<PAGE>

                                                                   Exhibit 10.40

                                                                  Execution Copy

                              DATED 27TH JULY, 2004

                         ASIA NETCOM CORPORATION LIMITED
                                   AS BORROWER

                   THE BANKS AND OTHER FINANCIAL INSTITUTIONS
                         NAMED IN SCHEDULE 1 AS LENDERS

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                                   AS ARRANGER

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                                AS FACILITY AGENT

                     AMENDED AND RESTATED FACILITY AGREEMENT
                        RELATING TO A TERM LOAN FACILITY
                             OF UP TO US$150,000,000

                                 RICHARDS BUTLER
                                    HONG KONG

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                                TABLE OF CONTENTS

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CLAUSE                                                                                                        PAGE NO.
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<S>                                                                                                           <C>
1.       DEFINITIONS AND CONSTRUCTION.......................................................................      1

2.       THE FACILITY.......................................................................................     26

3.       PURPOSE ...........................................................................................     27

4.       DRAWDOWN ..........................................................................................     28

5.       CONDITIONS PRECEDENT...............................................................................     29

6.       REPAYMENT..........................................................................................     30

7.       VOLUNTARY PREPAYMENT, CANCELLATION AND MANDATORY PREPAYMENT........................................     32

8.       INTEREST ..........................................................................................     37

9.       SUBSTITUTE BASIS...................................................................................     39

10.      INCREASED COSTS....................................................................................     40

11.      ILLEGALITY.........................................................................................     42

12.      INDEMNITIES........................................................................................     43

13.      PAYMENTS ..........................................................................................     44

14.      TAXES 46

15.      REPRESENTATIONS AND WARRANTIES.....................................................................     48

16.      UNDERTAKINGS.......................................................................................     51

17.      EVENTS OF DEFAULT..................................................................................     66

18.      ASSIGNMENT AND TRANSFER............................................................................     71

19.      THE FACILITY AGENT, THE ARRANGER AND THE LENDERS...................................................     73

20.      FEES AND EXPENSES..................................................................................     79

21.      SET-OFF ...........................................................................................     81

22.      PRO RATA SHARING...................................................................................     81

23.      NOTICES ...........................................................................................     83

24.      AGREEMENT TO PERMIT ADDITIONAL LENDERS.............................................................     84

25.      AGREEMENT TO PERMIT LENDER TO INCREASE ITS COMMITMENT..............................................     86
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<S>                                                                                                             <C>
26.      WAIVER; AMENDMENTS AND CONSENTS; REMEDIES, SEVERABILITY AND COUNTERPARTS...........................     87

27.      GOVERNING LAW AND JURISDICTION.....................................................................     88

SCHEDULE 1 90

THE ORIGINAL LENDERS AND THEIR COMMITMENTS..................................................................     90

SCHEDULE 2 91

FORM OF DRAWDOWN NOTICE.....................................................................................     91

SCHEDULE 3 92

DOCUMENTS AND EVIDENCE REQUIRED AS..........................................................................     92

CONDITIONS PRECEDENT TO FIRST ADVANCE.......................................................................     92

SCHEDULE 4 95

FORM OF AUTHORISED SIGNATORY CERTIFICATE....................................................................     95

SCHEDULE 5 98

FORM OF TRANSFER CERTIFICATE................................................................................     98

SCHEDULE 6 101

VENDOR FINANCING ...........................................................................................    101

SCHEDULE 7 102

CONSENTS   102

SCHEDULE 8 103

FINANCIAL COVENANTS.........................................................................................    103

SCHEDULE 9 105

CONFIRMATION OF IPO PROCEEDS................................................................................    105

SCHEDULE 10 106

FORM OF HYBRID FINANCIAL STATEMENTS AND.....................................................................    106

HYBRID FINANCIAL PRO-FORMAS.................................................................................    106

SCHEDULE 11 108

DEBENTURES  108

SCHEDULE 12 110

SHARE MORTGAGES ............................................................................................    110

SHARE MORTGAGES TO BE GRANTED BY THE FOLLOWING SECURITY PARTIES IN FAVOUR OF THE SECURITY...................    110
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<S>                                                                                                             <C>
SCHEDULE 13 112

SUBORDINATION DEEDS........................................................................................     112

SCHEDULE 14 113

BORROWER'S BRINGDOWN CERTIFICATE...........................................................................     113

SCHEDULE 15 115

GROUP STRUCTURE CHART......................................................................................     115

SCHEDULE 16 117

INITIAL MATERIAL SUBSIDIARIES..............................................................................     117

SCHEDULE 17 118

DOCUMENTS REQUIRED TO BE DELIVERED BY AN...................................................................     118

ADDITIONAL SECURITY PARTY..................................................................................     118

SCHEDULE 18 119

Security PeRfection requirements...........................................................................     119

EXECUTION PAGE ............................................................................................     126
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[Facility Agreement]

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THIS AGREEMENT is made on 27th July 2004

BETWEEN:-

(1)      ASIA NETCOM CORPORATION LIMITED, a company incorporated under the laws
         of Bermuda whose registered office is situate at Clarendon House, 2
         Church Street, Hamilton, HM11 Bermuda (the "BORROWER");

(2)      THE BANKS AND OTHER FINANCIAL INSTITUTIONS listed in Schedule 1 as
         lenders (collectively the "ORIGINAL LENDERS" and each an "ORIGINAL
         LENDER");

(3)      INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED as arranger (in
         such capacity, the "Arranger"); and

(4)      INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED as facility
         agent for the Finance Parties (in such capacity the "FACILITY AGENT").

WHEREAS:-

The Lenders have agreed, upon the terms and subject to the conditions of this
Agreement, to make available to the Borrower a term loan facility in the maximum
aggregate amount of up to US$150,000,000.

IT IS HEREBY AGREED as follows:-

1.       DEFINITIONS AND CONSTRUCTION

1.1      TERMS DEFINED

         In this Agreement and the Recitals and the Schedules, unless the
         context otherwise requires, the following terms and expressions shall
         have the following respective meanings:-

         "ADDITIONAL ASSIGNMENT OF INSURANCES" means a document in agreed form
         under which a Security Party or, as the case may be, an Additional
         Security Party is expressed to create assignments by way of security or
         other Security Interests of its rights to Insurances and Insurance
         Proceeds or over additional rights to Insurances and Insurance
         Proceeds, as the case may be in favour of the Security Trustee in form
         and substance satisfactory to the Finance Parties.

         "ADDITIONAL DEBENTURE" means a document in agreed form under which a
         Security Party or, as the case may be, an Additional Security Party is
         expressed to create Security Interests over its assets or over
         additional assets as the case may be in favour of the Security Trustee
         in form and substance satisfactory to the Finance Parties.

         "ADDITIONAL FINANCING" shall have the meaning given to it in Clause
         16.17 (No Additional Borrowing).

[Facility Agreement]

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         "ADDITIONAL LENDERS" shall have the meaning given to it in Clause 24
         (Agreement to Permit Additional Lenders).

         "ADDITIONAL SECURITY DOCUMENT" means a document in agreed form under
         which a Security Party or, as the case may be, an Additional Security
         Party is expressed to create Security Interests over particular assets
         specified therein or over additional assets specified therein, as the
         case may be in favour of the Security Trustee in form and substance
         satisfactory to the Finance Parties.

         "ADDITIONAL SECURITY PARTY" means at any relevant time a member of the
         Borrower Group or the EAN Group which has become or is required by the
         Facility Agent to become an Additional Security Party under this
         Agreement.

         "ADDITIONAL SHARE MORTGAGE" means a document in agreed form under which
         a Security Party or, as the case may be, an Additional Security Party
         is expressed to create Security Interests over inter alia, shares owned
         by that Security Party or, as the case may be that Additional Security
         Party in any person in favour of the Security Trustee in form and
         substance satisfactory to the Finance Parties.

         "ADDITIONAL SUBORDINATION DEED" means a document in agreed form under
         which a Security Party, or as the case may be, an Additional Security
         Party inter alia, subordinates its rights in respect of loans or
         advances made or to be made by it to members of the Group and, as
         appropriate, its obligations in respect of loans or advances made or to
         be made to it by members of the Group, in each case, to the
         Indebtedness constituted by this Agreement in form and substance
         satisfactory to the Finance Parties.

         "ADVANCE" means either a Tranche A Advance or a Tranche B Advance.

         "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.

         "AGREED PROPORTIONS" shall have the meaning given to it in Clause 2.2
         (Pro Rata Participation).

         "ALTERNATIVE FURTHER FINANCING" shall have the meaning given to it in
         Clause 16.17 (No Additional Borrowing).

         "ANC MORTGAGED SHARES" means 100% of the shares in the Borrower which
         shares are held legally and beneficially directly or indirectly by CNC
         International and which are the subject of the ANC Share Mortgage.

         "ANC SHARE MORTGAGE" means the share mortgage to be entered into by CNC
         International in favour of the Security Trustee over the ANC Mortgaged
         Shares and the other Charged Assets (as defined therein) in form and
         substance satisfactory to the Finance Parties.

[Facility Agreement]

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         "APPROVED CAPITAL EXPENDITURE" means any expenditure by the Borrower
         Group on capital equipment and working capital (excluding repayment or
         refinancing or any other payment in respect of the Vendor Financing)
         and costs, fees and expenses directly incurred in connection with this
         Facility.

         "APPROVED OFFICER" means the chief financial officer of the Borrower or
         the person as notified to the Facility Agent in writing from time to
         time who is a senior financial officer of the Borrower.

         "ASSETCO" means CNC Network Corporation Limited, a company incorporated
         in the British Virgin Islands, whose registered office is at Romasco
         Place, Wickham's Cay 1, Road Town, Tortola, British Virgin Islands, the
         immediate Holding Company of EAN and a wholly owned Subsidiary of China
         Netcom Holdings (BVI) Limited.

         "ASSETCO GROUP" means AssetCo and each of its Subsidiaries.

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

         (a)      the amount of its participation in any outstanding Loan under
                  that Facility; and

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

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

         "BACKHAUL/OFFNET OVERHANG" means cash outflow incurred by a member of
         the Borrower Group for the purchase of IRU Capacity from a third party
         in respect of which a member of the Borrower Group has already received
         payment from a customer purchasing IRU Capacity from a member of the
         Borrower Group.

         "BORROWER GROUP" means the Borrower and each of its Subsidiaries.

         "BUSINESS DAY" means:-

         (a)      for the purposes of determining LIBOR, a day on which Dollar
                  deposits may be dealt with in the London interbank market;

         (b)      in relation to a day on which payment is to be made in
                  Dollars, a day (other than a Saturday or a Sunday) on which
                  banks are open for business in Beijing, London, Hong Kong and
                  New York; and

         (c)      in relation to any other day, a day (other than a Saturday or
                  a Sunday) on which banks are open for business in London,
                  Beijing and Hong Kong.

         "BREAKAGE COSTS" means the amount (if any) by which:

[Facility Agreement]

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         (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 Unpaid Sum to the last day of the
                  current Interest Period in respect of that Loan or Unpaid Sum,
                  had the principal amount 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 or Unpaid Sum
                  received by it on deposit with a leading bank in the London
                  interbank market for a period starting on the Business Day
                  following receipt or recovery and ending on the last day of
                  the current Interest Period.

         "CHARGE OVER ACCOUNT" means a charge over the Escrow Accounts to be
         entered into by the Borrower in favour of the Security Trustee in form
         and substance satisfactory to the Finance Parties.

         "CHARGE OVER DEPOSIT" means a charge over the Deposit to be entered
         into by the Borrower in favour of the Security Trustee in form and
         substance satisfactory to the Finance Parties.

         "CHINA NETCOM" means China Netcom Corporation Limited [CHAINISE
         CHARACTOR], a wholly foreign owned corporation organized under the laws
         of the People's Republic of China and a Subsidiary of the Guarantor
         having registration number 0443376 whose principal place of business is
         at No.1, Beihuan Donglu, Beijing, Development Area, Beijing 100176,
         PRC.

         "CHINA NETWORK" means China Network Communications Group Corporation,
         whose principal place of business is at No. 156 Fu Xin Min Nei Da Jie,
         Xicheng District, Beijing 100032, PRC.

         "CHINA NETWORK COMFORT LETTER" means a letter agreement between China
         Network and the Facility Agent stating China Network's support for the
         Borrower in the agreed form.

         "CNC HK" means China Netcom Corporation (Hong Kong) Limited, a limited
         liability company incorporated under the laws of Hong Kong, whose
         registered office is at 59/F., Bank of China Tower, 1 Garden Road,
         Central, Hong Kong.

         "CNC HK GROUP" means CNC HK and each of its Subsidiaries.

         "CNC HK GUARANTEE" means an unconditional and irrevocable guarantee and
         indemnity to be entered into by CNC HK in favour of the Security
         Trustee in respect of the obligations of the Borrower under the Finance
         Documents in form and substance satisfactory to the Finance Parties.

         "CNC INTERNATIONAL" means China Netcom Corporation International
         Limited whose registered address is at Clarendon House, 2 Church
         Street, Hamilton HN11, Bermuda.

[Facility Agreement]

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         "COA EXPENSES" means the aggregate of all costs, charges, expenses or
         the like calculated in accordance with US GAAP, payable by members of
         the Borrower Group to any of its joint venture partners or other third
         party telecommunications, information technology, or Internet network,
         or service providers for the provision of the following services and
         capacity (but not including IRUs):-

         (a)      International Circuits;

         (b)      Local Loops;

         (c)      IP Transit Charges;

         (d)      Voice Usage;

         (e)      Internet Peering Charges;

         (f)      Managed Router; and

         (g)      any other similar expenses that are not OA&M Expenses or SG&A
                  Expenses,

         in each case excluding any prepayments made by a member of the Borrower
         Group in respect thereof.

         "COLLATERAL" means together all the assets over which the Security
         Parties have created or are to create a Security Interest in favour of:

         (a)      the Security Trustee, and/or

         (b)      any of the Vendor Financing Secured Parties which Security
                  Interests are to be transferred to NewCo pursuant to the Deeds
                  of Transfer, Release and Settlement,

         and any documents contemplated thereunder.

         "COMMITMENT" means a Tranche A Commitment or a Tranche B Commitment.

         "CONFIRMATION OF IPO PROCEEDS" means a notice substantially in the form
         of Schedule 9 (IPO Notice Confirmation of IPO Proceeds).

         "CONSENT" means each of the consents, approvals, registrations, permits
         and other matters referred to in Schedule 7.

         "CPE" means customer premises equipment purchased by a member of the
         Borrower Group for a customer with title to such equipment transferred
         to that customer at a pre-determined later date.

         "CURRENCY EQUIVALENT" of any amount denominated in any currency at any
         time means:

[Facility Agreement]

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<PAGE>

         (a)      if such amount is denominated in Dollars the amount therefor
                  in Dollars; and

         (b)      in any other case, the equivalent of such amount in Dollars,
                  as determined by the Facility Agent in its sole discretion, at
                  such time; provided that, for these purposes in relation to
                  any amount denominated in a currency other than Dollars in
                  respect of which the Borrower or any member of the Borrower
                  Group, or, as the case may be, AssetCo or any member of the
                  AssetCo Group, has the benefit of any instrument issued by a
                  third party providing a fixed rate of exchange from Dollars
                  into such currency and which is available to be used at the
                  time of such conversion, the amount of Dollars required at
                  such time, as determined by the Facility Agent in its sole
                  discretion, in order to purchase such amount in the currency
                  in which it is denominated using the rate of exchange provided
                  for in such instrument at such time.

         "DEBENTURES" means collectively the debentures or similar security
         documents in agreed form creating Security Interests to be entered into
         by the relevant Security Party set out in Schedule 11 Column 1 in
         favour of the Security Trustee and other Finance Party as the case may
         be, over assets of the members of the Borrower Group and/or the EAN
         Group in form and substance satisfactory to the Finance Parties.

         "DEBT SERVICE" means in relation to a stated period the principal
         repayments and interest payments of the outstanding Indebtedness of the
         Borrower Group in respect of that period but excluding the Vendor
         Financing.

         "DEBT SERVICE COVERAGE RATIO" means the ratio of:-

         (a)      Total Cash Available for Debt Service;

                  to

         (b)      Debt Service.

         "DEEDS OF TRANSFER, RELEASE AND SETTLEMENT" means together the NEC Deed
         of Transfer, Release and Settlement and the KDDI Deed of Transfer,
         Release and Settlement.

         "DEFAULT" means any Event of Default or any event which with the giving
         of notice or lapse of time or the satisfaction of any other condition
         or making of any relevant determination or forming of any opinion under
         the Finance Documents (or any combination thereof) would constitute an
         Event of Default.

         "DEFAULT RATE" means the annual rate of interest determined by the
         Facility Agent to be the aggregate of (a) the Margin, (b) LIBOR or, if
         the provisions of Clause 9.1 (Market Disruption) apply, the cost to
         each Lender referred to in Clause 9.3(b) (No Agreement) and (c) 2% per
         annum.

         "DEPOSIT" means the cash deposit or other cash instruments reasonably
         acceptable to the Facility Agent in a principal amount of, subject to
         Clause 16.18 (Cash Deposits), not less than US$50,000,000 to be made
         under Clause 16.18 (Cash Deposits) by the

[Facility Agreement]

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<PAGE>

         Borrower with the Facility Agent together with all interest accrued
         thereon from time to time.

         "DEPOSIT ACCOUNT" means the US$ interest bearing account opened and
         maintained with the Facility Agent in Hong Kong in the name of the
         Borrower into which the Deposit is to be deposited.

         "DISPOSITION" means any sale, assignment, transfer, exchange or other
         disposition of any assets or any rights or interests therein or thereto
         (whether now owned or hereafter acquired) by any member of the Borrower
         Group to any person but excluding dispositions of any obsolete or
         worn-out property sold or disposed of on arm's length ordinary business
         terms.

         "DISPOSITION PROCEEDS" means in the case of any Disposition, the
         aggregate amount of all cash payments, and the cash equivalent of the
         fair market value of any non-cash consideration, received by any member
         of the Group directly or indirectly in connection with such
         Disposition.

         "DISPOSITION PROCEEDS ESCROW ACCOUNT" means the account opened and
         maintained with the Security Trustee in the name of the Borrower for
         the purpose of holding amounts paid under the proviso to Clause
         7.5A(a).

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

         "DRAWDOWN DATE" means each date, being a Business Day falling within
         the Drawdown Period, on which an Advance is or is to be drawn.

         "DRAWDOWN NOTICE" means a notice substantially in the form of Schedule
         2 (Form of Drawdown Notice).

         "DRAWDOWN PERIOD" means the period commencing on the date of this
         Agreement and ending on the earlier of (i) 31st March, 2005 and (ii)
         the date the amount of the Facility has been reduced to nil.

         "EAC NETWORK" means the fibre optic cable network of the EAN Group
         excluding network capacity purchased from third parties.

         "EAN" means East Asia Netcom Ltd., an exempted company incorporated in
         Bermuda, whose registered office is at Clarendon House, 2 Church
         Street, Hamilton HM11, Bermuda.

         "EAN GROUP" means EAN and each of its Subsidiaries.

         "EAN GUARANTEE" means an unconditional and irrevocable guarantee and
         indemnity to be entered into by EAN in favour of the Security Trustee
         in respect of the obligations of the Borrower and the other Security
         Parties under the Finance Documents in form and substance satisfactory
         to the Finance Parties.

[Facility Agreement]

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         "EAN MORTGAGED SHARES" means 100% of the shares in EAN which shares are
         held legally and beneficially directly by AssetCo and which are the
         subject of the EAN Share Mortgage.

         "EAN SHARE MORTGAGE" means the share mortgage to be entered into by
         AssetCo in favour of the Security Trustee over the EAN Mortgaged Shares
         and the other Collateral (as defined therein) in form and substance
         satisfactory to the Finance Parties.

         "EBITDA" means in relation to a stated period, the amount equal to
         Total Revenue less Total Expenses.

         "EFFECTIVE DATE" means the date on which the Facility Agent notifies
         the Borrower in writing that all the conditions in Clause 2 of the
         Supplemental Amendment and Restatement Deed shall have been satisfied
         or waived by the Finance Parties.

         "ESCROW ACCOUNTS" means collectively the Prepayment Escrow Account, the
         Insurance Proceeds Escrow Account, the Disposition Proceeds Escrow
         Account and the Requisition Proceeds Escrow Account.

         "EXISTING SHAREHOLDER LOANS" means collectively the three shareholder
         loans made by CNC HK to the Borrower on 15 March 2004, 25 March 2004
         and 1 April 2004 respectively and the shareholder loan made by CNC
         International to the Borrower on 7 April 2004, and which together with
         all interest and other costs in respect thereof in aggregate do not at
         the Effective Date exceed US$20,900,000.

         "EXPROPRIATION" means the expropriation, appropriation, confiscation,
         compulsory acquisition, deprivation, requisition for title or use of
         one person's asset(s) by another.

         "EVENT OF DEFAULT" means any of the events or circumstances described
         in Clause 17.1 (Events of Default).

         "FACILITY" means Tranche A or Tranche B or, where the context permits
         the total transferable term loan facility to be made available by the
         Lenders to the Borrower on the terms set out in this Agreement.

         "FACILITY OFFICE" means the office or offices notified by a Lender to
         the Facility Agent in writing on or before the date it becomes a Lender
         (or, following that date, by not less than 5 Business Days written
         notice) as the office or offices through which it will perform its
         obligations under this Agreement.

         "FEE LETTER" means any letter or letters dated on or about the date of
         this Agreement between the Arranger and/or the Facility Agent and the
         Borrower referred to in Clause 20 (Fees and Expenses) setting out any
         agreed fees.

         "FINAL MATURITY DATE" means the earlier of (a) the date falling 5 years
         from the First Drawdown Date; and (b) 31st July, 2009.

         "FINANCE PARTY" means the Facility Agent, the Arranger or a Lender.

[Facility Agreement]

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<PAGE>

         "FINANCIAL COVENANT TEST DATE" means 31st March, 30th June, 30th
         September and 31st December in each calendar year.

         "FINANCE DOCUMENTS" means collectively, this Agreement, the Security
         Documents, the Fee Letter and any other document designated as such by
         the Facility Agent and the Borrower.

         "FINANCIAL INDEBTEDNESS" means any Indebtedness for or in respect of:-

         (a)      monies borrowed and debit balances at banks;

         (b)      any amount raised under any note purchase facility on the
                  issue of any debenture, bond, note, loan stock or other
                  instrument or security;

         (c)      any acceptance credit;

         (d)      receivables sold or discounted (otherwise than on a
                  non-recourse basis);

         (e)      the acquisition cost of any asset to the extent payable before
                  or after the time of acquisition or possession by the party
                  liable where the advance or deferred payment is arranged
                  primarily as a method of raising finance or financing the
                  acquisition of that asset;

         (f)      leases or hire purchase contracts entered into primarily as a
                  method of raising finance or financing the acquisition of the
                  asset leased unless the aggregate financing amount of all such
                  leases at any time does not exceed US$500,000;

         (g)      net amount payable in respect of currency swap or interest
                  rate swap, cap or collar arrangements or other derivative
                  instruments;

         (h)      amounts raised under any other transaction having the
                  commercial effect of a borrowing or raising of money;

         (i)      preferred shares or shares which are issued or the terms of
                  which are varied in each case after the Effective Date and
                  which are expressed to be redeemable;

         (j)      deferred payments for assets (other than current assets) or
                  services acquired other than on trade credit terms in the
                  ordinary course of a person's business; and

         (k)      any guarantee, indemnity (including counter indemnity) or
                  similar assurance against financial loss of any other person,

         but no particular Indebtedness shall be taken into account more than
         once.

         "FINANCIAL YEAR" means each period commencing on 1 January in a
         calendar year and ending on 31 December in that calendar year.

[Facility Agreement]

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         "FIRST DRAWDOWN DATE" means the first date on which an Advance is made
         under this Agreement.

         "FREE CASH" means US GAAP Cash less the sum of (i) US GAAP Restricted
         Cash and (ii) Restricted Cash.

         "FURTHER FINANCING" shall have the meaning given to it in Clause 16.17
         (No Additional Borrowing).

         "GROSS INTEREST" means in relation to any stated financial period, the
         aggregate of all interest, fees, commission, discounts (other than
         trade discounts) and other cost, charges or expenses accruing due from
         the Borrower Group on a consolidated basis during such financial period
         in respect of the Financial Indebtedness of the Borrower Group,
         including without limitation:

         (i)      capitalised interest;

         (ii)     the portion of any payments under finance leases which exceeds
                  the reduction of the principal indebtedness under such leases
                  resulting from such payments; and

         (iii)    the amount by which the price payable on redemption of any
                  debt securities issued by the Borrower Group exceeds the
                  original issue proceeds thereof,

         without deduction in respect of interest (including capitalised
         interest) received by the Borrower Group on a consolidated basis during
         such period.

         "GROUP" means together the CNC HK Group, China Network, and the AssetCo
         Group, including, for the avoidance of doubt all Material Subsidiaries
         for the time being.

         "GROUP ASSIGNMENTS OF INSURANCES" means collectively each assignment by
         way of security and/or composite assignment by way of security of the
         Insurances and Insurance Proceeds to be entered into by any one or more
         of the Security Parties in favour of the Security Trustee in form and
         substance satisfactory to the Finance Parties.

         "GROUP STRUCTURE CHART" means the Group Structure Chart set out in
         Schedule 15 setting out the structure of the Borrower Group and the EAN
         Group as at the Effective Date.

         "GUARANTEES" means the CNC HK Guarantee and the EAN Guarantee.

         "GUARANTORS" means (i) CNC HK, and (ii) EAN and "GUARANTOR" means any
         one of them.

         "GUARANTOR IPO DATE" shall have the meaning given to it in the CNC HK
         Guarantee.

[Facility Agreement]

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         "GUARANTOR STOCK EXCHANGES" means the Main Board of the Stock Exchange
         of Hong Kong Limited and/or the New York Stock Exchange.

         "HOLDING COMPANY" means in relation to any person, an entity of which
         that person is a Subsidiary.

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

         "HYBRID FINANCIAL PRO-FORMA" means in relation to any relevant future
         financial period, the consolidated cash and US GAAP hybrid financial
         projections in respect of the Borrower Group for that period prepared
         by the Borrower and delivered to the Facility Agent, such projections
         to be in substantially the form of Schedule 10 Part A.

         "HYBRID FINANCIAL STATEMENT" means in relation to any relevant
         financial period, consolidated cash and US GAAP hybrid financial
         statements of the Borrower Group for such period such statements to be
         in substantially the form set out in Schedule 10 Part B.

         "INDEBTEDNESS" means any obligation for the payment or repayment of
         money, whether as principal or as surety and whether present or future,
         actual or contingent, primary or collateral, several or joint, secured
         or unsecured, subordinated or unsubordinated.

         "INITIAL GROUP ASSIGNMENT OF INSURANCES" means the assignment by way of
         security of Insurances and Insurance Proceeds to be entered into by,
         inter alia, the Borrower and EAN in favour of the Security Trustee in
         form and substance satisfactory to the Finance Parties.

         "INITIAL DEBENTURES" means each of the Debentures nos 1 to 10 inclusive
         in Schedule 11 to be entered into by the relevant Security Party listed
         in Schedule 11, in favour of the Security Trustee in form and substance
         satisfactory to the Finance Parties.

         "INITIAL SHARE MORTGAGES" means each of the Share Mortgages nos 1 to 13
         inclusive in Schedule 12 to be entered into by the relevant Security
         Party listed in Schedule 12 in favour of the Security Trustee in form
         and substance satisfactory to the Finance Parties.

         "INITIAL SUBORDINATION DEEDS" means each of the Subordination Deeds
         listed in Schedule 13 to be entered into by the relevant Security
         Parties referred to in Schedule 13 in favour of the Security Trustee in
         form and substance satisfactory to the Finance Parties.

         "INSURANCE PROCEEDS" means the proceeds of Insurances received or
         receivable by any member of the Borrower Group or the AssetCo Group.

         "INSURANCE PROCEEDS ESCROW ACCOUNT" means the account opened and
         maintained with the Security Trustee in the name of the Borrower for
         the purposes of holding amounts paid under the proviso to Clause
         7.5A(c).

[Facility Agreement]

                                      -11-
<PAGE>

         "INSURANCES" means all policies and contracts of insurance of any kind
         and every renewal thereof, in respect of which any member of the
         Borrower Group or the AssetCo Group has or in the future may have any
         right, title or interest (including, without limitation as loss payee
         or co-insured), and in particular, but without limitation, the
         insurance which is to be maintained pursuant to Clause 16.5
         (Insurance).

         "INTERCREDITOR AGREEMENT" means an intercreditor agreement entered
         into, or to be entered into, by NewCo, the Security Trustee for and on
         behalf of the Finance Parties, EAN, the Junior Security Provider (as
         defined therein), the Senior Security Providers and the Borrower,
         whereby, among other things, NewCo agrees to subordinate in all
         respects its right to the Junior Debt (as defined therein) and the
         Junior Security (as defined therein) and which sets outs the terms upon
         which any enforcement by NewCo of any or all of its rights thereunder
         or in respect thereof shall be subject and subordinated, both in
         priority and decision making, to the Security Trustee (acting on the
         instructions of the Finance Parties).

         "INTEREST EXPENSE" means in relation to a stated period, the aggregate
         of all interest (including, without limitation, the interest element of
         leasing and hire purchase payments and interest which has been
         capitalised), commission, fees, discount and other charge accruing
         during such period in respect of the indebtedness for borrowed money of
         each member of the Borrower Group and the net amount payable in respect
         of any interest hedging arrangements (or, as the case may be, deducting
         the amount receivable in respect of interest hedging arrangements) in
         respect of such relevant period in the case of any other credit
         facility and Interest Expense payable under such facility prior to the
         date on which the same ceases to be available for drawing to the extent
         that such facility is available for the payment of such Interest
         Expense.

         "INTEREST PAYMENT DATE" means the last day of an Interest Period.

         "INTEREST PERIOD" means each period for the calculation of interest in
         respect of any Advance or the Loan ascertained in accordance with
         Clauses 8.2 (Interest Periods), 8.3 (Day Count Convention) or 8.4
         (Default Interest).

         "INTERNATIONAL CIRCUITS" means telecommunications transmission
         facilities, in the form of telecommunications submarine or land cables,
         satellites or otherwise, connecting two jurisdictions.

         "INTERNATIONALLY RECOGNISED STOCK EXCHANGE" means any internationally
         recognized stock exchange or over-the-counter market, and shall include
         the Main Board of The Stock Exchange of Hong Kong Limited, The Growth
         Enterprise Market of The Stock Exchange of Hong Kong Limited, New York
         Stock Exchange, the NASDAQ or any other recognized stock exchange (as
         defined in section 49BA of the Companies Ordinance (Cap. 32 of the Laws
         of Hong Kong).

         "INTERNET PEERING CHARGES" means charges payable for the delivery and
         termination of data through the Internet.

[Facility Agreement]

                                      -12-
<PAGE>

         "IPO" means the becoming effective of a listing of any share capital of
         any member of the Borrower Group or the EAN Group on an Internationally
         Recognised Stock Exchange.

         "IPO NET PROCEEDS" means all monies raised by any member of the
         Borrower Group or the EAN Group from an IPO of its shares less all
         costs, expenses, Taxes, fees and commissions paid or incurred by any
         such member of the Borrower Group or the EAN Group in connection
         therewith.

         "IP TRANSIT CHARGES" means the charges for the delivery of data by
         means of Internet Protocol networks including any fees payable for
         termination of traffic into the United States of America.

         "IRU" means an indefeasible right of use.

         "IRU AGREEMENT" means an agreement or arrangement by which a member of
         the Borrower Group grants IRU Capacity to a customer in return for
         payments of IRU Cash Revenue and OA & M Revenues.

         "IRU CAPACITY" means indefeasible rights of use of capacity on any
         cable network.

         "IRU CAPACITY PROVIDER" means a provider of IRU Capacity.

         "IRU CASH REVENUE" means payments received by any member of the
         Borrower Group in return for the grant of rights under an IRU Agreement
         less all costs, expenses, Taxes, fees and commissions paid or incurred
         by any member of the Borrower Group in connection therewith.

         "KDDI" means KDDI Submarine Cable Systems Inc., a corporation organised
         under the laws of Japan.

         "KDDI DEED OF TRANSFER, RELEASE AND SETTLEMENT" means the agreement to
         be entered into between EAN, the Borrower, NewCo, KDDI, DB Trustees
         (Hong Kong) Limited, and the Security Trustee relating to the transfer
         of the rights in respect of the Vendor Financing from KDDI and the
         Vendor Financing Security Documents granted in favour of KDDI or the
         Vendor Security Trustees.

         "LENDER" means:

         (a)      any Original Lender;

         (b)      any bank, financial institution, trust, fund or other person
                  which is a New Lender in accordance with Clause 18 (Assignment
                  and Transfer); and

         (c)      any bank or financial institution which is an Additional
                  Lender in accordance with Clause 24 (Agreement to Permit
                  Additional Lenders).

         "LIBOR" means, in relation to any relevant sum and any relevant
         period:-

[Facility Agreement]

                                      -13-
<PAGE>

         (a)      the annual rate of interest displayed on Moneyline Telerate
                  Page 3750 (or such page as may replace that page from time to
                  time) as being the rate per annum at which Dollar deposits are
                  offered for a period equal or comparable to such period at or
                  about 11:00 a.m. (London time) on the second Business Day
                  before the first day of such period (the "QUOTATION DATE"); or

         (b)      if, on the Quotation Date, no such rate appears on Moneyline
                  Telerate Page 3750 (or such page as may replace that page from
                  time to time) or no such page is on display, the arithmetic
                  mean (rounded upwards, if necessary, to the nearest 1/16%) of
                  the respective rates quoted by the Reference Banks to the
                  Facility Agent as their offered rates to leading banks in the
                  London interbank market for deposits in Dollars in an amount
                  comparable to such sum for such period at or about 11:00 a.m.
                  (London time) on the Quotation Date provided that if any
                  Reference Bank does not quote such a rate to the Facility
                  Agent for any relevant period, LIBOR for such period shall be
                  determined on the basis of the rates quoted by the other
                  Reference Banks, subject as provided in Clause 9 (Substitute
                  Basis).

