EXHIBIT 4(pp)


Dated: 17 June 2004

Facility Agreement





between

Reach Ltd.
as Borrower

and

PCCW Limited and Telstra Corporation Limited
as Lenders





relating to

a US$50,000,000 Working Capital Revolving Loan Facility




<PAGE>


                                    CONTENTS




1.       Facility............................................................1

2.       Purpose.............................................................1

3.       Drawdown............................................................1

4.       Interest............................................................2

5.       Repayment...........................................................2

6.       The Lenders.........................................................3

7.       Security............................................................3

8.       Representations and Warranties......................................4

9.       Undertakings........................................................4

10.      Events of Default...................................................4

11.      Payments............................................................4

12.      Conditions Precedent................................................5

13.      Assignment and Transfer.............................................5

14.      Miscellaneous.......................................................5

15.      Interpretation......................................................6

16.      Notices.............................................................8

17.      Governing Law and Jurisdiction......................................9


                                       i
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THIS AGREEMENT is dated the 17th day of June 2004 and made
--------------

BETWEEN

(1)     Reach Ltd., a company incorporated in Bermuda having its registered
        office at Clarendon House, 2 Church Street, P.O. Box HM 666, Hamilton HM
        CX, Bermuda (the "Borrower"); and

(2)     PCCW Limited and Telstra Corporation Limited (the "Lenders").

Background

(A)     The Lenders have agreed to provide a working capital facility to the
        Borrower on the terms set out in this Agreement.

(B)     The Facility is granted subject to the condition that the Borrower's
        obligations under this Agreement are secured and guaranteed in the
        manner set out in this Agreement.

IT IS AGREED as follows:

1.      Facility

        The Lenders shall, on the terms and conditions set out in this
        Agreement, provide a revolving loan facility of up to US$50 million (US
        dollars fifty million) (or such greater amount as the Lenders may from
        time to time unanimously agree) to the Borrower for a period ending on
        31 December 2007. Capitalised words used in this Agreement shall have
        the meaning given to them in clause 15 (Interpretation) and elsewhere in
        this Agreement.

2.      Purpose

        The Facility shall be utilised by the Borrower to assist with its
        general working capital requirements, for the payment of interest due on
        the Facility and for on-lending to its subsidiaries for their working
        capital requirements.

3.      Drawdown

3.1     Subject, in respect of the first Advance, to fulfilment of the
        conditions set out in clause 12 (Conditions Precedent) and, in respect
        of all Advances, to clause 3.2, the Borrower may from time to time
        during the Availability Period request an Advance under the Facility in
        an amount not exceeding the Available Facility. The Borrower shall give
        notice to the Lenders of its intention to draw not later than 11:00 a.m.
        on the fifth Business Day before the proposed drawing date (which shall
        be a Business Day) and shall thereby confirm that each condition
        specified in clause 3.2 is satisfied on the date of such notice.

3.2     No Advance (other than a Rollover Advance) shall be made if, at the time
        when it is requested or is to be made, (1) there would be a breach of
        any representation and warranty referred to in clause 6 (Representations
        and Warranties) or there exists an Event of Default or a Potential Event
        of Default or (2) unless such Advance is a Rollover Advance or an
        Interest Advance, the Board of the Borrower has not given its unanimous
        approval for such Advance.

3.3     Subject to the terms of this Agreement, the Lenders shall make each
        Advance available to the Borrower on the proposed drawing date and each
        Lender shall participate in such Advance according to its Proportion.
        However, a Lender need not make available its Proportion of an Advance
        unless it is satisfied that the other Lender will make available its
        Proportion of the Advance at the same time. In addition, until the
        Borrower has received the correct Proportions of each Advance from each
        Lender, it must hold any amount it has received from a Lender in a
        separate account to be immediately repaid to that Lender if the Borrower
        does not (on the same day) receive the other Lender's correct Proportion
        of the Advance requested.


                                       1
<PAGE>


3.4     The Available Facility will be cancelled and reduced to zero at the end
        of the Availability Period and shall not be available for drawing.

4.      Interest

4.1     Interest will accrue during the Interest Period for an Advance at the
        rate determined by the Lenders to be the aggregate of (1) the Lenders'
        margin of 2.5% per annum and (2) LIBOR.

