TELECOMUNICACIONES DE PUERTO RICO INC
ISDA MASTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>5
<FILENAME>d92051ex10-28.txt
<DESCRIPTION>ISDA MASTER AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.28

                              ISDA Master Agreement

                           Dated as of August 29, 2001




 CITIBANK, N.A.                          AND TELECOMUNICACIONES DE PUERTO RICO,
                                             INC.


have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i) Each party will make each payment or delivery specified in each
         Confirmation to be made by it, subject to the other provisions of this
         Agreement.

         (ii) Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii) Each obligation of each party under Section 2(a)(i) is subject to
         (1) the condition precedent that no Event of Default or Potential Event
         of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been effectively
         designated and (3) each other applicable condition precedent specified
         in this Agreement.


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(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)  in the same currency; and

         (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i) GROSS-UP. All payments under this Agreement will be made without
         any deduction or withholding for or on account of any Tax unless such
         deduction or withholding is required by any applicable law, as modified
         by the practice of any relevant governmental revenue authority, then in
         effect. If a party is so required to deduct or withhold, then that
         party ("X") will:--

                  (1) promptly notify the other party ("Y") of such requirement;

                  (2) pay to the relevant authorities the full amount required
                  to be deducted or withheld (including the full amount required
                  to be deducted or withheld from any additional amount paid by
                  X to Y under this Section 2(d)) promptly upon the earlier of
                  determining that such deduction or withholding is required or
                  receiving notice that such amount has been assessed against Y;

                  (3) promptly forward to Y an official receipt (or a certified
                  copy), or other documentation reasonably acceptable to Y,
                  evidencing such payment to such authorities; and

                  (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition
                  to the payment to which Y is otherwise entitled under this
                  Agreement, such additional amount as is necessary to ensure
                  that the net amount actually received by Y (free and clear of
                  Indemnifiable Taxes, whether assessed against X or Y) will
                  equal the full amount Y would have received had no such
                  deduction or withholding been required. However, X will not be
                  required to pay any additional amount to Y to the extent that
                  it would not be required to be paid but for:--

                          (A) the failure by Y to comply with or perform any
                          agreement contained in Section 4(a)(i), 4(a)(iii) or
                          4(d); or

                          (B) the failure of a representation made by Y pursuant
                          to Section 3(f) to be accurate and true unless such
                          failure would not have occurred but for (I) any action
                          taken by a taxing authority, or brought in a court of
                          competent jurisdiction, on or after the date on which
                          a Transaction is entered into (regardless of whether
                          such action is taken or brought with respect to a
                          party to this Agreement) or (II) a Change in Tax Law.


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              (ii)LIABILITY.  If:--

                  (1) X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

                  (2) X does not so deduct or withhold; and

                  (3) a liability resulting from such Tax is assessed directly
                  against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:

(a)      BASIC REPRESENTATIONS.

         (i) STATUS. It is duly organised and validly existing under the laws of
         the jurisdiction of its organisation or incorporation and, if relevant
         under such laws, in good standing;

         (ii) POWERS. It has the power to execute this Agreement and any other
         documentation relating to this Agreement to which it is a party, to
         deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv) CONSENTS. All governmental and other consents that are required to
         have been obtained by it with respect to this Agreement or any Credit
         Support Document to which it is a party have been obtained and are in
         full force and effect and all conditions of any such consents have been
         complied with; and

         (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any
         Credit Support Document to which it is a party constitute its legal,
         valid and binding obligations, enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganisation,
         insolvency, moratorium or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).


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(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i) any forms, documents or certificates relating to taxation specified
         in the Schedule or any Confirmation;

         (ii) any other documents specified in the Schedule or any Confirmation;
         and

         (iii) upon reasonable demand by such other party, any form or document
         that may be required or reasonably requested in writing in order to
         allow such other party or its Credit Support Provider to make a payment
         under this Agreement or any applicable Credit Support Document without
         any deduction or withholding for or on account of any Tax or with such
         deduction or withholding at a reduced rate (so long as the completion,
         execution or submission of such form or document would not materially
         prejudice the legal or commercial position of the party in receipt of
         such demand), with any such form or document to be accurate and
         completed in a manner reasonably satisfactory to such other party and
         to be executed and to be delivered with any reasonably required
         certification, in each case by the date specified in the Schedule or
         such Confirmation or, if none is specified, as soon as reasonably
         practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.


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5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due,
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii) BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii) CREDIT SUPPORT DEFAULT.

