FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.23

FIRST AMENDMENT TO CREDIT AGREEMENT

      FIRST AMENDMENT (this “ First Amendment ”) dated June 30, 2005 to the Revolving Credit Agreement dated as of June 30, 2004 (the “ Credit Agreement ”) among TELECOMUNICACIONES DE PUERTO RICO, INC. , a Puerto Rico corporation (the “ Borrower ”), PUERTO RICO TELEPHONE COMPANY, INC. , a Puerto Rico corporation (“ PRTC ” or the “Guarantor” and collectively with each Significant Subsidiary, the “Guarantors”), the banks, financial institutions and other institutional lenders (the “ Lenders ”) listed on the signature pages hereof, BANCO POPULAR DE PUERTO RICO (“ Banco Popular ”), a Puerto Rico banking institution, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.

WITNESSETH

      WHEREAS , reference is made to the Credit Agreement, pursuant to which the Lenders made available to the Borrower certain revolving credit facilities in a maximum aggregate principal amount of up to $40,000,000 which are evidenced by the Note; and

      WHEREAS , the Borrower and the Guarantor wish to extend the effective period of the Commitments as set forth in the Allonge to the Note to be executed by the parties hereto simultaneously with the execution of this First Amendment, and, to that end, the Lenders have agreed to amend certain of the terms of the Credit Agreement, subject to the terms and conditions herein set forth and further subject to the condition that the transactions and amendments contemplated herein shall not constitute nor be deemed to constitute novation of the obligations of the parties under the Credit Agreement.

      NOW THEREFORE , in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

      SECTION 1. Defined Terms . Unless otherwise defined herein, the terms used in this Agreement shall have the same meanings ascribed to them in the Credit Agreement, as amended by this First Amendment.

      SECTION 2. Amendments to Credit Agreement . Subject to the satisfaction of the conditions to effectiveness specified in Section 4 hereof, the Credit Agreement is hereby amended as follows:

     (i) The definition of the term “Termination Date” is hereby amended to read in its entirety as follows:

     “ Termination Date ” means the earlier of June 30, 2006, and the date of termination in whole of the Commitments pursuant to Section 2.04 or 6.01.

     (i) Section 4.01(e) is hereby amended to read in its entirety as follows:

“The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants, copies of which have been furnished to each Lender, fairly present, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles consistently applied.”

                    (i) Schedule 5.02(d) is hereby deleted in its entirety and replaced by Schedule 5.02(d) attached hereto as Exhibit A.

      SECTION 3. Conditions to Effectiveness . The amendments and modifications set forth in Section 2 hereof shall become effective as of the date first above written (the “Effective Date”), notwithstanding the actual date of execution of this First Amendment by the parties hereto, so long as each of the following conditions to effectiveness have been satisfied:

     (a) The Administrative Agent shall have received this First Amendment duly executed and delivered by the Borrower, the Guarantor and the Lenders.

     (b) The Administrative Agent shall have received an allonge (the “Allonge”) to the Note duly executed and delivered by the Borrower in favor of Banco Popular.

     (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving the transactions contemplated hereby and by the Allonge, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this First Amendment and the Allonge.

     (d) A certificate of the Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this First Amendment and the Allonge and the other documents to be delivered hereunder.

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