4.2     The Interest Period for an Advance shall be one, two or three months or
        such other duration as may be mutually agreed. The Borrower must notify
        the Lenders at the time it requests the Advance in accordance with
        clause 3.1 of the duration of the Interest Period selected. If an
        Interest Period is not selected for an Advance, it shall have an
        Interest Period of one month (or, if a Rollover Advance, equal to the
        Interest Period of the Advance then ending). No Interest Period may
        extend beyond the Final Maturity Date and any Interest Period that would
        otherwise extend beyond that date shall instead end on it.

4.3     Any interest not paid on its due date shall be capitalised and shall
        thereafter form part of the principal amount due under this Agreement.
        An Interest Advance in an amount equal to such unpaid interest shall be
        deemed to have been made on such due date and shall have an Interest
        Period equal to the Interest Period for any other Advance to be made on
        the same day, failing which, of 3 months (or such other period as the
        Borrower and the Lenders may agree) and interest shall accrue on such
        Interest Advance at the applicable rate of interest determined under
        clause 4.1.

4.4     Any money payable under this Agreement which is not paid when due by the
        Borrower shall bear interest on a daily basis from the due date to the
        date of actual payment. Unless capitalised into an Interest Advance
        (where the interest is determined as specified in clause 4.3) such
        interest shall be calculated by reference to such successive default
        Interest Periods as the Lenders may from time to time select (acting
        reasonably).

4.5     Interest on an overdue amount (unless capitalised into an Interest
        Advance) shall be charged at the rate per annum determined by the
        Lenders to be equal to 3.5% per annum above the cost to the Lenders (as
        conclusively determined by the Lenders) of funding such overdue amount
        (or each Lender's Proportion of it) from such source(s) and for such
        period(s) as the Lenders may decide. Interest so accrued shall be due on
        demand or (in the absence of demand) on the last day of the default
        Interest Period in which it accrued and, if unpaid, shall be compounded
        on the last day of that and each successive Interest Period. Interest
        shall be charged and compounded on this basis both before and after any
        judgment obtained under this Agreement.

4.6     Interest on each Advance or overdue amount will be calculated on the
        basis of actual days elapsed and a 360 day year and, save as otherwise
        provided in this Agreement, will be payable by the Borrower on the last
        Business Day of the Interest Period relating to such Advance or overdue
        amount.

4.7     If at any time the Lenders determine (which determination shall be
        conclusive and binding) that by reason of circumstances affecting the
        London interbank market generally, adequate and fair means do not exist
        for ascertaining LIBOR for an Interest Period or such rate cannot be
        determined for that Interest Period, the Lenders shall promptly notify
        the Borrower and as soon as practicable following such notification, the
        Borrower and the Lenders shall negotiate in good faith with a view to
        agreeing an alternative basis for funding the Facility and determining
        the applicable interest rate. If an alternative basis is not so agreed
        within 30 days of commencing negotiation, the Lenders may require the
        Borrower to prepay the Facility whereupon each Advance shall be prepaid
        in full together with accrued interest at such rate as the Lenders may
        reasonably determine at the end of its Interest Period.

5.      Repayment

5.1     Subject to clauses 5.3 and 10 (Events of Default), each Advance shall be
        repaid on the last day of its Interest Period.


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5.2     Subject to the terms of this Agreement, any amount repaid under clause
        5.1 may be reborrowed.

5.3     If all or part of an Advance is to be repaid from the proceeds of all or
        part of a Rollover Advance, the amount to be repaid by the Borrower
        shall be set-off against the amount of such Rollover Advance and the
        party to whom the smaller amount is to be paid shall pay to the other
        party a sum equal to the difference between the two amounts.

5.4     All outstanding Advances and other sums (if any) owing under the
        Facility shall in any event be repaid or paid in full by the Final
        Maturity Date and shall not thereafter be available for borrowing.

6.      The Lenders

6.1     No Lender has any responsibility to the Obligors or to the other Lender
        for any Obligor's compliance or non-compliance with the Finance
        Documents.

6.2     Each Lender shall advance (or, as the case may be, be deemed to have
        advanced) to the Borrower its Proportion of each Advance.

6.3     The obligations of each Lender under the Finance Documents are several.
        A failure by a Lender to perform its obligations under the Finance
        Documents does not affect the obligations of any Obligor. No Lender is
        liable for the failure by the other Lender to perform its obligations.

6.4     Subject to clause 6.5, the rights of each Lender are several. Any debt
        arising under the Finance Documents at any time from the Obligors to any
        of Lenders is a separate and independent debt.

6.5     Despite clause 6.4, the Lenders agree that:

        (a)     neither of the Lenders may exercise any right or discretion
                under or in connection with the Finance Documents without the
                other Lender's consent; and

        (b)     all actions that a Lender may take under or in connection with
                the Finance Documents must be exercised jointly with the other
                Lender.