             (1) Failure by the party or any Credit Support Provider of such
             party to comply with or perform any agreement or obligation to be
             complied with or performed by it in accordance with any Credit
             Support Document if such failure is continuing after any applicable
             grace period has elapsed;

             (2) the expiration or termination of such Credit Support Document
             or the failing or ceasing of such Credit Support Document to be in
             full force and effect for the purpose of this Agreement (in either
             case other than in accordance with its terms) prior to the
             satisfaction of all obligations of such party under each
             Transaction to which such Credit Support Document relates without
             the written consent of the other party; or

             (3) the party or such Credit Support Provider disaffirms,
             disclaims, repudiates or rejects, in whole or in part, or
             challenges the validity of, such Credit Support Document;

         (iv) MISREPRESENTATION. A representation (other than a representation
         under Section 3(e) or (f)) made or repeated or deemed to have been made
         or repeated by the party or any Credit Support Provider of such party
         in this Agreement or any Credit Support Document proves to have been
         incorrect or misleading in any material respect when made or repeated
         or deemed to have been made or repeated;

         (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
         Provider of such party or any applicable Specified Entity of such party
         (1) defaults under a Specified Transaction and, after giving effect to
         any applicable notice requirement or grace period, there occurs a
         liquidation of, an acceleration of obligations under, or an early
         termination of, that Specified Transaction, (2) defaults, after giving
         effect to any applicable notice requirement or grace period, in making
         any payment or delivery due on the last payment, delivery or exchange
         date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
         applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);



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         (vi)BANKRUPTCY. The party, any Credit Support Provider of such party or
         any applicable Specified Entity of such party:--

               (1) is dissolved (other than pursuant to a consolidation,
               amalgamation or merger); (2) becomes insolvent or is unable to
               pay its debts or fails or admits in writing its inability
               generally to pay its debts as they become due; (3) makes a
               general assignment, arrangement or composition with or for the
               benefit of its creditors; (4) institutes or has instituted
               against it a proceeding seeking a judgment of insolvency or
               bankruptcy or any other relief under any bankruptcy or insolvency
               law or other similar law affecting creditors' rights, or a
               petition is presented for its winding-up or liquidation, and, in
               the case of any such proceeding or petition instituted or
               presented against it, such proceeding or petition (A) results in
               a judgment of insolvency or bankruptcy or the entry of an order
               for relief or the making of an order for its winding-up or
               liquidation or (B) is not dismissed, discharged, stayed or
               restrained in each case within 30 days of the institution or
               presentation thereof; (5) has a resolution passed for its
               winding-up, official management or liquidation (other than
               pursuant to a consolidation, amalgamation or merger); (6) seeks
               or becomes subject to the appointment of an administrator,
               provisional liquidator, conservator, receiver, trustee, custodian
               or other similar official for it or for all or substantially all
               its assets; (7) has a secured party take possession of all or
               substantially all its assets or has a distress, execution,
               attachment, sequestration or other legal process levied, enforced
               or sued on or against all or substantially all its assets and
               such secured party maintains possession, or any such process is
               not dismissed, discharged, stayed or restrained, in each case
               within 30 days thereafter; (8) causes or is subject to any event
               with respect to it which, under the applicable laws of any
               jurisdiction, has an analogous effect to any of the events
               specified in clauses (1) to (7) (inclusive); or (9) takes any
               action in furtherance of, or indicating its consent to, approval
               of, or acquiescence in, any of the foregoing acts; or

         (viii)MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer:--

               (1) the resulting, surviving or transferee entity fails to assume
               all the obligations of such party or such Credit Support Provider
               under this Agreement or any Credit Support Document to which it
               or its predecessor was a party by operation of law or pursuant to
               an agreement reasonably satisfactory to the other party to this
               Agreement; or

               (2) the benefits of any Credit Support Document fail to extend
               (without the consent of the other party) to the performance by
               such resulting, surviving or transferee entity of its obligations
               under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--

         (i) ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party):--

               (1) to perform any absolute or contingent obligation to make a
               payment or delivery or to receive a payment or delivery in
               respect of such Transaction or to comply with any other material
               provision of this Agreement relating to such Transaction; or

               (2) to perform, or for any Credit Support Provider of such party
               to perform, any contingent or other obligation which the party
               (or such Credit Support Provider) has under any Credit Support
               Document relating to such Transaction;

         (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or
         brought in a court of competent jurisdiction, on or after the date on
         which a Transaction is entered into (regardless of whether such action
         is taken or brought with respect to a party to this Agreement) or (y) a
         Change in Tax Law, the party (which will be the Affected Party) will,
         or there is a substantial likelihood that it will, on the next
         succeeding Scheduled Payment Date (1) be required to pay to the other
         party an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in


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         respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
         receive a payment from which an amount is required to be deducted or
         withheld for or on account of a Tax (except in respect of interest
         under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
         required to be paid in respect of such Tax under Section 2(d)(i)(4)
         (other than by reason of Section 2(d)(i)(4)(A) or (B));

         (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax in
         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

         (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event"
         is specified in the Schedule or any Confirmation as applying, the
         occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i) NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
         Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected
         Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
         the Affected Party, the Affected Party will, as a condition to its
         right to designate an Early Termination Date under Section 6(b)(iv),
         use all reasonable efforts (which will not require such party to incur
         a loss, excluding immaterial, incidental expenses) to transfer within
         20 days after it gives notice under Section 6(b)(i) all its rights and
         obligations under this Agreement in respect of the Affected
         Transactions to another of its Offices or Affiliates so that such
         Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after notice is given under Section 6(b)(i).


