EXHIBIT 4(jj)

CONFORMED COPY
DATED: 22 December 2003

Facility Agreement

between

PCCW-HKT Telephone Limited
as Borrower

Industrial and Commercial Bank of China (Asia) Limited
as Co-ordinating Arranger

The Financial Institution listed herein
as Original Lender

and

Industrial and Commercial Bank of China (Asia) Limited
as Agent







relating to




HK$2,000,000,000 REVOLVING LOAN FACILITY




Simmons&Simmons

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


1. DEFINITIONS AND INTERPRETATION                                              1

2. THE FACILITY                                                               13

3. PURPOSE                                                                    14

4. CONDITIONS OF ADVANCE                                                      14

5. REPAYMENT                                                                  15

6. CANCELLATION AND PREPAYMENT                                                16

7. INTEREST                                                                   17

8. INTEREST PERIODS                                                           18

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

10. FEES                                                                      20

11. TAX GROSS UP AND CREDIT                                                   20

12. INCREASED COSTS                                                           22

13. INDEMNITIES                                                               24

14. ILLEGALITY AND MITIGATION                                                 25

15. COSTS AND EXPENSES                                                        26

16. REPRESENTATIONS AND WARRANTIES                                            26

17. INFORMATION UNDERTAKINGS                                                  30

18. FINANCIAL COVENANTS                                                       32

19. GENERAL UNDERTAKINGS                                                      34

20. EVENTS OF DEFAULT                                                         36

21. CHANGES TO THE LENDERS                                                    40

22. CHANGES TO THE BORROWER                                                   44

23. AGENT                                                                     44

24. AMENDMENTS AND DECISIONS                                                  50

25. RETIREMENT OF AGENT                                                       53

26. SHARING AMONG LENDERS                                                     53


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27. PAYMENT MECHANICS                                                        55

28. PAYMENT OF TAXES AND RECOVERIES                                           56

29. SET-OFF                                                                   57

30. CONDUCT OF BUSINESS BY THE FINANCE PARTIES                                57

31. NOTICES                                                                   57

32. CALCULATIONS AND CERTIFICATES                                             58

33. PARTIAL INVALIDITY                                                        58

34. REMEDIES AND WAIVERS                                                      58

35. COUNTERPARTS                                                              59

36. GOVERNING LAW                                                             59

37. ENFORCEMENT                                                               59


SCHEDULE 1: THE ORIGINAL LENDER                                               60

SCHEDULE 2: CONDITIONS PRECEDENT                                              61

SCHEDULE 3: DRAWDOWN NOTICE                                                   63

SCHEDULE 4: FORM OF TRANSFER CERTIFICATE                                      64

SCHEDULE 5: FORM OF ASSIGNEE'S UNDERTAKING                                    66

SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING                               69

SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE                                    71






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THIS AGREEMENT is made on the 22nd day of December 2003

BETWEEN:

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

(2)    INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED as co-ordinating
       arranger (the "Co-ordinating Arranger");

(3)    The financial institution listed in Schedule 1 as original lender (the
       "Original Lender"); and

(4)    INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED as agent (the
       "Agent").


IT IS AGREED as follows:


                             PART 1: INTERPRETATION

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this Agreement (including the Schedules):

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

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

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

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

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

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

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


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

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

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

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

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

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

       (A)    any moneys borrowed;

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

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

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

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

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

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

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

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

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

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


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

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

       exceeds:

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

       "Fee Letter" means the letter between the Co-ordinating Arranger and
       the Borrower dated on or about the date of this Agreement setting out
       the relevant fees referred to in clause 10 (Fees).


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       "Final Repayment Date" means the date falling 72 Months after the date
       of this Agreement.

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

       "Finance Parties" means the Agent, the Co-ordinating Arranger 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.

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

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

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

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

       (A)    the Screen Rate; or

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


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

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

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

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

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

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

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

       "Lender" means:

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

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

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

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

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

       "Majority Lenders" means:

       (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.


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       "Margin" means 0.325% per annum.

       "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.

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

       "Original Lender" means the Lender whose details are set out in
       Schedule 1 (The Original Lender) to this Agreement.