         For the purposes of this definition, "RELEVANT PERIOD" means in
         relation to an Advance or the Loan, as the case may be, each Interest
         Period or, in relation to any unpaid sum, the period in respect of
         which LIBOR falls to be determined with respect to such unpaid sum.

         "LOAN" means either the Tranche A Loan or the Tranche B Loan or where
         the context requires, both of them.

         "LOCAL LOOPS" means a circuit connecting the premises of end users to
         the technical site of a member of the Borrower Group.

         "MANAGED ROUTER" means a Switch for internet network.

         "MANDATORY PREPAYMENT" means a prepayment of all or part of the Tranche
         A Loan and the Tranche B Loan pursuant to Clause 7.5 (Mandatory
         Prepayment).

         "MAJORITY LENDERS" means:

         (a)      if there are no Loans then outstanding, a Lender or Lenders
                  whose Commitments aggregate more than 66 2/3% of the Total
                  Commitments (or, if the Total Commitments have been reduced to
                  zero, aggregated more than 66 2/3% of the Total Commitments
                  immediately prior to the reduction); or

         (b)      at any other time, a Lender or Lenders whose participations in
                  the Loans then outstanding aggregate more than 66 2/3% of all
                  the Loans then outstanding.

         "MATERIAL SUBSIDIARY" means:

         (a)      the persons listed in Schedule 16; and

[Facility Agreement]

                                      -14-
<PAGE>

         (b)      any Subsidiary of the Borrower (i) whose turnover is equal to
                  at least 10% of the turnover of the Borrower as disclosed in
                  the latest audited financial statements of the Borrower
                  delivered pursuant to Clause 16.2; or (ii) whose net assets
                  exceed 10% of the consolidated total assets of the Borrower as
                  determined by the Facility Agent by reference to the latest
                  audited financial statements of the Borrower delivered
                  pursuant to Clause 16.2; and

         (c)      any Subsidiary of EAN (i) whose turnover is equal to at least
                  10% of the turnover of EAN as disclosed in the latest audited
                  financial statements of EAN delivered pursuant to Clause 7.2
                  of the EAN Guarantee; or (ii) whose net assets exceed 10% of
                  the consolidated total assets of EAN as determined by the
                  Facility Agent by reference to the latest audited financial
                  statements of EAN delivered pursuant to Clause 7.2 of the EAN
                  Guarantee;

                  PROVIDED THAT:

                  (i)      the net assets or turnover of a Subsidiary of the
                           Borrower or a Subsidiary of EAN will be determined
                           from their respective financial statements
                           (consolidated if it has Subsidiaries) upon which the
                           latest audited financial statements of the Borrower
                           Group or the EAN Group (as the case may be) have been
                           based;

                  (ii)     if a Subsidiary of the Borrower or, as the case may
                           be, of EAN becomes a member of the Borrower Group or,
                           as the case may be, the EAN Group, after the date on
                           which the latest audited financial statements of the
                           Borrower Group or, as the case may be, the EAN Group
                           have been prepared, the net assets or turnover of
                           that Subsidiary will be determined from its latest
                           financial statements until the Borrower Group or, as
                           the case may be, the EAN Group produces its next
                           audited financial statements;

                  (iii)    the net assets or turnover of the Borrower Group and
                           the EAN Group will be determined from its latest
                           respective audited financial statements, adjusted
                           (where appropriate) to reflect the net assets or
                           turnover of any company or business subsequently
                           acquired or disposed of;

                  (iv)     if a Material Subsidiary disposes of all or
                           substantially all of its assets to another Subsidiary
                           of the Borrower or EAN, it will, subject to paragraph
                           (b) of this definition, immediately cease to be a
                           Material Subsidiary and the other Subsidiary (if it
                           is not already) will immediately become a Material
                           Subsidiary; the subsequent financial statements of
                           those Subsidiaries, of the Borrower Group and of the
                           EAN Group will be used to determine whether those
                           Subsidiaries are Material Subsidiaries or not,

         If there is a dispute as to whether or not a company is a Material
         Subsidiary, a certificate of the auditors of the Borrower or, as the
         case may be EAN will be, in the absence of manifest error, conclusive.

[Facility Agreement]

                                      -15-
<PAGE>

         "MARGIN" means 1.573% per annum.

         "NEC" means NEC Corporation, a corporation organised under the laws of
         Japan.

         "NEC CONTRACT" means the project development and construction contract,
         dated 13th October 2000 (as amended from time to time) between NEC and
         EAN whereby NEC agreed to provide, and EAN agreed to purchase the
         submarine fiber optic cable system known as East Asia Crossing Cable
         System Phase 2 (as more fully described in such contract).

         "NEC DEED OF TRANSFER, RELEASE AND SETTLEMENT" means the agreement to
         be entered into between EAN, the Borrower, China Netcom Holdings (BVI)
         Limited, NewCo, NEC, DB Trustees (Hong Kong) Limited, and the Security
         Trustee relating to the transfer of the rights in respect of the Vendor
         Financing from NEC and the Vendor Financing Security Documents granted
         in favour of NEC or the Vendor Security Trustees.

         "NET DEBT" means, in relation to a stated period, the Financial
         Indebtedness of the Borrower Group less Free Cash.

         "NEWCO" means Group Wealth Finance Limited, a company incorporated in
         the British Virgin Islands whose registered office at P.O. Box 957,
         Offshore Incorporations Centre, Road Town, Tortola, British Virgin
         Islands being a wholly owned Subsidiary of EAN.

         "NEW LENDER" shall have the meaning attributed to it in Clause 18.4
         (Transfer Certificates).

         "OA & M CASH REVENUE" means payments received by any member of the
         Borrower Group in consideration for the operation and maintenance
         service provided under an IRU Agreement.

         "OA&M EXPENSES" means the aggregate of the following three items:-

         (a)      cash payments to Third Party IRU Capacity Providers for
                  maintenance used by the relevant member of the Borrower Group
                  or of the EAN Group under a Third Party IRU Agreement;

         (b)      cash payments to third party companies engaged by a member of
                  the Borrower Group to maintain the EAC Network; and

         (c)      US GAAP calculation of internal costs either directly
                  attributable or allocated to the maintenance of the EAC
                  Network from SG&A Expenses.

         "OBLIGORS" means the Borrower and the Guarantors.

         "ORIGINAL FACILITY AGREEMENT" means the Facility Agreement signed by
         the Borrower, the Original Lenders, China Everbright Bank, the Arranger
         and the Facility

[Facility Agreement]

                                      -16-
<PAGE>

         Agent, on 2 December, 2003 but held undated in escrow pursuant to an
         escrow authorisation letter dated 2 December 2003 between the same
         parties, as amended and extended from time to time.

         "OUTSTANDINGS" means in relation to a Lender at any relevant time the
         principal amount of the Tranche A Loan and the Tranche B Loan owing to
         such Lender.

         "PCL" means Pacific Holdings Limited and its Subsidiaries currently in
         Chapter 11 of Title 11 of the United States Code in the United States
         Bankruptcy Court of the Southern District of New York.

         "PCL OVERHANG" means in relation to a stated period expenditure to be
         incurred for that period by a member of the Borrower Group in respect
         of which a member of the Borrower Group has already received payment.

         "PRC" means the People's Republic of China and where the context admits
         includes the Hong Kong Special Administrative Region.

         "PERMITTED INDEBTEDNESS" means:-

         (a)      any one of:

                  (i)      the Further Financing; or

                  (ii)     the Additional Financing; or

                  (iii)    Alternative Further Financing;

         (b)      any other indebtedness (i) raised by the Borrower or EAN with
                  the prior written consent of the Lenders and (ii) which the
                  Lenders have agreed in writing is not required to be applied
                  to make a Mandatory Prepayment; or

         (c)      any Indebtedness referred to in Clause 16.16(a)(v) (Borrower
                  Negative Pledge) and in the provisions of Clause 7.15(a)(v) of
                  the EAN Share Mortgage.

         "PREPAYMENT ESCROW ACCOUNT" means the interest bearing account opened
         and maintained with the Security Trustee in the name of the Borrower
         into which any amount comprising Mandatory Prepayments are paid in
         accordance with Clause 7.5 (Mandatory Prepayments) including any
         sub-accounts thereof.

         "REFERENCE BANKS" means the principal London offices of Bank of China,
         Citibank N.A., and HSBC Bank plc or any substitute reference banks
         appointed pursuant to Clause 18.10 (Reference Banks).

         "REPAYMENT DATES" means the dates set out in Column 2 of the table in
         Clause 6.1 under "Repayment Date".

         "REQUISITION PROCEEDS" means any and all amounts (other than Insurance
         Proceeds) payable by any relevant governmental or other competent
         authority or by any person

[Facility Agreement]

                                      -17-
<PAGE>

         acting by authority of the same in respect of any compensation or
         reimbursement of fees or otherwise payable in consequence of an
         Expropriation of an asset of any member of the Borrower Group or any
         member of the EAN Group or of any of AssetCo's right title or interest
         in and to any member of the EAN Group (after deducting the amount
         required by any other member of the Borrower Group or other member of
         the EAN Group to pay as compensation attributable to such event to
         third parties that are not Affiliates of the Borrower Group or the EAN
         Group).

         "REQUISITION PROCEEDS ESCROW ACCOUNT" means the account opened and
         maintained with the Security Trustee in the name of the Borrower for
         the purposes of holding amounts paid under the proviso to Clause
         7.5A(d).

         "RESTRICTED CASH" means, in respect of one or more members of the
         Borrower Group and the EAN Group, cash deposited or credit balances
         with a financial institution in a jurisdiction imposing restrictions,
         penalties and/or duties for the remittance of such cash or credit
         balances or part of any thereof outside that jurisdiction in each case
         not subject to a Security Interest.

         "RIGHT OF FIRST REFUSAL AGREEMENT" means the agreement between CNC HK
         and the Borrower whereby CNC HK grants the Borrower on behalf of the
         Borrower Group a right of first refusal or other similar arrangement
         reasonably acceptable to the Facility Agent in respect of any network
         capacity or service requirements of the Restricted Group (as defined
         therein) terminating outside China but within the Asia Pacific region
         in form and substance reasonably acceptable to the Facility Agent but
         subject to any contractual obligations which CNC HK may have entered
         into prior to 2nd December 2003.

         "SECURITY ASSIGNMENT OF THE RIGHT OF FIRST REFUSAL AGREEMENT" means the
         assignment by way of security of the Right of First Refusal Agreement
         entered into or to be entered into by the Borrower in favour of the
         Security Trustee in form and substance satisfactory to the Finance
         Parties.

         "SECURITY DOCUMENTS" means collectively:

         (a)      the Debentures;

         (b)      the Guarantees:

         (c)      the China Network Comfort Letter;

         (d)      the Group Assignments of Insurances;

         (e)      the Subordination Deeds;

         (f)      the Share Mortgages;

         (g)      the Charge Over Deposit;

         (h)      the Right of First Refusal Agreement;

[Facility Agreement]

                                      -18-
<PAGE>

         (i)      the Security Assignment of the Right of First Refusal
                  Agreement;

         (j)      the Charge Over Account;

         (k)      the Vendor Financing Security Documents;

         (l)      the Deeds of Transfer, Release and Settlement;

         (m)      the Vendor Financing Transfer Documents;

         (n)      the Intercreditor Agreement;

         (o)      each Additional Debenture;

         (p)      each Additional Share Mortgage;

         (q)      each Additional Assignment of Insurances;

         (r)      each Additional Subordination Deed; and

         (s)      each Additional Security Document;

         and any other document executed from time to time by whatever person as
         a further guarantee or security for the Borrower's obligations
         hereunder or any other Security Party's obligations under any other
         Finance Document and "SECURITY DOCUMENT" means any of them.

         "SECURITY INTEREST" means any mortgage, charge (whether fixed or
         floating), pledge, lien, hypothecation, assignment, security interest
         or encumbrance of any other kind securing or conferring any priority of
         payment in respect of any obligation of any person and including any
         right granted by a transaction which, in legal terms, is not the
         granting of security but which has an economic or financial effect
         similar to the granting of security in each case under any applicable
         law.

         "SECURITY PARTY" means the Borrower, the Guarantors, China Network,
         each other member of the Group and, where the context permits, any
         Additional Security Party or other person which has provided, or
         subsequently provides, a guarantee of or security, for all or any part
         of the obligations under the Finance Documents.

         "SECURITY PERFECTION REQUIREMENTS" means with respect to a Security
         Document payment of all stamp and documentary taxes and duties
         (including the payment of all such taxes and duties upon a revaluation
         of the Collateral the subject of such Security Document) required to be
         paid in any jurisdictions in order for the relevant Security Document
         to be admissible in evidence in the courts of those jurisdictions and
         valid, binding and enforceable and any other registration or notice
         requirement which is required in order to make the Security Document
         fully enforceable in Hong Kong and in the jurisdiction of the law
         governing that Security Document and (if requested by

[Facility Agreement]

                                      -19-
<PAGE>

         the Facility Agent or the Security Trustee, acting reasonably) the
         jurisdiction of the principal assets secured by that Security Document.

         "SECURITY TRUSTEE" means Industrial and Commercial Bank of China (Asia)
         Limited in its capacity as security trustee for the Finance Parties.

         "SERVICE REVENUE" means the US GAAP calculation for Total Revenue,
         including US GAAP Service Revenue not previously reported, from
         customers of the Borrower Group excluding IRU Cash Revenue or OA&M Cash
         Revenue.

         "SG&A EXPENSES" means the US GAAP calculation of selling, general and
         administrative expenses of the Borrower Group.

         "SHARE MORTGAGES" means collectively the ANC Share Mortgage, the EAN
         Share Mortgage and each of the mortgages or similar security documents
         in agreed form creating Security Interests to be entered into by the
         relevant Security Party set out in Schedule 12 Column 1 in favour of
         the Security Trustee over, inter alia, shares of the members of the
         Group in form and substance satisfactory to the Finance Parties.

         "SUBORDINATION DEEDS" means collectively each of the subordination
         deeds or similar security documents in agreed form under which the
         Borrower and EAN and each of their respective Material Subsidiaries,
         inter alia, subordinates its rights in respect of loans or advances
         made or to be made by it to members of the Borrower Group or as the
         case may be, the EAN Group and, as appropriate, its obligations in
         respect of loans or advances made or to be made to it by members of the
         Borrower's Group, in each case, to the Indebtedness constituted by this
         Agreement in form and substance satisfactory to the Finance Parties.

         "SUBSIDIARY" of a person means any company or entity directly or
         indirectly controlled by such person, for which purpose "control" means
         either ownership of more than 50% of the voting share capital (or
         equivalent right of ownership) of such company or entity or power to
         direct its policies and management whether by contract or otherwise.

         "SUPPLEMENTAL AMENDMENT AND RESTATEMENT DEED" means the deed dated
         27 July, 2004 amending and restating the Original Facility Agreement
         entered into by the Borrower, the Original Lenders, the Arrangers,
         China Everbright Bank and the Facility Agent.

         "SWITCH" means an electronic device connecting a telecommunication
         signal from one end-user to another end-user.

         "TAXES" includes all present and future taxes, levies, imposts, duties,
         fees or charges of whatever nature together with interest thereon and
         penalties in respect thereof and "TAXATION" shall be construed
         accordingly.

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

[Facility Agreement]

                                      -20-
<PAGE>

         "TAX ON OVERALL NET INCOME" of a person shall be construed as a
         reference to a Tax imposed on that person by the jurisdiction in which
         its principal office (and/or, in the case of a Lender, its Facility
         Office) is located by reference to (a) the net income, profits or gains
         received or receivable (but not any sum deemed to be received or
         receivable) of that person worldwide or (b) such of its net income,
         profits or gains received or receivable (but not any sum deemed to be
         received or receivable) as arise in or relate to that jurisdiction.

         "TAX PAYMENT" means either an increase in a payment made by the
         Borrower or any other Security Party under Clause 14.1 (Tax Gross-up)
         or a payment under Clause 14.2 (Tax Indemnity).

         "TELECOMMUNICATIONS PROVIDER" means a provider of telecommunications
         with a credit rating of "BB-" or above (as determined by Standard &
         Poor's International Ratings, or, if not rated by Standard & Poor's,
         the equivalent credit rating as determined by Moody's).

         "THIRD PARTY IRU" means an agreement or arrangement by which a member
         of the Borrower Group agrees to purchase IRUs of a Third Party IRU
         Capacity Provider.

         "THIRD PARTY IRU AGREEMENT" means an agreement between a member of the
         Borrower Group and a Third Party IRU Capacity Provider to purchase IRUs
         from that Third Party IRU Capacity Provider.

         "THIRD PARTY IRU CAPACITY PROVIDER" means a third party provider of
         capacity who is not a member of the Borrower Group.

         "TOTAL CAPITAL EXPENDITURE" means in relation to a stated period, the
         total aggregate expenditure by the Borrower Group on items of a capital
         nature but excluding:

         (i)      payments of interest and principal in relation to the Vendor
                  Financing;

         (ii)     Backhaul/Offnet Overhang; and

         (iii)    CPE.

         "TOTAL CASH AVAILABLE FOR DEBT SERVICE" means in relation to a stated
         period the Currency Equivalent of the sum of the amounts referred to on
         each Financial Covenant Test Date as Free Cash in the Borrower Group's
         latest audited consolidated financial statements or, as the case may
         be, its unaudited consolidated financial statements.

         "TOTAL COMMITMENTS" means the aggregate of the Total Tranche A
         Commitments and the Total Tranche B Commitments, being, subject to
         Clause 24 and Clause 25, in aggregate US$130,000,000 at the date of
         this Agreement.

         "TOTAL EXPENSES" means, in relation to a stated period, the aggregate
         for that period of:-

[Facility Agreement]

                                      -21-
<PAGE>

         (i)      SG&A Expenses;

         (ii)     OA&M Expenses; and

         (iii)    CoA Expenses.

         "TOTAL REVENUE" means, in relation to a stated period, the aggregate
         for that period of:-

         (i)      IRU Cash Revenue;

         (ii)     OA & M Cash Revenue; and

         (iii)    Service Revenue.

         "TOTAL TRANCHE A COMMITMENTS" means the aggregate of the Tranche A
         Commitments, being, subject to Clause 24 and Clause 25,
         US$73,666,666.67 at the date of this Agreement.

         "TOTAL TRANCHE B COMMITMENTS" means the aggregate of the Tranche B
         Commitments, being, subject to Clause 24 and Clause 25,
         US$56,333,333.33 at the date of this Agreement.

         "TRANCHE A" means the facility referred in Clause 2.1(a) (The
         Facility).

         "TRANCHE A ADVANCE" means an advance made or to be made by the Lenders
         to the Borrower under Tranche A or, as the case may be, the principal
         amount outstanding for the time being of any such advance.

         "TRANCHE A COMMITMENT" means:

         (a)      in relation to an Original Lender, the amount set opposite its
                  name under the heading "Tranche A Commitment" in Schedule 1
                  (The Lenders and their Commitments) and the amount of any
                  other Tranche A Commitment transferred to it under this
                  Agreement; and

         (b)      in relation to any other Lender, the amount of any Tranche A
                  Commitment transferred to it under this Agreement,

         to the extent not cancelled, reduced or transferred by it under this
         Agreement.

         "TRANCHE A LOAN" means at any time, the aggregate amount of all
         Advances outstanding under Tranche A at that time.

         "TRANCHE B" means the facility referred in Clause 2.1(b) (The
         Facility).

         "TRANCHE B ADVANCE" means an advance made or to be made by the Lenders
         to the Borrower under Tranche B or, as the case may be, the principal
         amount outstanding for the time being of any such advance.

         "TRANCHE B COMMITMENT" means:

[Facility Agreement]

                                      -22-
<PAGE>

         (a)      in relation to an Original Lender, the amount set opposite its
                  name under the heading "Tranche B Commitment" in Schedule 1
                  (The Lenders and their Commitment) and the amount of any other
                  Tranche B Commitment transferred to it under this Agreement;
                  and

         (b)      in relation to any other Lender, the amount of any Tranche B
                  Commitment transferred to it under this Agreement,

         to the extent not cancelled, reduced or transferred by it under this
         Agreement.

         "TRANCHE B LOAN" means at any time, the aggregate amount of all
         Advances outstanding under Tranche B at that time.

         "TRANSFER CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 5.

         "US GAAP" means generally accepted accounting principles applicable in
         the United States of America in effect from time to time.

         "US GAAP CASH" means the Currency Equivalent of the sum of the amounts
         referred to as cash in hand and credit bank balance in the Borrower
         Group's latest audited consolidated financial statements or, as the
         case may be, its unaudited consolidated financial statements.

         "US GAAP RESTRICTED CASH" means the sum of the amounts of cash
         deposited by any one or more members of the Borrower Group and used as
         collateral for a guarantee issued by a financial institution at the
         request of any one or more members of the Borrower Group in the
         ordinary course of business.

         "UNPAID SUM" means any sum due and payable but unpaid by a Security
         Party under the Finance Documents.

         "VENDORS" means NEC and KDDI.

         "VENDOR FINANCING" means the secured financings made available to,
         inter alia, EAN by the Vendors brief details of which are set out in
         Schedule 6.

         "VENDOR FINANCING INTERCREDITOR DOCUMENTS" means the collateral agency
         agreement dated 14th May 2002 between Asia Global Crossing Limited,
         EAN, the Collateral Agent (as defined therein), NEC and KDDI and the
         intercreditor agreement dated 14th May 2002 between Asia Global
         Crossing Limited EAN, the Collateral Agent (as defined therein), NEC
         and KDDI.

         "VENDOR FINANCING SECURED PARTIES" means KDDI, NEC and the Vendor
         Security Trustees as the beneficiaries of the Vendor Financing Security
         Documents.

         "VENDOR FINANCING SECURITY DOCUMENTS" means together, the NEC PDA and
         the KDDI PDA (each as defined in Schedule 6), the agreements
         constituting or evidencing the Security Interests granted as security
         for the Vendor Financing in

[Facility Agreement]

                                      -23-
<PAGE>

         favour of KDDI and NEC or the Vendor Security Trustee or any of them,
         and the Vendor Financing Intercreditor Documents.

         "VENDOR FINANCING TRANSFER DOCUMENTS" means collectively the NEC Deed
         of Transfer, Release and Settlement, the KDDI Deed of Transfer, Release
         and Settlement and each of the agreements and documents listed in the
         respective Schedules thereto or required under any such agreement or
         document.

         "VENDOR SECURITY TRUSTEES" means together, DB Trustees (Hong Kong)
         Limited and Fubon Commercial Bank Co., Ltd., and each a "VENDOR
         SECURITY TRUSTEE".

         "VOICE USAGE" means the transmission and delivery of voice traffic for
         other telecommunications carriers.

1.2      CLAUSE HEADINGS

         Clause headings and the table of contents are inserted for convenience
         of reference only and shall be ignored in the interpretation of this
         Agreement.

1.3      CONSTRUCTION

         In this Agreement, unless the context otherwise requires:-

         (a)      references to an "AFFILIATE" means, with respect to any
                  specified person, any other person that directly, or
                  indirectly through one or more intermediaries, is controlled
                  by, controls, or is under common control with, such specified
                  person;

         (b)      references to a document being in "AGREED FORM" or to a matter
                  being "AGREED" means such document or matter as agreed by the
                  Facility Agent;

         (c)      references to "ASSETS" include present and future properties,
                  revenues and rights of every description (whether real,
                  personal or mixed, and whether tangible or intangible);

         (d)      references to an "AUTHORISATION" includes any authorisation,
                  consent, approval, resolution, licence, exemption, filing,
                  notarisation, lodgement or registration;

         (e)      references to "CONTROL" of a person means the possession,
                  directly or indirectly, of the power to direct or cause the
                  direction of the management and policies of a person and the
                  investment in such person, whether through the ownership of
                  share capital or voting securities, as trustee or executor, by
                  contract or otherwise, including, without limitation, the
                  ownership, directly or indirectly, of share capital or
                  securities having the power to elect and/or remove a majority
                  of the board of directors or similar body governing the
                  affairs of such person; and "CONTROLLED" shall be construed
                  accordingly;

[Facility Agreement]

                                      -24-
<PAGE>

         (f)      references to "DISPOSAL" includes any sale, transfer, grant,
                  assignment, lease, exchange or other disposal, whether
                  voluntary or involuntary, and "DISPOSE" shall be construed
                  accordingly;

         (g)      a reference to "GUARANTEE" includes any other obligation
                  (whatever called) of any person to pay, purchase, provide
                  funds (whether by way of the advance of money, the purchase of
                  or subscription for shares or other securities, the purchase
                  of assets or services, or otherwise) for the payment of, or
                  otherwise indemnify against the consequences of default in the
                  payment of, or otherwise be responsible for, any indebtedness
                  of any other person;

         (h)      "MONTH" shall be construed as a reference to a period starting
                  on one day in a calendar month and ending on the numerically
                  corresponding day in the next calendar month (and any
                  reference to "MONTHS" shall be construed accordingly) save
                  that, where any such period would otherwise end on a day which
                  is not a Business Day, it shall end on the next Business Day
                  (or, if that Business Day falls in the following month, on the
                  immediately preceding Business Day), PROVIDED THAT if a period
                  starts on the last Business Day in a calendar month or if
                  there is no numerically corresponding day in the month in
                  which that period ends, that period shall end on the last
                  Business Day in that later month;

         (i)      references to a "PERSON" include references to an individual,
                  firm, company, corporation, unincorporated body of persons or
                  any state or any agency thereof;

         (j)      references to 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;

         (k)      references to "SHARE CAPITAL" includes in respect of any
                  person, any subscriptions, options, warrants, commitments,
                  pre-emptive rights or agreements of any kind (including any
                  shareholders' or voting trust agreements) for the issuance,
                  sale, registration or voting of, or securities convertible
                  into, any additional shares of share capital of any class, or
                  partnership or other ownership interests of any type in, that
                  person and references to "CLASS" means a class of common
                  shares, preferred shares, loan stock or equivalent instruments
                  of a company, whenever issued and, for the avoidance of doubt,
                  each series of ordinary shares, preferred shares, loan stock
                  or equivalent instruments in a company, whenever issued and
                  whether or not having different features, shall be considered
                  as a separate class;

         (l)      references to "INCLUDE", "INCLUDES" and "INCLUDING" shall be
                  construed without limitation;

         (m)      references to Clauses, Schedules and Recitals include
                  references to the clauses of, schedules and recitals to, this
                  Agreement and references to this Agreement include its
                  Schedules;

[Facility Agreement]

                                      -25-
<PAGE>

         (n)      references in a Clause to a Sub-Clause include references to a
                  sub-clause of that Clause;

         (o)      references to (or to any specified provision of) this
                  Agreement or any other Finance Document or other document
                  include references to this Agreement, that Finance Document,
                  that provision or that document as in force for the time being
                  and as amended, varied, novated or supplemented in accordance
                  with the terms thereof;

         (p)      words importing the plural include the singular and vice
                  versa;

         (q)      references to an "ADDITIONAL SECURITY PARTY", the "BORROWER",
                  the "FACILITY AGENT", an "ORIGINAL LENDER", any "FINANCE
                  PARTY" any "OBLIGOR", any "SECURITY PARTY", any "FINANCE
                  PARTY" the "SECURITY TRUSTEE" or any "LENDER" where the
                  context permits, include their respective successors and
                  permitted transferees and permitted assigns in accordance with
                  their respective interests;

         (r)      a Default (other than an Event of Default) is "CONTINUING" if
                  it has not been remedied or waived and an Event of Default is
                  "CONTINUING" if it has not been waived.

2.       THE FACILITY

2.1      THE FACILITY

         Subject to the terms and conditions of this Agreement, the Lenders
         hereby agree to make available to the Borrower, the Facility in two
         tranches:-

         (a)      Tranche A of up to an aggregate amount equal to the Total
                  Tranche A Commitments; and

         (b)      Tranche B of up to an aggregate amount equal to the Total
                  Tranche B Commitments.

2.2      PRO RATA PARTICIPATION

         (a)      Subject to the remaining provisions of this Clause 2 each
                  Lender shall participate in each Advance to be made under the
                  Facility in the proportion borne by its Commitment to the
                  Total Commitments (the "AGREED PROPORTIONS").

         (b)      Each Lender shall participate in the first Advance made under
                  Tranche A as follows:

<TABLE>
<CAPTION>
LENDER                                               AMOUNT OF TRANCHE A FIRST ADVANCE
--------------------------------------------------------------------------------------
<S>                                                  <C>
ICBC Beijing Branch                                            13,500,000.00
ICBC Shanghai Branch                                            9,000,000.00
</TABLE>

[Facility Agreement]

                                      -26-
<PAGE>

<TABLE>
<S>                                                         <C>
ICBC Hong Kong Branch                                        4,500,000.00
China Minsheng Banking Corp. Ltd.                                    0.00
CITIC Industrial Bank                                        3,333,333.33
Bank of Communications                                       1,666,666.67
Huaxia Bank                                                  1,666,666.67
                              TOTAL                         33,666,666.67
</TABLE>

         (c)      For each subsequent Tranche A Advance, each Lender shall
                  participate in that Tranche A Advance in such amounts
                  determined by the Facility Agent (acting reasonably) as will
                  as quickly as possible, result in each Lender's proportion of
                  the Tranche A Advances being in the Agreed Proportions and
                  thereafter, each Lender shall participate in any Tranche A
                  Advance in accordance with Clause 2.2 (a) above PROVIDED THAT
                  no Lender shall be obliged to participate for more than its
                  Tranche A Commitment.

2.3      RIGHTS AND OBLIGATIONS OF EACH LENDER SEVERAL

         (a)      Subject as otherwise expressly provided in this Agreement, the
                  obligations of each Finance Party under the Finance Documents
                  are several and failure of a Finance Party to carry out its
                  obligations does not affect the obligations of any other party
                  under any of the Finance Documents nor shall any other party
                  to the Finance Documents be responsible or liable for the
                  obligations of such Finance Party under the Finance Documents.

         (b)      The rights of each Finance Party under or in connection with a
                  Finance Document are separate and independent rights and any
                  debt arising under a Finance Document to a Finance Party from
                  a Security Party shall be a separate and independent debt.

         (c)      Each Finance Party to this Agreement shall except as otherwise
                  stated in the Finance Documents, be entitled to protect and
                  enforce its rights arising out of the Finance Documents
                  independently.

3.       PURPOSE

         (a)      Tranche A shall be used towards financing Approved Capital
                  Expenditure and part towards the on-lending of funds to NewCo
                  to purchase the indebtedness and Security Interests
                  constituted by the Vendor Financing and, subject to prior
                  written consent from the Facility Agent acting on the
                  instructions of the Majority Lenders, the repayment of
                  Existing Shareholder Loans; and

[Facility Agreement]

                                      -27-
<PAGE>

         (b)      Tranche B shall be used solely towards the on-lending of funds
                  to NewCo to purchase the indebtedness and Security Interests
                  constituted by the Vendor Financing subject always to Clause
                  24 (Agreement to Permit Additional Lenders) and Clause 25
                  (Agreement to Permit Lender to Increase its Commitment),

         but no Finance Party shall be obliged to monitor or verify the
         application of the proceeds by the Borrower.

4.       DRAWDOWN

4.1      DRAWDOWN

         Subject to Clause 5 (Conditions Precedent), each Advance in respect of
         a Facility shall only be made by the Lenders through the Facility Agent
         to the Borrower on each Drawdown Date if the following conditions are
         fulfilled:-

         (a)      not later than 11:00 a.m. (Hong Kong time) on the second
                  Business Day before the proposed Drawdown Date of the relevant
                  Advance, the Facility Agent has received from the Borrower a
                  Drawdown Notice which shall be irrevocable and shall oblige
                  the Borrower to borrow such Advance on the Drawdown Date as
                  stated in that Drawdown Notice upon the terms and conditions
                  of this Agreement;

         (b)      the proposed Drawdown Date of that Advance is a Business Day
                  falling within the Drawdown Period;

         (c)      the proposed Drawdown Date of that Advance is not less than 4
                  Business Days after the date upon which the previous Advance
                  (if any) was made under this Agreement; and

         (d)      the proposed amount of that Advance is either (i) an amount of
                  not less than US$1,000,000 or if greater an integral multiple
                  of US$100,000 which is less than the amount of the aggregate
                  Available Commitments in respect of that Facility or (ii)
                  equal to the amount of the aggregate Available Commitments in
                  respect of that Facility on the proposed Drawdown Date for
                  that Advance.

4.2      NOTIFICATION OF DRAWDOWN NOTICE AND LENDERS' PARTICIPATIONS

         Upon receipt of a Drawdown Notice complying with the terms of this
         Agreement in respect of an Advance, the Facility Agent shall promptly
         notify each Lender of the proposed Drawdown Date and the amount of each
         Lender's proportion of that Advance and subject to the terms of this
         Agreement, each of the Lenders shall make available to the Facility
         Agent on such Drawdown Date its proportion of that Advance.

4.3      PAYMENT OF PROCEEDS

[Facility Agreement]

                                      -28-
<PAGE>

         All amounts to be made available by the Lenders to the Facility Agent
         shall be made available not later than 11:00 a.m. (New York time) on
         the relevant due date in Dollars in immediately available freely
         transferable cleared funds to the account of the Facility Agent as
         specified by the Facility Agent for this purpose from time to time.

4.4      REDUCTION OF ADVANCE

         If a Lender's Available Commitment is reduced in accordance with the
         terms of this Agreement after the Facility Agent has received a
         Drawdown Notice for an Advance then the amount of that Advance shall be
         reduced accordingly.

