Exhibit 4(w)


                                                                 CONFORMED COPY

DATED: 14 MARCH 2003

Facility Agreement

between

PCCW Limited
as Borrower

Agricultural Bank of China, Hong Kong Branch
Bank of China (Hong Kong) Limited
The Hongkong and Shanghai Banking Corporation Limited
Standard Chartered Bank
Credit Agricole Indosuez, Hong Kong Branch
Hang Seng Bank Limited
as Co-ordinating Arrangers

The Financial Institutions listed herein
as Lenders

The Hongkong and Shanghai Banking Corporation Limited
as Agent

and

The Hongkong and Shanghai Banking Corporation Limited
as Security Trustee


relating to



HK$3,003,000,000 TERM LOAN FACILITY


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                                    CONTENTS


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

2.       THE FACILITY.........................................................14

3.       PURPOSE .............................................................15

4.       CONDITIONS OF ADVANCE................................................15

5.       REPAYMENT............................................................16

6.       CANCELLATION AND PREPAYMENT..........................................16

7.       INTEREST.............................................................20

8.       INTEREST PERIODS.....................................................21

9.       CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS...............22

10.      FEES.................................................................23

11.      TAX GROSS UP AND CREDIT..............................................24

12.      INCREASED COSTS......................................................26

13.      INDEMNITIES..........................................................27

14.      ILLEGALITY AND MITIGATION............................................28

15.      COSTS AND EXPENSES...................................................29

16.      REPRESENTATIONS AND WARRANTIES.......................................30

17.      INFORMATION UNDERTAKINGS.............................................33

18.      FINANCIAL COVENANTS..................................................35

19.      GENERAL UNDERTAKINGS.................................................37

20.      EVENTS OF DEFAULT....................................................39

21.      CHANGES TO THE LENDERS...............................................43

22.      CHANGES TO THE BORROWER..............................................48

23.      AGENT AND SECURITY TRUSTEE...........................................48

24.      AMENDMENTS AND DECISIONS.............................................55

25.      RETIREMENT OF AGENT AND SECURITY TRUSTEE.............................58

26.      SHARING AMONG LENDERS................................................59


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27.      PAYMENT MECHANICS....................................................60

28.      ENFORCEMENT OF SECURITY AND DISTRIBUTION OF RECOVERIES...............62

29.      SET-OFF .............................................................63

30.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES...........................63

31.      NOTICES .............................................................63

32.      CALCULATIONS AND CERTIFICATES........................................64

33.      PARTIAL INVALIDITY...................................................64

34.      REMEDIES AND WAIVERS.................................................64

35.      COUNTERPARTS.........................................................65

36.      GOVERNING LAW........................................................65

37.      ENFORCEMENT..........................................................65

SCHEDULE 1: THE LENDERS.......................................................66

SCHEDULE 2: CONDITIONS PRECEDENT..............................................67

SCHEDULE 3: NOTICES...........................................................69

SCHEDULE 4: FORM OF TRANSFER CERTIFICATE......................................71

SCHEDULE 5: FORM OF ASSIGNMENT UNDERTAKING....................................73

SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING...............................76

SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE....................................78


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This Agreement is made on the 14 day of March 2003

Between:

(1)  PCCW LIMITED, a company incorporated in Hong Kong with company number
     69030 (the "Borrower");

(2)  AGRICULTURAL BANK OF CHINA, HONG KONG BRANCH, BANK OF CHINA (HONG KONG)
     LIMITED, THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, STANDARD
     CHARTERED BANK, CREDIT AGRICOLE INDOSUEZ, HONG KONG BRANCH AND HANG SENG
     BANK LIMITED (the "Co-ordinating Arrangers" and each, a "Co-ordinating
     Arranger");

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

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

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

It Is Agreed as follows:


                            PART 1 : INTERPRETATION

1.   Definitions and Interpretation

1.1  Definitions

     In this Agreement (including the Schedules):

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

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

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

     (B)  the aggregate outstanding principal amount of HKTC's subordinated
          indebtedness.

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

     "Agent-Related Persons" means the Agent, the Security Trustee, the
     Co-ordinating Arrangers and any successor Agent or Security Trustee
     arising under clause 25


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     (Retirement of Agent and Security Trustee) together with their respective
     Affiliates and the officers, directors, employees, agents and
     attorneys-in-fact of such persons and Affiliates.

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

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

     "Availability Period" means the period from and including the date of this
     Agreement to and including the date falling 14 days after the date of this
     Agreement.

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

     (A)  any moneys borrowed;

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

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

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

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

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

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

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

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

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

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

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


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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 the
          Loan or an Unpaid Sum to the last day of the current Interest Period
          in respect of the Loan or Unpaid Sum, had the principal amount of the
          Loan or Unpaid Sum received been paid on the last day of that
          Interest Period;

     exceeds:

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

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

     "Commitment" means, in relation to each Lender and the Facility (subject
     to clause 21 (Changes to the Lenders)), the amount set opposite its name
     in Schedule 1 (The Lenders) as the same may be reduced, varied or
     cancelled in accordance with the terms of this Agreement.

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

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

     "Confidentiality Undertaking" means a confidentiality undertaking
     substantially in the form set out in Schedule 6 (Form of Confidentiality
     Undertaking).

