EXHIBIT 4(ii)


CONFORMED COPY
DATED: 12 December 2003


Facility Agreement




between

PCCW-HKT Telephone Limited
as Borrower

The Financial Institutions listed herein
as Co-ordinating Arrangers

The Financial Institutions listed herein
as Lenders

and

Bayerische Landesbank, Hong Kong Branch
as Agent




relating to


HK$6,000,000,000 REVOLVING LOAN FACILITY



Simmons & Simmons

35th Floor  Cheung Kong Center  2 Queen's Road Central  Hong Kong
T (852) 2868 1131  F (852) 2810 5040  DX 009121 Central 1


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                                    CONTENTS


1.       DEFINITIONS AND INTERPRETATION.......................................1

2.       THE FACILITY........................................................14

3.       PURPOSE.............................................................14

4.       CONDITIONS OF ADVANCE...............................................14

5.       REPAYMENT...........................................................16

6.       CANCELLATION AND PREPAYMENT.........................................16

7.       INTEREST............................................................18

8.       INTEREST PERIODS....................................................18

9.       CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS..............19

10.      FEES................................................................21

11.      TAX GROSS UP AND CREDIT.............................................21

12.      INCREASED COSTS.....................................................23

13.      INDEMNITIES.........................................................24

14.      ILLEGALITY AND MITIGATION...........................................25

15.      COSTS AND EXPENSES..................................................27

16.      REPRESENTATIONS AND WARRANTIES......................................27

17.      INFORMATION UNDERTAKINGS............................................30

18.      FINANCIAL COVENANTS.................................................32

19.      GENERAL UNDERTAKINGS................................................34

20.      EVENTS OF DEFAULT...................................................37

21.      CHANGES TO THE LENDERS..............................................40

22.      CHANGES TO THE BORROWER.............................................45

23.      AGENT...............................................................45

24.      AMENDMENTS AND DECISIONS............................................51

25.      RETIREMENT OF AGENT.................................................53

26.      SHARING AMONG LENDERS...............................................54


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27.      PAYMENT MECHANICS...................................................55

28.      PAYMENT OF TAXES AND RECOVERIES.....................................57

29.      SET-OFF.............................................................57

30.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES..........................57

31.      NOTICES.............................................................58

32.      CALCULATIONS AND CERTIFICATES.......................................59

33.      PARTIAL INVALIDITY..................................................59

34.      REMEDIES AND WAIVERS................................................59

35.      COUNTERPARTS........................................................59

36.      GOVERNING LAW.......................................................59

37.      ENFORCEMENT.........................................................60


SCHEDULE 1: THE LENDERS......................................................61

SCHEDULE 2: CONDITIONS PRECEDENT ............................................62

SCHEDULE 3: DRAWDOWN NOTICE..................................................64

SCHEDULE 4: FORM OF TRANSFER CERTIFICATE ....................................65

SCHEDULE 5: FORM OF ASSIGNEE'S UNDERTAKING ..................................67

SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING .............................70

SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE ..................................72


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THIS AGREEMENT is made on the 12th day of December 2003

BETWEEN:

(1)       PCCW-HKT TELEPHONE LIMITED, a company incorporated in Hong Kong with
          company number 676 (the "Borrower");

(2)       The financial institutions listed in Schedule 1 (together, the
          "Co-ordinating Arrangers" and each, a "Co-ordinating Arranger");

(3)       The financial institutions listed in Schedule 1 as lenders (together,
          the "Lenders" and each, a "Lender"); and

(4)       BAYERISCHE LANDESBANK, HONG KONG BRANCH as agent (the "Agent").


IT IS AGREED as follows:

                            PART 1: INTERPRETATION

1.        Definitions and Interpretation

1.1       Definitions

          In this Agreement (including the Schedules):

          "Adjusted Consolidated Net Worth" means, in relation to the Borrower,
          the sum of:

          (A)  all amounts paid up (or credited as paid up) on all classes of
               its issued share capital, revenue or capital reserves, capital
               contribution or any other accounts that are included as
               shareholders' funds under Hong Kong GAAP; and

          (B)  the aggregate outstanding principal amount of its Subordinated
               Indebtedness.

          "Affiliate" means, in relation to any person, a Subsidiary of that
          person or a Holding Company of that person or any other Subsidiary of
          that Holding Company.

          "Agent-Related Persons" means the Agent, the Co-ordinating Arrangers
          and any successor Agent arising under clause 25 (Retirement of Agent)
          together with their respective Affiliates and the officers,
          directors, employees, agents and attorneys-in-fact of such persons
          and Affiliates.

          "Agreed Terms" means, in relation to any document, the form of that
          document initialled by or on behalf of the Agent and the Borrower or
          if no such form has been agreed, in such form as the Agent may
          require.

          "Authorisation" means any governmental or regulatory authorisation,
          consent, approval, licence, exemption, filing or registration.


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          "Available Commitment" means, in respect of any Lender, such Lender's
          Commitment minus:

          (A)  the amount of its participation in any outstanding Loans (other
               than, in relation to any proposed Loan, that Lender's
               participation in any Loans that are due to be repaid or prepaid
               on or before the relevant proposed Drawdown Date); and

          (B)  in relation to any proposed Loan, the amount of its
               participation in any Loans that are due to be made on or before
               the proposed Drawdown Date.

          "Available Facility" means the aggregate for the time being of each
          Lender's Available Commitment.

          "Availability Period" means the period from and including the date of
          this Agreement to and including the date falling 1 Month before the
          Final Repayment Date.

          "Borrowed Money" means any indebtedness (other than Subordinated
          Indebtedness) for or in respect of (but without double counting) all
          or any of the following:

          (A)  any moneys borrowed;

          (B)  any amount raised by acceptance under any acceptance credit
               facility;

          (C)  any amount raised pursuant to any note purchase facility or the
               issue of bonds (including, for the avoidance of doubt,
               convertible bonds to the extent not converted into equity),
               notes, debentures, loan stock or any similar instrument;

          (D)  the amount of any liability in respect of any lease or hire
               purchase contract which would, in accordance with Hong Kong GAAP
               be treated as a finance or capital lease;

          (E)  the amount of any liability in respect of any advance or
               deferred purchase agreement if the primary reasons for entering
               into such agreement is to raise finance;

          (F)  receivables sold or discounted (other than on a non-recourse
               basis);

          (G)  any agreement or option to re-acquire an asset if one of the
               primary reasons for entering into such agreement or option is to
               raise finance;

          (H)  any amount raised under any other transaction (including any
               forward sale or purchase agreement) having the commercial effect
               of a borrowing;

          (I)  the amount of any liability in respect of any guarantee or
               indemnity for any of the items referred to in paragraphs (A) to
               (H) above; and

          (J)  counter-indemnity obligations in respect of letters of credit,
               guarantees or similar instruments issued by banks or financial
               institutions to support indebtedness for Borrowed Money of any
               other person.

         "Borrower Group" means the Borrower and each of its Subsidiaries from
         time to time and "Borrower Group Company" means each or any of them as
         the context may require.


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          "Break Costs" means the amount (if any) by which:

          (A)  the interest which a Lender should have received for the period
               from the date of receipt of all or any part of its participation
               in a Loan or an Unpaid Sum to the last day of the current
               Interest Period in respect of such Loan or Unpaid Sum, had the
               principal amount of such Loan or Unpaid Sum received been paid
               on the last day of that Interest Period;

          exceeds:

          (B)  the amount which that Lender would be able to obtain by placing
               an amount equal to the principal amount of its participation in
               such Loan or Unpaid Sum received by it on deposit with a leading
               bank in the Hong Kong interbank market for Hong Kong Dollar
               deposits for a period starting on the Business Day following
               receipt or recovery of such amount and ending on the last day of
               the current Interest Period.

          "Business Day" means a day (other than a Saturday or Sunday) on which
          banks are open for general business in Hong Kong.

          "Commitment" means in relation to a Lender (subject to clause 21
          (Changes to the Lenders)), the amount set opposite its name under the
          heading "Commitment" in Schedule 1 (The Lenders) and/or (as the case
          may be) the amount of any other Commitment transferred to it under
          this Agreement (in either case, regardless of whether a Loan has been
          advanced), as the same may be reduced, varied or cancelled in
          accordance with the terms of this Agreement.

          "Companies Ordinance" means the Companies Ordinance (Chapter 32 of
          the Laws of Hong Kong).

          "Compliance Certificate" means a certificate duly signed and
          completed by the Borrower and, where such certificate is delivered
          together with audited financial statements, by the auditors of the
          Borrower substantially in the form of Schedule 7 (Form of Compliance
          Certificate).

          "Continuing", in the context of a Default, means:

          (A)  where the underlying circumstances which caused that Default are
               incapable of remedy when viewed objectively, that Default is
               continuing, unless and until it has been expressly waived in
               writing by the Agent and any conditions of such waiver have all
               been fulfilled to the satisfaction of the Agent; or

          (B)  in any other case, that Default is continuing unless and until
               either:

               (1)  it has been expressly waived in writing by the Agent and
                    any conditions of such waiver have all been fulfilled to
                    the reasonable satisfaction of the Agent; or

               (2)  the underlying circumstances which caused that Default have
                    been remedied to the reasonable satisfaction of the Agent
                    and the resulting position is what it would have been if
                    such Default had not occurred (so that, for example, in the
                    case of the late delivery of a document which is
                    subsequently satisfactorily delivered, or the withdrawal or
                    settlement of a


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                    claim the existence or pursuance of which constituted a
                    Default, that Default is not continuing once the underlying
                    circumstances no longer apply); or

               (3)  in the case of a Potential Event of Default it is no longer
                    possible for the relevant circumstances to constitute or
                    bring about an Event of Default.

          "Core Business" means the local telephony services (consisting of
          local telephone services, value-added services, and wholesale
          interconnection services provided to other carriers and service
          providers), the local data services (consisting of local wholesale
          and retail leased circuits, data services and wholesale broadband
          access lines, utilising Borrower's broadband network) and the
          international telecommunications services (consisting of retail
          international direct dial services, retail international private
          leased circuits, international interconnection services and
          international data services), in each case, operated and carried on
          by the Borrower Group, provided that Cascade Limited and the business
          carried on by it shall not form part of the Core Business.

          "Default" means an Event of Default or a Potential Event of Default.

          "Drawdown Date" means the date on which monies are to be or, as the
          context may require, have been advanced by the Lenders to the
          Borrower pursuant to a Drawdown Notice.

          "Drawdown Notice" means a notice substantially in the form set out in
          Schedule 3 (Drawdown Notice).

          "Encumbrance" means any mortgage, charge, pledge, lien, encumbrance,
          hypothecation, title retention, security interest or security
          arrangement of any kind but excluding any rights of set-off or
          combination of accounts arising under applicable common law, equity,
          statute or regulations.

          "Event of Default" means any event or circumstance specified as such
          in clause 20.1 (Events of Default).

          "Facility" means the revolving loan facility made available under
          this Agreement as described in clause 2 (The Facility), as the same
          may be reduced, varied or cancelled in accordance with the terms of
          this Agreement.

          "Facility Office" means the office notified by a Lender to the Agent
          in writing on or before the date it becomes a Lender by execution of
          this Agreement (in the case of a Lender listed in Schedule 1 (The
          Lenders)) or in the case of any other Lender, in the relevant
          Transfer Certificate (or, thereafter, by not less than five Business
          Days' written notice to the Agent) as the office through which it
          will perform its obligations under this Agreement.

          "Fallback Period" means, in respect of the Borrower's selection of an
          Interest Period of 6 Months or longer, the shorter fallback Interest
          Period of 1, 2 or 3 Months as selected by the Borrower in a Drawdown
          Notice which is to apply if not all the Lenders consent to an
          Interest Period of 6 Months or longer.

          "Fee Letter" means all or any of the following (as the context may
          require):

          (A)  the letter between the Agent, the Co-ordinating Arrangers and
               the Borrower dated on or about the date of this Agreement; and


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          (B)  the letter between the Agent and the Borrower dated on or about
               the date of this Agreement,

          each setting out the relevant fees referred to in clause 10 (Fees).

          "Final Repayment Date" means the date falling 60 Months after the
          date of this Agreement.

          "Finance Documents" means this Agreement, each Fee Letter, any
          subordination deed or inter-creditor agreement entered into by or on
          behalf of the Lenders in respect of any Subordinated Indebtedness and
          any other document designated as such by the Agent and the Borrower
          and "Finance Document" means each or any of them as the context may
          require.

          "Finance Parties" means the Agent, the Co-ordinating Arrangers and
          the Lenders.

          "Financial Statements" means the Original Financial Statements and
          the financial statements provided by the Borrower to the Agent
          pursuant to clause 17.1 (Financial Statements) and "Financial
          Statement" means any of the same.

          "Financial Year" means the twelve month period ending on 31 March in
          each year or such other date as the Borrower may designate at its
          discretion and notify to the Agent by not less than three Months
          prior written notice or such shorter period as the Majority Lenders
          may agree.

          "Fitch" means Fitch Ratings.

          "FTNS Licence" means the fixed telecommunications network services
          licence issued by the Telecommunications Authority to the Borrower on
          29 June 1995 (and amended on 31 March 1998 to include the Borrower,
          Reach Networks Hong Kong Limited (formerly known as PCCW-HKT
          International Limited) ("Reach") and PCCW-HKT CAS Limited as joint
          and several licensees and as further amended effective on 31 January
          2001 such that the Borrower and Reach are no longer joint licensees
          but rather are individual licensees in relation to FTNS licence held
          by each of them and PCCW-HKT CAS Limited has surrendered its rights
          under the joint and several licence) or any replacement or amendment
          thereof.

          "Group" means the Parent and each of its Subsidiaries from time to
          time and "Group Company" means each or any of them as the context may
          require.

          "Group Subordination Deed" means each deed of subordination executed
          by the Borrower, the relevant Borrower Group Company (as borrower of
          the relevant Inter-Group Borrowing) and the relevant Group Company
          (as lender of the relevant Inter-Group Borrowing) in the Agreed Terms
          in respect of such Inter-Group Borrowing.

          "HIBOR" means, in relation to a Loan or any Unpaid Sum:

          (A)  the Screen Rate; or

          (B)  (if no Screen Rate is available for Hong Kong Dollars or for a
               period comparable to the relevant Interest Period for that Loan
               or Unpaid Sum) the arithmetic mean of the rates (rounded upwards
               to 1/16%) as supplied to the Agent at its request


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               quoted by the Reference Banks to leading banks in the Hong Kong
               interbank market,

          as at 11:00 a.m. on the Quotation Day for the offering of deposits in
          Hong Kong Dollars for a period comparable to that Interest Period for
          such Loan or Unpaid Sum.

          "Holding Company" means, in relation to a company or corporation, any
          company or corporation of which the first-mentioned company or
          corporation is a Subsidiary.

          "Hong Kong" means the Hong Kong Special Administrative Region of the
          People's Republic of China.

          "Hong Kong Dollars" or "HK$" means the lawful currency for the time
          being of Hong Kong.

          "Hong Kong GAAP" means generally accepted accounting principles in
          Hong Kong.

          "Indebtedness" of any person means any indebtedness for or in respect
          of Borrowed Money that has a final maturity of one year or more from
          its date of incurrence or issuance and that is evidenced by any
          agreement or other instrument, excluding trade payables; provided,
          however, that for the purpose of determining the amount of
          Indebtedness of any Borrower Group Company outstanding at any
          relevant time, the amount included as Indebtedness of such Borrower
          Group Company in respect of finance leases shall be the net amount
          from time to time properly characterised as "obligations under
          finance leases" in accordance with Hong Kong GAAP.

          "Inter-Group Borrowing" means any Indebtedness of any Borrower Group
          Company owed to any other Group Company other than any Indebtedness
          owing by any Borrower Group Company to another Borrower Group
          Company.

          "Interest Payment Date" means the last day of an Interest Period.

          "Interest Period" means, in relation to a Loan, each period
          determined in accordance with clause 8 (Interest Periods) and, in
          relation to an Unpaid Sum, each period determined in accordance with
          clause 7.3 (Default interest rate).

          "Lender" means:

          (A)  any Lender listed in Schedule 1 (The Lenders); and

          (B)  any bank or financial institution which has become a party in
               accordance with clause 21 (Changes to the Lenders),

          which in each case has not ceased to be a party in accordance with
          the terms of this Agreement.

          "Listed Principal Subsidiary" means any Principal Subsidiary of the
          Borrower, the shares of which are at the relevant time listed on The
          Stock Exchange of Hong Kong Limited or any other recognised stock
          exchange.

          "Loan" means a loan made or to be made under the Facility or the
          principal amount outstanding for the time being of that loan.

          "Majority Lenders" means:


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          (A)  if there is no Loan then outstanding, a Lender or Lenders whose
               Commitment(s) amount in aggregate to 66 2/3 % or more of the
               Total Commitments (or, if the Total Commitments have been
               reduced to zero, amounted in aggregate to 66 2/3 % or more of
               the Total Commitments immediately prior to the reduction); or

          (B)  at any other time, a Lender or Lenders whose participations in
               the Loans amount in aggregate to 66 2/3 % or more of all Loans.

          "Margin" means in respect of an Interest Period the percentage rate
          per annum specified in the table below opposite the highest senior
          unsecured debt rating which has been given to the Borrower as at the
          first day of such Interest Period by either Moody's or S&P or Fitch,
          (provided (1) that the Margin shall be determined with reference to
          the lower of such ratings given to the Borrower by Moody's, S&P and
          Fitch, respectively and (2) that any changes in the Borrower's rating
          during an Interest Period shall not affect the Margin payable in
          respect of that Interest Period but only in respect of subsequent
          Interest Periods):

                                                              Applicable Margin
                   Moody's                S&P / Fitch           (% per annum)
                   -------                -----------           -------------
            Rated lower than Baa3    Rated lower than BBB-          0.395
                    Baa3                      BBB-                  0.325
                    Baa2                      BBB                   0.275
               Baa1 or higher            BBB+ or higher             0.225

          "Material Adverse Change" means an event or circumstance which
          constitutes an adverse change in the business, assets, financial
          condition or trading position of the Borrower Group of such
          significance that, in the reasonable opinion of the Majority Lenders,
          it would reasonably be expected to affect the ability of the Borrower
          to perform fully and punctually its payment obligations under this
          Agreement.

          "Material Adverse Effect" means any change in the financial condition
          of the Borrower Group which, in the reasonable opinion of the
          Majority Lenders will, or could reasonably be expected to, have a
          material and adverse effect on the business, assets or financial
          condition of the Borrower Group or which will have a material adverse
          effect on the ability of the Borrower to perform fully and punctually
          its payment obligations under this Agreement.

          "Month" means a period starting on one day in a calendar month and
          ending on the numerically corresponding day in the next calendar
          month, except that:

          (A)  if the numerically corresponding day is not a Business Day, that
               period shall end on the next Business Day in that calendar month
               in which that period is to end if there is one, or if there is
               not, on the immediately preceding Business Day; and

          (B)  if there is no numerically corresponding day in the calendar
               month in which that period is to end, that period shall end on
               the last Business Day in that calendar month.

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


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          "Original Financial Statements" means the audited consolidated
          financial statements of the Borrower Group for the Financial Year
          ended 31 March 2003.

          "Parent" means PCCW Limited, a company incorporated in Hong Kong with
          company number 69030.