4.5      CANCELLATION AFTER DRAWDOWN PERIOD

         Any part of the Facility which remains undrawn or uncancelled by the
         end of the Drawdown Period shall at that time be automatically
         cancelled and the Available Commitment of each Lender shall at that
         time be reduced to zero.

5.       CONDITIONS PRECEDENT

5.1      DOCUMENTARY CONDITIONS PRECEDENT

         Subject to Clause 5.3 (Waiver or Deferral of Conditions), unless all
         the Finance Parties otherwise agree in writing with the Borrower, the
         Borrower may not deliver a Drawdown Notice for the first Advance until
         the Facility Agent, or its duly authorised representative, shall have
         confirmed to the Borrower and the Lenders that it has received the
         documents and evidence specified in Schedule 3, each in form and
         substance satisfactory to the Facility Agent.

5.2      FURTHER CONDITIONS

         The obligation of each Lender to contribute to any Advance is subject
         to the further conditions that at the time of the making of that
         Advance:-

         (i)      no event mentioned in Clause 9.1 (Market Disruption) occurs or
                  has occurred in relation to that Advance or any other Advance
                  or the Loan;

         (ii)     the representations and warranties in Clause 15
                  (Representations and Warranties) are true and correct in all
                  material respects (in the Facility Agent's sole opinion) as if
                  made on and as of the time of the making of that Advance by
                  reference to the facts and circumstances existing at such
                  time;

         (iii)    no Default is continuing, or will occur as a result of making
                  that Advance; and

         (iv)     not later than 11:00 a.m. (Hong Kong time) on the proposed
                  Drawdown Date of that Advance, the Facility Agent has received
                  and found satisfactory such additional information, legal
                  opinions and/or other documents (if any) relevant in the
                  context of or relating to the Finance Documents and the
                  Borrower or the

[Facility Agreement]

                                      -29-
<PAGE>

                  transactions contemplated hereby as the Facility Agent may
                  reasonably request as a result of circumstances which have
                  arisen or come to its attention since the signing of this
                  Agreement.

5.3      WAIVER OR DEFERRAL OF CONDITIONS

         If all the conditions set out in Clauses 5.1 (Documentary Conditions
         Precedent) have not, in the sole opinion of each Finance Party, been
         satisfied in full, the Borrower may within 3 months from the date of
         this Agreement request all the Lenders (who shall not be obliged to do
         so and shall each have an absolute discretion whether or not to do so
         and in any event only if all agree to do so) to make one or more
         Advances in an aggregate amount not to exceed US$90,000,000 subject to
         the following conditions:-

         (a)      if any of the conditions specified in Clause 5.1 (Documentary
                  Conditions Precedent) is waived or deferred by the Facility
                  Agent (acting in accordance with the instructions of all the
                  other Finance Parties), prior to such an Advance being made,
                  the Facility Agent shall (if so requested by all the other
                  Finance Parties) attach to such waiver or deferral such
                  requirements and further or other conditions as it thinks fit
                  in relation to that waiver or deferral, and the Obligors shall
                  and undertake to fulfil, or procure fulfilment of, all such
                  requirements or further or other conditions as may be notified
                  to the Obligors by the Facility Agent (acting in accordance
                  with the instructions of all the other Finance Parties) in
                  writing, in accordance with the terms of such notification;
                  and

         (b)      if the Facility Agent agrees (in accordance with the
                  instructions of all the other Finance Parties) to permit an
                  Advance on terms (express or otherwise) that any condition
                  specified in Clause 5.1 (Documentary Conditions Precedent) may
                  be fulfilled after the First Drawdown Date, the Obligors shall
                  (unless the Facility Agent (acting in accordance with the
                  instructions of all the other Finance Parties) shall have
                  expressly agreed otherwise in writing with the Obligors)
                  procure that such condition is fulfilled within 3 months after
                  the First Drawdown Date (or such other period as the Obligors
                  and the Facility Agent (acting in accordance with the
                  instructions of all the other Finance Parties) may agree
                  having regard to the nature of such condition to be fulfilled)
                  failing which it shall be an Event of Default.

6.       REPAYMENT

6.1      REPAYMENT

         The Borrower shall repay each of the Tranche A Loan and Tranche B Loan
         in instalments by repaying on each Repayment Date the amount set out
         under the column "Repayment Amount" in the table below adjacent to such
         Repayment Date in the manner set out below:-

[Facility Agreement]

                                      -30-
<PAGE>

<TABLE>
<CAPTION>
INSTALMENT NO.                           REPAYMENT DATE                       REPAYMENT AMOUNT
<S>                           <C>                                   <C>
Instalment 1                  36 months after the earlier of (i)    Equal to 7.5% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period

Instalment 2                  39 months after the earlier of (i)    Equal to 7.5% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period

Instalment 3                  42 months after the earlier of (i)    Equal to 10% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period

Instalment 4                  45 months after the earlier of (i)    Equal to 10% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period

Instalment 5                  48 months after the earlier of (i)    Equal to 10% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period

Instalment 6                  51 months after the earlier of (i)    Equal to 10% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period

Instalment 7                  54 months after the earlier of (i)    Equal to 10% of the amount of each
                              First Drawdown Date and (ii) 31       of the Tranche A Loan and the
                              July 2004                             Tranche B Loan then outstanding as
                                                                    at the end of the Drawdown Period

Instalment 8                  57 months after the earlier of (i)    Equal to 10% of the amount of each
                              First Drawdown Date and (ii) the      of the Tranche A Loan and the
                              31 July 2004                          Tranche B Loan outstanding as at
                                                                    the end of the Drawdown Period
</TABLE>

[Facility Agreement]

                                      -31-
<PAGE>

<TABLE>
<S>                           <C>                                   <C>
Instalment 9                  Final Maturity Date                   Outstanding balance of each of the
                                                                    Tranche A Loan and the Tranche B
                                                                    Loan outstanding as at the end of
                                                                    the Drawdown Period
</TABLE>

6.2      REPAYMENTS OR PREPAYMENTS PRIOR TO PARTICIPATIONS IN THE AGREED
         PROPORTIONS

         If after the First Drawdown Date but before the participation of each
         Lender in the Tranche A Advances has reached that Lender's Agreed
         Proportion, a repayment is made under Clause 6.1 or a prepayment is
         made under Clause 7.1, the Facility Agent shall apply the amount
         received as between the two Loans in the proportions that the amounts
         then actually outstanding in respect of each Loan bears to the
         aggregate amount then actually outstanding in respect of both Loans and
         then as between the Lenders under a Loan, in the proportions that their
         actual participation in that Loan outstanding immediately prior to that
         date bears to the aggregate sum of the Tranche A Loan and the Tranche B
         Loan outstanding immediately before the repayment or prepayment, as the
         case may be.

7.       VOLUNTARY PREPAYMENT, CANCELLATION AND MANDATORY PREPAYMENT

7.1      VOLUNTARY PREPAYMENT

         The Borrower may, at any time after the Drawdown Period, prepay without
         premium or penalty (subject to Clause 12 (Indemnities)) all or any part
         of any Advance or the Loan on an Interest Payment Date applicable to
         the amount to be prepaid, provided that:-

         (a)      the Borrower shall have given to the Facility Agent not less
                  than 14 Business Days' prior written notice of the amount and
                  proposed date of prepayment; and

         (b)      the amount of any partial prepayment shall be not less than
                  US$20,000,000 and an integral multiple of US$10,000,000 or the
                  remaining balance of the Loan; and

         (c)      subject to the provisions of Clause 6.2 and Clause 13.4 the
                  amount of any prepayment shall be applied to reduce the
                  Tranche A Loan and the Tranche B Loan pro rata and in inverse
                  order of maturity.

         No amount prepaid may subsequently be reborrowed.

7.2      ADDITIONAL AMOUNTS ON PREPAYMENT

[Facility Agreement]

                                      -32-
<PAGE>

         Any prepayment under this Agreement shall be made together with accrued
         interest thereon, any Breakage Costs and all other sums then due and
         payable under the Finance Documents.

7.3      CANCELLATION OF AVAILABLE COMMITMENTS

         The Borrower may within the Drawdown Period, by giving to the Facility
         Agent not less than 14 Business Days' prior written notice specifying
         the amount to be cancelled, cancel without premium or penalty all or
         any part (but, if in part, being an amount of not less than
         US$20,000,000 and an integral multiple of US$10,000,000) of the Total
         Commitments under an Available Facility. Any cancellation in part shall
         reduce the Available Commitment of each Lender under that Facility
         rateably, and any amount cancelled may not be reinstated.

7.4      IRREVOCABILITY

         Any notice of prepayment or cancellation given by the Borrower under
         this Agreement shall be irrevocable and shall specify the date upon
         which such prepayment or cancellation is to be made and the amount of
         such prepayment or cancellation and shall oblige the Borrower to make
         such prepayment or cancellation on such date.

7.5      MANDATORY PREPAYMENT

A.       Without prejudice to the Borrower's obligations under Clause 6
         (Repayment), but subject to Clause 7.5B (Provisions applicable to
         Mandatory Prepayments), the Borrower shall, in the circumstances and
         manner described below make a Mandatory Prepayment.

         (a)      ASSET DISPOSALS: Without prejudice to Clause 16.16(c) (Further
                  Undertakings) and without limiting the obligation of any
                  member of the Borrower Group to obtain the consent of the
                  Facility Agent pursuant to Clause 16.20 (Notification and
                  Consent), the Borrower shall, not later than 5 Business Days
                  prior to the occurrence of a Disposition or, as the case may
                  be, the anticipated occurrence of the circumstances listed in
                  Clause 7.5A.(a)(ii) below notify the Facility Agent in
                  writing, and, in the case of a Disposition, deliver to the
                  Facility Agent a statement certified by an Approved Officer of
                  the Borrower, in form and detail satisfactory to the Facility
                  Agent, of the amount of the expected Disposition Proceeds and
                  upon completion of the Disposition or occurrence of the
                  circumstances listed in Clause 7.5A.(a)(ii) below, as the case
                  may be, the Borrower shall ensure that any Disposition
                  Proceeds or amounts referred to in Clause 7.5A(a)(ii) below as
                  the case may be are paid into the Prepayment Escrow Account
                  for the purpose of making a Mandatory Prepayment in accordance
                  with Clause 7.5B in an amount equal to:

                  (i)      the Disposition Proceeds of each Disposition of any
                           asset occurring outside the ordinary course of its
                           business whether in a single transaction or a series
                           of transactions where the receivable proceeds of such
                           Dispositions in any Financial Year of the Borrower
                           are in

[Facility Agreement]

                                      -33-
<PAGE>

                           aggregate in excess of US$250,000 and such proceeds
                           are not reinvested in the business of the Borrower
                           Group with the prior approval of the Facility Agent
                           within 180 days of such Disposition, less, an amount,
                           calculated by the Borrower to the reasonable
                           satisfaction of the Facility Agent, equal to the
                           aggregate of (x) agreed costs of such member of the
                           Borrower Group directly attributable to the
                           Disposition and (y) reasonable provision for Taxes
                           directly attributable to the Disposition; and

                  (ii)     the IRU Cash Revenue whether in a single transaction
                           or a series of transactions by any member of the
                           Borrower Group where such IRU Cash Revenue is in
                           aggregate in excess of US$80,000,000 ( excluding OA &
                           M Cash Revenue) in any Financial Year commencing
                           after 1 April 2004,

                  PROVIDED THAT pending any reinvestment of such proceeds as
                  referred to in paragraph (i) above the Borrower shall ensure
                  that such Disposition Proceeds shall be paid into the
                  Disposition Proceeds Escrow Account and no part of any
                  Disposition Proceeds paid into the Disposition Proceeds Escrow
                  Account shall be withdrawn except either to apply the same in
                  such reinvestment or at the end of the 180 days periods to be
                  transferred to the Prepayment Escrow Account.

         (b)      IPO: Upon the receipt of any IPO Net Proceeds, the Borrower
                  shall notify the Facility Agent by giving it notice in the
                  form of Schedule 9 and shall:

                  (i)      immediately after their receipt pay into the
                           Prepayment Escrow Account an amount equal to 50% of
                           such IPO Net Proceeds (unless a lesser amount is
                           required to fully pay off all amounts outstanding
                           under the Finance Documents) for the purpose of
                           making a Mandatory Prepayment in accordance with
                           Clause 7.5B; and

                  (ii)     procure that the balance of such IPO Net Proceeds are
                           reinvested in the business of the Borrower and/or any
                           member of the Borrower Group.

         (c)      INSURANCE PROCEEDS: The Borrower shall or shall procure that
                  any Insurance Proceeds received by (i) the Borrower or any
                  member of the Borrower Group; or (ii) AssetCo or any member of
                  the AssetCo Group; or (iii) the relevant loss payee, as the
                  case maybe, in excess of US$1,000,000 (or its Currency
                  Equivalent) in respect of any single incident (less any
                  compensation and/or claim due to be paid out in settlement of
                  claims in respect of third party liability in respect of such
                  incident) are paid as soon as reasonably practicable to the
                  Prepayment Escrow Account for the purposes of making a
                  Mandatory Prepayment in accordance with Clause 7.5B UNLESS:

                  (i)      within 30 days of such incident the Borrower or
                           AssetCo provides the Facility Agent with a
                           reinstatement plan for the repair or replacement of
                           the damaged asset to restore such damaged assets to a
                           state and level

[Facility Agreement]

                                      -34-
<PAGE>

                           of performance substantially similar to the state and
                           level of performance immediately prior to the
                           incident (the "REINSTATEMENT PLAN"); and

                  (ii)     within 240 days after the Reinstatement Plan is
                           submitted to the Facility Agent, the damaged asset
                           the subject of such incident has been restored to its
                           state and level of performance immediately prior to
                           the incident to the reasonable satisfaction of the
                           Facility Agent,

                  PROVIDED THAT pending the satisfaction of the conditions in
                  paragraphs (i) and (ii) above the Borrower shall ensure that
                  such Insurance Proceeds shall be paid into the Insurance
                  Proceeds Escrow Account and no part of any Insurance Proceeds
                  paid into the Insurance Proceeds Escrow Account shall be
                  withdrawn except for the purpose described in Clause
                  7.5A(c)(ii) within that 240 days period or at the end of such
                  240 days period to be transferred to the Prepayment Escrow
                  Account.

         (d)      REQUISITION PROCEEDS: Upon the receipt by any member of the
                  Borrower Group of any Requisition Proceeds, the Borrower shall
                  or shall procure that such member of the Borrower Group pays
                  such Requisition Proceeds into the Prepayment Escrow Account
                  for the purposes of making a Mandatory Prepayment in
                  accordance with Clause 7.5B in an amount equal to the amount
                  of Requisition Proceeds received, but excluding Requisition
                  Proceeds which:

                  (i)      relate to assets/facilities of the Borrower essential
                           for the continued operation of the Borrower Group's
                           core business which are applied to replace assets
                           and/or establish alternative facilities similar or
                           comparable to the assets and/or facilities in respect
                           of which Requisition Proceeds were received; or

                  (ii)     which do not fall within paragraph (i) above but
                           which the Facility Agent acting on the instructions
                           of the Majority Lenders has agreed (such agreement
                           not to be unreasonably withheld or delayed) may be
                           applied to replace assets and/or establish
                           alternative facilities similar or comparable to the
                           assets and/or facilities in respect of which the
                           Requisition Proceeds were received.

                  PROVIDED THAT in the case of any Requisition Proceeds falling
                  within the terms of Clause 7.5A(d)(i) or (ii) above, the
                  Borrower shall ensure that such Requisition Proceeds shall be
                  paid into the Requisition Proceeds Escrow Account.

         (e)      NEW INDEBTEDNESS: Upon any member of the Borrower Group
                  raising any Indebtedness from time to time which is not
                  Permitted Indebtedness ("NEW INDEBTEDNESS PROCEEDS"), the
                  Borrower shall or shall procure that simultaneously therewith
                  an amount equal to the amount of such New Indebtedness
                  Proceeds is immediately paid into the Prepayment Escrow
                  Account for the purpose of making a Mandatory Prepayment in
                  accordance with Clause 7.5B.

[Facility Agreement]

                                      -35-
<PAGE>

         Nothing in this Clause 7.5A (Mandatory Prepayment) shall be deemed to
         limit any obligation of any member of the Borrower Group or the AssetCo
         Group (as the case may be) pursuant to the other provisions of this
         Clause 7.5 or any of the other Finance Documents to remit any of the
         Insurance Proceeds, the Requisition Proceeds, the IPO Net Proceeds, the
         New Indebtedness Proceeds or the Disposition Proceeds to the Prepayment
         Escrow Account maintained by the Borrower with the Facility Agent
         pursuant to any of the Finance Documents.

B.       Within 5 Business Days after the date on which any Disposition
         Proceeds, IPO Net Proceeds, Insurance Proceeds, Requisition Proceeds,
         New Indebtedness Proceeds or any other monies payable pursuant to
         Clause 7.5A ("PROCEEDS") have been received, (such dates the "RECEIPT
         DATE") the Borrower shall deliver a certificate to the Facility Agent
         confirming the relevant Receipt Date, the amount and nature of such
         Proceeds and amounts deducted therefrom, and the Borrower shall ensure
         that all Proceeds are paid directly upon receipt into the Prepayment
         Escrow Account or, as the case may be, the other relevant Escrow
         Account and shall upon receipt into the Prepayment Escrow Account make
         a Mandatory Prepayment in an amount equal to such Proceeds and:

         (a)      any Mandatory Prepayment shall be made together with accrued
                  interest thereon, any Breakage Costs and all other sums then
                  due and payable under the Finance Documents;

         (b)      each Mandatory Prepayment shall be applied to reduce the
                  Tranche A Loan and the Tranche B Loan pro rata and in inverse
                  order of maturity.

         Where, pursuant to Clause 7.5A and 7.5B (Mandatory Prepayment), the
         Borrower is required to procure a prepayment of the Loan on any day
         which is not an Interest Payment Date under this Agreement, the
         Borrower shall unless such has already been deposited pursuant to the
         provisions of Clause 7.5A., deposit into the Prepayment Escrow Account
         the amount of the required prepayment, which amount shall (a) be
         required to be retained in such Prepayment Escrow Account until the
         next Interest Payment Date under this Agreement whereupon the Borrower
         will make the required prepayment of the Loan on such relevant Interest
         Payment Date by applying the credit balance on such Prepayment Escrow
         Account in such prepayment and (b) bear interest for the period of such
         deposit (on the basis of a year of 360 days and the actual number of
         days elapsed) at the rate per annum conclusively determined by the
         Facility Agent to be the rate per annum at which Dollar deposits in an
         amount comparable to such credit balance may be deposited by the
         Facility Agent for the relevant period of such deposit in London
         interbank market.

C.       If at any time so long as any sum remains payable under the Finance
         Documents or any part of a Facility remains available:

         (a)      (i) China Network ceases to control or to be the Holding
                  Company of CNC HK or AssetCo; or (ii) any person or groups of
                  persons acting in concert or acting together gains control or
                  becomes the Holding Company of CNC HK or AssetCo; or

[Facility Agreement]

                                      -36-
<PAGE>

         (b)      prior to the Guarantor IPO Date, any change is made to the
                  general nature of the business of the CNC HK Group which is
                  reasonably likely to materially and adversely affect the
                  business or financial condition of the CNC HK Group as
                  compared to the financial condition of the CNC HK Group as at
                  31 December 2003 or the ability of any Security Party to
                  perform its respective obligations under the Finance
                  Documents,

         then:

                  (i)      the Borrower shall promptly notify the Facility Agent
                           upon becoming aware of that event; and

                  (ii)     without prejudice to paragraph (i) above, upon the
                           Facility Agent becoming aware of that event, if the
                           Lenders so require, the Facility Agent shall by not
                           less than 14 days notice to the Borrower cancel the
                           Total Commitments of each Facility and declare all
                           Outstandings of the Lenders together with accrued
                           interest thereon, any Breakage Costs and all other
                           amounts accrued and then due and payable under the
                           Finance Documents immediately due and payable,
                           whereupon the Total Commitments of each Facility will
                           be cancelled and all such outstanding amounts will
                           immediately become due and payable and the Borrower
                           shall prepay an amount equal to such outstanding
                           amounts subject to and in accordance with Clause 7.2
                           and 7.4.

         For the purpose of paragraph 7.5C(a)(ii) above, a person "ACTING IN
         CONCERT" with another person has the meaning given to it in the Codes
         on Takeovers and Mergers and Share Repurchases published from time to
         time by the Securities and Futures Commission of Hong Kong and "ACTING
         TOGETHER" means two or more persons acting together for the purposes of
         acquiring, holding, voting or disposing of equity securities or share
         capital as referred to in the United States Securities and Exchange
         Commission Rule 13d-5.

8.       INTEREST

8.1      INTEREST RATE

         The Borrower shall pay interest in arrears on each Advance or, as the
         case may be, the Loan in respect of each Interest Period on each
         Interest Payment Date at the annual rate of interest determined by the
         Facility Agent to be the aggregate of (i) the Margin and (ii) LIBOR for
         that Interest Period.

8.2      INTEREST PERIODS

         The Interest Periods applicable to each Advance or, as the case may be,
         the Loan shall be of 3 month's duration PROVIDED THAT:-

         (a)      the first Interest Period in relation to each Advance shall
                  commence on the Drawdown Date of that Advance;

[Facility Agreement]

                                      -37-
<PAGE>

         (b)      each Interest Period (other than the first Interest Period in
                  relation to each Advance) shall commence on the last day of
                  the preceding Interest Period;

         (c)      in relation to each Advance other than the first Advance, the
                  first Interest Period shall end on the last day of the then
                  current Interest Period in respect of the Loan so that all
                  existing Advances shall be consolidated upon the expiry of
                  each Interest Period (to the extent not already consolidated
                  in accordance with this Clause 8.2 (Interest Periods));

         (d)      any Interest Period which would otherwise end on a
                  non-Business Day shall instead end on the next following
                  Business Day or, if that Business Day is in another calendar
                  month, on the immediately preceding Business Day;

         (e)      if any Interest Period commences on the last Business Day of a
                  calendar month or on a day for which there is no numerically
                  corresponding day in the calendar month 3 months thereafter,
                  as the case may be, that Interest Period shall, subject to
                  Clause 8.2 (c) and (f) (Interest Periods), end on the last
                  Business Day of such later calendar month; and

         (f)      any Interest Period which would otherwise overrun a Repayment
                  Date or the Final Maturity Date shall instead end on that
                  Repayment Date or, as the case may be, the Final Maturity
                  Date, subject to adjustment in accordance with Clause 13.7
                  (Business Day Convention).

8.3      DAY COUNT CONVENTION

         Interest shall accrue from day to day and shall be calculated on the
         basis of the actual number of days elapsed and a 360-day year,
         including the first day of the period during which it accrues but
         excluding the last.

8.4      DEFAULT INTEREST

         (a)      If a Security Party fails to pay any amount payable by it
                  under a Finance Document on its due date, (to the extent that
                  such Finance Document does not contain provisions for the
                  payment of interest at a default rate) interest shall accrue
                  on the overdue amount from the due date up to the date of
                  actual payment (both before and after judgment) at the Default
                  Rate in the currency of the overdue amount for successive
                  Interest Periods, each of a duration selected by the Facility
                  Agent. Any interest accruing under this Clause 8.4 (Default
                  Interest) shall be immediately payable by the Borrower on
                  demand by the Facility Agent.

         (b)      If any overdue amount consists of all or part of a Loan which
                  became due on a day which was not the last day of an Interest
                  Period relating to that Loan:

                  (i)      the first Interest Period for that overdue amount
                           shall have a duration equal to the unexpired portion
                           of the current Interest Period relating to that Loan;
                           and

[Facility Agreement]

                                      -38-
<PAGE>

                  (ii)     the rate of interest applying to the overdue amount
                           during that first Interest Period shall be the
                           Default Rate.

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

8.5      NOTIFICATION OF RATES OF INTEREST

         The Facility Agent shall promptly notify the Lenders and the Borrower
         of the determination of a rate of interest pursuant to the terms of
         this Agreement.

9.       SUBSTITUTE BASIS

9.1      MARKET DISRUPTION

         If, in relation to an Advance or the Loan for any Interest Period:-

         (a)      the Facility Agent, acting reasonably determines (which
                  determination shall be conclusive and binding) that by reason
                  of circumstances affecting the London interbank market
                  generally, adequate and fair means do not or will not exist
                  for ascertaining LIBOR for that Interest Period; or

         (b)      only one or no Reference Bank notifies the Facility Agent of a
                  rate for the purpose of determining LIBOR for that Interest
                  Period; or

         (c)      the Facility Agent is notified by a group of Lenders to whom
                  in aggregate fifty per cent. (50%) or more of an Advance or
                  the Loan is (or if that Advance were then made, would be) owed
                  that deposits in Dollars in the required amount for the
                  relevant Interest Period are not available to them in the
                  London interbank market or that LIBOR does not adequately
                  reflect the cost to those Lenders of obtaining funds for that
                  Interest Period,

         the Facility Agent shall promptly notify the Borrower and the Lenders
         accordingly and no Advance or further Advance, as the case may be,
         shall be made until a substitute basis pursuant to this Clause 9
         (Substitute Basis) is agreed.

9.2      CONSULTATION AND AGREEMENT

         Immediately following the notification referred to in Clause 9.1
         (Market Disruption), the Borrower and the Facility Agent, in
         consultation with the Lenders, shall negotiate in good faith with a
         view to agreeing upon a substitute basis for funding an Advance or the
         Loan, as the case may be, and determining the applicable interest rate.
         If a substitute basis is agreed in writing within 30 days after such
         notification or such longer period for discussion as the Borrower and
         the Facility Agent acting on the instructions of the Lenders may agree,
         that substitute basis shall take effect in accordance with its terms.

[Facility Agreement]

                                      -39-
<PAGE>

9.3      NO AGREEMENT

         If a substitute basis is not so agreed and an Advance has been made,
         the Borrower shall pay interest to each Lender on that Lender's
         Outstandings for the relevant Interest Period at the rate per annum
         equal to the aggregate of:-

         (a)      the Margin; and

         (b)      the rate notified to the Facility Agent to be that which
                  expresses as a percentage rate per annum the cost to that
                  Lender of funding its Outstandings during the relevant
                  Interest Period (from whatever source that Lender may select).

9.4      CANCELLATION OR PREPAYMENT

         If a substitute basis is not so agreed pursuant to Clause 9.2
         (Consultation and Agreement) and:-

         (a)      if no Advance has been made, the Facility shall be cancelled
                  and all sums outstanding under the Finance Documents shall be
                  paid to the Facility Agent at the end of the period for
                  negotiation ascertained in accordance with Clause 9.2
                  (Consultation and Agreement); or

         (b)      if one or more Advances have been made, the Facility Agent may
                  require the prepayment of the whole of the Loan, by giving
                  written notice to the Borrower specifying a prepayment date
                  which is not less than 30 days after such notice is given. On
                  such specified date the Facility shall be cancelled and the
                  Borrower shall prepay (without premium or penalty, other than
                  any amounts payable pursuant to Clause 12 (Indemnities)) the
                  Loan in full together with interest accrued thereon to the
                  date of prepayment and all other sums payable under the
                  Finance Documents. For this purpose, the interest rate from
                  time to time applicable to each Lender's Outstandings shall be
                  the rate as ascertained in accordance with Clause 9.3 (No
                  Agreement) in relation to the relevant period.

10.      INCREASED COSTS

10.1     INCREASED COSTS

         If the result of any change in, or the introduction of, any law,
         regulation or regulatory requirement or any change in the
         interpretation or application thereof or compliance by any Finance
         Party or any of its Affiliates with any direction, request or
         requirement (whether or not having the force of law) of any central
         bank, monetary, regulatory or other authority (including, in each case
         without limitation, those relating to Taxation, capital adequacy,
         liquidity, reserve assets and special deposits) is to:-

[Facility Agreement]

                                      -40-
<PAGE>

         (a)      subject any Finance Party or any of its Affiliates to Taxes or
                  change the basis of Taxation of any Finance Party or any of
                  its Affiliates with respect to any payment under the Finance
                  Documents (other than Taxes or Taxation on the overall net
                  income or profits of such Finance Party or any such Affiliate
                  imposed in the jurisdiction in which it is incorporated or in
                  which its lending office under this Agreement is located);
                  and/or

         (b)      increase the cost of, or impose an additional cost on, any
                  Finance Party or any of its Affiliates in relation to the
                  making of an Advance or maintaining or funding any Lender's
                  Available Commitment or Outstandings; and/or

         (c)      reduce the amount payable or the effective return to any
                  Finance Party or any of its Affiliates under the Finance
                  Documents; and/or

         (d)      reduce any Finance Party's or any of its Affiliates' rate of
                  return on its overall capital by reason of a change in the
                  manner in which it is required to allocate capital resources
                  to its obligations under the Finance Documents; and/or

         (e)      require any Finance Party or any of its Affiliates to make a
                  payment or forgo a return on or calculated by reference to any
                  amount received or receivable by it under or by reason of the
                  Finance Documents,

         then and in each such case:-

         (i)      such Finance Party shall notify the Borrower through the
                  Facility Agent in writing of such event promptly upon its
                  becoming aware of the same; and

         (ii)     the Borrower shall on demand pay to the Facility Agent for the
                  account of such Finance Party the amount which such Finance
                  Party certifies as the amount required to compensate such
                  Finance Party or its Affiliates for such increased cost,
                  reduction, payment or forgone return; and

         (iii)    without prejudice to the obligations of the Borrower under
                  paragraph (ii) above, so long as the circumstances giving rise
                  to such increased cost, reduction, payment of foregone return
                  continue, the Borrower may with respect to a Lender prepay
                  (without premium or penalty, other than any amounts payable
                  pursuant to Clause 12 (Indemnities)) all but not part of such
                  Lender's Outstandings together with accrued interest thereon
                  to the date of actual payment and all other sums payable
                  hereunder in relation to such Outstandings or under the
                  Finance Documents, on giving not less than 30 days' prior
                  written notice to the Facility Agent. Such Lender's Commitment
                  shall be cancelled on the giving of such notice.

         A demand may be made by a Finance Party under this Clause at any time
         whether or not any of the Outstandings has been repaid.

10.2     ALLOCATION

[Facility Agreement]

                                      -41-
<PAGE>

         Each Finance Party may allocate or spread costs and/or losses among its
         assets and liabilities (or any class thereof) on such basis as it
         reasonably considers appropriate.

10.3     MITIGATION

         (a)      Each Finance Party agrees that it shall negotiate with the
                  Borrower with a view to mitigating the circumstances giving
                  rise to an increased cost set out in Clause 10.1 (Increased
                  Costs) including without limitation by transferring its rights
                  and obligations under the Finance Documents to another
                  Affiliate or Facility Office.

         (b)      Paragraph (a) above does not in any way limit the obligations
                  of any Security Party under the Finance Documents.

10.4     LIMITATION OF LIABILITY

         (a)      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 10.3 (Mitigation).

         (b)      A Finance Party is not obliged to take any steps under Clause
                  10.3 (Mitigation) if, in the opinion of that Finance Party
                  acting reasonably, to do so might be prejudicial to it.

11.      ILLEGALITY

         If it shall become unlawful or contrary to any law, regulation, treaty
         or official directive (whether or not having the force of law), as the
         case may be, in any jurisdiction applicable to any Lender for that
         Lender to perform any of its obligations as contemplated by this
         Agreement or to fund its participation in the Loan, that Lender shall,
         by written notice to the Borrower through the Facility Agent, declare
         that its obligations shall be terminated on the earlier of (i) the last
         day of the then current Interest Period and (ii) the latest date as
         such Lender may certify as being permitted by the relevant law,
         regulation, treaty or official directive whereupon at the end of the
         applicable period the Borrower shall, if so required pursuant to such
         law, regulation, treaty or official directive, prepay forthwith
         (without premium or penalty, other than any amounts payable pursuant to
         Clause 12 (Indemnities)) (or, if permitted by the relevant law,
         regulation, treaty or official directive, at the end of the then
         current Interest Period) that Lender's Outstandings together with
         accrued interest thereon to the date of actual payment and all other
         sums payable under the Finance Documents. On the giving of such notice
         that Lender's Commitment shall immediately be reduced to zero and its
         obligations under this Agreement shall cease.

[Facility Agreement]

                                      -42-
<PAGE>

12.      INDEMNITIES

12.1     GENERAL INDEMNITY

         The Borrower shall (and shall procure that a member of the Borrower
         Group will), forthwith on demand of the Facility Agent, indemnify each
         Finance Party against all costs, losses, expenses and liabilities,
         including without limitation Breakage Costs and loss of Margin, which
         that Finance Party may properly sustain or incur as a consequence of
         all or any of:-

         (a)      any default in payment on the due date by a Security Party of
                  any sum due or expressed to be due under any of the Finance
                  Documents;

         (b)      the occurrence or continuation of any Default;

         (c)      any accelerated repayment under Clause 17 (Events of Default);

         (d)      the operation of Clause 22 (Pro rata Sharing);

         (e)      any failure to borrow in accordance with any Drawdown Notice,
                  including any failure in the due satisfaction of any of the
                  conditions in Clause 5 (Conditions Precedent) or any failure
                  to prepay any Advance or the Loan or any part thereof in
                  accordance with a notice of prepayment given in accordance
                  with this Agreement;

         (f)      any prepayment of the Loan or any part thereof other than in
                  accordance with the provisions of Clause 7.1 (Voluntary
                  Prepayment Cancellation);

         (g)      any payment of principal or an overdue amount being received
                  otherwise than on the last day of an Interest Period or on its
                  due date with respect to such overdue amount; or

         (h)      any other default by a Security Party with respect to any of
                  its obligations under any of the Finance Documents to which it
                  is a party,

         provided such costs, losses, expenses and liabilities including without
         limitation Breakage Costs and loss of Margin have not arisen due to the
         Finance Parties' fraud, wilful misconduct or gross negligence.