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

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

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

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

          (2)  the underlying circumstances which caused that Event of Default
               or Potential Event of Default have been remedied to the
               reasonable satisfaction of the Agent and the resulting position
               is what it would have been if such Event of Default or Potential
               Event of Default had not occurred


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               (so that, for example, in the case of the late delivery of a
               document which is subsequently satisfactorily delivered, or the
               withdrawal or settlement of a claim the existence or pursuance
               of which constituted an Event of Default or Potential Event of
               Default, that Event of Default or Potential Event of Default is
               not continuing once the underlying circumstances no longer
               apply); or

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

     "Core Business" means the local telephony services (consisting of local
     telephone services, value-added services, and wholesale interconnection
     services provided to other carriers and service providers), the local data
     services (consisting of local wholesale and retail leased circuits, data
     services and wholesale broadband access lines, utilizing HKTC's or HKTC
     Group's broadband network) and the international telecommunications
     services (consisting of retail international direct dial services, retail
     international private leased circuits, international interconnection
     services and international data services, in each case, operated and
     carried on by the HKTC Group.

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

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

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

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

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

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

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

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

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

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


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     "Fair Market Value" means, in relation to the disposal, assignment or
     transfer by the Borrower or (as the case may be) any of its Subsidiaries
     of its shareholding (whether direct or through a Subsidiary) in HKTC, the
     price which the Borrower or such Subsidiary would reasonably expect could
     be achieved on a disposal of such shareholding on arm's length terms to a
     third party which is not an Affiliate of the person disposing of such
     asset.

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

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

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

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

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

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

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

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

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

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

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

     (A)  the Screen Rate; or


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

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

     "HKTC" means PCCW-HKT Telephone Limited, a company incorporated in Hong
     Kong with company number 676.

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

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

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

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

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

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

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

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

     "Lender" means:

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

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

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


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

     "Loan" means, at any time, the aggregate principal amount advanced or to
     be advanced (as the context may require) under the Facility and for the
     time being outstanding under this Agreement.

     "Majority Lenders" means:

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

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

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

             Moody's                      S&P                  Applicable Margin
             -------                      ---                  -----------------
                                                                 (% per annum)
                                                                 -------------
      Rated lower than Baa3      Rated lower than BBB-                1.00
             Unrated                    Unrated                       0.93
              Baa3                        BBB-                        0.88
              Baa2                        BBB                         0.83
         Baa1 or higher              BBB+ or higher                   0.78

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

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


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

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

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

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

     "Net Proceeds" means the cash proceeds received by the Borrower or (as the
     case may be) any of its Subsidiaries from any sale, assignment, transfer
     or disposal of its (or any of its Subsidiary's) shareholding (whether
     direct or through a Subsidiary) in HKTC less Costs.

     "Original Financial Statements" means the audited consolidated financial
     statements of the Borrower Group for the Financial Year ended 31 December
     2001.

     "Permitted Encumbrances" means:

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

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

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

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

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

     (F)  Encumbrances created on any property or assets acquired, leased or
          developed (including improved, constructed, altered or repaired)
          after the date of this Agreement; provided that (i) any such
          Encumbrance shall be confined to the property or assets acquired,
          leased or developed (including improved, constructed,


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          altered or repaired); (ii) the principal amount of the debt
          encumbered by such Encumbrance shall not exceed the cost of the
          acquisition or development of such property or assets or any
          improvements thereto (including any construction, repair or
          alteration) or thereon and (iii) any such Encumbrance shall be
          created concurrently with or within three years following the
          acquisition, lease or development (including construction,
          improvement, repair or alteration) of such property or assets;

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

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

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

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

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

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

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

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

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

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

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

     (R)  Encumbrances in respect of indebtedness with respect to which HKTC or
          its Principal Subsidiaries has paid money or deposited money or
          securities with a


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          fiscal agent, trustee or depository to pay or discharge in full the
          obligations of HKTC and its respective Subsidiaries in respect
          thereof (other than the obligations that such money or securities so
          paid or deposited, and the proceeds therefrom, be sufficient to pay
          or discharge such obligations in full).

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

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

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

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

     "Principal Subsidiary" means a Subsidiary of HKTC:

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

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

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

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

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


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                                                              Simmons & Simmons

<PAGE>


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

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

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

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

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

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

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

     "Repayment Date" means the date falling 60 Months after the Drawdown Date.

     "Reservations" means:

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

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

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

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


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                                                              Simmons & Simmons

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

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

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

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

     "Subordinated Indebtedness" means the indebtedness of any Borrower Group
     Company which is subordinated to the Borrower's indebtedness under this
     Agreement on terms reasonably satisfactory to the Agent or on Agreed
     Terms.

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

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

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

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

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

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

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


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

     "Total Commitments" means the aggregate for the time being of the
     Commitments of all the Lenders being, at the date of this Agreement,
     HK$3,003,000,000.

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

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

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

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

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

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

1.2  Construction

     (A)  Any reference in this Agreement to:

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

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

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

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

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

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

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

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


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          (9)  "arm's length terms" means, in relation to transactions entered
               into by a Borrower Group Company, terms which it would be
               reasonable to expect could reasonably be expected to be obtained
               in a comparable transaction with a person which is not an
               Affiliate of such Borrower Group Company;

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

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

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

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

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

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


                             PART 2 : THE FACILITY

2.   The Facility

2.1  The Facility

     Subject to the terms of this Agreement, the Lenders agree to make a
     committed term loan facility available to the Borrower in an aggregate
     principal amount not exceeding the Total Commitments as at the date of
     this Agreement.

