EXHIBIT 4 (dd)

                                                                 Conformed Copy




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                         PCCW-HKT Capital No.2 Limited
                                   as Issuer



                           PCCW-HKT Telephone Limited
                                  as Guarantor


                                      and


                                 HSBC Bank USA
                                   as Trustee




                                   Indenture


                           Dated as of July 17, 2003


                                   ---------


                  US$500,000,000 6% Guaranteed Notes Due 2013



            ========================================================


<PAGE>


                                   ARTICLE 1
                                  DEFINITIONS

SECTION 1.01.  Certain Terms Defined..........................................1
SECTION 1.02.  Acts of Holders...............................................12
SECTION 1.03.  New York Time.................................................13

                                   ARTICLE 2
                ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES

SECTION 2.01.  Authentication and Delivery of Notes and Guarantee............13
SECTION 2.02.  Execution of Notes and Guarantee..............................13
SECTION 2.03.  Certificate of Authentication.................................14
SECTION 2.04.  Form, Denomination and Date of Notes; Payments................14
SECTION 2.05.  Registration, Transfer and Exchange...........................18
SECTION 2.06.  Book-entry Provisions for Global Notes........................19
SECTION 2.07.  Special Transfer Provisions...................................21
SECTION 2.08.  Mutilated, Defaced, Destroyed, Stolen and Lost Notes..........25
SECTION 2.09.  Further Issues................................................26
SECTION 2.10.  Cancellation of Notes; Disposition Thereof....................26
SECTION 2.11.  CUSIP Numbers.................................................26

                                   ARTICLE 3
                   COVENANTS OF THE ISSUER AND THE GUARANTOR

SECTION 3.01.  Payment of Principal and Interest.............................27
SECTION 3.02.  Offices for Payments..........................................27
SECTION 3.03.  Appointment to Fill a Vacancy in Office of Trustee............28
SECTION 3.04.  Payments......................................................28
SECTION 3.05.  Noteholders' Lists............................................30
SECTION 3.06.  Statement as to Compliance; Notice of Default; Provision
               of Information................................................30
SECTION 3.07.  Limitation on Liens...........................................31
SECTION 3.08.  Limitation on Issuer's Activities.............................34
SECTION 3.09.  Payment of Additional Amounts.................................34
SECTION 3.10.  Payment of Stamp Duty and Other Taxes.........................36
SECTION 3.11.  Waiver of Certain Covenants...................................36
SECTION 3.12.  Substitution..................................................37


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                                   ARTICLE 4
          REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT

SECTION 4.01.  Event of Default Defined; Acceleration of Maturity;
               Waiver of Default.............................................37
SECTION 4.02.  Acceleration of Maturity; Rescission..........................39
SECTION 4.03.  Collection of Indebtedness by Trustee; Trustee May Prove
               Debt..........................................................40
SECTION 4.04.  Application of Proceeds.......................................41
SECTION 4.05.  Suits for Enforcement.........................................42
SECTION 4.06.  Restoration of Rights on Abandonment of Proceedings...........42
SECTION 4.07.  Limitations on Suits by Noteholders...........................42
SECTION 4.08.  Right of Noteholders to Receive Principal and Interest........43
SECTION 4.09.  Powers and Remedies Cumulative; Delay or Omission Not
               Waiver of Default ............................................43
SECTION 4.10.  Control by Noteholders........................................44
SECTION 4.11.  Waiver of Past Defaults.......................................44
SECTION 4.12.  Payments after a Default......................................44
SECTION 4.13.  Waiver of Stay or Extension Laws..............................45
SECTION 4.14.  Trustee May Filed Proofs of Claim.............................45

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

SECTION 5.01.  Duties and Responsibilities of the Trustee during Default;
               Prior to Default..............................................45
SECTION 5.02.  Certain Rights of the Trustee.................................47
SECTION 5.03.  Trustee Not Responsible for Recitals, Disposition of Notes
               or Application of Proceeds Thereof............................48
SECTION 5.04.  Trustee and Agents May Hold Notes; Collections................49
SECTION 5.05.  Monies Held by Trustee........................................49
SECTION 5.06.  Compensation, Reimbursement and Indemnification of
               Trustee and Its Prior Claim...................................49
SECTION 5.07.  Persons Eligible for Appointment as Trustee...................50
SECTION 5.08.  Resignation and Removal; Appointment of Successor
               Trustee.......................................................51
SECTION 5.09.  Acceptance of Appointment by Successor Trustee................52
SECTION 5.10.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee...........................................53
SECTION 5.11.  Compliance with Back-up Withholding and Information
               Reporting.....................................................53
SECTION 5.12.  Other Capacities..............................................53


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<PAGE>


                                   ARTICLE 6
                           CONCERNING THE NOTEHOLDERS

SECTION 6.01.  Evidence of Action Taken by Noteholder........................54
SECTION 6.02.  Proof of Execution of Instruments and of Holdings of
               Notes.........................................................54
SECTION 6.03.  Registered Owners to Be Treated as Owners.....................54
SECTION 6.04.  Notes Owned by the Issuer or the Guarantor Deemed Not
               Outstanding...................................................55
SECTION 6.05.  Rights of Revocation of Action Taken..........................55

                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

SECTION 7.01.  Supplemental Indentures without Consent of Noteholders........56
SECTION 7.02.  Supplemental Indentures with Consent of Noteholders...........57
SECTION 7.03.  Effect of Supplemental Indenture..............................58
SECTION 7.04.  Documents to Be Given to Trustee..............................59
SECTION 7.05.  Notation on Notes in Respect of Supplemental Indentures.......59

                                   ARTICLE 8
                            DEFEASANCE AND DISCHARGE

SECTION 8.01.  Discharge of Issuer's Obligations.............................59
SECTION 8.02.  Legal Defeasance..............................................60
SECTION 8.03.  Covenant Defeasance...........................................62
SECTION 8.04.  Application of Trust Money....................................63
SECTION 8.05.  Repayment to the Issuer.......................................63
SECTION 8.06.  Reinstatement.................................................63

                                   ARTICLE 9
                                   GUARANTEE

SECTION 9.01.  Guarantee.....................................................63
SECTION 9.02.  Subrogation...................................................65
SECTION 9.03.  Ranking.......................................................65

                                   ARTICLE 10
           CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER; ASSUMPTION

SECTION 10.01.  Issuer or the Guarantor May Consolidate, Etc., Only on
                Certain Terms................................................65
SECTION 10.02.  Successor Corporation Substituted............................66


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                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

SECTION 11.01.  Ranking......................................................66
SECTION 11.02.  Officers and Directors of Issuer, the Guarantor and the
                Trustee Exempt from Individual Liability.....................66
SECTION 11.03.  Provisions of Indenture for the Sole Benefit of Parties
                and Noteholders..............................................67
SECTION 11.04.  Successors and Assigns of Issuer and the Guarantor
                Bound by Indenture...........................................67
SECTION 11.05.  Notices and Demands on Trustees and Noteholders..............67
SECTION 11.06.  Officers' Certificates and Opinions of Counsel;
                Statements to be Contained Therein...........................68
SECTION 11.07.  Payments Due on Non-Business Days............................70
SECTION 11.08.  Governing Law; Consent to Jurisdiction; Waiver of
                Immunities...................................................70
SECTION 11.09.  Separability.................................................71
SECTION 11.10.  Counterparts.................................................71
SECTION 11.11.  Effect of Headings...........................................71
SECTION 11.12.  Indemnification for Judgment Currency Fluctuations...........71

                                   ARTICLE 12
                       REDEMPTION OR REPURCHASE OF NOTES

SECTION 12.01.  Redemption for Taxation Reasons..............................72
SECTION 12.02.  Notice of Tax Redemption.....................................73
SECTION 12.03.  Payment of Notes Called for Redemption.......................73
SECTION 12.04.  Repurchase...................................................74

EXHIBIT A         FORM OF CERTIFICATED NOTE
EXHIBIT B         TRANSFER NOTICE
EXHIBIT C         FORM OF RESTRICTED GLOBAL NOTE
EXHIBIT D         FORM OF REGULATION S GLOBAL NOTE
EXHIBIT E         FORM OF AUTHORIZATION CERTIFICATE
EXHIBIT F         FORM OF TRANSFER
EXHIBIT G         FORM OF PAYING, CONVERSION AND TRANSFER AGENT
                  APPOINTMENT LETTER
EXHIBIT H         TRUSTEE, PAYING AGENTS, CONVERSION AGENTS,
                  TRANSFER AGENTS AND REGISTRAR
EXHIBIT I         FORM OF CERTIFICATE TO BE DELIVERED IN
                  CONNECTION WITH TRANSFERS PURSUANT TO
                  REGULATION S


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<PAGE>


EXHIBIT J         FORM OF CERTIFICATE TO BE DELIVERED IN
                  CONNECTION WITH TRANSFERS PURSUANT TO
                  REGULATION S
EXHIBIT K         FORM OF CERTIFICATE TO BE DELIVERED IN
                  CONNECTION WITH TRANSFER TO QIBS


                                       v
<PAGE>


     THIS INDENTURE, dated as of July 17, 2003 among PCCW-HKT Capital No.2
Limited (the "Issuer"), a company organized under the laws of the British
Virgin Islands, PCCW-HKT Telephone Limited (the "Guarantor"), a limited
liability company organized under the laws of Hong Kong, and HSBC Bank USA, a
New York banking corporation, as Trustee (the "Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the issuance, execution,
authentication, delivery and administration of its 6% Guaranteed Notes Due 2013
(the "Notes");

     WHEREAS, the Guarantor has duly authorized the execution and delivery of
this Indenture to provide for the Guarantee of the Notes;

     WHEREAS, all things necessary to make the Notes, when executed and
delivered by the Issuer and authenticated and delivered as provided in this
Indenture, and the Guarantee when executed and delivered by the Guarantor, the
valid, binding and legal obligations of the Issuer and the Guarantor,
respectively, and to constitute these presents a valid indenture and agreement
of the Issuer and the Guarantor according to its terms, have been done; and

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Notes by the
holders thereof, the Issuer, the Guarantor and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the holders from time to
time of the Notes as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     SECTION 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All accounting
terms used herein and not otherwise defined shall have the meanings given to
them under Hong Kong GAAP. The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular


<PAGE>


Article, Section or other subdivision. The terms defined in this Article
include the plural as well as the singular.

     "Act" has the meaning set forth in Section 1.02.

     "Additional Amounts" has the meaning set forth in Section 3.09.

     "Additional Closing Date" means the date on which the Additional Notes are
issued pursuant to Section 2.09.

     "Additional Notes" has the meaning set forth in Section 2.09.

     "Adjusted Consolidated Net Worth" means the sum of (1) all amounts paid up
(or credited as paid up) on all classes of the Guarantor's issued share
capital, revenue or capital reserves, capital contribution, or any other
accounts that are included as shareholders' funds under Hong Kong GAAP and (2)
the aggregate outstanding principal amount of Subordinated Indebtedness.

     "Affiliate" means, with respect to any Person (the "Specified Person"),

     (1)  any Person other than the Specified Person directly or indirectly
          controlling, controlled by or under direct or indirect common control
          with, the Specified Person; or

     (2)  any Person who is a commissioner, director or executive officer of

          (a)  the Specified Person;

          (b)  any Subsidiary of such Specified Person; or

          (c)  any Person described in clause (1) above.

     For purposes of this definition, the term "control" when used with respect
to any Person means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.

     "Agent Members" has the meaning set forth in Section 2.06.

     "Agreement Currency" has the meaning set forth in Section 11.12.

     "Authorization Certificate" has the meaning set forth in Section 2.02.


                                       2
<PAGE>


     "Authorized Newspaper" means the Luxemburger Wort or any other leading
English language daily newspaper having general circulation in Luxembourg.

     "Authorized Officer" means, with respect to the Issuer or the Guarantor,
any one Director who, in each case, is authorized to represent the Issuer or
the Guarantor, as the case may be.

     "Board of Directors" means, with respect to the Issuer or the Guarantor,
the board of directors elected or appointed by the shareholders of such Person
to manage the business of such Person or any committee of such board duly
authorized to take the action purported to be taken by such committee.

     "Board Resolution" means, with respect to the Issuer or the Guarantor, a
copy of a resolution certified by a Director of the Issuer or by a Director or
the Secretary of the Guarantor, as the case may be, to have been duly adopted
by the applicable Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

     "Business Day" means a day in The City of New York and Hong Kong other
than a Saturday, Sunday or a day on which banking institutions in The City of
New York or Hong Kong are authorized or obligated by law or executive order to
remain closed.

     "Capital Stock" means any and all shares, interests (including joint
venture interests), participations or other equivalents (however designated) of
capital stock of a corporation or any and all equivalent ownership interests in
a Person (other than a corporation).

     "Certificated Notes" means the Notes (with the Guarantee endorsed
thereon), in certificated, registered form, executed and delivered by the
Issuer (and the Guarantor) and authenticated by the Trustee in exchange for the
Global Notes, (i) in the event that the Depositary is at any time unwilling or
unable to act as depository for the Global Notes and a successor depository is
not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such ineligibility or (ii) an Event of Default has
occurred and is continuing with respect to the Notes.

     "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

     "Closing Date" means July 17, 2003.


                                       3
<PAGE>


     "Commission" means the United States Securities and Exchange Commission
and any successor government agency.

     "Consolidated Total Assets" means the consolidated total assets of the
Guarantor and its Subsidiaries as shown on the most recent audited consolidated
balance sheet of the Guarantor.

     "Corporate Trust Office" means the office in New York City at which the
Trustee principally administers its corporate trust business initially located
at 452 Fifth Avenue, New York, New York 10018, Attention: Issuer Services.

     "Custodian" means HSBC Bank USA, as custodian of the Global Notes for the
Depositary under a custody agreement or any similar successor agreement.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Depositary" means, with respect to the Global Notes, DTC, its nominees
and their respective successors.

     "Director" means any member of the Board of Directors of the Issuer or the
Guarantor, as the case may be.

     "Distribution Compliance Period" means (1) the case of the Notes, the
40-day period after the latest to occur of (a) the commencement of the sale of
the Notes and (b) the Closing Date and (2) in the case of the Additional Notes,
the 40-day period after the latest to occur of (a) the commencement of the
sale of the Additional Notes and (b) the Additional Closing Date.

     "Dividend" means with respect to any Person any dividend or other
distribution on any shares of such Person's Capital Stock, other than any
dividend on shares of Capital Stock payable solely in shares of Capital Stock.

     "DTC" means The Depository Trust Company, a New York corporation.

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

     "Event of Default" has the meaning set forth in Section 4.01.

     "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.


                                       4
<PAGE>


     "Fair Market Value" means, with respect to any asset, the price which
could be negotiated in an arm's length free market transaction, for cash,
between a willing buyer and a willing seller, neither of which is under
pressure or compulsion to complete the transaction.

     "Further Issue" has the meaning set forth in Section 2.09.

     "Global Notes" has the meaning set forth in Section 2.04(c).

     "Guarantee" means the Guarantee made by the Guarantor as set forth in
Article 9 hereof and as endorsed on the Notes as provided herein.

     "guarantee" means, with respect to any Person, any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person:

     (1)  to purchase or pay (or advance or supply funds for the purchase or
          payment of) such Indebtedness or other obligation (whether arising by
          virtue of partnership arrangements, by agreement to keep-well, to
          purchase assets, goods, securities or services, to take-or-pay, or to
          maintain financial statement conditions or otherwise); or

     (2)  entered into for the purpose of assuring in any other manner the
          obligee of such Indebtedness or other obligation of the payment
          thereof or to protect such obligee against loss in respect thereof
          (in whole or in part); provided that the term "guarantee" shall not
          include endorsements for collection or deposit in the ordinary course
          of business.

     The term "guarantee" used as a verb has a corresponding meaning.

     "Guarantor" means PCCW-HKT Telephone Limited and any successor
corporation.

     "Holder", "holder" and "Noteholder", in relation to a Note, means the
Person in whose name a Note is registered in the Register.

     "Hong Kong GAAP" means, at the time of any determination required
hereunder, generally accepted accounting principles in the Special
Administrative Region of Hong Kong.


                                       5
<PAGE>


     "Indebtedness" of any Person means any indebtedness for or in respect of
money borrowed 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 purposes
of determining the amount of Indebtedness of the Guarantor outstanding at any
relevant time the amount included as Indebtedness of the Guarantor in respect
of finance leases shall be the net amount from time to time properly
characterized as "obligations under finance leases" in accordance with Hong
Kong GAAP.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented.

     "Intercompany Loan" means the Intercompany Loan provided by the Issuer to
the Guarantor pursuant to an intercompany loan agreement dated July 10, 2003.

     "Interest Payment Date" means, January 15 and July 15 of each year,
commencing on January 15, 2004, and the date of the Stated Maturity or date of
earlier redemption of the Notes.

     "Interest Record Date" has the meaning specified in the form of Note
attached hereto as Exhibit A.

     "Issuer" means PCCW-HKT Capital No.2 Limited and any successor
corporation.

     "Judgment Currency" has the meaning set forth in Section 11.12 hereof.

     "Lien" means any mortgage, charge, pledge, lien, encumbrance,
hypothecation, title retention, security interest or security arrangement of
any kind.

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

     "Majority" means greater than 50%.

     "Merger" has the meaning set forth in Section 10.01.

     "Non-U.S. Persons" has the meaning set forth in Section 2.07(c).


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<PAGE>


     "Note" or "Notes" has the meaning set out in the Recitals of this
Indenture and more particularly means any Notes authenticated and delivered
under this Indenture.

     "Officers' Certificate" means, as the context requires, a written
certificate executed and delivered on behalf of the Issuer or the Guarantor, as
the case may be, to the Trustee by any two Authorized Officers of the Issuer or
the Guarantor, as the case may be. One of the officers signing an Officer's
Certificate given pursuant to Section 3.06 shall be a principal executive,
financial or accounting officer of the Issuer or the Guarantor.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
of recognized standing who, unless otherwise provided herein, may be an
employee of, or counsel to, the Issuer, the Guarantor or the Trustee, as the
case may be, and who, in the case of counsel to the Issuer or the Guarantor,
shall be reasonably acceptable to the Trustee.

     "Outstanding", when used with reference to the Notes, subject to the
provisions of Section 6.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except

     (1) Notes theretofore canceled by the Trustee or delivered to the Trustee
for cancellation;

     (2) Notes, or portions thereof, for the payment of which monies in the
necessary amount shall have been deposited in trust with the Trustee or with
any Paying and Transfer Agent;

     (3) Notes in substitution for which other Notes shall have been
authenticated and delivered pursuant to the terms of Section 2.05 or Section
2.08, or which shall have been paid (unless proof satisfactory to the Trustee
is presented that any of such Notes is held by a Person in whose hands such
Note is a legal, valid and binding obligation of the Issuer); and

     (4) Notes, the payment obligations of which have been discharged pursuant
to Section 8.01, 8.02 or 8.03 hereunder.

     "Paying and Transfer Agent" means any paying agent and transfer agent with
respect to the Notes appointed pursuant to a Paying and Transfer Agent
Appointment Letter in the form of Exhibit G or in such other form reasonably
acceptable to the Issuer, the Guarantor and the Trustee.

     "Payment Date" has the meaning set forth in Section 3.04(a).


                                       7
<PAGE>


     "PCCW" means PCCW Limited.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

     "Principal Subsidiary" at any time shall mean a Subsidiary of the
Guarantor:

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

          (a) its net profit or (in the case of a Subsidiary of the Guarantor
     which has Subsidiaries) consolidated net profit attributable to the
     Guarantor (in each case before taxation and exceptional items) is at least
     5% of the consolidated net profit of the Guarantor and its Subsidiaries
     (before taxation and exceptional items), but in each case after deducting
     minority interests in Subsidiaries; or

          (b) its net assets or (in the case of a Subsidiary of the Guarantor
     which has Subsidiaries) consolidated net assets attributable to the
     Guarantor (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 Guarantor 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
Guarantor and the then latest audited financial statements of the Guarantor
provided that: (1) in the case of a Subsidiary of the Guarantor 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; (2) if, in the case of a Subsidiary
of the Guarantor 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; (3) if the accounts of a Subsidiary of the Guarantor (not being a
Subsidiary referred to in (1) above) are not consolidated with those of the
Guarantor then the determination of whether or


                                       8
<PAGE>


not the Subsidiary of the Guarantor is a Principal Subsidiary shall, if the
Guarantor requires, be based on a pro forma consolidation of its accounts
(consolidated, if appropriate) with the consolidated accounts of the Guarantor
and its Subsidiaries; or

     (ii) to which is transferred all or substantially all of the assets of a
Subsidiary of the Guarantor 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 (i) above) and the
Subsidiary of the Guarantor to which the assets are so transferred shall become
a Principal Subsidiary.

         A certificate of the auditors of the Guarantor 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.

     "QIB" has the meaning set forth in Section 2.04(c).

     "Redeemable Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder
thereof at any time prior to the Stated Maturity of the Notes or (iii)
convertible into or exchangeable for Capital Stock referred to in clause (i) or
(ii) or Indebtedness having a scheduled maturity prior to the Stated Maturity
of the Notes.

     "Redemption Date" means, with respect to any Note, (i) the date fixed for
redemption of such Note pursuant to a notice of redemption given by the Issuer
or the Guarantor on behalf of the Issuer in accordance with the provisions
hereof or (ii) the Stated Maturity of such Note if such Note has not been
redeemed, repurchased and canceled in accordance with its terms prior to such
Stated Maturity.

     "Register" has the meaning set forth in Section 2.05.

     "Registrar" has the meaning set forth in Section 2.05.

     "Regulation S" means Regulation S under the Securities Act.

     "Regulation S Global Note" has the meaning set forth in Section 2.04(c).

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the corporate trust department (or any successor department) of
the


                                       9
<PAGE>


Trustee, with direct responsibility for the administration of this Indenture,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

     "Restricted Certificated Note" has the meaning set forth in Section
2.04(c).

     "Restricted Global Note" has the meaning set forth in Section 2.04(c).

     "Rule 144A" means Rule 144A under the Securities Act.

     "Securities Act" means the United States Securities Act of 1933, as
amended.

     "Securities Act Legend" has the meaning set forth in Section 2.04(c).

     "Stated Maturity" means, July 15, 2013.

     "Subordinated Indebtedness" means the principal amount of Indebtedness of
the Guarantor (including perpetual debt, which the Guarantor is not required to
repay) which (i) has a final maturity and a weighted average life to maturity
longer than the Stated Maturity of the Notes and (ii) is issued or assumed
pursuant to, or evidenced by, an indenture or other instrument containing
provisions for the subordination of such Indebtedness to the Notes including
(x) a provision that in the event of any bankruptcy, insolvency or other
similar proceeding in respect of the Guarantor, the holders of the Notes shall
be entitled to receive payment in full in cash of all principal, Additional
Amounts and interest on the Notes (including all interest arising after the
commencement of such proceeding whether or not an allowed claim in such
proceeding) before the holder or holders of any such Subordinated Indebtedness
shall be entitled to receive any payment of principal, interest or premium
thereon, (y) a provision that if an Event of Default has occurred and is
continuing hereunder, the holder or holders of any such Subordinated
Indebtedness shall not be entitled to payment of any principal, interest or
premium in respect thereof unless or until such Event of Default shall have
been cured or waived or shall have ceased to exist, and (z) a provision that
the holder or holders of such Subordinated Indebtedness may not accelerate the
maturity thereof as a result of any default relating thereto so long as any
Note is outstanding.

     "Subsidiary" means, as applied to any Person, any corporation or other
entity of which a majority of the outstanding Voting Shares is, at the time,
directly or indirectly, owned by such Person.


                                      10
<PAGE>


     "Successor Additional Amounts" has the meaning set forth in Section 10.01.

     "Successor Jurisdiction" has the meaning set forth in Section 3.09.

     "Taxes" has the meaning set forth in Section 3.09.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and as in force at the date as of which this Indenture was originally executed,
provided however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article V, shall also include any
successor Trustee.

     "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, and shall also include a depositary receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depositary
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depositary receipt.

     "U.S. Person" means a "U.S. person" as defined in Regulation S under the
Securities Act.

     "Voting Shares" means, with respect to any Person, the Capital Stock
having the general voting power under ordinary circumstances to vote on the
election of the members of the board of directors or other governing body of
such Person (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


                                      11
<PAGE>


     SECTION 1.02. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such request, demand, authorization, direction, notice,
consent, waiver or other action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the request,
demand, authorization, direction, notice, consent, waiver or other action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Issuer if made in the manner provided in this Section 1.02.

     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

     (c) The holding of Notes shall be proved by the Register.

     (d) If the Issuer shall solicit from the Holders of Notes any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Issuer shall have no obligation to do so. Any such record date
shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not more than 30 days prior to the first solicitation of
Holders generally in connection therewith and no later than the date such
solicitation is completed.

     If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record of Notes at the close of
business on such record date shall be deemed to be Holders of Notes for the
purposes of determining whether Holders of the requisite proportion of Notes
then outstanding have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
this purpose the Notes then outstanding shall be computed as of such record
date; provided that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become


                                      12
<PAGE>


effective pursuant to the provisions of this Indenture not later than 180 days
after the record date.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holder of any Notes shall bind every future Holder of the
same Notes or the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof, in respect of anything
done, suffered or omitted to be done by the Trustee, any Paying and Transfer
Agent or the Issuer in reliance thereon, whether or not notation of such action
is made upon such Notes.

