EXHIBIT 4(gg)



                                                                  CONFORMED COPY

DATED:  8 AUGUST 2003


Facility Agreement


between


PCCW-HKT Telephone Limited
as Borrower


Bank of China (Hong Kong) Limited
Barclays Capital
Bayerische Landesbank, Hong Kong Branch
Hang Seng Bank Limited
Industrial and Commercial Bank of China (Asia) Limited
Standard Chartered Bank
The Bank of East Asia, Limited
The Hongkong and Shanghai Banking Corporation Limited
as Co-ordinating Arrangers


The Financial Institutions listed herein
as Lenders


The Hongkong and Shanghai Banking Corporation Limited
as Agent


and


The Hongkong and Shanghai Banking Corporation Limited
as Security Trustee


relating to


HK$2,800,000,000 REVOLVING CREDIT AND TERM LOAN FACILITIES



Simmons&Simmons

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

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                                    CONTENTS


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

2.     THE FACILITY...........................................................16

3.     PURPOSE................................................................16

4.     CONDITIONS OF ADVANCE..................................................16

5.     REPAYMENT..............................................................18

6.     CANCELLATION AND PREPAYMENT............................................18

7.     INTEREST...............................................................23

8.     INTEREST PERIODS.......................................................23

9.     CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS.................24

10.    FEES ..................................................................26

11.    TAX GROSS UP AND CREDIT................................................26

12.    INCREASED COSTS........................................................28

13.    INDEMNITIES............................................................29

14.    ILLEGALITY AND MITIGATION..............................................30

15.    COSTS AND EXPENSES.....................................................32

16.    REPRESENTATIONS AND WARRANTIES.........................................32

17.    INFORMATION UNDERTAKINGS...............................................36

18.    FINANCIAL COVENANTS....................................................38

19.    GENERAL UNDERTAKINGS...................................................40

20.    EVENTS OF DEFAULT......................................................42

21.    CHANGES TO THE LENDERS.................................................46

22.    CHANGES TO THE BORROWER................................................50

23.    AGENT AND SECURITY TRUSTEE.............................................50

24.    AMENDMENTS AND DECISIONS...............................................58

25.    RETIREMENT OF AGENT AND SECURITY TRUSTEE...............................60

26.    SHARING AMONG LENDERS..................................................61

27.    PAYMENT MECHANICS......................................................63



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28.    ENFORCEMENT OF SECURITY AND DISTRIBUTION OF RECOVERIES.................64

29.    SET-OFF................................................................65

30.    CONDUCT OF BUSINESS BY THE FINANCE PARTIES.............................65

31.    NOTICES................................................................66

32.    CALCULATIONS AND CERTIFICATES..........................................67

33.    PARTIAL INVALIDITY.....................................................67

34.    REMEDIES AND WAIVERS...................................................67

35.    COUNTERPARTS...........................................................67

36.    GOVERNING LAW..........................................................67

37.    ENFORCEMENT............................................................68

SCHEDULE 1: THE LENDERS.......................................................69

SCHEDULE 2: CONDITIONS PRECEDENT..............................................70

SCHEDULE 3: NOTICES...........................................................72

SCHEDULE 4: FORM OF TRANSFER CERTIFICATE......................................74

SCHEDULE 5: FORM OF ASSIGNEE'S UNDERTAKING....................................76

SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING...............................79

SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE....................................81




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THIS AGREEMENT is made on the 8th day of August 2003

BETWEEN:

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

(2)    BANK OF CHINA (HONG KONG) LIMITED, BARCLAYS CAPITAL, BAYERISCHE
       LANDESBANK, HONG KONG BRANCH, HANG SENG BANK LIMITED, INDUSTRIAL AND
       COMMERCIAL BANK OF CHINA (ASIA) LIMITED, STANDARD CHARTERED BANK, THE
       BANK OF EAST ASIA, LIMITED and THE HONGKONG AND SHANGHAI BANKING
       CORPORATION LIMITED (together, the "Co-ordinating Arrangers" and each, a
       "Co-ordinating Arranger");

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

(4)    THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as agent (the
       "Agent"); and

(5)    THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as security
       trustee (the "Security Trustee").

IT IS AGREED as follows:



                             PART 1: INTERPRETATION

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this Agreement (including the Schedules):

       "Account Bank" means the bank at which the Prepayment Account is held
       being The Hongkong and Shanghai Banking Corporation Limited.

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

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

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

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

       "Agent-Related Persons" means the Agent, the Security Trustee, the
       Co-ordinating Arrangers and any successor Agent or Security Trustee
       arising under clause 25 (Retirement of Agent and Security Trustee)
       together with their respective Affiliates and the


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       officers, directors, employees, agents and attorneys-in-fact of such
       persons and Affiliates.

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

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

       "Available Commitment" means, in relation to a Facility, a Lender's
       Commitment under that Facility minus:

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

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

       "Available Facility" means, in relation to a Facility, the aggregate for
       the time being of each Lender's Available Commitment in respect of that
       Facility.

       "Availability Period" means:

       (A)    in relation to Facility A the period from and including the date
              of this Agreement to and including the earlier of the date
              falling 3 Months after the date of this Agreement and the day on
              which the Facility A Loan is made; and

       (B)    in relation to Facility B, the period from and including the date
              of this Agreement to and including the date falling 1 Month
              before the Final Repayment Date.

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

       (A)    any moneys borrowed;

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

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

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

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

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


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

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

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

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

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

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

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

       exceeds:

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

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

       "Commitment" means a Facility A Commitment or a Facility B Commitment.

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

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

       "Continuing", in the context of an Event of Default or Potential Event
       of Default, means:

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


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

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

              (2)    the underlying circumstances which caused that Event of
                     Default or Potential Event of Default have been remedied
                     to the reasonable satisfaction of the Agent and the
                     resulting position is what it would have been if such
                     Event of Default or Potential Event of Default had not
                     occurred (so that, for example, in the case of the late
                     delivery of a document which is subsequently
                     satisfactorily delivered, or the withdrawal or settlement
                     of a claim the existence or pursuance of which constituted
                     an Event of Default or Potential Event of Default, that
                     Event of Default or Potential Event of Default is not
                     continuing once the underlying circumstances no longer
                     apply); or

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

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

       "Costs" means in respect of any sale, transfer or disposal:

       (A)    all reasonable costs, fees (including legal fees), expenses
              incurred or paid to third parties on arm's length terms solely
              attributable thereto and liabilities to Tax; and

       (B)    all reasonable provisions for any capital Tax arising therefrom.

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

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

       "Drawdown Notice" means a notice substantially in the form set out in
       Part 1 of Schedule 3 (Notices).

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

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


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       "Facility" means Facility A or Facility B.

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

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

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

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

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

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

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

       "Fair Market Value" means, in relation to the disposal of any asset, the
       price which it would be reasonable to expect could be achieved on a
       disposal of such asset on arm's length terms to a third party which is
       not an Affiliate of the person disposing of such asset.

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

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

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

       (B)    the letter between the Agent, the Security Trustee and the
              Borrower dated on or about the date hereof,


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

       "Final Repayment Date" means the date falling 84 Months after the
       earlier of the date on which the Facility A Loan is made and the date on
       which the Facility A Commitment is otherwise cancelled in full.

       "Finance Documents" means this Agreement, each Security Document, the
       US$260 Million Subordinated Loan Accession Deed, the US$450 Million
       Subordinated Loan Accession Deed, each Fee Letter, any subordination
       deed or inter creditor agreement entered into by or on behalf of the
       Lenders in respect of any Subordinated Indebtedness and any other
       document designated as such by the Agent and the Borrower and "Finance
       Document" means each or any of them as the context may require.