12.2     CURRENCY INDEMNITY

         (a)      If an amount due to the Facility Agent or any Finance Party
                  from a Security Party 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:

                  (i)      making or filing a claim or proof against that
                           Security Party;

[Facility Agreement]

                                      -43-
<PAGE>

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

                  the Borrower shall, as an independent obligation to the
                  Facility Agent or such Finance Party, indemnify the Facility
                  Agent or such 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 (A) the rate
                  of exchange used to convert that sum from the first currency
                  into the second currency and (B) 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.      PAYMENTS

13.1     PLACE

         All payments by the Borrower or a Lender under this Agreement shall be
         made to the Facility Agent to its account at such office or bank as it
         may notify the Borrower or that Lender from time to time for this
         purpose. All payments by the Facility Agent to the Borrower or the
         Lenders under this Agreement shall be made to the account at such
         office or bank as they may notify the Facility Agent from time to time
         for this purpose.

13.2     FUNDS

         Payments under this Agreement shall be made for value on the relevant
         due date before 11:00 a.m. (New York time) in immediately available
         funds to such account as the Facility Agent or the Borrower may specify
         or in such other manner as the Facility Agent or the Borrower may
         specify as being customary at the time for the settlement of
         transactions in Dollars.

13.3     NO SET-OFF AND COUNTERCLAIM

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

13.4     DISTRIBUTION

         Except as otherwise indicated in this Agreement, all payments made to
         the Facility Agent by the Borrower under this Agreement shall be with
         same day value and distributed by the Facility Agent among the Lenders
         rateably in accordance with their Commitments and in like funds as they
         are received by the Facility Agent, to such account of each Lender as
         shall have previously been notified to the Facility Agent.

[Facility Agreement]

                                      -44-
<PAGE>

13.5     PARTIAL PAYMENTS

         If the Facility Agent receives from the Borrower or any other person on
         its behalf a payment that is insufficient to discharge all the amounts
         then due and payable by the Borrower under the Finance Documents , the
         Facility Agent may apply such payment towards the obligations of the
         Borrower under the Finance Documents in the following order:-

         (a)      firstly, in or towards payment, on a pro rata basis, of any
                  unpaid fees (including, without limitation, the commitment fee
                  payable under Clause 20.3 (Commitment Fee)), costs and
                  expenses of the Facility Agent under this Agreement;

         (b)      secondly, in or towards payment to the Finance Parties, on a
                  pro rata basis, of any accrued interest, fee or commission
                  which shall have become due but remains unpaid under the
                  Finance Documents;

         (c)      thirdly, in or towards payment to the Lenders, on a pro rata
                  basis, of any principal which shall have become due but
                  remains unpaid under the Finance Documents; and

         (d)      fourthly, in or towards payment of any other sum which shall
                  have become due but remains unpaid under the Finance
                  Documents.

         The order of application set out in sub-clauses (b) to (d) may be
         varied by the Facility Agent if the Finance Parties so direct.

13.6     REFUNDS

         Where any sum is to be paid under the Finance Documents to the Facility
         Agent for the account of another person, the Facility Agent may assume
         that the payment will be made when due and may (but shall not be
         obliged to) make such sum available to the person so entitled. If it
         proves to be the case that such payment was not made to the Facility
         Agent, then the person to whom such sum was so made available shall on
         request refund such sum to the Facility Agent together with interest
         thereon sufficient to compensate the Facility Agent for the cost of
         making available such sum up to the date of such repayment and the
         person by whom such sum was payable shall indemnify the Facility Agent
         for any and all losses or expenses which the Facility Agent may sustain
         or reasonably incur as a consequence of such sum not having been paid
         on its due date.

13.7     BUSINESS DAY CONVENTION

         (a)      Any payment under the Finance Documents which is due to be
                  made on a day which is not a Business Day shall be made on the
                  next Business Day in the same calendar month (if there is one)
                  or the preceding Business Day (if there is not).

[Facility Agreement]

                                      -45-
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         (b)      During any extension of the due date for payment of any
                  principal or any other sum which is due and payable but unpaid
                  by a Security Party under the Finance Documents, interest is
                  payable on the principal at the rate payable on the original
                  due date.

13.8     CONTROL ACCOUNT

         Each Lender shall maintain, in accordance with its usual practices, an
         account or accounts evidencing the amounts from time to time lent by,
         owing to and paid to it under this Agreement. The Facility Agent shall
         maintain a control account showing the Advances made, the Loan and
         other sums owing by the Borrower under this Agreement and all payments
         in respect thereof made by the Borrower from time to time. The control
         account shall, in the absence of manifest error, be conclusive as to
         the amount from time to time owing by the Borrower under this
         Agreement.

13.9     CERTIFICATES

         Any certificate or determination of the Facility Agent or any Finance
         Party as to any rate of interest or any amount or otherwise under or
         for the purposes of this Agreement shall, in the absence of manifest
         error, be conclusive and binding on the Borrower and (in the case of a
         certificate or determination by the Facility Agent) on the Finance
         Parties.

13.10    CURRENCY OF ACCOUNT

         (a)      Subject to paragraph (b) to (c) below, Dollars is the currency
                  of account and payment for any sum due.

         (b)      Each payment in respect of costs, expenses or Taxes shall be
                  made in the currency in which the costs, expenses or Taxes are
                  incurred.

         (c)      Any amount expressed to be payable in a currency other than
                  Dollars shall be paid in that other currency.

14.      TAXES

14.1     TAX GROSS-UP

         (a)      All sums payable by the Borrower or any other Security Party
                  under the Finance Documents shall be paid in full without any
                  restriction or condition and free and clear of any Tax or
                  other deductions or withholdings of any nature.

         (b)      If at any time the Borrower or any other Security Party or any
                  other person is required in any jurisdiction to make any
                  deduction or withholding in respect of Taxes or otherwise from
                  any payment due under the Finance Documents for the account of
                  the Facility Agent or any Finance Party (or the Facility Agent
                  is required to make any such deduction or withholding from a
                  payment to any

[Facility Agreement]

                                      -46-
<PAGE>

                  Finance Party), the sum due from the Borrower or such other
                  Security Party in respect of such payment shall be increased
                  to the extent necessary to ensure that, after the making of
                  such deduction or withholding, the Facility Agent or each
                  Finance Party receives on the due date for such payment (and
                  retains, free from any liability in respect of such deduction
                  or withholding) a net sum equal to the sum which it would have
                  received had no such deduction or withholding been required to
                  be made.

         (c)      The Borrower's obligations under Clause 14.1(a) and (b) shall
                  not apply in respect of any Tax on Overall Net Income levied
                  on a Finance Party.

         (d)      All Taxes required by law to be deducted or withheld by the
                  Borrower from any amounts paid or payable under this Agreement
                  shall be paid by the Borrower when due (except for such
                  amounts being disputed by the Borrower in good faith) to the
                  relevant taxing authority.

14.2     TAX INDEMNITY

         The Borrower shall indemnify each Finance Party against any losses or
         costs incurred by any of them by reason of:

         (a)      any failure of any Security Party to make any such deduction
                  or withholding referred to in Clause 14.1; or

         (b)      any increased payment referred to in Clause 14.1 not being
                  made on the due date for such payment; or

         (c)      any Taxes which are being disputed by any Security Party and
                  remaining unpaid; and

         (d)      any liability suffered (directly or indirectly) for or on
                  account of Tax by that Finance Party in respect of any payment
                  received or receivable or deemed to be received or receivable
                  under a Finance Document.

14.3     EVIDENCE OF PROOF

         Each Security Party shall promptly deliver to the Facility Agent any
         receipts, certificates or other proof evidencing the amounts (if any)
         paid or payable in respect of any deduction or withholding as
         aforesaid.

14.4     TAX CREDIT

         If Security Party makes a Tax Payment and the relevant Finance Party
         determines that:-

         (a)      a Tax Credit is attributable either to an increased payment of
                  which that Tax Payment forms part, or to that Tax Payment; and

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

[Facility Agreement]

                                      -47-
<PAGE>

         the Finance Party shall, promptly after obtaining the benefit of that
         Tax Credit, pay an amount to the Security Party which will leave it
         (after that payment) in the same after-Tax position as it would have
         been in had the Tax Payment not been required to be made by the
         Security Party. Any certificate or determination of a Finance Party
         showing in reasonable details the calculations made by that Finance
         Party as to any amount for the purposes of this Clause 14 shall, in the
         absence of manifest error, be conclusive and binding on the Borrower
         and the other Security Parties.

15.      REPRESENTATIONS AND WARRANTIES

15.1     REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Facility Agent and each of
         the Finance Parties that:

         (a)      STATUS: each member of the Borrower Group is a company duly
                  incorporated and validly existing under the laws of its place
                  of incorporation and has full power, authority and legal right
                  to own its property and assets and to carry on its business as
                  such business is now being conducted;

         (b)      POWER AND AUTHORITY: each member of the Borrower Group has all
                  legal power and authority to enter into each of the Finance
                  Documents to which it is or will be a party and perform its
                  obligations under each of such Finance Documents and all
                  actions (including any corporate action) required to authorise
                  the execution and delivery of each of such Finance Documents
                  and the performance of its obligations under each of the
                  Finance Documents to which it is or will be a party have been
                  duly taken;

         (c)      LEGAL VALIDITY: the Finance Documents to which each member of
                  the Borrower Group is or will be a party constitute or, when
                  so executed and delivered, will constitute legal, valid and
                  binding obligations of the Borrower and each member of the
                  Borrower Group enforceable in accordance with their respective
                  terms;

         (d)      NON-CONFLICT WITH LAWS: the entry into, performance and
                  delivery of each of the Finance Documents to which it is or
                  will be a party and the transactions contemplated thereby do
                  not and will not conflict with or result in a breach of (i)
                  any law, judgment, regulation or any official or judicial
                  order, or (ii) the constitutional documents of each member of
                  the Borrower Group, or (iii) any agreement or document to
                  which each member of the Borrower Group is a party or which is
                  binding upon it or any of its assets or revenues with a
                  monetary value greater than US$500,000, nor cause any
                  limitation placed on it or the powers of its directors to be
                  exceeded or result in the creation or imposition of any
                  Security Interest on any of its assets or revenues pursuant to
                  the provisions of any such agreement or document;

[Facility Agreement]

                                      -48-
<PAGE>

         (e)      NO CONSENTS: other than the Consents, no consent,
                  authorisation, licence or approval of, or registration with or
                  declaration to, governmental or public bodies or authorities
                  or courts is required for or in connection with, the
                  execution, delivery, validity, enforceability or admissibility
                  in evidence of the Finance Documents to which it is party or
                  the performance by each member of the Borrower Group of its
                  obligations under such Finance Documents;

         (f)      NO REGISTRATION: it is not necessary in order to ensure the
                  legality, validity, enforceability or admissibility in
                  evidence of the Finance Documents that it or any other
                  instrument be notarised, filed, recorded, registered or
                  enrolled in any court or other authority or that any stamp,
                  registration or similar tax or charge be paid on or in
                  relation to this Agreement and this Agreement is in proper
                  form for its enforcement in the courts of England, Hong Kong
                  and all jurisdictions the subject of any legal opinion
                  referred to in paragraph 4 of Schedule 3;

         (g)      LITIGATION: except as disclosed in a letter of even date from
                  the Borrower to the Facility Agent, no litigation, arbitration
                  or administrative proceeding is currently taking place or
                  pending or, to the knowledge of the officers of the Borrower,
                  threatened against the Borrower or any member of the Borrower
                  Group or any of their respective assets which could, in the
                  reasonable opinion of the Majority Lenders, materially and
                  adversely affect its business, assets or financial condition
                  or their respective ability to perform its obligations under
                  the Finance Documents to which each is party;

         (h)      NO TAXES: under the laws of its jurisdiction of incorporation
                  in force at the date of this Agreement, all payments to be
                  made by each member of the Borrower Group under the Finance
                  Documents may be made by the Borrower and each member of the
                  Borrower Group free and clear of, and without deduction for,
                  Taxes and no deductions or withholdings are required to be
                  made therefrom save as specified in any legal opinion referred
                  to in paragraphs 2, 3 and 4 of Schedule 3; and no Taxes are
                  imposed on or by virtue of the execution or delivery by each
                  member of the Borrower Group of the Finance Documents to which
                  it is party or any document to be executed or delivered under
                  such Finance Documents;

         (i)      TAX LIABILITIES: each member of the Borrower Group has
                  complied with all Taxation laws in all material respects in
                  all jurisdictions in which they are subject to Taxation and
                  has paid all Taxes due and payable by each of them; no
                  material claims are being asserted against them with respect
                  to Taxes;

         (j)      NO DEFAULT:

                  (a)      no Default has occurred and is continuing or might
                           reasonably be expected to result from the making of
                           an Advance;

                  (b)      no member of the Borrower Group is or, with the
                           giving of notice or lapse of time or satisfaction of
                           any other condition or any combination thereof, would
                           be in material breach of or in default under any

[Facility Agreement]

                                      -49-
<PAGE>

                           agreement relating to Financial Indebtedness to which
                           it is a party or by which it may be bound;

         (k)      NO IMMUNITY: the Borrower is generally subject to civil and
                  commercial law and to legal proceedings and neither the
                  Borrower nor any of its assets or revenues is entitled to any
                  immunity or privilege (sovereign or otherwise) from any
                  set-off, judgment, execution, attachment or other legal
                  process;

         (l)      INFORMATION: all information supplied to the Facility Agent or
                  any Lender by or on behalf of the Borrower in respect any
                  member of the Borrower Group under or in connection with the
                  Finance Documents is true, complete and accurate in all
                  material respects and not misleading in any material respect
                  or does not omit any material facts and all reasonable
                  enquiries have been made to verify the facts contained in the
                  Finance Documents; and there are no other facts the omission
                  of which would make any fact or statement therein misleading
                  in any material respect;

         (m)      SECURITY INTEREST: save as permitted by Clause 16.16(a)
                  (Borrower Negative Pledge), no Security Interest exists over
                  all or any of the present or future revenues or assets of any
                  member of the Borrower Group;

         (n)      NO WINDING-UP: no member of the Borrower Group has taken any
                  corporate action or no other step has been taken or legal
                  proceedings have been commenced or threatened against it for
                  its winding-up, dissolution, administration or reorganisation
                  or for the appointment of a receiver, administrator, trustee
                  or similar officer of it or all or any of its assets or
                  revenues, except as permitted by Clause 17.1(g) (Winding-up);

         (o)      GROUP STRUCTURE CHART: the Group Structure Chart shows:-

                  (i)      each member of the Group and any person in whose
                           shares any member of the Group has an interest (and
                           the percentage of the issued share capital held, and
                           whether legally or beneficially, by that member), in
                           each case as at the Effective Date;

                  (ii)     the jurisdiction of incorporation or establishment of
                           each person shown in it;

                  (iii)    the status of each person shown in it which is not a
                           limited liability company or corporation;

         (p)      NO FINANCIAL INDEBTEDNESS: no member of the Borrower Group has
                  any Financial Indebtedness other than as permitted by Clause
                  16.17; and

         (q)      COMPLIANCE WITH CONSENTS AND LICENCES: every consent,
                  authorisation, licence or approval required for the time being
                  by each member of the Borrower Group in connection with the
                  conduct of its business and the ownership, use, exploitation
                  or occupation of its property and assets has been applied for
                  and not refused or has been obtained and is in full force and
                  effect

[Facility Agreement]

                                      -50-
<PAGE>

                  and there has been no material default in the observance of
                  the conditions and restrictions (if any) imposed on, or in
                  connection with, any of the same which may have a material
                  adverse effect on the ability of each member of the Borrower
                  Group to perform its obligations under the Finance Documents
                  to which it is party and, to the knowledge of the officers of
                  the Borrower, no circumstances have arisen whereby any
                  remedial action is likely to be required to be taken by, or at
                  the expense of, any member of the Borrower Group under or
                  pursuant to any law or regulation applicable to the business,
                  property or assets of a member of the Borrower Group.

15.2     REPETITION

         The representations and warranties in Clause 15.1 (Representations and
         Warranties) shall be deemed to be repeated by the Borrower each time a
         Drawdown Notice is issued, on each Drawdown Date and on each Interest
         Payment Date with reference to the facts and circumstances existing
         from time to time.

16.      UNDERTAKINGS

16.1     DURATION

         The undertakings in Clause 16 (Undertakings) shall remain in force from
         and after the date of this Agreement and so long as any sum remains
         payable under this Agreement or any part of a Facility remains
         available.

16.2     INFORMATION

         The Borrower shall furnish to the Facility Agent, in sufficient copies
         for each of the Finance Parties:-

         (a)      as soon as they are available, but in any event within 180
                  days after the end of each of its Financial Year, copies of
                  the audited consolidated financial statements (including, but
                  not limited to, a balance sheet profit and loss statement and
                  cashflow statement prepared on a consolidated basis) of the
                  Borrower Group in respect of such Financial Year together with
                  a certificate signed by an Approved Officer and countersigned
                  by an executive director of the Borrower certifying that the
                  financial covenants set out in Schedule 8 have been complied
                  with as of the immediately preceding Financial Covenant Test
                  Date and setting out the calculations in reasonable detail;

         (b)      as soon as they are available, but in any event within 30 days
                  after the end of each quarter period of each of its Financial
                  Years, copies of the unaudited consolidated financial
                  statements (including, but not limited to, a balance sheet
                  profit and loss statement and cashflow statement prepared on a
                  consolidated basis) of the Borrower Group in respect of such
                  quarter year period together with a certificate signed by an
                  Approved Officer and countersigned by an executive director of
                  the Borrower certifying that no Default has occurred during
                  such quarter year period;

[Facility Agreement]

                                      -51-
<PAGE>

         (c)      as soon as they are available, but in any event within 30 days
                  after the end of each quarter period of each of its Financial
                  Years copies of the Hybrid Financial Statements for such
                  quarter period certified as correct by an Approved Officer and
                  countersigned by an executive director of the Borrower;

         (d)      as soon as they are available, but in any event within 60 days
                  after the end of each of its Financial Year, copies of the
                  Hybrid Financial Pro-forma for the next Financial Year and/or
                  any other cash flow or financial projections prepared on a US
                  GAAP basis as the Facility Agent may request;

         (e)      upon written request from the Facility Agent following the
                  occurrence of a Default (i) promptly the then latest available
                  unaudited financial statements of the Borrower Group whether
                  for the previous half-yearly, quarterly or monthly period or
                  otherwise and (ii) as soon as they are available, but no later
                  than 30 days after the end of the month in which the Default
                  occurred, copies of the unaudited consolidated financial
                  statements (including a profit and loss account, cash flow
                  statement and balance sheet prepared on a basis consistent
                  with the audited financial statements prepared on a
                  consolidated basis) of the Borrower Group in respect of such
                  period between the date of the latest audited or unaudited (as
                  the case may be) consolidated financial statements provided by
                  the Borrower Group to the Facility Agent and the end of the
                  month in which the Default occurred;

         (f)      promptly on request, all notices or other documents despatched
                  by the Borrower or any other member of the Borrower Group to
                  its shareholders or creditors (or any class thereof);

         (g)      promptly on request, such further information (including
                  without limitation, any cash flow or financial projections
                  prepared on a US GAAP basis for any period, except that a
                  Hybrid Financial Pro-forma in addition to a Hybrid Financial
                  Pro-forma provided pursuant to 16.2(d) above may only be
                  requested following a Default which is continuing) in the
                  possession or control of the Borrower with respect to the
                  financial condition and operations of any other member of the
                  Group as the Facility Agent or any Finance Parties may from
                  time to time reasonably request;

         (h)      promptly, details of any actual, pending or threatened
                  litigation, arbitration or administrative proceedings against
                  any member of the Borrower Group or any of their respective
                  assets which may, materially and adversely affect any Security
                  Party's financial condition or its ability to perform its
                  obligations under this Agreement;

         (i)      promptly, details of any circumstance which might lead to a
                  Mandatory Prepayment; and

         (j)      promptly, details of any change in the structure of the
                  Borrower Group or the EAN Group or the ownership of any member
                  of the Borrower Group or the

[Facility Agreement]

                                      -52-
<PAGE>

                  EAN Group from that set out in the Group Structure Chart which
                  may be materially adverse to the interests of the Finance
                  Parties.

         All financial statements required under this Agreement (except any
         Hybrid Financial Pro-forma) shall be prepared in accordance with US
         GAAP consistently applied (or if not consistently applied accompanied
         by details of the inconsistencies) and shall fairly represent the
         financial condition of the Borrower Group. Such financial statements,
         if audited, shall be certified without qualification by a recognised
         firm of independent accountants acceptable to the Facility Agent or if
         qualified by such accountants, the qualification is acceptable to the
         Facility Agent acting reasonably; and, if unaudited, shall be
         accompanied by a certificate signed by an Approved Officer and
         countersigned by an executive director of the Borrower to the effect
         that such financial statements are true in all respects and fairly
         represent the financial condition of the Borrower Group or the AssetCo
         Group as the case may be.

16.3     PROPER RECORDS

         The Borrower Group shall keep proper records and books of account in
         respect of its business and permit the Facility Agent or any Lender
         and/or any professional consultants appointed by the Facility Agent or
         such Lender at all reasonable times upon reasonable prior notice to
         inspect and examine the records and books of account of the Borrower
         and each member of the Borrower Group.

16.4     MERGERS

         No member of the Borrower Group will, without the prior written consent
         of the Facility Agent (acting on the instructions of the Majority
         Lenders) enter into any merger or consolidation with any entity or take
         any step with a view to dissolution, liquidation or winding-up.

16.5     INSURANCE

         (a)      The Borrower will, and for other members of the Borrower Group
                  which currently maintains any Insurances, procure that such
                  member of the Borrower Group effect and maintain such
                  Insurance over and in respect of the assets and business with
                  reputable underwriters or insurance companies in such manner
                  and to such extent as is reasonable and customary for a
                  business enterprise engaged in the same or a similar business
                  and in the same or similar localities and whose practice is
                  not to self-insure;

         (b)      The Facility Agent may at any time and from time to time
                  appoint an independent insurance advisor experienced in the
                  field in which the Borrower or other member of the Borrower
                  Group effects and maintains Insurances, to review and advise
                  the Facility Agent and the Lenders on the Insurances effected
                  by the Borrower and other members of the Borrower Group and,
                  if agreed to by the insurance advisor, provide a summary of
                  such advice to the Borrower. Upon receipt of such a summary
                  the Borrower shall consult its own insurance advisor and the
                  Facility Agent, the independent insurance advisor, the
                  Borrower and the Borrower's insurance advisor shall negotiate
                  for a period

[Facility Agreement]

                                      -53-
<PAGE>

                  of 14 days with each other in good faith to implement the
                  recommendations (if any) set out in such a summary and, if
                  after a period of 14 days the Borrower's insurance advisor
                  agrees with the advice of such independent insurance advisor,
                  the Borrower shall use commercially reasonable efforts to
                  implement the advice contained in such summary;

         (c)      The Borrower will promptly notify the Facility Agent if any
                  member of the Borrower Group takes out (or if there is taken
                  out on behalf of it) any Insurances (other than director's
                  liability insurance or third party liability insurance) and
                  such Insurances are not subject to any Security Interests in
                  favour of the Finance Parties under a Security Document and,
                  within 10 Business Days of request by the Facility Agent,
                  execute an Additional Assignment of Insurances on terms
                  substantially similar to the other Assignments of Insurances
                  and deliver such other documentation in form and substance
                  satisfactory to the Security Trustee in respect of such
                  Insurances.

16.6     SHARE CAPITAL

         The Borrower will not, and will procure that no other member of the
         Borrower Group or CNC HK will, without the prior written consent of the
         Facility Agent, purchase or redeem any of its issued shares or reduce
         its share capital or make a distribution of assets or other capital
         distribution to its shareholders except if :-

         (a)      no Default is continuing or would occur at the time of or as a
                  result of such purchase, redemption, reduction or
                  distribution;

         (b)      the Facility Agent has been granted a Security Interest over
                  the shares in the member of the Borrower Group which is
                  purchasing or redeeming any of its issued shares or reducing
                  its share capital or to which a distribution of assets or
                  other capital distribution is being made;

         (c)      the Facility Agent has been granted a Security Interest over
                  the assets or capital the subject of such distribution; and

         (d)      such purchase, redemption, reduction or distribution is by and
                  amongst members of the Borrower Group.

16.7     DIVIDENDS

         The Borrower undertakes and agrees with the Facility Agent throughout
         the continuance of the Facility Agreement and so long as any sum
         remains owing hereunder that it will not declare or pay any dividends
         or make any other distribution (whether of an income or capital nature)
         except if:-

         (i)      no Default has occurred or would occur at the time of or as a
                  result of such declaration, payment or distribution;

         (ii)     such declaration, payment or distribution shall not result in
                  a breach of the financial covenants under Clause 3 of Schedule
                  8; and

[Facility Agreement]

                                      -54-
<PAGE>

         (iii)    the amount in respect of which such declaration, payment or
                  distribution has been made is not greater than 50% of the
                  distributable profits of the Borrower in the Financial Year
                  preceding the time of such declaration, payment or
                  distribution.

16.8     LENDING AND GUARANTEES

         The Borrower will not and will procure that no other member of the
         Borrower Group will make or grant any loan or advance to, or give any
         guarantee, indemnity, bond or letter of credit to or for the benefit
         of, or in respect of the liabilities or obligations of, any other
         person other than a member of the Borrower Group or voluntarily assume
         any liability (whether actual or contingent) of any other person other
         than a member of the Borrower Group. For the avoidance of doubt, intra
         group loans by and amongst members of the Borrower Group are permitted
         provided that such intra group loans are expressly subordinated to all
         amounts owing under the Finance Documents under the terms of a
         subordination deed in form and substance satisfactory to the Lenders
         pursuant to which, inter alia, upon the occurrence of a Default, the
         principal of, and interest accruing on such intra group loans shall not
         be paid, repaid, payable or repayable in whole or in part.

16.9     FURTHER INFORMATION

         The Borrower shall provide the Facility Agent with such financial and
         other information concerning the Borrower or any other member of the
         Borrower Group as the Facility Agent or any Lender (acting through the
         Facility Agent) may from time to time reasonably require provided that
         the disclosure of such financial or other information is permitted by
         law or regulation (whether or not having force of law) applicable to
         the Borrower.

16.10    NOTIFICATION OF DEFAULTS

         The Borrower will and shall procure that each other member of the
         Borrower Group promptly inform the Facility Agent of any occurrence of
         any event which it becomes aware of which may adversely affect its
         ability to perform its respective obligations under the Finance
         Documents in any material respect or of any Default forthwith upon
         becoming aware of the same and will from time to time, if so requested
         by the Facility Agent, confirm to the Facility Agent in writing that,
         save as otherwise stated in such confirmation, no Default has occurred
         and is continuing.

16.11    CONSENTS

         The Borrower will, and shall procure that each other member of the
         Borrower Group obtain and promptly renew from time to time and
         thereafter maintain in full force and effect, and will comply in all
         material respects with, all Consents and all authorisations, approvals,
         consents, licences and exemptions as may be required under any
         applicable law or regulation to enable it to perform its obligations
         under the Finance Documents to which it is respectively a party or
         required for the validity or enforceability of such Finance Documents.

[Facility Agreement]

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16.12    USE OF PROCEEDS

         The Borrower will use the proceeds of each Advance for the purposes
         specified in Clause 3 (Purpose).

16.13    PARI PASSU RANKING

         The Borrower undertakes that its obligations under this Agreement do
         and will at all times rank at least pari passu with all other present
         and future unsecured and unsubordinated obligations of the Borrower
         save for any obligations mandatorily preferred by law and not by
         contract.

16.14    COMPLIANCE WITH LAWS AND REGULATIONS

         The Borrower will comply, and will ensure that each other member of the
         Borrower Group complies with all laws, regulations, agreements,
         licences and concessions material to the carrying on of its respective
         business.

16.15    CONSTITUTIONAL DOCUMENTS

         The Borrower will (and the Borrower shall ensure that each other member
         of the Borrower Group will) procure that no material amendment or
         supplement is made to its Memorandum of Association and Bye-Laws other
         than any amendment which (a) is made pursuant to any shareholders'
         agreement among the Borrower and its shareholders and (b) does not
         materially and adversely affect the ability of the Borrower or any
         member of the Borrower Group to perform its respective obligations
         under the Finance Documents.

16.16    FURTHER UNDERTAKINGS

         The Borrower undertakes with the Facility Agent and the Lenders that,
         without the prior written consent of the Majority Lenders:-

         (a)      BORROWER NEGATIVE PLEDGE: it will not and shall procure that
                  no other member of the Borrower Group shall create or permit
                  to arise or exist any Security Interest on all or any part of
                  the assets of the Borrower or any other member of the Borrower
                  Group or any income or profit therefrom, unless
                  contemporaneously therewith or prior thereto Indebtedness
                  owing to the Lenders under this Agreement is equally and
                  rateably secured, other than:

                  (i)      Vendor Financing Security;

                  (ii)     Security Interests created prior to the date of this
                           Agreement and previously disclosed in writing to the
                           Lenders;

                  (iii)    liens arising solely by operation of law in the
                           ordinary course of a Borrower Group member's
                           business;

[Facility Agreement]

                                      -56-
<PAGE>

                  (iv)     any Security Interest over an asset acquired by the
                           Borrower or any other member of the Borrower Group
                           after the date of this Agreement in existence at the
                           time such asset was acquired but only to the extent
                           that the principal amount secured by that Security
                           Interest has not been incurred or increased in
                           contemplation of, or since, the acquisition;

                  (v)      Security Interests over assets acquired or to be
                           acquired or developed or to be developed and created
                           for the purpose of securing repayment of Indebtedness
                           borrowed solely for the purpose of financing or
                           refinancing the acquisition or development cost of
                           such asset and in circumstances where the aggregate
                           principal amount of such financings or refinancings,
                           when aggregated together with the aggregate principal
                           amount of the financings or refinancings referred to
                           in Clause 7.15(a)(v) of the EAN Guarantee does not
                           exceed at any time US$500,000; and

                  (vi)     to the extent it creates a Security Interest, any
                           Security Interest that arises in connection with the
                           deposit of cash with the Industrial and Commercial
                           Bank of China (Asia) Limited or any of its affiliates
                           for the issuance of guarantees or other banking
                           facilities as collateral for trade finance facilities
                           in the ordinary course of business of any member of
                           the Borrower Group provided that the aggregate amount
                           of such deposits when aggregated together with any
                           deposits referred to in Clause 7.15(a)(vi) of the EAN
                           Guarantee, shall not exceed US$10,000,000 at any
                           time.

         (b)      TRANSACTIONS SIMILAR TO SECURITY: it will not (and shall
                  procure that no other member of the Borrower Group will):

                  (i)      sell, transfer or otherwise dispose of any of its
                           assets on terms whereby it is or may be leased to or
                           re-acquired or acquired by the Borrower or any member
                           of the Borrower Group or any of its or their
                           Affiliates; or

                  (ii)     sell, transfer or otherwise dispose of any of its
                           receivables on recourse terms, except for the
                           discounting of bills or notes in the ordinary course
                           of trading,

                  in circumstances where the transaction is entered into
                  primarily as a method of raising finance or of financing the
                  acquisition of an asset;

         (c)      DISPOSALS: it will not (and shall procure that no other member
                  of the Borrower Group will), without the consent of the
                  Facility Agent (acting on the instructions of the Majority
                  Lenders) either in a single transaction or in a series of
                  transactions whether related or not and whether voluntarily or
                  involuntarily, dispose of all or any material part of the
                  business or assets or revenues of the Borrower or such other
                  member of the Borrower Group, except disposals made in good
                  faith for full consideration on an arm's length basis in the
                  ordinary course of its business, and provided that such
                  disposal does not, materially and adversely affect the ability
                  of the Borrower or any

[Facility Agreement]

                                      -57-
<PAGE>

                  other member of the Borrower Group to perform its respective
                  obligations under the Finance Documents or the rights of the
                  Finance Parties under the Finance Documents.

         (d)      ACCESSION/SECURITY FOR FUTURE MEMBERS OF THE BORROWER GROUP:
                  The Borrower shall ensure that any person which becomes a
                  Material Subsidiary shall, to the extent permitted by law and
                  as soon as is reasonably possible after becoming a Material
                  Subsidiary but in any event no later than 30 Business Days
                  after the date on which it becomes a Material Subsidiary,
                  become a Security Party and provide the documents and other
                  evidence listed in Schedule 17 (Documents required to be
                  delivered by an Additional Security Party) to the Security
                  Trustee as security in favour of the Finance Parties to secure
                  all of the obligations and liabilities of the Security Parties
                  under the Finance Documents.

         (e)      ALTERNATIVE SECURITY ARRANGEMENTS: If a Material Subsidiary
                  is, or is likely to be, unable to grant the Security Interests
                  required to be granted pursuant to paragraph (d) above as a
                  result of applicable law or regulatory restrictions, the
                  Borrower and the Facility Agent shall negotiate in good faith
                  to agree alternative security arrangements.

         (f)      NEW ASSETS WHICH MAY NEED SUPPLEMENTAL SECURITY: The Borrower
                  shall procure that each member of the Borrower Group which is
                  a Material Subsidiary shall to the extent legally possible
                  promptly notify the Facility Agent if it increases its issued
                  or registered share capital or if any investments or assets
                  are acquired by it or on its behalf and such shares or
                  investments or assets are not subject to any Security
                  Interests in favour of the Finance Parties under a Security
                  Document and, within 10 Business Days of request by the
                  Facility Agent, execute (or, in the case of shares, procure
                  the execution of a Security Document on terms substantially
                  similar to the appropriate Share Mortgage, subject to any
                  necessary changes) an Additional Security Document and deliver
                  such other documentation in form and substance satisfactory to
                  the Security Trustee (acting reasonably) in respect of such
                  Collateral.