2.2  Finance Party's rights and obligations

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


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<PAGE>


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

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

3.   PURPOSE

3.1  Purpose

     The Borrower shall apply all amounts borrowed by it under the Facility to
     finance the general corporate funding requirements of the Borrower Group.

3.2  Monitoring

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

4.   CONDITIONS OF ADVANCE

4.1  Initial conditions precedent

     The Borrower may not deliver the Drawdown Notice unless the Agent has
     received all of the documents listed in Schedule 2 (Conditions Precedent)
     in form and substance satisfactory to the Agent. The Agent shall notify
     the Borrower and the Lenders promptly upon such receipt.

4.2  Further conditions precedent

     The Lenders will make an advance to the Borrower if:

     (A)  Drawdown Notice: the Agent shall have received the Drawdown Notice
          during the Availability Period, not later than 10:00 a.m. (or such
          later time on the same day as the Agent may agree) not less than 1
          Business Day before the proposed Drawdown Date and the proposed
          Drawdown Date is a Business Day which is or precedes the Termination
          Date;

     (B)  Amount: the proposed amount to be advanced shall be equal to the
          Total Commitments;

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

     (D)  No Default: no Default is Continuing or would result from the
          proposed advance;

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


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                                                              Simmons & Simmons

<PAGE>


     (F)  No Material Adverse Change: no Material Adverse Change has occurred
          since the date of this Agreement; and

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

4.3  Drawdown Notice irrevocable

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

4.4  Notification of Drawdown Notice

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

4.5  Payment of loan proceeds

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


                 PART 3: REPAYMENT, CANCELLATION AND PREPAYMENT

5.   REPAYMENT

5.1  Repayment of the Loan

     The Borrower shall repay the Loan in full on the Repayment Date.

5.2  Reborrowing

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

6.   CANCELLATION AND PREPAYMENT

6.1  Mandatory cancellation

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


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                                                              Simmons & Simmons

<PAGE>


6.2  Voluntary cancellation

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

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

     (B)  in the case of cancellation of part of the Facility, the amount
          cancelled shall be a minimum of HK$20,000,000 and thereafter in
          integral multiples of HK$5,000,000.

6.3  Voluntary prepayment

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

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

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

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

6.4  Mandatory Prepayment on disposal of shareholding in HKTC

     (A)  Subject to clause 19.5 (Ownership of HKTC), the Borrower and/or any
          of its Subsidiaries which (directly or indirectly) is a shareholder
          of HKTC may dispose of or assign any part of its shareholding (direct
          or indirect) in HKTC to other parties on arm's length terms provided
          that:

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

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


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                                                              Simmons & Simmons

<PAGE>


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

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

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

                                   B
             NPA   =   A     x   -----
                                   C

             Where:

             NPA    =    Net Prepayment Amount

             A      =    an amount equal to the Disposal Proceeds
                         received by the relevant Borrower Group Company

             B      =    the amount of the Loan outstanding on the date
                         of the disposal

             C      =    the amount of the Loan  outstanding  on the
                         date of the disposal plus the aggregate
                         principal amount outstanding on the date of
                         the disposal under each other loan facility,
                         bond issue or other financing arrangement
                         under which any Borrower Group Company (other
                         than an HKTC Group Company) is subject to a
                         similar mandatory prepayment covenant in
                         respect of the disposal of shares in HKTC (an
                         "Other Financing Arrangement")

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

               (1)  the Net Prepayment Amount;

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

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

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

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


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                                                              Simmons & Simmons

<PAGE>


          (E)  The Agent, having determined the Mandatory Prepayment Amount on
               the Business Day prior to the Prepayment Date, will on the
               Prepayment Date remit to each Lender its proportion of such
               Mandatory Prepayment Amount in respect of its participation in
               the Loan.

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

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

     (A)  If:

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

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

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

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

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

6.6  Restrictions

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

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

     (C)  The Borrower shall not prepay all or any part of the Loan or cancel
          all or any part of


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                                                              Simmons & Simmons

<PAGE>


          the Commitments except at the times and in the manner expressly
          provided for in this Agreement.

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

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

6.7  Interest on Prepayment Account

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

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

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


                            PART 4: COSTS OF ADVANCE

7.   INTEREST

7.1  Calculation of interest

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

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

     (C)  The first Interest Period shall commence on the Drawdown Date.

7.2  Payment of interest

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


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                                                              Simmons & Simmons

<PAGE>


7.3  Default interest rate

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

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

7.4  Notification of rates of interest

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

8.   INTEREST PERIODS

8.1  Selection of Interest Periods

     (A)  The Borrower may select an Interest Period for a Loan in the Drawdown
          Notice or (if the Loan has already been borrowed) in a Selection
          Notice.

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

          (1)  the Borrower shall specify a Fallback Period;

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

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

     (C)  If the Borrower fails to deliver a Selection Notice or to specify a
          Fallback Period to the Agent in accordance with paragraph (B) above,
          the relevant Interest Period will


                                      21
                                                              Simmons & Simmons

<PAGE>


          (in the absence of any contrary agreement) be one Month.

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

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

     (F)  Each Interest Period for the Loan shall start on the Drawdown Date or
          (if already made) on the last day of the preceding Interest Period.