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

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

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

       "Fitch" means Fitch Ratings.

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

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

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

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

       (A)    the Screen Rate; or

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


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

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

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

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

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

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

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

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

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

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

       "Lender" means:

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

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

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

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

       "Loan" means the Facility A Loan or a Facility B Loan.

       "Majority Lenders" means:


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

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

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

                                                             Applicable Margin
              Moody's                  S&P / Fitch             (% per annum)
              -------                  -----------           -----------------

       Rated lower than Baa3      Rated lower than BBB-            0.495
               Baa3                        BBB-                    0.425
               Baa2                        BBB                     0.375
          Baa1 or higher             BBB+ or higher                0.325

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

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

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

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

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

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


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       "Net Proceeds" means the cash proceeds received by the Borrower or (as
       the case may be) any of its Subsidiaries from any sale, assignment,
       transfer or disposal of assets less Costs.

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

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

       "Permitted Encumbrances" means:

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

       "Prepayment Account" means the interest bearing Hong Kong Dollar account
       (including any sub-accounts thereof) in the name of the Borrower held
       with the Account Bank for the purposes of mandatory prepayments under
       clause 6.4 (Mandatory prepayment on disposal of Core Business Assets).


                                      10
<PAGE>


       "Prepayment Account Charge" means a deed of charge over the Prepayment
       Account granted by the Borrower in favour of the Security Trustee in the
       Agreed Terms.

       "Prepayment Date" means in relation to any balance standing to the
       credit of the Prepayment Account, the last day of the current Interest
       Period save in respect of any amounts deposited into the Prepayment
       Account less than 3 Business Days' prior to the last day of the current
       Interest Period in which case the Prepayment Date will be the last day
       of the next succeeding Interest Period.

       "Principal Subsidiary" means a Subsidiary of the Borrower:

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

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

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

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

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

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

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


                                      11
<PAGE>


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

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

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

       "Reference Banks" means, subject to clause 21.6 (Reference Banks), the
       principal Hong Kong offices of each of The Hongkong and Shanghai Banking
       Corporation Limited, Standard Chartered Bank, Bayerische Landesbank,
       Hong Kong Branch and Industrial and Commercial Bank of China (Asia)
       Limited or such other banks as may be appointed by the Agent in
       consultation with the Borrower.

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

       "Reservations" means:

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

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

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

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

       "Rollover Loan" means a Facility B Loan:

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

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

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

       "Screen Rate" means the percentage rate per annum equal to the rate for
       deposits in


                                      12
<PAGE>


       Hong Kong Dollars which is displayed on the Moneyline Telerate Page
       9898, provided that if the relevant page is replaced or service ceases
       to be available, the Agent may specify another page or service
       displaying the appropriate rate after consultation with the Borrower and
       all of the Lenders.

       "Security Documents" means the Prepayment Account Charge and any other
       document under which any security is granted by the Borrower to the
       Security Trustee as required pursuant to the terms of this Agreement.

       "Selection Notice" means a notice substantially in the form set out in
       Part 2 of Schedule 3 (Notices) given in accordance with clause 8
       (Interest Periods).

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

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

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

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

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

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

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

       "Termination Date" means in respect of a Facility the last day of the
       Availability Period of such Facility.

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


                                      13
<PAGE>


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

       "Total Commitments" means the aggregate for the time being of the Total
       Facility A Commitments and the Total Facility B Commitments, being, at
       the date of this Agreement, HK$2,800,000,000.

       "Total Facility A Commitments" means the aggregate of the Facility A
       Commitments, being HK$1,400,000,000 at the date of this Agreement.

       "Total Facility B Commitments" means the aggregate of the Facility B
       Commitments, being HK$1,400,000,000 at the date of this Agreement.

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

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

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

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

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

       "US$260 Million Subordinated Loan Accession Deed" means an accession
       deed to a Group Subordination Deed dated 11 March 2002 in respect of the
       US$260 million subordinated loan advanced by the Parent to the Borrower
       on 18 October 2001.

       "US$450 Million Subordinated Loan Accession Deed" means an accession
       deed to a Group Subordination Deed dated 11 March 2002 in respect of the
       US$450 million subordinated loan advanced by the Parent to the Borrower
       on 29 January 2002.

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

1.2    Construction

       (A)    Any reference in this Agreement to:

              (1)    "assets" of any person shall be construed as a reference
                     to the whole or any part of its business, undertaking,
                     property, shareholdings, assets and revenues (including
                     any right to receive revenues and uncalled capital),
                     whether owned as at the date hereof or acquired or owned
                     thereafter;

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

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


                                      14
<PAGE>


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

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

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

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

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

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

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

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

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

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

              (14)   "Barclays Capital" is a reference to Barclays Capital, the
                     investment banking division of Barclays Bank PLC.

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

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


                                      15
<PAGE>


                            PART 2: THE FACILITIES

2.     THE FACILITIES

2.1    The Facilities

       Subject to the terms of this Agreement, the Lenders agree to make
       available to the Borrower:

       (A)    a Hong Kong Dollar term loan facility in an aggregate amount
              equal to the Total Facility A Commitments; and

       (B)    a Hong Kong Dollar revolving loan facility in an aggregate amount
              equal to the Total Facility B Commitments.

2.2    Finance Party's rights and obligations

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

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

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

3.     PURPOSE

3.1    Purpose

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

3.2    Monitoring

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

4.     CONDITIONS OF ADVANCE

4.1    Initial conditions precedent

       The Borrower may not deliver the Drawdown Notice unless the Agent has
       received all of the documents appearing to conform on their face to
       those listed in Schedule 2 (Conditions Precedent). The Agent shall
       notify the Borrower and the Lenders promptly upon such receipt.


                                      16
<PAGE>


4.2    Further conditions precedent

       The Lenders will make an advance to the Borrower if:

       (A)    Drawdown Notice: the Agent shall have received a Drawdown Notice,
              not later than 10:00 a.m. (or such later time on the same day as
              the Agent may agree) not less than 3 Business Days (or in the
              case of the Drawdown Notice for the Facility A Loan, 1 Business
              Day) before the proposed Drawdown Date and the proposed Drawdown
              Date is a Business Day which is or precedes the relevant
              Termination Date;

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

              (1)    equal to the relevant Available Facility or

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

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

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

       (E)    No market disruption: none of the events described in clause 9.2
              (Market disruption and alternative interest rates) has occurred;

       (F)    No Material Adverse Change: no Material Adverse Change has
              occurred since the date of this Agreement or, if later, the date
              of the latest Financial Statements delivered to the Agent under
              clause 17.1 (Financial Statements);

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

       (H)    Facility A Loan: if such advance is a Facility A Loan, no prior
              Facility A Loan has been advanced.

4.3    Drawdown Notice irrevocable

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

4.4    Notification of Drawdown Notice

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


                                      17
<PAGE>


       proposed Loan on the proposed Drawdown Date in accordance with clause
       4.5 (Payment of loan proceeds).

4.5    Payment of loan proceeds

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

                PART 3: REPAYMENT, CANCELLATION AND PREPAYMENT

5.     REPAYMENT

5.1    Repayment of the Facility A Loan

       (A)    The Borrower shall repay the Facility A Loan in full on the Final
              Repayment Date.

       (B)    The Borrower may not reborrow any part of the Facility A which is
              repaid, cancelled or prepaid.

5.2    Repayment of Facility B Loans

       (A)    Subject to clause 5.2(C), the Borrower shall repay each Facility
              B Loan on the last day of its Interest Period.

       (B)    Subject to the terms of this Agreement, any amount repaid
              pursuant to clause 5.2(A) may be reborrowed.