         (g)      RIGHT TO REQUEST SECURITY OVER SHARES IN A MEMBER OF THE GROUP
                  WHICH BECOMES A MATERIAL SUBSIDIARY: Within 30 Business Days
                  of receipt of a request by the Security Trustee, the Borrower
                  or any other member of the Borrower Group shall execute a
                  share pledge or a share charge over any share capital it owns
                  in any member of the Borrower Group which becomes a Material
                  Subsidiary (on terms substantially similar to the appropriate
                  Share Mortgage, subject to any necessary changes) and deliver
                  such other documentation in form and substance satisfactory to
                  the Security Trustee (acting reasonably) in respect of that
                  share capital.

         (h)      FURTHER ACTION TO PERFECT SECURITY: Each member of the
                  Borrower Group shall (and the Borrower shall ensure that each
                  other member of the Borrower Group will), at its own expense,
                  promptly take all such action as the Facility Agent or the
                  Security Trustee may require:

[Facility Agreement]

                                      -58-
<PAGE>

                  (i)      for the purpose of perfecting or protecting the
                           Finance Parties' rights under, and preserving the
                           Security Interests, ranking and subordination, as the
                           case may be, intended to be created or evidenced by,
                           any of the Finance Documents; and

                  (ii)     for the purpose of facilitating the realisation of
                           any of those Security Interests,

                  including the execution of any transfer, conveyance,
                  assignment or assurance of any asset and the giving of any
                  notice, order or direction and the making of any registration
                  which the Facility Agent or the Security Trustee may require
                  under the terms of the Finance Documents or by any law or
                  regulation.

         (i)      NO ACTION WHICH MAY PREJUDICE SECURITY: No member of the
                  Borrower Group shall (and the Borrower shall ensure that no
                  other member of the Borrower Group will) do, or consent to the
                  doing of, anything which might prejudice the effectiveness,
                  enforceability or priority of any of the Security Interests
                  created pursuant to the Security Documents.

         (j)      RESTRICTIVE AGREEMENTS, NEGATIVE PLEDGES: No member of the
                  Borrower Group shall (and the Borrower shall ensure that no
                  other member of the Borrower Group will) enter into (or permit
                  to exist) any agreement or arrangement (other than the Finance
                  Documents) prohibiting or restricting:

                  (i)      the creation or existence of any Security Interest on
                           any of the assets of any member of the Borrower Group
                           except assets the subject of Security Interests
                           permitted under Clause 16.16

                  (ii)     the ability of any member of the Group to make any
                           payments, directly or indirectly, to any member of
                           the Group (whether by way of dividends, advances,
                           repayments of or payments of interest on advances,
                           reimbursement of management and other intercom any
                           charges, expenses, accruals or other returns on
                           investments, or otherwise),

                  provided that if any relevant laws, agreements or arrangements
                  restrict or prohibit the creation or existence of any Security
                  Interests required to be given by a member of the Borrower
                  Group, the Borrower will (and the Borrower will ensure that
                  any relevant member of the Borrower Group will) use all
                  reasonable endeavours to remove the restriction or prohibition
                  or implement arrangements which provide economically
                  substantially the same result as if Security Interests were
                  granted over the relevant assets.

16.17    NO ADDITIONAL BORROWING

         (a)      The Borrower will not and will procure that no members of the
                  Borrower Group shall without the consent of the Lenders,
                  borrow or raise or have outstanding Indebtedness or credit
                  except (i) pursuant to this Agreement, (ii)

[Facility Agreement]

                                      -59-
<PAGE>

                  pursuant to the Vendor Financing or (iii) subject always to
                  the other provisions and only on the terms of this Clause
                  16.17 (No Additional Borrowing), Permitted Indebtedness.

         (b)      Notwithstanding the foregoing, the Borrower undertakes that if
                  the Borrower wishes to raise any further Indebtedness or
                  credit at any time after the date of this Agreement, the
                  Borrower shall first be obliged to give Industrial and
                  Commercial Bank of China (Asia) Limited or its affiliates
                  ("ICBC") the first right of refusal to arrange a facility of
                  an amount which, when aggregated with (A) any EAN Request for
                  Further Financing (as defined in Clause 7.16(b) of the EAN
                  Guarantee) and (B) any EAN Further Financing (as defined in
                  Clause 7.16(b) of the EAN Guarantee) as referred to in Clause
                  7.16 of the EAN Guarantee, shall not in aggregate at any time
                  be more than US$100,000,000 ("REQUEST FOR FURTHER FINANCING")
                  on terms and conditions acceptable to ICBC and the Borrower,
                  such terms and conditions to be determined at such time (the
                  "FURTHER FINANCING") PROVIDED THAT :-

                  (i)      any Security Interest created to secure such Further
                           Financing shall rank pari passu with the Security
                           Interests constituted by the Finance Documents; and

                  (ii)     without prejudice to the provisions of Clause 5.3(b)
                           (Waiver or Deferral of Conditions) and the Finance
                           Parties' rights thereunder including in respect of
                           any Default which may occur:

                           (x)      if the Facility Agent confirms that the
                                    conditions precedent in Clause 5 (Conditions
                                    Precedent) have, in the opinion of the
                                    Finance Parties, been satisfied in full or
                                    otherwise unconditionally waived by the date
                                    on which ICBC has received a Request for
                                    Further Financing, ICBC shall have until the
                                    date falling 5 months after the date of
                                    ICBC's receipt of the Request for Further
                                    Financing to sign a mandate letter to
                                    arrange such Further Financing with the
                                    Borrower; or

                           (y)      if the Facility Agent confirms that the
                                    conditions precedent in Clause 5 (Conditions
                                    Precedent) have not, in the opinion of the
                                    Finance Parties, been satisfied in full or
                                    otherwise unconditionally waived by the date
                                    on which ICBC has received a Request for
                                    Further Financing, then ICBC shall have
                                    until whichever date ("LONGSTOP DATE") is
                                    the later of (1) the date falling 2 weeks
                                    after the date on which the Facility Agent
                                    confirms that the conditions precedent in
                                    Clause 5 (Conditions Precedent) have, in the
                                    opinion of the Finance Parties, been
                                    satisfied in full and (2) the date falling 5
                                    months from the date of ICBC's receipt of
                                    the Request for Further Financing, to sign a
                                    mandate letter to arrange such Further
                                    Financing with the Borrower; and

[Facility Agreement]

                                      -60-
<PAGE>

                  (iii)    if so arranged, the Borrower undertakes to borrow the
                           Further Financing subject to the terms and conditions
                           thereof.

         (c)      (i)      If where the circumstances set out in Clause 16.17(b)
                           (ii)(x) (No Additional Borrowing) apply, ICBC and the
                           Borrower have not, by the end of the period set out
                           therein, signed a mandate letter to arrange such
                           Further Financing, the Borrower may then be permitted
                           to seek to raise additional Indebtedness (other than
                           the Further Financing) from persons other than a
                           member of the CNC HK Group or any of their respective
                           Affiliates (a "THIRD PARTY") of an amount which when
                           aggregated with any additional Indebtedness of EAN
                           which is expressly permitted pursuant to Clause 7.16
                           of the EAN Guarantee shall not in aggregate at any
                           time be more than US$200,000,000 (the "ADDITIONAL
                           FINANCING"); or

                  (ii)     If where the circumstances set out in Clause
                           16.17(b)(ii)(y) (No Additional Borrowing) apply, ICBC
                           and the Borrower have not, by the Longstop Date,
                           signed a mandate letter to arrange such Further
                           Financing, the Borrower may then be permitted to seek
                           Additional Financing,

                  in each such case, subject always to the provisions of Clauses
                  16.17(d) to (g) (No Additional Borrowing) inclusive below.

         (d)      Any Further Financing and any Additional Financing shall be on
                  terms acceptable to the Finance Parties and which do not
                  prejudice any of the Security Interests constituted by the
                  Finance Documents or any of the rights and remedies of the
                  Finance Parties thereunder.

         (e)      The Borrower further agree that it will, prior to entering
                  into any binding contract for Additional Financing with any
                  such Third Party, offer ICBC the opportunity to provide or
                  arrange the Additional Financing on terms no less favourable
                  to ICBC than those proposed to be offered by the Third Party
                  and ICBC shall make its determination within one month of the
                  receipt by ICBC of the material terms offered by the Third
                  Party to the Borrower and if ICBC makes a determination to
                  provide such financing ("ALTERNATIVE FURTHER FINANCING"), any
                  Security Interest created to secure such Alternative Further
                  Financing shall rank pari passu with the Security Interests
                  constituted by the Finance Documents.

         (f)      Any additional Indebtedness permitted pursuant to this Clause
                  16.17(b) to (e) (No Additional Borrowing) inclusive shall:-

                  (i)      in respect of any Additional Financing arrangement
                           with a Third Party, other than, for the avoidance of
                           doubt, any Further Financing, bear interest at a rate
                           comparable to that obtainable by a Telecommunications
                           Provider;

[Facility Agreement]

                                      -61-
<PAGE>

                  (ii)     in respect of any Additional Financing arrangement
                           with a Third Party, other than any Further Financing
                           or Alternative Further Financing, be on terms entered
                           into in writing beforehand that it shall be expressly
                           subordinated to all amounts outstanding from time to
                           time under the Finance Documents and that any
                           Security Interests created to secure such
                           Indebtedness shall rank behind the Security Interests
                           constituted by the Finance Documents, and be on the
                           condition that the persons in whose favour the
                           Security Interests to secure such Indebtedness have
                           been created cannot enforce their subordinated
                           Security Interests without the prior written consent
                           of the Lenders; and

                  (iii)    be subject to the parties to the documents evidencing
                           such additional Indebtedness and any related Security
                           Interests ("ADDITIONAL INDEBTEDNESS DOCUMENTS")
                           entering into intercreditor arrangements with the
                           Finance Parties contemporaneously with the execution
                           of the Additional Indebtedness Documents and which
                           intercreditor arrangement shall be negotiated in good
                           faith and on terms satisfactory to the Finance
                           Parties acting reasonably.

         (g)      The Borrower shall be permitted to pay interest on the Further
                  Financing, the Additional Financing or the Alternative Further
                  Financing as the case maybe for so long as no Default has
                  occurred.

                  For the avoidance of doubt the Borrower and EAN can together
                  only raise (i) the Further Financing or (ii) the Alternative
                  Further Financing or (iii) the Additional Financing but not
                  more than one of them.

16.18    CASH DEPOSIT

         On the Business Day falling at least 5 days prior to each Interest
         Payment Date, the Borrower shall ensure that it deposits the Deposit in
         the Deposit Account and shall maintain a credit balance of not less
         than US$50,000,000 therein provided that subject to the provisions of
         the Charge Over Deposit, and provided further that no Default is
         continuing, the Borrower may, on the first Business Day falling 2 days
         after such Interest Payment Date, withdraw the Deposit and apply it as
         the Borrower may see fit.

16.19    OPENING OF DEPOSIT ACCOUNT AND ESCROW ACCOUNTS

         Within 7 Business Days from the date of this Agreement and throughout
         the term of this Agreement, the Borrower shall open and maintain with
         the Facility Agent the Deposit Account and the Escrow Accounts.

16.20    NOTIFICATION AND CONSENT

         The Borrower undertakes that it shall and shall procure that each other
         member of the Borrower Group notifies and obtains the prior written
         consent of the Facility Agent without which the following matters shall
         not be permitted:

[Facility Agreement]

                                      -62-
<PAGE>

         (i)      to the proposed sale, transfer, lease or other disposal by any
                  member of the Borrower Group of any of its respective material
                  assets by giving 14 Business Days prior written notice; and

         (ii)     where any member of the Borrower Group proposes to seek or
                  launch an IPO, including any proposal to effect any
                  reorganization or restructuring schemes or arrangements in
                  preparation for an IPO by giving 60 days prior written notice.

16.21    MANDATORY PREPAYMENT

         The Borrower shall comply with its obligations under Clause 7
         (Prepayment).

16.22    BOARD OF DIRECTORS

         Subject to any applicable law, regulation or listing rule of any
         Internationally Recognised Stock Exchange, the Borrower shall at all
         times ensure that it controls the appointment of the directors to the
         board of directors of each member of the Borrower Group.

16.23    CHANGE OF BUSINESS

         The Borrower shall procure that no material change is made to the
         general nature of the business of the Borrower or other members of the
         Borrower Group from that carried on at the Effective Date without the
         prior written consent of the Facility Agent.

16.24    FINANCIAL UNDERTAKINGS

         The Borrower undertakes with the Facility Agent that it will comply and
         will procure compliance with the financial covenants set out in
         Schedule 8.

16.25    FINANCIAL YEAR

         The Borrower shall maintain 31st December as the last day of its
         Financial Year and shall notify the Facility Agent of any change to its
         Financial Year end.

16.26    SECURITY AND SECURITY PERFECTION REQUIREMENTS

         The Borrower shall ensure:

         (a)      FURTHER SECURITY AND PERFECTED SECURITY: that the Debentures
                  (other than the Initial Debentures), the Share Mortgages
                  (other than the Initial Share Mortgages) and the Subordination
                  Deeds (other than the Initial Subordination Deeds) are
                  executed and delivered to the Security Trustee as soon as
                  practicable after the First Drawdown Date and in any event no
                  later than 4 months from the First Drawdown Date (in the case
                  of the Debenture no.17 in Schedule 11) and no later than 2
                  months from the First Drawdown Date (in all other cases) (or
                  such longer period as the Facility Agent and the Security
                  Trustee, acting reasonably, shall agree) and that with respect
                  to each Security Document, all Security Perfection
                  Requirements with respect to that Security

[Facility Agreement]

                                      -63-
<PAGE>

                  Document are completed to the satisfaction of the Facility
                  Agent and the Security Trustee including without limitation
                  that:

                  (i)      those listed in Part A of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 1 Business Day from the date of
                           execution of the relevant document(s) referred to in
                           such Part;

                  (ii)     those listed in Part B of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 5 Business Days from the date
                           of execution of the relevant document(s) referred to
                           in such Part;

                  (iii)    those listed in Part C of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 7 Business Days from the date
                           of execution of the relevant document(s) referred to
                           in such Part;

                  (iv)     those listed in Part D of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 14 Business Days from the date
                           of execution of the relevant document(s) referred to
                           in such Part;

                  (v)      those listed in Part E of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 21 days from the date of
                           execution of the relevant document(s) referred to in
                           such Part;

                  (vi)     those listed in Part F of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 30 days from the date of
                           execution of the relevant document(s) referred to in
                           such Part;

                  (vii)    those listed in Part G of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 5 weeks from the date of
                           execution of the relevant document(s) referred to in
                           such Part;

                  (viii)   those listed in Part H of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within 37 days from the date of
                           execution of the relevant document(s) referred to in
                           such Part; and

                  (ix)     those listed in Part I of Schedule 18, are completed
                           and evidence to the satisfaction of the Finance
                           Parties in respect thereof is provided to the
                           Facility Agent within the time limit specified in the
                           relevant Security Document referred to therein.

[Facility Agreement]

                                      -64-
<PAGE>

         (b)      EAC2 SECURITY: as soon as reasonably practicable following the
                  consummation of the transactions contemplated by the Deeds of
                  Transfer, Release and Settlement and the Vendor Financing
                  Transfer Documents, (the "SETTLEMENT DATE") that:-

                  (i)      EAN enters into an Additional Security Document
                           and/or Additional Debenture in respect of any right,
                           title or interest which it has in and to the EAC2
                           Project (as defined in the NEC Contract) and/or the
                           System and/or any System Upgrade and/or any Segment
                           Upgrade (each as respectively defined in the NEC
                           Contract) as soon as possible after the Settlement
                           Date and in any event within 4 months of the
                           Settlement Date and provides evidence satisfactory to
                           the Facility Agent that all the Security Perfection
                           Requirements in respect thereof have been completed
                           and in any event within 4 months of the Settlement
                           Date; and

                  (iii)    any member of the Borrower Group which has at any
                           time any right, title or interest, in and to the EAC2
                           Project (as defined in the NEC Contract) and/or the
                           System and/or any System Upgrade and/or any Segment
                           Upgrade (each as respectively defined in the NEC
                           Contract) or any part thereof or to any assets or
                           licenses, permits or consents which are necessary in
                           respect of, or connected with, the EAC2 Project or
                           the System or any System Upgrade or any Segment
                           Upgrade or its, commissioning or operation shall
                           enter into an Additional Security Document as soon as
                           possible after the Settlement Date and in any event
                           within 4 months of the Settlement Date and provides
                           evidence satisfactory to the Facility Agent that all
                           the Security Perfection Requirements in respect
                           thereof have been completed and in any event within 4
                           months of the Settlement Date.

         (c)      ADDITIONAL SECURITY: that each Additional Security Party
                  enters into an Additional Security Document, Additional
                  Debenture, Additional Assignment of Insurances, Additional
                  Share Mortgage and/or Additional Subordination Deed as soon as
                  practicable after request from the Facility Agent and in any
                  event no later than 4 months from such date and that such
                  Additional Security Party provides the documents and other
                  evidence listed in Schedule 17 to the Security Trustee.

         (d)      NEWLY PERMITTED SECURITY: that with respect to any member of
                  the Borrower Group or the EAN Group or CNC BVI which, owing to
                  the laws or regulations in any relevant jurisdiction, is not
                  as at the Effective Date able to provide a Security Interest
                  over certain of its assets, such member of the Borrower Group,
                  EAN Group or CNC BVI as the case may be shall, as soon as
                  reasonably practicable following a change in or introduction
                  of or change in interpretation of a law or regulation in any
                  such jurisdiction which permits or enables such member of the
                  Borrower Group, EAN Group or CNC BVI as the case may be so to
                  provide such a Security Interest over those assets (the
                  "PERMISSION DATE"), such member of the Borrower Group, EAN
                  Group or CNC BVI as the case may be shall enter into an
                  Additional Security

[Facility Agreement]

                                      -65-
<PAGE>

                  Document and/or Additional Debenture as soon as possible after
                  the Permission Date and in any event within 4 months of the
                  Permission Date and provides evidence satisfactory to the
                  Facility Agent that all the Security Perfection Requirements
                  in respect thereof have been completed and in any event within
                  4 months of the Permission Date.

         (e)      CHINA NETWORK COMFORT LETTER: if by 31st August 2004, CNC HK
                  is unable to satisfy the financial criteria set out in
                  paragraphs (i), (ii) and (iii) of the definition of "GUARANTOR
                  IPO DATE" in clause 1.1 of the CNC HK Guarantee, that China
                  Network executes a comfort letter in favour of the Security
                  Trustee for the benefit of the Finance Parties in form and
                  substance acceptable to the Finance Parties in support of the
                  obligations of CNC HK and the Borrower under the Finance
                  Documents.

17.      EVENTS OF DEFAULT

17.1     EVENTS OF DEFAULT

         There shall be an Event of Default if, for any reason and whether or
         not for a reason outside the control of the Borrower:-

         (a)      NON-PAYMENT: the Borrower or any Security Party fails to pay
                  any sum due from it under this Agreement or any other Finance
                  Document to which it is a party at the time, in the currency
                  and in the manner stipulated herein or therein unless :-

                  (i)      its failure to pay is caused by administrative or
                           technical error; and

                  (ii)     payment is received within 4 Business Days of its due
                           date.

         (b)      OTHER BREACHES:

                  (i)      the Borrower fails duly and punctually to comply with
                           any of its obligations under Clause 16.18 (Cash
                           Deposits); or

                  (ii)     any Security Party fails duly and punctually to
                           comply with any of its other obligations (other than
                           those referred to in Clause 17.1(a) (Non-Payment)
                           above) under any of the Finance Documents and in
                           respect only of a failure which in the opinion of the
                           Facility Agent (after consulting with the Majority
                           Lenders) is capable of remedy, does not remedy such
                           failure to the Facility Agent's satisfaction within 3
                           Business Days after receipt of written notice from
                           the Facility Agent requiring it to do so; or

         (c)      BREACH OF REPRESENTATION: any representation or warranty made
                  or deemed to be made or repeated by or in respect of the any
                  Security Party in or pursuant to any of the Finance Documents
                  or in any notice, certificate or statement referred to or
                  delivered under any Finance Document is or proves to have been

[Facility Agreement]

                                      -66-
<PAGE>

                  incorrect or misleading in any respect considered by the
                  Majority Lenders to be material; or

         (d)      CONSENTS: any consent, authorisation, licence or approval of,
                  or registration with or declaration to, governmental or public
                  bodies or authorities or courts required by the Borrower or
                  any other Security Party to authorise, or required by the
                  Borrower or any other Security Party in connection with, the
                  execution, delivery, performance, validity, enforceability or
                  admissibility in evidence of any of the Finance Documents is
                  modified in a manner unacceptable to the Majority Lenders or
                  is not granted or is revoked or terminated or expires and is
                  not renewed or otherwise ceases to be in full force and effect
                  and such Security Party has not within 1 month of such
                  modification, non granting, revocation or termination obtained
                  the necessary consent, authorisation, license or approval; or

         (e)      LEGAL PROCESS: any judgment or order made against the Borrower
                  or any other Security Party is not stayed or complied with
                  within 14 Business Days or a creditor attaches or takes
                  possession of, or a distress, execution, sequestration or
                  other process is levied or enforced upon or sued out against,
                  any of the undertakings, assets, rights or revenues of the
                  Borrower or any other Security Party and is not discharged
                  within 30 Business Days or any step is taken to enforce any
                  present or future Security Interest on or over all or any part
                  of the assets or revenues of the Borrower or any other
                  Security Party or any other member of the Borrower Group
                  PROVIDED THAT any of the aforementioned actions has a material
                  adverse effect on the business or financial condition of the
                  Borrower Group or the AssetCo Group or the ability of any
                  Security Party to perform all or any of its obligations under
                  or otherwise to comply with the terms of any of the Finance
                  Documents; or

         (f)      INSOLVENCY: the Borrower or any other Security Party is deemed
                  to be unable to pay its debts or becomes, or admits to being
                  unable to pay its debts as they fall due or otherwise becomes
                  insolvent or stops or suspends or threatens to stop or suspend
                  making payments (whether of principal or interest) with
                  respect to all or any class of its debts or announces an
                  intention to do so or any person takes any action, or any
                  proceedings are started or other steps taken by any person for
                  the Borrower or any other Security Party to be adjudicated or
                  found bankrupt or insolvent unless otherwise permitted by
                  Clause 16.4 (Mergers); or

         (g)      WINDING-UP: any person takes any action or any petition is
                  presented or other step is taken for the purpose of winding
                  up, re-organising, reconstructing or dissolution of the
                  Borrower or any other Security Party not being a petition
                  which the Borrower or any other Security Party can demonstrate
                  to the satisfaction of the Facility Agent is either frivolous,
                  vexatious or an abuse of the process of the court or relates
                  to a claim to which the Borrower or any other Security Party
                  has a good defence and which is being contested by the
                  Borrower or any other Security Party and by appropriate
                  proceedings and in each case provided that such petition is
                  discharged within 14 Business Days or an order is made or
                  resolution is passed for the winding up, re-organising,

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                  reconstructing or dissolution of the Borrower or any other
                  Security Party or a meeting is convened for the purpose of
                  passing any such resolution unless otherwise permitted by
                  Clause 16.4 (Mergers); or

         (h)      LIQUIDATION/ADMINISTRATION: any person takes any action or any
                  proceedings are started or other step taken by any person for
                  a liquidator, administrator, trustee or similar officer to be
                  appointed by the Borrower or any other Security Party or any
                  part of their respective undertakings, assets, rights or
                  revenues or the Majority Lenders have reasonable grounds to
                  believe that any such proceedings or other step is imminent
                  unless otherwise permitted by Clause 16.4 (Mergers); or

         (i)      APPOINTMENT OF RECEIVERS AND MANAGERS: any person takes any
                  action or any proceedings are started or other step taken by
                  any person for any administrative or other receiver to be
                  appointed of the Borrower or any other Security Party or any
                  part of their respective material assets, rights, revenues
                  and/or undertakings or the directors of the Borrower or any
                  other Security Party request any person to appoint such a
                  receiver unless otherwise permitted by Clause 16.4 (Mergers);
                  or

         (j)      COMPOSITIONS: any negotiations are commenced or any other
                  steps are taken, by the Borrower or any other Security Party
                  by any of their respective creditors with a view to proposing
                  any kind of composition, compromise general assignment or
                  arrangement involving such company or with a view to the
                  general readjustment or rescheduling or a moratorium of all or
                  part of its debts or proceedings are commenced in relation to
                  the Borrower or any other Security Party under any law
                  regulation or procedure relating to construction or
                  readjustment of debts; or

         (k)      ANALOGOUS PROCEEDINGS: there occurs, in relation to the
                  Borrower or any other Security Party, in any country or
                  territory (including Hong Kong) in which it carries on
                  business or to the jurisdiction of whose courts any part of
                  its assets is subject, any event which, in the opinion of the
                  Majority Lenders, appears in that country or territory to
                  correspond with, or have an effect equivalent or similar to,
                  any of those mentioned in Clauses 17.1 (e) to (j) (Events of
                  Default) (inclusive) or the Borrower or any other Security
                  Party otherwise becomes subject, in any such country or
                  territory, to the operation of any law relating to insolvency,
                  bankruptcy or liquidation; or

         (l)      SUSPENSION OF BUSINESS OR EXPROPRIATION: the Borrower or any
                  other Security Party suspends or ceases or threatens to
                  suspend or cease to carry on its business or any substantial
                  part thereof or changes or threatens to change the nature or
                  scope of its business or any governmental or other authority
                  through Expropriation acquires all or any substantial part of
                  its respective business, assets, rights or revenues, or shares
                  or other ownership therein; or

         (m)      CESSATION OR SUSPENSION OF LISTING:

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                  (i)      after the listing of the shares in CNC HK on a
                           Guarantor Stock Exchange has occurred, the shares in
                           CNC HK cease to be listed on such Guarantor Stock
                           Exchange or trading in the shares in CNC HK is
                           suspended for a period of more than 14 consecutive
                           trading days; or

                  (ii)     after the listing of the shares of any member of the
                           Group on any Internationally Recognised Stock
                           Exchange has occurred, the shares in such member of
                           the Group cease to be listed on such Internationally
                           Recognised Stock Exchange or trading in such shares
                           is suspended for a period of 14 consecutive trading
                           days; or

         (n)      ILLEGALITY: it becomes or will become unlawful at any time for
                  the Borrower or any other Security Party to perform all or any
                  of its obligations under any of the Finance Documents or any
                  of the obligations of the Borrower or any other Security Party
                  under any of the Finance Documents is not or ceases to be or
                  is claimed by it not to be legal, valid and binding or in full
                  force and effect; or

         (o)      CROSS DEFAULT:

                  (i)      any Financial Indebtedness of the Borrower, any other
                           Security Party, or any other member of the CNC HK
                           Group or the AssetCo Group:-

                           (A)      is not paid when due nor within any
                                    applicable grace period in any agreement
                                    relating to that Financial Indebtedness; or

                           (B)      becomes due and payable, or capable of being
                                    declared due and payable, before its stated
                                    maturity by reason of a default or event of
                                    default, however described;

                  (ii)     any Security Interest, guarantee or other security
                           created or to be created by the Borrower, or any
                           other Security Party or any other member of the CNC
                           HK Group or the EAN Group becomes enforceable; or

         (p)      REPUDIATION: the Borrower or any other Security Party
                  repudiates any of the Finance Documents, or does or causes to
                  be done any act or thing evidencing an intention to repudiate
                  any of the Finance Documents or any action or proceedings are
                  commenced (and not withdrawn or dismissed within a period of
                  14 Business Days after its commencement) to enjoin or restrain
                  the performance of or compliance with any respective
                  obligation of the Borrower or any other Security Party under
                  any of the Finance Documents or otherwise dispute the ability
                  of the Borrower or any other Security Party to enter into,
                  exercise its respective rights or perform or comply with any
                  of its respective obligations under any of the Finance
                  Documents; or

         (q)      MATERIAL ADVERSE CHANGE: there occurs, in the reasonable
                  opinion of the Majority Lenders, a material adverse change in
                  the financial condition of the Borrower, any other Security
                  Party or any other member of the CNC HK Group or the AssetCo
                  Group; or

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         (r)      MATERIAL EVENTS: any other event occurs or circumstance arises
                  which, in the reasonable opinion of the Majority Lenders, is
                  likely to materially and adversely affect the ability of the
                  Borrower or any other Security Party to perform all or any of
                  its obligations under or otherwise to comply with the terms of
                  any of the Finance Documents, as the case may be; or

         (s)      REDUCTION OR LOSS OF CAPITAL: a meeting is convened by the
                  Borrower or any other Security Party for the purpose of
                  passing any resolution to purchase, reduce or redeem any of
                  its share capital other than in accordance with Clause 16.6
                  (Share Capital); or

         (t)      OWNERSHIP: (i) CNC HK ceases to be the Holding Company of the
                  Borrower; or (ii) China Network ceases to be the Holding
                  Company of CNC HK, AssetCo and EAN; or

         (u)      MATERIAL LITIGATION: any litigation, arbitration or
                  administrative proceeding is taking place against the Borrower
                  or any other Security Party which, in the reasonable opinion
                  of the Majority Lenders, is likely to materially and adversely
                  affect the ability of the Borrower or any other Security Party
                  to perform all or any of their respective obligations under or
                  otherwise to comply with the terms of any of the Finance
                  Documents; or

         (v)      FINANCIAL COVENANTS: the Borrower fails to comply with any of
                  its financial covenants in Schedule 8 on any Financial
                  Covenant Test Date; or

         (w)      WAIVER: any of the conditions precedent (if any) which have
                  been the subject of a waiver in accordance with Clause 5.3
                  (Waiver or Deferral of Conditions) has not been fulfilled in
                  full and to the Finance Parties' satisfaction on the date
                  stipulated in the relevant waiver, or, if no date is
                  stipulated, then the date falling 3 months after the First
                  Drawdown Date.

17.2     ACCELERATION

         The Facility Agent may, and if so requested by the Majority Lenders
         shall, without prejudice to any other rights of the Lenders, at any
         time after the occurrence of an Event of Default by notice to the
         Borrower:-

         (a)      declare that the obligation of each Lender to make its
                  Commitment available shall be terminated, whereupon the Total
                  Commitments shall be reduced to zero forthwith; and/or

         (b)      declare that the Tranche A Loan and/or the Tranche B Loan, all
                  interest and all other sums payable under the Finance
                  Documents have become immediately due and payable, whereupon
                  the same shall, immediately or in accordance with the terms of
                  such notice, become due and payable without further demand or
                  other legal formality of any kind; and/or

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         (c)      take any action, exercise any other right or pursue any other
                  remedy conferred upon the Facility Agent and/or the Lenders by
                  this Agreement or by any applicable law or regulation or
                  otherwise as a consequence of such Event of Default.

18.      ASSIGNMENT AND TRANSFER

18.1     BENEFIT OF AGREEMENT

         This Agreement shall be binding upon, and enure for the benefit of each
         Finance Party, the Facility Agent and the Borrower and their respective
         successors and permitted assigns.

18.2     TRANSFERS BY THE BORROWER

         The Borrower may not assign, transfer, novate or in any way dispose of
         any of its rights and/or obligations under this Agreement.

18.3     ASSIGNMENTS BY THE LENDERS

         Each Lender may assign or otherwise transfer or grant participations in
         all or any part of its rights under any of the Finance Documents to any
         other bank or financial institution without the consent of the Borrower
         in accordance with Clause 18.4 (Transfer Certificates) in respect of
         transfers or novations.

18.4     TRANSFER CERTIFICATES

         Each Lender (an "EXISTING LENDER") may assign or novate or otherwise
         transfer all or any part of its rights, benefits and/or obligations
         under the Finance Documents to another person (a "NEW LENDER"). Any
         such transfer shall be effected upon 5 Business Days' prior notice by
         delivery to the Facility Agent of a duly executed and duly completed
         Transfer Certificate in which event, on the transfer date specified in
         such Transfer Certificate, to the extent that they are expressed to be
         the subject of the novation established by the Transfer Certificate:-

         (a)      the Borrower, the Existing Lender and the other parties to the
                  Finance Documents shall be released from further obligations
                  towards one another under any of the Finance Documents and
                  their respective rights against one another under any of the
                  Finance Documents shall be cancelled (such rights and
                  obligations being referred to in this Clause 18.4 (Transfer
                  Certificates) as "DISCHARGED RIGHTS AND OBLIGATIONS");

         (b)      the Borrower and the New Lender shall assume obligations
                  towards one another and/or acquire rights against one another
                  which differ from such Discharged Rights and Obligations only
                  insofar as the New Lender have assumed and/ or acquired the
                  same in place of the Existing Lender;

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         (c)      the Facility Agent, the Co-ordinating Arrangers, the New
                  Lender and other Lenders shall acquire the same rights and
                  assume the same obligations between themselves as they would
                  have acquired and assumed had the New Lender been an Existing
                  Lender with the rights and/ or obligations acquired or assumed
                  by it as a result of the transfer and to that extent the
                  Facility Agent, the Arrangers and the Existing Lender shall
                  each be released from further obligations to each other under
                  this Agreement; and

         (d)      the New Lender shall become a party to this Agreement as a
                  "Lender",

         and, on the date upon which such novation or transfer takes effect, the
         New Lender shall pay to the Facility Agent for its own account a fee of
         US$800. The Facility Agent shall promptly notify the other parties to
         this Agreement of the receipt by it of any Transfer Certificate and
         shall promptly deliver a copy of such Transfer Certificate to the
         Borrower.

         For the avoidance of doubt, the Borrower shall not be responsible for
         paying the above fee of US$800 on behalf of the New Lender.