          "Permitted Encumbrances" means:

          (A)  Encumbrances existing on or prior to the date of this Agreement
               details of which have been disclosed to the Agent pursuant to
               paragraph 3(D) of Schedule 2 (Conditions Precedent);

          (B)  Encumbrances for Taxes or assessments or other applicable
               governmental charges or levies;

          (C)  Encumbrances created or arising by operation of law or created
               in the ordinary course of business, including, but not limited
               to, landlords' liens and statutory liens of carriers,
               warehousemen, mechanics, materialmen, vendors and other liens
               securing amounts which are not more than 60 days overdue or
               which are being contested in good faith;

          (D)  Encumbrances incurred on deposits made in the ordinary course of
               business in connection with workers' compensation, unemployment
               insurance and other types of social security or to secure the
               performance of tenders, statutory obligations, surety and appeal
               bonds, bids, leases, government contracts or undertakings,
               performance and return of money bonds, interconnection, access
               or resale agreements with other telecommunications companies or
               organisations and similar obligations;

          (E)  easements, rights-of-way, zoning and similar restrictions and
               other similar charges or encumbrances not interfering with the
               ordinary conduct of the business of the Borrower or any of its
               Principal Subsidiaries;

          (F)  Encumbrances created on any property or assets acquired, leased
               or developed (including improved, constructed, altered or
               repaired) after the date of this Agreement; provided that (1)
               any such Encumbrance shall be confined to the property or assets
               acquired, leased or developed (including improved, constructed,
               altered or repaired); (2) the principal amount of the debt
               encumbered by such Encumbrance shall not exceed the cost of the
               acquisition or development of such property or assets or any
               improvements thereto (including any construction, repair or
               alteration) or thereon and (3) any such Encumbrance shall be
               created concurrently with or within three years following the
               acquisition, lease or development (including construction,
               improvement, repair or alteration) of such property or assets;

          (G)  rights of set-off of a financial institution with respect to
               deposits or other accounts of the Borrower or any of its
               Principal Subsidiaries held by such financial institution in an
               amount not to exceed the aggregate amount owed to such financial
               institution by the Borrower or such Principal Subsidiary, as the
               case may be;

          (H)  Encumbrances on documents and the goods they represent in
               connection with letters of credit, trade finance and similar
               transactions entered into in the ordinary course of business;


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          (I)  Encumbrances arising in connection with industrial revenue,
               development or similar bonds or other indebtedness or means of
               project financing (not to exceed the value of the project
               financed and limited to the project financed);

          (J)  Encumbrances in favour of the Borrower or any of its Principal
               Subsidiaries;

          (K)  leases, subleases, licences and sublicences granted to third
               parties in the ordinary course of business;

          (L)  attachment, judgment and other similar Encumbrances arising in
               connection with court proceedings which are effectively stayed
               while the underlying claims are being contested in good faith by
               appropriate proceedings;

          (M)  any Encumbrance against any property or assets of a person
               existing at the time such person becomes a Principal Subsidiary
               of the Borrower or arising after such acquisition pursuant to
               contractual commitments entered into prior to and not in
               contemplation of such acquisition;

          (N)  any Encumbrance existing on any property or assets prior to the
               acquisition thereof, which Encumbrance was not created in
               connection with the acquisition thereof, except for Encumbrances
               permitted pursuant to paragraph (F) above;

          (O)  Encumbrances on any property or assets of the Borrower or any of
               its Principal Subsidiaries in favour of any government or any
               subdivision thereof, securing the obligations of the Borrower or
               such Principal Subsidiary under any contract or payment owed to
               such governmental entity pursuant to applicable laws, rules,
               regulations or statutes;

          (P)  Encumbrances created in connection with any sale/leaseback
               transaction;

          (Q)  any renewal or extension of any of the Encumbrances described in
               the foregoing paragraphs which is limited to the original
               property or assets covered thereby; or

          (R)  Encumbrances in respect of indebtedness with respect to which
               the Borrower or its Principal Subsidiaries has paid money or
               deposited money or securities with a fiscal agent, trustee or
               depository to pay or discharge in full the obligations of the
               Borrower and its respective Subsidiaries in respect thereof
               (other than the obligations that such money or securities so
               paid or deposited, and the proceeds therefrom, be sufficient to
               pay or discharge such obligations in full).

          "Potential Event of Default" means any event or circumstance which
          would (with the expiry of a grace period, the giving of notice or the
          making of any determination under the Finance Documents or any
          combination of any of the foregoing) be or constitute an Event of
          Default.

          "Principal Subsidiary" means a Subsidiary of the Borrower:

          (A)  as to which one or more of the following conditions is
               satisfied:

               (1)  its net profit or (in the case of a Subsidiary of the
                    Borrower which has Subsidiaries) consolidated net profit
                    attributable to the Borrower (in each case before taxation
                    and exceptional items) is at least 5% of the consolidated
                    net profit (before taxation and exceptional items but after


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<PAGE>


                    deducting minority interests in Subsidiaries) of the
                    Borrower and its Subsidiaries; or

               (2)  its net assets or (in the case of a Subsidiary of the
                    Borrower which has Subsidiaries) consolidated net assets
                    attributable to the Borrower (in each case after deducting
                    minority interests in Subsidiaries) are at least 5% of the
                    consolidated net assets (after deducting minority interests
                    in Subsidiaries) of the Borrower and its Subsidiaries,

               all as calculated by reference to the then latest audited
               financial statements (consolidated or, as the case may be,
               unconsolidated) of the Subsidiary of the Borrower and the then
               latest audited financial statements of the Borrower provided
               that:

               (a)  in the case of a Subsidiary of the Borrower acquired after
                    the end of the financial period to which the then latest
                    relevant audited accounts relate, the reference to the then
                    latest audited accounts for the purposes of the calculation
                    above shall, until audited accounts for the financial
                    period in which the acquisition is made are published, be
                    deemed to be a reference to the accounts adjusted to
                    consolidate the latest audited accounts of the Subsidiary
                    in the accounts;

               (b)  if, in the case of a Subsidiary of the Borrower which
                    itself has one or more Subsidiaries, no consolidated
                    accounts are prepared and audited, its consolidated net
                    assets and consolidated net profits shall be determined on
                    the basis of pro forma consolidated accounts of the
                    relevant Subsidiary and its Subsidiaries prepared for this
                    purpose by its auditors;

               (c)  if the accounts of a Subsidiary of the Borrower (not being
                    a Subsidiary referred to in paragraph (a) above) are not
                    consolidated with those of the Borrower then the
                    determination of whether or not the Subsidiary of the
                    Borrower is a Principal Subsidiary shall, if the Borrower
                    requires, be based on a pro forma consolidation of its
                    accounts (consolidated, if appropriate) with the
                    consolidated accounts of the Borrower and its respective
                    Subsidiaries; or

          (B)  to which is transferred all or substantially all of the assets
               of a Subsidiary of the Borrower which immediately prior to the
               transfer was a Principal Subsidiary, provided that, with effect
               from such transfer, the Subsidiary which so transfers its assets
               and undertakings shall cease to be a Principal Subsidiary (but
               without prejudice to paragraph (A) above) and the Subsidiary of
               the Borrower (as the case may be) to which the assets are so
               transferred shall become a Principal Subsidiary.

          A certificate of the auditors of the Borrower as to whether or not a
          Subsidiary is a Principal Subsidiary shall be conclusive and binding
          on all parties in the absence of manifest error.

          "Quotation Day" means, in relation to any Interest Period in respect
          of a Loan or any Unpaid Sum, the first day of that Interest Period.

          "Reference Banks" means, subject to clause 21.6 (Reference Banks),
          the principal Hong Kong offices of each of Bayerische Landesbank,
          Bank of China (Hong Kong) Limited and


                                      10
<PAGE>


          Hang Seng Bank Limited or such other banks as may be appointed by the
          Agent in consultation with the Borrower.

          "Relevant Percentage" means, at any time in relation to any Lender
          and any amount to be advanced to the Borrower under the Facility, the
          percentage borne by that Lender's Commitment to the Total
          Commitments.

          "Reservations" means:

          (A)  the principle that equitable remedies are remedies which may be
               granted or refused at the discretion of the court;

          (B)  the limitation of enforcement by laws relating to bankruptcy,
               insolvency, liquidation, reorganisation, court schemes,
               moratoria, administration and other laws generally affecting the
               rights of creditors;

          (C)  the time barring of claims under statutes, imposed limitations
               on the periods for bringing such claims;

          (D)  defences of set-off or counterclaim and similar principles,
               rights and defences under the laws of any jurisdictions in which
               relevant obligations may have to be performed.

          "Rollover Loan" means a Loan:

          (A)  made or to be made on the same day that one or more maturing
               Loans are due to be repaid; and

          (B)  the amount of which is equal to or less than the aggregate
               amount of such maturing Loans.

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

          "Screen Rate" means the percentage rate per annum equal to the rate
          for deposits in Hong Kong Dollars which is displayed on the Moneyline
          Telerate Page 9898, provided that if the relevant page is replaced or
          service ceases to be available, the Agent may specify another page or
          service displaying the appropriate rate after consultation with the
          Borrower and all of the Lenders.

          "Subordinated Indebtedness" means the indebtedness of any Borrower
          Group Company which is subordinated to the Borrower's indebtedness
          under this Agreement pursuant to a Group Subordination Deed or a
          Third Party Subordination Deed.

          "Subsidiary" means, in relation to any company, any company or other
          business entity of which the first-named company owns or controls
          (either directly or through one or more other Subsidiaries) more than
          50% of the issued share capital, or other ownership interest, giving
          ordinary voting power to elect directors, managers or trustees of
          such company or other business entity, or any company or other
          business entity which at any time has its accounts consolidated with
          those of the first-named company or which, under Hong Kong law or
          regulations and under Hong Kong GAAP from time to time, should have
          its accounts consolidated with those of the first-named company.


                                      11
<PAGE>


         "Tax" means any tax, levy, impost, duty or other charge or withholding
         of a similar nature (including any penalty or interest payable in
         connection with any failure to pay or any delay in paying any of the
         same).

         "Telecommunications Authorisation" means the licences (including the
         FTNS Licence) and statutory authorisations under the
         Telecommunications Regulations and other consents, approvals,
         intellectual property, trade names, franchises and contracts of a
         regulatory nature which are material and necessary for the conduct by
         the Borrower Group of the Core Business.

          "Telecommunications Authority" means the Telecommunications Authority
          of Hong Kong.

          "Telecommunications Ordinance" means the Telecommunications Ordinance
          (Chapter 106 of the Laws of Hong Kong).

          "Telecommunications Regulations" the Telecommunications Ordinance,
          all licences issued to the Borrower Group pursuant to the
          Telecommunications Ordinance (including the FTNS Licence) and any
          determinations or directions issued to the Borrower Group which
          continue to have full force and effect as against the Borrower Group
          and are not otherwise waived or revoked by the Telecommunications
          Authority.

          "Termination Date" means the last day of the Availability Period.

          "Third Party Borrowing" means any Indebtedness of any Borrower Group
          Company owed to any party which is not a Group Company.

          "Third Party Subordination Deed" means each deed of subordination
          executed by the Borrower, the relevant Borrower Group Company (as
          borrower of the relevant Third Party Borrowing) and any lender (or
          any agent on behalf of a syndicate of lenders) of such Third Party
          Borrowing in the Agreed Terms in respect of such Third Party
          Borrowing.

          "Total Commitments" means the aggregate for the time being of the
          Commitments, being, at the date of this Agreement, HK$6,000,000,000.

          "Transfer Certificate" means a certificate substantially in the form
          set out in Schedule 4 (Form of Transfer Certificate).

          "Transfer Date" means, in relation to a transfer, the later of:

          (A)  the proposed Transfer Date specified in the Transfer
               Certificate; and

          (B)  the date on which the Agent executes the Transfer Certificate.

          "Unpaid Sum" means any sum due and payable but unpaid by the Borrower
          under the Finance Documents.

          "US$" means the lawful currency for the time being of the United
          States of America.

1.2       Construction

          (A)  Any reference in this Agreement to:

               (1)  "assets" of any person shall be construed as a reference to
                    the whole or any


                                      12
<PAGE>


                    part of its business, undertaking, property, shareholdings,
                    assets and revenues (including any right to receive
                    revenues and uncalled capital), whether owned as at the
                    date of this Agreement or acquired or owned thereafter;

               (2)  a "Finance Document" or any other agreement or instrument
                    is a reference to that Finance Document or other agreement
                    or instrument as amended supplemented, varied, replaced,
                    restated or novated from time to time;

               (3)  "indebtedness" includes any obligation (whether incurred as
                    principal or as surety) for the payment or repayment of
                    money, whether present or future, actual or contingent;

               (4)  a "person" means any individual, corporation, partnership,
                    joint venture, association, joint stock company, trust,
                    unincorporated organisation, government or any agency or
                    political sub-division thereof or any other entity;

               (5)  a "regulation" includes any regulation, rule, official
                    directive, request or guideline (whether or not having the
                    force of law) of any governmental, intergovernmental or
                    supranational body, agency, department or regulatory,
                    self-regulatory or other authority or organisation;

               (6)  a provision of law is a reference to that provision as
                    amended or re-enacted;

               (7)  unless a contrary indication appears, a time of day is a
                    reference to Hong Kong time;

               (8)  one gender shall include all genders, and references to the
                    singular shall include the plural and vice versa;

               (9)  "arm's length terms" means, in relation to transactions
                    entered into by a Borrower Group Company, that the terms
                    thereof are no less favourable to that Borrower Group
                    Company than could reasonably be expected to be obtained in
                    a comparable transaction with a person which is not an
                    Affiliate of such Borrower Group Company;

               (10) subject to clause 21 (Changes to the Lenders), references
                    to any "party" shall, where relevant, be deemed to be
                    references to or to include, as appropriate, their
                    respective lawful successors, assigns or transferees;

               (11) "advance" means the making of a Loan pursuant to a Drawdown
                    Notice;

               (12) a Lender includes a New Lender, but excludes a Lender if no
                    amount is or may be owed to or by that Lender under this
                    Agreement and its Commitment has been cancelled or reduced
                    to nil; and

               (13) the "equivalent" means in respect of any sum on any given
                    date, in a specified currency (the "first currency") of an
                    amount denominated in another currency (the "other
                    currency") and unless otherwise stated, reference to the
                    amount of the first currency which could be purchased with
                    the second currency at the rate of exchange quoted by the
                    Agent at or about 11:00 a.m. on such date for the purchase
                    of the first currency with the other currency.


                                      13
<PAGE>


               (B)  Section, clause and Schedule headings are for ease of
                    reference only.

               (C)  Unless a contrary indication appears, a term used in any
                    other Finance Document or in any notice given under or in
                    connection with any Finance Document has the same meaning
                    in that Finance Document or notice as in this Agreement.

                             PART 2: THE FACILITY

2.        THE FACILITY

2.1       The Facility

          Subject to the terms of this Agreement, the Lenders agree to make
          available to the Borrower a Hong Kong Dollar revolving loan facility
          in an aggregate amount equal to the Total Commitments.

2.2       Finance Party's rights and obligations

          (A)  The obligations of each Finance Party under the Finance
               Documents are several. Failure by a Finance Party to perform its
               obligations under the Finance Documents does not affect the
               obligations of any other party under the Finance Documents. No
               Finance Party is responsible for the obligations of any other
               Finance Party under the Finance Documents.

          (B)  The rights of each Finance Party under or in connection with the
               Finance Documents are separate and independent rights and any
               debt arising under the Finance Documents to a Finance Party from
               the Borrower shall be a separate and independent debt.

          (C)  A Finance Party may, except as otherwise stated in the Finance
               Documents, separately enforce its rights under the Finance
               Documents.

3.        PURPOSE

3.1       Purpose

          The Borrower shall apply all amounts borrowed by it under the
          Facility towards the general corporate purposes of the Borrower
          Group.

3.2       Monitoring

          Without prejudice to the obligations of the Borrower under clause 3.1
          (Purpose), no Finance Party is bound to monitor or verify the
          application of any amount borrowed pursuant to this Agreement.

4.        CONDITIONS OF ADVANCE

4.1       Initial conditions precedent

          The Borrower may not deliver a Drawdown Notice unless the Agent has
          received all of the documents appearing to conform on their face to
          those listed in Schedule 2 (Conditions


                                      14
<PAGE>


          Precedent). The Agent shall notify the Borrower and the Lenders
          promptly upon such receipt.

4.2       Further conditions precedent

          The Lenders will make an advance to the Borrower if:

          (A)  Drawdown Notice: the Agent shall have received a Drawdown
               Notice, not later than 10:00 a.m. (or such later time on the
               same day as the Agent may agree) not less than 3 Business Days
               before the proposed Drawdown Date and the proposed Drawdown Date
               is a Business Day which is or precedes the Termination Date;

          (B)  Amount: the amount of the proposed Loan shall be:

               (1)  equal to the Available Facility; or

               (2)  less than the Available Facility and a minimum of
                    HK$500,000,000 and a multiple of HK$100,000,000;

          (C)  Representations, etc, true: the representations and warranties
               referred to and deemed to be repeated in accordance with clause
               16.18 (Repetition) are true and accurate in all material
               respects on the proposed Drawdown Date with reference to the
               facts and circumstances then existing;

          (D)  No Default: in the case of a Rollover Loan, no Event of Default
               is Continuing or would result from the proposed advance and, in
               the case of any other Loan, no Default is Continuing or would
               result from the proposed advance;

          (E)  No market disruption: in the case of a Loan other than a
               Rollover Loan, none of the events described in clause 9.2
               (Market disruption and alternative interest rates) has occurred
               and is continuing;

          (F)  No Material Adverse Change: in the case of a Loan other than a
               Rollover Loan, no Material Adverse Change has occurred since the
               date of this Agreement or, if later, the date of the latest
               Financial Statements delivered to the Agent under clause 17.1
               (Financial Statements); and

          (G)  Interest Period: the proposed Interest Period is determined
               pursuant to clause 8.1 (Selection of Interest Periods).

4.3       Drawdown Notice irrevocable

          Each Drawdown Notice shall be irrevocable and the Borrower shall be
          bound, to the extent that the other provisions of this Agreement
          permit, to draw down in accordance with such Drawdown Notice.

4.4       Notification of Drawdown Notice

          Upon receipt of a Drawdown Notice in accordance with this clause 4
          (Conditions of Advance), the Agent shall promptly notify each Lender
          of the proposed Drawdown Date and the amount of each Lender's
          Relevant Percentage and subject to and in accordance with the
          provisions of this Agreement, each Lender shall make available
          through its


                                      15
<PAGE>


          Facility Office its Relevant Percentage of the proposed Loan on the
          proposed Drawdown Date in accordance with clause 4.5 (Payment of loan
          proceeds).

4.5       Payment of loan proceeds

          All amounts to be made available by the Lenders under clause 4.4
          (Notification of Drawdown Notice) shall be made available not later
          than 11:00 a.m. on the proposed Drawdown Date in Hong Kong Dollars in
          immediately available and freely transferable cleared funds by
          remittance to such account specified by the Agent under clause 27.1
          (Payments to the Agent).


                PART 3: REPAYMENT, CANCELLATION AND PREPAYMENT

5.        REPAYMENT

          (A)  Subject to paragraph (C) below, the Borrower shall repay each
               Loan on the last day of its Interest Period.

          (B)  Subject to the terms of this Agreement, any amount repaid
               pursuant to paragraph (A) above may be reborrowed.

          (C)  If all or part of a Loan is to be repaid from the proceeds of
               all or part of a Rollover Loan, then as between each Lender and
               the Borrower, the amount to be repaid by the Borrower shall be
               set-off against the amount of such Rollover Loan and the party
               to whom the smaller amount is to be paid shall pay to the other
               party (through the Agent in accordance with clause 27.1
               (Payments to the Agent)) a sum equal to the difference between
               the two amounts.

          (D)  Any amount which remains outstanding under the Facility on the
               Final Repayment Date shall be repaid in full on such date.

6.        CANCELLATION AND PREPAYMENT

6.1       Mandatory cancellation

          Any part of the Facility which remains undrawn at the end of the
          Availability Period shall be automatically and immediately cancelled
          and each Lender's undrawn Commitment shall at that time be reduced to
          zero.

6.2       Voluntary cancellation

          The Borrower may cancel the whole or any part of the Available
          Facility without any penalty if:

          (A)  it has given to the Agent not less than 5 days' (or such shorter
               period as the Majority Lenders may agree) prior written notice
               of the date and the amount of the cancellation; and

          (B)  in the case of cancellation of part of the Available Facility,
               the amount cancelled shall be a minimum of HK$200,000,000 and
               thereafter in integral multiples of HK$40,000,000.


                                      16
<PAGE>


6.3       Right of prepayment and cancellation in relation to a single Lender

          (A)  If:

               (1)  any sum payable to any Lender by the Borrower is required
                    to be increased under paragraph (C) of clause 11.2 (Tax
                    gross-up); or

               (2)  any Lender claims indemnification from the Borrower under
                    clause 11.3 (Indemnity) or clause 12.1 (Increased Costs),

               the Borrower may, whilst the circumstance giving rise to the
               requirement or indemnification continues, give the Agent notice
               of cancellation of the Commitment of that Lender and its
               intention to procure the prepayment of that Lender's
               participation in all the Loans.