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

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

6.     CANCELLATION AND PREPAYMENT

6.1    Mandatory cancellation

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


                                      18
<PAGE>


6.2    Voluntary cancellation

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

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

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

6.3    Voluntary prepayment

       The Borrower may prepay the whole or any part of the Facility A Loan
       on any relevant Interest Payment Date without any premium or penalty
       if:

       (A)    it has given to the Agent not less than 3 Business Days' (or such
              shorter period as the Majority Lenders may agree) prior written
              notice of the date and the amount of the prepayment;

       (B)    in the case of prepayment of part of the Facility A Loan, the
              amount prepaid shall be a minimum of HK$200,000,000 and an
              integral multiple of HK$40,000,000; and

       (C)    such prepayment is made together with accrued interest on the
              amount prepaid and all other sums then due and payable to the
              Facility A Lenders under the Finance Documents calculated up to
              the date of prepayment.

6.4    Mandatory Prepayment on disposal of Core Business Assets

       (A)    The Borrower or any other Borrower Group Company may dispose of
              or assign any part of its Core Business assets or ownership in
              the Core Business to other parties on arm's length terms provided
              that:

              (1)    each such disposal is reported in writing by the Borrower
                     to the Agent within 5 Business Days of the disposal
                     setting out details of the disposal and the amount of the
                     Disposal Proceeds (as defined below) received by the
                     relevant Borrower Group Company in respect of such
                     disposal;

              (2)    within 10 Business Days following each disposal notified
                     to the Agent pursuant to sub-paragraph (1) above, the
                     Borrower shall either (i) cause an amount equal to the Net
                     Prepayment Amount (as defined below) (if any) to be
                     deposited into the Prepayment Account or (ii) if such
                     deposit would cause a breach of any provision having a
                     similar effect to and containing similar restrictions to
                     those in clause 19.3 (Negative pledge) under any document
                     entered into in respect of the Indebtedness of any
                     Borrower Group Company, effect a prepayment in an amount
                     equal to the Net Prepayment Amount (as defined below) (if
                     any), such prepayment to be made together with accrued
                     interest on the amount prepaid and to the extent such
                     prepayment occurs otherwise than on an Interest Payment
                     Date, the Borrower shall also be liable for any Break
                     Costs in respect thereof; and


                                      19
<PAGE>


              (3)    the remaining provisions of this clause 6.4 are complied
                     with,

              and PROVIDED FURTHER THAT in relation to any injection of Core
              Business assets into any joint venture, the mandatory prepayment
              provisions of this clause 6.4 shall apply as if the injection of
              such assets was a disposal by the Borrower Group into the joint
              venture unless such asset is injected into a joint venture in
              respect of which the Borrower is the majority owner and retains
              control. (For the avoidance of doubt "majority owner" means owner
              of more than 50% of the paid up share capital of any company or
              corporation).

              "Disposal Proceeds" means the Net Proceeds (where such disposal
              is wholly for cash) or the Fair Market Value less Costs (where
              such disposal is in whole or in part for consideration other than
              cash).

              "Net Prepayment Amount" means an amount calculated in accordance
              with the following formula:

                           [             30 ]     C
                     NPA  =[ (A - B) x  ----] x  ---
                           [             100]     D


                      Where:

                      NPA =  Net Prepayment Amount

                      A   =  in relation to any Core Business disposal, an
                             amount equal to the Disposal Proceeds received by
                             the relevant Borrower Group Company

                      B   =  the amount by which the HK$ equivalent of all
                             Disposal Proceeds (excluding the proceeds
                             comprising A) relating to Core Business disposals
                             during the then current Financial Year is less than
                             HK$1,000 million

                      C   =  the aggregate amount of the Facility A Loan
                             outstanding on the date of the disposal

                      D   =  the aggregate amount of the Facility A Loan
                             outstanding on the date of the disposal plus the
                             aggregate principal amount outstanding on the date
                             of the disposal under each other loan facility
                             which would be required to be prepaid under which
                             any Borrower Group Company is subject to a similar
                             mandatory prepayment covenant in respect of the
                             disposal of the Core Business assets (an "Other
                             Financing Arrangement").

              (B)    The Borrower shall at least 3 Business Days prior to the
                     date of deposit into the Prepayment Account or, as the
                     case may be, prepayment pursuant to sub-paragraph (A)(2)
                     of clause 6.4 deliver to the Agent a letter certifying:

                     (1)    the Net Prepayment Amount;

                     (2)    the date on which such amount will be deposited or,
                            as the case may be, prepaid; and


                                      20
<PAGE>


                     (3)    the aggregate principal amount outstanding on the
                            date of the relevant disposal under each Other
                            Financing Arrangement.

       (C)    The Borrower shall, from time to time, notify the Agent of each
              Other Financing Arrangement within 20 Business Days after
              financial closing thereof.

       (D)    Each of the Agent, the Security Trustee and the Account Bank is
              hereby authorised by the Borrower to take all steps necessary to
              facilitate the prepayment pursuant to this clause 6.4. The Agent
              shall apply all of the monies representing principal standing to
              the credit of the Prepayment Account together with any interest
              accrued on such sum calculated up to the Business Day immediately
              preceding the Prepayment Date (the "Mandatory Prepayment Amount")
              in effecting a prepayment hereunder in accordance with the
              following provisions of this clause 6.4.

       (E)    The Agent, having determined the Mandatory Prepayment Amount on
              the Business Day prior to the Prepayment Date, will, subject to
              the Mandatory Prepayment Amount being in excess of HK$10,000,000,
              on the Prepayment Date remit to each Lender under Facility A its
              proportion of such Mandatory Prepayment Amount in respect of its
              participation in the Facility A Loan.

       (F)    In relation to any disposal of Core Business assets by any member
              of the Borrower Group where such consideration is in whole or in
              part for consideration other than cash, the Borrower shall
              deliver to the Agent within 10 Business Days following any such
              disposal, a report by an independent third party valuer
              acceptable to the Agent (acting reasonably) confirming the Fair
              Market Value of the assets disposed of, provided that where the
              Fair Market Value of such assets is less than US$30,000,000 or
              its equivalent in any other currency then a certificate signed by
              a director of the Borrower as to the Fair Market Value may be
              provided instead of such third party valuation.

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

       (A)    If:

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

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

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

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

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


                                      21
<PAGE>


              to which such Interest Period relates.

6.6    Restrictions

       (A)    Any notice of cancellation or prepayment given by the Borrower
              under this clause 6 shall be irrevocable and, unless a contrary
              indication appears in this Agreement, shall specify the date or
              dates upon which the relevant cancellation or prepayment is to be
              made, the relevant Facility or (as the case may be) Facilities in
              respect of which the cancellation or prepayment is to be made and
              the amount of that cancellation or prepayment. Any cancellation
              or prepayment under this clause 6 (other than clause 6.5, where
              only the Commitment of the relevant Lender shall be reduced) in
              part shall reduce the Commitment of each Lender under the
              relevant Facility rateably.

       (B)    The Borrower may not reborrow any part of Facility A which is
              prepaid.

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

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

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

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

6.7    Interest on Prepayment Account

       (A)    The Account Bank agrees to use its reasonable efforts to accrue
              interest on the amounts standing to the credit of the Prepayment
              Account at the best rate it is then reasonably able to obtain in
              relation to such amounts.

       (B)    Interest on all sums standing to the credit of the Prepayment
              Account shall accrue from and including the relevant date of
              credit to the Prepayment Account to and excluding the relevant
              date of prepayment on a daily basis and shall be calculated on
              the basis of the actual number of days elapsed and a 365 day
              year. The Account Bank shall promptly notify the Borrower of the
              interest rate determined under this clause 6.7.