     SECTION 1.03. New York Time. All times referred to in this Indenture or
the Notes are local time in New York City, New York, United States of America,
except as otherwise specified.

                                   ARTICLE 2
                ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES

     SECTION 2.01. Authentication and Delivery of Notes and Guarantee. Upon the
execution and delivery of this Indenture, or from time to time thereafter,
Notes may be executed and delivered by the Issuer, with the Guarantee endorsed
thereon by the Guarantor, in an aggregate principal amount Outstanding of not
more than US$500,000,000 (other than Notes issued pursuant to Section 2.08 and
Section 2.09) to the Trustee for authentication, accompanied by an Officers'
Certificate of the Issuer directing such authentication and specifying the
amount of Notes (with the Guarantee endorsed thereon) to be authenticated, the
applicable rate at which interest will accrue on such Notes, the date on which
the original issuance of such Notes (with the Guarantee endorsed thereon) is to
be authenticated, the date from which interest will begin to accrue, the date
or dates on which interest on such Notes will be payable and the date on which
the principal of such Notes will be payable and other terms relating to such
Notes and Guarantee. The Trustee shall thereupon authenticate and deliver said
Notes (with the Guarantee endorsed thereon) to or upon the written order of the
Issuer (as set forth in such Officers' Certificate) signed by two Authorized
Officers.

     SECTION 2.02. Execution of Notes and Guarantee. (a) The Notes shall be
executed by or on behalf of the Issuer by the signature of an Authorized
Officer of the Issuer. The Guarantor shall execute the Guarantee by the
signatures of an Authorized Officer of the Guarantor. Such signatures may be
the manual or facsimile signature of the present or any future Authorized
Officers. With the delivery of this Indenture, each of the Issuer and the
Guarantor is furnishing, and


                                      13
<PAGE>


from time to time thereafter may furnish, a certificate substantially in the
form of Exhibit F (an "Authorization Certificate") identifying and certifying
the incumbency and specimen (or facsimile) signatures of the Authorized
Officers. Until the Trustee receives a subsequent Authorization Certificate,
the Trustee shall be entitled to conclusively rely on the last Authorization
Certificate delivered to it for purposes of determining the Authorized
Officers. Typographical and other minor errors or defects in any signature
shall not affect the validity or enforceability of any Note which has been duly
authenticated and delivered by the Trustee.

     (b) In case Authorized Officers who shall have signed any of the Notes or
the Guarantee thereon, as applicable, shall cease to be such Authorized
Officers before the Note (with the Guarantee endorsed thereon) shall be
authenticated and delivered by the Trustee or disposed of by or on behalf of
the Issuer, such Note (with the Guarantee endorsed thereon) nevertheless may be
authenticated and delivered or disposed of as though the Persons who signed
such Note and Guarantee had not ceased to be such Authorized Officers; and any
Note may be signed on behalf of the Issuer and the Guarantee may be signed on
behalf of the Guarantor by such Persons as, at the actual date of the execution
of such Note and Guarantee, shall be Authorized Officers, although at the date
of the execution and delivery of this Indenture any such Persons were not
Authorized Officers.

     SECTION 2.03. Certificate of Authentication. Only such Notes (with the
Guarantee endorsed thereon) as shall bear thereon a certification of
authentication substantially as set forth in the forms of the Notes and
Guarantee in Exhibits A, C and D hereto, executed by the Trustee by manual
signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certification by the Trustee upon any Note executed by or on behalf of the
Issuer and any Guarantee executed by or on behalf of the Guarantor shall be
conclusive evidence that the Note (with the Guarantee endorsed thereon) so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.

     SECTION 2.04. Form, Denomination and Date of Notes; Payments. (a) The
Notes, the Guarantee and the Trustee's certificates of authentication shall be
substantially in the form set forth in Exhibits A, C and D hereof. On the
Closing Date, the Notes shall be issued in the form provided in Section
2.04(c). The Notes shall be numbered, lettered, or otherwise distinguished in
such manner or in accordance with such plans as the officers of the Issuer
executing the same may determine with the approval of the Trustee.

     The Notes (with the Guarantee endorsed thereon) may be issued with
appropriate insertions, omissions, substitutions and variations, and may have


                                      14
<PAGE>


imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to
comply with any law or with any rules or regulations pursuant thereto, with the
rules of any securities market in which the Notes are admitted to trading, or
to conform to general usage.

     (b) Each Note (with the Guarantee endorsed thereon) shall be dated the
date of their authentication. Each Note shall bear interest from the date of
issuance thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for and shall be payable on the dates
specified on the face of the form of Note set forth as Exhibit A hereto.
Interest on the Notes shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

     (c) On the Closing Date, an appropriate Authorized Officer will execute
and deliver to the Trustee (i) for Notes sold within the United States to
"qualified institutional buyers" as defined in and pursuant to Rule 144A under
the Securities Act (each, a "QIB"), one or more restricted global Notes (each,
a "Restricted Global Note"), with the Guarantee endorsed thereon, in
definitive, fully registered form without interest coupons, in a denomination
of US$1,000 or any amount in excess thereof which is an integral multiple of
US$1,000, substantially in the form of Exhibit C hereto; and (ii) for Notes
sold outside the United States in offshore transactions in reliance on
Regulation S under the Securities Act, one or more Regulation S global Notes
(each, a "Regulation S Global Note" and, together with the Restricted Global
Note, "Global Notes"), with the Guarantee endorsed thereon, in definitive,
fully registered form without interest coupons, in a denomination of US$1,000
or any amount in excess thereof which is an integral multiple of US$1,000,
substantially in the form of Exhibit D hereto; all such Notes so executed and
delivered to the Trustee pursuant to clauses (i) and (ii) of this subsection
(c) shall be in an aggregate principal amount that shall equal the aggregate
principal amount of the Notes that are to be issued on the Closing Date. The
aggregate principal amount of the Restricted Global Notes and the Regulation S
Global Notes may from time to time be increased or decreased by adjustments
made on the records of the Custodian for the Depositary or its nominee, as
hereinafter provided.

     Each Restricted Global Note, each restricted Certificated Note issued in
exchange for interests in the Restricted Global Note ("Restricted Certificated
Note"), and each Regulation S Global Note (and each Certificated Note issued in
exchange for interests in the Regulation S Global Note during such period)
shall bear the following legend (the "Securities Act Legend"), unless such Note
has been sold pursuant to a registration statement that has been declared
effective under the Securities Act and provided that upon and following the
expiration of


                                      15
<PAGE>


the Distribution Compliance Period, such legend included on the Regulation S
Global Note (and each Certificated Note issued in exchange therefor) shall have
no effect and may be removed by the Trustee upon direction of the Issuer, the
Guarantor or a holder of any interest in the Regulation S Global Note:

          "THIS NOTE AND THE GUARANTEE RELATED TO THIS NOTE HAVE NOT BEEN AND
     WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
     (THE "SECURITIES ACT"), AND, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED OR
     SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING
     SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL
     NOT RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTES EXCEPT (A) IF SUCH
     PURCHASER IS AN INITIAL PURCHASER, (I) TO THE GUARANTOR OR THE ISSUER OR
     ANY SUBSIDIARY THEREOF, (II) TO A QUALIFIED INSTITUTIONAL BUYER IN
     COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) OUTSIDE THE
     UNITED STATES IN A TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
     SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
     BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (B) IF SUCH
     PURCHASER IS A SUBSEQUENT PURCHASER OF AN INTEREST IN THE 144A GLOBAL
     NOTE, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, PURSUANT TO ANY
     AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
     SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF
     TRANSFER OF ANY NOTES OTHERWISE THAN AS DESCRIBED IN (A) ABOVE OR (C)
     BELOW, THE ISSUER, THE GUARANTOR OR THE TRUSTEE MAY, IN CIRCUMSTANCES THAT
     ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE, IN ADDITION TO THAT
     OTHERWISE REQUIRED, AS TO COMPLIANCE WITH ANY SUCH EXEMPTION) OR (C)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.
     THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT IT WILL NOTIFY
     EACH PURCHASER OF THIS NOTE FROM IT


                                      16
<PAGE>


     OF THE ABOVE RESTRICTIONS AND OF THIS LEGEND."

     Each Global Note (i) shall be delivered by the Trustee to DTC acting as
the Depositary or, pursuant to DTC's instructions, shall be delivered by the
Trustee on behalf of DTC to and deposited with the Custodian, and in either
case shall be registered in the name of Cede & Co., or such other name as DTC
shall specify, and (ii) shall also bear a legend substantially to the following
effect:

     "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
     ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
     ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
     OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
     PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
     AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
     THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART
     FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
     PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
     DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE."

     Global Notes may be deposited with such other Depositary that is a
clearing agency registered under the Exchange Act as the Issuer may from time
to time designate in writing to the Trustee, and shall bear such legend as may
be appropriate.


                                      17
<PAGE>


     (d) If at any time the Depositary notifies the Issuer that it is unwilling
or unable to continue as Depositary for such Global Notes or if at any time the
Depositary shall no longer be a clearing agency registered under the Exchange
Act, the Issuer shall appoint a successor Depositary with respect to such
Global Notes. If (i) a successor Depositary for such Global Notes is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such ineligibility, or (ii) an Event of Default has occurred
and is continuing with respect to the Notes, the Issuer will execute, and the
Trustee, upon receipt of an Officers' Certificate of the Issuer directing the
authentication and delivery thereof, will authenticate and deliver,
Certificated Notes in any authorized denominations in an aggregate principal
amount equal to the principal amount of such Global Notes in exchange for such
Global Notes.

     (e) Global Notes shall in all respects be entitled to the same benefits
under this Indenture as Certificated Notes authenticated and delivered
hereunder.

     (f) The Person in whose name any Note is registered at the close of
business on any Interest Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any registration of transfer or exchange of such
Note subsequent to the Interest Record Date and prior to such interest payment
date.

     SECTION 2.05. Registration, Transfer and Exchange. The Notes are issuable
only in registered form. The Issuer will keep at the office or agency to be
maintained for the purpose as provided in Section 3.02 (the "Registrar"), a
register (the "Register") in which, subject to such reasonable regulations as
it may prescribe, it will register, and will register the transfer of, Notes as
in this Article provided. The name and address of the registered holder of each
Note and the amount of each Note will be recorded in the Register. Such
Register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. Such
Register shall be open for inspection by the Trustee at all reasonable times.

     Upon due presentation for registration of transfer of any Note, the Issuer
shall execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Note or Notes in authorized denominations for a
like aggregate principal amount.

     A Holder may register the transfer of a Note only by written application
to the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture. No such registration of transfer
shall be effected until, and such transferee shall succeed to the rights of a
Holder only upon, final acceptance and registration of the transfer by the
Registrar in the Register. Prior


                                      18
<PAGE>


to the registration of any transfer by a Holder as provided herein, the Issuer,
the Trustee and any agent of any of them shall treat the Person in whose name
the Note is registered as the owner thereof for all purposes whether or not the
Note shall be overdue, and neither the Issuer, the Trustee, nor any such agent
shall be affected by notice to the contrary. Furthermore, any Holder of a
Global Note shall, by acceptance of such Global Note, agree that transfers of
beneficial interests in such Global Note may be effected only through a book
entry system maintained by the Holder of such Global Note (or its agent) and
that ownership of a beneficial interest in the Note shall be required to be
reflected in a book entry. At the option of the Holder, Notes may be exchanged
for other Notes of any authorized denomination and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged to the Registrar.
When Notes are presented to the Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer or make the
exchange as requested if the requirements for such transactions set forth
herein are met. To permit registrations of transfers and exchanges, the Issuer
shall execute and the Trustee shall authenticate Notes at the Registrar's
request.

     Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Issuer or the Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer duly executed,
by the Holder thereof or his attorney duly authorized in writing in a form
satisfactory to the Issuer and the Registrar.

     The Issuer or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Notes (other than any such transfer
taxes or other similar governmental charge payable upon exchanges). No service
charge to any Holder shall be made for any such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Notes for a period of 15 days next preceding the first mailing of notice of
redemption of Notes to be redeemed or (b) any Notes called or being called for
redemption.

     All Notes issued upon any registration of transfer or exchange of Notes
shall be valid obligations of the Issuer, evidencing the same debt and entitled
to the same benefits under this Indenture, as the Notes surrendered upon such
transfer or exchange.

     SECTION 2.06. Book-entry Provisions for Global Notes. (a) Each Restricted
Global Note initially shall (i) be registered in the name of a nominee of


                                      19
<PAGE>


the Depositary, (ii) be delivered to the Custodian on behalf of the Depositary
and (iii) bear the Securities Act Legend. Each Regulation S Global Note
initially shall (i) be registered in the name of a nominee for the Depositary,
(ii) be delivered to the Trustee as custodian on behalf of the Depositary and
(iii) bear the Securities Act Legend; provided that upon and following the
expiration of the Distribution Compliance Period, such Securities Act Legend
shall have no effect and may be removed by the Trustee upon the direction of
the Issuer, or of the Guarantor or a holder of any interest in the Regulation S
Global Note with the approval of the Issuer. Until the expiration of the
Distribution Compliance Period, interests in the Regulation S Global Notes may
only be held through Euroclear and Clearstream. Upon and following the
expiration of the Distribution Compliance Period, interests in the Regulation S
Global Notes may be held by any member of, or participants in, the Depositary,
including Euroclear and Clearstream (collectively, the "Agent Members").

     Agent Members shall have no rights under this Indenture with respect to
any Global Note held on their behalf by the Depositary, or the Trustee as its
custodian, or under the Global Notes, and the Depositary may be treated by the
Issuer, the Trustee and any agent of any of them as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of any of them, from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Global Note.

     (b) Except as provided in Section 2.07, transfers of a Global Note shall
be limited to transfers of such Global Note in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Global Note may be transferred, and transfers increasing
or decreasing the aggregate principal amount of Global Notes may be conducted
only in accordance with the rules and procedures of the Depositary and, to the
extent relevant, the provisions of Section 2.07. In addition, Certificated
Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in any Restricted Global Note or Regulation S Global Note,
respectively, under the circumstances set forth in Section 2.04(d).

     (c) Any beneficial interest in one of the Global Notes that is transferred
to a Person who takes delivery in the form of an interest in the other Global
Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in the other Global Note and, accordingly, will thereafter
be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.


                                      20
<PAGE>


     (d) In connection with the transfer of an entire Restricted Global Note or
Regulation S Global Note to beneficial owners pursuant to paragraph (b) of this
Section, the Restricted Global Note or Regulation S Global Note, as the case
may be, shall be deemed to be surrendered to the Trustee for cancellation, and
the Issuer shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Restricted Global Note or Regulation S Global Note,
as the case may be, an equal aggregate principal amount of Certificated Notes
of authorized denominations.

     (e) Any Certificated Note delivered in exchange for an interest in a
Restricted Global Note pursuant to paragraph (b) or (d) of this Section shall,
except as otherwise provided by paragraph (d) of Section 2.07, bear the
Securities Act Legend in accordance with Section 2.07(d).

     (f) The registered holder of a Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

     SECTION 2.07. Special Transfer Provisions. Unless and until the Securities
Act Legend is removed from a Certificated Note or Global Note pursuant to
paragraph (d) below, the following additional provisions shall apply to the
proposed transfer, exchange or replacement of Certificated Notes or, to the
extent relevant to the Trustee, the Registrar or the Depositary, any beneficial
interest in a Global Note:

     (a) Transfers to Qualified Institutional Buyers. The following provisions
shall apply with respect to the registration of any proposed transfer of a Note
(or interest in a Global Note) to a QIB:

          (i) The Registrar shall register the transfer of any Certificated
     Note containing the Securities Act Legend if (x) the requested transfer is
     after the time period referred to in Rule 144(k) under the Securities Act
     as in effect with respect to such transfer or (y) such transfer is being
     made by a proposed transferor who has checked the box provided for on the
     form of Note stating, or has otherwise advised the Issuer and the
     Registrar in writing, that the sale has been made in compliance with the
     provisions of Rule 144A to a transferee who has signed the transfer notice
     provided for on the form of Note in substantially the form of Exhibit B.


                                      21
<PAGE>


          (ii) If the Note to be transferred is a Certificated Note containing
     the Securities Act Legend and the proposed transferee is an Agent Member
     holding such interest on behalf of a QIB, upon receipt by the Registrar of
     (x) the documents referred to in paragraph (i) above (if such transfer is
     pursuant to clause (y) of paragraph (i) above) and (y) instructions given
     in accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date of such transfer
     and an increase in the principal amount of the Restricted Global Note in
     an amount equal to the principal amount of the Certificated Note to be
     transferred and the Trustee shall cancel the Certificated Note so
     transferred.

          (iii) Subject to the DTC Procedures, if the proposed interest to be
     transferred is an interest in the Restricted Global Note, (x) such
     transfer may be effected only through the book entry system maintained by
     the Depositary in compliance with the applicable provisions of the
     Securities Act Legend and (y) the transferee is required to hold such
     interest through an Agent Member.

          (iv) Subject to the DTC Procedures, (x) except as set forth in
     paragraph (v) below, during the Distribution Compliance Period, an
     interest in the Regulation S Global Note proposed to be transferred to a
     QIB transferee shall be required to be held on behalf of such transferee
     through Euroclear or Clearstream and (y) upon and following the expiration
     of the Distribution Compliance Period, transfers of interests in the
     Regulation S Global Note to such transferees shall not be so restricted,
     although interests therein shall be required to be held through Agent
     Members.

          (v) Subject to the DTC Procedures, with respect to transfers of an
     interest in a Regulation S Global Note to a QIB during the Distribution
     Compliance Period, upon receipt by the Registrar of (x) a certificate by
     the transferee or transferor, as the case may be, in substantially the
     form of Exhibit K hereto and (y) instructions given in accordance with the
     Depositary's and Registrar's procedures, the Registrar shall reflect on
     its books and records the date of such transfer and a decrease in the
     principal amount of the Regulation S Global Note in an amount equal to the
     principal amount of the beneficial interest to be transferred, and shall
     increase the principal amount of the Restricted Global Note in a like
     amount.

     (b) Transfers of Interests in a Regulation S Global Note to Other U.S.
Persons. Subject to the DTC Procedures, (x) during the Distribution Compliance


                                      22
<PAGE>


Period, an interest in the Regulation S Global Note proposed to be transferred
to any U.S. Person (as such term is defined in Regulation S, a "U.S. Person")
transferee shall be required to be held on behalf of such other U.S. Person
transferee only through Euroclear or Clearstream and (y) upon and following the
expiration of the Distribution Compliance Period, transfers of interests in the
Regulation S Global Note shall not be so restricted, although interests therein
shall be required to be held through Agent Members.

     (c) Transfers to Non-U.S. Persons. The following provisions shall apply
with respect to registration of transfers of a Note (or interest in a Global
Note) to a person that is not a U.S. Person (a "Non-U.S. Person"):

          (i) The Registrar shall register the transfer of any Certificated
     Note containing the Securities Act Legend to a Non-U.S. Person upon
     receipt by the Registrar from the transferor of a transfer notice provided
     for on the form of Note in substantially the form of Exhibit B.

          (ii) If the proposed transferor is an Agent Member holding a
     beneficial interest in the Restricted Global Note, upon receipt by the
     Registrar of (x) in the case of transfers during the Distribution
     Compliance Period, a certificate by the transferor in substantially the
     form of Exhibit I and in the case of transfers upon and following the
     expiration of the Distribution Compliance Period, a certificate by the
     transferor in substantially the form of Exhibit J and (y) instructions in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date of such transfer
     and a decrease in the principal amount of the Restricted Global Note in an
     amount equal to the principal amount of the beneficial interest in the
     Restricted Global Note to be transferred, and shall increase the
     Regulation S Global Note in a like amount.

          (iii) If the proposed transferor is a holder of a Certificated Note
     and the proposed transferee is an Agent Member, upon receipt by the
     Registrar of the documents required by paragraph (i) above and
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     of such transfer and an increase in the principal amount of the Regulation
     S Global Note, as the case may be, in an amount equal to the principal
     amount of the Certificated Note to be transferred, and the Trustee shall
     cancel the Certificated Note so transferred.

          (iv) Subject to the DTC Procedures, (x) during Distribution
     Compliance Period, an interest in the Regulation S Global Note shall be


                                      23
<PAGE>


     required to be held on behalf of a Non-U.S. Person transferee only through
     Euroclear or Clearstream and (y) upon and following the expiration of the
     Distribution Compliance Period, transfers of interests in the Regulation S
     Global Note shall not be so restricted, although interests therein shall
     be required to be held through Agent Members.

     (d) Securities Act Legend. Upon the registration of transfer, exchange or
replacement of Notes bearing the Securities Act Legend, the Registrar shall
deliver only Notes that bear the Securities Act Legend unless the requested
transfer, exchange or replacement (i) is after the time period referred to in
Rule 144(k) under the Securities Act as in effect with respect to such
transfer, exchange or replacement, (ii) is made upon and following the
expiration of the Distribution Compliance Period or in connection with a
transfer under sub-clause (i) of Section 2.07(c) above occurring after the
expiration of the Distribution Compliance Period or (iii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer to
the effect that neither such legend nor the related restrictions on transfer
are required in order to maintain compliance with the provisions of the
Securities Act. Upon the registration of transfer, exchange or replacement of
Notes not bearing the Securities Act Legend, the Registrar shall deliver Notes
that do not bear the Securities Act Legend.

     (e) General. By its acceptance of any Note bearing the Securities Act
Legend, each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this Indenture and in the Securities Act Legend and
agrees that it will transfer such Note only as provided in this Indenture. The
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or the Issuer such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Issuer with respect to)
the sufficiency of any such certifications, legal opinions or other
information.

     The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.06 or this Section 2.07
in accordance with its customary procedures. The Issuer shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.


                                      24
<PAGE>


     (f) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among Depositary participants
or beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.

     SECTION 2.08. Mutilated, Defaced, Destroyed, Stolen and Lost Notes. (a)
The Issuer shall execute and deliver to the Trustee Certificated Notes in such
amounts and at such times as to enable the Trustee to fulfill its
responsibilities under this Indenture and the Notes.

     (b) In case any Note shall become mutilated, defaced or be apparently
destroyed, lost or stolen, upon the request of the registered holder thereof,
the Issuer in its discretion may execute, and, upon the written request of
Authorized Officers of the Issuer, the Trustee shall authenticate and deliver,
a new Note (with the Guarantee endorsed thereon), bearing a number not
contemporaneously Outstanding, in exchange and substitution for the mutilated
or defaced Note, or in lieu of and substitution for the Note so apparently
destroyed, lost or stolen. In every case the applicant for a substitute Note
shall furnish to the Issuer, the Guarantor and the Trustee and any agent of the
Issuer, the Guarantor or the Trustee such security or indemnity as may be
required by each of them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft evidence to their
satisfaction of the apparent destruction, loss or theft of such Note and of the
ownership thereof. Upon the issuance of any substitute Note, such Noteholder,
if so requested by the Issuer or the Guarantor, will pay a sum sufficient to
cover any stamp duty, tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected with the preparation and issuance of the substitute Note.
The Trustee is hereby authorized, in accordance with and subject to the
foregoing conditions in this clause (b), to authenticate and deliver from time
to time, Notes (with the Guarantee endorsed thereon) in exchange for or in lieu
of Notes (with the Guarantee endorsed thereon), respectively, which become
mutilated, defaced, destroyed, stolen or lost. Each Note delivered in exchange
for or in lieu of any Note shall carry all the rights to interest (including
rights to accrued and unpaid interest and Additional Amounts) which were
carried by such Note.

     (c) All Notes surrendered for payment or exchange shall be delivered to
the Trustee. The Trustee shall cancel and destroy all such Notes surrendered
for


                                      25
<PAGE>


payment or exchange, in accordance with its Note destruction policy, and shall
deliver a certificate of destruction to the Issuer and the Guarantor.

     (d) In the event any such mutilated, defaced, destroyed, lost or stolen
certificate has become or is about to become due and payable, the Issuer in its
discretion may, instead of issuing a new certificate, pay such Notes.

     SECTION 2.09. Further Issues. The Issuer and the Guarantor may, from time
to time, without the consent of the Holders of the Notes, create and issue
further securities ("Additional Notes") having the same terms and conditions as
the Notes in all respects (or in all respects except for issue date, issue
price, and the first payment of interest on them and, to the extent necessary,
certain temporary securities law transfer restrictions) (a "Further Issue").
Additional Notes issued in this manner will be consolidated and form a single
series with the previously outstanding Notes in accordance with the
requirements of the Depositary. In connection with any such issuance of
Additional Notes, the Issuer shall deliver an Officers' Certificate to the
Trustee directing the Trustee to authenticate and deliver Additional Notes on
the Additional Closing Date specified therein in an aggregate principal amount
specified therein and the Trustee, in accordance with such Officers'
Certificate, shall authenticate and deliver such Additional Notes. The
Additional Notes will be (a) represented by an increase in the aggregate
principal amount of the Global Notes or (b) issued in the form of Certificated
Notes if the Notes are no longer represented by Global Notes.