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

       "Permitted Encumbrances" means:

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

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

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

       (D)    Encumbrances incurred on deposits made in the ordinary course of
              business in connection with workers' compensation, unemployment
              insurance and other types of social security or to secure the
              performance of tenders, statutory obligations,


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              surety and appeal bonds, bids, leases, government contracts or
              undertakings, performance and return of money bonds,
              interconnection, access or resale agreements with other
              telecommunications companies or organisations and similar
              obligations;

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

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

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

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

       (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;


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

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

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

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

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

       "Principal Subsidiary" means a Subsidiary of the Borrower:

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

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


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

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

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

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

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

       "Reference Banks" means, subject to clause 21.6 (Reference Banks), the
       principal Hong Kong offices of Industrial and Commercial Bank of China
       (Asia) Limited and such other banks as may be appointed by the Agent in
       consultation with the Borrower.

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

       "Reservations" means:

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

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

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

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

       "Rollover Loan" means a Loan:


                                       10
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

       "Third Party Subordination Deed" means each deed of subordination
       executed by the Borrower, the relevant Borrower Group Company (as
       borrower of the relevant Third Party


                                       11
<PAGE>


       Borrowing) and any lender (or any agent on behalf of a syndicate of
       lenders) of such Third Party Borrowing in the Agreed Terms in respect of
       such Third Party Borrowing.

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

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

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

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

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

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

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

1.2    Construction

       (A)    Any reference in this Agreement to:

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

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

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

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

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

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

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

              (8)    one gender shall include all genders, and references to the
                     singular shall


                                       12
<PAGE>


                     include the plural and vice versa;

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

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

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

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

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

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

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


                             PART 2: THE FACILITY

2.     THE FACILITY

2.1    The Facility

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

2.2    Finance Party's rights and obligations

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

       (B)    The rights of each Finance Party under or in connection with
              the Finance Documents are separate and independent rights and
              any debt arising under the


                                       13
<PAGE>


              Finance Documents to a Finance Party from the Borrower shall be a
              separate and independent debt.

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

3.     PURPOSE

3.1    Purpose

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

3.2    Monitoring

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

4.     CONDITIONS OF ADVANCE

4.1    Initial conditions precedent

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

4.2    Further conditions precedent

       The Lenders will make an advance to the Borrower if:

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

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

              (1)    equal to the Available Facility; or

              (2)    less than the Available Facility and a minimum of
                     HK$100,000,000 and a multiple of HK$10,000,000;

       (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;


                                       14
<PAGE>


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

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

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

4.3    Drawdown Notice irrevocable

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

4.4    Notification of Drawdown Notice

       Upon receipt of a Drawdown Notice in accordance with this clause 4
       (Conditions of Advance), the Agent shall promptly notify each Lender of
       the proposed Drawdown Date and the amount of each Lender's Relevant
       Percentage and subject to and in accordance with the provisions of this
       Agreement, each Lender shall make available through its Facility Office
       its Relevant Percentage of the proposed Loan on the proposed Drawdown
       Date in accordance with clause 4.5 (Payment of loan proceeds).

4.5    Payment of loan proceeds

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


                PART 3: REPAYMENT, CANCELLATION AND PREPAYMENT

5.     REPAYMENT

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

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

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


                                       15
<PAGE>


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

6.     CANCELLATION AND PREPAYMENT

6.1    Mandatory cancellation

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

6.2    Voluntary cancellation

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

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

       (B)    in the case of cancellation of part of the Available Facility, the
              amount cancelled shall be a minimum of HK$100,000,000 and
              thereafter in integral multiples of HK$10,000,000.

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

       (A)    If:

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

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

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

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

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

6.4    Restrictions

       (A)    Any notice of cancellation or prepayment given by the Borrower
              under this clause 6 shall be irrevocable and, unless a contrary
              indication appears in this Agreement, shall specify the date or
              dates upon which the relevant cancellation or prepayment is to be
              made and the amount of that cancellation or prepayment. Any
              cancellation


                                       16
<PAGE>


              or prepayment under this clause 6 (other than clause 6.3, where
              only the Commitment of the relevant Lender shall be reduced) in
              part shall reduce the Commitment of each Lender under the Facility
              rateably.

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

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

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

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


                            PART 4: COSTS OF ADVANCE

7.     INTEREST

7.1    Calculation of interest

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

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

7.2    Payment of interest

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

7.3    Default interest rate

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

       (B)    Default interest (if unpaid) arising on an Unpaid Sum will be
              compounded with the


                                       17
<PAGE>


              Unpaid Sum at the end of each Interest Period applicable to that
              Unpaid Sum but will remain immediately due and payable.