       (C)    Subject to no Event of Default having occurred which is
              Continuing accrued interest standing to the credit of the
              Prepayment Account which has not been applied in effecting a
              Prepayment shall be remitted to the Borrower on the Business Day
              following the relevant Prepayment Date.


                                      22
<PAGE>


                           PART 4: COSTS OF ADVANCE

7.     INTEREST

7.1    Calculation of interest

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

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

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

7.2    Payment of interest

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

7.3    Default interest rate

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

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

7.4    Notification of rates of interest

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

8.     INTEREST PERIODS

8.1    Selection of Interest Periods

       (A)    The Borrower may select an Interest Period for a Loan in a
              Drawdown Notice or (if


                                      23
<PAGE>


              such Loan is the Facility A Loan and has already been borrowed)
              in a Selection Notice.

       (B)    Each Selection Notice is (subject to this clause 8.1(B))
              irrevocable and must be delivered to the Agent by the Borrower
              not later than 11:00 a.m. on or before the day falling 3 Business
              Days before the first day of the relevant Interest Period. Where
              the Borrower selects an Interest Period of 6 Months or longer (if
              available):

              (1)    the Borrower shall specify a Fallback Period;

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

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

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

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

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

       (F)    Each Interest Period shall start on the relevant Drawdown Date or
              (in the case of the Facility A Loan which is already made) on the
              last day of the preceding Interest Period.

9.     CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS

9.1    Absence of quotations

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

9.2    Market disruption and alternative interest rates

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


                                      24
<PAGE>


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

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

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

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

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

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

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

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

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

9.3    Break Costs

       (A)      The Borrower shall, within five Business Days of demand by a
                Finance Party, pay to that Finance Party its Break Costs
                attributable to all or any part of a Loan or


                                      25
<PAGE>


              Unpaid Sum being paid by the Borrower on a day other than the
              last day of an Interest Period for that Loan or Unpaid Sum.

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

10.    FEES

10.1   Facility fee

       The Borrower shall pay to the Agent (for the account of each Lender in
       respect of its Commitment under each Facility) a facility fee at the
       rate of 0.325 per cent. per annum and calculated on the amount of the
       Total Commitments from time to time, such fee to be payable (1)
       quarterly in arrears, with the first payment being made on the day
       falling 3 months after the Facility A Loan has been made, and (2) on
       the day on which all Loans have been repaid in full and the Available
       Facility in relation to Facility B is cancelled and reduced to zero.

10.2   Front-end fee

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

10.3   Agency fee

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


                    PART 5: ADDITIONAL PAYMENT OBLIGATIONS

11.    TAX GROSS UP AND CREDIT

11.1   Definitions

       (A)    In this clause 11:

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

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

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

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


                                      26
<PAGE>


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

11.2   Tax gross-up

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

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

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

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

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

11.3   Indemnity

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

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

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

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

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


                                      27
<PAGE>


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

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

11.4   Tax Credit

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

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

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

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

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

11.5   Stamp taxes

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

12.    INCREASED COSTS

12.1   Increased Costs

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

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

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


                                      28
<PAGE>


              (2)    an additional or increased cost; or

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

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

12.2   Increased Costs claims

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

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

12.3   Exceptions

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

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

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

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

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

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

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

13.    INDEMNITIES

13.1   Currency indemnity

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

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


                                      29
<PAGE>


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

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

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

13.2   Other indemnities

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

       (A)    the occurrence of any Default;

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

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

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

13.3   Indemnity to the Agent

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

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

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

14.    ILLEGALITY AND MITIGATION

14.1   Illegality

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

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


                                      30
<PAGE>


       (B)    upon the Agent notifying the Borrower, the relevant Commitments
              (under Facility A and Facility B) of that Lender will be
              immediately cancelled. If a Lender's Commitments are cancelled in
              accordance with the terms of this Agreement after the Agent has
              received a Drawdown Notice, then the amount to be advanced
              thereunder shall be reduced accordingly; and

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

14.2   Mitigation

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

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

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

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

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

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


                                      31
<PAGE>


15.    COSTS AND EXPENSES

15.1   Transaction expenses

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

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

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

15.2   Amendment costs

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

15.3   Enforcement costs

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


          PART 6: REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

16.    REPRESENTATIONS AND WARRANTIES

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

16.1   Status

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

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

16.2   Binding obligations

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


                                      32
<PAGE>


16.3   Non-conflict with other obligations

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

       (A)    any law or regulation applicable to it;

       (B)    its constitutional documents; or

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

16.4   Power and authority

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

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

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

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

16.5   Validity and admissibility in evidence

       Subject to the Reservations, all Authorisations required or desirable:

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

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

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

16.6   No Event of Default

       No Event of Default has occurred which is Continuing.


                                      33
<PAGE>


16.7   Financial Statements

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

16.8   No litigation

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

16.9   No Material Adverse Change

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

16.10  Material business and consents

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

16.11  Telecommunications compliance

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

16.12  Governing law and enforcement

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

16.13  Deduction of Tax

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


                                      34
<PAGE>


16.14  No filing or stamp taxes

       Save for registration of the Security Documents at the Companies
       Registry within the statutorily prescribed period and payment of the
       registration fees in relation thereto, under the laws of Hong Kong it
       is not necessary that the Finance Documents be filed, recorded or
       enrolled with any court or other authority in that jurisdiction or
       that any stamp, registration or similar tax be paid on or in relation
       to the Finance Documents or the transactions contemplated by the
       Finance Documents.

16.15  Pari passu ranking

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

16.16  Share capital interests

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

16.17  No Encumbrances

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

       (B)    Neither the execution of any Security Document nor the
              performance by or exercise of any rights of the Borrower under
              the terms of any such document will result in the existence of,
              or oblige the Borrower to create, any Encumbrance which is not
              permitted under clause 19.3 (Negative pledge) in favour of any
              person over the whole or any part of the undertaking or assets
              (present or future) of the Borrower.

16.18  Repetition

       There shall be deemed to be repeated:

       (A)    on each Drawdown Date; and

       (B)    on the first day of each Interest Period

       each of the representations and warranties contained in clauses 16.1
       (Status), 16.2 (Binding obligations), 16.3 (Non-conflict with other
       obligations), 16.4 (Power and authority), 16.5 (Validity and
       admissibility in evidence), 16.6 (No Event of Default), 16.7 (Financial
       Statements), 16.8 (No litigation), 16.10 (Material business and
       consents) 16.11 (Telecommunications compliance), 16.12 (Governing law
       and enforcement) and 16.15 (Pari passu ranking), by reference to the
       facts and circumstances existing as at such date; except in the case of
       the representation and warranty set out in clause 16.7 (Financial
       Statements) which shall be deemed to be repeated by reference to the
       most recent Financial Statements delivered to the Agent under clause
       17.1 (Financial Statements). In addition, the representations and
       warranties set out in clause 16.16 (Share capital interests) shall be
       repeated only on the earlier of the first Drawdown Date and the last day
       of the Availability Period for Facility A, and the representations and
       warranties set out in


                                      35
<PAGE>


       clause 16.9 (No Material Adverse Change) shall be repeated only on each
       Drawdown Date by reference to the most recent Financial Statements
       delivered to the Agent under clause 17.1 (Financial Statements).