     SECTION 2.10. Cancellation of Notes; Disposition Thereof. All Notes
surrendered for payment, redemption, registration of transfer or exchange, if
surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be
delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be canceled by it; and no Notes shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of canceled Notes held by it in accordance with its customary
procedures, and upon receipt of a written request, deliver a certificate of
disposition to the Issuer. If the Issuer shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are delivered
to the Trustee for cancellation.

     SECTION 2.11. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
for the Notes "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be


                                      26
<PAGE>


affected by any defect in or omission of such numbers. The Issuer will promptly
notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE 3
                   COVENANTS OF THE ISSUER AND THE GUARANTOR

     SECTION 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees that it will duly and punctually pay or cause to be paid the principal
of, and interest on, each of the Notes and any other payments required to be
made by the Issuer under the Notes and this Indenture, at the place or places,
at the respective times and in the manner provided in the Notes and this
Indenture.

     SECTION 3.02. Offices for Payments. So long as any of the Notes remain
Outstanding, the Issuer will maintain in the Borough of Manhattan, The City of
New York and each other place where principal of, and interest on, the Notes is
payable the following:

     (a) an office or agency where the Certificated Notes may be presented and
surrendered for payment of principal,

     (b) an office or agency where the Notes may be presented for exchange,
transfer and registration of transfer as provided in this Indenture; and

     (c) an office or agency where notices and demands to or upon the Issuer in
respect of the Notes or of this Indenture may be served.

     The Issuer hereby initially designates the Corporate Trust Office as the
office or agency for each such purpose and where the Register will be
maintained. In case the Issuer shall fail to maintain any such office or agency
or shall fail to give notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
Corporate Trust Office.

     The Issuer may from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuer of its obligation to maintain an office or agency in each place where
principal of, and interest on, any Notes are payable. The Issuer will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


                                      27
<PAGE>


     So long as the Notes are listed on the Luxembourg Stock Exchange and the
Luxembourg Stock Exchange so requires, there will be a Paying and Transfer
Agent in the Grand Duchy of Luxembourg. The Issuer will give to the Trustee
written notice of the location of any such office or agency and of any change
of location thereof. The Issuer has initially appointed the Paying and Transfer
Agents and Registrar listed in Exhibit H.

     So long as any of the Notes remain Outstanding, the Guarantor will
maintain in New York City and each other place where principal of, and interest
on, any Notes is payable an office or agency where notices and demands to or
upon the Guarantor in respect of the Notes, the Guarantee or this Indenture may
be served. The Guarantor hereby initially designates the Corporate Trust Office
as the office or agency for each such purpose. In case the Guarantor shall fail
to maintain any such office or agency or shall fail to give notice of the
location or of any change in the location thereof, presentations and demands
may be made and notices may be served at the Corporate Trust Office.

     SECTION 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer and the Guarantor, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 5.08, a
Trustee, so that there shall at all times be a Trustee hereunder.

     SECTION 3.04. Payments. (a) In order to provide for the payment of
principal of, and interest on, the Notes as the same shall become due and
payable, or any redemption or purchase price of the Notes, the Issuer hereby
agrees to pay or to cause to be paid to the account of the Trustee at the
Corporate Trust Office, on each Interest Payment Date, the principal payment
date (whether upon maturity, redemption or otherwise) or the Redemption Date
pursuant to Section 12.01 (each a "Payment Date") of the Notes, on the Business
Day prior to Payment Date, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, in immediately available funds, an amount which
(together with any funds then held by the Trustee and available for the
purpose) shall be sufficient to pay the aggregate amount of interest or
principal or both, as the case may be, becoming due in respect of the Notes on
such Payment Date. The Trustee shall apply such amount to the payment due on
such Payment Date, and pending such application, such amounts shall be held in
trust by the Trustee for the benefit of the Persons entitled thereto.

     (b) At least three Business Days prior to the first Payment Date and, if
there has been any change with respect to the matters set forth in the
below-mentioned certificate, at least three Business Days prior to each Payment
Date thereafter, the Issuer shall furnish the Trustee with an Officers'
Certificate


                                      28
<PAGE>


instructing the Trustee as to any circumstances in which payments of principal
of, or interest on, the Notes due on such date shall be subject to deduction or
withholding for, or on account of, any Taxes described in Section 3.09 and the
rate of any such deduction or withholding. If any such deduction or withholding
shall be required and if the Issuer therefore becomes liable to pay Additional
Amounts, if any, pursuant to Section 3.09 then at least three Business Days
prior to each Payment Date, the Issuer will furnish the Trustee with a
certificate which specifies the amount required to be withheld on such payment
to holders of the Notes, and the Additional Amounts, if any, due to holders of
the Notes, and at least one Business Day prior to such Payment Date, will pay
to the Trustee such Additional Amounts, if any, as shall be required to be paid
to such holders.

     (c) Whenever the Issuer shall appoint a Paying and Transfer Agent other
than the Trustee for the purpose of paying amounts due in respect of the Notes,
it will cause such Paying and Transfer Agent to execute and deliver to the
Trustee an instrument substantially in the form of Exhibit G hereto in which
such agent shall agree with the Issuer, among other things, to be bound by and
observe the provisions of this Indenture (including the Notes). The Issuer will
cause each Paying and Transfer Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying and Transfer Agent
shall agree with the Trustee,

          (i) that it will hold all sums received by it as such Paying and
     Transfer Agent for the payment of the principal of, or interest on, the
     Notes (whether such sums have been paid to it by or on behalf of the
     Issuer or by any other obligor on the Notes or the Guarantee) in trust for
     the benefit of the holders of the Notes or of the Trustee;

          (ii) that it will give the Trustee written notice of any failure by
     the Issuer (or by any other obligor on the Notes or the Guarantee) to make
     any payment of the principal, or interest on, the Notes and any other
     payments to be made by or on behalf of the Issuer under this Indenture,
     when the same shall be due and payable; and

          (iii) that it will pay any such sums so held in trust by it to the
     Trustee upon the Trustee's written request at any time during the
     continuance of a failure referred to in clause (ii) above.

     Payment of interest on Notes may, at the option of the Issuer, be made by
check mailed to the address of the Person entitled thereto as it appears in the
Register.


                                      29
<PAGE>


     The Trustee, in its capacity as the principal Paying and Transfer Agent,
shall arrange with all other Paying and Transfer Agents for the payment, solely
from funds furnished by the Issuer to the Trustee or to any Paying and Transfer
Agent pursuant to this Indenture, of the principal of, or interest on, the
Notes.

     Anything in this Section 3.04 to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Issuer or any Paying and Transfer Agent
hereunder, as required by this Section 3.04 and such sums shall be held by the
Trustee upon the trusts herein contained. If the Paying and Transfer shall pay
all sums held in trust to the Trustee as required under this Section, the
Paying Agent shall have no further liability for the money so paid over to the
Trustee.

     Anything in this Section to the contrary notwithstanding, the agreements
to hold sums in trust as provided in this Section are subject to the provisions
of Section 8.05.

     SECTION 3.05. Noteholders' Lists. If and so long as the Trustee shall not
be the Registrar, the Issuer will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the holders of the Notes pursuant to Section 312 of the Trust
Indenture Act at such times as the Trustee may request in writing, within
thirty days after receipt by the Issuer of any such request as of a date not
more than 15 days prior to the time such information is furnished.

     SECTION 3.06. Statement as to Compliance; Notice of Default; Provision of
Information. (a) The Issuer and the Guarantor will deliver to the Trustee,
within 180 days after the end of each fiscal year ending after the date hereof,
an Officers' Certificate of the Issuer or the Guarantor, as the case may be,
stating whether, to such office's knowledge, the Issuer or the Guarantor, as
the case may be, is in compliance with all covenants and conditions to be
complied with by it under this Indenture. For purposes of this Section 3.06,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

     (b) The Issuer and the Guarantor shall notify the Trustee in writing of
the occurrence of any Event of Default or any condition or event which, with
the giving of notice, lapse of time or any other condition or any combination
of the foregoing, would, unless cured or waived, become an Event of Default
within thirty Business Days of its occurrence.


                                      30
<PAGE>


     (c) So long as the Notes and the Guarantee related thereto remain
outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act, the Guarantor will furnish, upon the request
of any Holder or any holder of a beneficial interest in a Note, such
information as is specified in paragraph (d)(4) of Rule 144A, to such Holder or
beneficial owner or to a prospective purchaser of the Note or interest therein
who is a QIB, in order to permit compliance by such Holder or beneficial owner
with Rule 144A in connection with the resale of the Note or beneficial interest
therein in reliance on Rule 144A unless, at the time of such request, the
Guarantor is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, or is included in the list of foreign private issuers that
claim exemption from the registration requirements of Section 12(g) of the
Exchange Act (and therefore is required to furnish the Commission certain
information pursuant to Rule 12g3-2(b) under the Exchange Act).

     (d) For so long as such information is not otherwise publicly available,
the Guarantor will furnish to the Trustee and to each Holder, in English, the
annual audited consolidated financial statements of the Guarantor for its most
recent calendar year (or, at its option, most recent fiscal year), commencing
with the year ended December 31, 2003, not later than four months after the
date upon which the financial period ended, and its interim unaudited
consolidated financial statements for the first six months of such calendar or
fiscal year, commencing with the six-month period ended June 30, 2004, not
later than three months after the end of that six-month period. Such annual
audited consolidated financial statements or interim unaudited consolidated
financial statements, as the case may be, shall include a period-to-period
comparison to the relevant period of the prior year.

     SECTION 3.07. Limitation on Liens. The Guarantor will not, and will not
permit any of its Principal Subsidiaries (other than Listed Principal
Subsidiaries) to create, incur, assume or permit to exist any Lien upon any of
its property or assets, now owned or hereafter acquired, to secure any
Indebtedness of the Guarantor or such Principal Subsidiary (or any guarantee or
indemnity in respect thereof) without, in any such case, making effective
provision whereby the Guarantee will be secured either at least equally and
ratably with such Indebtedness or by such other Lien as shall have been
approved by the Holders of not less than a Majority in aggregate principal
amount of the Notes at the time Outstanding pursuant to the procedures set
forth in Article 7 herein, for so long as such Indebtedness will be so secured,
unless, after giving effect thereto, the aggregate outstanding principal amount
of all such secured Indebtedness (excluding that of Listed Principal
Subsidiaries and their respective Subsidiaries) entered into after the date
hereof would not exceed 50% of the Guarantor's Adjusted Consolidated Net Worth.


                                      31
<PAGE>


     The foregoing restriction will not apply to:

          (i) Liens existing on or prior to the date hereof;

          (ii) Liens for taxes or assessments or other applicable governmental
     charges or levies;

          (iii) Liens 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;

          (iv) Liens incurred or 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 organizations, and similar obligations;

          (v) 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 Guarantor and such Principal Subsidiaries;

          (vi) Liens created on any property or assets acquired, leased or
     developed (including improved, constructed, altered or repaired) after the
     date hereof; provided, however, that (i) any such Lien shall be confined
     to the property or assets acquired, leased or developed (including
     improved, constructed, altered or repaired); (ii) the principal amount of
     the debt encumbered by such Lien 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
     (iii) any such Lien 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;

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


                                      32
<PAGE>


          (viii) Liens 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;

          (ix) Liens 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);

          (x) Liens in favor of the Guarantor or any Principal Subsidiary;

          (xi) leases, subleases, licenses and sublicenses granted to third
     parties in the ordinary course of business;

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

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

          (xiv) any Lien existing on any property or assets prior to the
     acquisition thereof, which Lien was not created in connection with the
     acquisition thereof, except for Liens permitted pursuant to clause (vi)
     above;

          (xv) Liens on any property or assets of the Guarantor or any such
     Principal Subsidiary in favor of any government or any subdivision
     thereof, securing the obligations of the Guarantor or such Principal
     Subsidiary under any contract or payment owed to such governmental entity
     pursuant to applicable laws, rules, regulations or statutes;

          (xvi) Liens created in connection with any sale and leaseback
     transaction;

          (xvii) any renewal or extension of any of the Liens described in the
     foregoing clauses which is limited to the original property or assets
     covered hereby; or


                                      33
<PAGE>


          (xviii) Liens in respect of Indebtedness with respect to which the
     Guarantor or any Principal Subsidiary 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 Guarantor and its 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).

     SECTION 3.08. Limitation on Issuer's Activities. For so long as the Notes
are outstanding, the Issuer will conduct no business or any other activities
other than the offering, sale or issuance of indebtedness and the lending of
the proceeds thereof to the Guarantor and any other activities in connection
therewith; provided that upon any merger of the Issuer into the Guarantor or of
the Guarantor into the Issuer, this Section 3.08 shall no longer apply.

     SECTION 3.09. Payment of Additional Amounts. All payments of principal and
interest made by the Issuer in respect of the Notes and made by the Guarantor
in respect of the Intercompany Loan, and all payments pursuant to the
Guarantee, shall be made free and clear of, and without withholding or
deduction for, any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or within
the British Virgin Islands or Hong Kong or any authority therein or thereof
having power to tax ("Taxes"), unless such withholding or deduction of such
Taxes is required by law or by the interpretation or administration thereof. In
that event, the Issuer or the Guarantor, as applicable, shall pay such
additional amounts ("Additional Amounts") as will result in receipt by the
holders of the Notes or the Issuer in respect of the Intercompany Loan, as the
case may be, of such amounts as would have been payable to such holders or the
Issuer, as the case may be, had no such withholding or deduction of such Taxes
been required, except that no such Additional Amounts shall be payable:

     (a) in respect of any such Taxes that would not have been imposed,
deducted or withheld but for the existence of any connection between the holder
or beneficial owner of a Note or the Guarantee, as the case may be (or a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
power over, a holder or beneficial owner of a Note or the Guarantee, if such
holder or beneficial owner is an estate, nominee, trust, partnership or
corporation) and the British Virgin Islands or Hong Kong or any political
subdivision or any authority thereof or therein or any territory or possession
thereof or area subject to its jurisdiction, as the case may be, otherwise than
merely holding such Note or the Guarantee or receiving principal or interest in
respect thereof;

     (b) in respect of any Note or the Guarantee presented for payment (where
presentation is required) more than 30 days after the relevant date, except


                                      34
<PAGE>


to the extent that the holder thereof would have been entitled to such
Additional Amounts on presenting the same for payment on the last day of such
30-day period. For this purpose, the "relevant date" in relation to any Note or
the Guarantee means (i) the due date for payment thereof and (ii) if the full
amount payable on such due date has not been received in The City of New York
by the Trustee on or prior to such due date, the first date on which such full
amount has been so received and notice to that effect has been given to the
holders of the Notes;

     (c) in respect of any such Taxes withheld or deducted from any payment
under or with respect to any Note or Guarantee: (i) where such withholding or
deduction is imposed on a payment to an individual and is required to be made
pursuant to any European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of November 26- 27,
2000 or any law implementing or complying with, or introduced in order to
conform to, such Directive or (ii) presented for payment by or on behalf of a
holder who would have been able to avoid such withholding or deduction by
presenting the relevant Note to another paying agent in a Member State of the
European Union;

     (d) in respect of any such Taxes payable otherwise than by deduction or
withholding from payments under or with respect to any Note or the Guarantee;

     (e) in respect of any such Taxes that would not have been so imposed,
deducted or withheld if the holder or beneficial owner of a Note or the
Guarantee or the beneficial owner of any payment on such Note or the Guarantee
had (i) made a declaration of non-residence or any other claim or filing for
exemption to which it is entitled or (ii) complied with any certification,
identification, information, documentation or other reporting requirement
concerning the nationality, residence, identity or connection with the British
Virgin Islands or Hong Kong of such holder or beneficial owner of such Note or
the Guarantee or any payment on such Note or the Guarantee (provided that (x)
such declaration of non-residence or other claim or filing for exemption or
such compliance is required by the applicable law of the British Virgin Islands
or Hong Kong as a precondition to exemption from, or reduction in the rate of
the imposition, deduction or withholding of, such Taxes and (y) at least 30
days prior to the first payment date with respect to which such declaration of
non-residence or other claim or filing for exemption or such compliance is
required under the applicable law of the British Virgin Islands or Hong Kong,
the holder of such Note or the Guarantee at that time has been notified by the
Issuer, any Guarantor or any other person through whom payment may be made that
a declaration of non-residence or other claim or filing for exemption or such
compliance is required to be made);


                                      35
<PAGE>


     (f) in respect of any payment under or with respect to a Note or the
Guarantee to any holder that is a fiduciary or partnership or any person other
than the sole beneficial owner of such payment, Note or Guarantee, to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such a partnership or the beneficial owner of such payment, Note or
Guarantee would not have been entitled to such Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the actual holder of such
Note;

     (g) in respect of any estate, inheritance, gift, sales, excise, transfer
or personal property tax or similar tax, assessment or governmental charge; or

     (h) any combination of items (a) through (g) above.

     Whenever there is mentioned, in any context, the payment of principal or
interest in respect of any Note, in respect of the Intercompany Loan or in
respect of the Guarantee, such mention shall be deemed to include the payment
of Additional Amounts provided for herein or in the Intercompany Loan, as the
case may be, to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant hereto or in the Intercompany
Loan, as the case may be.

     The foregoing provisions in this Section 3.09 shall apply in the same
manner with respect to the jurisdiction in which any successor Person to the
Issuer (including any entity substituted in place of the Issuer, or of any
previous substituted company, pursuant to Section 3.11) or the Guarantor is
organized or any authority therein or thereof having the power to tax (a
"Successor Jurisdiction") substituting such Successor Jurisdiction for the
British Virgin Islands or Hong Kong, as the case may be.

     SECTION 3.10. Payment of Stamp Duty and Other Taxes. Except as otherwise
provided by the terms of this Indenture, the Issuer or the Guarantor, as
applicable, will pay any present or future stamp, court or documentary taxes,
or any other excise or property taxes, charges or similar levies which arise in
any jurisdiction from the execution, delivery or registration of the Notes, the
Guarantee or any other document or instrument referred to herein, excluding any
such taxes, charges or similar levies imposed by any jurisdiction outside of
the British Virgin Islands and Hong Kong. However, neither the Issuer, the
Trustee nor the Guarantor will be required to pay those taxes resulting from,
or required to be paid in connection with, the enforcement of the Notes or the
Guarantee or any other such document or instrument following the occurrence of
any Event of Default with respect to the Notes.

     SECTION 3.11. Waiver of Certain Covenants. The Issuer or the Guarantor may
omit in any particular instance to comply with any covenant or condition of


                                      36
<PAGE>


this Indenture with respect to Notes (other than a covenant or condition which
under Article 7 cannot be modified or amended without the consent of the Holder
of each Outstanding Note affected thereby) if, before or after the time for
such compliance, the Holders of not less than a Majority in aggregate principal
amount of the Notes at the time Outstanding shall, by an Act of such Holders,
waive such compliance in such instance with such covenant or condition with
respect to Notes. No such waiver shall extend to or affect such covenant or
condition with respect to Notes except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Issuer and the
Guarantor and the duties of the Trustee in respect of any such covenant or
condition with respect to Notes shall remain in full force and effect.

     Any such waivers will be conclusive and binding on all holders of the
Notes, whether or not they have given consent to such waivers, and on all
future holders of the Notes, whether or not notation of such waivers is made
upon the Notes. Any instrument given by or on behalf of any holder of a Note in
connection with any consent to any such waiver will be irrevocable once given
and will be conclusive and binding on all subsequent holders of such Note.

     SECTION 3.12. Substitution. Subject to the amendment of this Indenture
pursuant to Section 7.01 and such other conditions as the Trustee may require,
the Trustee may agree, but without consent of the Holders of the Notes (if the
Trustee is satisfied that to do so would not be materially prejudicial to the
interests of the holders of the Notes, as evidenced by the delivery of an
Opinion of Counsel to the Trustee to that effect), to the substitution of
certain other subsidiaries of PCCW in place of the Issuer, or of any previous
substituted company, as principal debtor under this Indenture and the Notes,
provided that such substituting entity shall also have delivered to the Trustee
an opinion of U.S. tax counsel of recognized standing to the effect that the
Holders of the Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such substitution and will be subject to
U.S. federal income tax on the same amounts and in the same manner and at the
same times as would be the case as if such substitution had not occurred.

                                   ARTICLE 4
          REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT

     SECTION 4.01. Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "Event of Default" with respect to Notes wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether or not it shall be voluntary or involuntary or be effected
by


                                      37
<PAGE>


operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

          (i) failure to pay principal of any Note within five Business Days
     after the due date for such payment;

          (ii) failure to pay interest on any Note within 30 days after the due
     date for such payment;

          (iii) failure to perform any other covenant or agreement of the
     Guarantor or the Issuer herein, and such failure continues for 60 days
     after there has been given, by registered or certified mail, to the
     Guarantor or the Issuer, as the case may be, by the Trustee or by the
     holders of at least 25% in aggregate principal amount of the Notes then
     outstanding (with a copy to the Trustee) a written notice specifying such
     failure and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder;

          (iv) the Guarantee shall cease to be in full force or effect or the
     Guarantor shall deny or disaffirm its obligations under the Guarantee;

          (v) (a) failure to pay upon final maturity (after giving effect to
     the expiration of any applicable grace period therefor) the principal of
     any Indebtedness of the Issuer, the Guarantor or any Principal Subsidiary,
     (b) acceleration of the maturity of any Indebtedness of the Issuer, the
     Guarantor or any Principal Subsidiary following a default by the Issuer,
     the Guarantor or such Principal Subsidiary, if such Indebtedness is not
     discharged, or such acceleration is not annulled, within 10 days after
     receipt of the written notice as provided herein, or (c) failure to pay
     any amount payable by the Issuer, the Guarantor or any Principal
     Subsidiary under any guarantee or indemnity in respect of any Indebtedness
     of any other Person if such obligation is not discharged or otherwise
     satisfied within 10 days after receipt of written notice as provided
     herein; provided, however, that no such event set forth in clause (a), (b)
     or (c) shall constitute an Event of Default unless the aggregate
     outstanding Indebtedness to which all such events relate exceeds
     US$30,000,000 (or its equivalent in any other currency);

          (vi) a decree or order by a court having jurisdiction shall have been
     entered under any applicable bankruptcy, insolvency, reorganization or
     other similar law: (a) for relief in respect of the Issuer, the Guarantor
     or any Principal Subsidiary of the Issuer or the Guarantor, as the case
     may be, in an involuntary case of winding up or bankruptcy proceeding
     under applicable law or (b) adjudging the Issuer, the Guarantor or any
     such


                                      38
<PAGE>


     Principal Subsidiary of the Issuer or the Guarantor, as the case may be,
     bankrupt or insolvent, or seeking reorganization, winding up, arrangement,
     adjustment or composition of or in respect of the Issuer, the Guarantor or
     any such Principal Subsidiary of the Issuer or the Guarantor, as the case
     may be, under applicable law, or appointing a custodian, receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the Issuer, the Guarantor or any such Principal Subsidiary of the Issuer
     or the Guarantor, as the case may be, or of any substantial part of any of
     their properties, or ordering the winding up or liquidation of any of
     their affairs, and any such decree or order remains unstayed and in effect
     for a period of 60 consecutive days; or

          (vii) the Issuer, the Guarantor or any Principal Subsidiary of the
     Issuer or the Guarantor, as the case may be, institutes a voluntary case
     or proceeding under applicable bankruptcy, insolvency, reorganization or
     similar law, or any other case or proceedings to be adjudicated bankrupt
     or insolvent, or the Issuer, the Guarantor or any Principal Subsidiary of
     the Issuer or the Guarantor, as the case may be, files a petition or
     answer or consent seeking reorganization or relief under applicable
     bankruptcy, insolvency, reorganization or similar law, or consents to the
     filing of any such petition or to the appointment of or taking possession
     by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of any of the Issuer, the Guarantor or any such
     Principal Subsidiary of the Issuer or the Guarantor, as the case may be,
     or of any substantial part of its property, or makes an assignment for the
     benefit of creditors, or admits in writing its inability to pay its debts
     generally as they become due or takes corporate action in furtherance of
     any such action.