9.   CHANGES TO THE CALCULATION OF INTEREST AND BREAK COSTS

9.1  Absence of quotations

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

9.2  Market disruption and alternative interest rates

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

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

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

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

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

          (5)  any substitute basis determined in accordance with this clause
               9.2 shall take effect until such time as the Agent notifies the
               Borrower and the


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          Lenders that none of the circumstances previously notified to the
          Borrower and the Lenders continue to exist whereupon the normal
          interest rate fixing provisions of clause 7.1 (Calculation of
          interest) shall apply as from the Quotation Date for the next
          Interest Period.

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

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

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

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

9.3  Break Costs

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

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

10.  FEES

10.1 Commitment fee

     The Borrower shall pay to the Agent (for the account of each Lender in
     respect of its Commitment) a fee at the rate of 0.1% per annum and
     calculated on the amount of the Total Commitments for the period from and
     including the date of this Agreement to and including the last day of the
     Availability Period or, if earlier, the date on which the Facility is
     either cancelled in full or is utilised. Such fee shall be payable on the
     last day of the Availability Period or if earlier, on the date on which
     the Loan is either cancelled in full or is utilised in full.

10.2 Front-end fee

     The Borrower shall pay a front-end fee in the amount and at the times
     agreed in the Fee Letter.


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10.3 Agency fee

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


                     PART 5: ADDITIONAL PAYMENT OBLIGATIONS

11.  TAX GROSS UP AND CREDIT

11.1 Definitions

     (A)  In this clause 11:

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

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

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

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

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

11.2 Tax gross-up

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

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

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

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


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

11.3 Indemnity

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

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

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

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

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

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

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

11.4 Tax Credit

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

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

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

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


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

11.5 Stamp taxes

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

12.  INCREASED COSTS

12.1 Increased Costs

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

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

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

          (2)  an additional or increased cost; or

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

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

12.2 Increased Costs claims

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

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

12.3 Exceptions

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


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

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

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

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

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

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

13.  INDEMNITIES

13.1 Currency indemnity

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

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

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

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

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

13.2 Other indemnities

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


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     (A)  the occurrence of any Default;

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

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

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

13.3 Indemnity to the Agent

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

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

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

14.  ILLEGALITY AND MITIGATION

14.1 Illegality

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

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

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

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


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14.2 Mitigation

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

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

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

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

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

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

15.  COSTS AND EXPENSES

15.1 Transaction expenses

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

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

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


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15.2 Amendment costs

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

15.3 Enforcement costs

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


          PART 6: REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

16.  REPRESENTATIONS AND WARRANTIES

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

16.1 Status

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

     (B)  The Borrower, each Borrower Group Company which is the beneficial
          owner, directly or indirectly, of the issued share capital of HKTC
          and each HKTC Group Company has the power and all necessary
          governmental and other consents, approvals, licences and authorities
          under any applicable jurisdiction to own its assets and carry on its
          business as it is being conducted.

16.2 Binding obligations

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

16.3 Non-conflict with other obligations

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

     (A)  any law or regulation applicable to it;

     (B)  its constitutional documents; or

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


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16.4 Power and authority

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

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

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

          (2)  The requisite resolutions of the Borrower's Executive Committee
               of the Board have been duly and properly passed at a duly
               convened and constituted meeting at which all statutory and
               other relevant formalities were observed to authorise its
               execution and performance of the Finance Documents to which it
               is a party and such resolutions are in full force and effect and
               have not been varied or rescinded.

16.5 Validity and admissibility in evidence

     Subject to the Reservations, all Authorisations required or desirable:

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

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

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

16.6 No Event of Default

     No Event of Default has occurred which is Continuing.

16.7 Financial Statements

     (A)  Its Financial Statements, together with the notes thereto, fairly
          represent the Borrower Group's financial condition and operations
          during the relevant period in respect of which the same were
          prepared.

     (B)  There has been no Material Adverse Change since the end of the
          Financial Year in respect of which the Original Financial Statements
          were prepared.


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16.8 No litigation

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

16.9 No Material Adverse Change

     There has been no Material Adverse Change (to the best of the Borrower's
     knowledge and belief) since the date of this Agreement.

16.10 Material business and consents

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

16.11 Telecommunications compliance

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

16.12 Governing law and enforcement

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

16.13 Deduction of Tax

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

16.14 No filing or stamp taxes

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


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     registration or similar tax be paid on or in relation to the Finance
     Documents or the transactions contemplated by the Finance Documents.

16.15 Pari passu ranking

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

16.16 Share capital interests

     As at the date of this Agreement, the Borrower is the beneficial owner,
     directly or indirectly, of 100% of the issued share capital of HKTC and no
     Borrower Group Company has granted any Encumbrance over such share
     capital.

16.17 HKTC Encumbrances

     The Borrower is not aware of any Encumbrances affecting any assets of HKTC
     and its Principal Subsidiaries (other than the Listed Principal
     Subsidiaries and their Subsidiaries) which are not disclosed or referred
     to in the list of Encumbrances referred to in paragraph 3(D) of Schedule 2
     (Conditions precedent).

16.18 Repetition

     There shall be deemed to be repeated:

     (A)  on the Drawdown Date; and

     (B)  on the first day of each Interest Period,

     each of the representations and warranties contained in clauses 16.1
     (Status), 16.2 (Binding obligations), 16.3 (Non-conflict with other
     obligations), 16.4 (Power and authority), 16.5 (Validity and admissibility
     in evidence), 16.6 (No Event of Default), 16.7(A)(Financial Statements),
     16.8 (No litigation), 16.10 (Material business and consents) 16.11
     (Telecommunications compliance), 16.12 (Governing law and enforcement) and
     16.15 (Pari passu ranking), by reference to the facts and circumstances
     existing as at such date; except in the case of the representation and
     warranty set out in clause 16.7(A) (Financial Statements) which shall be
     deemed to be repeated by reference to the most recent Financial Statements
     delivered to the Agent under clause 17.1 (Financial Statements). In
     addition, the representations and warranties set out in clause 16.9 (No
     Material Adverse Change), clause 16.16 (Share capital interests) and
     clause 16.17 (HKTC Encumbrances) shall be repeated only on the Drawdown
     Date.