18.5     RELIANCE

         The Facility Agent and the Borrower shall be fully entitled to rely on
         any Transfer Certificate delivered to the Facility Agent in accordance
         with the foregoing provisions of Clause 18 (Assignment and Transfer)
         which is complete and regular on its face as regards its contents and
         purportedly signed on behalf of the Existing Lender and the New Lender
         and neither the Facility Agent nor the Borrower shall have any
         liability or responsibility to any party as a consequence of placing
         reliance on and acting in accordance with any such Transfer Certificate
         if it proves to be the case that the same was not authentic or duly
         authorised.

18.6     SIGNATURE OF TRANSFER CERTIFICATE

         The Borrower and each Finance Party irrevocably authorises the Facility
         Agent to countersign each Transfer Certificate on its behalf without
         any further consent of, or consultation with, the Borrower or such
         Lender.

18.7     REFERENCES

         If any Lender assigns or novates or otherwise transfers all or any part
         of its rights, benefits and/or obligations in accordance with Clause 18
         (Assignment and Transfer), all relevant references in the Finance
         Documents to such Lender shall thereafter be construed as a reference
         to such Lender and/or its assignee or transferee (as the case may be)
         to the extent of their respective interests.

18.8     FACILITY OFFICE

         Each Lender shall lend through its Facility Office at the address
         specified in Schedule 1 or as the case may be in any Transfer
         Certificate or through any of its other offices as selected from time
         to time by such Lender for the purposes of this Agreement. A

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         Lender shall notify the Facility Agent promptly of any change of its
         office pursuant to Clause 23 (Notices).

18.9     DISCLOSURE

         The Facility Agent or any Lender may disclose on a confidential basis
         to a prospective assignee or Transferee or to any other person who may
         propose entering into, or who has entered into, contractual relations
         with the Facility Agent or such Lender in relation to this Agreement
         such information about the transactions contemplated by this Agreement
         or about any member of the Group as the Facility Agent or such Lender
         shall consider appropriate.

18.10    REFERENCE BANKS

         If a Reference Bank ceases to act as such for any reason, it shall be
         replaced by such other bank as the Facility Agent (after consultation
         with the Lenders) shall designate by notice to the Borrower and the
         Lenders.

19.      THE FACILITY AGENT, THE ARRANGER AND THE LENDERS

19.1     APPOINTMENT

         (a)      Each Finance Party hereby irrevocably appoints the Facility
                  Agent as its agent for the purposes of this Agreement and as
                  its agent and trustee to receive, hold, administer and enforce
                  the security created by the Security Documents.

         (b)      Each Finance Party hereby irrevocably authorises the Facility
                  Agent (whether or not by or through employees or agents) to
                  take such action on such Finance Party's behalf and to
                  exercise such rights, remedies, powers and discretion as are
                  specifically delegated to the Facility Agent by the Finance
                  Documents, together with such powers and discretions as are
                  reasonably incidental thereto.

         (c)      The Facility Agent shall not have any duties, obligations or
                  liabilities to the Finance Parties beyond those expressly
                  stated in the Finance Documents; and those duties are solely
                  of a mechanical and administrative nature.

         (d)      The Facility Agent may act under the Finance Documents through
                  its personnel and agents.

19.2     VARIATION

         (a)      Subject to Clause 19.2(b) (Variation), the Facility Agent may,
                  with the prior written consent of the Majority Lenders, amend,
                  modify or otherwise vary or waive breaches of, or defaults
                  under, or otherwise excuse performance of, any provision of
                  any of the Finance Documents. Any such action so authorised
                  and effected by the Facility Agent shall be promptly notified
                  to the Finance Parties by the Facility Agent and shall be
                  binding on all the Finance Parties.

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         (b)      Except with the prior written consent of all the Finance
                  Parties, the Facility Agent shall not have authority on behalf
                  of the Finance Parties to agree with the Borrower or the
                  Guarantor any amendment to any of the Finance Documents which
                  would (i) reduce the rate of interest payable under any of the
                  Finance Documents, (ii) extend the due date or reduce the
                  amount of any payment of principal, interest or other amount
                  payable under any of the Finance Documents, (iii) change the
                  currency in which any amount is payable under any of the
                  Finance Documents, (iv) increase any Lender's Commitment or
                  the length of the Drawdown Period, (v) release or amend any of
                  the obligations of any Security Party under any of the Finance
                  Documents, (vi) change the definition of "Majority Lenders" in
                  Clause 1.1 (Terms Defined), (vii) change Clause 16
                  (Undertakings) or Clause 17 (Events of Default) or (viii)
                  change this Clause 19.2 (Variation).

         (c)      Any amendment, modification or variation of any of the
                  Facility Agent's rights and/or obligations under any of the
                  Finance Documents shall require the prior written consent of
                  the Facility Agent.

19.3     FACILITY AGENT AND THE ARRANGER INDIVIDUALLY

         (a)      With respect to its own Commitment and Outstandings (if any),
                  each of the Facility Agent and the Arrangers shall have the
                  same rights and powers under the Finance Documents as any
                  other Lender and may exercise the same as though it were not
                  performing the duties and functions delegated to it as agent
                  or arranger, as the case may be, under the Finance Documents
                  and the term "Lenders" shall unless the context clearly
                  otherwise indicates, include the Facility Agent and the
                  Arranger, in their respective individual capacity as a Lender.
                  This Agreement shall not and shall not be construed so as to
                  constitute a partnership between the parties or any of them.

         (b)      In acting as the Facility Agent, the agency division of the
                  Facility Agent will be treated as a separate entity from its
                  other divisions and departments. Any information acquired by
                  the Facility Agent which, in its opinion, is acquired by it
                  otherwise than in its capacity as the Facility Agent may be
                  treated as confidential by the Facility Agent and will not be
                  deemed to be information possessed by the Facility Agent in
                  its capacity as such.

19.4     EXONERATION

         The Facility Agent shall not:-

         (a)      be obliged to request any certificate or opinion under any of
                  the Finance Documents or to make any enquiry as to the use of
                  the proceeds of any Advance or the Loan unless so required in
                  writing by any Lender, in which case the Facility Agent shall
                  promptly make the appropriate request to the Borrower, or be
                  obliged to make any enquiry as to any Default or other breach
                  by the Borrower or the Guarantor in the performance or
                  observance of any of the provisions of any of the Finance
                  Documents or as to the existence of any Default or other
                  breach unless the Facility Agent has actual knowledge thereof

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                  or has been notified in writing thereof by a Lender, in which
                  case the Facility Agent shall promptly notify the Lenders of
                  the relevant event or circumstance; or

         (b)      be liable to any Lender for any action taken or omitted under
                  or in connection with the Finance Documents, the Facility or
                  the Loan unless caused by its gross negligence or wilful
                  misconduct, and no party to this Agreement may take any
                  proceedings against any officer, employee or agent of the
                  Facility Agent in respect of any claim it might have against
                  the Facility Agent or in respect of any act or omission of any
                  kind (including gross negligence or wilful misconduct) by that
                  officer, employee or agent in relation to any of the Finance
                  Documents.

         For the purposes of this Clause 19.4 (Exoneration), the Facility Agent
         shall not be treated as having actual knowledge of any matter of which
         the corporate finance or any other division outside the corporate
         lending or loan administration department of the person for the time
         being acting as the Facility Agent may become aware in the context of
         corporate finance or advisory activities from time to time undertaken
         by the Facility Agent for the Borrower or any associated companies.

19.5     INFORMATION AND ACTION

         The Facility Agent shall:-

         (a)      promptly notify each Finance Party of the contents of each
                  material notice, certificate or other document received by the
                  Facility Agent from the Borrower or any other Security Party
                  in relation to the Facility;

         (b)      promptly notify each Finance Party of any Event of Default of
                  which the Facility Agent has actual knowledge; and

         (c)      (subject to its being indemnified to its satisfaction) take
                  such action or, as the case may be, refrain from taking such
                  action with respect to any Default of which the Facility Agent
                  has actual knowledge as the Majority Lenders may reasonably
                  direct.

19.6     RELIANCE

         The Facility Agent may deem and treat (i) each Lender as the person
         entitled to the benefit of the Outstandings of such Lender for all
         purposes of this Agreement unless and until a notice of assignment of
         such Lender's Outstandings or any part thereof or a Transfer
         Certificate shall have been delivered to the Facility Agent, and (ii)
         the Facility Office specified in Schedule 1 or, as the case may be, in
         any relevant Transfer Certificate as such Lender's Facility Office
         unless and until a written notice of change of Facility Office shall
         have been received by the Facility Agent and the Facility Agent may act
         upon any such notice unless and until the same is superseded by a
         further such notice. The Facility Agent shall be entitled to rely on
         any communication, instrument or document believed by it to be genuine
         and correct and to have been appropriately authorised and signed or
         sent by the proper person and

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         shall be entitled to rely as to legal or other professional matters on
         opinions and statements of any legal or other professional advisers
         selected or approved by it.

19.7     CREDIT APPROVAL

         Each Lender acknowledges that it has not relied on any statement,
         opinion, forecast or other representation made by the Facility Agent to
         induce it to enter into this Agreement and that it has made and will
         continue to make without reliance on the Facility Agent and based on
         such documents as it considers appropriate its own appraisal of the
         creditworthiness of the Borrower and the Group and its own independent
         investigation of the financial condition and affairs of the Borrower
         and the Group in connection with the making of any Advance and
         continuation of the Loan under this Agreement. The Facility Agent shall
         not have any duty or responsibility, either initially or on a
         continuing basis, to provide any Lender with any credit or other
         information with respect to the Borrower or any other member of the
         Group whether coming into its possession before the drawdown of any
         Advance or at any time or times thereafter, other than as provided in
         Clause 19.5(a) (Information and Action).

19.8     DOCUMENTATION

         The Facility Agent shall not have any responsibility to any Finance
         Party for:

         (a)      the performance by the Borrower or any other Security Party of
                  their respective obligations under any of the Finance
                  Documents;

         (b)      the financial condition of the Borrower or any other Security
                  Party;

         (c)      the completeness or accuracy of any statements,
                  representations or warranties in any of the Finance Documents
                  or any document delivered thereunder;

         (d)      the execution, effectiveness, adequacy, genuineness, validity,
                  enforceability or admissibility in evidence of any of the
                  Finance Documents or of any certificate, report or other
                  documents executed or delivered under any of the Finance
                  Documents;

         (e)      the collectability of amounts payable under any of the Finance
                  Documents; or

         (f)      otherwise in connection with the Facility or its negotiation
                  or for acting (or, as the case may be, refraining from acting)
                  in accordance with the instructions of the Majority Lenders,
                  or the Lenders, as the case may be.

19.9     OTHER BUSINESS

         Each of the Facility Agent and the Arranger may, without any liability
         to account to the Lenders, accept deposits from, lend money to, and
         generally engage in any kind of banking or trust business with, the
         Borrower, CNC HK or any other member of the Group or any of the Lenders
         as if it were not the Facility Agent or the Arranger (as the case may
         be).

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19.10    REIMBURSEMENT AND INDEMNITY

         (a)      Each Lender shall reimburse the Facility Agent (rateably in
                  accordance with its Outstandings or, if at the relevant time,
                  no Advance has been made under this Agreement, its
                  Commitment), to the extent the Facility Agent is not
                  reimbursed by the Borrower, for the charges and expenses
                  incurred by the Facility Agent in contemplation of, or
                  otherwise in connection with, the enforcement of, or the
                  preservation of any rights under, or in carrying out its
                  duties under any of the Finance Documents, including (in each
                  case) the fees and expenses of legal or other professional
                  advisers.

         (b)      Each Lender shall indemnify the Facility Agent (rateably in
                  accordance with its Outstandings or, if at the relevant time,
                  no Advance has been made under this Agreement, its Commitment)
                  against all liabilities, damages, costs and claims whatsoever
                  incurred by the Facility Agent in connection with any of the
                  Finance Documents or the performance of its duties under any
                  of the Finance Documents or any action taken or omitted by the
                  Facility Agent under any of the Finance Documents, unless such
                  liabilities, damages, costs or claims arise from the Facility
                  Agent's own gross negligence or wilful misconduct.

         (c)      The Borrower shall forthwith on demand reimburse each Lender
                  for any payment made by it under Clauses 19.10(a) and (b)
                  (Reimbursement and Indemnity).

         (d)      The Facility Agent may require the receipt of security
                  satisfactory to it, whether by way of payment in advance or
                  otherwise, against any liability or loss which it will or may
                  incur in taking any proceedings or action arising out of or in
                  connection with any of the Finance Documents before it
                  commences those proceedings or takes that action.

19.11    MAJORITY LENDERS' INSTRUCTIONS

         (a)      Unless expressly stated in the provisions of the Finance
                  Documents, the Facility Agent shall (i) act in accordance with
                  any instructions given to it by the Majority Lenders (or, if
                  so instructed by the Majority Lenders, refrain from acting or
                  exercising any right, power, authority or discretion vested in
                  it as Facility Agent) and (ii) not be liable for any act (or
                  omission) if it acts (or refrains from taking any action) in
                  accordance with such an instruction of the Majority Lenders.

         (b)      Unless expressly stated in the provisions of the Finance
                  Documents, any instructions given by the Majority Lenders will
                  be binding on all the Lenders.

         (c)      Where a provision of any of the Finance Documents 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,

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                  request or instructions shall (as between the Lenders) only be
                  regarded as having been validly given or issued by the
                  Majority Lenders if all the Lenders shall have received prior
                  notice of the matter on which such opinion, consent, request
                  or instructions are required to be obtained and the relevant
                  majority of the Lenders shall have given or issued such
                  opinion, consent, request or instructions but so that the
                  Borrower shall be entitled (and bound) to assume that such
                  notice shall have been duly received by each Lender and that
                  the relevant majority shall have been obtained to constitute
                  Majority Lenders whether or not this is the case.

         (d)      The Facility Agent may decline to take any action except upon
                  the written direction of the Majority Lenders, or the Lenders,
                  as the case may be, and the Facility Agent may obtain a
                  ratification by the Majority Lenders of any action taken by it
                  under the Finance Documents. The Facility Agent shall have no
                  liability to any of the Lenders for any action taken by it
                  upon the instructions of the Majority Lenders or if such
                  actions is ratified by the Majority Lenders.

         (e)      In the absence of instructions from the Majority Lenders, or
                  the Lenders, as the case may be, the Facility Agent may act
                  (or refrain from taking action) as it considers to be in the
                  best interest of the Lenders.

         (f)      The Facility Agent is not authorized to act on behalf of a
                  Lender (without first obtaining that Lender's consent) in any
                  legal or arbitration proceedings relating to any of the
                  Finance Documents.

19.12    RETIREMENT

         (a)      The Facility Agent may retire from its appointment as Facility
                  Agent under the Finance Documents having given to the Borrower
                  and each of the Finance Parties not less than 30 days' notice
                  of its intention to do so, provided that no such retirement
                  shall take effect unless there has been appointed by the
                  Finance Parties as a successor agent:-

                  (i)      a Lender nominated by the Majority Lenders within 30
                           days after notice of retirement or, failing such a
                           nomination,

                  (ii)     any reputable and experienced bank or financial
                           institution with offices in Hong Kong nominated by
                           the Facility Agent.

         (b)      Upon any such successor as aforesaid being appointed, the
                  retiring Facility Agent shall deliver or make available to
                  such successor all records, files and information held by it
                  as the Facility Agent. The retiring Facility Agent shall then
                  be discharged from any further obligation under the Finance
                  Documents and its successor and each of the other parties to
                  any of the Finance Documents shall have the same rights and
                  obligations among themselves as they would have had if such
                  successor had been a party to the Finance Documents in place
                  of the retiring Facility Agent. No member of the Borrower
                  Group shall be required to pay any fees or expenses in
                  relation to the retirement or appointment of a Facility Agent
                  pursuant to this Clause 19.12

[Facility Agreement]

                                      -78-
<PAGE>

                  (Retirement) if such fees have already been paid in accordance
                  with Clause 20 (Fees and Expenses).

19.13    COMPLIANCE

         (a)      The Facility Agent may refrain from doing anything which
                  might, in its opinion, constitute a breach of any law or
                  regulation or be otherwise actionable at the suit of any
                  person, and may do anything which, in its opinion, is
                  necessary or desirable to comply with any law or regulation of
                  any jurisdiction.

         (b)      Without prejudice to Clause 19.13(a) (Compliance) above, the
                  Facility Agent need not disclose any information relating to
                  the Borrower or any member of the Group if the disclosure
                  might, in the opinion of the Agent, constitute a breach of any
                  law or regulation or any duty of secrecy or confidentiality or
                  be otherwise actionable at the suit of any person.

19.14    THE ARRANGER

         The Arranger in its capacity as such shall have no duties or
         obligations under or in respect of the Finance Documents. Clauses 19.7
         (Credit Approval), 19.8 (Documentation) and 19.9 (Other Business) shall
         apply for the benefit of the Arranger in its capacity as such as if
         references therein to the Facility Agent were references to the
         Arranger.

19.15    RELATIONSHIP

         (a)      The relationship between the Facility Agent and the Lenders is
                  that of agent and principal only.

         (b)      Except as specifically provided in this Agreement, the
                  Arranger has no other obligations to any other party to this
                  Agreement under or in connection with the Finance Documents.

         (c)      Nothing in this Agreement constitutes the Facility Agent or
                  the Arranges as a trustee or fiduciary of any other person.

         (d)      Neither the Facility Agent nor the Arranger shall be bound to
                  account to any Lender for any sum or the profit element of any
                  sum received by it for its own account.

20.      FEES AND EXPENSES

20.1     ARRANGEMENT FEE

         The Borrower shall pay to the Arranger an arrangement fee in the amount
         set out in the Fee Letter.

[Facility Agreement]

                                      -79-
<PAGE>

20.2     AGENCY FEE

         The Borrower shall pay to the Facility Agent an agency fee in the
         amount and at the times set out in the Fee Letter.

20.3     COMMITMENT FEE

         (a)      The Borrower shall pay to the Facility Agent for the account
                  of each Lender, a commitment fee computed at the rate of 0.45%
                  per annum on that Lender's Available Commitment in respect of
                  Tranche A for the Drawdown Period.

         (b)      The Borrower shall pay to the Facility Agent for the account
                  of each Lender a commitment fee computed at the rate of 0.45%
                  per annum on that Lender's Available Commitment in respect of
                  Tranche B for the Drawdown Period for Tranche B set out in
                  Schedule 3.

         (c)      The accrued commitment fee in this Clause 20.3 (Commitment
                  Fee) is payable on the last day of each successive period of
                  three months during the Drawdown Period, and the last such
                  payment to be made on the last day of the Drawdown Period, and
                  if any Lender's Available Commitment is cancelled in full, on
                  the cancelled amount of the relevant Available Lender's
                  Commitment at the time the cancellation is effective.

         (d)      The commitment fee payable in this Clause 20.3 (Commitment
                  Fee) shall accrue from day to day and shall be calculated on
                  the basis of the actual number of days elapsed and a 360-day
                  year, including the first day of the period during which it
                  accrues but excluding the last.

20.4     EXPENSES

         The Borrower shall pay to the Facility Agent and the Arranger on demand
         and in the currency specified by the Facility Agent and Arranger:-

         (a)      irrespective as to whether any Advance is made, all expenses
                  (including legal, printing and out-of-pocket expenses)
                  reasonably incurred by the Facility Agent or the Arranger or
                  any Lender in connection with the negotiation, preparation and
                  execution of the Finance Documents and any amendment or
                  extension of or the granting of any waiver or consent under
                  the Finance Documents; and

         (b)      all expenses on a full indemnity basis (including legal and
                  out-of-pocket expenses) incurred by the Facility Agent or the
                  Arranger or any Lender in connection with the enforcement of
                  or preservation of any rights under any of the Finance
                  Documents, or otherwise in respect of the monies owing under
                  any of the Finance Documents together with interest at the
                  Default Rate from the date on which such expenses were
                  incurred to the date of payment (both before and after
                  judgment).

[Facility Agreement]

                                      -80-
<PAGE>

20.5     STAMP DUTY

         The Borrower shall pay all stamp, documentary, registration or other
         like duties or taxes (including any duties or taxes payable by any
         Lender) imposed on or in connection with the Finance Documents, the
         Facility or the Loan and shall indemnify each of the Facility Agent,
         the Arranger and the Lenders against any liability arising by reason of
         any delay or omission by the Borrower to pay such duties or taxes.

21.      SET-OFF

         (a)      Without prejudice to any right of set-off, combination of
                  accounts, lien or other rights which the Facility Agent or any
                  Lender is at any time entitled whether by operation of law or
                  contract or otherwise, the Facility Agent or any Lender may
                  (but shall not be obliged to) set off against any obligation
                  of the Borrower due and payable by it under the Finance
                  Documents without prior notice any monies held by the Facility
                  Agent or any Lender for the account of the Borrower regardless
                  of the place of payment, booking branch or currency of either
                  obligation.

         (b)      If the obligations are in different currencies, the Facility
                  Agent or any 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.

22.      PRO RATA SHARING

22.1     REDISTRIBUTION

         If at any time any Lender (a "RECEIVING LENDER") has received
         (including without limitation by way of payment into a suspense
         account) or recovered (whether by set-off or otherwise) any amount
         owing by the Borrower under this Agreement other than through the
         Facility Agent (which for the avoidance of doubt shall include by
         reference to Clause 6 or Clause 7) in accordance with Clause 13.4
         (Distribution) (a "RECOVERY"), then:-

         (a)      such Receiving Lender shall, within 3 Business Days of such
                  Recovery, notify details of the Recovery to the Facility
                  Agent;

         (b)      the Facility Agent shall determine whether the Recovery is in
                  excess of the amount which the Receiving Lender would have
                  received had the Recovery been received by the Facility Agent
                  and distributed in accordance with Clause 13.4 (Distribution);

         (c)      subject to Clause 22.2 (Exceptions), the Receiving Lender
                  shall within 3 Business Days of demand by the Facility Agent
                  pay to the Facility Agent an amount equal to the excess (the
                  "REDISTRIBUTION");

[Facility Agreement]

                                      -81-
<PAGE>

         (d)      the Facility Agent shall treat the Redistribution as if it
                  were a payment by the Borrower under Clause 13 (Payments) and
                  shall pay the Redistribution to the Lenders (other than the
                  Receiving Lender) in accordance with Clause 13.4
                  (Distribution); and

         (e)      after payment of the Redistribution, the Receiving Lender will
                  be subrogated to the portion of the claims paid under (d)
                  above and the Borrower will owe the Receiving Lender a debt
                  which is equal to the Redistribution immediately payable and
                  of the type originally discharged;

         PROVIDED THAT where a Receiving Lender is subsequently required to
         repay to the Borrower any amount received or recovered by it and dealt
         with under sub-clauses (a) to (e) above:

         (i)      each Lender which has received a share of the relevant
                  Redistribution pursuant to this Clause shall, upon request of
                  the Facility Agent, pay to the Facility Agent for account of
                  that Recovering Lender an amount equal to its share of the
                  Redistribution (together with an amount as is necessary to
                  reimburse that Recovering Lender for its proportion of any
                  interest on the Redistribution which that Recovering Lender is
                  required to pay);

         (ii)     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;

         (iii)    this Clause 22.1 (Redistribution) shall not constitute and
                  shall not be construed as constituting a Security Interest by
                  any Lender over all or any part of any sum received or
                  recovered by it in the manner set out in Clause 22 (Pro Rata
                  Sharing).

22.2     EXCEPTIONS

         (a)      A Receiving Lender need not pay a redistribution to the extent
                  that it would not after the payment have a valid and
                  enforceable claim against the Borrower in the amount of the
                  redistribution pursuant to Clause 22.1(e) (Redistribution).

         (b)      Where a recovery is resulted from the satisfaction or
                  enforcement of a judgment obtained in any legal action or
                  proceedings taken by a Receiving Lender, Clause 22 (Pro rata
                  Sharing) shall not apply so as to benefit any other Lender
                  which (being entitled so to do) did not join with the
                  Receiving Lender in such action or proceedings, unless the
                  Receiving Lender did not give prior notice of its involvement
                  in such action or proceedings to the Facility Agent for
                  disclosure to the other Lenders.

22.3     NOTIFICATION

         Each Lender shall promptly give notice to the Facility Agent of:-

[Facility Agreement]

                                      -82-
<PAGE>

         (a)      the institution by such Lender of any legal action or
                  proceedings under this Agreement or in connection with the
                  Finance Document prior to such institution; and

         (b)      the receipt or recovery by such Lender of any amount received
                  or recovered by it under the Finance Document or in connection
                  with the Finance Document otherwise than through the Facility
                  Agent.

         Upon receipt of any such notice the Facility Agent shall as soon as
         practicable thereafter notify all the other Lenders.

23.      NOTICES

23.1     NOTICES

         Any notice or communication under or in connection with the Finance
         Documents shall be in writing and shall be delivered personally or by
         prepaid letter (airmail if available) or facsimile transmission to the
         addresses or facsimile numbers set out below or at such other address
         as the recipient may have notified to the other parties in writing.
         Proof of posting or despatch of any notice or communication to any
         party hereto shall be deemed to be proof of receipt:-

         (a)      in the case of a letter, on the fifth Business Day after
                  posting if airmail or second Business Day if local mail;

         (b)      in the case of a facsimile transmission, on the Business Day
                  immediately following the date of despatch with confirmed
                  facsimile report.

         All communications or other correspondence between the Borrower and any
         of the Lenders in connection with the Finance Documents shall be made
         through the Facility Agent.

23.2     ADDRESSES

         Notices or communications shall be sent to the following addresses and
         facsimile numbers:-

         To the Borrower:-

         Name                       Asia Netcom Corporation Limited
         Address                    46 Cheung Kong Center
                                    2 Queen's Road Central
                                    Hong Kong

         Fax                        (852) 2121 2929
         Attention                  Gregory Freiberg/Wenlong Sun

         With a copy to:            Asia Netcom Singapore Pte Limited

[Facility Agreement]

                                      -83-
<PAGE>

                                    2 Shenton Way #11-01
                                    SGX Centre 1
                                    Singapore 068804

         Fax                        (65) 6233 6390
         Attention                  Oliver Ao

         With a copy to:            China Netcom Corporation Limited
                                    No.1 Beihuan Donglu
                                    Beijing
                                    Development Area
                                    Beijing 100176
                                    PRC

         Fax                        (86 10) 6787 8624
         Attention                  Zhou Yun/Nicole Pan

         To the Facility Agent:-

         Name                       Industrial and Commercial Bank of China
                                    (Asia) Limited
         Address                    10/F, ICBC Asia Building
                                    122-126 Queen's Road Central
                                    Hong Kong

         Fax                        (852) 2851 9361
         Attention                  Ms. Esther Cheng/ Ms. Amy Wong

         And to the Lenders at their respective Facility Offices specified in
         Schedule 1 or as notified by the Facility Agent in writing.

23.3     LANGUAGE

         Each notice or document referred to in the Finance Documents or to be
         delivered under the Finance Documents shall be in the English language.

24.      AGREEMENT TO PERMIT ADDITIONAL LENDERS

24.1     AGREEMENT TO PERMIT ADDITIONAL LENDERS

         Each of the parties to this Agreement agrees with the other parties
         that the Borrower or the Arranger shall have the right to procure that
         following the First Drawdown Date, an additional financial institution
         or financial institutions (the "ADDITIONAL LENDERS" and each an
         "ADDITIONAL LENDER") accedes to this Agreement for the purposes of
         providing additional funding to the Borrower under this Agreement of up
         to an amount which, when aggregated with the Total Commitments set out
         as at the date of this Agreement in Schedule 1, would result in the
         Total Commitments at that

[Facility Agreement]

                                      -84-
<PAGE>

         time being increased to an amount which is no greater than
         US$150,000,000 and this Agreement shall be amended and restated
         accordingly.

24.2     SUPPLEMENTAL AGREEMENT, ACCESSION AND RECALCULATION

         If the circumstances set out in Clause 24.1 occur, each of the parties
         to this Agreement agrees with the other parties that each Lender's
         proportion of the Total Commitments set out as at the date hereof in
         Schedule 1 shall be recalculated by the Facility Agent for the purposes
         of Clauses 2, 4, 6 and 13 and Schedule 1. Each of the parties to this
         Agreement agrees with the other parties that such Additional Lender's
         accession to this Agreement, the increase in the Total Commitments and
         recalculation as aforesaid shall be evidenced by a supplemental
         agreement or deed at that time, amending and restating this Agreement
         which shall be entered into by the parties to this Agreement at that
         time and such Additional Lender(s), in form and substance satisfactory
         to the Facility Agent.

         Each of the parties to this Agreement agrees with the other parties
         that the terms of such supplemental agreement shall include without
         limitation:

         (a)      an obligation on such Additional Lender(s) to advance to the
                  Borrower immediately after so acceding to this Agreement and
                  in any event, at the time of the then next succeeding Advance
                  to the Borrower under this Agreement, sufficient amounts
                  (which will be deemed to be an Advance under whichever Tranche
                  the Facility Agent shall determine as appropriate in good
                  faith for the purposes of this Agreement) and which amounts
                  shall be distributed by the Facility Agent to the Lenders as a
                  prepayment of Tranche A, so as to adjust the proportion of the
                  then Tranche A Advances outstanding to the Lenders to the
                  Agreed Proportion (if and to the extent the same has not
                  already occurred at such date pursuant to Clause 2); and

         (b)      an acknowledgement by the Finance Parties at that date in
                  favour of the Additional Lender(s) that the Additional
                  Lender(s) are entitled and shall share in the Security
                  Interests constituted by or the subject of the Security
                  Documents pro rata pari passu with the other Lenders,

         and the Facility Agent is hereby authorised by the parties to this
         Agreement to make such amendments to this Agreement as it shall
         consider necessary to give effect to the intention of the parties to
         this Agreement for the purposes of this Clause.

24.3     BORROWER'S UNDERTAKING

         The Borrower undertakes to the Finance Parties that it shall use all
         reasonable endeavours to procure the introduction of such Additional
         Lender(s) as soon as possible after the date hereof so as to give
         effect to the intention of the parties to this Agreement for the
         purposes of this Clause.

[Facility Agreement]

                                      -85-
<PAGE>

25.      AGREEMENT TO PERMIT LENDER TO INCREASE ITS COMMITMENT

25.1     AGREEMENT TO PERMIT LENDER TO INCREASE ITS COMMITMENT

         Each of the parties to this Agreement agrees with the other parties
         that following the First Drawdown Date, any Lender shall have the
         right, upon giving not less than 14 Business Days' notice to the
         Facility Agent and the Borrower, to provide additional funding to the
         Borrower under this Agreement of up to an amount which, when aggregated
         with the Total Commitments set out as at the date of this Agreement in
         Schedule 1, would result in the Total Commitments at that time being
         increased to an amount which is no greater than US$150,000,000 and this
         Agreement shall be amended and restated accordingly.

25.2     SUPPLEMENTAL AGREEMENT AND RECALCULATION

         If the circumstances set out in Clause 25.1 occur, each of the parties
         to this Agreement agrees with the other parties that each Lender's
         proportion of the Total Commitments set out as at the date hereof in
         Schedule 1 shall be recalculated by the Facility Agent for the purposes
         of Clauses 2, 4, 6 and 13 and Schedule 1. Each of the parties to this
         Agreement agrees with the other parties that such increase in the Total
         Commitments and recalculation as aforesaid shall be evidenced by a
         supplemental agreement or deed at that time, amending and restating
         this Agreement which shall be entered into by the parties to this
         Agreement at that time, in form and substance satisfactory to the
         Facility Agent.

         Each of the parties to this Agreement agrees with the other parties
         that the terms of such supplemental agreement shall include without
         limitation:

         (a)      an obligation on such Lender to advance to the Borrower
                  immediately after so notifying the Facility Agent, and in any
                  event, at the time of the then next succeeding Advance to the
                  Borrower under this Agreement, sufficient amounts (which will
                  be deemed to be an Advance under whichever Tranche the
                  Facility Agent shall determine as appropriate in good faith
                  for the purposes of this Agreement) and which amounts shall be
                  distributed by the Facility Agent to the Lenders as a
                  prepayment of Tranche A, so as to adjust the proportion of the
                  then Tranche A Advances outstanding to the Lenders to the
                  Agreed Proportion (if and to the extent the same has not
                  already occurred at such date pursuant to Clause 2); and

         (b)      an acknowledgement by the Finance Parties at that date in
                  favour of the relevant Lender that such relevant Lender is
                  entitled and shall share in the Security Interests constituted
                  by or the subject of the Security Documents pro rata pari
                  passu with the other Lenders,

         and the Facility Agent is hereby authorised by the parties to this
         Agreement to make such amendments to this Agreement as it shall
         consider necessary to give effect to the intention of the parties to
         this Agreement for the purposes of this Clause.

[Facility Agreement]

                                      -86-
<PAGE>

25.3     BORROWER'S UNDERTAKING

         The Borrower undertakes to the Finance Parties that it shall use all
         reasonable endeavours to procure the occurrence of the circumstances
         set out in Clause 24.1 as soon as possible after the date hereof so as
         to give effect to the intention of the parties to this Agreement for
         the purposes of this Clause.

26.      WAIVER; AMENDMENTS AND CONSENTS; REMEDIES, SEVERABILITY AND
         COUNTERPARTS

26.1     WAIVERS

         No failure or delay on the part of the Facility Agent or any Finance
         Party to exercise any power, right or remedy under the Finance
         Documents shall operate as a waiver thereof, nor shall any single or
         partial exercise by the Facility Agent or any Finance Party of any
         power, right or remedy preclude any other or further exercise thereof
         or the exercise of any other power, right or remedy.

26.2     AMENDMENTS AND CONSENTS

         (a)      Any amendment of any provision of the Finance Documents shall
                  only be effective if made in accordance with provisions with
                  this Agreement and the Borrower and the Facility Agent so
                  agree in writing and any waiver of any breach or default under
                  the Finance Documents shall only be effective if the Facility
                  Agent acting on the instructions of the Lenders or the
                  Majority Lenders, as the case may be agrees in writing. Any
                  consent by the Facility Agent under this Agreement must be
                  made in writing.