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         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1)
         or a Tax Event occurs and there are two Affected Parties, each party
         will use all reasonable efforts to reach agreement within 30 days after
         notice thereof is given under Section 6(b)(i) on action to avoid that
         Termination Event.

         (iv) RIGHT TO TERMINATE. If:--

               (1) a transfer under Section 6(b)(ii) or an agreement under
               Section 6(b)(iii), as the case may be, has not been effected with
               respect to all Affected Transactions within 30 days after an
               Affected Party gives notice under Section 6(b)(i); or

               (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
               Merger or an Additional Termination Event occurs, or a Tax Event
               Upon Merger occurs and the Burdened Party is not the Affected
               Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day such
         notice is effective as an Early Termination Date in respect of all
         Affected Transactions.

(c)      EFFECT OF DESIGNATION.

         (i) If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii) Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i) STATEMENT. On or as soon as reasonably practicable following the
         occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii) PAYMENT DATE. An amount calculated as being due in respect of any
         Early Termination Date under Section 6(e) will be payable on the day
         that notice of the amount payable is effective (in the case of an Early
         Termination Date which is designated or occurs as a result of an Event
         of Default) and on the day which is two Local Business Days after the
         day on which notice of the amount payable is effective (in the case of
         an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs. the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The


                                                                               8
<PAGE>


amount, if any, payable in respect of an Early Termination Date and determined
pursuant to this Section will be subject to any Set-off.

         (i) EVENTS OF DEFAULT. If the Early Termination Date results from an
         Event of Default:--

               (1) First Method and Market Quotation. If the First Method and
               Market Quotation apply, the Defaulting Party will pay to the
               Non-defaulting Party the excess, if a positive number, of (A) the
               sum of the Settlement Amount (determined by the Non-defaulting
               Party) in respect of the Terminated Transactions and the
               Termination Currency Equivalent of the Unpaid Amounts owing to
               the Non-defaulting Party over (B) the Termination Currency
               Equivalent of the Unpaid Amounts owing to the Defaulting Party.

               (2) First Method and Loss. If the First Method and Loss apply,
               the Defaulting Party will pay to the Non-defaulting Party, if a
               positive number, the Non-defaulting Party's Loss in respect of
               this Agreement.

               (3) Second Method and Market Quotation. If the Second Method and
               Market Quotation apply, an amount will be payable equal to (A)
               the sum of the Settlement Amount (determined by the
               Non-defaulting Party) in respect of the Terminated Transactions
               and the Termination Currency Equivalent of the Unpaid Amounts
               owing to the Non-defaulting Party less (B) the Termination
               Currency Equivalent of the Unpaid Amounts owing to the Defaulting
               Party. If that amount is a positive number, the Defaulting Party
               will pay it to the Non-defaulting Party; if it is a negative
               number, the Non-defaulting Party will pay the absolute value of
               that amount to the Defaulting Party.

               (4) Second Method and Loss. If the Second Method and Loss apply,
               an amount will be payable equal to the Non-defaulting Party's
               Loss in respect of this Agreement. If that amount is a positive
               number, the Defaulting Party will pay it to the Non-defaulting
               Party; if it is a negative number, the Non-defaulting Party will
               pay the absolute value of that amount to the Defaulting Party.


         (ii) TERMINATION EVENTS. If the Early Termination Date results from a
         Termination Event:--

                  (1) One Affected Party. If there is one Affected Party, the
                  amount payable will be determined in accordance with Section
                  6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2) Two Affected Parties. If there are two Affected Parties:--

                     (A) if Market Quotation applies, each party will determine
                     a Settlement Amount in respect of the Terminated
                     Transactions, and an amount will be payable equal to (I)
                     the sum of (a) one-half of the difference between the
                     Settlement Amount of the party with the higher Settlement
                     Amount ("X") and the Settlement Amount of the party with
                     the lower Settlement Amount ("Y") and (b) the Termination
                     Currency Equivalent of the Unpaid Amounts owing to X less
                     (II) the Termination Currency Equivalent of the Unpaid
                     Amounts owing to Y; and

                     (B) if Loss applies, each party will determine its Loss in
                     respect of this Agreement (or, if fewer than all the
                     Transactions are being terminated, in respect of all
                     Terminated Transactions) and an amount will be payable
                     equal to one-half of the difference between the Loss of the
                     party with the higher Loss ("X") and the Loss of the party
                     with the lower Loss ("Y").