          (B)  On receipt of a notice from the Borrower by the Agent referred
               to in paragraph (A) above, the Commitment of that Lender shall
               immediately be reduced to zero.

          (C)  On the last day of each Interest Period which ends after the
               Borrower has given notice under paragraph (A) above (or, if
               earlier, the date specified by the Borrower in that notice), the
               Borrower shall prepay that Lender's participation in all the
               Loans to which such Interest Period relates.

6.4       Restrictions

          (A)  Any notice of cancellation or prepayment given by the Borrower
               under this clause 6 shall be irrevocable and, unless a contrary
               indication appears in this Agreement, shall specify the date or
               dates upon which the relevant cancellation or prepayment is to
               be made and the amount of that cancellation or prepayment. Any
               cancellation or prepayment under this clause 6 (other than
               clause 6.3, where only the Commitment of the relevant Lender
               shall be reduced) in part shall reduce the Commitment of each
               Lender under the Facility rateably.

          (B)  Any part of the Facility which is prepaid may be reborrowed in
               accordance with the terms of this Agreement.

          (C)  The Borrower shall not prepay all or any part of the Loans or
               cancel all or any part of the Commitments except at the times
               and in the manner expressly provided for in this Agreement.

          (D)  No Commitment cancelled (in whole or in part) under this
               Agreement may be subsequently reinstated.

          (E)  If the Agent receives a notice under this clause 6, it shall
               promptly forward a copy of that notice to the Borrower or the
               affected Lender, as appropriate.


                                      17
<PAGE>


                           PART 4: COSTS OF ADVANCE

7.        INTEREST

7.1       Calculation of interest

          (A)  Subject as provided in clauses 7.3 (Default interest rate) and
               9.2 (Market disruption and alternative interest rates), the rate
               of interest applicable to each Loan for each Interest Period
               relating to it is the percentage rate per annum which is the
               aggregate of the applicable (1) HIBOR and (2) the Margin.

          (B)  Interest in respect of any Loan shall accrue from day to day and
               shall be calculated on the basis of the actual number of days
               elapsed and a year of 365 days from and including the first day
               of the relevant Interest Period to and excluding the last day of
               such Interest Period.

          (C)  The Borrower shall notify the Agent of any change in the
               Borrower's senior unsecured debt rating by Moody's or S&P or
               Fitch that would result in a change in the Margin promptly after
               it becomes aware of any public notification thereof.

7.2       Payment of interest

          The Borrower shall pay accrued interest on each Loan on the Interest
          Payment Date relating to it (and, if the Interest Period is longer
          than six Months, on the dates falling at six Monthly intervals after
          the first day of such Interest Period).

7.3       Default interest rate

          (A)  If the Borrower fails to pay any amount payable by it under a
               Finance Document on its due date, interest shall accrue on the
               Unpaid Sum from the due date up to the date of actual payment
               (both before and after judgment) at a rate 1% per annum higher
               than the rate which would have been payable if the Unpaid Sum
               had, during the period of non-payment, constituted a Loan for
               successive Interest Periods, each of a duration selected by the
               Agent (acting in good faith and reasonably). Any interest
               accruing under this clause 7.3 shall be immediately payable by
               the Borrower on demand by the Agent.

          (B)  Default interest (if unpaid) arising on an Unpaid Sum will be
               compounded with the Unpaid Sum at the end of each Interest
               Period applicable to that Unpaid Sum but will remain immediately
               due and payable.

7.4       Notification of rates of interest

          The Agent shall promptly (and in any event no later than 5:00 p.m. on
          the Quotation Day for any Interest Period) notify the Lenders and the
          Borrower of the determination of a rate of interest under this
          Agreement for such Interest Period.

8.        INTEREST PERIODS

8.1       Selection of Interest Periods

          (A)  The Borrower may select the Interest Period for a Loan in the
               Drawdown Notice for such Loan.


                                      18
<PAGE>


          (B)  Each Drawdown Notice must be delivered to the Agent by the
               Borrower not later than 10:00 a.m. on or before the day falling
               3 Business Days before the first day of the relevant Interest
               Period. Where the Borrower selects an Interest Period of 6
               Months or longer (if available):

               (1)  the Borrower shall specify a Fallback Period;

               (2)  the Agent shall request in its notice of the receipt of the
                    Drawdown Notice to the Lenders, that each Lender notify the
                    Agent by no later than 11:00 a.m. on the first Business Day
                    immediately following the date of such notice from the
                    Agent of its consent to the Borrower's selection of such 6
                    Month or longer period; and

               (3)  if the Agent does not receive the consent of all the
                    Lenders by the designated time, the Lenders shall be deemed
                    to have rejected such 6 Month or longer Interest Period
                    selected by the Borrower but accepted the Fallback Period
                    which shall be deemed to have been selected by the
                    Borrower. The Agent shall inform the Borrower and the
                    Lenders promptly after the designated time whether the
                    Fallback Period is deemed to have been selected or not (as
                    the case may be).

          (C)  If the Borrower fails to specify a Fallback Period to the Agent
               in accordance with paragraph (B) above, the relevant Fallback
               Period will (in the absence of any contrary agreement) be 1
               Month.

          (D)  Subject to this clause 8, the Borrower may select an Interest
               Period of 1, 2, 3 or (if available) 6 Months or any other period
               agreed between the Borrower and the Agent (acting on the
               instructions of all the Lenders).

          (E)  Any Interest Period for a Loan which would otherwise extend
               beyond the Final Repayment Date shall be of such duration that
               it shall end on the Final Repayment Date.

          (F)  Each Interest Period shall start on the relevant Drawdown Date.

          (G)  A Loan has one Interest Period only.

9.        CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS

9.1       Absence of quotations

          Subject to clause 9.2 (Market disruption and alternative interest
          rates), if HIBOR is to be determined by reference to the Reference
          Banks but a Reference Bank does not supply a quotation by 12:00 noon
          on the Quotation Day, HIBOR shall be determined on the basis of the
          quotations of the remaining Reference Banks (if more than one).

9.2       Market disruption and alternative interest rates

          (A)  If a Market Disruption Event (as defined below) occurs in
               relation to a Loan for its Interest Period, then:

               (1)  the Agent shall promptly notify the Borrower and the
                    Lenders accordingly giving full details of the
                    circumstances relevant to such notification;


                                      19
<PAGE>


               (2)  the Agent (on behalf of the Lenders) and after consultation
                    with the Lenders shall, within five Business Days of such
                    notice, commence negotiations with the Borrower with a view
                    to agreeing a mutually acceptable substitute basis on which
                    such Loan or Unpaid Sum may be maintained;

               (3)  any substitute basis agreed in writing by the Agent (on
                    behalf of and with the consent of all of the Lenders) and
                    the Borrower within 30 days of such notice shall take
                    effect in accordance with its terms and interest shall be
                    calculated as if the substitute basis had come into effect
                    from the beginning of the relevant Interest Period;

               (4)  if no agreement is reached within 30 days, each Lender's
                    participation in such Loan shall during that Interest
                    Period bear interest at the annual rate equal to the cost
                    to that Lender (as certified by it to the Borrower within
                    10 days of the end of that 30 day period and expressed as a
                    percentage rate per annum) of funding its portion of such
                    Loan, during that Interest Period by whatever means that
                    Lender reasonably determines to be most appropriate
                    (provided that each Lender shall use its reasonable
                    endeavours to obtain the cheapest source of funding
                    reasonably available to it) plus the prevailing Margin

               (5)  any substitute basis determined in accordance with this
                    clause 9.2 shall take effect until such time as the Agent
                    notifies the Borrower and the Lenders that none of the
                    circumstances previously notified to the Borrower and the
                    Lenders continue to exist whereupon the normal interest
                    rate fixing provisions of clause 7.1 (Calculation of
                    interest) shall apply as from the Quotation Day for the
                    next Interest Period.

          (B)  In this Agreement "Market Disruption Event" means:

               (1)  at or about 12:00 noon on the Quotation Day for the
                    relevant Interest Period the applicable Screen Rate is not
                    available and none or only one of the Reference Banks
                    supplies a rate to the Agent to determine HIBOR for the
                    relevant period; or

               (2)  at or before 4:00 p.m. on the Quotation Day for the
                    relevant Interest Period, the Agent receives notifications
                    from a Lender or Lenders (whose participations in the Loans
                    exceed 35% of the aggregate outstanding) that the cost to
                    it or them of obtaining matching deposits in the Hong Kong
                    interbank market would be in excess of HIBOR; or

               (3)  at or about 12:00 noon on the Quotation Day for the
                    relevant Interest Period the Agent reasonably determines
                    that, by reason of circumstances affecting the Hong Kong
                    interbank market, adequate and fair means do not or will
                    not exist for determining the rate of interest applicable
                    to such Interest Period.

9.3       Break Costs

          (A)  The Borrower shall, within five Business Days of demand by a
               Finance Party, pay to that Finance Party its Break Costs
               attributable to all or any part of a Loan or Unpaid Sum being
               paid by the Borrower on a day other than the last day of an
               Interest Period for that Loan or Unpaid Sum.


                                      20
<PAGE>


          (B)  Each Lender shall, as soon as reasonably practicable after a
               demand by the Agent or the Borrower, provide a letter to the
               Agent and the Borrower certifying the amount of its Break Costs
               for any Interest Period in which they accrue.

10.       FEES

10.1      Facility fee

          The Borrower shall pay to the Agent (for the account of each Lender
          in respect of its Commitment) a facility fee at the rate of 0.225 per
          cent. per annum and calculated on the amount of the Total Commitments
          from time to time, such fee to be payable (1) quarterly in arrears,
          with the first payment being made on the day falling 3 months after
          the date of this Agreement and (2) on the day on which all Loans have
          been repaid in full and the Available Facility is cancelled and
          reduced to zero.

10.2      Front-end fee

          The Borrower shall pay to the Agent for the account of the
          Co-ordinating Arrangers a front-end fee in the amount and at the time
          agreed in the Fee Letter.

10.3      Agency fee

          The Borrower shall pay to the Agent (for its own account) an agency
          fee in the amount and at the times agreed in the Fee Letter.


                    PART 5: ADDITIONAL PAYMENT OBLIGATIONS

11.       TAX GROSS UP AND CREDIT

11.1      Definitions

          (A)  In this clause 11:

               "Protected Party" means a Finance Party which is or will be, for
               or on account of Tax, subject to any liability or required to
               make any payment in relation to a sum received or receivable (or
               any sum deemed for the purposes of Tax to be received or
               receivable) under a Finance Document.

               "Tax Credit" means a credit against, relief or remission for, or
               repayment of any Tax.

               "Tax Deduction" means a deduction or withholding for or on
               account of Tax from a payment under a Finance Document.

               "Tax Payment" means an increased payment made by the Borrower to
               a Finance Party under clause 11.2 (Tax gross-up).

          (B)  In this clause 11, a reference to "determines" or "determined"
               means a determination made in the discretion of the person
               making the determination (acting reasonably).


                                      21
<PAGE>


11.2      Tax gross-up

          (A)  The Borrower shall make all payments to be made by it without
               any Tax Deduction, unless a Tax Deduction is required by law.

          (B)  The Borrower or a Lender shall promptly upon becoming aware that
               the Borrower must make a Tax Deduction (or that there is any
               change in the rate or the basis of a Tax Deduction) notify the
               Agent accordingly. If the Agent receives such notification from
               a Lender it shall notify the Borrower.

          (C)  If a Tax Deduction is required by law to be made by the
               Borrower, the amount of the payment due from the Borrower shall
               be increased to an amount which (after making any Tax Deduction)
               leaves an amount equal to the payment which would have been due
               if no Tax Deduction had been required.

          (D)  If the Borrower is required to make a Tax Deduction, the
               Borrower shall make that Tax Deduction and any payment required
               in connection with that Tax Deduction within the time allowed in
               the minimum amount required by law.

          (E)  Within thirty days of making either a Tax Deduction or any
               payment required in connection with that Tax Deduction or of
               receiving a receipt from the relevant tax authority in respect
               of any such payment, the Borrower shall deliver to the Agent for
               the Finance Party entitled to the payment evidence reasonably
               satisfactory to that Finance Party that the Tax Deduction has
               been made or (as applicable) any appropriate payment paid to the
               relevant taxing authority.

11.3      Indemnity

          (A)  The Borrower shall (within 3 Business Days of demand by the
               Agent) pay to a Protected Party an amount equal to the loss,
               liability or cost which that Protected Party determines will be
               or has been (directly or indirectly) suffered for or on account
               of Tax by that Protected Party in relation to a sum received or
               receivable (or any sum deemed for the purposes of Tax to be
               received or receivable) under a Finance Document provided that
               such loss, liability or cost is not due to any delay or
               non-compliance by that Protected Party.

          (B)  Paragraph (A) above shall not apply with respect to any Tax
               assessed on a Finance Party:

               (1)  under the law of the jurisdiction in which that Finance
                    Party is incorporated or, if different, the jurisdiction
                    (or jurisdictions) in which that Finance Party is treated
                    as resident for tax purposes or carries on a business for
                    tax purposes; or

               (2)  under the law of the jurisdiction in which that Finance
                    Party's Facility Office is located in respect of amounts
                    received or receivable in that jurisdiction,

               if that Tax is imposed on or calculated by reference to the net
               income received or receivable (but not any sum deemed to be
               received or receivable) by that Finance Party;

          (C)  A Protected Party making, or intending to make a claim pursuant
               to paragraph (A) above shall promptly notify the Agent of the
               event which will give, or has given, rise


                                      22
<PAGE>


               to the claim, following which the Agent shall notify the
               Borrower.

          (D)  A Protected Party shall, on receiving a payment from the
               Borrower under this clause 11.3, notify the Agent.

11.4      Tax Credit

          If the Borrower makes a Tax Payment and the relevant Finance Party
          determines in good faith that:

          (A)  a Tax Credit is attributable to that Tax Payment; and

          (B)  that Finance Party has obtained, utilised and retained that Tax
               Credit,

          that Finance Party shall pay an amount to the Borrower which that
          Finance Party determines in good faith will leave it (after that
          payment) in the same after-Tax position as it would have been in had
          the Tax Payment not been made by the Borrower.

          Nothing in this clause 11.4 shall interfere with the right of a
          Finance Party to arrange its Tax affairs in whatever manner it thinks
          fit. No Finance Party shall be obliged to disclose any information
          relating to its Tax affairs or any computations in respect thereof.

11.5      Stamp taxes

          The Borrower shall pay and, within five Business Days of demand,
          indemnify each Finance Party against any cost, loss or liability that
          Finance Party incurs in relation to all stamp duty, registration and
          other similar Taxes payable in respect of any Finance Document or any
          judgment given in connection with them against the Borrower and shall
          indemnify each of the Finance Parties against any and all
          liabilities, including penalties, with respect to or resulting from
          its delay or omission to pay promptly following a request from a
          Finance Party any such stamp, registration and similar taxes or
          charges.

12.       INCREASED COSTS

12.1      Increased Costs

          (A)  Subject to clause 12.3 (Exceptions) the Borrower shall, within
               five Business Days of a demand by the Agent, pay for the account
               of a Finance Party the amount of any Increased Costs (as defined
               below) incurred by that Finance Party or any of its Affiliates
               as a result of (1) the introduction of or any change in (or in
               the interpretation or application of) any law or regulation or
               (2) compliance with any applicable law or regulation made after
               the date of this Agreement.

          (B)  In this Agreement, "Increased Costs" means:

               (1)  a reduction in the rate of return from the Facility or on a
                    Finance Party's (or its Affiliate's) overall capital;

               (2)  an additional or increased cost; or

               (3)  a reduction of any amount due and payable under any Finance
                    Document,


                                      23
<PAGE>


                    which is incurred or suffered by a Finance Party or any of
                    its Affiliates to the extent that it is attributable to
                    that Finance Party having entered into its Commitment or
                    funding or performing its obligations under any Finance
                    Document.

12.2      Increased Costs claims

          (A)  A Finance Party intending to make a claim pursuant to clause
               12.1 (Increased Costs) shall notify the Agent of the event
               giving rise to the claim, following which the Agent shall
               promptly notify the Borrower.

          (B)  Each Finance Party shall, as soon as practicable after a demand
               by the Agent, provide a certificate confirming the amount of its
               Increased Costs.

12.3      Exceptions

          (A)  Clause 12.1 (Increased Costs) does not apply to the extent any
               Increased Cost is:

               (1)  attributable to a Tax Deduction required by law to be made
                    by the Borrower; or

               (2)  attributable to the wilful breach by the relevant Finance
                    Party or its Affiliates of any law or regulation; or

               (3)  compensated for in full by the operation of clause 11.3
                    (Indemnity) or any other provision of this Agreement; or

               (4)  attributable to any change in the rate of any Tax referred
                    to in clause 11.3(B); or

               (5)  attributable to the implementation by the applicable
                    authorities having jurisdiction over such Lender of any
                    increase in capital adequacy requirements which is pursuant
                    to and in accordance with any timetable relating to the
                    implementation of capital adequacy requirements where the
                    Lender is aware of such timetable as at the date of this
                    Agreement.

          (B)  In this clause 12.3, a reference to a "Tax Deduction" has the
               same meaning given to the term in clause 11.1 (Definitions).

13.       INDEMNITIES

13.1      Currency indemnity

          (A)  If any sum due from the Borrower under the Finance Documents (a
               "Sum"), or any order, judgment or award given or made in
               relation to a Sum, has to be converted from the currency (the
               "First Currency") in which that Sum is payable into another
               currency (the "Second Currency") for the purpose of:

               (1)  making or filing a claim or proof against the Borrower; or

               (2)  obtaining or enforcing an order, judgment or award in
                    relation to any litigation or arbitration proceedings,


                                      24
<PAGE>


               the Borrower shall, as an independent obligation, within five
               Business Days of demand, indemnify each Finance Party to whom
               that Sum is due against any cost, loss or liability arising out
               of or as a result of the conversion including any discrepancy
               between (1) the rate of exchange used to convert that Sum from
               the First Currency into the Second Currency and (2) the rate or
               rates of exchange available to that person at the time of its
               receipt of that Sum.

          (B)  The Borrower waives any right it may have in any jurisdiction to
               pay any amount under the Finance Documents in a currency or
               currency unit other than that in which it is expressed to be
               payable.

13.2      Other indemnities

          The Borrower shall, within five Business Days of demand, indemnify
          each Finance Party against any cost, loss or liability properly
          incurred by that Finance Party as a result of:

          (A)  the occurrence of any Default;

          (B)  a failure by the Borrower to pay any amount due under a Finance
               Document on its due date including, without limitation, any
               cost, loss or liabilities arising as a result of clause 26.2
               (Redistribution of payments);

          (C)  funding, or making arrangements to fund, its participation in a
               Loan requested by the Borrower in the relevant Drawdown Notice
               but not made by reason of the operation of any one or more of
               the provisions of this Agreement (other than by reason of
               default or negligence by that Lender alone); or

          (D)  a Loan (or part of a Loan) not being prepaid in accordance with
               a notice of prepayment given by the Borrower.

13.3      Indemnity to the Agent

          The Borrower shall promptly indemnify the Agent against any cost,
          loss or liability incurred by the Agent (acting reasonably) as a
          result of:

          (A)  investigating any event which it reasonably believes is a
               Default; or

          (B)  acting or relying on any notice, request or instruction which it
               reasonably believes to be genuine, correct and appropriately
               authorised.

14.       ILLEGALITY AND MITIGATION

14.1      Illegality

          If, at any time, it is or will become unlawful in any jurisdiction
          for a Lender to perform any of its obligations as contemplated by
          this Agreement or to fund its participation in any Loan:

          (A)  that Lender shall promptly notify the Agent upon becoming aware
               of that event;

          (B)  upon the Agent notifying the Borrower, the relevant Commitment
               of that Lender will be immediately cancelled. If a Lender's
               Commitment is cancelled in accordance with the terms of this
               Agreement after the Agent has received a Drawdown Notice,


                                       25
<PAGE>


               then the amount to be advanced thereunder shall be reduced
               accordingly; and

          (C)  the Borrower shall repay that Lender's participation in each
               Loan together with accrued interest to the date of actual
               payment and all other sums due or which may become due to such
               Lender including any additional amount payable under clause 13.2
               (Other indemnities) on the last day of the Interest Period for
               such Loan occurring after the Agent has notified the Borrower
               or, if earlier, the date specified by the Lender in the notice
               delivered to the Agent (being no earlier than the last day of
               any applicable grace period permitted by law).