         (b)      Any such waiver or consent may be given subject to any
                  conditions thought fit by the Facility Agent or the Lenders or
                  the Majority Lenders, as the case may be, and shall be
                  effective only in the instance and for the purpose for which
                  it is given.

26.3     REMEDIES

         The remedies provided in the Finance Documents are cumulative and are
         not exclusive of any remedies provided by law.

26.4     SEVERABILITY

         If any provision of the Finance Documents is prohibited or
         unenforceable in any jurisdiction such prohibition or unenforceability
         shall not invalidate the remaining provisions hereof or affect the
         validity or enforceability of such provision in any other jurisdiction.

[Facility Agreement]

                                      -87-
<PAGE>

26.5     COUNTERPARTS

         This Agreement may be executed in any number of counterparts including
         by facsimile and all of which taken together shall constitute one and
         the same instrument, and any party hereto may execute this Agreement by
         signing any such counterpart.

27.      GOVERNING LAW AND JURISDICTION

27.1     GOVERNING LAW

         This Agreement is governed by and construed in accordance with Hong
         Kong law.

27.2     SUBMISSION OF JURISDICTION

         For the benefit of the Facility Agent, the Arranger and each Lender,
         the Borrower irrevocably agrees that the courts of Hong Kong are to
         have jurisdiction to settle any disputes which may arise out of or in
         connection with this Agreement and that, accordingly, any legal action
         or proceedings arising out of or in connection with this Agreement
         ("PROCEEDINGS") may be brought in those courts and the Borrower
         irrevocably submits to the jurisdiction of those courts.

27.3     OTHER JURISDICTIONS

         Nothing in this Clause 27 (Governing Law and Jurisdiction) shall limit
         the right of the Facility Agent the Arranger or any Lender to take
         Proceedings against the Borrower in any other court of competent
         jurisdiction nor shall the taking of Proceedings in one or more
         jurisdictions preclude the Facility Agent or the Arranger or any Lender
         from taking Proceedings in any other jurisdiction, whether concurrently
         or not.

27.4     WAIVER OF INCONVENIENT FORUM

         The Borrower irrevocably waives any objection which it may at any time
         have to the laying of the venue of any Proceedings in any court
         referred to in Clause 27 (Governing Law and Jurisdiction) and any claim
         that any such Proceedings have been brought in an inconvenient forum.

27.5     PROCESS AGENT

         The Borrower irrevocably appoints Asia Netcom Asia Pacific Commercial
         Limited of 46th Floor, Cheung Kong Centre, 2 Queen's Road, Central,
         Hong Kong (the "PROCESS AGENT") to receive, for it and on its behalf,
         service of process in any Proceedings in Hong Kong. Such service shall
         be deemed completed on delivery to the Process Agent (whether or not it
         is forwarded to and received by the Borrower). If for any reason the
         Process Agent ceases to be able to act as such or no longer has an
         address in Hong Kong, the Borrower irrevocably agrees to appoint a
         substitute process agent acceptable to the Facility Agent, and to
         deliver to the Facility Agent a copy of the new process agent's
         acceptance of that appointment, within 14 days.

[Facility Agreement]

                                      -88-
<PAGE>

27.6     SERVICE

         The Borrower irrevocably consents to any process in any Proceedings
         anywhere being served by mailing a copy by post in accordance with
         Clause 23 (Notices). Nothing shall affect the right to serve any
         process in any other manner permitted by law.

27.7     WAIVER IMMUNITIES

         To the extent that the Borrower has or hereafter may acquire any
         immunity (sovereign or otherwise) from any legal action, suit or
         proceeding, from the jurisdiction of any court or from setoff or any
         legal process (whether service or notice, attachment prior to judgment,
         attachment in aide of execution of judgment, execution of judgment or
         otherwise) with respect to itself or any of its property, the Borrower
         hereby irrevocably waives and agrees not to plead or claim such
         immunity in respect of its obligations under this Agreement.

IN WITNESS whereof this Agreement has been entered into on the date stated at
the beginning of this Agreement.

[Facility Agreement]

                                      -89-
<PAGE>

                                                                    [Schedule 1]
                                                              (Original Lenders)

                                   SCHEDULE 1

                   THE ORIGINAL LENDERS AND THEIR COMMITMENTS
                       Subject to Clause 24 and Clause 25

<TABLE>
<CAPTION>
                                                                       Tranche A                     Tranche B
Name                                                                   Commitment                    Commitment
----                                                                   ----------                    ----------
<S>                                                                <C>                           <C>
THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, BEIJING               US$17,000,000.00              US$13,000,000.00
BRANCH

THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, SHANGHAI              US$11,333,333.33               US$8,666,666.67
BRANCH

THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, HONG                   US$5,666,666.67               US$4,333,333.33
KONG BRANCH

CHINA MINSHENG BANKING CORP. LTD.                                  US$17,000,000.00              US$13,000,000.00

CITIC INDUSTRIAL BANK                                              US$11,333,333.33               US$8,666,666.67

BANK OF COMMUNICATIONS                                              US$5,666,666.67               US$4,333,333.33

HUAXIA BANK                                                         US$5,666,666.67               US$4,333,333.33

                                                                    Total Tranche A               Total Tranche B
                                                                     Commitments                    Commitments

                                                                   US$73,666.666,67              US$56,333,333.33

                                                                                Total Commitments

                                                                                  US$130,000,000
</TABLE>

[Facility Agreement]

                                      -90-
<PAGE>

                                                                    [Schedule 2]
                                                       (Form of Drawdown Notice)

                                   SCHEDULE 2

                             FORM OF DRAWDOWN NOTICE

                                                                          [Date]

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

                          Term Loan Facility Agreement
                                 dated [ ] 2004

We refer to the facility agreement as amended and restated by the Supplemental
Amendment and Restatement Deed (the "FACILITY AGREEMENT") dated July, 2004
between (1) Asia Netcom Corporation Limited as borrower (the "BORROWER"); (2)
the lenders named therein (the "LENDERS"), (3) Industrial and Commercial Bank of
China (Asia) Limited as facility agent for the Lenders, and (4) Industrial and
Commercial Bank of China (Asia) Limited as arranger in relation to a loan
facility in the maximum aggregate amount of up to US$150,000,000.

We hereby give you notice that we wish to draw down in respect of [Tranche
A/Tranche B] an Advance in the sum of US$[ ] on [ ]. The funds should be
credited to the account of [ ] with [ ].

For the purpose of Clause 8.2(c) (Interest Periods), the Interest Period of this
Advance shall end on [the last day of the then current Interest Period]. [NOTE:
FOR ADVANCES OTHER THAN THE FIRST]

We confirm that:-

(a)      no Default has occurred and is continuing or would result from the
         making of the Advance hereunder;

(b)      the representations and warranties contained in Clause 15
         (Representations and Warranties) of the Facility Agreement are true and
         correct at the date hereof as if made with respect to the facts and
         circumstances existing at such date;

(c)      the borrowing to be effected by the drawdown of the Advance hereunder
         will be within our powers, has been validly authorised by appropriate
         action and will not cause any limit on our borrowings (whether imposed
         by statute, regulation, agreement or otherwise) to be exceeded.

Words and expressions defined in the Facility Agreement shall have the same
meanings where used herein.

                           For and on behalf of
                           ASIA NETCOM CORPORATION LIMITED

[Facility Agreement]

                                      -91-
<PAGE>

                                                                    [Schedule 3]
                                                                  (CP Documents)

                                   SCHEDULE 3

                       DOCUMENTS AND EVIDENCE REQUIRED AS
                      CONDITIONS PRECEDENT TO FIRST ADVANCE

1.       Fully duly executed originals or counterparts or, in the case of the
         Vendor Financing Security Documents, certified true copies, of each of-

         (a)      this Agreement;

         (b)      the Initial Group Debentures;

         (c)      the Guarantees

         (d)      the Initial Group Assignment of Insurances;

         (e)      the Initial Subordination Deeds;

         (f)      the Initial Share Mortgages;

         (g)      the Right of First Refusal Agreement;

         (h)      the Security Assignment of the Right of First Refusal
                  Agreement;

         (i)      the Charge Over Account;

         (j)      the Charge Over Deposit;

         (k)      the Vendor Financing Security Documents;

         (l)      the Deeds of Transfer, Release and Settlement;

         (m)      the Vendor Financing Transfer Documents;

         (n)      the Intercreditor Agreement;

         (o)      the Fee Letters; and

         (p)      all the other documents required to be executed and/or
                  delivered pursuant to the documents listed above, the Deeds of
                  Transfer, Release and Settlement and the Vendor Financing
                  Transfer Documents.

2.       Legal opinion of Richards Butler as Hong Kong legal counsel to the
         Lenders.

3.       Legal opinion of Appleby Spurling Hunter as the Bermuda legal counsel
         to the Lenders.

[Facility Agreement]

                                      -92-
<PAGE>

                                                                    [Schedule 3]
                                                                  (CP Documents)

4.       Legal opinions from Lenders' legal counsel in each jurisdiction in
         which a Security Party is incorporated or in which any asset the
         subject of a Security Document is situated if required by the Facility
         Agent.

5.       A copy of the constitutional documents of the Borrower and each other
         Security Party a party to any of the documents listed in paragraph 1 of
         this Schedule.

6.       A copy of a resolution of the board of directors of the Borrower and
         each other Security Party a party to any of the documents listed in
         paragraph 1 of this Schedule approving the terms of, and the
         transactions contemplated by the Finance Documents.

7.       Subject to confirmation from legal counsel in the relevant jurisdiction
         that such are required, a copy of a resolution of the shareholders of
         the Borrower and each other Security Party approving the terms of, and
         the transactions contemplated by the Finance Documents.

8.       Each Authorised Signatory Certificate for the Borrower and each other
         Security Party a party to any of the documents listed in paragraph 1 of
         this Schedule substantially in the form of Schedule 4.

9.       Evidence that all authorisations, if any, have been obtained and that
         all necessary filings, registrations and other formalities, if any,
         have been or will be completed or arrangement satisfactory to the
         Facility Agent has been or will be made in order to ensure the Finance
         Documents are valid and legally binding and enforceable.

10.      Certified copy of the audited financial statements of the Borrower
         Group for the year ended 31st March, 2003 (containing, among other
         information, evidence of the injection of US$120,000,000 cash, in the
         form of equity by the shareholders of the Borrower at 31st March 2003)
         in form and substance satisfactory to the Facility Agent.

11.      Hybrid Financial Pro-forma of the Borrower in respect of the financial
         year ended 31st March, 2003 up to financial year ended 31st March,
         2009.

12.      A certified true copy of the documentation entered into between the
         Borrower and AssetCo and various other Security Parties in respect of
         transfer of shares in various Subsidiaries of the Borrower to AssetCo
         and EAN or other evidence acceptable to the Facility Agent that the
         transactions contemplated thereby have been consummated.

13.      Evidence that all fees under Clauses 20.1 (Arrangement Fee), 20.2
         (Agency Fee) and 20.3 (Commitment Fee) and 20.4 then due and payable
         from the Security Parties under this Agreement have been or will be
         paid by the time required under the provisions of this Agreement.

14.      Evidence that the process agent referred to in Clause 25.5 (Process
         Agent) and in the equivalent provisions of the other Finance Documents
         has accepted its appointment.

15.      Evidence satisfactory to the Finance Parties that all arrangements are
         in place for the consummation of the transactions contemplated by the
         Deeds of Transfer, Release and

[Facility Agreement]

                                      -93-
<PAGE>

                                                                    [Schedule 3]
                                                                  (CP Documents)

         Settlement and the Vendor Financing Transfer Documents simultaneously
         with the advance of the first Advance on the First Drawdown Date
         including without limitation all payment flows and instructions between
         the relevant parties thereto.

16.      Certificates from the Borrower confirming, amongst other things, the
         accuracy of information provided to the Facility Agent; no material
         change in the information provided to the Facility Agent and its
         advisers; approvals; no litigation; and no default, such Certificate
         substantially in the form of Schedule 14.

17.      Such other documents and evidence relating to any of the matters
         contemplated herein as the Facility Agent may reasonably require.

[Facility Agreement]

                                      -94-
<PAGE>

                                                                    [Schedule 4]
                                                        (Director's Certificate)

                                   SCHEDULE 4

                    FORM OF AUTHORISED SIGNATORY CERTIFICATE

                                                                          [Date]

To:      Industrial and Commercial Bank of China (Asia) Limited
         10/F, ICBC Asia Building
         122-126 Queen's Road Central
         Hong Kong
         and to each Finance Party

I refer to the facility agreement as amended and restated by the Supplemental
Amendment and Restatement Deed (the "FACILITY AGREEMENT") dated July, 2004,
between (1) Asia Netcom Corporation Limited as borrower (the "BORROWER"); (2)
the lenders named therein (the "LENDERS"), (3) Industrial and Commercial Bank of
China (Asia) Limited as facility agent for the Lenders, and (4) Industrial and
Commercial Bank of China (Asia) Limited as arranger in relation to a loan
facility in the maximum aggregate amount of up to US$150,000,000 to be made
available on the terms and conditions set out therein. Terms defined in the
Facility Agreement have the same meaning when used in this Certificate unless
otherwise defined in this Certificate.

I am an authorised signatory of [NB: INSERT NAME OF RELEVANT SECURITY PARTY]
(the "COMPANY") and hereby certify as follows:-

1.       I am duly authorised to give this Certificate.

2.       POWERS: Delivered with this Certificate and signed or initialled by me
         for the purpose of identification is a true, complete and up-to-date
         copy of the [Certificate of Incorporation and Memorandum of Association
         and [constitutional documents]] Bye-laws of the Company as in effect
         when it signed [the Facility Agreement and] the Finance Documents to
         which it is a party on the date of this Certificate. The Company is
         carrying on a business authorised under its [constitutional documents].
         Neither the entry into of [the Facility Agreement and] the Finance
         Documents to which it is a party by the Company, nor the exercise of
         its rights and/or performance of or compliance with its obligations
         thereunder does or will violate, or exceed any borrowing or other power
         or restriction granted or imposed by its [Memorandum of Association and
         Bye-Laws [constitutional documents]] and at the date of this
         Certificate the Company is solvent.

3.       DUE AUTHORISATION: Delivered with this Certificate and signed or
         initialled by me for the purpose of identification is a true and
         complete copy of (i) the minutes of a duly convened meeting of the
         board of directors * of the Company duly held at which a duly
         constituted quorum was present throughout and at which the resolutions
         set out in the minutes were duly passed and (ii) the written
         resolutions of the shareholders of

-------------------------
* [if legal counsel in the relevant jurisdiction confirm that such are required]

[Facility Agreement]

                                      -95-
<PAGE>

                                                                    [Schedule 4]
                                                        (Director's Certificate)

         the Company duly passed. Each of those resolutions remains in full
         force and effect without modification. Those resolutions constitute all
         actions necessary on the part of the Company to approve the [Facility
         Agreement and] the Finance Documents to which it is a party and to
         authorise the signing or execution of, under hand or under seal, [the
         Facility Agreement and] the Finance Documents to which it is a party
         and the giving of any notices or other communications and/or taking of
         any other actions required thereunder or in connection therewith on
         behalf of the Company.

4.       DUE EXECUTION: [The Facility Agreement and] the Finance Documents to
         which it is a party have been unconditionally signed or executed and
         delivered by the Company. The person(s) who signed the [Facility
         Agreement and the Finance Documents to which it is a party] on behalf
         of the Company was/were duly authorised signatory(ies) of the Company
         when the same was entered into. Delivered with this Certificate is a
         list of the name(s) and title(s) and specimen(s) of the signature(s) of
         the person(s) who is/are at the date of this Certificate directors of
         the Company or who (either individually or with others, as provided in
         the resolutions referred to in 3 above) are authorised to sign [the
         Facility Agreement and] the Finance Documents to which the Company is a
         party and/or is/are authorised to give all notices and other
         communications and take any other actions required thereunder or in
         connection therewith on behalf of the Company.

                      NAME: _______________________________
                                       AUTHORISED SIGNATORY

[Facility Agreement]

                                      -96-
<PAGE>

                                    [COMPANY]

                               SPECIMEN SIGNATURES

Name                            Title                       Specimen Signature

[Facility Agreement]

                                      -97-
<PAGE>

                                                                    [Schedule 5]
                                                  (Form of Transfer Certificate)

                                   SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATE

                                                                          [Date]

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

From: [Name of Existing Lender] and [Name of Transferee]

                              TRANSFER CERTIFICATE

Relating to the facility agreement as amended and restated by the Supplemental
Amendment and Restatement Deed (and as from time to time further amended,
varied, novated or supplemented) (the "AGREEMENT") whereby a term loan facility
of up to US$150,000,000 was made available to Asia Netcom Corporation Limited
(the "BORROWER") by a group of banks and other financial institutions on whose
behalf Industrial and Commercial Bank of China (Asia) Limited (the "FACILITY
AGENT") acted as agent in connection therewith. Words and expressions defined in
the Agreement shall have the same meanings when used in this Transfer
Certificate.

1.       [Name of Existing Lender] (the "EXISTING LENDER") (a) confirms the
         accuracy of the summary of its participation in the Agreement set out
         in the Schedule below; and (b) requests [Name of Transferee] (the
         "TRANSFEREE") to accept and procure the novation of the portion of such
         participation specified in the Schedule below by countersigning and
         delivering this Transfer Certificate to the Facility Agent at its
         address for the service of notices specified in the Agreement.

2.       The Transferee hereby requests the Facility Agent (on behalf of itself,
         the Borrower and the Lenders) to accept this Transfer Certificate as
         being delivered to the Facility Agent pursuant to and for the purposes
         of Clause 18.4 (Transfer Certificates) of the Agreement so as to take
         effect as a novation of the rights and obligations of the Existing
         Lender to the extent of the portion of the Existing Lender's
         participation referred to in paragraph 1 above in accordance with the
         terms of the Agreement on [date of transfer*] (the "TRANSFER DATE").

         [*NOTE.- To be not earlier than [5] Business Days after the date of
         delivery of this Transfer Certificate to the Facility Agent.]

3.       The Transferee confirms that:-

         (a)      it has received a copy of the Agreement, the Security
                  Documents and all other documentation and information required
                  by it in connection with the transaction contemplated by this
                  Transfer Certificate;

[Facility Agreement]

                                      -98-
<PAGE>

                                                                    [Schedule 5]
                                                  (Form of Transfer Certificate)

         (b)      it has not relied on any statement, opinion, forecast or other
                  representation made by the Facility Agent to induce it to
                  execute this Transfer Certificate and has made, without
                  reliance on the Facility Agent and based on such documents as
                  it considers appropriate, its own appraisal of the
                  creditworthiness of the Borrower and its own independent
                  investigation of the financial condition and affairs of the
                  Borrower in connection with the assumption by the Transferee
                  of its obligations arising under or by virtue of this Transfer
                  Certificate.

4.       The Existing Lender makes no representation or warranty and assumes no
         responsibility with respect to the legality, validity, effectiveness,
         adequacy or enforceability of the Agreement or any document relating
         thereto and assumes no responsibility for the financial condition of
         the Borrower or any other party to the Agreement or the Security
         Documents or for the performance and observance by the Borrower or any
         other such party of any of their respective obligations under the
         Agreement or the Security Documents or any document relating thereto
         and any and all such conditions and warranties, whether express or
         implied by law or otherwise, are hereby excluded. The Transferee
         acknowledges that it has not relied on any statement, opinion, forecast
         or other representation made by the Existing Lender to induce it to
         enter into this Agreement and that it has made and will continue to
         make without reliance on the Existing Lender and based on such
         documents as it considers appropriate its own appraisal of the
         creditworthiness of the Borrower and the Group and its own independent
         investigation of the financial condition and affairs of the Borrower
         and the Group in connection with the Agreement.

5.       This Transfer Certificate and the rights and obligations of the parties
         hereunder are governed by and shall be construed in accordance with the
         laws of England.

THE SCHEDULE

1.       The Existing Lender's participation

         (a)      The Existing Lender's Commitment           US$_____________

         (b)      The Existing Lender's Outstandings         US$_____________

2. The portion of the amount in 1 above to be novated

         (a)      US$

         (b)      US$

[Facility Agreement]

                                      -99-
<PAGE>

                                                                    [Schedule 5]
                                                  (Form of Transfer Certificate)

                    Administrative Details of the Transferee

Lending Office:

Account for Payments:

Fax:

Attention:

[Name of Existing Lender]                   [Name of Transferee]

By:____________________________________     By:_________________________________

Date:                                       Date:

THE FACILITY AGENT
Industrial and Commercial Bank of China (Asia) Limited

By:______________________________________
       on its own behalf
       and on behalf of
     the Borrower and the Lenders

[Facility Agreement]

                                     -100-
<PAGE>

                                                                    [Schedule 6]
                                                              (Vendor Financing)

                                   SCHEDULE 6

                                VENDOR FINANCING

NEC

(a)      Project Development and Construction Contract between East Asia
         Crossing Ltd and NEC dated October 13, 2000 and supplemented by a
         payment deferral loan agreement dated March 29, 2002 (the "NEC PDA") as
         amended by an amendment No. 1 to the NEC PDA dated May 14, 2002 and
         amendment No.2 to the NEC PDA dated November 16, 2002 and amendment
         No.3 to the NEC PDA dated March 10, 2003; and

(b)      the documents listed in Schedule 3 of the NEC PDA; and.

(c)      all documents relating to the creation of security interests in certain
         assets related to the business of the Borrower in Taiwan.

KDDI

(a)      Project Development and Construction Contract between East Asia
         Crossing Ltd and KDDI originally dated December 17, 1999 as amended and
         restated on July 28, 2000 and supplemented by a payment deferral option
         agreement dated as of March 25, 2002 (the "KDDI PDA") as amended by an
         amendment No. 1 to the KDDI PDA dated May 14, 2002 (the "Amendment No.
         1 to the Payment Deferral Option Agreement") and amendment No. 2 to the
         KDDI PDA dated as of November 15, 2002 and amendment No.3 dated January
         2, 2003.

(b)      the Security Agreements referred to in Exhibit E of KDDI PDA; and

(c)      all documents relating to the creation of security interests in certain
         assets related to the business of the Borrower in Taiwan.

[Facility Agreement]

                                     -101-
<PAGE>

                                                                    [Schedule 7]
                                                                      (Consents)

                                   SCHEDULE 7

                                    CONSENTS

Each of the consents, approvals, registrations, permits and licenses mentioned
in the legal opinions referred to in paragraphs 2, 3 and 4 of Schedule 3 to this
Agreement.

[Facility Agreement]

                                     -102-
<PAGE>

                                                                    [Schedule 8]
                                                           (Financial Covenants)

                                   SCHEDULE 8

                               FINANCIAL COVENANTS

1.       The Borrower undertakes and agrees with the Facility Agent and the
         Lenders that the Borrower will, unless the Facility Agent otherwise
         agrees in writing, ensure that the financial condition of the Borrower
         Group is such that on each Financial Covenant Test Date:-

         (a)      commencing from 1st January, 2005, the ratio of Total Capital
                  Expenditure for the immediately preceding 12 months period to
                  Total Revenue for the immediately preceding 12 months period
                  is equal to or less than 1.4:10;

         (b)      commencing from 1st January, 2005 and subject to Clause 3(a)
                  of this Schedule 8, the Debt Service Coverage Ratio for the
                  then next 6 months is equal to or more than 1:1;

         (c)      commencing from 1st January, 2006, the ratio of EBITDA for the
                  immediately preceding 12 months period (excluding OA & M
                  Expenses not exceeding US$35,000,000) to Total Revenue for the
                  immediately preceding 12 months period is equal to or more
                  than 1:5;

         (d)      subject to Clause 3(b) of this Schedule 8:-

                  (i)      commencing from 1st January, 2006 for the period up
                           to and including 31st December, 2006, the ratio of
                           Net Debt for the immediately preceding 12 months
                           period to EBITDA for the immediately preceding 12
                           months period is equal to or less than 10:1; and

                  (ii)     commencing from 1st January, 2007, the ratio of Net
                           Debt for the immediately preceding 12 months period
                           to EBITDA for the immediately preceding 12 months
                           period is equal to or less than 2.5:1;

         (e)      subject to Clause 3(c) of this Schedule 8, commencing from 1st
                  January, 2006, the ratio of EBITDA for the immediately
                  preceding 3 months period to Interest Expense for the
                  immediately preceding 3 months period is equal to or more than
                  2.5:1.

2.       The Borrower undertakes and agrees with the Facility Agent and the
         Lenders that the Borrower will ensure that the Borrower Group, unless
         the Facility Agent otherwise agrees in writing, shall at each Financial
         Year end listed in column 1 hereunder achieve the IRU Cash Revenue and
         OA&M Cash Revenue and Service Revenue targets set out in Columns 2 and
         3 respectively below opposite such Financial Year end by reference to
         the financial statements for such Financial Year delivered in
         accordance with this Agreement to the Lenders:-

[Facility Agreement]

                                     -103-
<PAGE>

                                                                    [Schedule 8]
                                                           (Financial Covenants)

<TABLE>
<CAPTION>
           Column 1                               Column 2                    Column 3

                                                    IRU                       OA&M CASH
                                                    CASH                     REVENUE AND
           PERIOD                                 REVENUE                  SERVICE REVENUE
-------------------------------                -------------               ---------------
<S>                                            <C>                         <C>
For the Financial Year ended 31                US$20,000,000               US$143,300,000
December 2004

For the Financial Year ended 31                US$25,000,000               US$185,500,000
December 2005

For the Financial Year ended 31                US$30,000,000               US$253,400,000
December 2006

For the Financial Year ended 31                US$30,000,000               US$350,600,000
December 2007

For the Financial Year ended 31                US$30,000,000               US$473,400,000
December 2008
</TABLE>

3.       If the Borrower, at any time, declares or pays any dividends or makes
         any other distribution (whether of an income or capital nature)
         pursuant to Clause 16.7 (Dividends), it shall ensure that the financial
         condition of the Borrower Group is such that: :-

         (a)      the Debt Service Coverage Ratio for the then next 12 months
                  from the date of such declaration or making of such
                  distribution is equal to or more than 2:1;

         (b)      from the date of such declaration or making of such
                  distribution until the Final Maturity Date, the ratio of Net
                  Debt to EBITDA is at all times equal to or less than 2.5:1;
                  and

         (c)      from the date of such declaration or making of such
                  distribution until the Final Maturity Date, the ratio of
                  EBITDA to Gross Interest is at all times equal to or more than
                  4:1.

For the purposes of calculating any of the financial ratios in this Schedule 8,
any amount outstanding or payable in a currency other than US Dollars shall on
that day be taken into account:

(i)      if an audited consolidated balance sheet of a member of the Borrower
         Group has been prepared as at that day, in their US Dollar equivalent
         at the rate of exchange used for the purpose of preparing that balance
         sheet; and

(ii)     in any other case, in their US Dollar equivalent at the rate of
         exchange that would have been used had an audited consolidated balance
         sheet of the Borrower Group been prepared as at that day in accordance
         with US GAAP; and

All terms and expressions used in this Schedule 8 are to be calculated and
interpreted in accordance with US GAAP.

[Facility Agreement]

                                     -104-
<PAGE>

                                                                    [Schedule 9]
                                                  (Confirmation of IPO Proceeds)
                                   SCHEDULE 9

                          CONFIRMATION OF IPO PROCEEDS

To:      The Facility Agent

From:    The Borrower

We refer to a facility agreement as amended and restated by the Supplemental
Amendment and Restatement Deed (the "FACILITY AGREEMENT"), and made between Asia
Netcom Corporation Limited, as Borrower, Industrial and Commercial Bank of China
(Asia) Limited as Facility Agent, and the financial institutions listed therein
as Lenders. Terms defined in the Facility Agreement shall have the same meanings
in this IPO Confirmation Notice.

We confirm that:-

(i)      we have received IPO Net Proceeds in an amount equal to [ ]; and

(ii)     at the date hereof the representations set out in Clause 15
         (Representations and Warranties) of the Facility Agreement are true and
         correct and no Default has occurred and is continuing.

Yours faithfully,

For and on behalf of
ASIA NETCOM CORPORATION LIMITED

[Facility Agreement]

                                     -105-
<PAGE>

                                                                   [Schedule 10]
                                 (Form of Hybrid Financial Statements/Proformas)

                                   SCHEDULE 10

                     FORM OF HYBRID FINANCIAL STATEMENTS AND
                           HYBRID FINANCIAL PRO-FORMAS

                                     PART A

ANC Annual Hybrid US GAAP and Cash Financial Proforma

<TABLE>
<CAPTION>
$millions                                                                        Q1      Q2       Q3      Q4
-------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>     <C>      <C>     <C>
Cash Revenue
Restricted Cash IRU
OA&M Revenue
Services
Total Revenue

Expenses
Cash Operating Expenses
OA&M Expenses
Services Cost of Access
Total Expense

Capex/Overhang
Backhaul/Offnet Overhang
New IRU Backhaul
PCL Overhang
Services
NEC/KDDI Contracts
Other Capex
Total Capex/Overhang

Other Expenses/(Income)
Other Expenses/(Income)
Net Interest
Total Other Expense/(Income)

Net Cash Flow

Beginning Cash Balance
Net Cash Flow
Ending Cash Balance
</TABLE>

[Facility Agreement]

                                     -106-

<PAGE>

                                                                   [Schedule 10]
                                 (Form of Hybrid Financial Statements/Proformas)

                                     PART B

ANC Quarterly Hybrid US GAAP and Cash Financial Statement

<TABLE>
<CAPTION>
$millions                                                                        Q4 2003
----------------------------------------------------------------------------------------
<S>                                                                              <C>
Cash Revenue
Restricted Cash IRU
OA&M Revenue
Services
Total Revenue

Expenses
Cash Operating Expenses
OA&M Expenses
Services Cost of Access
Total Expense

Capex/Overhang
Backhaul/Offnet Overhang
New IRU Backhaul
PCL Overhang
Services
NEC/KDDI Contracts
Other Capex
Total Capex/Overhang

Other Expenses/(Income)
Other Expenses/(Income)
Net Interest
Total Other Expense/(Income)

Net Cash Flow

Beginning Cash Balance
Net Cash Flow
Ending Cash Balance
</TABLE>

[Facility Agreement]

                                     -107-
<PAGE>

                                                                   [Schedule 11]
                                                                    (Debentures)

                                   SCHEDULE 11

                                   DEBENTURES

Security Documents to be granted by the following Security Parties in favour of
the Security Trustee:

<TABLE>
<CAPTION>
                                COLUMN 1                                  COLUMN 2                      COLUMN 2

                                                                                                     JURISDICTION OF
NO                           SECURITY PARTY                               DOCUMENT                   SECURITY PARTY
--------------------------------------------------------------------------------------------------------------------
<S>                <C>                                          <C>                                  <C>
1.                  ASIA NETCOM ASIA PACIFIC LIMITED             HONG KONG GROUP DEBENTURE              HONG KONG

2.                      ASIA NETCOM ASIA PACIFIC                 HONG KONG GROUP DEBENTURE              HONG KONG
                           COMMERCIAL LIMITED

3.                   ASIA NETCOM CORPORATION LIMITED                     DEBENTURE                       BERMUDA

4.                 ASIA NETCOM CORPORATION (SINGAPORE)           SINGAPORE GROUP DEBENTURE              SINGAPORE
                                PTE. LTD.

5.                    ASIA NETCOM HONG KONG LIMITED              HONG KONG GROUP DEBENTURE              HONG KONG

6.                 ASIA NETCOM SERVICES (S) PTE. LTD.            SINGAPORE GROUP DEBENTURE              SINGAPORE

7.                   ASIA NETCOM SINGAPORE PTE. LTD.             SINGAPORE GROUP DEBENTURE              SINGAPORE

8.                        EAST ASIA NETCOM LTD.                          DEBENTURE                       BERMUDA

9.                    GROUP WEALTH FINANCE LIMITED                       DEBENTURE                         BVI

10.                       SOUTHEAST ASIA NETCOM                  SINGAPORE GROUP DEBENTURE              SINGAPORE
                          (SINGAPORE) PTE. LTD.