                  If the amount payable is a positive number, Y will pay it to
                  X; if it is a negative number, X will pay the absolute value
                  of that amount to Y.

         (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).


                                                                               9
<PAGE>


         (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies
         an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e). Any
purported transfer that is not in compliance with this Section will be void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into this Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c )     SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.



                                                                              10
<PAGE>


9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i) This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii) The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or


                                                                              11
<PAGE>


electronic messaging system) to the address or number or in accordance with the
electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:--

         (i) if in writing and delivered in person or by courier, on the date it
         is delivered;

         (ii) if sent by telex, on the date the recipient's answerback is
         received;

         (iii) if sent by facsimile transmission, on the date that transmission
         is received by a responsible employee of the recipient in legible form
         (it being agreed that the burden of proving receipt will be on the
         sender and will not be met by a transmission report generated by the
         sender's facsimile machine);

         (iv) if sent by certified or registered mail (airmail, if overseas) or
         the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v) if sent by electronic messaging system, on the date that electronic
         message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i) submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii) waives any objection which it may have at any time to the laying
         of venue of any Proceedings brought in any such court, waives any claim
         that such Proceedings have been brought in an inconvenient forum and
         further waives the right to object, with respect to such Proceedings,
         that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.


                                                                              12
<PAGE>


14.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or


                                                                              13
<PAGE>


related person having executed, delivered, performed its obligations or received
a payment under, or enforced, this Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.


                                                                              14
<PAGE>


"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.


                                                                              15
<PAGE>


"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.




CITIBANK, N.A.                          TELECOMUNICACIONES DE PUERTO RICO, INC.



By:                                     By:
   ---------------------------             ------------------------------------
   Name:                                   Name:
   Title:                                  Title:  Vice President,
   Date:                                           Chief Financial Officer
                                           Date:

                                                                              16
<PAGE>


                 GUARANTY OF PUERTO RICO TELEPHONE COMPANY, INC.


THIS GUARANTY, dated as of August 29, 2001, is given by Puerto Rico Telephone
Company, Inc., a corporation organized under the laws of the Commonwealth of
Puerto Rico (the "Guarantor") in favor of Citibank, N.A., a national banking
association organized under the laws of the United States of America (the
"Bank").

1. UNCONDITIONAL GUARANTY. In consideration of and to induce the Bank to enter
into any rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap or option, bond option,
interest rate option, spot or forward foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, credit swap or default
transaction, or any other similar transaction (including an option to enter into
any of the foregoing) (each, a "Transaction" and collectively, the
"Transactions") with our affiliate TELECOMUNICACIONES DE PUERTO RICO, INC. (the
"Counterparty"), the Guarantor unconditionally guarantees to the Bank and its
successors and assigns, the prompt payment when due of all present and future
obligations and liabilities of all kinds (including any renewals, extensions or
modifications thereof) arising out of or relating to (a) any and all
Transactions, including, without limitation, under any master agreement relating
thereto or governing any such Transaction, whether now or hereafter entered into
or existing between the Bank and the Counterparty, or (b) the ISDA Master
Agreement between the Counterparty and the Bank, dated as of August 29, 2001,
together with any related Schedule thereto (as amended, supplemented, superseded
or replaced from time to time (the "Agreement")), and any and all transactions
and the related confirmations subject thereto or governed thereby (any and all
obligations and liabilities described in clauses (a) and (b) above,
collectively, the "Obligations").

The word "Obligations" is used herein in its most comprehensive sense and
includes any and all obligations and liabilities of the Counterparty heretofore,
now, or hereafter made, incurred or created, whether voluntary or involuntary
and however arising, whether direct or acquired by the Bank by assignment or
succession, whether originally incurred by or assumed by the Counterparty,
absolute or contingent, liquidated or unliquidated, determined or undetermined,
and whether the Counterparty may be liable individually or jointly with others.

This Guaranty is absolute and unconditional and shall remain in full force and
effect and be binding upon the Guarantor and its successors and assigns. If at
any time any payment by the Counterparty in respect of any Obligations is
rescinded or must otherwise be returned pursuant to bankruptcy, reorganization
or similar proceeding, in whole or in part, the Guarantor shall remain liable
hereunder in respect of such Obligations as if such payment had not been made,
and this Guaranty shall remain in full force and effect or shall be reinstated
(as the case may be) with respect to such Obligations.