6.6     Any repayment or prepayment of an Advance shall be divided between the
        Lenders according to each Lender's Proportion at the time immediately
        before the payment is made.

6.7     Each Lender agrees that if it receives or recovers any amount in respect
        of a Loan (a "payment") which is more than it would have received or
        recovered if the payment had been made or received in the correct
        Proportion for each Lender in accordance with clause 6.6, that Lender
        must immediately pay an amount to the other Lender so that the other
        Lender receives the amount that it should have received if the payment
        had been made or received in the correct Proportion for each Lender.

        The Borrower agrees that any amount paid to a Lender under this clause
        6.7:

        (a)     increases the principal amount owing under the Facility to the
                Lender that makes the payment; and

        (b)     decreases the principal amount owing under the Facility to the
                Lender that receives the payment,

        by the amount of the payment.

7.      Security

        All the Borrower's obligations in respect of this Facility shall at all
        times be (1) unconditionally guaranteed by the Guarantors and (2)
        unconditionally secured by the Security Documents.


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<PAGE>


8.      Representations and Warranties

        The representations and warranties set out in clause 11 of the Term Loan
        Facility are incorporated in this Agreement mutatis mutandis as if set
        out in full and the relevant parties making them were a party to this
        Agreement, and shall be made on the date of this Agreement and repeated
        on the first day of each Interest Period by reference to the
        circumstances then existing.

9.      Undertakings

        The undertakings set out in clause 12 of the Term Loan Facility are
        incorporated in this Agreement mutatis mutandis and the Borrower
        undertakes to the Lenders to perform such undertakings as if set out in
        full.

10.     Events of Default

        The events of default set out in clause 13 of the Term Loan Facility are
        incorporated in this Agreement mutatis mutandis and shall constitute
        Events of Default as if set out in full. Upon the occurrence of an Event
        of Default the Lenders' Commitment to make available the Facility shall
        be suspended and, at the Lenders' option, shall cease and the Loan and
        all accrued interest and other amounts owing under this Agreement shall
        become repayable forthwith on demand in writing made by the Lenders at
        any time.

11.     Payments

11.1    All payments by the Borrower under or in connection with this Agreement,
        whether of principal, interest or otherwise, shall be made in US dollars
        to the Lenders at the following accounts (in proportion to the
        Outstandings):-

<TABLE>
<S>                        <C>                             <C>
        PCCW Limited                                       Telstra Corporation Limited
        Bank:              HSBC Bank USA, New York         Bank:             Citibank N.A., New York
        Swift Code:        MRMDUS33                        Swift Code:       CITIUS33
        Chips UID:         076026                          CHIPS/Fedwire number: CP0008/FW021000089
        Account Name:      HSBC, Hong Kong Main Branch     Account Name:     Telstra Corporation Limited
        Account No.:       000044407                       Account No.:      36215396
        Further credit to: PCCW Limited
        Account No.:       600 699 466 0001
</TABLE>

        (or to such other account or bank as the Lenders may specify from time
        to time) for value on the due date by such times and in such funds as
        the Lenders may specify as being customary at the time for settlement of
        transactions in US dollars, without set-off or counterclaim and free of
        any deduction or withholding for or on account of tax unless the
        Borrower is compelled by law to make such a payment subject to the
        deduction or withholding of tax.

11.2    If the Borrower is compelled by law to make any such deduction or
        withholding from or in respect of any amount payable by the Borrower
        under or in connection with this Agreement, the Borrower will pay to the
        Lenders such additional amount as is required to ensure that the Lenders
        receives (free from any liability in respect of any such deduction or
        withholding) a net amount equal to the full amount which it would have
        received if no such deduction, withholding or payment had been made.

11.3    All taxes required by law to be deducted or withheld by the Borrower
        from any amounts payable or paid under or in connection with this
        Agreement shall be paid by the Borrower to the appropriate authority
        within the time allowed for such payment under applicable law and the
        Borrower shall, within 30 days of the payment being made, deliver to the
        Lenders evidence reasonably satisfactory to the Lenders (including all
        relevant tax receipts) that the payment has been duly remitted to the
        appropriate authority.

11.4    Clauses 8.4, 9 and 10 of the Term Loan Facility are incorporated into
        this Agreement mutatis mutandis.


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12.     Conditions Precedent

        The Facility will become available to the Borrower when the Lenders has
        received in form and content satisfactory to the Lenders:

        (A)     Fully executed originals of the Term Loan Facility and the
                Finance Documents (in the case of the Security Documents, in
                registrable form).