17. INFORMATION UNDERTAKINGS

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

17.1 Financial Statements

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


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     (A)  as soon as available and in any event within 180 days after the end
          of each of its financial years (beginning with the year ending on 31
          December 2002), the audited consolidated accounts of the Borrower
          Group as at the end of and for that financial year;

     (B)  as soon as available and in any event within 120 days after the end
          of the first six months of each of its financial years (beginning
          with the six months ending on 30 June 2003), the interim report of
          the Borrower Group as at the end of and for the relevant six month
          period; and

     (C)  at the same time as sent to its shareholders, any other document or
          information sent to its shareholders as such.

17.2 Requirements as to Financial Statements

     (A)  Each set of Financial Statements delivered by the Borrower pursuant
          to clause 17.1 (Financial Statements) shall be certified by a
          director of the Borrower as fairly representing the Borrower Group's
          financial condition as at the date as at which those Financial
          Statements were drawn up.

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

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

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

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

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

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

17.3 Information: miscellaneous

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


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

     (B)  as soon as reasonably practicable, such further information regarding
          the financial condition, business and operations of the Borrower or
          the HKTC Group, taken as a whole, as any Finance Party (through the
          Agent) may reasonably request (including, without limitation, a copy
          of the most recent Form 20 - F filed by the Borrower with the United
          States Securities and Exchange Commission);

     (C)  all documents (other than financial statements dispatched by an HKTC
          Group Company) dispatched by the Borrower or by any HKTC Group
          Company to its creditors generally and (if any) its public
          shareholders, at the same time as they are dispatched;

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

     (E)  as soon as reasonably practicable after HKTC delivers the same to its
          lenders, a copy of (1) HKTC's annual and semi-annual consolidated
          financial statements and (2) a written confirmation from HKTC
          certifying the aggregate amount of all Indebtedness secured by all
          Encumbrances referred to in clause 19.3(B) (Negative pledge) as at
          the end of the then most recent financial period in respect of which
          HKTC has distributed financial statements to its lenders.

18. Financial covenants

18.1 Definitions

     In this clause 18:

     "Cash" means cash in hand and all money deposited with a bank or other
     financial institution.

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


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

     "Net Debt" means Total Debt less Cash.

     "Relevant Period" means (A) in respect of the first Test Date hereunder,
     the period of twelve months ending on 31 December 2002 and (B) in all
     other cases, each period of twelve months ending on the last day of the
     Borrower's Financial Year and each period of twelve months ending on the
     last day of the first half of the Borrower's Financial Year.

     "Test Dates" means 1 July 2003 and thereafter each 1 January and 1 July
     (or, to the extent the Borrower's Financial Year is amended, the first day
     of the seventh month following the end of each Relevant Period) and "Test
     Date" means any of the foregoing. Each "Test Date" will be in respect of
     the most recent annual audited and/or semi-annual unaudited accounts
     prepared on a consolidated basis in respect of the Borrower Group
     delivered by the Borrower in respect of the Relevant Period.

     "Total Debt" of any person means, at any date, the aggregate outstanding
     principal or capital amount of (without duplication) (A) all Indebtedness
     of such person with a final maturity of one year or more, (B) any other
     indebtedness for Borrowed Money with a final maturity of less than one
     year from its date of incurrence owed to any commercial bank or other
     credit institution by such person, (C) all amounts outstanding under any
     commercial paper programme of such person and (D) any guarantees,
     indemnities or other assurances against financial loss given by such
     person in respect of the Total Debt of any other person, in each case as
     determined on a consolidated basis in accordance with Hong Kong GAAP,
     provided that the following liabilities shall be excluded when calculating
     the Total Debt of any person (i) any currency hedging in relation to
     non-Hong Kong Dollar indebtedness by the Borrower or any of its
     Subsidiaries from time to time, (ii) any issue of securities which are
     mandatorily convertible into shares, including the US$190,000,000 5%
     Mandatory Convertible Note due 2005 issued by the Borrower on 28 June
     2002, (iii) its Subordinated Indebtedness and (iv) trade payables and
     vendor financing.

18.2 Financial undertakings

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

     (A)  The ratio of EBITDA to Interest (1) in respect of any Relevant Period
          commencing in 2002 or 2003 shall not be less than 2.5 to 1 and (2) in
          respect of any Relevant Period thereafter shall not be less than 3.0
          to 1.

     (B)  The ratio of Net Debt of the Borrower Group to EBITDA (1) in respect
          of any Relevant Period commencing in 2002 or 2003 shall not exceed
          5.0 to 1 and (2) in respect of any Relevant Period thereafter shall
          not exceed 4.5 to 1.

     Compliance with and calculation of the ratios referred to in this clause
     18.2 shall be required as at the last day of each Relevant Period only.
     Testing shall be carried out on each of the Test Dates the first of which
     shall fall on 1 July 2003 by reference to the most


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     recent annual audited and/or semi-annual unaudited accounts prepared on a
     consolidated basis in respect of the Borrower Group delivered by the
     Borrower in respect of the Relevant Period save in respect of the testing
     on the first Test Date which shall be carried out by reference to the
     audited consolidated accounts of the Borrower for the 12 months ended 31
     December 2002.