14.2      Mitigation

          Notwithstanding the provisions of Clauses 11 (Tax gross up and
          credit), 12 (Increased Costs) and 14.1 (Illegality), if in relation
          to a Lender or (as the case may be) the Agent circumstances arise
          which would result in:

          (A)  any deduction, withholding or payment of the nature referred to
               in clause 11 (Tax gross up and credit);

          (B)  any increased cost of the nature referred to in clause 12
               (Increased Costs); or

          (C)  a notification pursuant to clause 14.1 (Illegality),

          then without in any way limiting, reducing or otherwise qualifying
          the rights of such Lender or the Agent, as the case may be, under any
          of those clauses, and without prejudice to the Borrower's obligations
          under those clauses, such Lender or the Agent, as the case may be,
          shall promptly upon becoming aware of the same notify the Agent
          thereof (whereupon the Agent shall promptly notify the Borrower) and
          such Lender or the Agent, as the case may be, shall enter into
          negotiations in good faith with the Agent and the Borrower for a
          period not exceeding thirty days (or such lesser period, as the
          parties may agree) with a view to mitigating or removing such
          circumstances by means of the transfer of its participation in the
          Facility and its rights and obligations hereunder and under the
          Finance Documents to another financial institution or Facility Office
          not affected by the circumstances having the results set out in (A),
          (B) or (C) above and shall otherwise take such reasonable steps as
          may be open to it to mitigate the effects of such circumstances
          provided that such Lender or the Agent, as the case may be, shall not
          be under any obligation to take any such action if, in its opinion,
          to do so would or might have a material adverse effect upon its
          business, operation or financial condition or the management of its
          Tax affairs or be contrary to its policies or would involve it in any
          unlawful activity or any activity that is contrary to any request,
          guidance or directive of any competent authority applicable to such
          Lender or the Agent (whether or not having the force of law but if
          not having the force of law being on which it is the general practice
          of persons to whom it is intended to apply to comply with) or (unless
          indemnified to its satisfaction) would involve it in any significant
          expense or tax disadvantage.

14.3      The Borrower shall indemnify each Finance Party for all costs and
          expenses reasonably incurred by that Finance Party as a result of
          steps taken by it under clause 14.2 (Mitigation).


                                      26
<PAGE>


15.       COSTS AND EXPENSES

15.1      Transaction expenses

          The Borrower shall, within five Business Days of demand, pay the
          Agent and the Co-ordinating Arrangers the amount of all costs and
          expenses (including legal fees) reasonably incurred by any of them
          (on a full indemnity basis and whether or not the Facility is
          drawndown or utilised) in connection with the negotiation,
          preparation, printing, execution and syndication of:

          (A)  this Agreement and any other documents referred to in this
               Agreement; and

          (B)  any other Finance Documents executed after the date of this
               Agreement.

15.2      Amendment costs

          If the Borrower requests an amendment, waiver or consent, the
          Borrower shall, within five Business Days of demand, reimburse the
          Agent for the amount of all costs and expenses (including legal fees)
          reasonably incurred by the Agent in responding to, evaluating,
          negotiating or complying with that request or requirement.

15.3      Enforcement costs

          The Borrower shall, within five Business Days of demand, pay to each
          Finance Party the amount of all costs and expenses (including legal
          fees, valuation, accountancy and consultancy fees, administrative
          time costs and communication out of pocket expenses) properly
          incurred by that Finance Party in connection with the enforcement of,
          or the preservation of any rights under, any Finance Document.


          PART 6: REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

16.       REPRESENTATIONS AND WARRANTIES

          Subject to clause 16.18 (Repetition), the Borrower makes the
          representations and warranties set out in this clause 16 to each
          Finance Party on the date of this Agreement.

16.1      Status

          (A)  The Borrower is a limited company, duly incorporated and validly
               existing under the laws of Hong Kong.

          (B)  Each of the Borrower and each other Borrower Group Company has
               the power and all necessary governmental and other consents,
               approvals, licences and authorities under any applicable
               jurisdiction to own its assets and carry on its business as it
               is being conducted.


                                      27
<PAGE>


16.2      Binding obligations

          The obligations expressed to be assumed by the Borrower in each
          relevant Finance Document are, subject to the Reservations, its
          legal, valid, binding and enforceable obligations.

16.3      Non-conflict with other obligations

          The entry into and performance by the Borrower of, and the
          transactions contemplated by, the Finance Documents do not conflict
          in any material way with:

          (A)  any law or regulation applicable to it;

          (B)  its constitutional documents; or

          (C)  any agreement or instrument binding upon it or any other
               Borrower Group Company or any of its or any such company's
               assets.

16.4      Power and authority

          (A)  The Borrower has the power to enter into, perform and deliver,
               and has taken all necessary action to authorise its entry into,
               performance and delivery of, the Finance Documents to which it
               is a party and the transactions contemplated by those Finance
               Documents.

          (B)  No limits on the Borrower's powers will be exceeded as a result
               of the borrowings and grant of security or the taking of any
               other action contemplated by any relevant Finance Document.

          (C)  (1)  All actions, conditions and things required to be
                    taken, fulfilled and done (including the obtaining of any
                    necessary consents and approvals) in order to enable the
                    Borrower lawfully to enter into, exercise its rights and
                    perform and comply with its obligations contained in each
                    relevant Finance Document and to ensure that those
                    obligations are (subject to the Reservations) legally
                    valid, binding and enforceable have been taken, fulfilled
                    and done; and

               (2)  The requisite resolutions of the Borrower's board of
                    directors have been duly and properly passed to authorise
                    its execution and performance of the Finance Documents to
                    which it is a party and such resolutions are in full force
                    and effect and have not been varied or rescinded.

16.5      Validity and admissibility in evidence

          Subject to the Reservations, all Authorisations required or
          desirable:

          (A)  to enable the Borrower lawfully to enter into, exercise its
               rights and comply with its obligations in each relevant Finance
               Document; and

          (B)  to make each relevant Finance Document admissible in evidence in
               its jurisdiction of incorporation,

          have been obtained or effected and are in full force and effect.


                                      28
<PAGE>


16.6      No Event of Default

          No Event of Default has occurred which is Continuing.

16.7      Financial Statements

          Its Financial Statements, together with the notes thereto, fairly
          represent its and, in case of the consolidated Financial Statement,
          the Borrower Group's financial condition during the relevant period
          in respect of which the same were prepared.

16.8      No litigation

          No litigation, arbitration or administrative or other proceedings
          (together "proceedings") of or before any court have (to the best of
          the Borrower's knowledge and belief) been started or threatened
          against the Borrower or any other Borrower Group Company where, if
          such proceedings were adversely determined against the Borrower or
          such other Borrower Group Company they would (whether individually or
          in aggregate) be likely to result in a liability in excess of
          US$30,000,000 (or its equivalent) or result in a Material Adverse
          Effect.

16.9      No Material Adverse Change

          There has been no Material Adverse Change (to the best of the
          Borrower's knowledge and belief) since the date of this Agreement or,
          if later, the date of the latest Financial Statements delivered to
          the Agent under clause 17.1 (Financial Statements).

16.10     Material business and consents

          All licences and all material contracts, consents and authorisations
          (including Telecommunications Authorisations) necessary for the
          carrying on of the Borrower Group's Core Business have been obtained
          and are in full force and effect and (to the best of the Borrower's
          knowledge and belief) are not likely to be revoked or terminated (and
          not be reinstated, renewed or replaced by a similar licence within 30
          days after such revocation or termination) or be made subject to
          unduly onerous conditions, and no notice has been received by the
          Borrower or, so far as the Borrower is aware, by any other Borrower
          Group Company of an intention to so revoke or terminate or impose
          such conditions.

16.11     Telecommunications compliance

          Neither the Borrower nor, so far as the Borrower is aware, any other
          Borrower Group Company has received notification of any breach or
          alleged breach of the Telecommunications Regulations and the Borrower
          has no reason to believe that any such notice is pending or
          threatened and no circumstances exist which are known to the Borrower
          and which may be expected to prevent or interfere with the Borrower
          or any other Borrower Group Company being in compliance with any such
          Telecommunications Regulations or result in any material liability
          under them.

16.12     Governing law and enforcement

          The choice of Hong Kong law as the governing law of the relevant
          Finance Documents will, subject to the Reservations, be recognised
          and enforced in its jurisdiction of incorporation.


                                      29
<PAGE>


16.13     Deduction of Tax

          It is not required under the law of its jurisdiction of incorporation
          to make any deduction for or on account of Tax from any payment it
          may make under any Finance Document.

16.14     No filing or stamp taxes

          Under the laws of Hong Kong it is not necessary that the Finance
          Documents be filed, recorded or enrolled with any court or other
          authority in that jurisdiction or that any stamp, registration or
          similar tax be paid on or in relation to the Finance Documents or the
          transactions contemplated by the Finance Documents.

16.15     Pari passu ranking

          The Borrower's payment obligations under the Finance Documents rank
          at least pari passu with the claims of all its other unsecured and
          unsubordinated creditors, except for obligations mandatorily
          preferred by law applying to companies generally.

16.16     Share capital interests

          As at the date of this Agreement, the Borrower is an indirect wholly
          owned subsidiary of the Parent.

16.17     No Encumbrances

          There are no Encumbrances affecting any assets of the Borrower or any
          of its Principal Subsidiaries (other than the Listed Principal
          Subsidiaries and their Subsidiaries) except as permitted under clause
          19.3 (Negative pledge).

16.18     Repetition

          There shall be deemed to be repeated on the first day of each
          Interest Period each of the representations and warranties contained
          in clauses 16.1 (Status), 16.2 (Binding obligations), 16.3
          (Non-conflict with other obligations), 16.4 (Power and authority),
          16.5 (Validity and admissibility in evidence), 16.6 (No Event of
          Default), 16.7 (Financial Statements), 16.8 (No litigation), 16.9 (No
          Material Adverse Change), 16.10 (Material business and consents)
          16.11 (Telecommunications compliance), 16.12 (Governing law and
          enforcement) and 16.15 (Pari passu ranking), by reference to the
          facts and circumstances existing as at such date; except in the case
          of the representation and warranty set out in clauses 16.7 (Financial
          Statements) and 16.9 (No Material Adverse Change) which shall be
          deemed to be repeated by reference to the most recent Financial
          Statements delivered to the Agent under clause 17.1 (Financial
          Statements).

17.       INFORMATION UNDERTAKINGS

          The undertakings in this clause 17 shall remain in force from the
          date of this Agreement for so long as any amount is outstanding or
          prior to which, any Commitment is in force, under the Finance
          Documents.

17.1      Financial Statements

          The Borrower will deliver to the Agent, in sufficient copies for all
          the Lenders:


                                      30
<PAGE>


          (A)  as soon as available and in any event within 120 days after the
               end of each of its Financial Years (beginning with the Financial
               Year ending on 31 March 2004), its annual audited financial
               statements both on a consolidated and non-consolidated basis as
               at the end of and for that Financial Year;

          (B)  as soon as available and in any event within 90 days after the
               end of the first six months of each of its Financial Years
               (beginning with the six months ending on 30 September 2003), its
               semi-annual unaudited financial statements both on a
               consolidated and non-consolidated basis and as at the end of and
               for the relevant six month period; and

          (C)  for so long as any securities issued by the Parent are listed on
               The Stock Exchange of Hong Kong Limited or any recognised stock
               exchange, its quarterly unaudited financial statements for the
               quarters ending 30 June and 31 December in each Financial Year
               both on a consolidated and non-consolidated basis as soon as the
               same become available, but in any event not later than the date
               falling 60 days after the end of each such quarter of each of
               its Financial Years or, if later, one week after the date of the
               announcement of the results of the Parent for the six months or,
               as the case may be, twelve months ended at the end of such
               quarter Provided that if a copy of such unaudited financial
               statements has been delivered by the Borrower prior to the date
               of such announcement to any third party not being a Group
               Company and which is not bound by an obligation of
               confidentiality to the Parent, then such unaudited financial
               statements shall be delivered not later than the date falling
               one week after the date on which such unaudited financial
               statements were delivered to such third party. In the event that
               all the securities issued by the Parent cease to be so listed,
               the Borrower shall deliver such quarterly unaudited financial
               statements as soon as the same become available, but in any
               event within 60 days after the end of such quarter.

17.2      Requirements as to Financial Statements

          (A)  Each set of Financial Statements delivered by the Borrower
               pursuant to clause 17.1 (Financial Statements) shall be
               certified by a director of the Borrower as fairly representing
               the financial condition of the Borrower Group or, as the case
               may be, of the Borrower as at the date as at which those
               Financial Statements were drawn up and shall be accompanied by a
               written confirmation from the Borrower to the Agent certifying
               the aggregate amount of all Indebtedness secured by all
               Encumbrances referred to in paragraph (B) of clause 19.3
               (Negative pledge) as at such date.

          (B)  The Borrower shall procure that each set of Financial Statements
               delivered pursuant to clause 17.1 (Financial Statements) is
               prepared using Hong Kong GAAP and accounting practices
               consistent with those applied in the preparation of the Original
               Financial Statements unless, in relation to any set of Financial
               Statements, it notifies the Agent that there has been a change
               in Hong Kong GAAP, the accounting practices or reference periods
               and its auditors deliver to the Agent:

               (1)  a description of any change necessary for those Financial
                    Statements to reflect Hong Kong GAAP, accounting practices
                    and reference periods upon which its Original Financial
                    Statements were prepared; and

               (2)  in the case of the Financial Statements delivered pursuant
                    to paragraphs (A)


                                      31
<PAGE>


                    and (B) of clause 17.1 (Financial Statements) sufficient
                    information, in form and substance as may be reasonably
                    required by the Agent, to enable the Lenders to determine
                    whether clause 18 (Financial covenants) has been complied
                    with and make an accurate comparison between the financial
                    position indicated in those Financial Statements and the
                    Original Financial Statements.

               Any reference in this Agreement to those Financial Statements
               shall be construed as a reference to those Financial Statements
               as adjusted to reflect the basis upon which the Original
               Financial Statements were prepared.

          (C)  The Borrower shall only appoint and retain as its auditors KPMG
               or any other internationally recognised firm of accountants.

          (D)  The Borrower shall, at the same time as it delivers its annual
               or semi-annual Financial Statements, deliver to the Agent a
               Compliance Certificate.

17.3      Information: miscellaneous

          The Borrower shall supply, or shall procure that there is supplied,
          to the Agent (in sufficient copies for all the Lenders):

          (A)  as soon as reasonably practicable upon becoming aware of them,
               details of any litigation, arbitration or administrative
               proceedings which are current against the Borrower or any other
               Borrower Group Company and which might, if adversely determined,
               have a Material Adverse Effect and detailing to what extent such
               liability or diminution is covered by insurance;

          (B)  as soon as reasonably practicable, such further information
               regarding the financial condition, business and operations of
               the Borrower or any other Borrower Group Company, taken as a
               whole, as any Finance Party (through the Agent) may reasonably
               request;

          (C)  all documents dispatched by the Borrower or by any other
               Borrower Group Company to its creditors generally, and following
               the initial public offering of shares in any Borrower Group
               Company, its public shareholders, at the same time as they are
               dispatched; and

          (D)  as soon as reasonably practicable after the Borrower becomes
               aware of the same, any statement, direction, notice,
               determination, guideline, code of practice issued by any
               Telecommunications Authority which amends, revokes, limits or
               suspends any of the Telecommunications Authorisations granted to
               any Borrower Group Company or which imposes any condition or
               obligation on any Borrower Group Company (in addition to those
               to which it is already subject as at the date of this Agreement)
               which may have a Material Adverse Effect.

18.       FINANCIAL COVENANTS

18.1      Definitions

          In this clause 18:


                                      32
<PAGE>


          "EBITDA" means, in respect of any Relevant Period, the total
          operating profit (loss) for continuing operations before interest,
          tax, depreciation of tangible assets and amortisation of goodwill and
          other intangible assets of the Borrower Group as determined on a
          consolidated basis in accordance with Hong Kong GAAP and excluding in
          respect of the Borrower Group any share of results of associates,
          jointly controlled and unconsolidated companies, any exceptional
          profits or losses on the sale of or termination of an operation,
          exceptional costs of a reorganisation or restructuring, any
          extraordinary losses or expenses such as goodwill write-off, asset
          and investment impairment losses and provisions for investments and
          properties and any exceptional profits or losses on the disposals of
          assets and extraordinary items and minority interests.

          "Interest" means, in relation to any Relevant Period, interest
          (including the interest element of any payments made under finance
          leases or hire purchase agreements), commission, fees, discounts and
          other finance expenses or charges payable by the Borrower Group
          during the Relevant Period (but excluding any interest payable to any
          Borrower Group Company) as determined on a consolidated basis in
          accordance with Hong Kong GAAP.

          "Relevant Period" means each period of twelve months ending on the
          last day of the Borrower's Financial Year and each period of twelve
          months ending on the last day of the first half of the Borrower's
          Financial Year.

          "Test Dates" means 1 February 2004 and 1 August 2004 and thereafter
          each 1 February and 1 August (or, to the extent the Borrower's
          Financial Year is amended, the first day of the fifth month following
          the end of each Relevant Period) and "Test Date" means any of the
          foregoing. Each "Test Date" will be in respect of the most recently
          completed Relevant Period.

          "Total Debt" of any person means, at any date, the aggregate
          outstanding principal or capital amount of (without duplication) (A)
          all Indebtedness of such person, (B) any other indebtedness for
          Borrowed Money with a final maturity of less than one year from its
          date of incurrence owed to any commercial bank or other credit
          institution by such person, (C) all amounts outstanding under any
          commercial paper programme of such person and (D) any guarantees,
          indemnities or other assurances against financial loss given by such
          person in respect of the Total Debt of any other person, in each case
          as determined on a consolidated basis in accordance with Hong Kong
          GAAP, provided that the following liabilities shall be excluded when
          calculating the Total Debt of any person (1) any currency hedging in
          relation to non-Hong Kong Dollar indebtedness by the Borrower or any
          of its Subsidiaries from time to time, (2) any issue of securities
          which are mandatorily convertible into shares, (3) its Subordinated
          Indebtedness and (4) trade payables and vendor financing.

18.2      Financial undertakings

          The Borrower shall comply with the following for so long as any
          amount remains outstanding under any Finance Document:

          (A)  The ratio of EBITDA to Interest in respect of any Relevant
               Period shall not be less than 2.0 to 1.

          (B)  The ratio of Total Debt of the Borrower Group to EBITDA in
               respect of any Relevant Period shall not exceed 5.0 to 1.


                                      33
<PAGE>


          Compliance with and calculation of the ratios referred to in this
          clause 18.2 shall be required as at the last day of each Relevant
          Period only. Testing shall be carried out on each of the Test Dates
          the first of which shall fall on 1 February 2004 by reference to the
          most recent annual audited and/or semi-annual unaudited accounts
          prepared on a consolidated basis in respect of the Borrower Group
          delivered by the Borrower in respect of the Relevant Period.

          Any Indebtedness owing by, or interest payable by, a Borrower Group
          Company to another Borrower Group Company shall be ignored for the
          purposes of this clause 18.2.

18.3      Terms of subordination

          For the purpose of calculating the financial covenants under this
          clause 18, the Borrower may procure any Inter-Group Borrowing or any
          Third Party Borrowing be deemed and treated as Subordinated
          Indebtedness pursuant to a Group Subordination Deed or, as the case
          may be, a Third Party Subordination Deed. In either case, the
          Borrower may subsequently at its option de-subordinate any such
          Subordinated Indebtedness in accordance with the terms of the Group
          Subordination Deed or, as the case may be, the Third Party
          Subordination Deed relating thereto provided that such
          de-subordination applies to all but not part only of such
          Subordinated Indebtedness and provided further that the following
          conditions have been satisfied:

          (A)  the Borrower has given to the Agent not less than 30 Business
               Days' (or such shorter period as the Majority Lenders may agree)
               prior written notice of the date on which such de-subordination
               is to become effective (the "Release Date");

          (B)  together with the notice referred to above, the Borrower has
               delivered a confirmation in writing to the Agent certifying that
               it is in compliance with the financial covenants contained in
               and calculated in accordance with this clause 18 and would
               remain in compliance notwithstanding the proposed
               de-subordination and confirming that no Default has occurred and
               is Continuing or would result from the proposed
               de-subordination. For the avoidance of doubt, the relevant
               amount of the Subordinated Indebtedness to be de-subordinated on
               the Release Date shall, as from and as at such date, be treated
               as and included in the calculation of Total Debt or, as the case
               may be, Interest for the purposes of this clause 18; and

          (C)  no Default is Continuing on the Release Date.