17.    INFORMATION UNDERTAKINGS

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

17.1   Financial Statements

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

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

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

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

17.2   Requirements as to Financial Statements

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


                                      36
<PAGE>


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

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

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

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

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

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

17.3   Information: miscellaneous

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

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

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

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

       (D)    as soon as reasonably practicable after the Borrower becomes
              aware of the same, any statement, direction, notice,
              determination, guideline, code of practice issued


                                      37
<PAGE>


              by any Telecommunications Authority which amends, revokes, limits
              or suspends any of the Telecommunications Authorisations granted
              to any Borrower Group Company or which imposes any condition or
              obligation on any Borrower Group Company (in addition to those to
              which it is already subject as at the date of this Agreement)
              which may have a Material Adverse Effect.

18.    FINANCIAL COVENANTS

18.1   Definitions

       In this clause 18:

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

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

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

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

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


                                      38
<PAGE>


18.2   Financial undertakings

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

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

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

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

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

18.3   Terms of subordination

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

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

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

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

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


                                      39
<PAGE>


19.    GENERAL UNDERTAKINGS

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

19.1   Authorisations

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

19.2   Compliance with laws

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

19.3   Negative pledge

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

       (A)    Permitted Encumbrances;

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

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


                                      40
<PAGE>


19.4   Pari passu

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

19.5   Maintenance of licences

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

19.6   Notification of Events of Default

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

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

19.7   Consents and filings

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

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

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

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

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

19.8   Access

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

19.9   Future borrowings

       In relation to any future borrowing by any Borrower Group Company, the
       Borrower shall:


                                      41
<PAGE>


       (A)    and shall procure that each other Borrower Group Company shall,
              only agree to any provision for mandatory prepayment on disposal
              of Core Business assets in any agreement relating to such
              borrowing on terms which are similar to and consistent with those
              set out herein; and

       (B)    procure each relevant party to such future borrowing to, only
              agree to and enter into any subordination arrangements contained
              in or contemplated by or entered into in respect of such future
              borrowing which are on the same basis and subject to the same
              terms and conditions as those contained in or contemplated by or
              entered into in respect of the relevant Finance Documents.

19.10  No mergers

       The Borrower shall not merge or consolidate with any other person,
       enter into any demerger transaction or participate in any other type
       of corporate reconstruction unless a continuing entity is the Borrower
       and no breach of any other provision hereunder would result from such
       merger. Any merger, consolidation, demerger or reconstruction of any
       other Borrower Group Company shall be deemed to be a "disposal" for
       the purposes of paragraph (A) of clause 6.4 (Mandatory prepayment on
       disposal of Core Business Assets) unless the continuing entity is
       majority owned and controlled by the Borrower and there would be no
       breach of any other provision of this Agreement.

19.11  Arm's length transactions

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

19.12  Prepayment of existing indebtedness

       The Borrower shall prepay in full the two HK$5,000,000,000 term loan
       facilities dated 7 March 2002 and 17 April 2002 respectively to which
       it is a party as borrower on or before 25 August 2003 or, failing
       which, to obtain within 14 days thereafter from all the lenders under
       any such facilities which remain outstanding at such time the consent
       to the amendment of "Net Prepayment Amount" (as used in such
       facilities) to include (at least) the Facility A Loan so that the
       relevant amount to be applied for mandatory prepayment under such loan
       facilities will be used to effect prepayment of such loan facilities
       and Facility A (at least) on a pro rata basis.

20.    EVENTS OF DEFAULT

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

       (A)    Non-payment

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

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

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


                                      42
<PAGE>


       (B)    Financial covenants

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

       (C)    Breach of specific covenants

              The Borrower fails to comply with clause 19.3 (Negative pledge)
              and/or clause 19.10 (No mergers).

       (D)    Other obligations

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

       (E)    Misrepresentation

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

       (F)    Insolvency

              The Borrower or any Principal Subsidiary:

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

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

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

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

              (5)    files a moratorium or has a moratorium declared in respect
                     of all or any class


                                      43
<PAGE>


                     of its indebtedness for Borrowed Money.

       (G)    Insolvency proceedings

              (1)    Winding up:

                     (a)    a meeting is convened; or

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

                     (c)    an order is made; or

                     (d)    a resolution is passed

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

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

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

       (H)    Creditors' process and distress

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

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

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

       (I)    Expropriation

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


                                      44
<PAGE>


       (J)    Auditors' report

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

       (K)    Rescission

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

       (L)    Revocation of Telecommunications Authorisation

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

       (M)    Unlawfulness

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

       (N)    Other Indebtedness

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

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

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

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

       (O)    Material Adverse Change

              There occurs a Material Adverse Change.

20.2   Acceleration

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

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


                                      45
<PAGE>


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

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

20.3   Certain Events of Default regarding Principal Subsidiaries

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


                          PART 7: CHANGES TO PARTIES

21.    CHANGES TO THE LENDERS

21.1   Assignments and transfers by the Lenders

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

       (A) assign any of its rights; or

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

       under the Finance Documents to another bank or financial institution
       or, with the prior written consent of the Borrower, to any other
       entity (the "New Lender") provided that such transfer or assignment is
       (1) in a minimum amount of HK$10,000,000 and (2) in respect of its
       rights and/or obligations under both Facilities pro rata to its
       Commitment under each Facility.

21.2   Conditions of assignment or transfer

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

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


                                      46
<PAGE>


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

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

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

21.3   Assignment or transfer fee

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

21.4   Limitation of responsibility of Existing Lenders

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

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

              (2)    the financial condition, affairs, status or nature of the
                     Borrower or any of its Subsidiaries or the observance by
                     the Borrower of any term of the Finance Documents;

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

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

              and any representations or warranties implied by law are
              excluded.

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

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


                                      47
<PAGE>


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

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

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

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

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

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

21.5   Procedure for transfer

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

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

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

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

              (3)    the New Lender(s) and the Finance Parties shall acquire
                     the same rights and assume the same obligations between
                     themselves as they would have acquired and assumed had the
                     New Lender(s) been original parties to the Finance
                     Documents as Lender(s) with the rights and obligations
                     acquired and


                                      48
<PAGE>


                     assumed as a result of such transfer (and, to that extent,
                     the Existing Lender(s) and the Finance Parties shall each
                     be released from further obligations to each other under
                     the Finance Documents); and

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

21.6   Reference Banks

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

21.7   Sub-participations

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

21.8   Limitation of specified indemnities

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

21.9   Confidentiality

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

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

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

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

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

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

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

       and in the case of paragraphs (A), (B) and (C) above, subject to
       requiring and receiving a written confidentiality undertaking
       substantially in the form of Schedule 6 (Form of


                                      49
<PAGE>


       Confidentiality Undertaking), a copy of which shall, as soon as
       practicable, be delivered to the Borrower.

21.10  Agent's notification

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

21.11  Universal succession

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

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

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

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

22.    CHANGES TO THE BORROWER

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


                         PART 8: THE FINANCE PARTIES

23.    AGENT AND SECURITY TRUSTEE

23.1   Appointment

       (A)    Appointment: Each Lender appoints:

              (1)    the Agent to act as its agent in connection with this
                     Agreement; and

              (2)    the Security Trustee to act as its agent and trustee in
                     relation to the Security Documents;

       and authorises each of the Agent and the Security Trustee:


                                      50
<PAGE>


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

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

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

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

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

23.2   Powers

       Each of the Agent and the Security Trustee may:

       (A)    assume that:

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

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

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

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

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

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


                                      51
<PAGE>


              superseded by a further such notice;

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

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

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

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

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

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

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

       (J)    perform any of its duties, obligations and responsibilities under
              the Finance Documents by or through its personnel or agents;

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

       (L)    carry on any banking or other business with any member of the
              Group without liability to account as though it were not the
              Agent or the Security Trustee and without notice to or consent of
              the Lenders and shall be under no obligation to provide any
              information regarding any member of the Group which it receives
              as a result of such activities to any other Finance Party. With
              respect to its participation


                                      52
<PAGE>


              in any Facility, the Agent and the Security Trustee shall have
              the same rights and powers under this Agreement as any other
              Lender and may exercise the same as though it were not the Agent
              or the Security Trustee;

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

       (N)    procure that any investment or any part of the property charged
              or assigned under the Security Documents or the proceeds thereof
              is held and/or registered in the name of its nominee; and
              delegate from time to time by power of attorney or otherwise to
              any person it thinks fit any of its rights, trusts, powers,
              authorities or discretions vested in it by any Finance Document
              which, in each case, relate to purely administrative acts only
              and on any terms and subject to any conditions or regulations as
              it thinks fit.