        (B)     A copy certified by one of the Borrower's officers of a
                resolution of the Borrower's board of directors (or other
                authority satisfactory to the Lenders) authorising the execution
                by the Borrower of this Agreement and designating those persons
                authorised (1) to sign this Agreement, (2) to approve and sign
                any renewals or amendments of or to the Facility or this
                Agreement, (3) to approve and sign any other document required
                from the Borrower under this Agreement and (4) to request
                utilisation and otherwise to operate this Facility, in each case
                together with certified specimens of their signatures.

        (C)     (1) a copy certified by an officer of the relevant company of
                the resolution of the board of directors (or other authority
                satisfactory to the Lenders) of the giver of each Security
                Document and of each Guarantor authorising the execution of the
                relevant Security Document and/or, as the case may be, of the
                Term Loan Facility and designating those persons authorised to
                sign the same, together with certified specimens of their
                signatures, and (2) a copy certified by an officer of the
                relevant company of the certificate of incorporation and
                memorandum and articles of association (or other constitutional
                documents) of the Guarantor and the giver of each Security
                Document.

        (D)     Evidence of the appointment of a process agent in England in
                respect of each of the Obligors.

        (E)     A Deed of Release in a form acceptable to the Lenders (as
                evidenced by their execution thereof) fully executed by each
                party to it (and the release of the Obligors contemplated by it
                having become effective).

13.     Assignment and Transfer

13.1    The Borrower may not assign or transfer any of its rights and/or
        obligations under or in respect of this Agreement.

13.2    The Borrower acknowledges that each of the Lenders may assign and/or
        transfer its rights and/or obligations under this Agreement and the
        Security Documents, and any person to which such rights and/or
        obligations may from time to time be so assigned or transferred shall be
        entitled to the benefit of this Agreement and the Security Documents to
        the extent of such assignment or transfer as if such person had
        constituted an original lender under this Agreement, provided that the
        consent of the other Lender shall be required for any such assignment or
        transfer.

13.3    The Borrower agrees at the expense of the relevant Lender to execute and
        deliver, or to procure the execution and delivery of, such document(s)
        as may be required by the Lenders to effect such assignment or transfer.

14.     Miscellaneous

14.1    All certifications or determinations by the Lenders of a rate or amount
        under this Agreement shall be conclusive evidence of the matters to
        which they relate, except in any case of manifest error.

14.2    No delay or omission by the Lenders in exercising any right or power
        under this Agreement shall impair such right or power, and any single or
        partial exercise of it shall not preclude any other or further exercise
        of it or the exercise of any other right or power. The rights and
        remedies of the Lenders under this Agreement are cumulative and not
        exclusive of any right or remedy provided by law.


                                       5
<PAGE>


14.3    The Borrower shall indemnify the Lenders on demand (without prejudice to
        Lenders' other rights) for any expense, loss or liability properly
        incurred by the Lenders in consequence of (1) any failure by the
        Borrower to borrow in accordance with a notice of drawing given by it to
        the Lenders (other than by reason of default or negligence by the
        Lenders), or (2) any default or delay by the Borrower in the payment of
        any amount when due under this Agreement, or (3) the occurrence or
        continuance of any event referred to in clause 10 (Events of Default) or
        (4) all or part of an Advance being prepaid or repaid otherwise than on
        the maturity of the then current Interest Period for such Advance
        including, without limitation, any loss (including loss of margin),
        expense or liability sustained or incurred by the Lenders in any such
        event in liquidating or re-deploying funds acquired or committed to
        fund, make available or maintain that Advance (or any part of it).

14.4    Any legal fees and expenses, stamp duty and other transactional taxes
        and other out of pocket expenses properly incurred by the Lenders in
        connection with the negotiation, preparation and execution of this
        Agreement or any consent or waiver or the enforcement and preservation
        by the Lenders of its rights under this Agreement will be reimbursed by
        the Borrower on demand by the Lenders on a full indemnity basis.

14.5    At any time while an Event of Default is continuing or after the Loan
        has been accelerated, a Lender may set off any matured obligation owed
        by it to any Obligor against any matured obligation owing to it by such
        Obligor, regardless of the place of payment or currency of the matured
        obligations.