          The Borrower shall not be entitled to de-subordinate any Subordinated
          Indebtedness except as provided for in this clause 18.3.

19.       GENERAL UNDERTAKINGS

          The undertakings in this clause 19 shall remain in force for so long
          as any amount is outstanding or prior to which, any Commitment is in
          force, under the Finance Documents.

19.1      Authorisations

          The Borrower shall, and shall procure that each other Borrower Group
          Company shall, promptly obtain, comply with and do all that is
          necessary to maintain in full force and effect any Authorisation
          required under any applicable law to ensure the legality, validity,
          enforceability or admissibility in evidence of any relevant Finance
          Document in any relevant jurisdiction to enable each such company to
          perform its payment obligations


                                      34
<PAGE>


          under such Finance Document and to ensure the legality, validity,
          enforceability or admissibility in evidence of such Finance Document
          in any relevant jurisdiction.

19.2      Compliance with laws

          The Borrower shall, and shall procure that each other Borrower Group
          Company shall, comply in all material respects with all laws to which
          it may be subject, save where failure to so comply would not have a
          Material Adverse Effect.

19.3      Negative pledge

          The Borrower shall not, and shall procure that no Principal
          Subsidiary (other than Listed Principal Subsidiaries and their
          Subsidiaries) shall, create, incur, assume or permit to subsist any
          Encumbrance over any of its assets to secure the Indebtedness of such
          company except for:

          (A)  Permitted Encumbrances;

          (B)  the creation of Encumbrances (other than Permitted Encumbrances)
               to secure Indebtedness incurred after the date of this Agreement
               where the aggregate outstanding principal amount of such secured
               Indebtedness (excluding secured Indebtedness of Listed Principal
               Subsidiaries and their respective Subsidiaries and indebtedness
               secured by Permitted Encumbrances) is less than or equal to 50%
               of the Borrower's Adjusted Consolidated Net Worth as determined
               by reference to the most recent Financial Statements delivered
               pursuant to clause 17.1 (Financial Statements) provided that not
               less than 10 Business Days after the creation of any such
               Encumbrances in respect of Indebtedness of greater than
               US$30,000,000 (or its equivalent), the Borrower has provided a
               confirmation in writing to the Agent certifying compliance with
               the foregoing requirement and setting out details of all
               Indebtedness secured and to be secured and the Borrower's
               Adjusted Consolidated Net Worth; or

          (C)  Encumbrances created, incurred, assumed or permitted to subsist
               on terms satisfactory to the Agent (acting on the instructions
               of the Majority Lenders) including effective provisions being
               made whereby the Facility will be secured either at least
               equally and rateably with such Indebtedness or by such other
               Encumbrances as shall have been approved by the Majority Lenders
               for so long as such Indebtedness will be so secured.

19.4      Pari passu

          The obligations of the Borrower under the Finance Documents shall at
          all times rank at least pari passu with all its other present and
          future unsecured and unsubordinated indebtedness except for
          obligations mandatorily preferred by law.

19.5      Maintenance of licences

          The Borrower shall take all necessary action to protect and maintain
          (and take no action which could foreseeably imperil the continuation
          of) the Telecommunications Authorisations and shall procure that all
          material conditions attaching to such Telecommunications
          Authorisations are at all times complied with and that the business
          is carried on within the limits specified in such Telecommunications
          Authorisations.


                                      35
<PAGE>


19.6      Notification of Events of Default

          (A)  The Borrower shall notify the Agent of any Default (and the
               steps, if any, being taken to remedy it) promptly upon becoming
               aware of its occurrence.

          (B)  Promptly upon a request by the Agent, the Borrower shall supply
               to the Agent a certificate signed by one of its directors or a
               senior officer on its behalf certifying that no Default is
               Continuing (or if a Default is Continuing, specifying the
               Default and the steps, if any, being taken to remedy it).

19.7      Consents and filings

          The Borrower shall, and shall procure that each other Borrower Group
          Company shall, ensure that there shall be:

          (A)  obtained, complied with and promptly renewed and maintained all
               consents, licences, approvals and authorisations of;

          (B)  made all filings, recordings, registrations or enrolments with;
               and

          (C)  paid any stamp, registration or similar tax to be paid to,

          any governmental authorities or agencies or courts (if any) required
          under any applicable law or regulation to enable the Borrower to
          perform its material obligations under the Finance Documents or to
          ensure the legality, validity and enforceability of the Finance
          Documents.

19.8      Access

          If an Event of Default is Continuing, upon reasonable notice being
          given to the Borrower by the Agent (except in the case of emergency)
          the Borrower shall, and shall procure that each other Borrower Group
          Company shall, permit any one or more representatives of the Agent or
          its advisers to have access to the property, assets, books and
          records of the Borrower and the other Borrower Group Companies to
          inspect the same during normal business hours.

19.9      No mergers

          The Borrower shall not merge or consolidate with any other person,
          enter into any demerger transaction or participate in any other type
          of corporate reconstruction unless a continuing entity is the
          Borrower and no breach of any other provision hereunder would result
          from such merger.

19.10     Arm's length transactions

          The Borrower shall not, and shall procure that no other Borrower
          Group Company shall, enter into any transaction with any Affiliate
          outside the Borrower Group otherwise than on arm's length terms.

19.11     Future borrowings

          In relation to any future borrowing by any Borrower Group Company,
          the Borrower shall, and shall procure each relevant party to such
          future borrowing to, only agree to and enter into


                                      36
<PAGE>


          any subordination arrangements contained in or contemplated by or
          entered into in respect of such future borrowing which are on the
          same basis and subject to the same terms and conditions as those
          contained in or contemplated by or entered into in respect of the
          relevant Finance Documents.

20.       EVENTS OF DEFAULT

20.1      Each of the events or circumstances set out in this clause 20.1 is an
          Event of Default.

          (A)  Non-payment

               The Borrower does not pay on the due date any amount payable
               pursuant to any relevant Finance Document at the place at and in
               the currency in which it is expressed to be payable under this
               Agreement unless:

               (1)  the failure to pay is caused by administrative or technical
                    error beyond the Borrower's control; and

               (2)  payment is subsequently made within 3 Business Days of its
                    due date.

          (B)  Financial covenants

               The Borrower fails to comply with clause 18.2 (Financial
               undertakings) in the manner contemplated thereunder.

          (C)  Breach of specific covenants

               The Borrower fails to comply with clause 19.3 (Negative pledge)
               and/or clause 19.9 (No mergers).

          (D)  Other obligations

               Without prejudice to paragraph (C) of clause 20.1 (Breach of
               specific covenants), the Borrower fails to comply with clause 17
               (Information undertakings) or clause 19 (General undertakings)
               unless such failure is (in the reasonable opinion of the
               Majority Lenders) capable of being remedied and is so remedied
               within 20 Business Days of the Agent giving written notice to
               the Borrower requiring it to remedy, or if earlier, within 20
               Business Days of the date on which the Borrower first became
               aware of such breach.

          (E)  Misrepresentation

               Any representation or statement made or deemed to be made by the
               Borrower under clause 16 (Representations and warranties) is or
               proves to have been incorrect or misleading in any material
               respect when made or deemed to be made, unless the underlying
               circumstances (if in the Majority Lenders' reasonable opinion
               capable of remedy) are remedied within 20 Business Days of the
               Agent giving written notice to the Borrower requiring it to
               remedy or, if earlier, within 20 Business Days of the date on
               which the Borrower first became aware of such breach, and its
               effect is such as to be reasonably likely (in the opinion of the
               Agent acting on the instructions of the Majority Lenders) to
               give rise to a Material Adverse Effect.


                                      37
<PAGE>


          (F)  Insolvency

               The Borrower or any Principal Subsidiary:

               (1)  ceases or suspends generally payment of its debts (or
                    announces an intention to do so) or is unable to pay its
                    debts or is deemed unable to pay its debts within the
                    meaning of Section 178 of the Companies Ordinance or any
                    other similar law of any applicable jurisdiction; or

               (2)  commences, or announces an intention to commence,
                    negotiations with all or any class of its creditors with a
                    view to the general readjustment or rescheduling of all or
                    any class of its indebtedness for Borrowed Money; or

               (3)  enters into any composition or other arrangement for the
                    benefit of its creditors generally or any class of
                    creditors; or

               (4)  is the subject of any voluntary or involuntary proceedings
                    under any law, regulation or procedure relating to
                    reconstruction or readjustment of its debts; or

               (5)  files a moratorium or has a moratorium declared in respect
                    of all or any class of its indebtedness for Borrowed Money.

          (G)  Insolvency proceedings

               (1)  Winding up:

                    (a)  a meeting is convened; or

                    (b)  a petition is presented (unless it is demonstrated to
                         the reasonable satisfaction of the Agent that the
                         petition is frivolous or vexatious and such petition
                         is set aside before the petition is advertised and in
                         any event within 14 days of presentation); or

                    (c)  an order is made; or

                    (d)  a resolution is passed

                    for the dissolution, winding-up or bankruptcy of the
                    Borrower or any Principal Subsidiary (except for the
                    purposes of a reconstruction or amalgamation whilst solvent
                    on terms previously approved in writing by the Agent); or

               (2)  Administration: a bona fide petition is presented for the
                    appointment of an administrator or provisional supervisor
                    or similar officer (if applicable) in relation to the
                    Borrower or any Principal Subsidiary (unless it is
                    demonstrated to the reasonable satisfaction of the Agent
                    that the petition is frivolous or vexatious and such
                    petition is set aside before the petition is advertised and
                    in any event within 14 days of presentation); or

               (3)  Request by directors or members: the directors or a member
                    of the Borrower or any Principal Subsidiary request the
                    appointment of a liquidator, receiver, receiver and
                    manager, administrative receiver, administrator, trustee,
                    provisional supervisor or similar official to the whole or
                    any


                                      38
<PAGE>


                    substantial part of the assets of the Borrower or such
                    Principal Subsidiary.

               (H)  Creditors' process and distress

                    (1)  an encumbrancer takes possession of the whole or any
                         substantial part of the assets or undertaking of the
                         Borrower or any Principal Subsidiary;

                    (2)  a liquidator, receiver, receiver and manager,
                         administrative receiver, administrator, trustee or
                         similar official is appointed, of the whole or any
                         substantial part of the assets or undertaking of the
                         Borrower or any Principal Subsidiary;

                    (3)  a distress, execution or other legal process is levied
                         against any of the assets of the Borrower or any
                         Principal Subsidiary to recover assets with a book
                         value in excess of US$30,000,000 (or its equivalent)
                         in aggregate, and is not discharged or paid out within
                         10 Business Days.

               (I)  Expropriation

                    The expropriation of all or a substantial part of the
                    Borrower's or any Principal Subsidiary's assets by any
                    governmental or other competent authority.

               (J)  Auditors' report

                    The auditors qualify their report to any audited Financial
                    Statements (other than qualifications of a technical nature
                    which are not material to the financial position of the
                    Borrower) (delivered under clause 17.1 (Financial
                    statements)) so as to cast doubt on their accuracy in any
                    material respect or on the ability of the Borrower or any
                    Principal Subsidiary to continue as a going concern.

               (K)  Rescission

                    Any party to the Finance Documents (other than a Finance
                    Party) rescinds or purports to rescind any of them in whole
                    or in part where to do so would have a Material Adverse
                    Effect.

               (L)  Revocation of Telecommunications Authorisation

                    The FTNS Licence is revoked or is suspended (and not
                    reinstated, renewed or replaced by a similar licence within
                    30 days after such suspension or revocation) or is made
                    subject to such conditions as would have a Material Adverse
                    Effect.

               (M)  Unlawfulness

                    It is or becomes unlawful for the Borrower to perform any
                    of its material obligations under the Finance Documents and
                    such non-performance has a Material Adverse Effect.

               (N)  Other Indebtedness

                    Any Indebtedness of the Borrower or any Principal
                    Subsidiary which in aggregate exceeds US$30,000,000 (or its
                    equivalent) at any time:


                                      39
<PAGE>


                    (i)   is not paid on its due date (after the expiry of any
                          original grace period applicable thereto);

                    (ii)  is declared due and payable before its stated maturity
                          or is placed on demand, in each case, by reason of an
                          event of default (howsoever described) or any
                          circumstances arise as a result of which any such
                          Indebtedness could be so declared due and payable
                          before its stated maturity date; or

                    (iii) which is repayable on demand is not repaid on demand
                          being made.

               (O)  Material Adverse Change

                    There occurs a Material Adverse Change.

20.2      Acceleration

          Upon the occurrence of an Event of Default and so long as it is
          Continuing the Agent may, and shall if so directed by the Majority
          Lenders, by notice to the Borrower:

          (A)  cancel the Total Commitments whereupon they shall immediately be
               cancelled;

          (B)  declare that all or part of the Loans, together with accrued
               interest, and all other amounts accrued under the Finance
               Documents be immediately due and payable, whereupon they shall
               become immediately due and payable; and/or

          (C)  declare that all or part of the Loans be payable on demand,
               whereupon they shall immediately become payable on demand by the
               Agent on the instructions of the Majority Lenders.

20.3      Certain Events of Default regarding Principal Subsidiaries

          For the purposes of paragraphs (F), (G), (H), (I) and (N) of clause
          20.1, "Principal Subsidiaries" shall be deemed to include any
          Borrower Group Company which has incurred any Third Party Borrowings
          in respect of which the Borrower has issued any guarantee or
          indemnity or other form of credit support.


                          PART 7: CHANGES TO PARTIES

21.       CHANGES TO THE LENDERS

21.1      Assignments and transfers by the Lenders

          Subject to this clause 21, a Lender (the "Existing Lender") may:

          (A)  assign any of its rights; or

          (B)  transfer by novation any of its rights and obligations,


                                      40
<PAGE>


          under the Finance Documents to another bank or financial institution
          or, with the prior written consent of the Borrower, to any other
          entity (the "New Lender") provided that such transfer or assignment
          is in a minimum amount of HK$10,000,000.

21.2      Conditions of assignment or transfer

          (A)  If a Lender assigns any rights under the Finance Documents in
               accordance with clause 21.1 (Assignments and transfers by the
               Lenders) then, subject to the assignee delivering to the Agent
               at least 7 Business Days' (or such shorter period agreed by the
               Agent) prior to the proposed Assignment Date specified in such
               undertaking an undertaking substantially in the form of Schedule
               5 (Form of Assignee's Undertaking) in the Agreed Terms that it
               will be bound by the terms of the Finance Documents as a Lender,
               and paying the assignment fee referred to in clause 21.3
               (Assignment or transfer fee), the assignee shall be substituted
               for the assignor and have the same rights against the Borrower
               as it would have had if it had been an original party to this
               Agreement as a Lender with the rights assigned to it. Such
               undertaking shall contain the assignee's notice details for the
               purpose of clause 31.2 (Addresses).

          (B)  A transfer will only be effective if the procedure set out in
               clause 21.5 (Procedure for transfer) is complied with.

          (C)  Each of the parties irrevocably authorises the Lenders to
               deliver, and the Agent to receive, undertakings under clause
               21.2(A) and/or Transfer Certificates in accordance with clause
               21.5 (Procedure for transfer). In addition, each party (other
               than the Existing Lender and the New Lender) irrevocably
               authorises the Agent to execute any completed Transfer
               Certificates on its behalf.

          (D)  The Borrower shall enter into such additional documentation (if
               any) required by the Agent to effect any assignment or transfer
               in accordance with this clause 21.

          The Agent shall distribute payments received by it in relation to the
          Loans to the Lenders indicated in the records of the Agent as being
          entitled thereto on the date on which such payment fell due (and, if
          that date is the due date on which an assignment or transfer of such
          portion takes effect, to the Lenders so indicated before such
          assignment or transfer took effect).

21.3      Assignment or transfer fee

          On the date of the Agent's receipt of the undertaking required under
          clause 21.2(A) (Conditions of assignment or transfer) or of the
          Transfer Certificate, the relevant New Lender shall pay a fee of
          HK$5,000 to the Agent.

21.4      Limitation of responsibility of Existing Lenders

          (A)  Unless expressly agreed to the contrary, an Existing Lender
               makes no representation or warranty and assumes no
               responsibility to a New Lender for:

               (1)  the legality, validity, effectiveness, adequacy or
                    enforceability of the Finance Documents or any other
                    documents;

               (2)  the financial condition, affairs, status or nature of the
                    Borrower or any of its


                                      41
<PAGE>


                    Subsidiaries or the observance by the Borrower of any term
                    of the Finance Documents;

               (3)  the performance and observance by the Borrower of its
                    obligations under the Finance Documents or any other
                    documents; or

               (4)  the accuracy and/or completeness of any statements or
                    information (whether written or oral) made in or in
                    connection with or supplied to it in connection with any
                    Finance Document or any other document or supplied to it in
                    connection with the Borrower Group,

               and any representations or warranties implied by law are
               excluded.

          (B)  Each New Lender confirms to the Existing Lender and the other
               Finance Parties that it:

               (1)  has made (and shall continue to make) its own independent
                    investigation and assessment of the financial condition and
                    affairs of the Borrower and its related entities in
                    connection with its participation in this Agreement and has
                    not relied and will not rely on any information provided to
                    it by the Existing Lender or any Finance Party in
                    connection with any Finance Document;

               (2)  will continue to make its own independent appraisal of the
                    creditworthiness of the Borrower and its related entities
                    whilst any amount is or may be outstanding under the
                    Finance Documents or any Commitment is in force;

               (3)  has received copies of the Finance Documents and all
                    documentation and information required by it in connection
                    with this transaction (other than the Fee Letters referred
                    to in clauses 10.2 (Front-end fee) and 10.3 (Agency fee));
                    and

               (4)  has received copies of all outstanding consents and waiver
                    requests and will be bound by any decisions made by the
                    Existing Lender which have been communicated to the Agent
                    prior to the Transfer Date.

          (C)  Nothing in any Finance Document obliges an Existing Lender to:

               (1)  accept a re-transfer from a New Lender of any of the rights
                    and obligations assigned or transferred under this clause
                    21; or

               (2)  support any losses directly or indirectly incurred by the
                    New Lender by reason of the non-performance by the Borrower
                    of its obligations under the Finance Documents or
                    otherwise.

21.5      Procedure for transfer

          (A)  If a Lender (an "Existing Lender") wishes to transfer any rights
               and/or obligations under the Finance Documents in accordance
               with clause 21.1 (Assignments and transfers by the Lenders) such
               transfer will only be effective if the Agent receives three
               executed copies of a Transfer Certificate signed by the Existing
               Lender(s) and the New Lender(s) at least 7 Business Days prior
               to the proposed Transfer Date specified in the Transfer
               Certificate (or such shorter period agreed by the Agent). As
               soon as reasonably practicable after its receipt of a duly
               completed


                                      42
<PAGE>


               Transfer Certificate appearing to comply with the terms of this
               Agreement, the Agent shall execute that Transfer Certificate.

          (B)  On the Transfer Date specified in the Transfer Certificate (or
               if later, on the date on which the Agent executes the Transfer
               Certificate):

               (1)  to the extent that the Existing Lender(s) elect(s) in the
                    Transfer Certificate to transfer rights and obligations
                    under the Finance Documents, the Borrower and the Existing
                    Lender(s) shall each be released from further obligations
                    to the other and their respective rights against each other
                    cancelled (except for rights accrued before the date on
                    which the Transfer Certificate takes effect);

               (2)  the Borrower and the New Lender(s) shall acquire rights
                    against each other and assume obligations towards each
                    other which differ from the rights and obligations so
                    cancelled and released only insofar as the Borrower and the
                    New Lender(s) have acquired and assumed them in place of
                    the Borrower and the Existing Lender(s);

               (3)  the New Lender(s) and the Finance Parties shall acquire the
                    same rights and assume the same obligations between
                    themselves as they would have acquired and assumed had the
                    New Lender(s) been original parties to the Finance
                    Documents as Lender(s) with the rights and obligations
                    acquired and assumed as a result of such transfer (and, to
                    that extent, the Existing Lender(s) and the Finance Parties
                    shall each be released from further obligations to each
                    other under the Finance Documents); and

               (4)  the New Lender(s) shall become a party to the Finance
                    Documents as a "Lender".