     SECTION 4.02. Acceleration of Maturity; Rescission. If an Event of Default
(other than an Event of Default described in clauses (vi) and (vii) of Section
4.01) with respect to the Notes shall occur and be continuing, either the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then Outstanding by written notice to the Issuer and the Guarantor (and
to the Trustee if the notice is given by such Holders) may declare the unpaid
principal amount of the Notes and any accrued and unpaid interest thereon (and
any Additional Amounts payable in respect thereof) to be due and payable
immediately upon receipt of such notice. Notwithstanding the foregoing, in the
event of an Event of Default specified in clauses (vi) and (vii) of Section
4.01, the unpaid principal amount of all the Notes then Outstanding and any
accrued and unpaid interest thereon will automatically, and without any
declaration or other act on the part of the Trustee or any Holder of Notes,
become immediately due and payable. After a declaration of acceleration but
before a judgment or decree for payment of the money due has been obtained by
the Trustee, the Holders of at


                                      39
<PAGE>


least a Majority in aggregate principal amount of the Notes then Outstanding,
by written notice to the Issuer, the Guarantor and the Trustee, may rescind and
annul such declaration of acceleration if (i) the Issuer or the Guarantor has
paid or deposited with the Trustee a sum sufficient to pay (a) all sums paid or
advanced by the Trustee under this Indenture and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 5.06, (b) all overdue interest
on all Notes, (c) the principal of any Notes which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Notes, and (d) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Notes; and (ii) all
Events of Default, other than the non-payment of principal of the Notes which
have become due solely by such declaration of acceleration, have been waived as
provided in Section 4.11 or cured. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

     SECTION 4.03. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer and the Guarantor, jointly and severally, covenant that in
case there shall be a Default (a) in the payment of any interest (including
Additional Amounts) on any Note when such interest shall have become due and
payable, and such Default shall have continued for a period of five Business
Days or (b) in the payment of all or any part of the principal upon the
occurrence and continuance of an Event of Default of any Notes when the same
shall have become due and payable, whether upon maturity or by declaration or
otherwise, then upon demand of the Trustee, the Issuer and/or the Guarantor
will pay to the Trustee for the benefit of the Holders of the Notes the whole
amount that then shall have become due and payable on all such Notes at the
time Outstanding for principal upon the occurrence and continuance of an Event
of Default or interest (including Additional Amounts), as the case may be, plus
interest on overdue principal, overdue interest at the rate per annum which
would otherwise be borne by the Notes at such time (to the extent permitted by
law), and such further amount as is sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee hereunder.

     In case the Issuer and the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer
and the Guarantor upon the Notes and collect in the manner provided by law out
of the property of the Issuer and the Guarantor, wherever situated, the monies
adjudged or decreed to be payable.


                                      40
<PAGE>


     In case of any judicial proceeding with respect to the Issuer or the
Guarantor (or any other obligor upon the Notes), its or their property or its
or their creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions in
order to have claims of the Noteholders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, Trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Noteholder to make such payments to the
Trustee.

     All rights of action and of asserting claims under this Indenture or any
of the Notes may be enforced by the Trustee without the possession of any of
the Notes or the production thereof at any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Noteholders.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture), the Trustee
shall be held to represent all the Noteholders, and it shall not be necessary
to make any Noteholders parties to any such proceedings.

     SECTION 4.04. Application of Proceeds. Any monies collected by the Trustee
with respect to the Notes pursuant to this Article shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal or interest, upon
presentation of the several Notes and stamping (or otherwise noting) thereon
the payment, or issuing Notes in reduced principal amounts in exchange for the
presented Notes if only partially paid, or upon surrender thereof if fully
paid:

          FIRST: To the payment of all amounts due to the Trustee under Section
     5.06 with respect to Notes;

          SECOND: In case the principal of the Notes shall not have become due
     and payable, to the payment of overdue interest (including Additional
     Amounts) in Default, ratably to the Persons entitled thereto;

          THIRD: In case the principal of the Notes shall have become due and
     payable, to the payment of the whole amount then owing and unpaid upon all
     the Notes for principal and interest, with interest upon the overdue
     principal and (to the extent that such interest has been collected by the
     Trustee) upon overdue installments


                                      41
<PAGE>


     of interest at the rate of interest specified in the Notes; and, in case
     such monies shall be insufficient to pay in full the whole amount so due
     and unpaid upon the Notes, then to the payment of such principal and
     interest without preference or priority of principal over interest, or of
     interest over principal or of any instalment of interest over any other
     instalment of interest, or of any Note over any other Note, ratably to the
     aggregate of such principal and accrued and unpaid interest of the Notes;
     and

          FOURTH: To the payment of the remainder, if any, to the Issuer.

     SECTION 4.05. Suits for Enforcement. In case an Event of Default with
respect to Notes has occurred and has not been waived by the holders of Notes
in accordance with this Indenture and is continuing, the Trustee at the
direction of the Noteholders, and upon offer of security or indemnity
reasonably satisfactory to it from such Noteholders in accordance with Section
5.02(e), will proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual based upon an Opinion of Counsel to protect and enforce any of
such rights, either at law or in equity or in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by applicable law.

     SECTION 4.06. Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right of Holders of Notes under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason, then and in every such case the Issuer, the Guarantor and the
Trustee, subject to such determination, shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Issuer, the Guarantor, the Trustee and the holders of Notes shall continue
as though no such proceedings had been taken.

     SECTION 4.07. Limitations on Suits by Noteholders. Except as provided in
Section 4.08, no Holder of any Note shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or a Trustee, or for any other remedy
hereunder or under the Notes, unless (i) such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to Notes; (ii) the Holders of at least 25% in aggregate principal amount of the
Notes at the time Outstanding shall have made a written request to the Trustee
to institute proceedings in respect of such Event of Default in the Trustee's
own name; (iii) such Holder or Holders of Notes shall have offered to the
Trustee security or


                                      42
<PAGE>


indemnity reasonably satisfactory to it against any loss, liability or expense
satisfactory to it; (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such
proceeding; and (v) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
Majority in principal amount of the Outstanding Notes; it being understood and
intended, and being expressly covenanted by every Noteholder with every other
Noteholder and the Trustee, that no one or more Noteholder shall have any right
in any manner whatever by virtue or by availing itself of any provision of this
Indenture or of the Notes to affect, disturb or prejudice the rights of any
other Noteholders or to obtain priority over or preference to any other such
Noteholder, or to enforce any right under this Indenture or under the Notes,
except in the manner herein provided and for the equal, ratable and common
benefit of all Noteholders. For the avoidance of doubt, the limitations set
forth in this Section 4.07 do not apply to a suit instituted by a holder of a
Note for the enforcement of the right to receive payment of the principal of or
interest on such Note on or after the applicable due date specified in such
Note.

     SECTION 4.08. Right of Noteholders to Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, each Noteholder shall
have the right to (i) receive payment of principal of, and interest on, its
Note on the stated maturity or stated maturities expressed in such Note and
(ii) institute suit for the enforcement of any such payment, and such right
shall not be impaired or adversely affected without such Holder's consent.

     SECTION 4.09. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default . Except as otherwise provided herein, no right or remedy herein
conferred upon or reserved to the Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by applicable law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Noteholder to exercise any
right or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.07, every power and remedy given by this Indenture or by law to the
Trustee or to the Noteholders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Noteholders.


                                      43
<PAGE>


     SECTION 4.10. Control by Noteholders. Subject to Section 5.02(e), the
holders of a Majority in aggregate principal amount of the Notes at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee by this Indenture, with
respect to Notes; provided, however, that such direction shall not be otherwise
than in accordance with applicable law and the provisions of this Indenture,
and provided, further, that the Trustee may at its discretion take any action
deemed proper by the Trustee and which is not inconsistent with such direction
by Noteholders.

     SECTION 4.11. Waiver of Past Defaults. Subject to Section 4.02, the
Holders of not less than a Majority in principal amount of Notes at the time
Outstanding, by notice to the Trustee, may, on behalf of all Holders of Notes,
waive any existing or past Default or Event of Default and its consequences
under this Indenture with respect to Notes, except a continuing Default or
Event of Default (i) in the payment of principal of, or interest on (or
Additional Amount payable in respect of), any Note then Outstanding or (ii) in
respect of a covenant or provision hereof which may not be modified or amended
without the consent of the Holder of each Note then Outstanding affected
thereby in accordance with Section 7.02. When a Default or an Event of Default
is waived, it is deemed cured and shall cease to exist and shall be deemed not
to have occurred (for every purpose of this Indenture or otherwise) and the
Issuer, the Guarantor, the Trustee and the Holders of the Notes shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any consequent right thereon.

     Any such waivers will be conclusive and binding on all holders of the
Notes, whether or not they have given consent to such waivers, and on all
future holders of the Notes, whether or not notation of such waivers is made
upon the Notes. Any instrument given by or on behalf of any holder of a Note in
connection with any consent to any such waiver will be irrevocable once given
and will be conclusive and binding on all subsequent holders of such Note.

     SECTION 4.12. Payments after a Default. Upon the occurrence and
continuance of an Event of Default and the subsequent declaration by the
Trustee that the principal of all the Notes is due and payable immediately, the
Trustee may by notice in writing (a) to the Issuer, the Guarantor and any
Paying and Transfer Agent, require each Paying and Transfer Agent to deliver
all Notes and all monies, documents and records held by them with respect to
the Notes to the Trustee or as the Trustee otherwise directs in such notice;
and (b) require any Paying and Transfer Agent to act as agent of the Trustee
under this Indenture and the Notes, and thereafter to hold all Notes and all
monies, documents and records held by it in respect of the Notes to the order
of the Trustee.


                                      44
<PAGE>


     SECTION 4.13. Waiver of Stay or Extension Laws. Each of the Issuer and the
Guarantor covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Issuer and the Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

     SECTION 4.14. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for amounts due
the Trustee under Section 5.06) and the Holders allowed in any judicial
proceeding relative to the Issuer or the Guarantor, its creditors or its
property and shall be entitled and empowered to collect and receive any moneys,
securities or other property payable or deliverable upon conversion or exchange
of Notes or upon any such claims and to distribute the same, and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payment directly to the Holders, to pay to the Trustee
any amount due to it under Section 5.06. Nothing herein contained shall be
deemed to empower the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in such
proceeding.

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

         SECTION 5.01. Duties and Responsibilities of the Trustee during
Default; Prior to Default. The Trustee, except during the continuance of an
Event of Default, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. If Event of Default has occurred and
is continuing, the Trustee shall use the same degree of care and skill in its
exercise of the rights and powers vested in it by this Indenture, as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs.


                                      45
<PAGE>


     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own grossly negligent action, its own grossly negligent
failure to act or its own willful misconduct.

     except that :

     (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all such Events of Default which may have occurred:

          (i) the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture, and the Trustee shall
     not be liable except for the performance of such duties and obligations as
     are specifically set forth in this Indenture, and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture;

     (b) the Trustee shall not be liable for any error of judgement made in
good faith by a responsible officer or responsible officers of the Trustee,
unless it shall be proved that the Trustee was grossly negligent in
ascertaining the pertinent facts; and

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in principal amount of the Notes at the
time Outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.


                                      46
<PAGE>


     SECTION 5.02. Certain Rights of the Trustee. Subject to Section 5.01:

     (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, Officers' Certificate or
any other certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, security or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties; but in the case of any such
statements, certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture;

     (b) before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel. In addition, in determining the
compliance of the Issuer or the Guarantor with the financial covenants set
forth herein, the Trustee may rely on the certificate delivered to the Trustee
pursuant to 3.06(a);

     (c) the Trustee may consult with counsel of its selection and any advice
or Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted to be taken by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;

     (d) any request, direction, order or demand of the Issuer or the Guarantor
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the secretary or an assistant secretary of the
Issuer or the Guarantor, as the case may be;

     (e) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Noteholders pursuant to the provisions of this Indenture, unless
such Noteholders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby;

     (f) the Trustee shall not be liable for any action taken, suffered, or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture;

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, nominees,


                                      47
<PAGE>


custodians (including, without limitation, one or more authenticating agents)
or attorneys not regularly in its employ and the Trustee shall not be
responsible for any negligence or misconduct on the part of any such agent,
nominee, custodian or attorney appointed with due care by it hereunder;

     (h) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper document unless requested in writing so to do by the Holders of not less
than a Majority in aggregate principal amount of the Notes then outstanding;
provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities
as a condition to proceeding; the reasonable expenses of every such examination
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
trustee, shall be repaid by the Issuer upon demand;

     (i) none of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur liability (financial
or otherwise) in the performance of any of its duties or in the exercise of any
of its rights or powers, if it shall have reasonable ground for believing that
the repayment of such funds or adequate indemnity reasonably satisfactory to it
against such liability is not assured to it;

     (j) the permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty, and the Trustee shall not be
answerable for other than its negligence or willful misconduct; and

     (k) the Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities, unless either (i) a
Responsible Officer shall have actual knowledge of such Default or Event of
Default or (ii) written notice of such Default or Event of Default shall have
been given to the Trustee by the Company or by any Holder of the Securities.

     SECTION 5.03. Trustee Not Responsible for Recitals, Disposition of Notes
or Application of Proceeds Thereof. The recitals contained herein and in the
Notes and the Guarantee, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer and the Guarantor, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representation as to the validity or sufficiency of this Indenture or
of the Notes or


                                       48
<PAGE>


the Guarantee. The Trustee shall not be accountable for the use or application
by the Issuer of any of the Notes or of the proceeds thereof.

     SECTION 5.04. Trustee and Agents May Hold Notes; Collections. The Trustee,
Registrar, Paying and Transfer Agent or any other agent of the Issuer, the
Guarantor or the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Notes with the same rights it would have if it were not
the Trustee, Registrar, Paying and Transfer Agent or such other agent and may
otherwise deal with the Issuer or the Guarantor and receive, collect, hold and
retain collections from the Issuer or the Guarantor with the same rights it
would have if it were not the Trustee or such agent.

     SECTION 5.05. Monies Held by Trustee. All monies received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law. The Trustee
shall not be under any liability to any Person for interest on any monies
received by it hereunder except as it may agree in writing with the Issuer and
the Guarantor.

     SECTION 5.06. Compensation, Reimbursement and Indemnification of Trustee
and Its Prior Claim. Each of the Issuer and the Guarantor, jointly and
severally, covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, compensation as agreed among the Issuer, the
Guarantor and the Trustee (which shall not be limited by any provision of law
in regard to the compensation of a Trustee of an express trust) and each of the
Issuer and the Guarantor covenants and agrees to pay or reimburse the Trustee
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by or on behalf of it in connection with the
execution and delivery of this Indenture and in accordance with any of the
provisions of this Indenture or any documents executed by the Trustee in
connection herewith, including the reasonable compensation and expenses of its
counsel and of all agents and other Persons not regularly in its employ except
any such expense, disbursement or advance as may arise from its negligence or
willful misconduct.

     To the extent not already covered by Section 4.03 and the preceding
paragraph, each of the Issuer and the Guarantor, jointly and severally, also
covenants to indemnify the Trustee and its officers, directors, employees,
representatives and agents and each predecessor Trustee for, and to hold it and
its officers, directors, employees, representatives and agents harmless
against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of (i) this Indenture or the trusts hereunder or (ii) its duties
hereunder or thereunder, including the reasonable costs and expenses of
defending itself against or


                                      49
<PAGE>


investigating any claim of liability with respect to the foregoing. The
obligations of the Issuer and the Guarantor under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for reasonable
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim and lien to that of the Notes upon all property and
funds held or collected by the Trustee as such, except funds previously
deposited and held in trust for the benefit of the holders of particular Notes,
and the Notes are hereby subordinated to such senior claim.

     The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a Default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Notes and this Indenture.

     Without limiting the application of any other provision herein relating to
indemnification, reimbursement or exculpation, the Issuer agrees to defend,
indemnify and hold harmless the Trustee against any and all liabilities
(including removal and remedial actions), obligations, losses, damages,
penalties, claims, actions, judgements, suits, costs, expenses and
disbursements (including reasonable attorneys' and consultants' fees and
disbursements) imposed on or asserted against the Trustee directly or
indirectly incurred without negligence or willful misconduct on its part and
based on, or arising or resulting from the exercise of the Trustee's rights,
duties, or powers under any of the provisions of this Indenture regardless of
when any such matters arise. The provisions of this Section 5.06 shall survive
the resignation or removal of the Trustee, the termination of this Indenture or
any termination under any bankruptcy law or similar law.

     If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default, such expenses and the compensation due to the Trustee are
intended to constitute expenses of administration under Chapter 11 of the U.S.
Bankruptcy Code or any applicable law for the relief of debtors.

     To secure each of the Issuer's and Guarantor's payment obligations in this
Section 5.06, the Trustee shall have a lien prior to the Notes on all assets or
money held or collected by the Trustee, in its capacity as Trustee, excepts
assets or moneys held in trust to pay principal of or interest on particular
Notes.

     SECTION 5.07. Persons Eligible for Appointment as Trustee. The Trustee
hereunder shall at all times be a corporation , a bank or trust company
organized and doing business under the laws of the United States, any State
thereof or the


                                      50
<PAGE>


District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least US$50,000,000,
subject to supervision and examination by Federal or State authority and having
an established place of business in the Borough of Manhattan, The City of New
York. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article 5.

     SECTION 5.08. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee may at any time resign by giving not less than 60 days' written
notice of resignation to the Issuer and the Guarantor and by mailing notice
thereof by first-class mail to Noteholders at their last addresses as they
shall appear on the Register, and, as long as the Notes are listed on the
Luxembourg Stock Exchange, by publishing notice thereof at the expense of the
Issuer in an Authorized Newspaper. Upon receiving such notice of resignation,
the Issuer and the Guarantor shall promptly appoint a successor Trustee by
written instrument in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee, or any Noteholder who has been a bona fide holder of a
Note or Notes for at least six months may, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor Trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 5.07 and shall fail to resign after written request
     therefor by or on behalf of the Issuer or by any such Noteholder; or

          (ii) the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or a receiver or liquidator of the
     Trustee or of its property shall be appointed, or any public officer shall
     take charge or control of the Trustee or of its property or affairs for
     the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer or the Guarantor may remove the Trustee and
appoint a successor Trustee by written instrument, in duplicate, executed by
order of the Board of Directors of the Issuer or the Guarantor, as the case may
be, one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor Trustee, or, any Noteholder who has been a bona
fide holder


                                      51
<PAGE>


of a Note or Notes for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.

     (c) The holders of a Majority in aggregate principal amount of the Notes
at the time Outstanding may at any time remove the Trustee and appoint a
successor Trustee by delivering to the Trustee so removed, to the successor
Trustee so appointed and to the Issuer and the Guarantor the evidence provided
for in Section 6.01 of the action in that regard taken by the Noteholders.

     (d) Any resignation or removal of the Trustee and any appointment of a
successor Trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 5.09.

     SECTION 5.09. Acceptance of Appointment by Successor Trustee. Any
successor Trustee appointed as provided in Section 5.08 shall execute and
deliver to the Issuer and the Guarantor and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as Trustee herein. Upon request of any such
successor Trustee, the Issuer and the Guarantor shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming
to such successor Trustee all such rights and powers. Any Trustee ceasing to
act shall, nevertheless, retain a prior claim and Lien upon all property or
funds held or collected by such Trustee to secure any amounts then due it
pursuant to the provisions of Section 5.06.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 5.09, the Issuer shall mail notice thereof by first-class mail to the
Holders of Notes at their last addresses as they shall appear in the Register
and shall, if the Notes shall be listed on the Luxembourg Stock Exchange,
publish, at the Issuer's expense, notice thereof in an Authorized Newspaper. If
the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.08. If the Issuer fails to
mail and publish such notice within 10 days after acceptance of appointment by
the successor Trustee, the successor Trustee shall cause such notice to be
mailed and published at the expense of the Issuer.


                                      52
<PAGE>


     SECTION 5.10. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such corporation
shall be eligible under the provisions of Section 5.07, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. This Section 5.10
shall also apply to any agency appointments under which the Trustee serves
pursuant to the terms of this Indenture.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee and deliver such Notes so
authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificate shall have the full force as
provided in the Notes or in this Indenture as the certificate of the Trustee
shall have; provided that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Notes in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

     SECTION 5.11. Compliance with Back-up Withholding and Information
Reporting. The Trustee shall comply with all U.S. federal back-up withholding
and information reporting requirements applicable to any payment under the
Notes or the Guarantee (including the collection of IRS Form W-8 ECI, IRS Form
W-8 BEN, and IRS Form W-9, as the case may be, and the filing of IRS Form 1099
and IRS Form 1096).

     SECTION 5.12. Other Capacities.

     (a) It is understood and agreed by all parties that the Trustee and
Affiliates of the Trustee may from time to time extend commitments to or have
loans or other obligations outstanding to the Issuer or Affiliates of the
Issuer.

     The Trustee shall have no liability merely by virtue of the existence of
any of the relationships described in paragraph (a) of this Section, other than
by reason of its negligence or wilful misconduct.

     (b) Except as otherwise specifically provided herein, (i) all references
in this Indenture to the Trustee shall be deemed to refer to the Trustee in its
capacity


                                      53
<PAGE>


as Trustee and in its capacities as Registrar, Paying Agent and Transfer Agent
and (ii) every provision of this Indenture relating to the conduct or affecting
the liability or offering protection, immunity or indemnity to the Trustee
shall be deemed to apply with the same force and effect to the Trustee acting
in its capacities as Paying Agent, Transfer Agent and Registrar.

                                   ARTICLE 6
                           CONCERNING THE NOTEHOLDERS

     SECTION 6.01. Evidence of Action Taken by Noteholder. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments is or are received by a
Responsible Officer of the Trustee. Proof of execution of any instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor of the
Trustee, the Issuer and the Guarantor, if made in the manner provided in this
Article.

     SECTION 6.02. Proof of Execution of Instruments and of Holdings of Notes.
Subject to Sections 5.01 and 5.02, the execution of any instrument by a
Noteholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Notes for
purposes of this Indenture shall be proved by the Register maintained pursuant
to Section 2.05. The Issuer may set a record date for purposes of determining
the identity of holders of Notes entitled to vote or consent to any action
referred to in Section 6.01, which record date may be set at any time or from
time to time by written notice to the Trustee, for any date or dates (in the
case of any adjournment or resolicitation) not more than 60 days nor less than
ten days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only holders of Notes of record on
such record date shall be entitled to so vote or give such consent or to
withdraw such vote or consent.

     SECTION 6.03. Registered Owners to Be Treated as Owners. The Issuer, the
Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the
Trustee shall deem and treat any Person in whose name any Note shall be
registered upon the Register as the absolute owner of such Note (whether or not
such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of


                                      54
<PAGE>


the principal of and, subject to the provisions of this Indenture, interest on
such Note and for all other purposes; and none of the Issuer, the Guarantor,
the Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such
Person, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for monies
payable upon any such Note.

     SECTION 6.04. Notes Owned by the Issuer or the Guarantor Deemed Not
Outstanding. A Note does not cease to be Outstanding because the Issuer or the
Guarantor or an Affiliate thereof holds such Note; provided, however, that in
determining whether the Holders of the requisite principal amount of Notes have
given or concurred in any request, demand, authorization, direction, notice,
consent or waiver hereunder, Notes owned by the Issuer or the Guarantor or any
other obligor upon the Notes or any Affiliate of the Issuer or the Guarantor or
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which the Trustee actually knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's rights so to act with respect to such Notes and that the
pledgee is not the Issuer, the Guarantor or any Affiliate thereof. Subject to
the forgoing, only Notes Outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 4 and 7).

     SECTION 6.05. Rights of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.01, of
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Notes or of the percentage of votes cast specified in
this Indenture in connection with such action, any Holder of a Note the serial
number of which is shown by the evidence to be included among the serial
numbers of the Notes the holders of which have consented to such action may, by
filing written notice at the Corporate Trust Office and upon proof of holding
as provided in this Article, or otherwise in accordance with the applicable
rules of the Depositary, revoke such action so far as concerns such Note.
Except as aforesaid any such action taken by the Holder of any Note shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Note and of any Notes issued in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon any
such Note. Except as otherwise set forth herein, any action taken by the
Holders of the percentage in aggregate principal amount of the Notes or of the
percentage of votes cast specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Guarantor, the
Trustee and the Holders of all the Notes.


                                      55
<PAGE>


                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

     SECTION 7.01. Supplemental Indentures without Consent of Noteholders.
Without the consent of the Holders of Notes, the Issuer, the Guarantor and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (i) to cure any ambiguity or to cure, correct or supplement any
     provision contained herein or in the Notes or in any supplemental
     indenture which may be defective or inconsistent with any other provision
     contained herein or in the Notes or in any supplemental indenture, or to
     make such other provisions in regard to matters or questions arising under
     this Indenture, the Notes or under any supplemental indenture in any
     manner necessary or desirable and which shall not materially adversely
     affect the rights of the Noteholders;

          (ii) to evidence the succession of another Person to the Issuer or
     the Guarantor and the assumption by any such successor of the covenants of
     the Issuer or the Guarantor herein and in the Notes;

          (iii) to evidence the Merger of another Person into the Issuer or the
     Guarantor, or the Issuer or the Guarantor into another Person, and to
     provide for the assumption by the surviving Person in a Merger effected in
     accordance with Section 10.01;

          (iv) to evidence and provide the acceptance of the appointment of a
     successor Trustee hereunder;

          (v) to make any change that does not materially adversely affect the
     rights of any Holder of Notes;

          (vi) to convey, transfer, assign, mortgage or pledge to the Trustee
     as security for the Notes any property or assets pursuant to the
     requirements of Sections 3.07 and clause (iii) of 10.01; and

          (vii) to issue Additional Notes under Section 2.09;

          (viii) to add to the covenants of the Issuer or the Guarantor further
     covenants, restrictions, conditions or provisions for the protection of
     the Holders of the Notes, and to make the occurrence, or the occurrence
     and continuance, of a Default in respect of any such additional covenants,
     restrictions, conditions or provisions an Event of Default permitting the


                                      56
<PAGE>


     enforcement of all or any of the several remedies provided in this
     Indenture or in the Notes as herein set forth; provided that, in respect
     of any additional covenant, restriction, condition or provision, such
     supplemental indenture may provide for a particular period of grace after
     Default (which period may be shorter or longer than that allowed in the
     case of other Defaults) or may provide for an immediate enforcement upon
     such an Event of Default or may limit the remedies available to the
     Noteholders upon such an Event of Default or may limit the right of the
     Holders of a Majority in aggregate principal amount of the Notes at the
     time Outstanding to waive such Event of Default.