14.6    If, for any reason, any amount payable under this Agreement is paid or
        is recovered in a currency (the "other currency") other than that in
        which it is required to be paid (the "contractual currency"), then, to
        the extent that the payment to the Lenders (when converted into the
        contractual currency at the then applicable rate of exchange) falls
        short of the amount unpaid under this Agreement, the Borrower shall, as
        a separate and independent obligation, fully indemnify the Lenders on
        demand against the amount of the shortfall.

14.7    If any sum paid or recovered in respect of the liabilities of the
        Borrower under this Agreement is less than the amount then due, the
        Lenders may apply that sum to principal, interest, fees or any other
        amount due under this Agreement in such proportions and order and
        generally in such manner as the Lenders shall reasonably determine.

14.8    If at any time any provision of this Agreement is or becomes illegal,
        invalid or unenforceable, the remaining provisions shall in no way be
        affected or impaired thereby.

15.     Interpretation

15.1    In this Agreement, unless the context otherwise requires:

        "Advance" means the principal amount of each borrowing made or to be
        made under the Facility or (as the case may be) the principal amount for
        the time being outstanding in respect of such borrowing, and shall
        include an Interest Advance;

        "Agreement Date" means the date of this Agreement, being the date first
        stated on page 1 above;

        "Available Facility" at any time means the amount of the Facility at
        such time less the principal amount of any Advance which has been made
        (or is due to be made before the proposed drawdown date) and has not
        been repaid or is not due to be repaid on or before the proposed
        drawdown date;

        "Availability Period" means the period from the Agreement Date to 1
        December 2007 (both days inclusive);

        "Business Day" means a day (other than a Saturday or Sunday) on which
        the Lenders are ordinarily open for business in Hong Kong and Australia
        or, if such reference relates to the date for the payment or purchase of
        any sum denominated in US dollars, New York and London or, if such
        reference relates to a day on which LIBOR is to be determined, London;


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        "Commitment" means, at any time, for a Lender, half of the total
        Facility amount made available at such time under this Agreement;

        "Term Loan Facility" means the syndicated term loan facility agreement
        dated 12 January 2001 to which the Borrower is a party as borrower (as
        amended and restated by amendment and restatement agreements dated 15
        April 2003 and 17 June 2004);

        "Event of Default" means any event or change referred to in clause 10;

        "Facility" means the loan facility made available under this Agreement
        (as increased or reduced from time to time in accordance with its
        provisions);

        "Final Maturity Date" means 31 December 2007;

        "Finance Documents" means this Agreement, the Security Documents, the
        Guarantees and any other document which from time to time may be granted
        in favour of the Lenders in connection with the Facility;

        "Floating Charges" means the floating charges in favour of the Lenders
        granted or to be granted by Reach Ltd., Reach Global Networks Limited,
        Reach Networks Hong Kong Limited and Reach Networks Australia Pty
        Limited;

        "Guarantees" means the guarantee and indemnity by each of the Guarantors
        set out in the Term Loan Facility;

        "Guarantors" has the same meaning as is given to it in the Term Loan
        Facility;

        "Interest Advance" means an Advance which is made to pay accrued
        interest under the facility in the manner specified in clause 4.3;

        "Interest Period" means, in relation to any Advance or overdue amount,
        each period selected under this Agreement for the purpose of calculating
        the interest rate from time to time applicable to that Advance or
        overdue amount;

        "LIBOR" means, in relation to any Advance or overdue amount and any
        Interest Period relating to it, the rate per annum determined by the
        Lenders to be equal to the official fixing rate by the British Banker
        Association for US$ conducted each day at 11:00 am (London time) which
        appear on the page of the Reuters Monitor Money Rates Service (or, if
        not available, a successor or substitute page or service selected by the
        Lenders after consultation with the Borrower) which displays London
        interbank offered rates for US$ (being current "LIBOR01" for US$) for
        the Interest Period (or any period which may, in the Lenders' reasonable
        opinion, be comparable to the Interest Period) as of 11:00 am (London
        time) on the day that is two Business Days before the first day of such
        Interest Period, or, if no such rate is quoted, the average (rounded
        upwards, if necessary, to the nearest four decimal places) of the rates
        at which each Lender is able to obtain comparable amounts of US$ from
        whatever source it may reasonably select for a period comparable to such
        Interest Period;

        "Loan" means the aggregate of all Advances for the time being
        outstanding;

        "month" means a period starting on one day in a calendar month and
        ending on the corresponding day in the next calendar month or, if that
        is not a Business Day, on the next Business Day unless that falls in
        another calendar month in which case it shall end on the preceding
        Business Day, save that where a period starts on the last Business Day
        in a month or there is no corresponding day in the month in which the
        period ends, that period shall end on the last Business Day in the later
        month;