                                                                              17
<PAGE>


This is a guaranty of payment and not a guaranty of collection. The Guarantor
also specifically waives all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance, and all other notices whatsoever with respect to this Guaranty and
of the existence, creation, or incurring of new or additional Obligations. The
liability of the Guarantor under this Guaranty is in addition to the liability
of the Guarantor under any other guaranties executed by it.

2. CONSENTS. The Guarantor agrees that the Bank may at any time, and from time
to time (a) extend the time of payment of or renew any of the Obligations, or
(b) receive and hold security for the payment of any Obligations and enforce,
waive, release, fail to perfect, sell or otherwise dispose of any such security,
(c) release or substitute any other guarantor of any Obligations, or (d) make
any agreement with the Counterparty or with any other party or person liable on
any of the Obligations, for the extension, renewal, payment, compromise,
discharge or release of the Obligations (in whole or in part), or for any
modification of the terms thereof or of any agreement between the Bank and the
Counterparty or any such other party or person, without in any way impairing or
affecting this Guaranty for any outstanding Obligations. The Guarantor
authorizes the Bank, without notice or demand and without affecting its
liability hereunder, from time to time, subject to the provisions of section 6
herein to assign or transfer the Obligations, to waive, forbear, indulge or take
other action or inaction in respect of this Guaranty or the Obligations, or to
exercise or not exercise any right or remedy hereunder or otherwise with respect
to the Obligations.

3. RIGHTS; EXPENSES. No failure by the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise of any right,
remedy or power. Each and every right, remedy and power hereby granted to the
Bank or allowed by law or other agreement shall be cumulative and not exclusive
of any other right, remedy or power. The Guarantor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of the Bank's
counsel) in any way relating to the enforcement or protection of the Bank's
rights under this Guaranty.

4. BENEFIT; COUNTERPARTY. The Guarantor will benefit from the Bank entering into
any Transaction with the Counterparty, and the governing body of the Guarantor
has determined that the execution and delivery by the Guarantor of this Guaranty
is necessary and convenient to the conduct, promotion and attainment of the
business of the Guarantor. The Guarantor acknowledges and agrees that it shall
have the sole responsibility for obtaining from the Counterparty such
information concerning the Obligations and the Counterparty's financial
conditions or business operations as the Guarantor may require, and that the
Bank has no duty at any time to disclose to the Guarantor any such information.
The Guarantor acknowledges and agrees that it is not necessary for the Bank to
inquire into the powers of the Counterparty or of the officers, directors,
partners or agents acting or purporting to act on its behalf, the
appropriateness of a particular Transaction for the Counterparty, or the purpose
a particular Transaction, and any Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.


                                                                              18
<PAGE>


5. SUBROGATION. The Guarantor shall not exercise any rights which it may have or
acquire by way of subrogation until all of the Obligations are paid in full to
the Bank. If any amounts are paid to the Guarantor in violation of the foregoing
limitation, then such amounts shall be held in trust for the benefit of the Bank
and shall forthwith be paid to the Bank to reduce the amount of outstanding
Obligations, whether matured or unmatured. Subject to the foregoing, upon
payment of all of the Obligations to the Bank, the Guarantor shall be subrogated
to the rights of the Bank against the Counterparty, and the Bank agrees to take
at the Guarantor's expense such actions as the Guarantor may reasonably require
to implement such subrogation.

6. ASSIGNMENT; TERMINATION. The Guarantor shall not assign its rights, interest,
duties or obligations hereunder to any other person without the Bank's prior
written consent. If the Agreement is assigned, the Bank may, without notice to
the Guarantor and without affecting the Guarantor's obligations hereunder,
assign the Obligations and this Guaranty, in whole or in part, along with the
Agreement. The Guarantor agrees that the Bank may disclose to any prospective
purchaser and any purchaser of all or part of the Obligations (the "Third
Party") any and all information in the Bank's possession concerning the
Guarantor, this Guaranty and any security for this Guaranty so long as the Bank
obtains written agreement from the Third Party to keep such information
confidential and not use it for any other purpose. This Guaranty may be
terminated by the Guarantor upon thirty (30) days' prior written notice to the
Bank, and will remain in force until such time period elapses; provided,
however, that the Guarantor shall remain fully liable for, and this Guaranty
shall continue to govern, all Obligations arising or which may arise from
Transactions entered into between the Bank and the Counterparty prior to the
actual termination of the Guaranty. None of the terms or provisions of this
Guaranty may be waived, amended, supplemented or otherwise modified, and no
consent with respect to any departure by the Guarantor from the terms hereof
shall be effective, except as set forth in a written instrument executed by the
Guarantor and the Bank.