7.4    Notification of rates of interest

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

8.     INTEREST PERIODS

8.1    Selection of Interest Periods

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

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

              (1)    the Borrower shall specify a Fallback Period;

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

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

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

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

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

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

       (G)    A Loan has one Interest Period only.


                                       18
<PAGE>



9.     CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS

9.1    Absence of quotations

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

9.2    Market disruption and alternative interest rates

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

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

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

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

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

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

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

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


                                       19
<PAGE>


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

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

9.3    Break Costs

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

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

10.    FEES

10.1   Facility fee

       The Borrower shall pay to the Agent (for the account of each Lender in
       respect of its Commitment) a facility fee at the rate of 0.275 per
       cent. per annum and calculated on the amount of the Total Commitments
       from time to time, such fee to be payable (1) quarterly in arrears,
       with the first payment being made on the day falling 3 months after the
       date of this Agreement and (2) on the day on which all Loans have been
       repaid in full and the Available Facility is cancelled and reduced to
       zero.

10.2   Front-end fee

       The Borrower shall pay to the Co-ordinating Arranger a front-end fee in
       the amount and at the time 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.


                                       20
<PAGE>


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

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

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

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

11.2   Tax gross-up

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

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

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

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

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

11.3   Indemnity

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

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


                                       21
<PAGE>


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

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

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

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

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

11.4   Tax Credit

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

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

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

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

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

11.5   Stamp taxes

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

12.    INCREASED COSTS

12.1   Increased Costs

       (A)    Subject to clause 12.3 (Exceptions) the Borrower shall, within
              five Business Days of a demand by the Agent, pay for the
              account of a Finance Party the amount of


                                       22
<PAGE>


              any Increased Costs (as defined below) incurred by that Finance
              Party or any of its Affiliates as a result of (1) the introduction
              of or any change in (or in the interpretation or application of)
              any law or regulation or (2) compliance with any applicable law or
              regulation made after the date of this Agreement.

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

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

              (2)    an additional or increased cost; or

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

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

12.2   Increased Costs claims

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

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

12.3   Exceptions

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

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

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

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

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

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

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


                                       23
<PAGE>


13.    INDEMNITIES

13.1   Currency indemnity

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

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

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

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

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

13.2   Other indemnities

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

       (A)    the occurrence of any Default;

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

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

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

13.3   Indemnity to the Agent

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

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

       (B)    acting or relying on any notice, request or instruction which
              it reasonably believes


                                       24
<PAGE>


              to be genuine, correct and appropriately authorised.

14.    ILLEGALITY AND MITIGATION

14.1   Illegality

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

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

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

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

14.2   Mitigation

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

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

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

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

       then without in any way limiting, reducing or otherwise qualifying the
       rights of such Lender or the Agent, as the case may be, under any of
       those clauses, and without prejudice to the Borrower's obligations
       under those clauses, such Lender or the Agent, as the case may be,
       shall promptly upon becoming aware of the same notify the Agent thereof
       (whereupon the Agent shall promptly notify the Borrower) and such
       Lender or the Agent, as the case may be, shall enter into negotiations
       in good faith with the Agent and the Borrower for a period not
       exceeding thirty days (or such lesser period, as the parties may agree)
       with a view to mitigating or removing such circumstances by means of
       the transfer of its participation in the Facility and its rights and
       obligations hereunder and under the Finance Documents to another
       financial institution or Facility Office not affected by the
       circumstances having the results set out in (A), (B) or (C) above and
       shall otherwise take such reasonable steps as may be open to it to
       mitigate the effects of such circumstances provided that such Lender or
       the Agent, as the case may be, shall not be under any obligation to
       take any such action if, in its opinion, to do so would or might have a
       material adverse effect upon its business, operation or financial
       condition or the management of its


                                       25
<PAGE>


       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).

15.    COSTS AND EXPENSES

15.1   Transaction expenses

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

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

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

15.2   Amendment costs

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

15.3   Enforcement costs

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


          PART 6: REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

16.    REPRESENTATIONS AND WARRANTIES

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


                                       26
<PAGE>


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.

16.3   Non-conflict with other obligations

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

       (A)    any law or regulation applicable to it;

       (B)    its constitutional documents; or

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

16.4   Power and authority

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

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

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

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


                                       27
<PAGE>


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.

16.7   Financial Statements

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

16.8   No litigation

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

16.9   No Material Adverse Change

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

16.10  Material business and consents

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


                                       28
<PAGE>


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.