23.3   Duties

       Each of the Agent and the Security Trustee shall:

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

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

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

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

       (E)    if so instructed by the Majority Lenders, except in circumstances
              set out in clause 28.1 (Enforcement), refrain from exercising any
              right, power or discretion vested in it under the Finance
              Documents; and

       (F)    refrain from beginning any legal action or proceedings in
              connection with the Finance Documents on behalf of any Finance
              Party until such Finance Party has given its written consent to
              the proposed action.

       This clause relates to every consent to be given, decision to be taken,
       discretions to be exercised, or determination to be made which is
       expressed to be made or taken by the Agent or the Security Trustee,
       except where the words "at the request of any Lender" or


                                      53
<PAGE>


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

23.4   Exoneration

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

       (A)    be bound to enquire as to:

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

              (2)    the occurrence or otherwise of any Event of Default or
                     Default;

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

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

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

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

       (D)    be under any fiduciary or other duty towards any Finance Party or
              under any obligations (including any liability to hold any money
              paid to it on trust or be liable to account for interest on such
              money) other than those expressly provided for in clause 28.2
              (Recoveries to be held on trust) of this Agreement;

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

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

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

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

              (4)    for any recital, statement, representation or warranty
                     made by any Borrower


                                      54
<PAGE>


                     Group Company or any officer thereof, contained in any
                     Finance Document, or in any certificate, report, statement
                     or other document referred to or provided for in, or
                     received by it under or in connection with any Finance
                     Document; or

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

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

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

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

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

23.5   Lenders' indemnity

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

23.6   Disclaimer

       The Agent, the Security Trustee, the Co-ordinating Arrangers and the
       Lenders accept no responsibility to any other Finance Party for the
       accuracy and/or completeness of any information supplied in connection
       with any Finance Document or for the legality, validity,
       effectiveness, adequacy or enforceability of any Finance Document and
       the Agent, the


                                      55
<PAGE>


       Security Trustee, the Co-ordinating Arrangers and the Lenders shall be
       under no liability to any other Finance Party as a result of taking or
       omitting to take any action in relation to any Finance Document (except
       in the case of its gross negligence or wilful misconduct of the Agent,
       the Security Trustee, the Co-ordinating Arrangers or the Lenders (as the
       case may be)).

23.7   No actions against individuals

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

23.8   Credit appraisals

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

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

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

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

23.9   Extensions of protection to Agent-Related Persons

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

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


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<PAGE>


23.10  No duties

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

23.11  Foreign security

       In relation to any Security Document governed by a law other than Hong
       Kong law each Finance Party:

       (A)    shall execute and deliver any Security Document which, under
              applicable law, cannot be entered into by the Security Trustee on
              its behalf, for example, because the security constituted by the
              Security Document must be entered into by it as creditor having a
              pro rata claim of the claims secured thereby;

       (B)    grants the Security Trustee power of representation in relation
              to the execution, enforcement and administration of the Security
              Documents; and

       (C)    shall enter into such notarial deeds or other deeds or documents
              as are required under any applicable law relating to the security
              constituted by the Security Documents to enable the Agent and the
              Security Trustee or another attorney-in-fact to execute any
              Security Document on such Finance Party's behalf and administer
              and enforce such security.

23.12  Security Trustee

       (A)    The Security Trustee hereby declares that during the period
              ending on the earlier of the last day of the period of 80 years
              from the date of this Agreement and the date that the Security
              Trustee releases the trust property held by it unconditionally it
              shall hold the trust property as trustee upon trust for the
              Finance Parties from time to time and the obligations, rights and
              benefits vested or to be vested in the Security Trustee by the
              Finance Documents or any document entered into pursuant thereto
              shall (as well after as before enforcement) be performed and (as
              the case may be) exercised in accordance with this Agreement.

       (B)    The Borrower and each of the Finance Parties agree that the
              Security Trustee shall be the joint creditor (together with the
              relevant Finance Party) of each and every obligation of the
              Borrower towards each of the Finance Parties under this
              Agreement, and that accordingly the Security Trustee will have
              its own independent right to demand performance by the Borrower
              of those obligations. However, any discharge of any such
              obligation to one of the Security Trustee or the relevant Finance
              Party shall, to the same extent, discharge the corresponding
              obligation owing to the other.

       (C)    Without limiting or affecting the Security Trustee's rights
              (under any of the Finance Documents against the Borrower or to
              act in the protection or preservation of rights under or to
              enforce any Security Document or to do any act reasonably
              incidental to any of the foregoing), the Security Trustee agrees
              with each other Finance Party severally that it will not exercise
              its rights as a joint creditor with a Finance Party.


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23.13  Accession Deeds and Subordination Deeds

       Each Lender:

       (A)    expressly authorises each of the Agent and/or the Security
              Trustee to execute on its behalf the US$260 Million Subordinated
              Loan Accession Deed and the US$450 Million Subordinated Loan
              Accession Deed, any Group Subordination Deed and any Third Party
              Subordination Deed and to undertake the obligations thereunder;

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

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

24.    AMENDMENTS AND DECISIONS

24.1   Majority Lender decisions

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

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

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

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

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

24.2   Unanimous consent

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

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

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


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<PAGE>


                     owing to any of the Lenders hereunder; or

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

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

              (5)    any release of a Security Document or any amendment,
                     waiver, discharge or termination which would prejudice the
                     Lenders' position under the Security Documents; or

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

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

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

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

              (10)   a change to the Borrower; or

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

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

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

24.3   Costs

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

24.4   Administrative determinations

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

24.5   Prior notice

       Where this Agreement provides for any matter to be determined by
       reference to the


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<PAGE>


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

24.6   Meaning of all Lenders

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

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

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

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

24.7   Lenders to act reasonably

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

25.    RETIREMENT OF AGENT AND SECURITY TRUSTEE

25.1   Notice of resignation

       Subject to this clause 25, any of the Agent or the Security Trustee
       may (and, at the request of the Majority Lenders shall) give notice of
       its wish to resign at any time by giving


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<PAGE>


       at least 30 days' prior written notice to the Borrower and the other
       Finance Parties and, in the case of the resignation of the Security
       Trustee, any other beneficiary under the Security Documents.

25.2   Appointment of successor

       If the Agent or the Security Trustee gives notice under clause 25.1
       (Notice of resignation), then the Majority Lenders, after consultation
       with the Borrower, may in writing appoint a successor with an office
       in Hong Kong. If no such successor is appointed or has not accepted
       office within 30 days of the date of service of the notice of
       resignation as replacement Agent or Security Trustee (as the case may
       be) the Agent or the Security Trustee (as the case may be) may, after
       consultation with the Borrower, appoint a successor for itself.

25.3   Provisions relating to successor

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

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

25.4   Transfer to Affiliates

       Notwithstanding the above, the Agent and the Security Trustee may
       transfer their roles to an Affiliate of the Agent and the Security
       Trustee without the need to obtain the consent of the Finance Parties,
       provided that the Agent and the Security Trustee give at least 30 days
       notice of such transfer to the Borrower and the Finance Parties.