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

19. GENERAL UNDERTAKINGS

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

19.1 Authorisations

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

19.2 Compliance with laws

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

19.3 Negative pledge

     The Borrower shall ensure that neither HKTC nor any Principal Subsidiary
     (other than Listed Principal Subsidiaries and their Subsidiaries) shall
     create, incur, assume or permit to subsist any Encumbrance over any of its
     assets to secure the Indebtedness of such company except for:

     (A)  Permitted Encumbrances;

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


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

19.4 Pari passu

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

19.5 Ownership of HKTC

     The Borrower will at all times during the life of the Facility remain
     directly or indirectly the majority shareholder, holding at least 70% of
     the voting share capital of HKTC and shall procure that not less than the
     Borrower's 70% interest in HKTC referred to above remains free from
     Encumbrances (other than Encumbrances created or arising by operation of
     law).

19.6 Continued Provision of Network Services

     The Borrower shall procure that HKTC will, at all times during the life of
     the Facility, continue to engage in the provision of the fixed
     telecommunications network services in Hong Kong pursuant to the FTNS
     Licence.

19.7 Continued Listing

     The Borrower shall ensure that its shares are listed on The Stock Exchange
     of Hong Kong Limited (or, in the event that it is unable to maintain such
     a listing, on another recognised stock exchange reasonably acceptable to
     the Majority Lenders).

19.8 Notification of Events of Default

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

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

19.9 Consents and filings

     The Borrower shall ensure that there shall be:

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

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


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

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

19.10 Access

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

19.11 Future borrowings

     In relation to any future borrowing by any Borrower Group Company, the
     Borrower shall, and shall procure that each other Borrower Group Company
     shall, only agree to any provision for mandatory prepayment on disposal by
     a Borrower Group Company of a direct or indirect shareholding in HKTC in
     any agreement relating to such borrowing on terms which are similar to and
     consistent with those set out herein.

19.12 No mergers

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

19.13 Arm's length transactions

     The Borrower shall not enter into any transaction with any person outside
     the Borrower Group otherwise than on arm's length terms.

20. EVENTS OF DEFAULT

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

     (A)  Non-payment

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

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

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


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     (B)  Financial covenants

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

     (C)  Breach of specific covenants

          The Borrower fails to comply with clause 19.3 (Negative pledge),
          clause 19.5 (Ownership of HKTC) and/or clause 19.12 (No mergers)

     (D)  Other obligations

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

     (E)  Misrepresentation

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

     (F)  Insolvency

          The Borrower or HKTC or any Principal Subsidiary:

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

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

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

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


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          (5)  files a moratorium or has a moratorium declared in respect of
               all or any class of its indebtedness for Borrowed Money.

     (G)  Insolvency proceedings

          (1)  Winding up:

               (a)  a meeting is convened; or

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

               (c)  an order is made; or

               (d)  a resolution is passed

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

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

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

     (H)  Creditors' process and distress

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

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

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


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     (I)  Expropriation

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

     (J)  Auditors' report

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

     (K)  Rescission

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

     (L)  Revocation of Telecommunications Authorisation

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

     (M)  Unlawfulness

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

     (N)  Other Indebtedness

          (1)  In relation to the Borrower, any Indebtedness in respect of
               Borrowed Money of the Borrower or any indebtedness for Borrowed
               Money with a final maturity of less than one year from its date
               of incurrence owed by the Borrower to any commercial bank or
               other credit institution; or

          (2)  in relation to HKTC or its Principal Subsidiary, any
               Indebtedness in respect of Borrowed Money of HKTC or such
               Principal Subsidiaries or any indebtedness for Borrowed Money
               with a final maturity of less than one year from its date of
               incurrence owed by HKTC or such Principal Subsidiaries to any
               commercial bank or other credit institution,

          which in aggregate exceeds US$30,000,000 (or its equivalent) at any
          time:

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

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


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                    which any such Indebtedness or indebtedness could be so
                    declared due and payable before its stated maturity date;
                    or

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

     (O)  Material Adverse Change

          There occurs a Material Adverse Change.

20.2 Acceleration

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

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

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

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

20.3 Certain Events of Default regarding Principal Subsidiaries

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


                          PART 7: CHANGES TO PARTIES

21. CHANGES TO THE LENDERS

21.1 Assignments and transfers by the Lenders

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

     (A)  assign any of its rights; or

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

     under the Finance Documents to another bank or financial institution or
     with the prior written consent of the Borrower to any other entity (the
     "New Lender") provided that such transfer or assignment is in a minimum
     amount of HK$20,000,000.


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21.2 Conditions of assignment or transfer

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

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

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

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

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

21.3 Assignment or transfer fee

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

21.4 Limitation of responsibility of Existing Lenders

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

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

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


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

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

          and any representations or warranties implied by law are excluded.