21.6      Reference Banks

          If a Reference Bank (or, if a Reference Bank is not a Lender, the
          Lender of which it is an Affiliate) ceases to be one of the Lenders,
          the Agent shall (after consultation with the Borrower) appoint
          another Lender or an Affiliate of a Lender to replace that Reference
          Bank.

21.7      Sub-participations

          Nothing in this Agreement restricts the ability of a Lender to
          sub-contract an obligation if it remains liable under this Agreement
          for that obligation.

21.8      Limitation of specified indemnities

          If, at any time, any Lender assigns or transfers any of its rights,
          benefits and obligations under this Agreement and, at the time of
          such assignment or transfer, there arises an obligation on the part
          of the Borrower under clause 11.2 (Tax gross-up) or clause 12
          (Increased Costs) to pay to such Lender or its assignee or transferee
          any amount in excess of the amount it would have then been obliged to
          pay but for such assignment or transfer, then the Borrower shall not
          be obliged to pay the amount of such excess provided that this clause
          21.8 shall not apply to any assignment or transfer made (1) pursuant
          to clause 14.2 (Mitigation) or (2) with prior consent of the Borrower
          or (3) at any time whilst an Event of Default is Continuing.


                                      43
<PAGE>


21.9      Confidentiality

          The Borrower agrees that the Finance Parties may at any time disclose
          such information relating to the Borrower and other Borrower Group
          Company as shall come into their possession whether or not in
          relation to the Facility:

          (A)  to any prospective assignee, New Lender or sub-participant;

          (B)  to their respective advisers, professional or otherwise;

          (C)  to the other Finance Parties or any Affiliate of a Finance
               Party;

          (D)  if required to do so by an order of a court in any jurisdiction;

          (E)  under any law or regulation or to any applicable regulatory
               authority (including the Hong Kong Monetary Authority) in any
               jurisdiction; and

          (F)  where such information shall have already entered the public
               domain,

          and in the case of paragraphs (A), (B) and (C) above, subject to
          requiring and receiving a written confidentiality undertaking
          substantially in the form of Schedule 6 (Form of Confidentiality
          Undertaking), a copy of which shall, as soon as practicable, be
          delivered to the Borrower.

21.10     Agent's notification

          The Agent shall as soon as practicable notify the Borrower of its
          receipt of an undertaking under clause 21.2(A) (Conditions of
          assignment and transfer) or upon execution of a Transfer Certificate
          under clause 21.5 (Procedure for transfer).

21.11     Universal succession

          If a Lender is to be merged with any other person by universal
          succession, that Lender shall, at its own cost, within 30 days of
          that merger furnish to the Agent:

          (A)  a copy of a legal opinion issued by a qualified legal counsel
               practising law in its jurisdiction of incorporation confirming
               that all that Lender's assets, rights and obligations generally
               have been duly vested in the succeeding entity who has succeeded
               to all relationships as if those assets, rights and obligations
               had been originally acquired, incurred or entered into by the
               succeeding entity; and

          (B)  a written confirmation by the Agent's legal counsel that the
               laws of the jurisdiction in which the Facility Office is located
               recognise such merger by universal succession under the relevant
               foreign laws,

          whereupon a transfer and novation of all that Lender's assets, rights
          and obligations to its succeeding entity shall have been, or be
          deemed to have been, duly effected as at the date of the said merger.
          If that Lender, in a universal succession, does not comply with the
          requirements under this clause 21.11, the Agent has the right to
          decline to recognise the succeeding entity and demand that Lender and
          the succeeding entity to sign and deliver a Transfer Certificate to
          the Agent evidencing the disposal of all rights and obligations of
          that Lender to that succeeding entity.


                                      44
<PAGE>


22.       CHANGES TO THE BORROWER

          The Borrower may not assign any of its rights or transfer any of its
          rights or obligations under the Finance Documents.


                          PART 8: THE FINANCE PARTIES

23.       AGENT

23.1      Appointment

          (A)  Appointment: Each Lender appoints the Agent to act as its agent
               in connection with this Agreement; and authorises the Agent:

               (a)  to execute on its behalf those Finance Documents or any
                    document or certificate relating thereto expressed by this
                    Agreement to be executed by the Agent on behalf of the
                    Finance Parties;

               (b)  to exercise such rights, powers and discretions as are
                    specifically delegated to them by the terms of the Finance
                    Documents together with all reasonably incidental rights,
                    powers and discretions; and

               (c)  to make or receive any payment on its behalf as required by
                    the terms of any of the Finance Documents.

               The Borrower shall be entitled to assume that the Agent
               represents the Lender(s) or the Majority Lenders (as the case
               may be), and that all consents and notices given by the Agent on
               their behalf are validly given.

          (B)  Chinese Wall: In acting as Agent for the Lenders, the Agent's
               syndication division (or such other division as may undertake
               such task) shall be treated as a separate entity from any other
               of its divisions or departments and, despite the provisions of
               this clause 23, if the Agent acts for or transacts business with
               any Group Company in any capacity in relation to any other
               matter (including as a Lender under this Agreement), any
               information given by any Group Company to the Agent in such
               other capacity may be treated as confidential by the Agent.

23.2      Powers

          The Agent may:

          (A)  assume that:

               (1)  any representation made by the Borrower in or in connection
                    with the Finance Documents is true;

               (2)  no Default has occurred (unless it has actual knowledge of
                    a Default arising under clause 20.1(A) (Non-payment));

               (3)  the Borrower is not in breach of or default under its
                    obligations under any Finance Document; and


                                      45
<PAGE>


               (4)  any right, power, authority or discretion vested in any
                    party or the Majority Lenders has not been exercised;

               unless the Agent has in its capacity as agent (or, where
               relevant, as agent and trustee) for the Lenders actually
               received written notice to the contrary from any other party to
               this Agreement;

          (B)  assume that each New Lender's Facility Office is that identified
               in the Transfer Certificate under which it became a party to
               this Agreement until it has received from such New Lender a
               notice designating some other office of such New Lender as its
               Facility Office, and may act upon any such notice until the same
               is superseded by a further such notice;

          (C)  engage and pay for the advice or services of any lawyers,
               accountants or other advisers whose advice or services may seem
               necessary, expedient or desirable to it and may rely upon any
               advice so obtained;

          (D)  rely as to matters of fact which might reasonably be expected to
               be within the knowledge of the Borrower upon a certificate or
               statement signed by or on behalf of the Borrower;

          (E)  rely upon any communication or document believed by it to be
               genuine and correct and to have been communicated or signed by
               the person by whom it purports to be communicated or signed;

          (F)  refrain from exercising any right, power or discretion vested in
               it under any Finance Document unless and until instructed by the
               Majority Lenders or all of the Lenders (as the case may be)
               whether or not such right, power or discretion is to be
               exercised and, if it is to be exercised, as to the manner in
               which it should be exercised, and it shall not be liable for
               acting or refraining from acting in accordance with or in the
               absence of instructions from the Majority Lenders or all of the
               Lenders (as the case may be);

          (G)  refrain from taking any step to protect or enforce the rights of
               any Lender under any Finance Document and from beginning any
               legal action or proceeding arising out of or in connection with
               any Finance Document until it has been indemnified and/or
               secured as it may require (whether by way of payment in advance
               or otherwise) against all costs, claims, expenses (including
               legal fees) and liabilities which it will or may expend or incur
               in complying with such instructions;

          (H)  refrain from doing anything which would or might in its opinion
               be contrary to any applicable law or any requirements (whether
               or not having the force of law) of any governmental, judicial or
               regulatory body or otherwise render it liable to any person, and
               it may do anything which is in its opinion necessary to comply
               with any such applicable law or requirement;

          (I)  do any act or thing in the exercise of any of its powers and
               duties under the Finance Documents which may lawfully be done
               and which in its absolute discretion it deems advisable for the
               protection and benefit of the Finance Parties collectively
               including the investment of monies in any investments authorised
               by any applicable law;

          (J)  perform any of its duties, obligations and responsibilities
               under the Finance


                                      46
<PAGE>


               Documents by or through its personnel or agents;

          (K)  accept deposits from, lend money (secured or unsecured) to and
               generally engage in any kind of banking or other business with
               any Group Company without any liability to account;

          (L)  carry on any banking or other business with any Group Company
               without liability to account as though it were not the Agent and
               without notice to or consent of the Lenders and shall be under
               no obligation to provide any information regarding any Group
               Company which it receives as a result of such activities to any
               other Finance Party. With respect to its participation in the
               Facility, the Agent shall have the same rights and powers under
               this Agreement as any other Lender and may exercise the same as
               though it were not the Agent;

          (M)  deposit any instruments, documents or deeds delivered to it with
               any Lender or professional custodian or with any Finance Party's
               legal advisers and shall not be liable for any loss thereby
               incurred in the absence of any gross negligence or wilful
               default by it; and

          (N)  delegate from time to time by power of attorney or otherwise to
               any person it thinks fit any of its rights, trusts, powers,
               authorities or discretions vested in it by any Finance Document
               which, in each case, relate to purely administrative acts only
               and on any terms and subject to any conditions or regulations as
               it thinks fit.

23.3      Duties

          The Agent shall:

          (A)  except as regards purely administrative acts, consult whenever
               reasonably practicable with the Lenders before doing or
               refraining from doing any act or thing in the exercise of its
               powers as agent and/or trustee;

          (B)  as soon as practicable upon receipt inform each Lender of the
               contents of any notice or document or other information
               (addressed to all Lenders generally or which the Lenders are
               expressly entitled to receive pursuant to the terms of this
               Agreement) received by it in its capacity as Agent under this
               Agreement from the Borrower;

          (C)  promptly following receipt of the notice referred to below,
               notify each Lender of the occurrence of any Default or any
               material breach by the Borrower in the due performance of its
               obligations under this Agreement which is either a default in
               the payment of principal or interest of which the Agent has
               received notice from any other party to this Agreement;

          (D)  subject to the provisions of this clause 23 and except as
               stipulated in clause 24 (Amendments and decisions), act in
               accordance with any instructions given to it by the Majority
               Lenders;

          (E)  if so instructed by the Majority Lenders, refrain from
               exercising any right, power or discretion vested in it under the
               Finance Documents; and

          (F)  refrain from beginning any legal action or proceedings in
               connection with the Finance Documents on behalf of any Finance
               Party until such Finance Party has


                                      47
<PAGE>


               given its written consent to the proposed action.

          This clause relates to every consent to be given, decision to be
          taken, discretions to be exercised, or determination to be made which
          is expressed to be made or taken by the Agent, except where the words
          "at the request of any Lender" or similar, are used, or where the
          consent, decision or discretion to be made or exercised would fall
          within the scope of clause 24.2 (Unanimous Consent) in which case the
          Agent shall act accordingly. Any requirement that such consent,
          decision or determination must be reasonable or that the Agent is to
          "act reasonably" is to be construed as an obligation on the Lenders
          granting such consent or making such a decision or determination and
          not as an individual obligation binding on the Agent in that
          capacity. The Agent's duties under the Finance Documents are solely
          mechanical and administrative in nature.

23.4      Exoneration

          Despite anything to the contrary expressed or implied in this
          Agreement, none of the Agent, the Co-ordinating Arrangers or the
          Lenders shall:

          (A)  be bound to enquire as to:

               (1)  whether or not any representation or warranty made by the
                    Borrower under or in connection with any Finance Document
                    is true;

               (2)  the occurrence or otherwise of any Default;

               (3)  the performance by the Borrower of its obligations under
                    any Finance Document;

               (4)  any breach or default by the Borrower of or under its
                    obligations under any Finance Document;

          (B)  be bound to account to any Finance Party for any fee or other
               sum or the profit element of any sum received by it for its own
               account;

          (C)  be bound to disclose to any other person any information
               relating to any Group Company if such disclosure would or might
               in its opinion constitute a breach of any law or regulation or
               be otherwise actionable at the suit of any person;

          (D)  be under any fiduciary or other duty towards any Finance Party
               or under any obligations (including any liability to hold any
               money paid to it on trust or be liable to account for interest
               on such money);

          (E)  be liable or responsible (in the absence of its own gross
               negligence or wilful default):

               (1)  for any failure, omission, or defect in the due execution,
                    delivery, validity, legality, adequacy, performance,
                    enforceability, or admissibility in evidence of any Finance
                    Document or any communication, report or other document
                    delivered under any Finance Document; or

               (2)  in respect of its exercise or failure to exercise any of
                    its powers and duties under any Finance Document; or


                                      48
<PAGE>


               (3)  for the collectability of any sums payable under any
                    Finance Documents; or

               (4)  for any recital, statement, representation or warranty made
                    by any Borrower Group Company or any officer thereof,
                    contained in any Finance Document, or in any certificate,
                    report, statement or other document referred to or provided
                    for in, or received by it under or in connection with any
                    Finance Document; or

               (5)  for the supervision of any person to whom it has delegated
                    any trusts, powers, authorities or discretions vested in it
                    or (in the absence of gross negligence or wilful default by
                    the Agent) be in any way liable for any loss incurred
                    through the misconduct or default of such delegate;

          (F)  be under any obligations other than those expressly provided for
               in this Agreement and shall have no liability or responsibility
               of any kind to:

                    (1)  the Borrower arising out of or in relation to any
                         failure or delay in the performance or breach by any
                         Finance Party (other than itself) of any of its
                         obligations under any Finance Document; or

                    (2)  any Finance Party arising out of or in relation to any
                         failure or delay in the performance or breach by the
                         Borrower of any of its obligations under any Finance
                         Document; or

          (G)  be liable in any manner and each of them shall be fully protected
               if it acts in accordance with the instructions of the Majority
               Lenders in connection with the exercise of any right, power or
               discretion or any matter not expressly provided for in the
               Finance Documents. Any such instructions given by the Majority
               Lenders will be binding on all the Finance Parties. In the
               absence of such instructions the Agent may act as they consider
               to be in the best interests of all the Finance Parties and in so
               doing shall be fully protected.

23.5      Lenders' indemnity

          Each Lender shall, on demand by the Agent, indemnify the Agent
          against any and all fees (to the extent properly chargeable by the
          Agent under any Finance Document but not promptly recovered from the
          Borrower), costs, claims and expenses and liabilities which the Agent
          may pay or incur (otherwise than by reason of its own gross
          negligence or wilful misconduct) in acting in its capacity as agent
          for the Finance Parties. The cost of indemnifying the Agent shall be
          borne by the Lenders in the proportions determined in accordance with
          the definition of Relevant Percentage. If a Lender (referred to in
          this clause 23.5 as a "defaulting Lender") fails to pay its due
          contribution under this indemnity, then the Agent may (without
          prejudice to its other rights and remedies) deduct the amount due
          from the defaulting Lender from any sums which are then or afterwards
          in its possession which would otherwise be payable to the defaulting
          Lender.

23.6      Disclaimer

          The Agent, the Co-ordinating Arrangers and the Lenders accept no
          responsibility to any other Finance Party for the accuracy and/or
          completeness of any information supplied in connection with any
          Finance Document or for the legality, validity, effectiveness,
          adequacy or enforceability of any Finance Document and the Agent, the
          Co-ordinating Arrangers and the Lenders shall be under no liability
          to any other Finance Party as a result of taking


                                      49
<PAGE>


          or omitting to take any action in relation to any Finance Document
          (except in the case of its gross negligence or wilful misconduct of
          the Agent, the Co-ordinating Arrangers or the Lenders (as the case
          may be)).

23.7      No actions against individuals

          Each of the Finance Parties agrees that it will not assert or seek to
          assert against any director, officer or employee of any other Finance
          Party any claim it may have against any of them in respect of the
          matters referred to in this clause 23 and such directors, officers or
          employees may rely on this clause.

23.8      Credit appraisals

          It is agreed by each Finance Party that it has itself been, and will
          continue to be, solely responsible for making its own independent
          appraisal of and investigations into the financial condition,
          creditworthiness, condition, affairs, status and nature of each Group
          Company, and, accordingly, each Lender confirms to each other Finance
          Party that it has not relied, and will not rely, on any other Finance
          Party:

          (A)  to check or enquire on its behalf into the adequacy, accuracy or
               completeness of any information provided by or on behalf of any
               Group Company in connection with any Finance Document and/or the
               transactions contemplated in the Finance Documents (whether or
               not such information has been or is after the date of this
               Agreement circulated to such Lender by another Finance Party);
               or

          (B)  to assess or keep under review on its behalf the financial
               condition, creditworthiness, condition, affairs, status or
               nature of any Group Company.

          Each Lender acknowledges that none of the Agent-Related Persons has
          made any representation or warranty to it, and that no act by the
          Agent taken in the future, including any review of the affairs of the
          Group, shall be deemed to constitute any representation or warranty
          by the Agent or any Agent-Related Person to any Lender.

23.9      Extensions of protection to Agent-Related Persons

          (A)  All the provisions of this clause 23 and of any other provision
               of this Agreement protecting or limiting the liability of an
               Agent, or exonerating it from liability or responsibility, which
               may enure to the benefit of an Agent shall also be deemed to be
               given for the benefit of the Co-ordinating Arrangers and all
               Agent-Related Persons to whom they are capable of relating or in
               respect of whom they are capable of taking effect.

          (B)  For the avoidance of doubt, the guarantee, indemnity,
               exonerations and other protections in favour of the Agent, the
               Co-ordinating Arrangers, the Lenders and the Agent-Related
               Persons contained in this Agreement and the other Finance
               Documents shall take effect in respect of all events, action and
               omissions occurring before the execution and completion of this
               Agreement as well as events, actions and omissions occurring on
               or after its execution and completion.


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<PAGE>


23.10     No duties

          Except as specifically provided in this Agreement, the Co-ordinating
          Arrangers and the Lenders have no duties or responsibilities under or
          in connection with any Finance Document.

23.11     Accession Deeds and Subordination Deeds

          Each Lender:

          (A)  expressly authorises the Agent to execute on its behalf any
               Group Subordination Deed and any Third Party Subordination Deed
               and to undertake the obligations thereunder;

          (B)  agrees to take all and any steps necessary to enable the Agent
               to comply with its obligations under the documents referred to
               in paragraph (A) above; and

          (C)  agrees not to take or omit to take any action which could result
               in the Agent being in breach of any of its obligations
               thereunder.

24.       AMENDMENTS AND DECISIONS

24.1      Majority Lenders decisions

          Except as provided in clause 24.2 (Unanimous Consent), with the prior
          written consent of the Majority Lenders, the Agent and the Borrower
          may from time to time enter into written amendments, supplements or
          modifications to the Finance Documents (however fundamental) for the
          purpose of adding any provisions to the Finance Documents or changing
          in any manner the rights and/or obligations of all or any of the
          Parent, the Borrower, the Agent and the Lenders, and:

          (A)  the Agent may execute and deliver to the Parent or the Borrower
               a written instrument waiving prospectively or retrospectively,
               on such terms and conditions as the Agent may specify in such
               instrument, any of the requirements of any of the Finance
               Documents;

          (B)  the Agent may effect, on behalf of the Majority Lenders, an
               amendment or waiver to which they have agreed;

          (C)  the Agent may effect, on behalf of any Finance Party, any
               amendment or waiver permitted by this clause; and/or

          (D)  the Agent shall promptly notify the other Parties of any
               amendment or waiver effected under this clause and any such
               amendment or waiver shall be binding on all the parties.

24.2      Unanimous consent

          (A)  An amendment or waiver that has the effect of changing or which
               relates to:

               (1)  an increase or decrease in the amount of any Loan or a
                    lengthening or shortening of any Availability Period or any
                    amendment to the definition of the Final Repayment Date; or


                                      51
<PAGE>


               (2)  a reduction in the rate or rates of interest payable
                    hereunder or in the amount of or the due date for,
                    interest, fees or any other payment owing or to become
                    owing to any of the Lenders hereunder; or

               (3)  any provision relating to prepayment or scheduled payment
                    of principal or interest; or

               (4)  the definition of Majority Lenders or this clause; or

               (5)  the provisions of clause 26 (Sharing Among Lenders); or

               (6)  any provision which expressly requires the consent of all
                    the Lenders; or

               (7)  any condition precedent to the availability for drawing of
                    sums hereunder; or

               (8)  clause 2.2 (Finance Party's rights and obligations) or
                    clause 21 (Changes to the Lenders); or

               (9)  a change to the Borrower; or

               (10) the currency in which any Loan is denominated.

               shall not be made without the prior written consent of all of
               the Lenders.