26.    SHARING AMONG LENDERS

26.1   Payments to Lenders

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

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

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


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<PAGE>


              on the Agent in relation to the receipt, recovery or
              distribution; and

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

26.2   Redistribution of payments

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

26.3   Recovering Lender's rights

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

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

26.4   Reversal of redistribution

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

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

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

26.5   Exceptions

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

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

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

              (2)    the other Lender had an opportunity to participate in
                     those legal or arbitration


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<PAGE>


                     proceedings but did not do so as soon as reasonably
                     practicable having received notice or did not take
                     separate legal or arbitration proceedings.

27.    PAYMENT MECHANICS

27.1   Payments to the Agent

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

              (B)    Payments of principal, interest, default interest,
                     commitment fee, Taxes, Increased Costs, Unpaid Sums and
                     Break Costs shall be made in Hong Kong Dollars.

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

27.2   Distributions by the Agent

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

27.3   Distributions to the Borrower

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

27.4   Clawback

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

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


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27.5   Partial payments

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

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

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

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

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

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

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

27.6   No set-off by the Borrower

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

28.    ENFORCEMENT OF SECURITY AND DISTRIBUTION OF RECOVERIES

28.1   Enforcement

       The Security Trustee shall (subject to the provisions contained in
       clause 23.5 (Lenders' indemnity)) to the extent practicable use all
       reasonable endeavours to enforce the security constituted by the
       Security Documents at the direction of the Majority Lenders, if the
       Loans have been declared to be immediately due and payable by the
       Agent under clause 20.2 (Acceleration) and the Agent or the Security
       Trustee may in its discretion invoke the requirements of clause
       23.2(G) (Powers) as a precondition to any such action.

28.2   Recoveries to be held on trust

       The Security Trustee shall hold the Recoveries on trust for
       distribution to the Finance Parties in accordance with the provisions
       of clause 28.5 (Application of recoveries) and shall hold the security
       constituted by the Security Documents on trust for the Finance Parties
       to give effect to this Agreement and shall exercise its rights, powers
       and duties under the Security Documents (and particularly those
       concerned with the protection and enforcement of the security afforded
       by such documents) and/or under this Agreement for the benefit of all
       Finance Parties.


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<PAGE>


28.3   Perpetuity period

       The perpetuity period applicable to all trusts declared by this
       Agreement shall be 80 years.

28.4   Payment of Taxes

       Each of the Agent and the Security Trustee shall be entitled to make
       the deductions and withholdings (on account of Taxes or otherwise)
       from payments to the Agent under the Finance Documents or any other
       Finance Party, which it is required by any applicable law to make and
       to pay all Taxes assessed against it in respect of any property
       charged or assigned pursuant to the Security Documents or by virtue of
       its capacity as agent or trustee or any act done by it in such
       capacity. The Borrower agrees that the obligations secured by the
       Security Documents will only be discharged by virtue of receipt or
       recovery by the Security Trustee of monies and payments made by the
       Security Trustee to the extent the relevant Finance Party actually
       receives monies and payments from the Security Trustee.

28.5   Application of recoveries

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

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

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


                            PART 9: MISCELLANEOUS

29.    SET-OFF

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

30.    CONDUCT OF BUSINESS BY THE FINANCE PARTIES

       No provision of this Agreement will:

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

       (B)    oblige any Finance Party to investigate or claim any credit,
              relief, remission or


                                      65
<PAGE>


              repayment available to it or the extent, order and manner of any
              claim; or

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

31.    NOTICES

31.1   Communications through the Agent

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

31.2   Addresses

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

31.3   Deeming provisions

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

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

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

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

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

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


                                      66
<PAGE>


32.    CALCULATIONS AND CERTIFICATES

32.1   Accounts

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

32.2   Certificates and determinations

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

32.3   Day count convention

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

33.    PARTIAL INVALIDITY

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

34.    REMEDIES AND WAIVERS

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

35.    COUNTERPARTS

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


                    PART 10: GOVERNING LAW AND ENFORCEMENT

36.    GOVERNING LAW

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


                                      67
<PAGE>


37.    ENFORCEMENT

       Jurisdiction of Hong Kong courts:

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

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

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







                                      68
<PAGE>


                            SCHEDULE 1: THE LENDERS


<TABLE>

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

                                                                 Facility A Commitment  Facility B Commitment
                                                                 ---------------------  ---------------------
<S>                                                                        <C>                    <C>
Bank of China (Hong Kong) Limited                                          175,000,000            175,000,000

Barclays Bank PLC                                                          175,000,000            175,000,000

Bayerische Landesbank, Hong Kong Branch                                    175,000,000            175,000,000

Hang Seng Bank Limited                                                     175,000,000            175,000,000

Industrial and Commercial Bank of China (Asia) Limited                     175,000,000            175,000,000

Standard Chartered Bank                                                    175,000,000            175,000,000

The Bank of East Asia, Limited                                             175,000,000            175,000,000

The Hongkong and Shanghai Banking Corporation Limited                      175,000,000            175,000,000
                                                                         -------------          -------------
                                                          TOTAL:         1,400,000,000          1,400,000,000
                                                                         =============          =============

</TABLE>





                                      69
<PAGE>


                 SCHEDULE 2: CONDITIONS PRECEDENT (clause 4.1)


1.     Borrower Corporate Documents

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

       (B)    A certified copy of the extract of the written resolutions passed
              by all the directors of the Borrower:

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

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

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

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

       (D)    The Original Financial Statements.

       (E)    A certificate signed by a director of the Borrower to the effect
              that :

              (1)    the requisite resolutions of its board of directors have
                     been duly and properly passed and are attached;

              (2)    the resolutions in paragraph (B) are still in effect and
                     have not been varied or rescinded; and

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

2.     Legal opinions

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

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


                                      70
<PAGE>


3.     Other documents and evidence

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

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

       (C)    Bank mandate in favour of the Account Bank in respect of the
              establishment and holding of the Prepayment Account duly executed
              by the Borrower.

       (D)    Executed copies of each Finance Document (including the
              Prepayment Account Charge, the US$260 Million Subordinated Loan
              Accession Deed and the US$450 Million Subordinated Loan Accession
              Deed (together with all ancillary documents relating thereto)).

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







                                      71
<PAGE>


                              SCHEDULE 3: NOTICES


                    PART 1: DRAWDOWN NOTICE (clause 4.2(A))

From:  PCCW-HKT Telephone Limited

To:    Agent

                                                                       Date: [o]

Dear Sirs

HK$2,800,000,000 Revolving Credit and Term Loan Facility Agreement dated 8th
August 2003 with PCCW-HKT Telephone Limited as borrower (the "Facility
Agreement")

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

We:

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

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

       [o]] *

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

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

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

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

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


Yours faithfully

For and on behalf of
PCCW-HKT Telephone Limited


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



                                      72
<PAGE>


                     Part 2: SELECTION NOTICE (clause 8.1)

From:  PCCW-HKT Telephone Limited

To:    Agent

Date:  [o]


Dear Sirs

HK$2,800,000,000 Revolving Credit and Term Loan Facility Agreement dated 8th
August 2003 with PCCW-HKT Telephone Limited as borrower (the "Facility
Agreement")

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

1.       We refer to the Facility A Loan whose current Interest Period ends on
         [o].

2.       We request that the next Interest Period for the Facility A Loan is
         [o] [provided that, if this request for a 6 Month or longer period is
         not accepted by the Lenders, we shall be deemed to have requested an
         Interest Period of [one/two/three]* Month(s) being the Fallback
         Period]*.