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

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

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

          (3)  has received copies of the Finance Documents and all
               documentation and information required by it in connection with
               this transaction; and

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

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

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

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

21.5 Procedure for transfer

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

     (B)  On the Transfer Date specified in the Transfer Certificate (or if
          later, on


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          the date on which the Agent executes the Transfer Certificate):

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

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

          (3)  the New Lender(s) and the Finance Parties shall acquire the same
               rights and assume the same obligations between themselves as
               they would have acquired and assumed had the New Lender(s) been
               original parties to the Finance Documents as Lender(s) with the
               rights and obligations acquired and assumed as a result of such
               transfer (and, to that extent, the Existing Lender(s) and the
               Finance Parties shall each be released from further obligations
               to each other under the Finance Documents); and

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

21.6 Reference Banks

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

21.7 Sub-participations

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

21.8 Limitation of specified indemnities

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


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21.9 Confidentiality

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

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

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

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

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

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

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

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

21.10 Agent's notification

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

21.11 Universal succession

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

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

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

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


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22. CHANGES TO THE BORROWER

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


                          PART 8: THE FINANCE PARTIES

23. AGENT AND SECURITY TRUSTEE

23.1 Appointment

     (A)  Appointment: Each Lender appoints:

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

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

          and authorises each of the Agent and the Security Trustee:

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

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

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

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

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

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23.2 Powers

     Each of the Agent and the Security Trustee and, in the case of paragraphs
     (B) to (K), the Co-ordinating Arrangers and the Lenders, may:

     (A)  assume that:

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

          (2)  no Event of Default or Default has occurred;

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

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

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

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

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

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

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

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

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


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          against all costs, claims, expenses (including legal fees) and
          liabilities which it will or may expend or incur in complying with
          such instructions;

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

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

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

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

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

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

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

23.3 Duties

     Each of the Agent and the Security Trustee shall:

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


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

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

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

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

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

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

23.4 Exoneration

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

     (A)  be bound to enquire as to:

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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


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

23.5 Lenders' indemnity

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

23.6 Disclaimer

     The Agent, the Security Trustee, the Co-ordinating Arrangers and the
     Lenders accept no responsibility to any other Finance Party for the
     accuracy and/or completeness of any information supplied in connection
     with any Finance Document or for the legality, validity, effectiveness,
     adequacy or enforceability of any Finance Document and the Agent, the
     Security Trustee, the Co-ordinating Arrangers and the Lenders shall be
     under no liability to any other Finance Party as a result of taking or
     omitting to take any action in relation to any Finance Document (except in
     the case of its gross negligence or wilful misconduct of the Agent, the
     Security Trustee, the Co-ordinating Arrangers or the Lenders (as the case
     may be)).

23.7 No actions against individuals

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

23.8 Credit appraisals

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


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

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

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

23.9 Extensions of protection to Agent-Related Persons

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

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

23.10 No duties

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

23.11 Foreign security

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

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

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

     (C)  shall enter into such notarial deeds or other deeds or documents as
          are required


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          under any applicable law relating to the security constituted by the
          Security Documents to enable the Agent and the Security Trustee or
          another attorney-in-fact to execute any Security Document on such
          Finance Party's behalf and administer and enforce such security.

23.12 Security Trustee

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

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

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

24. AMENDMENTS AND DECISIONS

24.1 Majority Lender decisions

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

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

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

     (C)  the Agent (or as the case may be, the Security Trustee) may effect,
          on behalf of


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          any Finance Party, any amendment or waiver permitted by this clause;
          and/or

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

24.2 Unanimous consent

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

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

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

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

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

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

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

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

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

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

          (10) a change to the Borrower.

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

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


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24.3 Costs

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

24.4 Administrative determinations

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

24.5 Prior notice

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

24.6 Meaning of all Lenders

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

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

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

     in each case within such time period, such Lender shall be deemed to have
     renounced and waived its right to make any such determination, approval,
     consent or provide instructions to the Agent or the Security Trustee in
     respect of such matter; shall not have any rights, recourse or remedy
     against the Agent or the Security Trustee in respect of such matter; and
     shall be bound (as shall the Borrower) by the determination, approval,
     consent or instructions of the other Lenders in respect of such matter. If
     the Agent gives


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     written notice to the Borrower or any other Borrower Group Company that
     such unanimous consent has been obtained from all of the Lenders then the
     Borrower shall be entitled to assume that all the Lenders acted
     unanimously.

24.7 Lenders to act reasonably

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

25.  RETIREMENT OF AGENT AND SECURITY TRUSTEE

25.1 Notice of resignation

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

25.2 Appointment of successor

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

25.3 Provisions relating to successor

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

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


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25.4 Transfer to Affiliates

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

26. SHARING AMONG LENDERS

26.1 Payments to Lenders

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

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

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

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

26.2 Redistribution of payments

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

26.3 Recovering Lender's rights

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

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

26.4 Reversal of redistribution

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

     (A)  each Lender which has received a share of the relevant Sharing
          Payment pursuant


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

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

26.5 Exceptions

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

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

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

          (2)  the other Lender had an opportunity to participate in those
               legal or arbitration proceedings but did not do so as soon as
               reasonably practicable having received notice or did not take
               separate legal or arbitration proceedings.