     The Trustee is hereby authorized to join in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property or assets thereunder
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities
hereunder or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
7.01 may be executed without the consent of the Noteholders at the time
Outstanding, notwithstanding any of the provisions of Section 7.02.

     SECTION 7.02. Supplemental Indentures with Consent of Noteholders. With
the consent (evidenced as provided in Article 6) of the Holders of not less
than a Majority in aggregate principal amount of the Notes at the time Outstand
ing, the Issuer, the Guarantor and the Trustee may, from time to time and at
any time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture with respect to the Notes or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Notes; provided that no such modification or amendment may, without the
consent of the Holder of each Outstanding Note affected thereby,

     (i)    change the Stated Maturity of the Notes;

     (ii)   reduce the principal amount of or payments of interest on any
            Notes;

     (iii)  change any obligation of the Issuer or the Guarantor to pay
            Additional Amounts with respect to Notes;

     (iv)   change the currency or place of payment of the principal of or
            interest on the Notes;


                                      57
<PAGE>


     (v)    impair the right to institute suit for the enforcement of any
            payment due on or with respect to the Notes;

     (vi)   reduce the above stated percentage of outstanding Notes necessary
            to modify or amend this Indenture;

     (vii)  reduce the percentage of the aggregate principal amount of
            outstanding Notes necessary for waiver of compliance with certain
            provisions of this Indenture or for waiver of certain Defaults;

     (viii) change, in any manner adverse to the interest of holders of the
            Notes, the terms and provisions of the Guarantee in respect of the
            due and punctual payment of principal of and interest on the Notes;
            or

     (ix)   modify any of the provisions of this Section 7.02, Section 4.11 or
            Section 3.11, except to increase any such percentage or to provide
            that certain other provisions of this Indenture cannot be modified
            or waived without the consent of the Holder of each Note affected
            thereby.

     It is not necessary for Noteholders to approve the particular form of any
proposed amendment, supplement or waiver, but is sufficient if their consent
approves the substance thereof. Upon the request of the Issuer and the
Guarantor, accompanied by a copy of the supplemental indenture and upon the
filing with the Trustee of evidence of the consent of Noteholders and other
documents, if any, required by Sections 6.01 and 7.04, the Trustee shall join
with the Issuer and the Guarantor in the execution of such supplemental
indenture.

     It shall not be necessary for the consent of the Noteholders under this
Section 7.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Issuer at its expense shall mail a notice thereof by first-class mail to the
Noteholders at their address as they shall appear on the Register, setting
forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     SECTION 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture and
the Notes, as applicable, shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations,


                                      58
<PAGE>


duties and immunities under this Indenture of the Trustee, the Issuer, the
Guarantor and the Holders of Notes shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     SECTION 7.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 5.01 and 5.02, shall be entitled to receive, in
addition to the documents required by Section 11.06, one or more Officers'
Certificate or Certificates and Opinion or Opinions of Counsel as conclusive
evidence that any supplemental indenture is authorized or permitted by this
Indenture in connection with the execution and delivery of such supplemental
indenture by the Issuer and the Guarantor, that all requisite governmental
consents in Hong Kong, the British Virgin Islands and any Successor
Jurisdiction have been obtained or no such consents are required, and stating
that such supplemental indenture constitutes the legal, valid and binding
obligation of the Issuer and Guarantor, enforceable against them in accordance
with its terms except as such enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principle
(regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law).

     SECTION 7.05. Notation on Notes in Respect of Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear a notation in
form and manner approved by the Issuer as to any matter provided for by such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
Notes so modified as to conform, in the opinion of the Trustee, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Issuer at its expense, and, upon written order of the
Issuer, authenticated by the Trustee and delivered in exchange for the Notes at
the time Outstanding.

                                   ARTICLE 8
                            DEFEASANCE AND DISCHARGE

     SECTION 8.01. Discharge of Issuer's Obligations. (a) Subject to paragraph
(b), the Issuer's obligations under the Notes and this Indenture, and the
Guarantor's obligations under the Guarantee and this Indenture, will terminate
if:

          (1) all Notes previously authenticated and delivered (other than (i)
     destroyed, lost or stolen Notes that have been replaced or (ii) Notes that


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     are paid pursuant to Section 3.01 or (iii) Notes for whose payment money
     or U.S. Government Obligations have been held in trust and then repaid to
     the Issuer pursuant to Section 8.05) have been delivered to the Trustee
     for cancellation and the Issuer has paid all sums payable by it hereunder;
     or

          (2) (A) the Notes mature within one year, or all of them are to be
     called for redemption within one year under arrangements reasonably
     satisfactory to the Trustee for giving the notice of redemption,

               (B) the Issuer or the Guarantor irrevocably deposits in trust
          with the Trustee, as trust funds solely for the benefit of the
          Holders, money in U.S. Dollars or U.S. Government Obligations or a
          combination thereof sufficient, in the opinion of an internationally
          recognized firm of independent public accountants expressed in a
          written certificate delivered to the Trustee to pay principal of and
          interest on the Notes to maturity or redemption, as the case may be,
          and to pay all other sums payable by it hereunder,

               (C) no Default with respect to the Notes has occurred and is
          continuing on the date of the deposit,

               (D) the deposit will not result in a breach or violation of, or
          constitute a Default under, this Indenture or any other agreement or
          instrument to which the Issuer is a party or by which it is bound,
          and

               (E) the Issuer delivers to the Trustee an Officers' Certificate
          and an Opinion of Counsel, in each case stating that all conditions
          precedent provided for herein relating to the satisfaction and
          discharge of this Indenture have been complied with.

     (b) After satisfying the conditions in clause (1), only the Issuer's and
the Guarantor's obligations under Section 5.06 will survive. After satisfying
the conditions in clause (2), only the Issuer's and the Guarantor's obligations
in Article 2 and Sections 3.01, 3.02, 5.06, 5.09, 8.05, 8.06 and 11.12 will
survive. In either case, the Trustee upon request will acknowledge in writing
the discharge of the Issuer's and the Guarantor's obligations under the Notes
and this Indenture other than the surviving obligations.

     SECTION 8.02. Legal Defeasance. The Issuer and the Guarantor will be
deemed to have paid and will be discharged from its obligations in respect of
the Notes and this Indenture as it applies to the Notes, other than its
obligations in Article 2 and Sections 3.01, 3.02, 5.06, 5.09, 8.05, 8.06 and
11.12, and the


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<PAGE>


Guarantor's obligations under the Guarantee will terminate, provided that the
following conditions have been satisfied:

          (1) The Issuer and the Guarantor have irrevocably deposited in trust
     with the Trustee, as trust funds solely for the benefit of the Holders,
     money in U.S. Dollars or U.S. Government Obligations or a combination
     thereof sufficient, in the opinion of an internationally recognized firm
     of independent public accountants expressed in a written certificate
     thereof delivered to the Trustee, without consideration of any
     reinvestment, to pay principal of and interest on the Notes (and any
     Additional Amounts in respect thereof) to maturity or redemption, as the
     case may be; provided that any redemption before maturity has been
     irrevocably provided for under arrangements satisfactory to the Trustee.

          (2) No Default with respect to Notes has occurred and is continuing
     on the date of the deposit.

          (3) The deposit will not result in a breach or violation of, or
     constitute a Default under, this Indenture or any other agreement or
     instrument to which the Issuer is a party or by which it is bound.

          (4) The Issuer has delivered to the Trustee (i) either (x) a ruling
     received by the Issuer or the Guarantor, as the case may be, from the
     United States Internal Revenue Service or (y) an opinion in writing signed
     by independent legal counsel of recognized standing licensed to practice
     law in the United States, in each case to the effect that Holders will not
     recognize income, gain or loss for United States federal income tax
     purposes as a result of such deposit the defeasance by the Issuer or the
     Guarantor and will be subject to United States federal income tax on the
     same amount and in the same manner and at the same times as would have
     been the case if such deposit, defeasance and discharge had not occurred
     and, in the case of subclause (y) in this Section 8.02(4), such opinion of
     counsel must be based upon (and accompanied by a copy of) a ruling
     received by the Issuer or Guarantor, as the case may be, from the United
     States Internal Revenue Service or a ruling published by the United States
     Internal Revenue Service to the same effect unless there has been a change
     in applicable federal income tax law after the date hereof such that a
     ruling is no longer required, and (ii) an opinion in writing signed by
     independent legal counsel of recognized standing licensed to practice law
     in the United States to the effect that (x) the creation of the defeasance
     trust does not violate the Investment Company Act of 1940 and (y)
     Noteholders (other than British Virgin Islands persons and Hong Kong
     persons, respectively) will not recognize withholding or deduction of
     Taxes under the laws of the British Virgin Islands or Hong Kong or any
     political subdivision or any


                                       61
<PAGE>


     authority thereof or therein or any territory or possession thereof or
     area subject to its jurisdiction, as the case may be, or any Successor
     Jurisdiction thereto as a result of the defeasance.

          (5) The Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, in each case stating that all conditions
     precedent provided for herein relating to the defeasance have been
     complied with.

     The Trustee upon request will acknowledge in writing the discharge of the
Issuer's and the Guarantor's obligations under the Notes and this Indenture
except for the surviving obligations specified above.

     SECTION 8.03. Covenant Defeasance. The Issuer's and the Guarantor's
obligations set forth in Sections 3.07 through 3.08 inclusive and clause (iii)
of Section 10.01, and the Guarantor's obligations under the Guarantee, will
terminate, and clause (iii), as it applies to the Notes, and (iv) of Section
4.01 will no longer constitute Events of Default, provided the following
conditions have been satisfied:

          (1) The Issuer has complied with clauses (1), (2), (3), (4) (ii) (x)
     and (y) and (5) of Section 8.02; and

          (2) The Issuer has delivered to the Trustee (i) either (x) a ruling
     received by the Issuer or the Guarantor, as the case may be, from the
     United States Internal Revenue Service or (y) an Opinion of Counsel, in
     each case to the effect that Holders will not recognize income, gain or
     loss for United States federal income tax purposes as a result of such
     deposit and covenant defeasance by the Issuer or the Guarantor and will be
     subject to United States federal income tax on the same amount and in the
     same manner and at the same times as would have been the case if such
     deposit, covenant defeasance and discharge had not occurred, and (ii) an
     Opinion of Counsel to the effect that Noteholders (other than British
     Virgin Islands persons and Hong Kong persons, respectively) will not
     recognize withholding or deduction of Taxes under the laws of the British
     Virgin Islands or Hong Kong or any political subdivision or any authority
     thereof or therein or any territory or possession thereof or area subject
     to its jurisdiction, as the case may be, or any Successor Jurisdiction
     thereto as a result of such covenant defeasance.

     Except as specifically stated above, none of the Issuer's and the
Guarantor's obligations under this Indenture will be discharged.


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<PAGE>


     SECTION 8.04. Application of Trust Money. Subject to Section 8.05, the
Trustee will hold in trust the money or U.S. Government Obligations deposited
with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money
and the proceeds from deposited U.S. Government Obligations to the payment of
principal of and interest on the Notes in accordance with the Notes and this
Indenture. Such money and U.S. Government Obligations need not be segregated
from other funds except to the extent required by law.

     SECTION 8.05. Repayment to the Issuer. Subject to Sections 5.06, 8.01,
8.02 and 8.03, the Trustee will promptly pay to the Issuer upon request any
excess money held by the Trustee at any time and thereupon be relieved from all
liability with respect to such money. The Trustee will pay to the Issuer upon
request any money held for payment with respect to the Notes that remains
unclaimed for two years, provided that before making such payment the Trustee
may at the expense of the Issuer publish once in a newspaper of general
circulation in New York City, or send to each Holder entitled to such money,
notice that the money remains unclaimed and that after a date specified in the
notice (at least 30 days after the date of the publication or notice) any
remaining unclaimed balance of money will be repaid to the Issuer. After
payment to the Issuer, Holders entitled to such money must look solely to the
Issuer for payment, unless applicable law designates another Person, and all
liability of the Trustee with respect to such money will cease.

     SECTION 8.06. Reinstatement. If and for so long as the Trustee is unable
to apply any money or U.S. Government Obligations held in trust pursuant to
Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer's obligations
under this Indenture and the Notes will be reinstated as though no such deposit
in trust had been made. If the Issuer makes any payment of principal of or
interest on any Notes because of the reinstatement of its obligations, it will
be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government Obligations held in trust.

                                   ARTICLE 9
                                   GUARANTEE

     SECTION 9.01. Guarantee. (a) The Guarantor hereby irrevocably and
unconditionally guarantees to each Noteholder and to the Trustee on behalf of
each Noteholder the due and punctual payment of the principal of and interest
on, and all other amounts payable under (including any Additional Amounts
payable in respect of), the Notes when and as the same shall become due and
payable,


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<PAGE>


whether on the Stated Maturity, upon acceleration, by call for redemption or
otherwise, in accordance with the terms of such Note and of this Indenture. The
Guarantor hereby waives its right to require the Trustee to pursue or exhaust
its legal or equitable remedies against the Issuer prior to exercising its
rights under the Guarantee. The Guarantee will not be discharged with respect
to any Note except by payment in full of the principal thereof, interest
thereon and all other amounts payable thereunder (including any Additional
Amounts payable in respect thereof), if any, on, the Note guaranteed thereby
and all other amounts payable under this Indenture with respect to such Note.
If at any time any amount paid on a Note is rescinded or must otherwise be
restored, the rights of the Holders of the Notes under the Guarantee will be
reinstated with respect to such payment as though such payment had not been
made. In case of the failure of the Issuer punctually to pay any such principal
or interest the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at the
Stated Maturity, by acceleration, call for redemption or otherwise, and as if
such payment were made by the Issuer.

     (b) The Guarantor hereby agrees that its obligations under the Guarantee
shall be as if it were principal obligor and not merely surety, and shall be
enforceable irrespective of any invalidity, irregularity or unenforceability of
the Note or this Indenture, any failure to enforce the provisions of any Note
or this Indenture, any waiver, modification or indulgence granted to the Issuer
with respect thereto by the Noteholders or the Trustee, or any other
circumstance which may otherwise constitute a legal or equitable discharge of a
surety or guarantor; provided that, notwithstanding the foregoing, no such
waiver, modification, indulgence or circumstance shall without the written
consent of the Guarantor increase the principal amount of a Note or the
interest rate thereon or change the currency of payment with respect to any
Note, or alter the Stated Maturity of any amount thereon or thereof. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer (including, for the
avoidance of doubt, any right which the Guarantor may have to require the
seizure and sale of the assets of the Issuer to satisfy the outstanding
principal of, or interest on, or any other amounts payable under, each Note
prior to recourse against the Guarantor or its assets), protest or notice with
respect to any Note or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that the Guarantee will not be discharged with
respect to any Note except by payment in full of the principal thereof and
interest thereon and all other amounts payable thereunder (including any
Additional Amounts payable in respect thereof). If at any time any amount paid
under such Note is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Issuer, the Guarantor's
obligations hereunder with respect to such payment shall be reinstated as of
the date of such rescission, restoration or


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<PAGE>


return as though such payment had become due but had not been made at such
time.

     SECTION 9.02. Subrogation. The Guarantor shall be subrogated to all rights
of the Noteholder against the Issuer in respect of any amounts paid to such
Noteholder by the Guarantor pursuant to the provisions of the Guarantee.

     SECTION 9.03. Ranking. The Guarantee (i) is a direct, unconditional,
unsubordinated and unsecured obligation of the Guarantor and (ii) ranks at
least pari passu in right of payment with all other unsecured and
unsubordinated obligations of the Guarantor now or hereafter outstanding (other
than obligations preferred by applicable law) and senior in priority of payment
and in all other respects to all other obligations of the Guarantor that are
designated as subordinate or junior in right of payment to the Guarantee.

                                   ARTICLE 10
           CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER; ASSUMPTION

     SECTION 10.01. Issuer or the Guarantor May Consolidate, Etc., Only on
Certain Terms. Neither the Guarantor nor the Issuer may consolidate with or
merge into any other Person in a transaction in which the Guarantor or the
Issuer, as the case may be, is not the surviving entity, or convey, transfer or
lease its properties and assets substantially as an entirety to, any Person
(the consummation of any such event, a "Merger"), unless:

          (i) any Person formed by such consolidation or into which the
     Guarantor or the Issuer, as the case may be, is merged or to whom the
     Guarantor or the Issuer, as the case may be, has conveyed, transferred or
     leased its properties and assets substantially as an entirety is a
     corporation, partnership, trust or other entity validly existing under the
     laws of the jurisdiction of its organization and such Person expressly
     assumes by an indenture supplemental to this Indenture all the obligations
     of the Issuer or the Guarantor under this Indenture, the Notes or the
     Guarantee, as the case may be;

          (ii) immediately after giving effect to the transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have occurred and be continuing;

          (iii) if, as a result of the transaction, property of the Guarantor
     or any of its Subsidiaries would become subject to a Lien that would not
     be permitted under Section 3.07 above, the Guarantor, the Issuer or such


                                      65
<PAGE>


     successor Person takes such steps as shall be necessary to secure the
     Notes and the Guarantee at least equally and ratably with the Indebtedness
     secured by such Lien or by such other Lien as shall have been approved by
     holders of the Notes as provided in Section 7.02.

     In connection with any consolidation, merger, conveyance, transfer or
lease contemplated hereby, the Issuer or the Guarantor, as the case may be,
shall deliver to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, transfer or lease and
the supplemental indenture in respect thereto comply with the provisions
described herein and that all conditions precedent provided for in this
Indenture relating to such transaction have been complied with.

     SECTION 10.02. Successor Corporation Substituted. Upon any Merger in
accordance with Section 10.01, the successor corporation formed by such Merger
shall succeed to and be substituted for, and may exercise every right and power
of, the Issuer or the Guarantor, as the case may be, including, but not limited
to Sections 3.09 and 12.01 under this Indenture, with the same effect as if
such successor corporation had been named as the Issuer or the Guarantor, as
the case may be, herein, and thereafter, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture, the Notes and
the Guarantee.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

     SECTION 11.01. Ranking. The Notes (i) are direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and (ii) rank at least
pari passu in right of payment with all other unsecured and unsubordinated
obligations of the Issuer now or hereafter outstanding (other than obligations
preferred by applicable law) and senior in priority of payment and in all other
respects to all other obligations of the Issuer that are designated as
subordinate or junior in right of payment to the Notes.

     SECTION 11.02. Officers and Directors of Issuer, the Guarantor and the
Trustee Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any Note
or the Guarantee, or because of any indebtedness evidenced thereby, shall be
had against any officer, director, shareholder or trustee of the Issuer or the
Guarantor or the Trustee or of any successor, either directly or through the
Issuer or the Guarantor or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by


                                      66
<PAGE>


the acceptance of the Notes by the holders thereof and as part of the
consideration for the issue of the Notes.

     SECTION 11.03. Provisions of Indenture for the Sole Benefit of Parties and
Noteholders. Nothing in this Indenture or in the Notes, expressed or implied,
shall give or be construed to give to any Person other than the parties hereto
and their successors and the holders of the Notes, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the holders of the Notes.

     SECTION 11.04. Successors and Assigns of Issuer and the Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Issuer or the Guarantor shall bind
its successors and assigns, whether so expressed or not.

     SECTION 11.05. Notices and Demands on Trustees and Noteholders. Any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the Holders to or on the Issuer or the
Guarantor may be given or served by facsimile transmission or by recognized
international courier (except as otherwise specifically provided herein)
addressed (until another address is filed by the Issuer or the Guarantor with
the Trustee) to PCCW-HKT Telephone Limited, Attention: Company Secretary;
fax:+852-2926-5725. Any such notice or demand (a) if sent by international
courier as provided above shall be deemed to have been given, made or served 72
hours after such notice or demand is delivered to such courier addressed as
aforesaid or (b) if given by facsimile transmission, when such facsimile is
transmitted to the telephone number specified in this paragraph and telephonic
confirmation of receipt thereof is received. Any notice, direction, request or
demand by or on behalf of the Issuer or any Noteholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, when
received at 452 Fifth Avenue, New York, New York 10018 (fax: (212) 525-1300),
attention: Issuer Services.

     Any documents required to be provided to the Trustee pursuant to Section
3.05 or 3.06 shall be deemed to have been mailed or otherwise forwarded to the
Trustee (a) if sent by international courier to the Corporate Trust Office and
postmarked as of a date no later than the date on which such document is
required to be provided or (b) if given by facsimile transmission in accordance
with the immediately preceding paragraph on such date.

     Where this Indenture provides for notice to Holders, such notice shall be
validly given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid (or, if first class mail is unavailable, by


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airmail), to each Holder entitled thereto, at his last address as it appears in
the Register (or the first named of joint Holders) and will be deemed to have
been given on the fourth Business Day after the date of mailing. In addition,
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules
of such Exchange so require, notices shall be published in English in an
Authorized Newspaper. If publication as aforesaid is not practicable, notice
will be validly given if made in accordance with the rules of the Luxembourg
Stock Exchange. Notices shall be deemed to have been given on the later of (i)
such publication as aforesaid, or, if published on different dates, on the date
of the last such publication and (ii) the third day after the date of such
mailing as aforesaid. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service, the temporary suspension of publication or general circulation of any
newspaper or otherwise, it shall be impossible, or in the opinion of the
Trustee upon prior consultation with the Issuer impracticable, to mail or
publish notice to the Issuer and Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

     SECTION 11.06. Officers' Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by or on behalf of the
Issuer or the Guarantor to the Trustee to take any action under any of the
provisions of this Indenture, the Issuer or the Guarantor, as the case may be,
shall, at the request of the Trustee, furnish to the Trustee an Officers'
Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that each person making
such certificate or opinion has read such covenant or condition, (b) a brief
statement as


                                      68
<PAGE>


to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based, (c)
a statement that, in the opinion of such person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with and (d)
a statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.

     Any certificate, statement or opinion of Authorized Officers of the Issuer
or Authorized Officers of the Guarantor may be based, insofar as it relates to
legal matters, upon a certificate or opinion of or representations by counsel,
unless each such Person knows that the certificate or opinion or
representations with respect to the matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or Opinion of Counsel may be based, insofar as it
relates to factual matters, information with respect to which is in the
possession of the Issuer or the Guarantor, as the case may be, upon the
certificate, statement or opinion of or representations by Authorized Officers
of the Issuer or Authorized Officers of the Guarantor, as the case may be,
unless such counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.

     Any certificate, statement or opinion of Authorized Officers of the Issuer
or Authorized Officers of the Guarantor, as the case may be, or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer or the Guarantor, as the case may be, unless such officer
or counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent or registered firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

     The Trustee shall make available to any Noteholder as soon as practicable
at its Corporate Trust Office or at the office of any Paying and Transfer
Agent, upon request and upon presentation by such Holder of such evidence of
its ownership of its Note or Notes as may be satisfactory to the Trustee,
copies of all certificates delivered to the Trustee by the Issuer and the
Guarantor pursuant to Section 3.06.


                                      69
<PAGE>


     SECTION 11.07. Payments Due on Non-Business Days. In any case in which the
Payment Date shall not be a Business Day, then payment of principal or interest
need not be made on such date but may be made on the next succeeding Business
Day. Any payment made pursuant to this Section 11.07 on such next succeeding
Business Day shall have the same force and effect as if made on the due date,
and no interest shall accrue with respect to such payment for the period from
and after such date that is not a Business Day to the next succeeding Business
Day.

     SECTION 11.08. Governing Law; Consent to Jurisdiction; Waiver of
Immunities. (a) This Indenture and the Notes (and the Guarantee endorsed
thereon) shall be construed in accordance with and governed by the laws of the
State of New York .

     (b) Each of the Issuer and the Guarantor hereby irrevocably and
unconditionally submits to the non-exclusive jurisdiction of any New York State
or United States Federal court sitting in the Borough of Manhattan, New York
City over any suit, action or proceeding arising out of or relating to this
Indenture or any Note or the Guarantee. Each of the Issuer and the Guarantor
irrevocably and unconditionally waives, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in such a court and
any claim that any such suit, action or proceeding brought in such a court has
been brought in an inconvenient forum. To the extent that the Issuer or the
Guarantor, as the case may be, has or hereafter may acquire any sovereign or
other immunity from jurisdiction of any court or from any legal process with
respect to itself or its property, the Issuer or the Guarantor, as the case may
be, irrevocably waives such immunity in respect of its obligations hereunder or
under any Note or the Guarantee, as applicable. Each of the Issuer and the
Guarantor agrees that final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding upon the Issuer or the
Guarantor, as the case may be, and, to the extent permitted by applicable law,
may be enforced in any court to the jurisdiction of which the Issuer or the
Guarantor, as the case may be, is subject by a suit upon such judgment or in
any manner provided by law, provided that service of process is effected upon
the Issuer or the Guarantor, as the case may be, in the manner specified in the
following subsection or as otherwise permitted by applicable law.