7. TAXES. All payments by the Guarantor hereunder will be made in full without
set-off or counterclaim and free and clear of and without withholding or
deduction for or on account of any present or future taxes, duties or other
charges, unless the withholding or deduction of such taxes or duties is required
by law. In any such event, however, the Guarantor shall (a) promptly notify the
Bank of such requirement, (b) pay to the relevant authorities the full amount
required to be deducted or withheld (including the full amount required to be
deducted or withheld from any additional amount paid to the Bank pursuant to
this paragraph), (c) promptly forward to the Bank an official receipt (or a
certified copy) evidencing such payment, and (d) pay to the Bank such additional
amounts as may be necessary in order that the net amount received by the Bank
after such withholding or deduction shall equal the full amounts of moneys which
would have been received by the Bank in the absence of such withholding or
deduction. The Guarantor will pay all stamp, registration, documentation, or
other similar taxes payable in connection with this Guaranty and will keep the
Bank indemnified against failure to pay the same.

8. PAYMENTS. The Guarantor hereby guarantees that the Obligations will be paid
to the Bank, in lawful currency of the United States of America or such other
freely available currency selected by the Bank, provided that such currency
shall be one of the currencies in which payments are required to be made under a
Transaction, at the offices of the Bank specified by the Bank for such payment.


                                                                              19
<PAGE>



9. REPRESENTATIONS. The Guarantor is duly organized, validly subsisting and in
good standing under the laws of its jurisdiction of incorporation or
organization, and has full corporate power to execute, deliver and perform this
Guaranty. The Guarantor has duly authorized this Guaranty, and the signatory of
this Guaranty has been duly authorized and has full power to execute and deliver
this Guaranty on behalf of the Guarantor. This Guaranty and the providing
thereof to the Bank does not violate any of the Guarantor's constitutive
documents, and this Guaranty does not violate any law, regulation or agreement
applicable to the Guarantor or its assets. This Guaranty constitutes a valid,
binding and enforceable agreement against the Guarantor in accordance with its
terms.

10. GOVERNING LAW; JURISDICTION. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of New York, without
reference to its conflicts of laws principles. With respect to any suit, action
or proceeding concerning this Guaranty, the Guarantor submits to the
non-exclusive jurisdiction of the Federal and State courts located in the City,
County and State of New York. The Guarantor specifically and irrevocably waives
(i) any objection which it may have at any time to the laying of venue of any
suit, action or proceeding brought in such courts, (ii) any claim that the same
has been brought in an inconvenient forum, and (iii) the right to object that
such courts do not have jurisdiction over it. The Guarantor waives personal
service of any summons, complaint or other process, which may be made by any
other means permitted by New York law, including, without limitation, by
registered mail directed to the Guarantor's principal place of business to the
attention of the Chief Financial Officer with a copy to TELPRI at the Address
for Notices specified in the Agreement.

11. MISCELLANEOUS. This Guaranty contains the entire and exclusive agreement of
the parties hereto with reference to the matters discussed herein. This Guaranty
supersedes all prior drafts and communications with respect thereto. The
headings of paragraphs herein are inserted only for convenience and shall in no
way define, describe or limit the scope or intent of any provision of this
Guaranty. If any term or provision of this Guaranty shall be deemed prohibited
by or invalid under any applicable law, such provision shall be invalidated
without affecting the remaining provisions of this Guaranty.

IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the
Guarantor to the Bank as of the date first above written.


PUERTO RICO TELEPHONE COMPANY, INC.



By:
   ---------------------------------
Name:   Frank P. Gatto
Title:  Vice President
        Chief Financial Officer


                                                                              20
<PAGE>


                     GUARANTY OF CELULARES TELEFONICA, INC.


THIS GUARANTY, dated as of August 29, 2001, is given by Celulares Telefonica,
Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico
(the "Guarantor") in favor of Citibank, N.A., a national banking association
organized under the laws of the United States of America (the "Bank").

1. UNCONDITIONAL GUARANTY. In consideration of and to induce the Bank to enter
into any rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap or option, bond option,
interest rate option, spot or forward foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, credit swap or default
transaction, or any other similar transaction (including an option to enter into
any of the foregoing) (each, a "Transaction" and collectively, the
"Transactions") with our affiliate TELECOMUNICACIONES DE PUERTO RICO, INC. (the
"Counterparty"), the Guarantor unconditionally guarantees to the Bank and its
successors and assigns, the prompt payment when due of all present and future
obligations and liabilities of all kinds (including any renewals, extensions or
modifications thereof) arising out of or relating to (a) any and all
Transactions, including, without limitation, under any master agreement relating
thereto or governing any such Transaction, whether now or hereafter entered into
or existing between the Bank and the Counterparty, or (b) the ISDA Master
Agreement between the Counterparty and the Bank, dated as of August 29, 2001,
together with any related Schedule thereto (as amended, supplemented, superseded
or replaced from time to time (the "Agreement")), and any and all transactions
and the related confirmations subject thereto or governed thereby (any and all
obligations and liabilities described in clauses (a) and (b) above,
collectively, the "Obligations").

