUST OF THE EMPLOYEE STOCK OWNERSHIP PLAN OF TELECOMUNICACIONES DE PUERTO RICO, INC. (the “Borrower”), and Telecomunicaciones de Puerto Rico, Inc., a corporation organized and existing under the laws of Puerto Rico (the “Company”).

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