     (c) As long as any of the Notes remain Outstanding, each of the Issuer and
the Guarantor will at all times have an authorized agent in New York City, upon
whom process may be served in any legal action or proceeding arising out of or
relating to this Indenture, any Note or the Guarantee. Service of process upon
such agent and written notice of such service mailed or delivered to the Issuer
or the Guarantor, as the case may be, shall to the fullest extent permitted by


                                      70
<PAGE>


applicable law be deemed in every respect effective service of process upon the
Issuer or the Guarantor, as the case may be, in any such legal action or
proceeding. Each of the Issuer and the Guarantor hereby appoints CT Corporation
System as its agent for such purpose, and covenants and agrees that service of
process in any suit, action or proceeding may be made upon it at the office of
such agent at 111 Eighth Avenue, New York, New York 10011. Notwithstanding the
foregoing, the Issuer or the Guarantor may, with prior written notice to the
Trustee, terminate the appointment of CT Corporation System and appoint another
agent for the above purposes so that the Issuer and the Guarantor shall at all
times have an agent for the above purposes in New York City.

     (d) Each of the Issuer and the Guarantor hereby irrevocably waives, to the
fullest extent permitted by applicable law, any requirement or other provision
of law, rule, regulation or practice which requires or otherwise establishes as
a condition to the institution, prosecution or completion of any suit, action
or proceeding (including appeals) arising out of or relating to this Indenture
or any Note or Guarantee, the posting of any bond or the furnishing, directly
or indirectly, of any other security.

     SECTION 11.09. Separability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 11.10. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.

     SECTION 11.11. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     SECTION 11.12. Indemnification for Judgment Currency Fluctuations. To the
fullest extent permitted by applicable law, the obligations of the Guarantor or
the Issuer to any Holder of Notes hereunder or under the Notes, as the case may
be, shall, notwithstanding any judgment in a currency (the "Judgment Currency")
other than U.S. dollars (the "Agreement Currency"), be discharged only to the
extent that on the Business Day following receipt by such Holder or the
Trustee, as the case may be, of any amount in the Judgment Currency, such
Holder or the Trustee, as the case may be, may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the amount
originally to be paid to such Holder or the Trustee, as the case may be, in the
Agreement Currency, the Guarantor and the Issuer jointly and severally agree,
as a


                                      71
<PAGE>


separate obligation and notwithstanding such judgment, to pay the difference
and if the amount of the Agreement Currency so purchased exceeds the amount
originally to be paid to such Holder or the Trustee, such Holder or the
Trustee, as the case may be, agrees to pay to or for the account of the
Guarantor or the Issuer, as the case may be, such excess, provided that such
Holder shall not have any obligation to pay any such excess as long as a
Default by the Guarantor or the Issuer in its obligations hereunder or under
the Notes has occurred and is continuing, in which case such excess may be
applied by such Holder to such obligations.

                                   ARTICLE 12
                       REDEMPTION OR REPURCHASE OF NOTES

     SECTION 12.01. Redemption for Taxation Reasons. The Notes may be redeemed
at any time, at the option of the Issuer, as a whole but not in part, upon
notice as set forth in Section 12.02, at a redemption price equal to 100% of
the principal amount thereof, together with accrued and unpaid interest to the
date fixed for redemption, if any, if (i) as a result of any change in, or
amendment to, the laws (or any regulations or rulings promulgated thereunder)
of the British Virgin Islands or Hong Kong, as the case may be, (or, in the
case of Additional Amounts payable by a successor Person to the Issuer or the
Guarantor, the applicable Successor Jurisdiction) or any political subdivision
or taxing authority thereof or therein affecting taxation, or any change in or
amendment to, any official position regarding the application or interpretation
of such laws, regulations or rulings (including a holding by a court of
competent jurisdiction), which change, amendment, application or interpretation
becomes effective on or after the date of this Indenture (or, in the case of
Additional Amounts payable by a successor Person to the Issuer or the
Guarantor, the date on which such successor Person to the Issuer or the
Guarantor, as the case may be, became such pursuant to the applicable
provisions of this Indenture), either (x) the Issuer, the Guarantor or any such
successor Person to the Issuer or the Guarantor, as the case may be, is, or
would be, obligated to pay Additional Amounts upon the next payment of
principal or interest in respect of the Notes or (y) the Guarantor or any such
successor Person to the Guarantor is, or would be, obligated to pay Additional
Amounts upon the next payment of principal or interest in respect of the
Intercompany Loan and (ii) such obligation cannot be avoided by the Issuer, the
Guarantor or any such successor Person to the Issuer or the Guarantor, as the
case may be, taking reasonable measures available to it. Prior to the giving of
any notice of redemption of the Notes pursuant to the foregoing, the Issuer or
any such successor Person to the Issuer shall deliver to the Trustee a notice
of such redemption election, an opinion in writing signed by independent legal
counsel of recognized standing to the Issuer, the Guarantor or any such
successor Person to


                                      72
<PAGE>


the Issuer or the Guarantor, as the case may be, to the effect that the Issuer,
the Guarantor or any such successor Person to the Issuer or the Guarantor, as
the case may be, is, or would become, obligated to pay such Additional Amounts
as described in clause (i) as the result of such change or amendment, and an
Officers' Certificate of the Issuer, the Guarantor or any such successor Person
to the Issuer or the Guarantor, as the case may be, stating that such amendment
or change has occurred, describing the facts leading thereto and stating that
such requirement cannot be avoided by the Issuer, the Guarantor or any such
successor Person to the Issuer or the Guarantor, as the case may be, taking
reasonable measures available to it.

     SECTION 12.02. Notice of Tax Redemption. Notice of redemption of the Notes
as provided in Section 12.01 shall be given not less than 30 nor more than 60
days prior to the date fixed for redemption; provided that no such notice of
redemption shall be given earlier than 60 days prior to the earliest date on
which the Issuer, the Guarantor or any such successor Person to the Issuer or
the Guarantor, as the case may be, would be required to pay Additional Amounts
if a payment in respect of the Notes or in respect of the Intercompany Loan, as
the case may be, was then due. Notice having been given, the Notes shall become
due and payable on the date fixed for redemption and will be paid at the
redemption price, together with accrued and unpaid interest to the date fixed
for redemption, at the place or places of payment and in the manner as
described in Section 12.03. From and after the Redemption Date, if moneys for
the redemption of the Notes shall have been made available as provided herein
for redemption on the Redemption Date, the Notes shall cease to bear interest,
and the only right of the holders of the Notes shall be to receive payment of
the redemption price and interest accrued to the date of redemption.

     SECTION 12.03. Payment of Notes Called for Redemption. If notice of
redemption has been given as provided in Section 12.02, Notes shall become due
and payable on the Redemption Date at the applicable redemption price and on
and after said date (unless the Issuer shall Default in the payment of such
Note at the redemption price), interest on the Notes so called for redemption
shall cease to accrue and such Notes shall cease from and after the date fixed
for redemption to be entitled to any benefit or security under this Indenture,
and the holders thereof shall have no right in respect of such Notes except the
right to receive the redemption price thereof. On presentation and surrender of
such Notes at the Corporate Trust Office or the office of any Paying and
Transfer Agent on such date, said Notes shall be paid and redeemed by the
Issuer at the applicable redemption price.

     Notwithstanding any provision to the contrary in this Section 12.03, if
any Note surrendered for redemption shall not be so paid upon surrender, the
principal


                                       73
<PAGE>


shall bear interest from the date fixed for redemption at the rate specified in
such Note until such principal shall have been paid.

     SECTION 12.04. Repurchase. The Issuer, the Guarantor and any of the
Guarantor's Subsidiaries may, in accordance with all applicable laws and
regulations, at any time purchase the Notes in the open market or otherwise at
any price. If purchases are made by tender, such tender must be made available
to all holders of the Notes alike.


                                      73
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of July 17, 2003.

                                    PCCW-HKT CAPITAL NO.2 LIMITED, as Issuer


                                    By: /s/ Wayne Michael Verge
                                       --------------------------------------
                                       Name:  Wayne Michael Verge
                                       Title: Director

                                    PCCW-HKT TELEPHONE LIMITED, as
                                         Guarantor


                                    By: /s/ Alexander Anthony Arena
                                       --------------------------------------
                                       Name:  Alexander Anthony Arena
                                       Title: Director

                                    HSBC BANK USA, as Trustee


                                    By: /s/ Harriet Drandoff
                                       --------------------------------------
                                       Name:  Harriet Drandoff
                                       Title: Vice President


<PAGE>


                                                                      EXHIBIT A

                       FORM OF FACE OF CERTIFICATED NOTE

                         PCCW-HKT CAPITAL NO.2 LIMITED

     THIS NOTE AND THE GUARANTEE RELATED TO THIS NOTE HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT RESELL, PLEDGE OR
OTHERWISE TRANSFER THE NOTES EXCEPT (A) IF SUCH PURCHASER IS AN INITIAL
PURCHASER, (I) TO THE GUARANTOR OR THE ISSUER OR ANY SUBSIDIARY THEREOF, (II)
TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR
(B) IF SUCH PURCHASER IS A SUBSEQUENT PURCHASER OF AN INTEREST IN THE 144A
GLOBAL NOTE, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, PURSUANT TO ANY
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT
(PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY NOTES
OTHERWISE THAN AS DESCRIBED IN (A) ABOVE OR (C) BELOW, THE ISSUER, THE
GUARANTOR OR THE TRUSTEE MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS
APPROPRIATE, REQUIRE EVIDENCE, IN ADDITION TO THAT OTHERWISE REQUIRED, AS TO
COMPLIANCE WITH ANY SUCH EXEMPTION) OR (C) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES THAT IT WILL NOTIFY EACH PURCHASER OF THIS NOTE
FROM IT OF THE ABOVE RESTRICTIONS AND OF THIS LEGEND.


                                      A-1
<PAGE>


         No.                                                     U.S.$


                         PCCW-HKT CAPITAL NO.2 LIMITED

                          6% GUARANTEED NOTES DUE 2013

                               Certificated Note

                         Unconditionally Guaranteed by

                           PCCW-HKT TELEPHONE LIMITED


     PCCW-HKT Capital No.2 Limited, a British Virgin Islands corporation (the
"Issuer"), for value received, hereby promises to pay to___________ or
registered assigns, upon surrender hereof the principal sum of
___________________________ UNITED STATES DOLLARS (U.S. $____________) on July
15, 2013, or on such earlier date as the principal hereof may become due in
accordance with the provisions hereof, and to pay interest in arrears on
January 15 and July 15 of each year (each an "Interest Payment Date"),
commencing January 15, 2004, on said principal sum at the rate of 6% per annum,
subject to adjustment from time to time pursuant to the immediately following
paragraph. Interest shall accrue from and including the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from and including July 17, 2003 until payment of
said principal sum has been made or duly provided for. Such payments shall be
made exclusively in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts.

     Principal of this Note will be payable against surrender of this Note at
the Corporate Trust Office of the Trustee in New York City or, subject to
applicable laws and regulations, at the office outside of the United States of
any Paying and Transfer Agent, by U.S. dollar check drawn on, or by wire
transfer in immediately available funds to a U.S. dollar account maintained by
the registered holder with, a bank in New York City. Payment of interest on
this Note will be made to the person or persons in whose name this Note is
registered at the close of business on the preceding January 1 and July 1,
respectively (the "Interest Record Date"), whether or not such day is a
Business Day, notwithstanding the cancellation of this Note upon any transfer
or exchange hereof subsequent to the Interest Record Date and prior to such
Interest Payment Date. Interest shall be calculated on the basis of a 360-day
year of twelve 30-day months each. Payment of interest on this Note will be
made (i) by U.S. dollar check drawn on a bank in New York City


                                      A-2
<PAGE>


mailed to the address of the Noteholder as such address shall appear in the
Register or (ii) upon application by a Noteholder of at least $1,000,000 in
aggregate principal amount of Notes to the Paying and Transfer Agent not later
than five days prior to the relevant Interest Record Date, by wire transfer in
immediately available funds to a U.S. dollar account maintained by the
Noteholder with a bank in New York City.

     In any case where the payment of principal of or interest on the Notes is
due on a date that is not a Business Day, then payment of principal of or
interest on the Notes shall be made on the next succeeding Business Day and no
interest shall accrue with respect to such payment for the period from and
after such date that is not a Business Day to such next succeeding Business
Day.

     Subject to certain exceptions as set forth in the Indenture, all payments
of principal of, or interest on, this Note shall be made free and clear of, and
without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within the British Virgin Islands or Hong Kong or any authority
therein or thereof having power to tax ("Taxes"), unless such withholding or
deduction of such Taxes is required by law or by the interpretation or
administration thereof. In that event, the Issuer or the Guarantor, as
applicable, shall pay such additional amounts as will result in receipt by the
holders of the Notes of such amounts as would have been payable to them had no
such withholding or deduction of such Taxes been required.

     Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

     This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.


                                      A-3
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated:

                                    PCCW-HKT CAPITAL NO.2 LIMITED


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                      A-4
<PAGE>


                                   Guarantee

     PCCW-HKT Telephone Limited (the "Guarantor") hereby unconditionally
guarantees to the holder of the Note upon which this Guarantee is endorsed and
to the Trustee on behalf of each Noteholder the due and punctual payment of the
principal of, and interest on, and all other amounts payable under, each Note
provided for pursuant to the Indenture and the terms of such Note when and as
the same shall become due and payable, whether at the Stated Maturity, upon
acceleration, by call for redemption or otherwise, in accordance with the terms
of such Note and of the Indenture. The Guarantor hereby expressly waives its
right to require the Trustee to pursue or exhaust its legal or equitable
remedies against the Issuer prior to exercising its rights under the Guarantee.
The Guarantee will not be discharged with respect to any Note except by payment
in full of the principal thereof and interest thereon. In case of the failure
of the Issuer punctually to pay any such principal, or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the stated maturity, by
acceleration, call for redemption or otherwise, and as if such payment were
made by the Issuer.

     Subject to certain exceptions as set forth in the Indenture, the Guarantor
hereby further agrees that all payments under this Guarantee shall be made free
and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the British Virgin Islands or Hong
Kong or any authority therein or thereof having power to tax ("Taxes"), unless
such withholding or deduction of such Taxes is required by law or by the
interpretation or administration thereof. In that event, the Guarantor shall
pay such additional amounts as will result in receipt by the holders of the
Notes of such amounts as would have been payable to them had no such
withholding or deduction of such Taxes been required.

     The obligations of the Guarantor to the holder of this Note and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 9 of the Indenture, and reference is hereby made to such Article and
Indenture for the precise terms of the Guarantee.

     The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is endorsed
shall have been executed by the Trustee under the Indenture by manual signature
of one of its authorized officers.


                                      A-5
<PAGE>


                                          PCCW-HKT TELEPHONE LIMITED


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      A-6
<PAGE>


                         Certificate of Authentication

     This is one of the Certificated Notes and the Guarantee described in the
within-mentioned Indenture.


                                          HSBC BANK USA, as Trustee


                                          By:
                                             -----------------------------------
                                             Authorized Officer


                                      A-7
<PAGE>


                      FORM OF REVERSE OF CERTIFICATED NOTE

     This Note is one of a duly authorized issue of debt securities of PCCW-
HKT Capital No.2 Limited (the "Issuer"), issued under an Indenture (the
"Indenture") dated as of July 17, 2003 among the Issuer, PCCW-HKT Telephone
Limited, as Guarantor (the "Guarantor"), and HSBC Bank USA, as Trustee (the
"Trustee"). The holders of the Notes (the "Noteholders") will be entitled to
the benefits of, be bound by and be deemed to have notice of, all of the
provisions of the Indenture. A copy of the Indenture is on file and may be
inspected at the Corporate Trust Office of the Trustee in New York City and the
offices of the Paying and Transfer Agents listed at the bottom of the Reverse
of this Note. This Note is initially limited in aggregate principal amount upon
Stated Maturity to US$__________. Capitalized terms used herein and in the
Guarantees endorsed hereon but not defined have the meanings ascribed to such
terms in the Indenture.

     The Notes and the Guarantee will (i) be direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and the Guarantor,
respectively, (ii) rank at least pari passu in right of payment with all other
unsecured and unsubordinated obligations of the Issuer and the Guarantor,
respectively, and (iii) be senior in priority of payment and in all other
respects to all other obligations of the Issuer and the Guarantor,
respectively, that are designated as subordinated or junior in right of payment
to the Notes and the Guarantee, as the case may be.

     Each Note will be fully guaranteed by a direct, unconditional and
irrevocable obligation of the Guarantor to pay the principal of, and accrued
and unpaid interest and Additional Amounts, if any, on, the Notes and all other
amounts payable under the Indenture when and as the same shall become due and
payable.

     The Notes will be issued in definitive, fully registered form without
interest coupons in minimum denominations of US$1,000 and integral multiples of
US$1,000 in excess thereof. The Notes will not be issued in bearer form. The
Notes, and transfers thereof and of beneficial interests therein, shall be
registered as provided in the Indenture. Any Person in whose name a Note shall
be registered may (to the fullest extent permitted by applicable law) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Note, regardless of any notice of ownership, theft or loss or of any
writing thereon.


                                      A-8
<PAGE>


     Subject to the terms and conditions as more fully set forth in the
Indenture, the Notes may be redeemed at any time, at the option of the Issuer,
as a whole but not in part, upon notice as set forth in Section 12.02, at a
redemption price equal to 100% of the principal amount thereof, together with
accrued and unpaid interest to the date fixed for redemption, if any, if (i) as
a result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the British Virgin Islands or Hong Kong, as
the case may be, (or, in the case of Additional Amounts payable by a successor
Person to the Issuer or the Guarantor, the applicable Successor Jurisdiction)
or any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in or amendment to, any official position regarding the
application or interpretation of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction), which change, amendment,
application or interpretation becomes effective on or after the date of the
Indenture, (or, in the case of Additional Amounts payable by a successor Person
to the Issuer or the Guarantor, the date on which such successor Person to the
Issuer or the Guarantor, as the case may be, became such pursuant to the
applicable provisions of the Indenture), either (x) the Issuer, the Guarantor
or any such successor Person to the Issuer or Guarantor, as the case may be, is
or would be, obligated to pay Additional Amounts upon the next payment of
principal or interest in respect of the Notes or (y) the Guarantor or any such
successor Person to the Guarantor is, or would be, obligated to pay Additional
Amounts upon the next payment of principal or interest in respect of the
Intercompany Loan and (ii) such obligation cannot be avoided by the Issuer, the
Guarantor or any such successor Person to the Issuer or Guarantor, as the case
may be, taking reasonable measures available to it. Prior to the giving of any
notice of redemption of the Notes pursuant to the foregoing, the Issuer or any
such successor Person to the Issuer shall deliver to the Trustee a notice of
such redemption election, an opinion in writing signed by independent legal
counsel of recognized standing to the Issuer, Guarantor or any such successor
Person to the Issuer or Guarantor, as the case may be, to the effect that the
Issuer, the Guarantor or any such successor Person to the Issuer or Guarantor,
as the case may be, is, or would become, obligated to pay such Additional
Amounts as described in clause (i) as the result of such change or amendment,
and an Officers' Certificate (as defined in the Indenture) of the Issuer,
Guarantor or any such successor Person to the Issuer or Guarantor, as the case
may be, stating that such amendment or change has occurred, describing the
facts leading thereto and stating that such requirement cannot be avoided by
the Issuer, the Guarantor or any such successor Person to the Issuer or
Guarantor, as the case may be, taking reasonable measures available to it.

     Except as otherwise provided in the Indenture, in case an Event of Default
(as defined in the Indenture) with respect to Notes shall have occurred and be
continuing, the principal of all the Notes Outstanding may be declared due and


                                      A-9
<PAGE>


payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a Majority in
aggregate principal amount of the Notes then Outstanding and that, prior to any
such declaration, such Noteholders may waive any past or existing default or
Event of Default under the Indenture and its consequences except (i) a
continuing default in the payment of principal of, or interest on, the Notes
then Outstanding, or (ii) any default or Event of Default with respect to
certain covenants or provisions in the Indenture which may not be modified
without the consent of the Holder of each Note. Any such consent or waiver by
the Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any Note which may be issued in exchange or substitution
hereafter, whether or not any notation thereof is made upon this Note or such
other Notes.

     The Indenture permits the Issuer and the Trustee, with the consent of the
holders of not less than a Majority in aggregate principal amount of the Notes
at the time Outstanding, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Notes;
provided that no such modification or amendment may, without the consent of the
holder of each such Note affected thereby, (i) change the Stated Maturity of
the Notes; (ii) reduce the principal amount of or payments of interest on any
Notes; (iii) change any obligation of the Issuer or the Guarantor to pay
Additional Amounts with respect to Notes; (iv) change the currency or place of
payment of the principal of or interest on the Notes; (v) impair the right to
institute suit for the enforcement of any payment due on or with respect to the
Notes; (vi) reduce the above stated percentage of outstanding Notes necessary
to modify or amend the Indenture; (vii) reduce the percentage of the aggregate
principal amount of outstanding Notes necessary for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults; (viii)
change, in any manner adverse to the interest of holders of the Notes, the
terms and provisions of the Guarantee in respect of the due and punctual
payment of principal of and interest on the Notes; or (ix) modify such
provisions with respect to modification and waiver; provided, that no consent
of any Noteholder is required in connection with the execution of a
supplemental indenture not requiring the consent of the Noteholders pursuant to
Section 7.01 of the Indenture or in connection with a consolidation,
amalgamation, merger, conveyance or transfer under the Indenture.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute


                                      A-10
<PAGE>


and unconditional, to pay the principal of and interest on this Note at the
place, times, and rate, and in the currency, herein prescribed.

     At the office or agency of the Issuer referred to on the face hereof and
in the manner and subject to the limitations provided in the Indenture, Notes
may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations.

     Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be issued
to the transferee as provided in the Indenture. No service charge shall be made
for any such transfer, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

     The Issuer, the Trustee, and any authorized agent of the Issuer or the
Trustee, may (to the fullest extent permitted by applicable law) deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Issuer or the Trustee or any
authorized agent of the Issuer or the Trustee), for the purpose of receiving
payment of, or on account of, the principal hereof and, subject to the
provisions on the face hereof, interest hereon and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.


                                      A-11
<PAGE>


             TRUSTEE, PAYING AGENTS, TRANSFER AGENTS AND REGISTRAR


                                    Trustee
                                    -------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                      Principal Paying Agent and Registrar
                      ------------------------------------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                  Paying and Transfer Agent and Listing Agent
                  -------------------------------------------

                        Kredietbank S.A. Luxembourgeoise
                               43 Boulevard Royal
                               L-2955 Luxembourg




                                      A-12
<PAGE>


                                                                      EXHIBIT B

                               [TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
----------------------------------

_______________________________________________________________________________
Please print or typewrite name and address including zip code of assignee

_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________ attorney to
transfer said Note on the books of the Issuer with full power of substitution
in the premises.

     In connection with any transfer of this Note:

                                  [Check One]
                                   ---------

[ ]  (a)   this Note is being transferred to the Issuer; or

[ ]  (b)   this Note is being transferred pursuant to and in accordance with
           Rule 144A under the U.S. Securities Act of 1933 (the "Securities
           Act") and, accordingly, the undersigned does hereby further certify
           that this Note is being transferred to a Person that the undersigned
           reasonably believes is purchasing this Note for its own account, or
           for one or more accounts with respect to which such Person exercises
           sole investment discretion, and such Person and each such account is
           a "qualified institutional buyer" within the meaning of Rule 144A,
           in each case in a transaction meeting the requirements of Rule 144A
           and in accordance with any applicable securities laws of any state
           of the United States;

[ ]  (c)   this Note is being transferred pursuant to and in accordance
           with Regulation S and:

     (A)   the offer of this Note was not made to a Person in the United States;

     (B)   either:

           (i)    at the time the buy order was originated, the transferee was
                  outside the United States or the undersigned and any person
                  acting on its


                                      B-1
<PAGE>


                  behalf reasonably believed that the transferee was outside the
                  United States, or

           (ii)   the transaction was executed in, on or through the facilities
                  of a designated offshore securities market and neither the
                  undersigned nor any Person acting on its behalf knows that
                  the transaction was prearranged with a buyer in the United
                  States;

     (C)   no directed selling efforts have been made in contravention of the
           requirements of Rule 903(b) or 904(b) of Regulation S, as
           applicable; and

     (D)   the transaction is not part of a plan or scheme to evade the
           registration requirements of the Securities Act;

                                       or

[ ]  (d)   this Note is being transferred in a transaction permitted by
           Rule 144;

[ ]  (e)   the undersigned did not purchase this Note as part of the initial
           distribution thereof and the transfer is being effected pursuant to
           and in accordance with an applicable exemption (other than (a)
           through (d) above) from the registration requirements under the
           Securities Act and the undersigned has delivered to the Trustee such
           additional evidence that the Issuer, the Guarantor or the Trustee
           may require as to compliance with such available exemption.