3.       This Selection Notice is irrevocable and is governed by Hong Kong law.



Yours faithfully
For and on behalf of
PCCW-HKT Telephone Limited



........................................
Name:
Title:


* delete as appropriate




                                      73
<PAGE>


             SCHEDULE 4: FORM OF TRANSFER CERTIFICATE (clause 21.5)


To:    The Hongkong and Shanghai Banking Corporation Limited as Agent

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

Date:  [o]


Dear Sirs

HK$2,800,000,000 Revolving Credit and Term Loan Facility Agreement dated 8th
August 2003 with PCCW-HKT Telephone Limited as borrower (the "Facility
Agreement")

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

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

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

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

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

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

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








                                      74
<PAGE>


                                  THE SCHEDULE

                   Details of Participation to be transferred

Transfer Details                   :
Nature                             :      Facility A Loan and Facility B Loan(s)
Final Maturity                     :      [o]
Interest Period                    :      [o]
Participation Transferred
Commitments Transferred
         Drawn Amount              :      [o]
         Undrawn Amount            :      [o]


                      Administrative Details of New Lender

Name of New Lender:

Facility Office:

Address for service of notices (if different):

Account for payments:

Telephone:

Telex:

Facsimile:

Attention:


Date: ________________________________      Date: ______________________________




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





Date: ________________________________




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




                                      75
<PAGE>


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



To:    (1)    The Hongkong and Shanghai Banking Corporation Limited (as Agent)
              Level 16
              1 Queen's Road Central
              Hong Kong

              Attention: HSBC Agency Department

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

              Attention: Company Secretary

                                                                       Date: [o]

                             Assignee's Undertaking

This Assignee's Undertaking relates to a facility agreement (the "Agreement",
which expression shall include any amendments to it in force from time to time)
dated 8th August 2003 between PCCW-HKT Telephone Limited as Borrower, the
financial institutions listed therein as Co-ordinating Arrangers, the financial
institutions listed in Schedule 1 of the Agreement as Lenders and The Hongkong
and Shanghai Banking Corporation Limited as Agent and Security Trustee. Terms
defined in the Agreement shall have the same meanings in this Assignee's
Undertaking.

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

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

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

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

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

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


                                      76
<PAGE>


4.     The Assignee confirms that:

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

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

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

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

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

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

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

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

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

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


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







                                      77
<PAGE>



                       SCHEDULE TO ASSIGNEE'S UNDERTAKING

                    Details of Participation to be assigned

Assignment Details                   :
Nature                               :    Facility A Loan and Facility B Loan(s)
Final Maturity                       :    [o]
Interest Period                      :    [o]
Amount of Participation Assigned     :    [o]


                       Administrative Details of Assignee

Name of Assignee:

Facility Office:

Address for service of

notices (if different):

Account for payments:

Telephone:

Facsimile No:

Attention:




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

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





                                      78
<PAGE>



         SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING (clause 21.9)



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

Attention: Company Secretary

                                                                      Date: [o]

Dear Sirs

HK$2,800,000,000 Revolving Credit and Term Loan Facility Agreement dated 8th
August 2003 with PCCW-HKT Telephone Limited as borrower (the "Facility
Agreement")

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

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

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

       (b)    upon written demand from you, to:

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

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

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

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

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

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


                                      79
<PAGE>


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

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

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

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

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

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

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

This letter shall be governed by Hong Kong law.


Yours faithfully
For and on behalf of




----------------------------
[Authorised Signatory]
[Title]




                                      80
<PAGE>


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


To:    THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
       (as Agent for the Finance Parties
       participating in the agreement
       referred to below)

                                                                      Date: [o]


HK$2,800,000,000 Revolving Credit and Term Loan Facility Agreement dated 8th
August 2003 with PCCW-HKT Telephone Limited as borrower (the "Facility
Agreement")

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

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

Financial Covenants

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

(A)    EBITDA was HK$[o];

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

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

(D)    therefore:

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

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







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


* delete as appropriate




                                      81
<PAGE>


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



                                  SIGNATORIES

THE BORROWER

PCCW-HKT TELEPHONE LIMITED

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

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

Attention:     Company Secretary / Group Treasurer

By:            w. Michael Verge                           (Sd)  W. Michael Verge




THE CO-ORDINATING ARRANGERS AND THE LENDERS

BANK OF CHINA (HONG KONG) LIMITED

17/F, Bank of China Centre
11 Hoi Fai Road
West Kowloon
Hong Kong

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

Attention:     Wendy Yuen / Kenneth Man / Jenny Yu

By:            Wong Muk Po                                (Sd)  Wong Muk Po





                                      82
<PAGE>

BARCLAYS CAPITAL
as Co-ordinating Arranger

42/F Citibank Tower
3 Garden Road
Central
Hong Kong

Facsimile No:  (852) 2903 2397

Attention:     Head of Loan Operations

By:            Robin Gibbons                         (Sd)  Robin Gibbons





BARCLAYS BANK PLC
as Lender

42/F Citibank Tower
3 Garden Road
Central
Hong Kong

Facsimile No:  (852) 2903 2397

Attention:     Head of Loan Operations

By:            Robin Gibbons                         (Sd)  Robin Gibbons




BAYERISCHE LANDESBANK, HONG KONG BRANCH

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

Facsimile No:  (852) 2978 8352

Attention:     Doris Pang / Carol Chan

By:            Paul C. M. Au                         (Sd)  Paul C. M. Au

               Stephan Schmidbauer                   (Sd)  Stephan Schmidbauer




                                      83
<PAGE>


HANG SENG BANK LIMITED

16/F Hang Seng Tower
Telford Plaza
33 Wai Yip Street
Kowloon Bay
Kowloon
Hong Kong

Facsimile No:  (852) 2845 8860 / 2804 6880

Attention:     Corporate Credit Administration Dept

By:            Y.T. Ng..                                    (Sd)  Y.T. Ng

               Patrick Chan                                 (Sd)  Patrick Chan





INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED

10/F, 122-126 Queen's Road Central
Hong Kong

Facsimile No:  (852) 2851 9361

Attention:     Esther Cheng / Amy Wong
               Loans Processing Department

By:            Wilson Wan                                   (Sd)  Wilson Wan

               Ivan Chan                                    (Sd)  Ivan Chan





STANDARD CHARTERED BANK

14/F, Standard Chartered Bank Building
4-4A Des Voeux Road Central
Hong Kong

Facsimile No:  (852) 2821 1339

Attention:     Clara Wong / Henry Lai

By:            Grace Fung Oei                               (Sd)  Grace Fung Oei

               Eric T.H. Chan                               (Sd)  Eric T.H. Chan


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THE BANK OF EAST ASIA, LIMITED

18/F, 10 Des Voeux Road Central
Hong Kong

Facsimile No:  (852) 2877 5929

Attention:     William Chu / Christine Wong
               Corporate Lending & Syndication Department
               Corporate Banking Division

By:            William K.L. Chu                       (Sd)   William K.L. Chu

               Christine W.M. Wong                    (Sd)   Christine W.M. Wong





THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Hongs Division Corporate Banking
Level 9, HSBC Main Building
1 Queen's Road Central
Hong Kong

Facsimile No:  (852) 2877 2959

Attention:     Francis Leung / Taisy Liu

By:            Helen Wong                            (Sd)  Helen Wong

               Anita Fung Yuen Mei                   (Sd)  Anita Fung Yuen Mei





THE AGENT AND THE SECURITY TRUSTEE

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Level 15, HSBC Main Building
1 Queen's Road Central
Hong Kong

Facsimile No:  (852) 2523 4641
Attention:     Debt Finance, Support & Agency Services

By:            Donny Lam                             (Sd)  Donny Lam





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