16.14  No filing or stamp taxes

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

16.15  Pari passu ranking

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

16.16  Share capital interests

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

16.17  No Encumbrances

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

16.18  Repetition

       There shall be deemed to be repeated on the first day of each Interest
       Period each of the representations and warranties contained in clauses
       16.1 (Status), 16.2 (Binding obligations), 16.3 (Non-conflict with
       other obligations), 16.4 (Power and authority), 16.5 (Validity and
       admissibility in evidence), 16.6 (No Event of Default), 16.7 (Financial
       Statements), 16.8 (No litigation), 16.9 (No Material Adverse Change),
       16.10 (Material business and consents) 16.11 (Telecommunications
       compliance), 16.12 (Governing law


                                       29
<PAGE>


       and enforcement) and 16.15 (Pari passu ranking), by reference to the
       facts and circumstances existing as at such date; except in the case of
       the representation and warranty set out in clauses 16.7 (Financial
       Statements) and 16.9 (No Material Adverse Change) which shall be deemed
       to be repeated by reference to the most recent Financial Statements
       delivered to the Agent under clause 17.1 (Financial Statements).

17.    INFORMATION UNDERTAKINGS

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

17.1   Financial Statements

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

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

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

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

17.2   Requirements as to Financial Statements

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


                                       30
<PAGE>


              Encumbrances referred to in paragraph (B) of clause 19.3 (Negative
              pledge) as at such date.

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

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

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

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

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

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

17.3   Information: miscellaneous

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

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

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

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


                                       31
<PAGE>


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

18.    FINANCIAL COVENANTS

18.1   Definitions

       In this clause 18:

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

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

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

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

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


                                       32
<PAGE>


       convertible into shares, (3) its Subordinated Indebtedness and (4) trade
       payables and vendor financing.

18.2   Financial undertakings

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

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

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

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

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

18.3   Terms of subordination

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

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

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

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


                                       33
<PAGE>


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

19.    GENERAL UNDERTAKINGS

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

19.1   Authorisations

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

19.2   Compliance with laws

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

19.3   Negative pledge

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

       (A)    Permitted Encumbrances;

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

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


                                       34
<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.


                                       35
<PAGE>


19.9   No mergers

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

19.10  Arm's length transactions

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

19.11  Future borrowings

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

20.    EVENTS OF DEFAULT

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

       (A)    Non-payment

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

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

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

       (B)    Financial covenants

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

       (C)    Breach of specific covenants

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

       (D)    Other obligations

              Without prejudice to paragraph (C) of clause 20.1 (Breach of
              specific covenants), the Borrower fails to comply with clause 17
              (Information undertakings) or clause 19 (General undertakings)
              unless such failure is (in the reasonable opinion of the Majority
              Lenders) capable of being remedied and is so remedied within 20


                                       36
<PAGE>


              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 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


                                       37
<PAGE>


                     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 (or its equivalent) in aggregate, and is not
                     discharged or paid out within 10 Business Days.

       (I)    Expropriation

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

       (J)    Auditors' report

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

       (K)    Rescission

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


                                       38
<PAGE>


       (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;

       (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.


                                       39
<PAGE>


                           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 in a
       minimum amount of HK$10,000,000.

21.2   Conditions of assignment or transfer

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

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

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

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

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


                                       40
<PAGE>


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;

              (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 Letter referred
                     to in clause 10.2 (Front-end 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


                                       41
<PAGE>


              (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 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 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.


                                       42
<PAGE>


21.8   Limitation of specified indemnities

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

21.9   Confidentiality

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

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

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

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

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

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

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

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

21.10  Agent's notification

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

21.11  Universal succession

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

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


                                       43
<PAGE>


       (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

23.1   Appointment

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

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

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

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

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

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


                                       44
<PAGE>


23.2   Powers

       The Agent may:

       (A)    assume that:

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

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

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

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

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

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

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

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

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

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

       (G)    refrain from taking any step to protect or enforce the rights of
              any Lender under any Finance Document and from beginning any legal
              action or proceeding arising out of or in connection with any
              Finance Document until it has been indemnified and/or secured as
              it may require (whether by way of payment in advance or otherwise)


                                       45
<PAGE>


              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
              Group Company without any liability to account;

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

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

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

23.3   Duties

       The Agent shall:

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

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


                                       46
<PAGE>


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

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

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

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

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

23.4   Exoneration

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

       (A)    be bound to enquire as to:

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

              (2)    the occurrence or otherwise of any Default;

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

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

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

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


                                       47
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

23.5   Lenders' indemnity

       Each Lender shall, on demand by the Agent, indemnify the Agent against
       any and all fees (to the extent properly chargeable by the Agent under
       any Finance Document but not promptly recovered from the Borrower),
       costs, claims and expenses and liabilities which the Agent may pay or
       incur (otherwise than by reason of its own gross negligence or wilful


                                       48
<PAGE>


       misconduct) in acting in its capacity as agent for the Finance Parties.
       The cost of indemnifying the Agent shall be borne by the Lenders in the
       proportions determined in accordance with the definition of Relevant
       Percentage. If a Lender (referred to in this clause 23.5 as a
       "defaulting Lender") fails to pay its due contribution under this
       indemnity, then the Agent may (without prejudice to its other rights
       and remedies) deduct the amount due from the defaulting Lender from any
       sums which are then or afterwards in its possession which would
       otherwise be payable to the defaulting Lender.

23.6   Disclaimer

       The Agent, the Co-ordinating Arranger and the Lenders accept no
       responsibility to any other Finance Party for the accuracy and/or
       completeness of any information supplied in connection with any Finance
       Document or for the legality, validity, effectiveness, adequacy or
       enforceability of any Finance Document and the Agent, the Co-ordinating
       Arranger 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 Co-ordinating
       Arranger or the Lenders (as the case may be)).

23.7   No actions against individuals

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

23.8   Credit appraisals

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

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

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

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

23.9   Extensions of protection to Agent-Related Persons

       (A)    All the provisions of this clause 23 and of any other provision of
              this Agreement protecting or limiting the liability of an Agent,
              or exonerating it from liability or responsibility, which may
              enure to the benefit of an Agent shall also be deemed to


                                       49
<PAGE>


              be given for the benefit of the Co-ordinating Arranger and all
              Agent-Related Persons to whom they are capable of relating or in
              respect of whom they are capable of taking effect.

       (B)    For the avoidance of doubt, the guarantee, indemnity, exonerations
              and other protections in favour of the Agent, the Co-ordinating
              Arranger, 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.

23.10  No duties

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

23.11  Accession Deeds and Subordination Deeds

       Each Lender:

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

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

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

24.    AMENDMENTS AND DECISIONS

24.1   Majority Lenders decisions

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

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

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

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


                                       50
<PAGE>


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

24.2   Unanimous consent

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

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

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

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

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

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

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

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

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

              (9)    a change to the Borrower; or

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

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

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

24.3   Costs

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


                                       51
<PAGE>


       Lenders decisions) or clause 24.2 (Unanimous Consent).

24.4   Administrative determinations

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

24.5   Prior notice

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

24.6   Meaning of all Lenders

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

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

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

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

24.7   Lenders to act reasonably

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


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<PAGE>


25.    RETIREMENT OF AGENT

25.1   Notice of resignation

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

25.2   Appointment of successor

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

25.3   Provisions relating to successor

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

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

25.4   Transfer to Affiliates

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

26.    SHARING AMONG LENDERS

26.1   Payments to Lenders

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

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

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


                                       53
<PAGE>


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


                                       54
<PAGE>


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.

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:


                                       55
<PAGE>


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

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

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

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

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

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

27.6   No set-off by the Borrower

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

28.    PAYMENT OF TAXES AND RECOVERIES

28.1   Payment of Taxes

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

28.2   Application of recoveries

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

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

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


                                       56
<PAGE>


                             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 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


                                       57
<PAGE>


                     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 Swas correctly addressed and posted, or that a
              facsimile transmission report (or other appropriate evidence) was
              obtained that the facsimile had been transmitted to the addressee.

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

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.


                                       58
<PAGE>


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.

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.






                                       59
<PAGE>


                       SCHEDULE 1: THE ORIGINAL LENDER


Name of the Original Lender                                    Commitment (HK$)
---------------------------                                    ----------------

Industrial and Commercial Bank of China (Asia) Limited
                                                                  2,000,000,000
                                                                  -------------
                                                TOTAL:            2,000,000,000
                                                                  =============







                                       60
<PAGE>


                  SCHEDULE 2: CONDITIONS PRECEDENT (clause 4.1)


1.     Borrower Corporate Documents

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

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

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

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

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

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

       (D)    The Original Financial Statements.