          (B)  Regardless of any other provision in this Agreement, no waiver
               amendment, supplement or modification shall be effective without
               the consent of the Agent, the Co-ordinating Arrangers or the
               Lenders (as the case may be) if any such waiver, amendment,
               supplement or modification would otherwise amend, modify or
               waive any of the rights of the Agent, the Co-ordinating
               Arrangers or the Lenders (as the case may be) under any of the
               Finance Documents or (in each case) subject any of them to any
               additional obligations under such documents or amend any amount
               payable to them.

24.3      Costs

          If the Borrower requests any amendment, supplement, modification or
          waiver under clause 24.1 (Majority Lenders decisions), or clause 24.2
          (Unanimous Consent) then the Borrower shall, within five Business
          Days of demand by the Agent, reimburse the Agent for the account of
          itself and/or the respective party for all costs and expenses
          (including, without limitation, reasonable legal fees), incurred by
          the Agent in the negotiation, preparation and execution of any
          written instrument contemplated by clause 24.1 (Majority Lenders
          decisions) or clause 24.2 (Unanimous Consent).

24.4     Administrative determinations

         The Agent may determine purely administrative matters without
         reference to the Lenders.

24.5     Prior notice

         Where this Agreement provides for any matter to be determined by
         reference to the opinion of the Majority Lenders or to be subject to
         the consent or request of the Majority Lenders or for any action to be
         taken on the instructions of the Majority Lenders, such opinion,
         consent, request or instructions shall only be regarded as having been
         validly


                                      52
<PAGE>


          given or issued by the Majority Lenders if all the Lenders have been
          given three Business Days' prior notice of the matter on which such
          opinion, consent, request or instructions is sought but so that the
          Borrower shall be entitled (and bound), if so informed by the Agent,
          to assume that such notice has been duly received by each Lender and
          that the relevant majority has been obtained to constitute Majority
          Lenders whether or not this is the case.

24.6      Meaning of all Lenders

          Where this Agreement or any other Finance Document, provides for any
          matter to be determined by reference to the opinion of, or to be
          subject to the consent of or request of all of the Lenders or the
          Lenders acting unanimously or for any action to be taken on the
          instruction of all the Lenders, such opinion, consent, request or
          instructions shall (as between the Lenders) only be regarded as
          having been validly given or issued by all the Lenders (or the
          Lenders acting unanimously) if all the Lenders shall have received
          prior notice (the "Agent's Notice") of such matter containing a
          request for written instructions from such Lender to be received by
          the Agent within ten Business Days of the receipt of the Agent's
          Notice. If, in respect of a Lender, the Agent:

          (A)  shall not have received written instructions in respect of such
               matter from such Lender; and

          (B)  the Agent shall have received written instructions in respect of
               such matter from Lenders constituting the Majority Lenders,

          in each case within such time period, such Lender shall be deemed to
          have renounced and waived its right to make any such determination,
          approval, consent or provide instructions to the Agent in respect of
          such matter; shall not have any rights, recourse or remedy against
          the Agent in respect of such matter; and shall be bound (as shall the
          Borrower) by the determination, approval, consent or instructions of
          the other Lenders in respect of such matter. If the Agent gives
          written notice to the Borrower or any other Group Company that such
          unanimous consent has been obtained from all of the Lenders then the
          Borrower shall be entitled to assume that all the Lenders acted
          unanimously.

24.7      Lenders to act reasonably

          If any provision of any Finance Document is made subject to or
          requires the consent of the Agent and the Agent is required by such
          Finance Document to act reasonably when considering whether its
          consent should be granted, each of the Lenders agrees to act
          reasonably when the Agent seeks its instructions in respect of the
          granting of such consent.

25.       RETIREMENT OF AGENT

25.1      Notice of resignation

          Subject to this clause 25, the Agent may (and, at the request of the
          Majority Lenders shall) give notice of its wish to resign at any time
          by giving at least 30 days' prior written notice to the Borrower and
          the other Finance Parties.

25.2      Appointment of successor

          If the Agent gives notice under clause 25.1 (Notice of resignation),
          then the Majority Lenders, after consultation with the Borrower, may
          in writing appoint a successor with an


                                      53
<PAGE>


          office in Hong Kong. If no such successor is appointed or has not
          accepted office within 30 days of the date of service of the notice
          of resignation as replacement Agent the Agent may, after consultation
          with the Borrower, appoint a successor for itself.

25.3      Provisions relating to successor

          (A)  Upon such appointment in writing and after execution by such
               successor of such documents as may be necessary to transfer and
               vest in the new Agent all the rights and obligations of the
               retiring Agent, the retiring Agent shall be discharged from any
               further obligations (but not, for the avoidance of doubt, from
               any liability which such party shall have actually incurred at
               the date of such retirement) under the Finance Documents (but
               shall remain entitled to the benefit of clause 23 (Agent)) and
               its successor and each of the other parties shall have the same
               rights and obligations amongst themselves as they would have had
               if such successor had been an original party to the Finance
               Documents; and

          (B)  the costs, charges and expenses of the resigning Agent shall be
               discharged if recoverable under the provisions of this
               Agreement.

25.4      Transfer to Affiliates

          Notwithstanding the above, the Agent may transfer its role to an
          Affiliate of the Agent without the need to obtain the consent of the
          Finance Parties, provided that the Agent gives at least 30 days
          notice of such transfer to the Borrower and the Finance Parties.

26.       SHARING AMONG LENDERS

26.1      Payments to Lenders

          If a Lender (a "Recovering Lender") receives or recovers any amount
          from the Borrower other than in accordance with clause 27 (Payment
          mechanics) and applies that amount to a payment due under the Finance
          Documents then:

          (A)  the Recovering Lender shall, within three Business Days, notify
               details of the receipt or recovery, to the Agent;

          (B)  the Agent shall determine whether the receipt or recovery is in
               excess of the amount the Recovering Lender would have been paid
               had the receipt or recovery been received or made by the Agent
               and distributed in accordance with clause 27 (Payment
               mechanics), without taking account of any Tax which would be
               imposed on the Agent in relation to the receipt, recovery or
               distribution; and

          (C)  the Recovering Lender shall, within three Business Days of
               demand by the Agent, pay to the Agent an amount (the "Sharing
               Payment") equal to such receipt or recovery less any amount
               which the Agent determines may be retained by the Recovering
               Lender as its share of any payment to be made, in accordance
               with clause 27.5 (Partial payments).

26.2      Redistribution of payments

          The Agent shall treat the Sharing Payment as if it had been paid by
          the Borrower and distribute it between the Finance Parties (other
          than the Recovering Lender) in accordance with clause 27.5 (Partial
          payments).


                                      54
<PAGE>


26.3      Recovering Lender's rights

          (A)  On a distribution by the Agent under clause 26.2 (Redistribution
               of payments), the Recovering Lender will be subrogated to the
               rights of the Finance Parties which have shared in the
               redistribution.

          (B)  If and to the extent that the Recovering Lender is not able to
               rely on its rights under paragraph (A) above, the Borrower shall
               be liable to the Recovering Lender for a debt equal to the
               Sharing Payment which is immediately due and payable.

26.4      Reversal of redistribution

          If any part of the Sharing Payment received or recovered by a
          Recovering Lender becomes repayable and is repaid by that Recovering
          Lender, then:

          (A)  each Lender which has received a share of the relevant Sharing
               Payment pursuant to clause 26.2 (Redistribution of payments)
               shall, upon request of the Agent, pay to the Agent for account
               of that Recovering Lender an amount equal to its share of the
               Sharing Payment (together with an amount as is necessary to
               reimburse that Recovering Lender for its proportion of any
               interest on the Sharing Payment which that Recovering Lender is
               required to pay); and

          (B)  that Recovering Lender's rights of subrogation in respect of any
               reimbursement shall be cancelled and the Borrower will be liable
               to the reimbursing Lender for the amount so reimbursed.

26.5      Exceptions

          (A)  This clause 26 shall not apply to the extent that the Recovering
               Lender would not, after making any payment pursuant to this
               clause, have a valid and enforceable claim against the Borrower.

          (B)  A Recovering Lender is not obliged to share with any other
               Lender any amount which the Recovering Lender has received or
               recovered as a result of taking legal or arbitration
               proceedings, if:

               (1)  it notified the other Lenders of the legal or arbitration
                    proceedings; and

               (2)  the other Lender had an opportunity to participate in those
                    legal or arbitration proceedings but did not do so as soon
                    as reasonably practicable having received notice or did not
                    take separate legal or arbitration proceedings.

27.       PAYMENT MECHANICS

27.1      Payments to the Agent

          (A)  On each date on which a payment is due from the Borrower or any
               Lender under this Agreement or any other Finance Document, the
               Borrower or that Lender shall make such payment to the Agent by
               11:00 a.m. in immediately available funds to such account of the
               Agent in Hong Kong in Hong Kong Dollars as the Agent may have
               specified for this purpose.

          (B)  Payments of principal, interest, default interest, commitment
               fee, Taxes, Increased


                                      55
<PAGE>


               Costs, Unpaid Sums and Break Costs shall be made in Hong Kong
               Dollars.

          (C)  Any payment of losses, costs, Taxes and expenses shall be paid
               in the currency in which they were incurred.

27.2      Distributions by the Agent

          Each payment received by the Agent under the Finance Documents for
          another party shall, subject to clause 27.3 (Distributions to the
          Borrower) and clause 27.4 (Clawback) be made available by the Agent
          as soon as practicable after receipt to the party entitled to receive
          payment in accordance with this Agreement (in the case of a Lender,
          for the account of its Facility Office), to such account as that
          party may notify to the Agent by not less than five Business Days'
          notice being an account with a bank in the principal financial centre
          of the country of that currency.

27.3      Distributions to the Borrower

          The Agent may (with the consent of the Borrower or in accordance with
          clause 29 (Set-off)) apply any amount received by it for the Borrower
          in or towards payment (on the date and in the currency and funds of
          receipt) of any amount due from the Borrower under the Finance
          Documents or in or towards purchase of any amount of any currency to
          be so applied.

27.4      Clawback

          (A)  Where a sum is to be paid to the Agent under the Finance
               Documents for another party, the Agent is not obliged to pay
               that sum to that other party (or to enter into or perform any
               related exchange contract) until it has been able to establish
               to its satisfaction that it has actually received that sum.

          (B)  If the Agent pays an amount to another party and it proves to be
               the case that the Agent had not actually received that amount,
               then the party to whom that amount (or the proceeds of any
               related exchange contract) was paid by the Agent shall on demand
               refund the same to the Agent together with interest on that
               amount from the date of payment to the date of receipt by the
               Agent, calculated by the Agent to reflect its cost of funds.

27.5      Partial payments

          (A)  If the Agent receives a payment that is insufficient to
               discharge all the amounts then due and payable by the Borrower
               under the Finance Documents, the Agent shall apply that payment
               towards the obligations of the Borrower under the Finance
               Documents in the following order:

               (1)  first, in or towards payment pro rata of any unpaid fees,
                    costs and expenses of the Agent under the Finance
                    Documents;

               (2)  secondly, in or towards payment pro rata of any accrued
                    interest or commission due but unpaid under this Agreement;

               (3)  thirdly, in or towards payment pro rata of any principal
                    due but unpaid under this Agreement; and


                                      56
<PAGE>


               (4)  fourthly, in or towards payment pro rata of any other sum
                    due but unpaid under the Finance Documents.

          (B)  The Agent shall, if so directed by the Majority Lenders, vary
               the order set out in sub-paragraphs (A)(2) to (4) above.

          (C)  Paragraphs (A) and (B) above will override any appropriation
               made by the Borrower.

27.6      No set-off by the Borrower

          All payments to be made by the Borrower under the Finance Documents
          shall be calculated and be made without (and free and clear of any
          deduction for) set-off or counterclaim.

28.       PAYMENT OF TAXES AND RECOVERIES

28.1      Payment of Taxes

          The Agent shall be entitled to make the deductions and withholdings
          (on account of Taxes or otherwise) from payments to the Agent under
          the Finance Documents or any other Finance Party, which it is
          required by any applicable law to make and to pay all Taxes assessed
          against it by virtue of its capacity as agent or any act done by it
          in such capacity.

28.2      Application of recoveries

          All sums recovered by the Agent or any of the Lenders shall be
          applied as follows:

          (A)  first, to pay to the Agent the amount of any fees due from the
               Borrower and in addition such sums as shall be necessary to
               reimburse the Agent for all costs (including legal costs),
               charges and expenses properly incurred by it in its capacity as
               such under or in connection with the Finance Documents and to
               indemnify it fully against any obligations or liabilities
               incurred by it in its capacity as Agent; and

          (B)  second, in accordance with the provisions of clause 27.5(A)
               (Partial payments).


                             PART 9: MISCELLANEOUS

29.       SET-OFF

          A Finance Party may set off any matured obligation due from the
          Borrower under the Finance Documents (to the extent beneficially
          owned by that Finance Party) against any matured obligation owed by
          that Finance Party to the Borrower, regardless of the place of
          payment, booking branch or currency of either obligation. If the
          obligations are in different currencies, the Finance Party may
          convert either obligation at a market rate of exchange in its usual
          course of business for the purpose of the set-off.

30.       CONDUCT OF BUSINESS BY THE FINANCE PARTIES

          No provision of this Agreement will:


                                      57
<PAGE>


          (A)  interfere with the right of any Finance Party to arrange its
               affairs (tax or otherwise) in whatever manner it thinks fit;

          (B)  oblige any Finance Party to investigate or claim any credit,
               relief, remission or repayment available to it or the extent,
               order and manner of any claim; or

          (C)  oblige any Finance Party to disclose any information relating to
               its affairs (tax or otherwise) or any computations in respect of
               Tax.

31.       NOTICES

31.1      Communications through the Agent

          Save as expressly provided to the contrary in this Agreement, any
          communication or document from or to any Finance Party from or to any
          other party to this Agreement shall be sent in writing to or through
          the Agent.

31.2      Addresses

          Any notices, demands, proceedings or other documents made in writing
          to be sent to any party to this Agreement under this Agreement shall
          be addressed to such party at the address or facsimile number and
          marked for the attention of the person (if any) from time to time
          designated by that party in writing to the Agent (or, in the case of
          the Agent, by it to each other party to this Agreement) for the
          purpose of this Agreement. The initial address and facsimile number
          and person(s) (if any) so designated by each party are set out under
          its name at the end of this Agreement. The initial address and
          facsimile number and person(s) (if any) so designated by a New Lender
          are those set out at the end of the relevant Transfer Certificate.

31.3      Deeming provisions

          (A)  Any communication to the Borrower or to any Finance Party shall
               be deemed to have been received by that Borrower or that Finance
               Party:

               (1)  if delivered by hand, at the time of actual delivery;

               (2)  if transmitted by facsimile, at the time the facsimile
                    transmission report (or other appropriate evidence)
                    confirming that the facsimile transmission has been
                    transmitted to the addressee is received by the sender; and

               (3)  if sent by post at noon on the second Business Day (in the
                    case of an address in Hong Kong) or the fifth Business Day
                    (in the case of an address outside Hong Kong) following the
                    day of posting and shall be effective even if it is
                    misdelivered or returned undelivered.

               In proving such service it shall be sufficient to prove that
               personal delivery was made, or that the envelope containing the
               communication was correctly addressed and posted, or that a
               facsimile transmission report (or other appropriate evidence)
               was obtained that the facsimile had been transmitted to the
               addressee.

          (B)  Any communication to the Agent shall be deemed to have been
               given only on actual receipt by the Agent.


                                      58
<PAGE>


32.       CALCULATIONS AND CERTIFICATES

32.1      Accounts

          In any litigation or arbitration proceedings arising out of or in
          connection with a Finance Document, the entries made in the accounts
          maintained by a Finance Party are prima facie evidence of the matters
          to which they relate.

32.2      Certificates and determinations

          Any certification or determination by a Finance Party of a rate or
          amount under any Finance Document is, in the absence of manifest
          error, conclusive evidence of the matters to which it relates. Each
          Finance Party in making any certification or determination shall act
          in good faith.

32.3      Day count convention

          Any interest, commission or fee accruing under a Finance Document
          will accrue from day to day and is calculated on the basis of the
          actual number of days elapsed and a year of 365 days.

33.       PARTIAL INVALIDITY

          If, at any time, any provision of the Finance Documents is or becomes
          illegal, invalid or unenforceable in any respect under any law of any
          jurisdiction, neither the legality, validity or enforceability of the
          remaining provisions nor the legality, validity or enforceability of
          such provision under the law of any other jurisdiction will in any
          way be affected or impaired.

34.       REMEDIES AND WAIVERS

          No failure to exercise, nor any delay in exercising, on the part of
          any Finance Party, any right or remedy under the Finance Documents
          shall operate as a waiver, nor shall any single or partial exercise
          of any right or remedy prevent any further or other exercise or the
          exercise of any other right or remedy. The rights and remedies
          provided in this Agreement are cumulative and not exclusive of any
          rights or remedies provided by law.

35.       COUNTERPARTS

          Each Finance Document may be executed in any number of counterparts,
          and this has the same effect as if the signatures on the counterparts
          were on a single copy of the Finance Document.


                    PART 10: GOVERNING LAW AND ENFORCEMENT

36.       GOVERNING LAW

          This Agreement is governed by and construed in accordance with the
          Laws of Hong Kong.


                                      59
<PAGE>


37.       ENFORCEMENT

          Jurisdiction of Hong Kong courts:

          (A)  The courts of Hong Kong have exclusive jurisdiction to settle
               any dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "Dispute").

          (B)  The Parties agree that the courts of Hong Kong are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no party will argue to the contrary.

          (C)  This clause 37 is for the benefit of the Finance Parties only.
               As a result, no Finance Party shall be prevented from taking
               proceedings relating to a Dispute in any other courts with
               jurisdiction. To the extent allowed by law, the Finance Parties
               may take concurrent proceedings in any number of jurisdictions.


                                      60
<PAGE>


                            SCHEDULE 1: THE LENDERS


Name of Lenders                                                 Commitment (HK$)
---------------                                                 ----------------

ABN AMRO Bank N.V.                                                400,000,000

ANZ Asia Limited                                                  400,000,000

Bank of China (Hong Kong) Limited                                 400,000,000

Bayerische Landesbank, Hong Kong Branch                           400,000,000

BNP Paribas Hong Kong Branch                                      400,000,000

Bank of Communications, Hong Kong Branch                          400,000,000

The Bank of East Asia, Limited                                    400,000,000

Commerz (East Asia) Limited                                       400,000,000

Credit Agricole Indosuez, Hong Kong Branch                        400,000,000

DBS Bank Ltd, Hong Kong Branch                                    400,000,000

Hang Seng Bank, Limited                                           400,000,000

J.P. Morgan (S.E.A.) Limited                                      400,000,000

Mizuho Corporate Bank, Ltd., Hong Kong Branch                     400,000,000

Scotiabank (Hong Kong) Limited                                    400,000,000

UFJ Bank Limited, Hong Kong Branch                                400,000,000
                                                                -------------
                                                 TOTAL:         6,000,000,000
                                                                =============


                                      61
<PAGE>


                 SCHEDULE 2: CONDITIONS PRECEDENT (clause 4.1)


1.        Borrower Corporate Documents

          (A)  Certified copies of the certificate of incorporation,
               certificate of incorporation on change of name (if any) and
               up-to-date memorandum and articles of association of the
               Borrower.

          (B)  A certified copy of a resolution (or an extract thereof) of the
               board of directors of the Borrower:

               (1)  approving the terms of, and the transactions contemplated
                    by, the Finance Documents to which it is a party and
                    resolving that it executes the Finance Documents to which
                    it is a party;

               (2)  authorising a specified person or persons to execute the
                    Finance Documents to which it is a party on its behalf; and

               (3)  authorising a specified person or persons, on its behalf,
                    to sign and/or despatch all documents and notices
                    (including any Drawdown Notice) to be signed and/or
                    despatched by it under or in connection with the Finance
                    Documents to which it is a party.