The word "Obligations" is used herein in its most comprehensive sense and
includes any and all obligations and liabilities of the Counterparty heretofore,
now, or hereafter made, incurred or created, whether voluntary or involuntary
and however arising, whether direct or acquired by the Bank by assignment or
succession, whether originally incurred by or assumed by the Counterparty,
absolute or contingent, liquidated or unliquidated, determined or undetermined,
and whether the Counterparty may be liable individually or jointly with others.

This Guaranty is absolute and unconditional and shall remain in full force and
effect and be binding upon the Guarantor and its successors and assigns. If at
any time any payment by the Counterparty in respect of any Obligations is
rescinded or must otherwise be returned pursuant to bankruptcy, reorganization
or similar proceeding, in whole or in part, the Guarantor shall remain liable
hereunder in respect of such Obligations as if such payment had not been made,
and this Guaranty shall remain in full force and effect or shall be reinstated
(as the case may be) with respect to such Obligations.

This is a guaranty of payment and not a guaranty of collection. The Guarantor
also specifically waives all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance, and all other notices whatsoever with respect to this Guaranty and
of the existence, creation, or incurring of new or additional Obligations. The


                                                                              21
<PAGE>


liability of the Guarantor under this Guaranty is in addition to the
liability of the Guarantor under any other guaranties executed by it.

2. CONSENTS. The Guarantor agrees that the Bank may at any time, and from time
to time (a) extend the time of payment of or renew any of the Obligations, or
(b) receive and hold security for the payment of any Obligations and enforce,
waive, release, fail to perfect, sell or otherwise dispose of any such security,
(c) release or substitute any other guarantor of any Obligations, or (d) make
any agreement with the Counterparty or with any other party or person liable on
any of the Obligations, for the extension, renewal, payment, compromise,
discharge or release of the Obligations (in whole or in part), or for any
modification of the terms thereof or of any agreement between the Bank and the
Counterparty or any such other party or person, without in any way impairing or
affecting this Guaranty for any outstanding Obligations. The Guarantor
authorizes the Bank, without notice or demand and without affecting its
liability hereunder, from time to time, subject to the provisions of section 6
herein to assign or transfer the Obligations, to waive, forbear, indulge or take
other action or inaction in respect of this Guaranty or the Obligations, or to
exercise or not exercise any right or remedy hereunder or otherwise with respect
to the Obligations.

3. RIGHTS; EXPENSES. No failure by the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise of any right,
remedy or power. Each and every right, remedy and power hereby granted to the
Bank or allowed by law or other agreement shall be cumulative and not exclusive
of any other right, remedy or power. The Guarantor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of the Bank's
counsel) in any way relating to the enforcement or protection of the Bank's
rights under this Guaranty.

4. BENEFIT; COUNTERPARTY. The Guarantor will benefit from the Bank entering into
any Transaction with the Counterparty, and the governing body of the Guarantor
has determined that the execution and delivery by the Guarantor of this Guaranty
is necessary and convenient to the conduct, promotion and attainment of the
business of the Guarantor. The Guarantor acknowledges and agrees that it shall
have the sole responsibility for obtaining from the Counterparty such
information concerning the Obligations and the Counterparty's financial
conditions or business operations as the Guarantor may require, and that the
Bank has no duty at any time to disclose to the Guarantor any such information.
The Guarantor acknowledges and agrees that it is not necessary for the Bank to
inquire into the powers of the Counterparty or of the officers, directors,
partners or agents acting or purporting to act on its behalf, the
appropriateness of a particular Transaction for the Counterparty, or the purpose
a particular Transaction, and any Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.


                                                                              22
<PAGE>


5. SUBROGATION. The Guarantor shall not exercise any rights which it may have or
acquire by way of subrogation until all of the Obligations are paid in full to
the Bank. If any amounts are paid to the Guarantor in violation of the foregoing
limitation, then such amounts shall be held in trust for the benefit of the Bank
and shall forthwith be paid to the Bank to reduce the amount of outstanding
Obligations, whether matured or unmatured. Subject to the foregoing, upon
payment of all of the Obligations to the Bank, the Guarantor shall be subrogated
to the rights of the Bank against the Counterparty, and the Bank agrees to take
at the Guarantor's expense such actions as the Guarantor may reasonably require
to implement such subrogation.