If none of the foregoing boxes are checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer or
registration set forth herein and in Section 2.07 of the Indenture shall have
been satisfied.

Date: ___________             __________________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within-mentioned instrument in every particular,
without alteration or any change whatsoever.

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer"


                                      B-2
<PAGE>


within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated: ___________                ________________________________________
                         NOTICE:  To be executed by an executive officer


                                      B-3
<PAGE>


                                                                      EXHIBIT C

                         FORM OF RESTRICTED GLOBAL NOTE

                         PCCW-HKT CAPITAL NO.2 LIMITED


     "THIS NOTE AND THE GUARANTEE RELATED TO THIS NOTE HAVE NOT BEEN AND WILL
     NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), AND, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED OR SOLD
     WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
     ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT RESELL,
     PLEDGE OR OTHERWISE TRANSFER THE NOTES EXCEPT (A) IF SUCH PURCHASER IS AN
     INITIAL PURCHASER, (I) TO THE GUARANTOR OR THE ISSUER OR ANY SUBSIDIARY
     THEREOF, (II) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
     144A UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN A
     TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (IV)
     PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
     SECURITIES ACT (IF AVAILABLE) OR (B) IF SUCH PURCHASER IS A SUBSEQUENT
     PURCHASER OF AN INTEREST IN THE 144A GLOBAL NOTE, AS SET FORTH IN (A)
     ABOVE AND, IN ADDITION, PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A
     CONDITION TO THE REGISTRATION OF TRANSFER OF ANY NOTES OTHERWISE THAN AS
     DESCRIBED IN (A) ABOVE OR (C) BELOW, THE ISSUER, THE GUARANTOR OR THE
     TRUSTEE MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE
     EVIDENCE, IN ADDITION TO THAT OTHERWISE REQUIRED, AS TO COMPLIANCE WITH
     ANY SUCH EXEMPTION) OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
     AGREES THAT IT WILL NOTIFY EACH PURCHASER OF THIS NOTE FROM IT OF THE
     ABOVE RESTRICTIONS AND OF THIS LEGEND."


                                      C-1
<PAGE>


     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
     ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
     ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
     OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
     PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
     AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
     THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART
     FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
     PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
     DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE.


                                      C-2
<PAGE>


     No.__                                                CUSIP No. ___________
                                                        ISIN No. ______________


                         PCCW-HKT CAPITAL NO.2 LIMITED

                             RESTRICTED GLOBAL NOTE

                               representing up to

                                 US$___________

                          6% Guaranteed Notes Due 2013

                         Unconditionally Guaranteed by

                           PCCW-HKT TELEPHONE LIMITED


     PCCW-HKT Capital No.2 Limited, a British Virgin Islands corporation (the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, upon surrender hereof the principal sum set forth in
Schedule I hereto on July 15, 2013, or on such earlier date as the principal
hereof may become due in accordance with the provisions hereof, and to pay
interest in arrears on January 15 and July 15 of each year (each an "Interest
Payment Date"), commencing January 15, 2004 on said principal sum at the rate
of 6% per annum, subject to adjustment from time to time pursuant to the
immediately following paragraph. Interest shall accrue from and including the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from and including July 17, 2003,
until payment of said principal sum has been made or duly provided for. Such
payments shall be made exclusively in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

     This Note is being deposited with DTC acting as depository, and registered
in the name of Cede & Co., a nominee of DTC. Cede & Co., as holder of record of
this Note, shall be entitled to receive payments of principal and interest,
other than principal and interest due at the maturity date. Payment of interest
on this Note will be made (i) by U.S. dollar check drawn on a bank in New York
City mailed to the registered holder at its registered address or (ii) by wire
transfer in immediately available funds to a U.S. dollar account maintained by
the registered holder with a bank in New York City.


                                      C-3
<PAGE>


     Principal of this Note will be payable against surrender of this Note at
the Corporate Trust Office of the Trustee in New York City or, subject to
applicable laws and regulations, at the office outside of the United States of
any Paying and Transfer Agent, by U.S. dollar check drawn on, or by wire
transfer in immediately available funds to a U.S. dollar account maintained by
the registered holder with, a bank in New York City. Payment of interest on
this Note will be made to the person in whose name this Note is registered at
the close of business on the preceding January 1 and July 1, respectively (the
"Interest Record Date"), whether or not such day is a Business Day, except as
otherwise provided in the Indenture, notwithstanding the cancellation of this
Note upon any transfer or exchange hereof subsequent to the Interest Record
Date and prior to such Interest Payment Date.

     In any case where the payment of principal of or interest on the Notes is
due on a date that is not a Business Day, then payment of principal of or
interest on the Notes shall be made on the next succeeding Business Day and no
interest shall accrue with respect to such payment for the period from and
after such date that is not a Business Day to such next succeeding Business
Day.

     Subject to certain exceptions as set forth in the Indenture, payments of
principal of, or interest on, this Note shall be made free and clear of, and
without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within the British Virgin Islands or Hong Kong or any authority
therein or thereof having power to tax ("Taxes"), unless such withholding or
deduction of such Taxes is required by law or by the interpretation or
administration thereof. In that event, the Issuer or the Guarantor, as
applicable, shall pay such additional amounts as will result in receipt by the
holders of the Notes of such amounts as would have been payable to them had no
such withholding or deduction of such Taxes been required.

     Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

     This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.


                                      C-4
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated: ________________


                         PCCW-HKT CAPITAL NO.2 LIMITED


                         By:
                            -----------------------------------
                            Name:
                            Title:


                                      C-5
<PAGE>


                                   Guarantee

     PCCW-HKT Telephone Limited (the "Guarantor") hereby unconditionally
guarantees to the holder of the Note upon which this Guarantee is endorsed and
to the Trustee on behalf of each Noteholder the due and punctual payment of the
principal of, and interest on, and all other amounts payable under, this Note,
when and as the same shall become due and payable, whether at the Stated
Maturity date, upon acceleration, by call for redemption or upon repurchase or
otherwise, in accordance with the terms hereof and of the Indenture. The
Guarantor hereby expressly waives its right to require the Trustee to pursue or
exhaust its legal or equitable remedies against the Issuer prior to exercising
its rights under this Guarantee. This Guarantee will not be discharged with
respect to this Note except by payment in full of the principal thereof and
accrued and unpaid interest and Additional Amounts, if any, hereon. In case of
the failure of the Issuer punctually to pay any such principal or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the stated maturity,
by acceleration, call for redemption or upon repurchase or otherwise, and as if
such payment were made by the Issuer.

     Subject to certain exceptions as set forth in the Indenture, the Guarantor
hereby further agrees that all payments under this Guarantee shall be made free
and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the British Virgin Islands or Hong
Kong or any authority therein or thereof having power to tax ("Taxes"), unless
such withholding or deduction of such Taxes is required by law or by the
interpretation or administration thereof. In that event, the Guarantor shall
pay such additional amounts as will result in receipt by the holders of the
Notes of such amounts as would have been payable to them had no such
withholding or deduction of such Taxes been required.

     The obligations of the Guarantor to the holder of this Note and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 9 of the Indenture, and reference is hereby made to such Article and
Indenture for the precise terms of this Guarantee.

     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is endorsed
shall have been executed by the Trustee under the Indenture by manual signature
of one of its authorized officers.


                                      C-6
<PAGE>


                         PCCW-HKT TELEPHONE LIMITED


                         By:
                            -----------------------------------
                            Name:
                            Title:


                                      C-7
<PAGE>


                         Certificate of Authentication

     This is one of the Global Notes and the Guarantee described in the
within-mentioned Indenture.


                         HSBC BANK USA, as Trustee


                         By:
                            -----------------------------------
                            Authorized Officer


                                      C-8
<PAGE>


                   FORM OF REVERSE OF RESTRICTED GLOBAL NOTE

     This Note is one of a duly authorized issue of debt securities of PCCW-
HKT Capital No.2 Limited (the "Issuer"), issued under an Indenture (the
"Indenture") dated as July 17, 2003 among the Issuer, PCCW-HKT Telephone
Limited, as Guarantor (the "Guarantor"), and HSBC Bank USA, as Trustee (the
"Trustee"). The holders of the Notes (the "Noteholders") will be entitled to
the benefits of, be bound by and be deemed to have notice of, all of the
provisions of the Indenture. A copy of the Indenture is on file and may be
inspected at the Corporate Trust Office of the Trustee in New York City and the
offices of the Paying and Transfer Agents listed at the bottom of the reverse
of this Note. This Note is initially limited in aggregate principal amount to
US$__________. Capitalized terms used herein and in the Guarantees endorsed
hereon but not defined have the meanings ascribed to such terms in the
Indenture.

     The Notes and the Guarantee will (i) be direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and the Guarantor,
respectively, (ii) rank at least pari passu in right of payment with all other
unsecured and unsubordinated obligations of the Issuer and the Guarantor,
respectively, and (iii) be senior in priority of payment and in all other
respects to all other obligations of the Issuer and the Guarantor,
respectively, that are designated subordinated or junior in right of payment to
the Notes and the Guarantee, as the case may be.

     Each Note will be fully guaranteed by a direct, unconditional and
irrevocable obligation of the Guarantor to pay the principal of, and accrued
and unpaid interest and Additional Amounts, if any, on, the Notes and all other
amounts payable under the Indenture when and as the same shall become due and
payable.

     The Notes will be issued in definitive, fully registered form without
interest coupons in minimum denominations of US$1,000 and integral multiples of
US$1,000 in excess thereof. The Notes will not be issued in bearer form. The
Notes, and transfers thereof and of beneficial interests therein, shall be
registered as provided in the Indenture. Any Person in whose name a Note shall
be registered may (to the fullest extent permitted by applicable law) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Note, regardless of any notice of ownership, theft or loss or of any
writing thereon.

     Subject to the terms and conditions as more fully set forth in the
Indenture, the Notes may be redeemed at any time, at the option of the Issuer,
as a whole but not in part, upon notice as set forth in Section 12.02, at a
redemption price equal to 100% of the principal amount thereof, together with
accrued and unpaid


                                      C-9
<PAGE>


interest to the date fixed for redemption, if any, if (i) as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the British Virgin Islands or Hong Kong, as the case may be,
(or, in the case of Additional Amounts payable by a successor Person to the
Issuer or the Guarantor, the applicable Successor Jurisdiction) or any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in or amendment to, any official position regarding the
application or interpretation of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction), which change, amendment,
application or interpretation becomes effective on or after the date of the
Indenture, (or, in the case of Additional Amounts payable by a successor Person
to the Issuer or the Guarantor, the date on which such successor Person to the
Issuer or the Guarantor, as the case may be, became such pursuant to the
applicable provisions of the Indenture), either (x) the Issuer, the Guarantor
or any such successor Person to the Issuer or Guarantor, as the case may be, is
or would be, obligated to pay Additional Amounts upon the next payment of
principal or interest in respect of the Notes or (y) the Guarantor or any such
successor Person to the Guarantor is, or would be, obligated to pay Additional
Amounts upon the next payment of principal or interest in respect of the
Intercompany Loan and (ii) such obligation cannot be avoided by the Issuer, the
Guarantor or any such successor Person to the Issuer or Guarantor, as the case
may be, taking reasonable measures available to it. Prior to the giving of any
notice of redemption of the Notes pursuant to the foregoing, the Issuer or any
such successor Person to the Issuer shall deliver to the Trustee a notice of
such redemption election, an opinion in writing signed by independent legal
counsel of recognized standing to the Issuer, Guarantor or any such successor
Person to the Issuer or Guarantor, as the case may be, to the effect that the
Issuer, the Guarantor or any such successor Person to the Issuer or Guarantor,
as the case may be, is, or would become, obligated to pay such Additional
Amounts as described in clause (i) as the result of such change or amendment,
and an Officers' Certificate (as defined in the Indenture) of the Issuer,
Guarantor or any such successor Person to the Issuer or Guarantor, as the case
may be, stating that such amendment or change has occurred, describing the
facts leading thereto and stating that such requirement cannot be avoided by
the Issuer, the Guarantor or any such successor Person to the Issuer or
Guarantor, as the case may be, taking reasonable measures available to it.

     Except as otherwise provided in the Indenture, in case an Event of Default
(as defined in the Indenture) with respect to Notes shall have occurred and be
continuing, the principal of all the Notes Outstanding may be declared due and
payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a Majority in
aggregate principal amount of the Notes then Outstanding and that, prior to any
such


                                      C-10
<PAGE>


declaration, such Noteholders may waive any past or existing default or Event
of Default under the Indenture and its consequences except (i) a continuing
default in the payment of principal of, or interest on, the Notes then
Outstanding, or (ii) any default or Event of Default with respect to certain
covenants or provisions in the Indenture which may not be modified without the
consent of the Holder of each Note. Any such consent or waiver by the Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note
and any Note which may be issued in exchange or substitution hereafter, whether
or not any notation thereof is made upon this Note or such other Notes.

     The Indenture permits the Issuer and the Trustee, with the consent of the
holders of not less than a Majority in aggregate principal amount of the Notes
at the time Outstanding, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Notes;
provided that no such modification or amendment may, without the consent of the
holder of each such Note affected thereby, (i) change the Stated Maturity of
the Notes; (ii) reduce the principal amount of or payments of interest on any
Notes; (iii) change any obligation of the Issuer or the Guarantor to pay
Additional Amounts with respect to Notes; (iv) change the currency or place of
payment of the principal of or interest on the Notes; (v) impair the right to
institute suit for the enforcement of any payment due on or with respect to the
Notes; (vi) reduce the above stated percentage of outstanding Notes necessary
to modify or amend the Indenture; (vii) reduce the percentage of the aggregate
principal amount of outstanding Notes necessary for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults; (viii)
change, in any manner adverse to the interest of holders of the Notes, the
terms and provisions of the Guarantee in respect of the due and punctual
payment of principal of and interest on the Notes; or (ix) modify such
provisions with respect to modification and waiver; provided, that no consent
of any Noteholder is required in connection with the execution of a
supplemental indenture not requiring the consent of the Noteholders pursuant to
Section 7.01 of the Indenture or in connection with a consolidation,
amalgamation, Merger, conveyance or transfer permitted.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the place, times, and rate, and in the currency, herein prescribed.

     At the office or agency of the Issuer referred to on the face hereof and
in the manner and subject to the limitations provided in the Indenture, Notes
may be


                                      C-11
<PAGE>


exchanged for a like aggregate principal amount of Notes of other authorized
denominations.

     Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be issued
to the transferee as provided in the Indenture. No service charge shall be made
for any such transfer, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

     The Issuer, the Trustee, and any authorized agent of the Issuer or the
Trustee, may (to the fullest extent permitted by applicable law) deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Issuer or the Trustee or any
authorized agent of the Issuer or the Trustee), for the purpose of receiving
payment of, or on account of, the principal hereof and, subject to the
provisions on the face hereof, interest hereon and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.


                                      C-12
<PAGE>


             TRUSTEE, PAYING AGENTS, TRANSFER AGENTS AND REGISTRAR


                                    Trustee
                                    -------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                      Principal Paying Agent and Registrar
                      ------------------------------------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                  Paying and Transfer Agent and Listing Agent
                  -------------------------------------------

                        Kredietbank S.A. Luxembourgeoise
                               43 Boulevard Royal
                               L-2955 Luxembourg


                                      C-13
<PAGE>


                                                                     SCHEDULE I


     The following changes in the aggregate principal amount of Notes
represented by this Global Note have been made:

                   Amount of          Amount of
                  decrease in        increase in
                   aggregate          aggregate
                   principal          principal       Outstanding
    Date        amount of Notes    amount of Notes      Balance      Signature
    ----        ---------------    ---------------      -------      ---------




                                      C-14
<PAGE>


                                                                      EXHIBIT D

                        FORM OF REGULATION S GLOBAL NOTE

                         PCCW-HKT CAPITAL NO.2 LIMITED

     This Note will bear the following legend (unless such Note has been sold
     pursuant to a registration statement that has been declared effective
     under the U.S. Securities Act of 1933, as amended and provided that 41
     days after the later of the commencement of the sale of the Notes and the
     Closing Date, the following legend included on the Regulation S Global
     Note (and each Certificated Note issued in exchange therefor) shall have
     no effect and may be removed by the Trustee upon direction of the Issuer,
     the Guarantor or a Holder of any interest in the Regulation S Global Note
     (and each Certificated Note issued in exchange therefor).

     THIS NOTE AND THE GUARANTEE RELATED TO THIS NOTE HAVE NOT BEEN AND WILL
     NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), AND, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED OR SOLD
     WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
     ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT RESELL,
     PLEDGE OR OTHERWISE TRANSFER THE NOTES EXCEPT (A) IF SUCH PURCHASER IS AN
     INITIAL PURCHASER, (I) TO THE GUARANTOR OR THE ISSUER OR ANY SUBSIDIARY
     THEREOF, (II) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
     144A UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN A
     TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (IV)
     PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
     SECURITIES ACT (IF AVAILABLE) OR (B) IF SUCH PURCHASER IS A SUBSEQUENT
     PURCHASER OF AN INTEREST IN THE 144A GLOBAL NOTE, AS SET FORTH IN (A)
     ABOVE AND, IN ADDITION, PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A
     CONDITION TO THE REGISTRATION OF TRANSFER OF ANY NOTES OTHERWISE THAN AS
     DESCRIBED IN (A) ABOVE OR (C) BELOW, THE ISSUER, THE GUARANTOR OR THE
     TRUSTEE MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE
     EVIDENCE, IN ADDITION TO THAT OTHERWISE REQUIRED, AS TO COMPLIANCE WITH
     ANY SUCH EXEMPTION) OR (C) PURSUANT TO AN EFFECTIVE


                                      D-1
<PAGE>


     REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER HEREOF, BY
     PURCHASING THIS NOTE, AGREES THAT IT WILL NOTIFY EACH PURCHASER OF THIS
     NOTE FROM IT OF THE ABOVE RESTRICTIONS AND OF THIS LEGEND.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
     ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
     ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
     OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
     PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
     AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
     THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART
     FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
     PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
     DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE.


                                      D-2
<PAGE>


     No.__                                         CUSIP (CINS) No. ___________
                                                        ISIN No. ______________


                         PCCW-HKT CAPITAL NO.2 LIMITED

                            REGULATION S GLOBAL NOTE

                               representing up to

                                US$____________

                          6% Guaranteed Notes Due 2013

                         Unconditionally Guaranteed by

                           PCCW-HKT TELEPHONE LIMITED


     PCCW-HKT Capital No.2 Limited, a British Virgin Islands corporation (the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, upon surrender hereof the principal sum set forth on
Schedule I hereto on July 15, 2013, or on such earlier date as the principal
hereof may become due in accordance with the provisions hereof, and to pay
interest in arrears on January 15 and July 15 of each year (each an "Interest
Payment Date"), commencing January 15, 2004, on said principal sum at the rate
of 6% per annum, subject to adjustment from time to time pursuant to the
immediately following paragraph. Interest shall accrue from and including the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from and including July 17, 2003
until payment of said principal sum has been made or duly provided for. Such
payments shall be made exclusively in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

     This Note is being deposited with DTC acting as depository, and registered
in the name of Cede & Co., a nominee of DTC, Cede & Co., as holder of record of
this Note, shall be entitled to receive payments of principal and interest,
other than principal and interest due at the maturity date. Payment of interest
on this Note will be made (i) by U.S. dollar check drawn on a bank in New York
City mailed to the registered holder at its registered address or (ii) by wire
transfer in immediately available funds to a U.S. dollar account maintained by
the registered holder with a bank in New York City.


                                      D-3
<PAGE>


     Principal of this Note will be payable against surrender of this Note at
the Corporate Trust Office of the Trustee in New York City or, subject to
applicable laws and regulations, at the office outside of the United States of
any Paying and Transfer Agent, by U.S. dollar check drawn on, or by wire
transfer in immediately available funds to a U.S. dollar account maintained by
the registered holder with, a bank in New York City. Payment of interest on
this Note will be made to the person in whose name this Note is registered at
the close of business on the preceding January 1 and July 1, respectively (the
"Interest Record Date"), whether or not such day is a Business Day, except as
otherwise provided in the Indenture, notwithstanding the cancellation of this
Note upon any transfer or exchange hereof subsequent to the Interest Record
Date and prior to such Interest Payment Date.

     In any case where the payment of principal of or interest on this Note is
due on a date that is not a Business Day, then payment of principal of or
interest on this Note shall be made on the next succeeding Business Day and no
interest shall accrue with respect to such payment for the period from and
after such date that is not a Business Day to such next succeeding Business
Day.

     Subject to certain exceptions as set forth in the Indenture, all payments
of principal of, or interest on, this Note shall be made free and clear of, and
without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within the British Virgin Islands or Hong Kong or any authority
therein or thereof having power to tax ("Taxes"), unless such withholding or
deduction of such Taxes is required by law or by the interpretation or
administration thereof. In that event, the Issuer or the Guarantor, as
applicable, shall pay such additional amounts as will result in receipt by the
holders of the Notes of such amounts as would have been payable to them had no
such withholding or deduction of such Taxes been required.

     Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

     This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.


                                      D-4
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated: ________________


                         PCCW-HKT CAPITAL NO.2 LIMITED


                         By:
                            ---------------------------------
                            Name:
                            Title:


                                      D-5
<PAGE>


                                   Guarantee

     PCCW-HKT Telephone Limited (the "Guarantor") hereby unconditionally
guarantees to the holder of the Note upon which this Guarantee is endorsed and
to the Trustee on behalf of each Noteholder the due and punctual payment of the
principal of, and interest on, and all other amounts payable under, this Note,
when and as the same shall become due and payable, whether at the Stated
Maturity, upon acceleration, by call for redemption or upon repurchase or
otherwise, in accordance with the terms hereof and of the Indenture. The
Guarantor hereby expressly waives its right to require the Trustee to pursue or
exhaust its legal or equitable remedies against the Issuer prior to exercising
its rights under this Guarantee. This Guarantee will not be discharged with
respect to this Note except by payment in full of the principal thereof and
accrued and unpaid interest and Additional Amounts, if any, hereon. In case of
the failure of the Issuer punctually to pay any such principal or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the stated maturity,
by acceleration, call for redemption or upon repurchase or otherwise, and as if
such payment were made by the Issuer.

     Subject to certain exceptions as set forth in the Indenture, the Guarantor
hereby further agrees that all payments under this Guarantee shall be made free
and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the British Virgin Islands or Hong
Kong or any authority therein or thereof having power to tax ("Taxes"), unless
such withholding or deduction of such Taxes is required by law or the
interpretation or administration thereof. In that event, the Guarantor shall
pay such additional amounts as will result in receipt by the holders of the
Notes of such amounts as would have been payable to them had no such
withholding or deduction of such Taxes been required.

     The obligations of the Guarantor to the holder of this Note and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 9 of the Indenture, and reference is hereby made to such Article and
Indenture for the precise terms of the Guarantee.

     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is endorsed
shall have been executed by the Trustee under the Indenture by manual signature
of one of its authorized officers.


                                      D-6
<PAGE>


                         PCCW-HKT TELEPHONE LIMITED


                         By:
                            ------------------------------------
                            Name:
                            Title:


                                      D-7
<PAGE>


                         Certificate of Authentication

     This is one of the Global Notes and the Guarantee described in the
within-mentioned Indenture.


                         HSBC BANK USA, as Trustee


                         By:
                            ------------------------------------
                            Authorized Officer


                                      D-8
<PAGE>


                  FORM OF REVERSE OF REGULATION S GLOBAL NOTE

     This Note is one of a duly authorized issue of debt securities of PCCW-
HKT Capital No.2 Limited (the "Issuer"), issued under an Indenture (the
"Indenture") dated as of July 17, 2003 among the Issuer, PCCW-HKT Telephone
Limited, as Guarantor (the "Guarantor"), and HSBC Bank USA, as Trustee (the
"Trustee"). The holders of the Notes (the "Noteholders") will be entitled to
the benefits of, be bound by and be deemed to have notice of, all of the
provisions of the Indenture. A copy of the Indenture is on file and may be
inspected at the Corporate Trust Office of the Trustee in New York City and the
offices of the Paying and Transfer Agents listed at the bottom of the reverse
of this Note. This Note is initially limited in aggregate principal amount upon
Stated Maturity to US$__________. Capitalized terms used herein and in the
Guarantees endorsed hereon but not defined have the meanings ascribed to such
terms in the Indenture.

     The Notes and the Guarantee will (i) be direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and the Guarantor,
respectively, (ii) rank at least pari passu in right of payment with all other
unsecured and unsubordinated obligations of the Issuer and the Guarantor,
respectively, and (iii) be senior in priority of payment and in all other
respects to all other obligations of the Issuer and the Guarantor,
respectively, that are designated subordinated or junior in right of payment to
the Notes and the Guarantee, as the case may be.

     Each Note will be fully guaranteed by a direct, unconditional and
irrevocable obligation of the Guarantor to pay the principal of, and accrued
and unpaid interest and Additional Amounts, if any, on, the Notes and all other
amounts payable under the Indenture when and as the same shall become due and
payable.