        "Obligors" means the Borrower, each Guarantor and each party to the
        Security Documents (other than the Lenders);


                                       7
<PAGE>


        "Outstandings" in respect of a Lender at any time means the principal
        amount of the Loan at such time which is repayable to such Lender;

        "person" shall be construed as a reference to any person, firm, company,
        corporation, government, state or agency of a state or any association
        or partnership (whether or not having separate legal personality) of two
        or more of the foregoing;

        "Potential Event of Default" means any event or circumstance of which
        the Borrower is aware which, with the giving of notice, expiry of a
        grace period or the making of any determination under a Finance Document
        or any combination of them, would be an Event of Default;

        "Proportion" means, at any time, for a Lender, the proportion which such
        Lender's Commitment bears to the aggregate of the Lenders' Commitments;

        "Rollover Advance" means one or more Advances:

        (1)     made or to be made on the same day that a maturing Advance is to
                be repaid; and

        (2)     the aggregate amount of which is equal to or less than the
                maturing Advances;

        "Security Documents" means the Share Charges, the Floating Charges and
        any other document which may be provided to the Lenders from time to
        time pursuant to this Agreement to provide a security interest in favour
        of the Lenders over assets or revenues of the Borrower or any third
        party as security for the Borrower's obligations under this Agreement
        and the other Finance Documents;

        "Share Charges" means the share charges in favour of the Lenders granted
        or to be granted by each of Reach Ltd., Reach Global Networks Limited
        and Reach International Holdings Limited; and

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

15.2    References to any person include any successor or permitted assignee or
        transferee of that person.

15.3    Save where the context otherwise requires, any expression in this
        Agreement incorporating the singular shall include the plural and vice
        versa.

15.4    Unless stated otherwise, references to a time of the day are references
        to the time in Hong Kong.

16.     Notices

        Every notice, request or other communication shall:

        (1)     be in writing delivered personally or by prepaid first class
                letter or facsimile transmission;

        (2)     be deemed to have been received, in the case of a letter when
                delivered personally or two Business Days after it has been sent
                by first class post or, in the case of facsimile transmission,
                at the time of transmission with a facsimile transmission report
                or other appropriate evidence (provided that if the date of
                transmission is not a Business Day it shall be deemed to have
                been received at the opening of business on the next Business
                Day); and

        (3)     be sent to the Borrower or, as the case may be, to the Lenders
                at the relevant address stated below or to such other address as
                may be notified in writing by the relevant party to the other
                party.

                (A)     if to the Lenders:

                        PCCW Limited        and      Telstra Corporation Limited


                                    8
<PAGE>


                        39th Floor, PCCW Tower          Level 41
                        TaiKoo Place                    242 Exhibition Street
                        979 King's Road                 Melbourne VIC 3000
                        Quarry Bay                      Australia
                        Hong Kong

                        Fax:     +852 2962 5725         +61 3 9632 3215
                        Tel:     +852 2883 6615         +61 3 9634 6431

                        Attention: Company Secretary    Company Secretary

                (B)     if to the Borrower:

                        Reach Ltd.
                        c/o 18th Floor
                        Telecom House
                        3 Gloucester Road
                        Wanchai
                        Hong Kong

                        Fax:     +852 2519 3373 and +852 2824 0518
                        Tel:     +852 2883 6180

                        Attention:       Finance Director / General Counsel

        All communications by the Borrower shall be effective only on actual
        receipt by the Lenders.

17.     Governing Law and Jurisdiction

17.1    This Agreement shall be governed by and construed in accordance with
        English law.

17.2    The Borrower hereby irrevocably submits, for the exclusive benefit of
        the Lenders, to the jurisdiction of the courts of England (but without
        prejudice to the right of the Lenders to commence proceedings against
        the Borrower in any other jurisdiction) and irrevocably waives any
        objections on the ground of venue or forum non conveniens or any similar
        grounds.

17.3    The Borrower waives generally all immunity it or its assets or revenues
        may otherwise have in any jurisdiction, including immunity in respect of
        the giving of any relief by way of injunction on order for specific
        performance or for the recovery of assets or revenues and the issue of
        any process against its assets or revenues for the enforcement of a
        judgment or, in an action in rem, for the assets, detention or sale of
        any of its assets and revenues.



THIS AGREEMENT was signed on the date first stated on page 1 above.



For and on behalf of
PCCW Limited


For and on behalf of
Telstra Corporation Limited



For and on behalf of
Reach Ltd.


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