          (C)  A specimen of the signature of each person authorised by the
               resolution referred to in paragraph (B) above.

          (D)  The Original Financial Statements.

          (E)  A certificate signed by an authorised signatory of the Borrower
               to the effect that :

               (1)  the resolution in paragraph (B) has been duly and properly
                    passed and is attached;

               (2)  such resolution is still in effect and has not been varied
                    or rescinded; and

               (3)  borrowing the Total Commitments would not cause any
                    borrowing or similar limit binding on the Borrower to be
                    exceeded.

2.        Legal opinions

          (F)  A legal opinion of Lovells, legal advisers to the Finance
               Parties, addressed to the Agent (for and on behalf of itself and
               the Lenders), as to Hong Kong Law, substantially in the form
               distributed to such parties prior to signing this Agreement
               which will include customary assumptions and reservations.

          (G)  A legal opinion of Simmons & Simmons, legal advisers to the
               Borrower, addressed to the Agent (for and on behalf of itself
               and the Lenders) substantially in the form distributed to such
               parties prior to signing this Agreement which will include
               customary assumptions and reservations.


                                      62
<PAGE>


3.        Other documents and evidence

          (A)  All Fee Letters duly executed by the Borrower.

          (B)  The fees, costs and expenses then due from the Borrower pursuant
               to clause 10 (Fees) and clause 15 (Costs and expenses) have been
               paid.

          (C)  Executed copies of each Finance Document.

          (D)  A list of Encumbrances in existence on or prior to the date of
               this Agreement created by the Borrower or any Principal
               Subsidiary (other than the Listed Principal Subsidiaries and
               their Subsidiaries) executed by an authorised signatory of the
               Borrower.


                                      63
<PAGE>


                  SCHEDULE 3: DRAWDOWN NOTICE (clause 4.2(A))


From:        PCCW-HKT Telephone Limited

To:          Bayerische Landesbank, Hong Kong Branch (as Agent)

                                                              Date: [o]

Dear Sirs

HK$6,000,000,000 Revolving Loan Facility Agreement dated 12 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

We refer to the Facility Agreement (as the same may from time to time be
amended, varied, supplemented, restated or novated). Terms defined in the
Facility Agreement shall have the same meanings when used in this notice.

We:

(a)  give you notice that we request for an advance under the Facility in an
     amount of HK$[insert amount] (or if less, the Available Facility) on
     [insert date];

[(b) request that the proceeds of such advance are to be made available by
     credit directly to the following account:

     [o]] *

(c)  confirm that the Interest Period of such advance shall be
     [one/two/three/six/longer period]* Month(s) [provided that, if this
     request for a 6 month or longer period is not accepted by the Lenders, we
     shall be deemed to have requested an Interest Period of [one/two/three]*
     Month(s) being the Fallback Period]; *

(d)  confirm that the representations and warranties referred to and deemed to
     be repeated in accordance with clause 16.18 (Repetition) of the Facility
     Agreement are true and accurate as if made on the date of this notice with
     reference to the facts and circumstances now existing;

(e)  confirm that no [Event of Default/Default]* is Continuing or would result
     from the making of such advance; and

(f)  [confirm that no Material Adverse Change has occurred since the date of
     the Facility Agreement or, if later, the date of the latest Financial
     Statements delivered to you pursuant to clause 17.1 (Financial Statements)
     of the Facility Agreement.]*

This Drawdown Notice is irrevocable and is governed by Hong Kong law.

Yours faithfully

For and on behalf of
PCCW-HKT Telephone Limited


........................................
Name:
Title:
* delete if not applicable


                                      64
<PAGE>


             SCHEDULE 4: FORM OF TRANSFER CERTIFICATE (clause 21.5)


To:       Bayerische Landesbank, Hong Kong Branch (as Agent)

From:     [The  Existing  Lender] (the  "Existing  Lender") and [The New Lender]
          (the "New Lender")

Date:     [o]



Dear Sirs

HK$6,000,000,000 Revolving Loan Facility Agreement dated 12 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

We refer to the Facility Agreement (as the same may from time to time be
amended, varied, supplemented, restated or novated). Terms defined in the
Facility Agreement shall have the same meanings when used in this notice.

1.   We refer to clause 21.5 (Procedure for transfer) of the Facility
     Agreement:

     (A)  The Existing Lender and the New Lender agree to the Existing Lender
          and the New Lender transferring by novation all or part of the
          Existing Lender's Commitment, rights and obligations referred to in
          the Schedule in accordance with clause 21.5 (Procedure for transfer).

     (B)  The proposed Transfer Date is [o].

     (C)  The Facility Office and address, fax number and attention details for
          notices of the New Lender for the purposes of clause 31.2 (Addresses)
          are set out in the Schedule.

2.   The New Lender expressly acknowledges the limitations on the Existing
     Lender's obligations set out in paragraph (C) of clause 21.4 (Limitation
     of responsibility of Existing Lenders) and the provisions regarding
     outstanding waivers and consents in sub-paragraph (B)(4) of clause 21.4.

3.   This Transfer Certificate is governed by Hong Kong law.


                                      65
<PAGE>


                                  THE SCHEDULE

                   Details of Participation to be transferred

Transfer Details                       :

Interest Period(s)                     :        [o]

Participation Transferred

Commitment Transferred

         Drawn Amount                  :        [o]

         Undrawn Amount                :        [o]


                      Administrative Details of New Lender

Name of New Lender:

Facility Office:

Address for service of notices (if different):

Account for payments:

Telephone:

Telex:

Facsimile:

Attention:


Date: ________________________________     Date: ______________________________



SIGNED by ____________________________     SIGNED by __________________________
For and on behalf of [Existing Lender]     For and on behalf of [New Lender]



Date: ________________________________



SIGNED by ____________________________
For and on behalf of the  Agent and
all the other parties to the Facility
Agreement


                                      66
<PAGE>


          SCHEDULE 5: FORM OF ASSIGNEE'S UNDERTAKING (clause 21.2(A))



To:  (1)  Bayerische Landesbank, Hong Kong Branch (as Agent)
          19/F., Standard Chartered Bank Building
          4A Des Voeux Road
          Central
          Hong Kong

          Attention: Agency / Ms Doris Pang / Ms Carol Chan


     (2)  PCCW-HKT Telephone Limited
          39th Floor, PCCW Tower
          TaiKoo Place
          979 King's Road
          Quarry Bay
          Hong Kong

          Attention: Company Secretary

                                                                      Date: [o]

                             Assignee's Undertaking

This Assignee's Undertaking relates to a facility agreement (the "Agreement",
which expression shall include any amendments to it in force from time to time)
dated 12 December 2003 between PCCW-HKT Telephone Limited as Borrower, the
financial institutions listed therein as Co-ordinating Arrangers, the financial
institutions listed in Schedule 1 of the Agreement as Lenders and Bayerische
Landesbank, Hong Kong Branch as Agent. Terms defined in the Agreement shall
have the same meanings in this Assignee's Undertaking.

1.   [*insert name of Assignor Bank*] (the "Assignor")

     (a)  confirms that the details appearing in the attached Schedule are
          correct; and

     (b)  assigns to [*insert name of Assignee Bank*] (the "Assignee") the
          portion of the Loan(s) specified in the attached Schedule by
          countersigning and delivering this Assignee's Undertaking to the
          Agent at its address for the service of notice specified in the
          Agreement.

2.   The Assignee requests the Agent to accept this Assignee's Undertaking as
     being delivered under and for the purpose of paragraph (B) of clause 21.2
     of the Agreement so as to take effect in accordance with the terms of such
     clause on [*insert date of assignment*] (the "Assignment Date") [or on
     such later date as may be determined in accordance with its terms].

3.   The Assignee undertakes to the Agent, the Assignor and each of the other
     parties to the Agreement that it will be bound by the terms of the Finance
     Documents as a Lender after delivery of this Assignee's Undertaking to the
     Agent and after satisfaction of the conditions (if any) subject to which
     this Assignee's Undertaking is expressed to take effect.


                                      67
<PAGE>


4.   The Assignee shall be substituted for the Assignor in respect of all of
     the rights of the Assignor under Finance Documents and have the same
     rights against the Borrower as it would have had if it had been an
     original party to the Agreement.

5.   The Assignee confirms that:

     (a)  it has received copies of the Finance Documents and all other
          documentation and information required by the Assignee in connection
          with the transactions contemplated by this Assignee's Undertaking;

     (b)  it has made and will continue to make its own assessment of the
          adequacy, legality, enforceability and validity of the Finance
          Documents and this Assignee's Undertaking and has not relied and will
          not rely on the Agent or any statements made by it in that respect;

     (c)  it has made and will continue to make its own credit assessment of
          the Borrower and the other parties to the Finance Documents and has
          not relied and will not rely on the Agent or any statements made by
          the Agent in that respect; and

     (d)  the Agent shall not have any liability or responsibility to the
          Assignee in respect of any of the foregoing matters.

6.   The Assignor makes no representation or warranty and assumes no
     responsibility with respect to the adequacy, legality, enforceability or
     validity of any Finance Document and assumes no responsibility for the
     financial condition of the Borrower or any other party to any Finance
     Document or for the performance and observance by the Borrower or any
     other such party of any of its obligations under any Finance Document and
     all such conditions and warranties, whether expressed or implied by law or
     otherwise, are excluded.

7.   Nothing in this Assignee's Undertaking, any Finance Document obliges the
     Assignor to:

     (a)  accept a re-assignment from the Assignee of any of the rights and/or
          obligations assigned, transferred or novated under clause 21 (Changes
          to the Lenders) of the Agreement; or

     (b)  support any losses incurred by the Assignee by reason of the
          non-performance by the Borrower of any of its obligations under any
          Finance Document or otherwise.

8.   This Assignee's Undertaking and the rights and obligations of the parties
     under it shall be governed by and construed in accordance with the law of
     Hong Kong.

Note:    This Assignee's Undertaking is not a security, bond, note, debenture,
         investment or other similar instrument.


AS WITNESS the hands of the authorised signatories of the parties the day and
year first above written.


                                      68
<PAGE>


                       SCHEDULE TO ASSIGNEE'S UNDERTAKING

                    Details of Participation to be assigned

Assignment Details                     :

Interest Period(s)                     :      [o]

Amount of Participation Assigned       :      [o]


                       Administrative Details of Assignee

Name of Assignee:

Facility Office:

Address for service of

notices (if different):

Account for payments:

Telephone:

Facsimile No:

Attention:




Dated: ..........................             Dated: ..........................

SIGNED by .......................             SIGNED by .......................
for and on behalf of                          for and on behalf of
[*Assignor Bank*]                             [*Assignee Bank*]


                                      69
<PAGE>


         SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING (clause 21.9)



PCCW-HKT Telephone Limited
39th Floor, PCCW Tower
TaiKoo Place
979 King's Road
Quarry Bay
Hong Kong

Attention: Company Secretary

                                                                      Date: [o]

Dear Sirs

HK$6,000,000,000 Revolving Loan Facility Agreement dated 12 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

We refer to the above Facility Agreement, a copy of which has been (or will be
upon execution of this Undertaking) provided to us. Capitalised terms used
herein and not otherwise defined shall have the same meaning as in the Facility
Agreement. We may from time to time have access to a number of agreements and
other non-public, confidential proprietary information regarding the
Borrower/Borrower Group and the Facility (the "Confidential Information").

In consideration of your supplying or agreeing to the supply of, such
Confidential Information to us, by signature of this letter we undertake:

1.   (a)  to hold and ensure that our officers, employees and agents hold
          the Confidential Information whether received in written, diskette or
          electronic medium, in complete confidence and not disclose or
          otherwise make available the whole or any part of the Confidential
          Information to any third party;

     (b)  upon written demand from you, to:

          (i)  return the Confidential Information and any copies of it to you;
               or

          (ii) confirm to you in writing that it has been destroyed,

          save that we shall be permitted to retain one copy of the
          Confidential Information for legal, regulatory, compliance or
          internal records purpose and we undertake to keep such information
          confidential on the terms of this letter.

2.   Subject to paragraph 1 above, we shall be entitled to disclose the
     Confidential Information:

     (a)  to any affiliate, subsidiary or outside professional consultant in
          connection with the Facility but only after first obtaining an
          agreement of confidentiality in similar form to this letter from such
          affiliate, subsidiary or consultant;

     (b)  where we are required to disclose the Confidential Information by law
          or any regulatory or governmental authority.


                                      70
<PAGE>


3.   Nothing in paragraphs 1(a) and (b) of this letter shall apply to any
     Confidential Information which:

     (a)  at the time of its disclosure is in the public domain or comes into
          the public domain for any reason except our failure, or failure on
          the part of any disclosee, to comply with the terms of this letter;

     (b)  is disclosed on a non-confidential basis;

     (c)  was lawfully in our possession prior to such disclosure; or

     (d)  is subsequently received by us from a third party without obligations
          of confidentiality.

4.   We acknowledge and agree that you may be irreparably harmed by the breach
     of the terms of this letter and that damages may not be an adequate
     remedy.

5.   Our obligations under this letter shall terminate at such time as we
     become a party to the Facility Agreement and bound by the terms thereof.

This letter shall be governed by Hong Kong law.

Yours faithfully
For and on behalf of



________________________________
[Authorised Signatory]
[Title]


                                      71
<PAGE>


          SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE (clause 17.2(D))



To:      Bayerische Landesbank, Hong Kong Branch (as Agent)
         19/F., Standard Chartered Bank Building
         4A Des Voeux Road
         Central
         Hong Kong

         Attention: Agency / Ms Doris Pang / Ms Carol Chan

                                                                      Date: [o]

HK$6,000,000,000 Revolving Loan Facility Agreement dated 12 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

We refer to the Facility Agreement (as the same may from time to time be
amended, varied, supplemented, restated or novated). Terms defined in the
Facility Agreement shall have the same meanings when used in this certificate.

Terms and expression defined in the Facility Agreement shall bear the same
meaning herein.

Financial Covenants

We confirm that, in respect of the Relevant Period [o] to [o]:

(A)  EBITDA was HK$[o];

(B)  Total Debt of the Borrower Group as at the last day of the Relevant Period
     was HK$[o];

(C)  Interest for the Relevant Period was HK$[o]; and

(D)  therefore:

     (1)  the ratio of EBITDA to Interest for such Relevant Period was [o] to
          1; and

     (2)  the ratio of Total Debt of the Borrower Group to EBITDA for such
          Relevant Period was [o] to 1.




......................................................
For and on behalf of [name of auditors]* /
PCCW-HKT Telephone Limited


* delete as appropriate


                                      72
<PAGE>


AS WITNESS the hands of the duly authorised representatives of the parties on
the date first above written.


                                  SIGNATORIES

THE BORROWER
------------

PCCW-HKT TELEPHONE LIMITED

39th Floor
PCCW Tower
TaiKoo Place
979 King's Road
Quarry Bay
Hong Kong

Facsimile No:  (852) 2962 5725  (copy (852) 2521 5979)

Attention:     Company Secretary / Group Treasurer

By:            (Sd) W. Michael Verge




THE CO-ORDINATING ARRANGERS AND THE LENDERS
-------------------------------------------

ABN AMRO BANK N.V.

38/F, Cheung Kong Center
2 Queen's Road Central
Hong Kong

Facsimile No:  (852) 2700 3450

Attention:     Rajesh Ahuja

By:            (Sd) Steve Weiss
               (Sd) Sonny Leung


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<PAGE>


ANZ ASIA LIMITED

31/F, One Exchange Square
8 Connaught Place
Central
Hong Kong

Facsimile No:  (852) 2230 5730

Attention:     Ms Carrie Lau / Ms Clarice Tsang

By:            (Sd) Anthony Gilks
               (Sd) Titus Chui



BANK OF CHINA (HONG KONG) LIMITED

Bank of China Tower
1 Garden Road
Central
Hong Kong

Facsimile No:  (852) 2526 7478 (copy (852) 2530 3875)

Attention:     Mr Kenneth Man / Ms Wendy Yuen / Mr Felip Fai

By:            (Sd) Wong Muk Po




BAYERISCHE LANDESBANK, HONG KONG BRANCH

19/F., Standard Chartered Bank Building
4A Des Voeux Road
Central
Hong Kong

Facsimile No:  (852) 2978 8352

Attention:     Mr Stephan Schmidbauer / Ms Doris Pang

By:            (Sd) Paul C M Au
               (Sd) Stephan Schmidbauer


                                      74
<PAGE>


BNP PARIBAS HONG KONG BRANCH

5/F Central Tower
28 Queen's Road Central
Hong Kong

Facsimile No:  (852) 2530 2977

Attention:     Mr Aaron Li

By:            (Sd) Choy Chun Yu
               (Sd) Cheung Yuk Yi, Monica




BANK OF COMMUNICATIONS, HONG KONG BRANCH

20 Pedder Street
Central
Hong Kong

Facsimile No:  (852) 2840 0479

Attention:     Mr Danny Chan / Mr Raymond Kwok

By:            (Sd) Xu Chengfa
               (Sd) Leung Ho Man, Wilson




THE BANK OF EAST ASIA, LIMITED

18/F., 10 Des Voeux Road Central
Hong Kong

Facsimile No:  (852) 2877 5929

Attention:     Mr William Chu / Ms Christine Wong
               Corporate Lending & Syndication Department

By:            (Sd) Christine Wong
               (Sd) William Chu


                                      75
<PAGE>


COMMERZ (EAST ASIA) LIMITED

21/F, Hong Kong Club Building
3A Chater Road
Central, Hong Kong

Facsimile No:  (852) 2536 9909

Attention:     Ms Liza Kwong / Ms Sally Yuen

By:            (Sd) Chan Yuet Ming
               (Sd) Devlin Li




CREDIT AGRICOLE INDOSUEZ, HONG KONG BRANCH

42nd - 45th Floors, One Exchange Square
Central,
Hong Kong

Facsimile No:  (852) 2848 9903

Attention:     Mr Kingston Ho / Ms Brenda Leung
                        Loan Administration

By:            (Sd) Michel Demuynck
               (Sd) Nelson Lo




DBS BANK LTD, HONG KONG BRANCH

16th Floor, Man Yee Building
68 Des Voeux Road Central
Hong Kong

Facsimile No:  (852) 2877 6703

Attention:     Corporate Banking Middle Office

By:            (Sd) Jimmy Kwok


                                      76
<PAGE>


HANG SENG BANK LIMITED

83 Des Voeux Road Central
Hong Kong

Facsimile No:  (852) 2845 8860 / 2804 6880

Attention:     Mr Lok Chung Kim / Ms Katy Kam
               Corporate Credit Administration Department

By:            (Sd) Y T Ng
               (Sd) Wing N Leung




J.P. MORGAN (S.E.A.) LIMITED

168 Robinson Road
17th Floor, Capital Tower
Singapore 068912

Facsimile No:  (65) 6557 0339

Attention:     Mueen UdDeen
               Corporate Banking

By:            (Sd) Mueen UdDeen




MIZUHO CORPORATE BANK, LTD., HONG KONG BRANCH

17/F Two Pacific Place
88 Queensway
Hong Kong

Facsimile No:  (852) 2564 7859

Attention:     Mr Nelson To / Mr Adrian Chau
               Loan Operations Department

By:            (Sd) Richard Ho


                                      77
<PAGE>


SCOTIABANK (HONG KONG) LIMITED

25th Floor United Centre
95 Queensway
Hong Kong

Facsimile No:  (852) 2527 2527

Attention:     Mr Osbert Ho

By:            (Sd) Raymond Choo
               (Sd) Alice Lee




UFJ BANK LIMITED, HONG KONG BRANCH

Fairmont House
8 Cotton Tree Drive
Central
Hong Kong

Facsimile No:  (852) 2877 0700

Attention:     Ms Jackie Wah
               Loan Administration

By:            (Sd) Rox Lam




THE AGENT
---------

BAYERISCHE LANDESBANK, HONG KONG BRANCH

19/F., Standard Chartered Bank Building
4A Des Voeux Road
Central
Hong Kong

Facsimile No:  (852) 2978 8352

Attention:     Agency / Ms Doris Pang / Ms Carol Chan

By:            (Sd) Paul C M Au
               (Sd) Stephan Schmidbauer


                                      78