     The Notes will be issued in definitive, fully registered form without
interest coupons in minimum denominations of US$1,000 and integral multiples of
US$1,000 in excess thereof. The Notes will not be issued in bearer form. The
Notes, and transfers thereof and of beneficial interests therein, shall be
registered as provided in the Indenture. Any Person in whose name a Note shall
be registered may (to the fullest extent permitted by applicable law) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Note, regardless of any notice of ownership, theft or loss or of any
writing thereon.

     Subject to the terms and conditions as more fully set forth in the
Indenture, the Notes may be redeemed at any time, at the option of the Issuer,
as a whole but not in part, upon notice as set forth in Section 12.02, at a
redemption price equal to 100% of the principal amount thereof, together with
accrued and unpaid


                                      D-9
<PAGE>


interest to the date fixed for redemption, if any, if (i) as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the British Virgin Islands or Hong Kong, as the case may be,
(or, in the case of Additional Amounts payable by a successor Person to the
Issuer or the Guarantor, the applicable Successor Jurisdiction) or any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in or amendment to, any official position regarding the
application or interpretation of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction), which change, amendment,
application or interpretation becomes effective on or after the date of the
Indenture, (or, in the case of Additional Amounts payable by a successor Person
to the Issuer or the Guarantor, the date on which such successor Person to the
Issuer or the Guarantor, as the case may be, became such pursuant to the
applicable provisions of the Indenture), either (x) the Issuer, the Guarantor
or any such successor Person to the Issuer or Guarantor, as the case may be, is
or would be, obligated to pay Additional Amounts upon the next payment of
principal or interest in respect of the Notes or (y) the Guarantor or any such
successor Person to the Guarantor is, or would be, obligated to pay Additional
Amounts upon the next payment of principal or interest in respect of the
Intercompany Loan and (ii) such obligation cannot be avoided by the Issuer, the
Guarantor or any such successor Person to the Issuer or Guarantor, as the case
may be, taking reasonable measures available to it. Prior to the giving of any
notice of redemption of the Notes pursuant to the foregoing, the Issuer or any
such successor Person to the Issuer shall deliver to the Trustee a notice of
such redemption election, an opinion in writing signed by independent legal
counsel of recognized standing to the Issuer, Guarantor or any such successor
Person to the Issuer or Guarantor, as the case may be, to the effect that the
Issuer, the Guarantor or any such successor Person to the Issuer or Guarantor,
as the case may be, is, or would become, obligated to pay such Additional
Amounts as described in clause (i) as the result of such change or amendment,
and an Officers' Certificate (as defined in the Indenture) of the Issuer,
Guarantor or any such successor Person to the Issuer or Guarantor, as the case
may be, stating that such amendment or change has occurred, describing the
facts leading thereto and stating that such requirement cannot be avoided by
the Issuer, the Guarantor or any such successor Person to the Issuer or
Guarantor, as the case may be, taking reasonable measures available to it.

     Except as otherwise provided in the Indenture, in case an Event of Default
(as defined in the Indenture) with respect to Notes shall have occurred and be
continuing, the principal of all the Notes Outstanding may be declared due and
payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a Majority in
aggregate principal amount of the Notes then Outstanding and that, prior to any
such


                                      D-10
<PAGE>


declaration, such Noteholders may waive any past or existing default or Event
of Default under the Indenture and its consequences except (i) a continuing
default in the payment of principal of, or interest on, the Notes then
Outstanding, or (ii) any default or Event of Default with respect to certain
covenants or provisions in the Indenture which may not be modified without the
consent of the Holder of each Note. Any such consent or waiver by the Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note
and any Note which may be issued in exchange or substitution hereafter, whether
or not any notation thereof is made upon this Note or such other Notes.

     The Indenture permits the Issuer and the Trustee, with the consent of the
holders of not less than a Majority in aggregate principal amount of the Notes
at the time Outstanding, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Notes;
provided that no such modification or amendment may, without the consent of the
holder of each such Note affected thereby, (i) change the Stated Maturity of
the Notes; (ii) reduce the principal amount of or payments of interest on any
Notes; (iii) change any obligation of the Issuer or the Guarantor to pay
Additional Amounts with respect to Notes; (iv) change the currency or place of
payment of the principal of or interest on the Notes; (v) impair the right to
institute suit for the enforcement of any payment due on or with respect to the
Notes; (vi) reduce the above stated percentage of outstanding Notes necessary
to modify or amend the Indenture; (vii) reduce the percentage of the aggregate
principal amount of outstanding Notes necessary for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults; (viii)
change, in any manner adverse to the interest of holders of the Notes, the
terms and provisions of the Guarantee in respect of the due and punctual
payment of principal of and interest on the Notes; or (ix) modify such
provisions with respect to modification and waiver; provided, that no consent
of any Noteholder is required in connection with the execution of a
supplemental indenture not requiring the consent of the Noteholders pursuant to
Section 7.01 of the Indenture or in connection with a consolidation,
amalgamation, Merger, conveyance or transfer permitted.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the place, times, and rate, and in the currency, herein prescribed.

     At the office or agency of the Issuer referred to on the face hereof and
in the manner and subject to the limitations provided in the Indenture, Notes
may be


                                      D-11
<PAGE>


exchanged for a like aggregate principal amount of Notes of other authorized
denominations.

     Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be issued
to the transferee as provided in the Indenture. No service charge shall be made
for any such transfer, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

     The Issuer, the Trustee, and any authorized agent of the Issuer or the
Trustee, may (to the fullest extent permitted by applicable law) deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Issuer or the Trustee or any
authorized agent of the Issuer or the Trustee), for the purpose of receiving
payment of, or on account of, the principal hereof and, subject to the
provisions on the face hereof, interest hereon and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.


                                      D-12
<PAGE>


              TRUSTEE, PAYING AGENTS, CONVERSION AGENTS, TRANSFER
                              AGENTS AND REGISTRAR


                                    Trustee
                                    -------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                      Principal Paying Agent and Registrar
                      ------------------------------------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                  Paying and Transfer Agent and Listing Agent
                  -------------------------------------------

                        Kredietbank S.A. Luxembourgeoise
                               43 Boulevard Royal
                               L-2955 Luxembourg




                                      D-13
<PAGE>


                                                                     SCHEDULE I


     The following changes in the aggregate principal amount of Notes
represented by this Global Note have been made:

                   Amount of          Amount of
                  decrease in        increase in
                   aggregate          aggregate
                   principal          principal       Outstanding
    Date        amount of Notes    amount of Notes      Balance      Signature
    ----        ---------------    ---------------      -------      ---------




                                      D-14
<PAGE>


                                                                    EXHIBIT E-1


                       FORM OF AUTHORIZATION CERTIFICATE

     I, [Name], [Title], acting on behalf of PCCW-HKT Telephone Limited (the
"Guarantor"), hereby certify that:

     (A) the persons listed below are (i) Authorized Officers for purposes of
the Indenture dated as of July 17, 2003 among PCCW-HKT Capital No.2 Limited
(the "Issuer"), the Guarantor and HSBC Bank USA, as Trustee, (ii) duly elected
or appointed, qualified and acting as the holder of the respective office or
offices set forth opposite his name and (iii) the duly authorized person who
executed or will execute the Guarantee endorsed on the Notes by his manual or
facsimile signature and was at the time of such execution, duly elected or
appointed, qualified and acting as the holder of the office set forth opposite
his name;

     (B) each signature appearing below is the person's genuine signature; and

     (C) attached hereto as Schedule 1 is a true, correct and complete specimen
of the certificates representing the Notes.

Authorized Officers:

Name                   Title                    Signature
----                   -----                    ---------

---------------        -----------------        -----------------

---------------        -----------------        -----------------

---------------        -----------------        -----------------


                                     E-1-1
<PAGE>


     IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:_____________


                         PCCW-HKT TELEPHONE LIMITED


                         By:
                            ---------------------------------
                            Name:
                            Title:


                                     E-1-2
<PAGE>


                                                                    EXHIBIT E-2


                       FORM OF AUTHORIZATION CERTIFICATE

     I, [Name], [Title], acting on behalf of PCCW-HKT Capital No.2 Limited (the
"Issuer"), hereby certify that:

     (A) the persons listed below are (i) Authorized Officers for purposes of
the Indenture dated as of July 17, 2003 among the Issuer, PCCW-HKT Telephone
Limited, as Guarantor (the "Guarantor"), and HSBC Bank USA, as Trustee, (ii)
duly elected or appointed, qualified and acting as the holder of the respective
office or offices set forth opposite his name and (iii) the duly authorized
person who executed or will execute the Notes by his manual or facsimile
signature and was at the time of such execution, duly elected or appointed,
qualified and acting as the holder of the office set forth opposite his name;

     (B) each signature appearing below is the person's genuine signature; and

     (C) attached hereto as Schedule 1 is a true, correct and complete specimen
of the certificates representing the Notes.

Authorized Officers:

Name                   Title                    Signature
----                   -----                    ---------

---------------        -----------------        -----------------

---------------        -----------------        -----------------

---------------        -----------------        -----------------


                                     E-2-1
<PAGE>


     IN WITNESS WHEREOF, I have hereunto signed my name.

Dated: _____________


                         PCCW-HKT CAPITAL NO.2 LIMITED


                         By:
                            ----------------------------------
                            Name:
                            Title:


                                     E-2-2
<PAGE>


                                                                      EXHIBIT F


                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby transfers to
     ___________________________________________________
     ___________________________________________________
     ___________________________________________________


                     (PRINT NAME AND ADDRESS OF TRANSFEREE)


U.S. $___________ principal amount of this Note, and all rights with respect
thereto, and irrevocably constitutes and appoints ____________________________
as attorney to transfer this Note on the books kept for registration thereof,
with full power of substitution.

Dated _______________________         _____________________
                        Certifying Signature

Signed _____________________

Note:

          (i) The signature on this transfer form must correspond to the name
     as it appears on the face of this Note in every particular.

          (ii) A representative of the Noteholder should state the capacity in
     which he or she signs (e.g., executor).

          (iii) The signature of the person effecting the transfer shall
     conform to any list of duly authorized specimen signatures supplied by the
     registered holder or shall be certified by a bank which is a member of the
     Medallion Program or in such other manner as the Paying and Transfer
     Agent, acting in its capacity as transfer agent or the Trustee, acting in
     its capacity as registrar, may require.


                                      F-1
<PAGE>


                                                                      EXHIBIT G


              FORM OF PAYING AND TRANSFER AGENT APPOINTMENT LETTER

                                                               __________, 2003

[Paying Agent]

 Re: 6% Guaranteed Notes due 2013
     of PCCW-HKT Capital No.2 Limited
     --------------------------------

     Reference is hereby made to the Indenture dated as of July 17, 2003 (the
"Indenture") among PCCW-HKT Capital No.2 Limited (the "Issuer"), PCCW- HKT
Telephone Limited, as Guarantor (the "Guarantor"), and HSBC Bank USA, as
Trustee, (the "Trustee"). Terms used herein are used as defined in the
Indenture.

     The Issuer hereby appoints __________ as the paying agent and transfer
agent (the "Paying and Transfer Agent") with respect to the Notes and the
Paying and Transfer Agent hereby accepts such appointment. By accepting such
appointment, the Paying and Transfer Agent agrees to be bound by and to perform
the services with respect to itself set forth in the terms and conditions set
forth in the Indenture and the Notes, as well as the following terms and
conditions to all of which the Issuer agrees and to all of which the rights of
the holders from time to time of the Notes shall be subject:

     (a) The Paying and Transfer Agent shall be entitled to the compensation to
be agreed upon with the Issuer and Guarantor, jointly and severally, for all
services rendered by it under the Indenture, and subject to Section 3.04 of the
Indenture, the Issuer agrees promptly to pay such compensation and to reimburse
the Paying and Transfer Agent for its reasonable out-of-pocket expenses
(including fees and expenses of counsel) incurred by it in connection with the
services rendered by it under the Indenture. Each of the Issuer and Guarantor
jointly and severally hereby agrees to indemnify the Paying and Transfer Agent
and its officers, directors, agents, employees and representatives for, and to
hold it harmless against, any loss, liability or expense (including reasonable
fees and expenses of counsel) incurred without negligence or bad faith on its
part arising out of or in connection with its acting as Paying and Transfer
Agent hereunder. The obligations of the Issuer under this paragraph (a) shall
survive the payment of the Notes and the resignation or removal of the Paying
and Transfer Agent.


                                      G-1
<PAGE>


     (b) In acting under the Indenture and in connection with the Notes, the
Paying and Transfer Agent is acting solely as agent of the Issuer and does not
assume any obligation towards or relationship of agency or trust for or with
any of the owners or holders of the Notes, except that all funds held by the
Paying and Transfer Agent for the payment of principal of, or interest
(including Additional Amounts) on, the Notes shall, subject to the provisions
of the Indenture, be held in trust by the Paying and Transfer Agent and applied
as set forth in the Indenture and in the Notes, but need not be segregated from
other funds held by the Paying and Transfer Agent, except as required by law.

     (c) The Paying and Transfer Agent may consult with counsel satisfactory to
it and any advice or written opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted to be taken by it under the Indenture in good faith and in accordance
with such advice or opinion.

     (d) The Paying and Transfer Agent shall be fully protected and shall incur
no liability for or in respect of any action taken or omitted to be taken or
thing suffered by it in reliance upon any Note, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
party or parties.

     (e) The Paying and Transfer Agent, in its individual capacity or any other
capacity, may become the owner of, or acquire any interest in, any Notes or
other obligations of the Issuer with the same rights that it would have if it
were not the Paying and Transfer Agent, and may engage or be interested in any
financial or other transaction with the Issuer, and may act on, or as
depository, Trustee or agent for, any committee or body of holders of Notes or
other obligations of the Issuer, as freely as if it were not the Paying and
Transfer Agent.

     (f) The Paying and Transfer Agent shall not be under any liability for
interest on any monies received by it pursuant to any of the provisions of the
Indenture or the Notes.

     (g) The Paying and Transfer Agent shall be obligated to perform such
duties and only such duties as are in the Indenture and the Notes specifically
set forth, and no implied duties or obligation shall be read into the Indenture
or the Notes against the Paying and Transfer Agent. The Paying and Transfer
Agent shall not be under any obligation to take any action under the Indenture
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it.


                                      G-2
<PAGE>


     (h) The Paying and Transfer Agent may at any time resign by giving written
notice of its resignation to the Issuer and the Trustee and specifying the date
on which its resignation shall become effective; provided that such date shall
be at least 90 days after the date on which such notice is given unless the
Issuer agrees to accept shorter notice. Upon receiving such notice of
resignation, if required by the Indenture the Issuer shall promptly appoint a
successor paying agent by written instrument substantially in the form hereof
in triplicate signed on behalf of the Issuer, one copy of which shall be
delivered to the resigning Paying and Transfer Agent, one copy to the successor
paying agent and one copy to the Trustee.

     Such resignation shall become effective upon the earlier of (i) the
effective date of such resignation and (ii) the acceptance of appointment by
the successor paying agent, as provided below. The Issuer may, at any time and
for any reason, remove the Paying and Transfer Agent and appoint a successor
paying agent, by written instrument in triplicate signed on behalf of the
Issuer, one copy of which shall be delivered to the Paying and Transfer Agent
being removed, one copy to the successor paying agent and one copy to the
Trustee. Any removal of the Paying and Transfer Agent and any appointment of a
successor paying agent shall become effective upon acceptance of appointment by
the successor paying agent as provided below. Upon its resignation or removal,
the Paying and Transfer Agent shall be entitled to the payment by the Issuer of
its compensation for the services rendered hereunder and to the reimbursement
of all reasonable out-of-pocket expenses incurred in connection with the
services rendered by it hereunder.

     The Issuer shall remove the Paying and Transfer Agent and appoint a
successor paying agent if the Paying and Transfer Agent (i) shall become
incapable of acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a Trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, (iv) shall
consent to, or shall have had entered against it a court order for, any such
relief or to the appointment of or taking possession by any such official in
any involuntary case or other proceedings commenced against it, (v) shall make
a general assignment for the benefit of creditors or (vi) shall fail generally
to pay its debts as they become due.

     Any successor paying agent appointed as provided herein shall execute and
deliver to its predecessor and to the Issuer and the Trustee an instrument
accepting such appointment (which may be in the form of an acceptance signature
to the letter of the Issuer appointing such agent) and thereupon such successor


                                      G-3
<PAGE>


paying agent, without any further act, deed or conveyance, shall become vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Paying and Transfer Agent
and such predecessor shall pay over to such successor agent all monies or other
property at the time held by it hereunder.

     (i) Each Paying and Transfer Agent shall at all times be a responsible
financial institution which is authorized by law to exercise its respective
powers and duties hereunder and under the Indenture and the Notes.

     (j) Each Paying and Transfer Agent shall comply with all applicable
withholding, information reporting and backup withholding tax requirements
under the U.S. Internal Revenue Code of 1986, as amended, and the Treasury
regulations issued thereunder in respect of any payment on, or in respect of, a
Note or under the Guarantee (including the collection of IRS Form W-8 ECI, IRS
Form W-8 BEN and IRS Form W-9, as the case may be, and the filing of IRS Form
1099 and IRS Form 1096).

     Any corporation into which the Paying and Transfer Agent may be merged or
converted or any corporation with which the Paying and Transfer Agent may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Paying and Transfer Agent shall be a party or any
corporation succeeding to the business of the Paying and Transfer Agent shall
be the successor to such Paying and Transfer Agent hereunder (provided that
such corporation shall be qualified as aforesaid) without the execution or
filing of any document or any further act on the part of any of the parties
hereto.


                                      G-4
<PAGE>


     The agreement set forth in this letter shall be construed in accordance
with and governed by the laws of the State of New York.

                         PCCW-HKT CAPITAL NO.2 LIMITED


                         By:
                            ---------------------------------------------
                            Name:
                            Title:


Agreed and accepted:


---------------------------------
as Paying and Transfer Agent



By:
   ------------------------------
   Name:
   Title:

cc:  HSBC Bank USA,
        as Trustee
     PCCW-HKT Telephone Limited,
        as Guarantor


                                      G-5
<PAGE>


                                                                      EXHIBIT H


             TRUSTEE, PAYING AGENTS, TRANSFER AGENTS AND REGISTRAR


                                    Trustee
                                    -------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                      Principal Paying Agent and Registrar
                      ------------------------------------

                                 HSBC Bank USA
                                452 Fifth Avenue
                            New York, New York 10018

                           Attention: Issuer Services


                  Paying and Transfer Agent and Listing Agent
                  -------------------------------------------

                        Kredietbank S.A. Luxembourgeoise
                               43 Boulevard Royal
                               L-2955 Luxembourg


                                      H-1
<PAGE>


                                                                      EXHIBIT I

                      FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S
                   DURING THE DISTRIBUTION COMPLIANCE PERIOD

                                     [Date]

HSBC Bank USA
  as Registrar


     Re:   PCCW-HKT Capital No.2 Limited (the "Issuer") and
           PCCW-HKT Telephone Limited (the "Guarantor")
           6% Guaranteed Notes Due 2013 (the "Notes")
           ------------------------------------------------

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of July 17, 2003 (the
"Indenture"), among the Issuer, the Guarantor and HSBC Bank USA, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     This letter relates to US$ principal amount of Notes which are evidenced
by one or more Restricted Global Notes (CUSIP No. ______) and held with the
Depositary in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the Notes to
a Person who will take delivery thereof in the form of an equal principal
amount of Notes evidenced by one or more Regulation S Global Notes (CUSIP No.
_____), which amount, immediately after such transfer, is to be held with the
Depositary through Euroclear or Clearstream or both (Common Code _____).

     In connection with our proposed sale of US$__________ aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Rule 903 or Rule 904 of Regulation S under the
Securities Act of 1933, as amended, and, accordingly, we represent that:

     (1)  the offer of the Notes was not made to a person in the United States;

     (2)  either:


                                      I-1
<PAGE>


          (A) at the time the buy order was originated, the transferee was
          outside the United States or we and any person acting on our behalf
          reasonably believed that the transferee was outside the United
          States; or

          (B) the transaction was executed in, on or through the facilities of
          a designated offshore securities market and neither we nor any person
          acting on our behalf knows that the transaction was pre-arranged with
          a buyer in the United States;

     (3)  no directed selling efforts have been made by us in the United States
          in contravention of the requirements of Rule 903(b) or Rule 904(b) of
          Regulation S, as applicable;

     (4)  the transaction is not part of a plan or scheme to evade the
          registration requirements of the U.S. Securities Act of 1933;

     (5)  upon completion of the transaction, the beneficial interest being
          transferred as described above is to be held with the Depositary
          through Euroclear or Clearstream or both (Common Code).


                                      I-2
<PAGE>


     You, the Issuer and the Guarantor are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                         Very truly yours,

                         [Name of Transferor]


                         By:
                            ---------------------------------
                            Authorized Signature


                                      I-3
<PAGE>


                                                                      EXHIBIT J


                      FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S
                      UPON AND FOLLOWING EXPIRATION OF THE
                         DISTRIBUTION COMPLIANCE PERIOD

                                     [Date]

HSBC Bank USA
  as Registrar


     Re:   PCCW-HKT Capital No.2 Limited (the "Issuer")
           and PCCW-HKT Telephone Limited (the "Guarantor")
           6% Guaranteed Notes Due 2013 (the "Notes")
           ------------------------------------------------
Dear Sirs:

     Reference is hereby made to the Indenture, dated as of July 17, 2003 (the
"Indenture"), among the Issuer, the Guarantor and HSBC Bank USA, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     This letter relates to US$__________ principal amount of Notes which are
evidenced by one or more Restricted Global Notes (CUSIP No. ______) and held
with the Depositary in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes to a Person who will take delivery thereof in the form of
an equal principal amount of Notes evidenced by one or more Regulation S Global
Notes (CUSIP No. ______).

     In connection with such request and in respect of such Securities, the
Transferor does hereby certify that such transfer has been effected pursuant to
and in accordance with either (i) Rule 903, Rule 904 or Rule 144 under the
United States Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor does hereby further certify that:

     (1)  if the transfer has been effected pursuant to Rule 903 or Rule 904:


                                      J-1
<PAGE>


          (A) the offer of the Notes was not made to a Person in the United
     States;

          (B) either:

               (i) at the time the buy order was originated, the transferee was
          outside the United States or the Transferor and any Person acting on
          its behalf reasonably believed that the transferee was outside the
          Untied States, or

               (ii) the transaction was executed in, on or through the
          facilities of a designated offshore securities market and neither the
          Transferor nor any Person acting on its behalf knows that the
          transaction was pre-arranged with a buyer in the United States;

          (C) no directed selling efforts have been made in contravention of
     the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
     and

          (D) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; or

     (2)  if the transfer has been effected pursuant to Rule 144, the
          Securities have been transferred in a transaction permitted by Rule
          144.


                                      J-2
<PAGE>


     You, the Issuer and the Guarantor are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                         Very truly yours,

                         [Name of Transferor]


                         By:
                            ----------------------------------
                            Authorized Signature


                                      J-3
<PAGE>


                                                                      EXHIBIT K

                      FORM OF CERTIFICATE TO BE DELIVERED
                      IN CONNECTION WITH TRANSFERS TO QIBs

                                     [Date]

HSBC Bank USA,
  as Registrar


PCCW-HKT Capital No.2 Limited,
  as Issuer

PCCW-HKT Telephone Limited,
  as Guarantor


     Re:   PCCW-HKT Capital No.2 Limited (the "Issuer")
           and PCCW-HKT Telephone Limited (the "Guarantor")
           6% Guaranteed Notes Due 2013 (the "Notes")
           ------------------------------------------------
Dear Sirs:

     Reference is hereby made to the Indenture, dated as of July 17, 2003 (the
"Indenture"), among the Issuer, the Guarantor and HSBC Bank USA, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     This letter relates to US$_________ principal amount of Notes which are
evidenced by one or more Regulation S Global Notes (CUSIP No. ______) and held
with the Depositary through [Euroclear] [Clearstream] (Common Code ________) in
the name of [insert name of transferor] (the "Transferor"). The Transferor has
requested that a transfer of such beneficial interest in the Notes to a Person
who will take delivery thereof (the "Transferee") in the form of an equal
principal amount of Securities evidenced by one or more Restricted Global Notes
(CUSIP No. __________).

                                  [CHECK ONE]

     [ ]  In connection with such request and in respect of such Notes, the
          Transferee does hereby certify that (i) it is a "qualified


                                      K-1
<PAGE>


          institutional buyers" ("QIBs") as defined in and pursuant to Rule
          144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended,
          purchasing the Notes for its own account (or for the account of one
          or more QIBs over which account it exercises sole investment
          discretion) and (ii) the transfer was made in a transaction meeting
          the requirements of Rule 144A.

     [ ]  The Transferor did not purchase such Notes as part of the initial
          distribution thereof and the transfer is being effected pursuant to
          and in accordance with an applicable exemption from the registration
          requirements of the Securities Act and the Transferor has delivered
          to the Trustee such additional evidence that the Issuer, the
          Guarantor or the Trustee may require as to compliance with such
          available exemption.

     You are entitled to rely on this letter and you are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                               Very truly yours,


                              [Name of Transferee or Transferor]


                              By:
                                 ------------------------------------

                                 Authorized Signature


                                      K-2