11.                  ASIA NETCOM AUSTRALIA PTY LTD.                      DEBENTURE                      AUSTRALIA

12.                      ASIA NETCOM JAPAN CORP.                MOVABLES SECURITY ASSIGNMENT              JAPAN

13.                  ASIA NETCOM SINGAPORE PTE. LTD.               ASSIGNMENT OF BUILDING               SINGAPORE
                                                                         AGREEMENT

14.                     ASIA NETCOM TSUSHIN CORP.               MOVABLES SECURITY ASSIGNMENT              JAPAN

15.                       ASIA NETCOM USA, INC.                      SECURITY AGREEMENT                    USA
</TABLE>

[Facility Agreement]

                                     -108-
<PAGE>

                                                                   [Schedule 11]
                                                                    (Debentures)
<TABLE>
<S>                <C>                                          <C>                                    <C>
16.                    EAST ASIA NETCOM JAPAN LTD.              MOVABLES SECURITY ASSIGNMENT              JAPAN
                                                                     / MOVABLES PLEDGE

17.                EAST ASIA NETCOM PHILIPPINES, INC.                 CHATTEL MORTGAGE                 PHILIPPINES
</TABLE>

[Facility Agreement]

                                     -109-
<PAGE>

                                                                   [Schedule 12]
                                                               (Share Mortgages)

                                   SCHEDULE 12

                                 SHARE MORTGAGES

  SHARE MORTGAGES TO BE GRANTED BY THE FOLLOWING SECURITY PARTIES IN FAVOUR OF
                                  THE SECURITY

<TABLE>
<CAPTION>
                       COLUMN 1                          COLUMN 2              COLUMN 2              COLUMN 4

                                                                              JURISDICTION
            COMPANIES WHOSE SHARES ARE THE                                        OF
            SUBJECT OF THE SHARE CHARGE -                                      SECURITY
NO.                 (JURISDICTION)                    SECURITY PARTY             PARTY               DOCUMENT
--------------------------------------------------------------------------------------------------------------------
<S>      <C>                                     <C>                          <C>            <C>
1.       Asia Netcom Asia Pacific Commercial     ASIA NETCOM CORPORATION        BERMUDA      HK GROUP SHARE MORTGAGE
                 Limited - (Hong Kong)                   LIMITED

2.         Asia Netcom Asia Pacific Limited      ASIA NETCOM CORPORATION        BERMUDA      HK GROUP SHARE MORTGAGE
                    - (Hong Kong)                        LIMITED

3.         Asia Netcom Corporation Limited             CHINA NETCOM             BERMUDA         ANC SHARE MORTGAGE
                     - (Bermuda)                  INTERNATIONAL LIMITED

4.       Asia Netcom Corporation (Singapore)     ASIA NETCOM CORPORATION        BERMUDA       SINGAPORE GROUP SHARE
               Pte Limited - (Singapore)                 LIMITED                                     MORTGAGE


5.          Asia Netcom Hong Kong Limited        ASIA NETCOM CORPORATION        BERMUDA      HK GROUP SHARE MORTGAGE
                    - (Hong Kong)                        LIMITED

6.              Asia Netcom Korea Ltd.           ASIA NETCOM CORPORATION       SINGAPORE           SHARE PLEDGE
                      - (Korea)                  (SINGAPORE) PTE. LIMITED

7.       Asia Netcom Services (S) Pte. Ltd.      ASIA NETCOM CORPORATION       SINGAPORE      SINGAPORE GROUP SHARE
                   - (Singapore)                 (SINGAPORE) PTE. LIMITED                            MORTGAGE

8.         Asia Netcom Singapore Pte. Ltd.       ASIA NETCOM CORPORATION       SINGAPORE      SINGAPORE GROUP SHARE
                    - (Singapore)                (SINGAPORE) PTE. LIMITED                            MORTGAGE

9.         East Asia Netcom Korea Limited.         EAST ASIA NETCOM UK          ENGLAND       SHARE PLEDGE AGREEMENT
                      - (Korea)                      HOLDINGS LIMITED

10.             East Asia Netcom Ltd.                    ASSETCO                  BVI           EAN SHARE MORTGAGE
                     - (Bermuda)

11                 East Asia Netcom               EAST ASIA NETCOM LTD.         BERMUDA           SHARE MORTGAGE
                 UK Holdings Limited
                     - (England)
</TABLE>

[Facility Agreement]

                                     -110-
<PAGE>

                                                                   [Schedule 12]
                                                               (Share Mortgages)

<TABLE>
<S>       <C>                                    <C>                           <C>            <C>
12        Group Wealth Finance Limited (BVI)      EAST ASIA NETCOM LTD.         BERMUDA           SHARE MORTGAGE

13              Southeast Asia Netcom             ASIA NETCOM SINGAPORE        SINGAPORE      SINGAPORE GROUP SHARE
                (Singapore) Pte. Ltd.                   PTE. LTD.                                    MORTGAGE
                    - (Singapore)

14.         Asia Netcom Australia Pty Ltd.       ASIA NETCOM CORPORATION       SINGAPORE          SHARE MORTGAGE
                    - (Australia)                (SINGAPORE) PTE. LIMITED

15.            Asia Netcom Japan Corp.           ASIA NETCOM CORPORATION       SINGAPORE        EQUITY UNIT PLEDGE
                      - (Japan)                  (SINGAPORE) PTE. LIMITED                           AGREEMENT

16.           Asia Netcom Tsushin Corp.          ASIA NETCOM CORPORATION       SINGAPORE        EQUITY UNIT PLEDGE
                      - (Japan)                  (SINGAPORE) PTE. LIMITED                           AGREEMENT

17.             Asia Netcom USA, Inc.            ASIA NETCOM CORPORATION       SINGAPORE      STOCK PLEDGE AGREEMENT
                       - (USA)                   (SINGAPORE) PTE. LIMITED

18.          East Asia Netcom Japan Ltd.           EAST ASIA NETCOM UK          ENGLAND         EQUITY UNIT PLEDGE
                      - (Japan)                      HOLDINGS LIMITED
</TABLE>

[Facility Agreement]

                                     -111-
<PAGE>

                                                                   [Schedule 13]
                                                           (Subordination Deeds)

                                   SCHEDULE 13

                               SUBORDINATION DEEDS

[Facility Agreement]

                                     -112-
<PAGE>

                                                                   [Schedule 14]
                                                        (Bring Down Certificate)

                                   SCHEDULE 14

                        BORROWER'S BRINGDOWN CERTIFICATE

                                                            ______________, 2004

To:      Industrial and Commercial Bank of China (Asia) Limited
         10/F, ICBC Asia Building
         122-126 Queen's Road Central
         Hong Kong
         and to each Finance Party

I refer to the facility agreement as amended and restated by the Supplemental
Amendment and Restatement Deed (the "FACILITY AGREEMENT") dated July, 2004,
between (1) Asia Netcom Corporation Limited as borrower (the "BORROWER"); (2)
the lenders named therein (the "LENDERS"), (3) Industrial and Commercial Bank of
China (Asia) Limited as facility agent for the Lenders, and (4) Industrial and
Commercial Bank of China (Asia) Limited as arranger in relation to a loan
facility in the maximum aggregate amount of up to US$150,000,000 to be made
available on the terms and conditions set out therein.

Terms defined in the Facility Agreement have the same meaning when used in this
Certificate unless otherwise defined in this Certificate.

I am an authorised signatory of the Borrower and, pursuant to paragraph 16 of
Schedule 3 to the Facility Agreement, hereby certify as follows:-

INFORMATION: All information supplied to the Facility Agent or any other Finance
Party by or on behalf of the Borrower in respect of any member of the Borrower
Group under or in connection with the Finance Documents, including but not
limited to the Group Structure Chart and the audited accounts of the Borrower
Group for the year ended 31st March, 2003, is true, complete and accurate in all
material respects and not misleading in any material respect or does not omit
any material facts and all reasonable enquiries have been made to verify the
facts contained in the Finance Documents; and there are no other facts the
omission of which would make any fact or statement therein misleading in any
material respect nor there is any material adverse change in the financial
condition of the Borrower or the Borrower Group from the date when such
information was provided.

COMPLIANCE WITH CONSENTS AND LICENCES: every consent, authorisation, licence or
approval required for the time being by each member of the Borrower Group in
connection with the conduct of its business and the ownership, use, exploitation
or occupation of its property and assets has been applied for and not refused or
has been obtained and is in full force and effect and there has been no material
default in the observance of the conditions and restrictions (if any) imposed
on, or in connection with, any of the same which may have a material adverse
effect on the ability of each member of the Borrower Group to perform its
obligations under the Finance Documents to which it is party and, to the
knowledge of the officers of the Borrower, no circumstances have arisen whereby
any remedial action is likely to be required to be taken by, or at the expense
of, any member of the

[Facility Agreement]

                                     -113-
<PAGE>

                                                                   [Schedule 14]
                                                        (Bring Down Certificate)

Borrower Group under or pursuant to any law or regulation applicable to the
business, property or assets of a member of the Borrower Group.

LITIGATION: except as disclosed in a letter of even date from the Borrower to
the Facility Agent, no litigation, arbitration or administrative proceeding is
currently taking place or pending or, to the knowledge of the officers of the
Borrower, threatened against the Borrower or any member of the Borrower Group or
any of their respective assets which could, in the reasonable opinion of the
Majority Lenders, materially and adversely affect its business, assets or
financial condition or their respective ability to perform its obligations under
the Finance Documents to which each is party.

NO DEFAULT: no Default has occurred and is continuing or might reasonably be
expected to result from the making of an Advance and no member of the Borrower
Group is or, with the giving of notice or lapse of time or satisfaction of any
other condition or any combination thereof, would be in material breach of or in
default under any agreement relating to Financial Indebtedness to which it is a
party or by which it may be bound.

                           _________________________________
                           FOR AND ON BEHALF OF
                           ASIA NETCOM CORPORATION LIMITED
                           AUTHORISED SIGNATORY

[Facility Agreement]

                                     -114-
<PAGE>

                                                                   [Schedule 15]
                                                         (Group Structure Chart)

                                   SCHEDULE 15

                              GROUP STRUCTURE CHART

[Facility Agreement]

                                     -115-
<PAGE>

                                                                   [Schedule 15]
                                                         (Group Structure Chart)

                               [ASIA NETCOM CHART]

[Facility Agreement]

                                     -116-
<PAGE>

                                                                   [Schedule 16]
                                                 (Initial Material Subsidiaries)

                                   SCHEDULE 16

                          INITIAL MATERIAL SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                       JURISDICTION OF
       INITIAL MATERIAL SUBSIDIARIES                                    INCORPORATION
--------------------------------------------------------------------------------------
<S>                                                                    <C>
      ASIA NETCOM ASIA PACIFIC LIMITED                                    HONG KONG

ASIA NETCOM ASIA PACIFIC COMMERCIAL LIMITED                               HONG KONG

       ASIA NETCOM AUSTRALIA PTY LTD.                                     AUSTRALIA

      ASIA NETCOM CORPORATION LIMITED                                      BERMUDA

ASIA NETCOM CORPORATION (SINGAPORE) PTE LTD.                              SINGAPORE

       ASIA NETCOM HONG KONG LIMITED                                      HONG KONG

           ASIA NETCOM JAPAN CORP                                           JAPAN

           ASIA NETCOM KOREA LTD                                            KOREA

     ASIA NETCOM SERVICES (S) PTE LTD.                                    SINGAPORE

       ASIA NETCOM SINGAPORE PTE LTD.                                     SINGAPORE

          ASIA NETCOM TSUSHIN CORP                                          JAPAN

            ASIA NETCOM USA INC                                              USA

           EAST ASIA NETCOM LTD.                                           BERMUDA

        EAST ASIA NETCOM JAPAN LTD.                                         JAPAN

       EAST ASIA NETCOM KOREA LIMITED                                       KOREA

     EAST ASIA NETCOM PHILIPPINES, INC.                                  PHILIPPINES

       EAST ASIA NETWORK TAIWAN INC.                                        TAIWAN

    EAST ASIA NETCOM UK HOLDINGS LIMITED                                   ENGLAND

        GROUP WEALTH FINANCE LIMITED                                         BVI

 SOUTHEAST ASIA NETCOM (SINGAPORE) PTE LTD                                SINGAPORE
</TABLE>

[Facility Agreement]

                                     -117-
<PAGE>

                                                                   [Schedule 17]
            (Documents required to be delivered by an Additional Security Party)

                                   SCHEDULE 17

                    DOCUMENTS REQUIRED TO BE DELIVERED BY AN
                            ADDITIONAL SECURITY PARTY

1.       A certified true copy of the constitutional documents of the Additional
         Security Party.

2.       A certified true copy of a resolution of the board of directors and the
         shareholders of the Additional Security Party:

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

         (b)      authorizing a specified person to execute such Finance
                  Documents; and

         (c)      authorizing a specified person, on its behalf, to sign and
                  deliver all other documents and notices to be signed and/or
                  delivered by it under or in connection with the Finance
                  Documents.

3.       A specimen of the signature of each person referred to in paragraph 2.
         above.

4.       A copy of any other authorization or other document, opinion, or
         assurance which the Facility Agent considers to be necessary or
         desirable in connection with the entry into and performance of the
         transactions contemplated by such Finance Documents, or for the
         validity and enforceability of such Finance Documents.

5.       Legal opinions from legal advisers in all relevant jurisdictions as
         required by the Facility Agent.

[Facility Agreement]

                                     -118-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

                                   SCHEDULE 18

                        SECURITY PERFECTION REQUIREMENTS

<TABLE>
<CAPTION>
PART A   PERFECTION OF SECURITY REQUIREMENTS WITHIN 1 BUSINESS DAY OF THE DATE          Checklist
         OF EXECUTION                                                                    Item No.
<S>      <C>                                                                          <C>
         BERMUDA
         SHARE MORTGAGE OVER SHARES IN NEWCO GRANTED BY EAN - submit original of      A -II1A2(ii)
         the Share Mortgage to the Registrar of Companies in Bermuda for
         registration.

         THIRD PRIORITY DEBENTURE OVER ASSETS OF EAN - submit original of the         A - II1A3(b)
         Third Priority Debenture to the Registrar of Companies in Bermuda for
         registration

         DEBENTURE OVER ASSETS OF THE BORROWER - submit original of the               A - II1B1
         Debenture to the Registrar of Companies in Bermuda for registration

         CHARGE OVER DEPOSIT GRANTED BY THE BORROWER - submit original of the         A - II1B7(b)
         Charge over Deposit to the Registrar of Companies in Bermuda for
         registration

         DEED OF ACCOUNT CHARGE GRANTED BY THE BORROWER - submit original of the      A - II1B9(b)
         Deed of Account Charge to the Registrar of Companies in Bermuda for
         registration

         SHARE MORTGAGE OVER SHARES IN THE BORROWER GRANTED BY CNC INTERNATIONAL      A - II1C1(i)
         - submit original of the Share Mortgage to the Registrar of Companies
         in Bermuda for registration

         SECOND DEED OF MORTGAGE OVER SHARES IN EAN - submit original of the          A - II7A1(c)
         Second Deed of Mortgage to the Registrar of Companies in Bermuda for
         registration

         ASSIGNMENT OF FIXED AND FLOATING CHARGE OVER ASSETS OF EAN FROM KDDI TO      B - II1A1(b)
         NEWCO - submit original of the Assignment together with Form 9 (revised
         particulars) to Registrar of Companies in Bermuda

         ASSIGNMENT OF FIXED AND FLOATING CHARGE OVER ASSETS OF EAN FROM NEC TO       B - II1A2(b)
         NEWCO - submit original of the Assignment together with Form 9 (revised
         particulars) to Registrar of Companies in Bermuda

         ASSIGNMENT OF SHARE CHARGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS           B - II1A3(d)
         LIMITED OVER SHARES OF EAN FROM DB TRUSTEES TO NEWCO - submit original
         of the Assignment together with Form 9 (revised particulars) to
         Registrar of Companies in Bermuda
</TABLE>

[Facility Agreement]

                                     -119-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

<TABLE>

<S>      <C>                                                                          <C>
         DEED OF ASSIGNMENT OF CHARGE GRANTED BY ASSETCO OVER SHARES OF EAN FROM      B - II7A1(b)
         DB TRUSTEES TO NEWCO - submit original Deed of Assignment together with
         Form 9 (revised particulars) to Registrar of Companies in Bermuda

         BVI

         SECOND DEED OF MORTGAGE OVER SHARES IN EAST ASIA NETCOM LIMITED -            A - II7A1(b)(i)
         Registration of Second Deed of Mortgage on AssetCo's Register of
         Mortgages

         DEBENTURE OVER ASSETS OF NEWCO - Registration of Debenture on NewCo's        A - II7B1(a)(i)
         Register of Mortgages

         SHARE PLEDGE AGREEMENT to be given by ASIA NETCOM CORPORATION
         (SINGAPORE) PTE. LTD. [3020] (SINGAPORE) over shares in ASIA NETCOM
         JAPAN CORP. AND ASIA NETCOM TSUSHIN CORP.
         - entry of the pledge interest in the shareholders register of Asia          A - II5a5(b)
         Netcom Japan Corp.
         - entry of the pledge interest in the shareholders register of Asia          A - II5a5(b)
         Netcom Tsushin Corp.

         JAPAN
         TRANSFER OF PLEDGE OF MOVABLES GRANTED BY EAST ASIA NETCOM JAPAN             B - II3A1(b)
         LIMITED FROM KDDI TO NEWCO - affixation of official date stamp
         (kakutei-hizuke) on the Confirmation and Consent to be given by Asia
         Netcom Japan Corp (as possessor of movables)

         TRANSFER OF PLEDGE OF MOVABLES GRANTED BY EAST ASIA NETCOM JAPAN             B - II3A2(b)
         LIMITED FROM NEC TO NEWCO - affixation of official date stamp
         (kakutei-hizuke) on the Confirmation and Consent to be given by Asia
         Netcom Japan Corp (as possessor of movables)

         TRANSFER OF MORTGAGE GRANTED BY EAST ASIA NETCOM JAPAN LIMITED FROM
         KDDI TO NEWCO
         - entry in the property registry maintained by (a) Aji Branch of Tsu         B - II3A3(b)
         Local Legal Affairs Bureau with respect to the Ajigaura Property and
         (b) Htachinaka Branch of Mito Local Legal Affairs Bureau with respect
         to the Shima Property
         - payment of governmental commission for the registration of the             B - II3A3(c)
         transfer of mortgage

         TRANSFER OF MORTGAGE GRANTED BY EAST ASIA NETCOM JAPAN LIMITED FROM NEC
         TO NEWCO
         - entry in the property registry maintained by (a) Aji Branch of Tsu         B - II3A4(b)
         Local Legal Affairs Bureau with respect to the Ajigaura Property and
         (b) Htachinaka Branch of Mito Local Legal Affairs Bureau with respect
         to the Shima Property
</TABLE>

[Facility Agreement]

                                     -120-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

<TABLE>
<S>      <C>                                                                          <C>
         - payment of governmental commission for the registration of the             B - II3A3(c)
         transfer of mortgage

         TRANSFER OF EQUITY UNIT PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS       B - II6A2(d)
         LIMITED OVER SHARES IN EAST ASIA NETCOM JAPAN LTD FROM KDDI TO NEWCO -
         entry into the shareholders register of East Asia Netcom Japan Ltd
         regarding the transfer of the pledge

         TRANSFER OF EQUITY UNIT PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS       B - II6A3(d)
         LIMITED OVER SHARES IN EAST ASIA NETCOM JAPAN LTD FROM NECTO NEWCO -
         entry into the shareholders register of East Asia Netcom Japan Ltd
         regarding the transfer of the pledge

         KOREA
         SHARE PLEDGE OVER SHARES IN ASIA NETCOM KOREA LTD GRANTED BY ASIA
         NETCOM CORPORATION (SINGAPORE) PTE LTD
         - affix official fixed date stamp on the acknowledgment and consent to       A - II5A4 (b)
         be given by Asia Netcom Korea Ltd
         - submit application form to Asia Netcom Korea Ltd for the recordation       A - II5A4 (d)
         of the Lenders' pledge interest in Shareholders Registry of Asia Netcom
         Korea Ltd.

         ASSIGNMENT OF SHARE PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS           B - II6A1(a)
         LIMITED OVER SHARES IN EAST ASIA NETCOM KOREA LTD FROM DB TRUSTEES AND
         NEWCO - affix official fixed date stamp on the acknowledgment and
         consent to be given by East Asia Netcom Korea Ltd

         USA
         STOCK PLEDGE AGREEMENT OVER SHARES IN ASIA NETCOM USA, INC. GRANTED BY       A - II5A6(c)
         ASIA NETCOM CORPORATION (SINGAPORE) PTE LTD AND SECURITY ASSIGNMENT -        and A - II9A1
         submit UCC filings in the State of Delaware against Asia Netcom USA,
         Inc.

         DEBENTURE OVER ASSETS OF THE BORROWER - submit UCC filings in                A - II1B1
         Washington DC against the Borrower

         ASSIGNMENT OF FIXED AND FLOATING CHARGE OVER ASSETS OF EAN FROM KDDI TO      B - II1A1(e)
         NEWCO - submit UCC filings in Washington DC against EAN

PART B   PERFECTION OF SECURITY REQUIREMENTS WITHIN 5 BUSINESS DAYS OF THE DATE
         OF EXECUTION

         KOREA
         ASSIGNMENT OF SHARE PLEDGE OVER SHARES IN EAST ASIA NETCOM KOREA LTD.        B - II6A1(b)
         GRANTED BY EAST ASIA NETCOM UK HOLDINGS LIMITED FROM DB TRUSTEES TO
         NEWCO - submit application form to East Asia Netcom Korea Ltd for the
         recordation of the Lenders' pledge interest in Shareholders Registry of
         East Asia Netcom Korea Ltd.
</TABLE>

[Facility Agreement]

                                     -121-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

<TABLE>
<S>      <C>                                                                          <C>
         SECOND PRIORITY SHARE PLEDGE OVER SHARES IN EAST ASIA NETCOM KOREA LTD.      A - II6A2(d)
         GRANTED BY EAST ASIA NETCOM UK HOLDINGS LIMITED - submit application
         form to East Asia Netcom Korea Ltd for the recordation of the Lenders'
         second priority pledge interest in Shareholders Registry of East Asia
         Netcom Korea Ltd.

PART C   PERFECTION OF SECURITY REQUIREMENTS WITHIN 10 BUSINESS DAYS OF THE DATE
         OF EXECUTION

         BVI
         SHARE MORTGAGE OVER SHARES IN NEWCO GRANTED BY EAN - entry of notation       A - II1A2(i)
         of Share Mortgage on NewCo's share register and filing of share
         register with the BVI Companies Registry

         SECOND DEED OF MORTGAGE OVER SHARES IN EAN - filing of AssetCo's             A - II7A1(b)(ii)
         Register of Mortgages with the BVI Companies Registry

         DEBENTURE OVER ASSETS OF NEWCO - filing of NewCo's Register of               A - II7B1(a)(ii)
         Mortgages with the BVI Companies Registry

PART D   PERFECTION OF SECURITY REQUIREMENTS WITHIN 14 DAYS OF THE DATE OF
         EXECUTION

         HONG KONG
         DEED OF RELEASE OF CHARGE OVER SHARES IN ASIA NETCOM HONG KONG LIMITED       B - III1A1
         - submit Form M2 to Companies Registry of Hong Kong for registration.

         KDDI DEED OF TRANSFER, SETTLEMENT AND RELEASE AND KDDI DEED OF               B - III2A1
         TRANSFER, SETTLEMENT AND RELEASE - submit Form M2 to Companies Registry
         of Hong Kong for registration of the release of Fixed and Floating
         Charge in Asia Netcom Hong Kong Limited granted in favour of KDDI.

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND KDDI DEED OF TRANSFER,      B - III3A1
         SETTLEMENT AND RELEASE - submit Form M2 to Companies Registry of Hong
         Kong for registration of the release of Fixed and Floating Charge in
         Asia Netcom Hong Kong Limited granted in favour of NEC.

         JAPAN
         KDDI DEED OF TRANSFER, RELEASE AND SETTLEMENT - KDDI to file an ex post      B - IA(a)
         notice with the Bank of Japan regarding the transfer of the portion of
         the Vendor Financing from KDDI to NewCo.

         NEC DEED OF TRANSFER, RELEASE AND SETTLEMENT - NEC to file an ex post        B - IA(a)
         notice with the Bank of Japan regarding the transfer of the portion of
         the
</TABLE>

[Facility Agreement]

                                     -122-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

<TABLE>
<S>      <C>                                                                          <C>
         Vendor Financing from NEC to NewCo.

PART E   PERFECTION OF SECURITY REQUIREMENTS WITHIN 21 DAYS OF THE DATE OF
         EXECUTION

         ENGLAND
         SECOND DEED OF MORTGAGE OVER SHARES IN EAST ASIA NETCOM UK HOLDINGS          A - II 1A4(a)
         LIMITED GRANTED BY EAN - submit original of the Second Deed of Mortgage
         to Companies House for registration

         ASSIGNMENT OF SHARE PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS           B - II6A1(d)
         LIMITED OVER SHARES IN EAST ASIA NETCOM KOREA LIMITED FROM DB TRUSTEE
         TO NEWCO - submit original of the Assignment of Share Pledge to
         Companies House for registration

         DEBENTURE OVER ASSETS OF EAST ASIA NETCOM UK HOLDINGS LIMITED - submit       A - II6A1
         original of the Debenture to Companies House for registration

         SECOND PRIORITY SHARE PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS         A - II6A2(e)
         LIMITED OVER SHARES IN EAST ASIA NETCOM KOREA LIMITED - submit original
         of the Second Priority Share Pledge to Companies House for registration

         THIRD PRIORITY EQUITY UNIT PLEDGE GRANTED BY EAST ASIA NETCOM UK             A - II6A4(a)
         HOLDINGS LIMITED OVER SHARES IN EAST ASIA NETCOM JAPAN LTD - submit
         original of the Third Priority Equity Unit Pledge to Companies House
         for registration

         TRANSFER OF EQUITY UNIT PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS       B - II6A2(e)
         LIMITED OVER SHARES IN EAST ASIA NETCOM JAPAN LTD FROM KDDI TO NEWCO -
         submit original of the Transfer of Equity Unit Pledge to Companies
         House for registration

         TRANSFER OF EQUITY UNIT PLEDGE GRANTED BY EAST ASIA NETCOM UK HOLDINGS       B - II6A3(e)
         LIMITED OVER SHARES IN EAST ASIA NETCOM JAPAN LTD FROM NECTO NEWCO -
         submit original of the Transfer of Equity Unit Pledge to Companies
         House for registration

         DEED OF ASSIGNMENT OF PLEDGE AGREEMENT GRANTED BY EAST ASIA NETCOM UK        B - II6A4(c)
         HOLDINGS LIMITED OVER SHARES IN EAST ASIA NETCOM PHILIPPINES, INC. -
         submit original of the Deed of Assignment to Companies House for
         registration

         ALL OTHER SECURITY DOCUMENTS - submit original of all other Security
         Documents to Companies House for registration.

         JAPAN
         TRANSFER OF MORTGAGE GRANTED BY EAST ASIA NETCOM JAPAN LIMITED FROM          B - II3A3(d)
         KDDI TO NEWCO - consent from landowner for the transfer of mortgage
</TABLE>

[Facility Agreement]

                                     -123-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

<TABLE>
<S>      <C>                                                                          <C>
         TRANSFER OF MORTGAGE GRANTED BY EAST ASIA NETCOM JAPAN LIMITED FROM NEC      B - II3A4(d)
         TO NEWCO - consent from landowner for the transfer of mortgage

PART F   PERFECTION OF SECURITY REQUIREMENTS WITHIN 30 DAYS OF THE DATE OF
         EXECUTION

         SINGAPORE
         GROUP DEBENTURE OVER ASSETS OF ASIA NETCOM CORPORATION (SINGAPORE) PTE       A - II5A3(ae)
         LTD, ASIA NETCOM SINGAPORE PTE. LTD, ASIA NETCOM SERVICES (S) PTE LTD,
         AND SOUTHEAST ASIA NETCOM (SINGAPORE) PTE LTD. - submit Group Debenture
         for stamping with the Inland Revenue Authority of Singapore

         ASSIGNMENT OF BUILDING AGREEMENT BETWEEN ASIA NETCOM SINGAPORE PTE LTD       A - II5B2(c)
         AND ICBC ASIA - submit Assignment of Building Agreement for stamping
         with the Inland Revenue Authority of Singapore

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF SHARE            B - II3B1
         CHARGE OVER SHARES IN ASIA NETCOM SINGAPORE PTE LTD - submit
         notification to the Accounting and Corporate Regulatory Authority
         regarding the release of the Share Charge

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF SHARE            B -II3B3
         CHARGE OVER FUTURE SHARES IN ASIA NETCOM SINGAPORE PTE LTD - submit
         notification to the Accounting and Corporate Regulatory Authority
         regarding the release of the future Share Charge

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF DEBENTURE        B -II3B3
         OVER ASSETS PF ASIA NETCOM SINGAPORE PTE LTD - submit notification to
         the Accounting and Corporate Regulatory Authority regarding the release
         of the Debenture

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF ASSIGNMENT       B -II3B10
         OF BUILDING AGREEMENT - submit notification to the Accounting and
         Corporate Regulatory Authority regarding the release of the Assignment
         of Building Agreement

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF ASSIGNMENT       B - II3B7
         OF BUILDING AGREEMENT - notice of release and reassignment to Jurong
         Town Corporation

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF ASSIGNMENT       B - II3B8
         OF BUILDING AGREEMENT - withdrawal of previous caveat lodged with
         respect of the Assignment of Building Agreement

         NEC DEED OF TRANSFER, SETTLEMENT AND RELEASE AND RELEASE OF DEBENTURE        B -II3B11
         OVER ASSETS PF SOUTHEAST ASIA NETCOM (SINGAPORE) PTE LTD - submit
         notification to the Accounting and Corporate Regulatory Authority
         regarding the release of the Debenture
</TABLE>

[Facility Agreement]

                                     -124-
<PAGE>

                                                                   [Schedule 18]
                                              (Security Perfection Requirements)

<TABLE>
<S>      <C>                                                                          <C>
PART G   PERFECTION OF SECURITY REQUIREMENTS WITHIN 5 WEEKS OF THE DATE OF
         EXECUTION

         HONG KONG
         GROUP SHARE MORTGAGE OVER SHARES IN ASIA NETCOM ASIA PACIFIC LIMITED,        A - II 1B3(y)
         ASIA NETCOM ASIA PACIFIC COMMERCIAL LIMITED AND ASIA NETCOM HONG KONG
         LIMITED GRANTED BY THE BORROWER - submit original of the Group Share
         Mortgage to Companies Registry of Hong Kong for registration

         CHARGE OVER DEPOSIT GRANTED BY THE BORROWER - submit original of the         A - II 1B7(c)
         Charge over Deposit to the Companies Registry of Hong Kong for
         registration

         DEED OF ACCOUNT CHARGE GRANTED BY THE BORROWER - submit original of the      A - II 1B9(c)
         Deed of Account Charge to the Companies Registry of Hong Kong for
         registration

         GROUP DEBENTURE OVER ASSETS OF ASIA NETCOM ASIA PACIFIC LIMITED, ASIA        A - II 2A(a)
         NETCOM ASIA PACIFIC COMMERCIAL LIMITED AND ASIA NETCOM HONG KONG
         LIMITED - submit original of the Group Debenture to Companies Registry
         of Hong Kong for registration

         ALL OTHER SECURITY DOCUMENTS - submit original of all other Security
         Documents to the Companies Registry of Hong Kong for registration.

PART H   PERFECTION OF SECURITY REQUIREMENTS WITHIN 37 DAYS OF THE DATE HEREOF

         SINGAPORE
         GROUP DEBENTURE OVER ASSETS OF ASIA NETCOM CORPORATION (SINGAPORE) PTE       A - II5A3(ad)
         LTD, ASIA NETCOM SINGAPORE PTE. LTD, ASIA NETCOM SERVICES (S) PTE LTD,
         AND SOUTHEAST ASIA NETCOM (SINGAPORE) PTE LTD. - lodgement of the
         Statement Containing Particulars of Charge with the Accounting and
         Corporate Regulatory Authority

         ASSIGNMENT OF BUILDING AGREEMENT BETWEEN ASIA NETCOM SINGAPORE PTE LTD       A - II5B2(b)
         AND ICBC ASIA - lodgement of the Statement Containing Particulars of
         Charge with the Accounting and Corporate Regulatory Authority

PART I   NOTICES OF ASSIGNMENT AND ACKNOWLEDGMENTS AND OTHER CONSENTS (IF ANY)
         REQUIRED TO BE RECEIVED UNDER ALL RELEVANT SECURITY DOCUMENTS
         - execution and delivery of all notices of assignment and
         acknowledgment and other consents (if any) within the time limit
         specified under the relevant Security Document.
</TABLE>

[Facility Agreement]

                                     -125-
<PAGE>

                                 EXECUTION PAGE

THE BORROWER

SIGNED by                                   )
                                            )
    Tsui Lai Ping Yvonne                    ) /s/ Tsui Lai Ping Yvonne
for and on behalf of                        )
ASIA NETCOM CORPORATION LIMITED             )

THE LENDERS

SIGNED by                                   )
                                            )
                                            ) /s/ [Signature]
for and on behalf of                        )
THE INDUSTRIAL AND COMMERCIAL               )
BANK OF CHINA, BEIJING BRANCH               )

SIGNED by                                   )
                                            )
   Sun Chiping                              ) /s/ Sun Chiping
President of ICBC Shanghai Branch           )
for and on behalf of                        )
THE INDUSTRIAL AND COMMERCIAL               )
BANK OF CHINA, SHANGHAI BRANCH              )

SIGNED by                                   )
                                            )
   Wang Yan                                 ) /s/ Wang Yan
for and on behalf of                        )
THE INDUSTRIAL AND COMMERCIAL               )
BANK OF CHINA, HONG KONG BRANCH             )

[Facility Agreement]

                                     -126-

<PAGE>

SIGNED by                                   )
                                            )
                                            ) /s/ [Signature]
for and on behalf of                        )
CHINA MINSHENG BANKING                      )
CORP. LTD.                                  )

SIGNED by                                   )
                                            )
                                            ) /s/ [Signature]    /s/ [Signature]
for and on behalf of                        )
CITIC INDUSTRIAL BANK                       )

SIGNED by                                   )
                                            )
   Gao Yibing                               ) /s/ Gao Yibing
for and on behalf of                        )
BANK OF COMMUNICATIONS                      )

[Facility Agreement]

                                     -127-

<PAGE>

SIGNED by                                   )
                                            )
                                            ) /s/ [Signature]
for and on behalf of                        )
HUAXIA BANK                                 )

THE ARRANGER

SIGNED by                                   )
                                            )
   Wang Yan, Wilson Wan                     ) /s/ Wang Yan       /s/ Wilson Wan
for and on behalf of                        )
INDUSTRIAL AND COMMERCIAL BANK OF           )
CHINA (ASIA) LIMITED                        )

THE FACILITY AGENT

SIGNED by                                   )
                                            )
   Wang Yan, Wilson Wan                     ) /s/ Wang Yan       /s/ Wilson Wan
for and on behalf of                        )
INDUSTRIAL AND COMMERCIAL BANK OF           )
CHINA (ASIA) LIMITED                        )

[Facility Agreement]

                                     -128-