6. ASSIGNMENT; TERMINATION. The Guarantor shall not assign its rights, interest,
duties or obligations hereunder to any other person without the Bank's prior
written consent. If the Agreement is assigned, the Bank may, without notice to
the Guarantor and without affecting the Guarantor's obligations hereunder,
assign the Obligations and this Guaranty, in whole or in part, along with the
Agreement. The Guarantor agrees that the Bank may disclose to any prospective
purchaser and any purchaser of all or part of the Obligations (the "Third
Party") any and all information in the Bank's possession concerning the
Guarantor, this Guaranty and any security for this Guaranty so long as the Bank
obtains written agreement from the Third Party to keep such information
confidential and not use it for any other purpose. This Guaranty may be
terminated by the Guarantor upon thirty (30) days' prior written notice to the
Bank, and will remain in force until such time period elapses; provided,
however, that the Guarantor shall remain fully liable for, and this Guaranty
shall continue to govern, all Obligations arising or which may arise from
Transactions entered into between the Bank and the Counterparty prior to the
actual termination of the Guaranty. None of the terms or provisions of this
Guaranty may be waived, amended, supplemented or otherwise modified, and no
consent with respect to any departure by the Guarantor from the terms hereof
shall be effective, except as set forth in a written instrument executed by the
Guarantor and the Bank.

7. TAXES. All payments by the Guarantor hereunder will be made in full without
set-off or counterclaim and free and clear of and without withholding or
deduction for or on account of any present or future taxes, duties or other
charges, unless the withholding or deduction of such taxes or duties is required
by law. In any such event, however, the Guarantor shall (a) promptly notify the
Bank of such requirement, (b) pay to the relevant authorities the full amount
required to be deducted or withheld (including the full amount required to be
deducted or withheld from any additional amount paid to the Bank pursuant to
this paragraph), (c) promptly forward to the Bank an official receipt (or a
certified copy) evidencing such payment, and (d) pay to the Bank such additional
amounts as may be necessary in order that the net amount received by the Bank
after such withholding or deduction shall equal the full amounts of moneys which
would have been received by the Bank in the absence of such withholding or
deduction. The Guarantor will pay all stamp, registration, documentation, or
other similar taxes payable in connection with this Guaranty and will keep the
Bank indemnified against failure to pay the same.

8. PAYMENTS. The Guarantor hereby guarantees that the Obligations will be paid
to the Bank, in lawful currency of the United States of America or such other
freely available currency selected by the Bank, provided that such currency
shall be one of the currencies in which payments are required to be made under a
Transaction, at the offices of the Bank specified by the Bank for such payment.


                                                                              23
<PAGE>



9. REPRESENTATIONS. The Guarantor is duly organized, validly subsisting and in
good standing under the laws of its jurisdiction of incorporation or
organization, and has full corporate power to execute, deliver and perform this
Guaranty. The Guarantor has duly authorized this Guaranty, and the signatory of
this Guaranty has been duly authorized and has full power to execute and deliver
this Guaranty on behalf of the Guarantor. This Guaranty and the providing
thereof to the Bank does not violate any of the Guarantor's constitutive
documents, and this Guaranty does not violate any law, regulation or agreement
applicable to the Guarantor or its assets. This Guaranty constitutes a valid,
binding and enforceable agreement against the Guarantor in accordance with its
terms.

10. GOVERNING LAW; JURISDICTION. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of New York, without
reference to its conflicts of laws principles. With respect to any suit, action
or proceeding concerning this Guaranty, the Guarantor submits to the
non-exclusive jurisdiction of the Federal and State courts located in the City,
County and State of New York. The Guarantor specifically and irrevocably waives
(i) any objection which it may have at any time to the laying of venue of any
suit, action or proceeding brought in such courts, (ii) any claim that the same
has been brought in an inconvenient forum, and (iii) the right to object that
such courts do not have jurisdiction over it. The Guarantor waives personal
service of any summons, complaint or other process, which may be made by any
other means permitted by New York law, including, without limitation, by
registered mail directed to the Guarantor's principal place of business to the
attention of the Chief Financial Officer with a copy to TELPRI at the Address
for Notices specified in the Agreement.

11. MISCELLANEOUS. This Guaranty contains the entire and exclusive agreement of
the parties hereto with reference to the matters discussed herein. This Guaranty
supersedes all prior drafts and communications with respect thereto. The
headings of paragraphs herein are inserted only for convenience and shall in no
way define, describe or limit the scope or intent of any provision of this
Guaranty. If any term or provision of this Guaranty shall be deemed prohibited
by or invalid under any applicable law, such provision shall be invalidated
without affecting the remaining provisions of this Guaranty.

IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the
Guarantor to the Bank as of the date first above written.


CELULARES TELEFONICA, INC.



By:
   ---------------------------
Name:   Frank P. Gatto
Title:  Vice President
        Chief Financial Officer

                                                                              24

</TEXT>
</DOCUMENT>