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

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

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

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

2.     Legal opinion

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

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


                                       61
<PAGE>


3.     Other documents and evidence

       (A)    The Fee Letter duly executed by the Borrower.

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

       (C)    Executed copies of each Finance Document.

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






                                       62
<PAGE>


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

From:  PCCW-HKT Telephone Limited

To:    Industrial and Commercial Bank of China (Asia) Limited (as Agent)
       10/F, 122-126 Queen's Road Central
       Hong Kong

       Attn: Esther Cheng / Amy Wong, Loans Processing Dept.

                                                                     Date: [o]


Dear Sirs

HK$2,000,000,000 Revolving Loan Facility Agreement dated 22 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

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


We:

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

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

       [o]] *

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

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

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

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

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


Yours faithfully


For and on behalf of
PCCW-HKT Telephone Limited

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



                                       63
<PAGE>


               SCHEDULE 4: FORM OF TRANSFER CERTIFICATE (clause 21.5)



To:    Industrial and Commercial Bank of China (Asia) Limited (as Agent)
       10/F, 122-126 Queen's Road Central
       Hong Kong

       Attn: Esther Cheng / Amy Wong, Loans Processing Dept.

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

Date:    [o]


Dear Sirs

HK$2,000,000,000 Revolving Loan Facility Agreement dated 22 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

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

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

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

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

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

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

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








                                       64
<PAGE>


                                THE SCHEDULE

                 Details of Participation to be transferred

Transfer Details                            :
Interest Period(s)                          :        [o]
Participation Transferred
Commitment Transferred
         Drawn Amount                       :        [o]
         Undrawn Amount                     :        [o]


                      Administrative Details of New Lender

Name of New Lender:

Facility Office:

Address for service of notices (if different):

Account for payments:

Telephone:

Telex:

Facsimile:

Attention:


Date: ______________________________         Date: _____________________________



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



Date: ______________________________



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




                                       65
<PAGE>



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



To:    (1)  Industrial and Commercial Bank of China (Asia) Limited (as Agent)
            10/F, 122-126 Queen's Road Central
            Hong Kong

            Attn: Esther Cheng / Amy Wong, Loans Processing Dept.

       (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 22 December 2003 between PCCW-HKT Telephone Limited as Borrower and
Industrial and Commercial Bank of China (Asia) Limited as Agent, Co-ordinating
Arranger and Original Lender. Terms defined in the Agreement shall have the same
meanings in this Assignee's Undertaking.

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

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

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

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

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

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

5.     The Assignee confirms that:


                                       66
<PAGE>


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

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

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

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

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

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

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

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

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

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


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








                                       67
<PAGE>


                       SCHEDULE TO ASSIGNEE'S UNDERTAKING

                     Details of Participation to be assigned

Assignment Details                            :
Interest Period(s)                            :      [o]
Amount of Participation Assigned              :      [o]


                       Administrative Details of Assignee

Name of Assignee:

Facility Office:

Address for service of

notices (if different):

Account for payments:

Telephone:

Facsimile No:

Attention:




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


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





                                       68
<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$2,000,000,000 Revolving Loan Facility Agreement dated 22 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

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

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

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

       (b)    upon written demand from you, to:

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

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

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

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

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

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


                                       69
<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]





                                       70
<PAGE>


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



To:    Industrial and Commercial Bank of China (Asia) Limited (as Agent)
       10/F, 122-126 Queen's Road Central
       Hong Kong

       Attn: Esther Cheng / Amy Wong, Loans Processing Dept.

                                                                     Date: [o]

HK$2,000,000,000 Revolving Loan Facility Agreement dated 22 December 2003 with
PCCW-HKT Telephone Limited as borrower (the "Facility Agreement")

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

Financial Covenants

We confirm that, in respect of the Relevant Period from [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




                                       71
<PAGE>


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


                                   SIGNATORIES

THE BORROWER


PCCW-HKT TELEPHONE LIMITED


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


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

Attention:     Company Secretary / Group Treasurer

By:            (Sd)  W. Michael Verge

               (Sd)  Winnie Chow





THE CO-ORDINATING ARRANGER AND THE ORIGINAL LENDER

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 Dept.

By:            (Sd)   Wilson Wan

               (Sd)   Marco Leung











                                       72
<PAGE>


THE AGENT

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 Dept.

By:            (Sd)     Wilson Wan

               (Sd)     Marco Leung










                                       73