27.  PAYMENT MECHANICS

27.1 Payments to the Agent

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

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

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

27.2 Distributions by the Agent

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


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27.3 Distributions to the Borrower

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

27.4 Clawback

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

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

27.5 Partial payments

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

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

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

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

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

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

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

27.6 No set-off by the Borrower

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


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28. ENFORCEMENT OF SECURITY AND DISTRIBUTION OF RECOVERIES

28.1 Enforcement

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

28.2 Recoveries to be held on trust

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

28.3 Perpetuity period

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

28.4 Payment of Taxes

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

28.5 Application of recoveries

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

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

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


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                             PART 9: MISCELLANEOUS

29.  SET-OFF

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

30.  CONDUCT OF BUSINESS BY THE FINANCE PARTIES

     No provision of this Agreement will:

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

     (B)  oblige any Finance Party to investigate or claim any credit, relief,
          remission or repayment available to it or the extent, order and
          manner of any claim; or

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

31.  NOTICES

31.1 Communications through the Agent

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

31.2 Addresses

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

31.3 Deeming provisions

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

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


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

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

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

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

32.  CALCULATIONS AND CERTIFICATES

32.1 Accounts

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

32.2 Certificates and determinations

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

32.3 Day count convention

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

33.  PARTIAL INVALIDITY

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

34.  REMEDIES AND WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of any
     Finance Party, any right or remedy under the Finance Documents shall
     operate as a waiver, nor shall any single or partial exercise of any right
     or remedy prevent any further or other exercise or the


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     exercise of any other right or remedy. The rights and remedies provided in
     this Agreement are cumulative and not exclusive of any rights or remedies
     provided by law.

35.  COUNTERPARTS

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


                    PART 10: GOVERNING LAW AND ENFORCEMENT

36.  GOVERNING LAW

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

37.  ENFORCEMENT

     Jurisdiction of Hong Kong courts:

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

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

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


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                            SCHEDULE 1: THE LENDERS


-------------------------------------------------------------------------------
Name of Lenders                                               Commitment / HK$
-------------------------------------------------------------------------------
AGRICULTURAL BANK OF CHINA, HONG KONG BRANCH                     780,000,000
-------------------------------------------------------------------------------
BANK OF CHINA (HONG KONG) LIMITED                                663,000,000
-------------------------------------------------------------------------------
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED            468,000,000
-------------------------------------------------------------------------------
STANDARD CHARTERED BANK                                          390,000,000
-------------------------------------------------------------------------------
CREDIT AGRICOLE INDOSUEZ, HONG KONG BRANCH                       390,000,000
-------------------------------------------------------------------------------
HANG SENG BANK LIMITED                                           312,000,000
-------------------------------------------------------------------------------
                                                      TOTAL:   3,003,000,000
-------------------------------------------------------------------------------


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                        SCHEDULE 2: CONDITIONS PRECEDENT

1.   Borrower Corporate Documents

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

     (B)  A certified copy of the minutes of a meeting of the executive
          committee of the board of directors of the Borrower at which
          resolutions were passed:

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

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

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

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

     (D)  The Original Financial Statements.

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

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

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

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

2.   Legal opinions

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

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


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3.   Other documents and evidence

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

     (B)  The fees, costs and expenses then due from the Borrower pursuant to
          clause 10 (Fees) and clause 15 (Costs and expenses) have been paid
          (which the Agent will be entitled to assume unless it has received
          written notice to the contrary from any other Lender hereto).

     (C)  Executed copies of each Finance Document (together with all ancillary
          documents relating thereto).

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


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                              SCHEDULE 3: NOTICES

                            PART 1: DRAWDOWN NOTICE

From:      PCCW Limited

To:        Agent

                                                               Date:        [o]

Dear Sirs

HK$3,003,000,000 Term Loan Facility Agreement dated 14 March 2003 with PCCW
Limited as borrower (the "Facility Agreement")

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

We:

(a)  give you notice that we request for an advance under the Facility in an
     amount of HK$[oinsert amount] on [oinsert date];

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

     [o]

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

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

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

(f)  no Material Adverse Change has occurred since the date of the Facility
     Agreement.

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

Yours faithfully
For and on behalf of
PCCW Limited


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


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                            Part 2: Selection Notice

From:      PCCW Limited

To:        Agent

Date:      [o]



Dear Sirs

HK$3,003,000,000 Term Loan Facility Agreement dated 14 March 2003 with PCCW
Limited as borrower (the "Facility Agreement")

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

1.   We refer to the Loan with an Interest Period ending on [o].

2.   We request that the next Interest Period for the Loan is [o] unless, if
     available, this is a 6 Month or longer period and such request is not
     accepted by the Lenders, in which case we shall be deemed to have
     requested the Interest Period of [o one/two/three] Month(s) being the
     Fallback Period.

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



Yours faithfully
For and on behalf of
PCCW Limited



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


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                    SCHEDULE 4: FORM OF TRANSFER CERTIFICATE


To:      The Hongkong and Shanghai Banking Corporation Limited as Agent

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

Date:    [o]



Dear Sirs

HK$3,003,000,000 Term Loan Facility Agreement dated 14 March 2003 with PCCW
Limited as borrower (the "Facility Agreement")

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

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

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

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

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

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

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


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                                  THE SCHEDULE

                   Details of Participation to be transferred


Existing Lender's Commitment                  Portion of Commitment Transferred
   under the Facility

[o]                                           [o]

                                Interest Period

                                      [o]

                      Administrative Details of New Lender

Name of New Lender:

Facility Office:

Address for service of notices (if different):

Account for payments:

Telephone:

Telex:

Facsimile:

Attention:


Date: ________________________________    Date: _______________________________



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



Date: ________________________________



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


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                   SCHEDULE 5: FORM OF ASSIGNMENT UNDERTAKING

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

           Attention: HSBC Agency Department

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

           Attention: Company Secretary

                                                                      [o Date]

                             Assignee's Undertaking

This Assignee's Undertaking relates to a facility agreement (the "Agreement",
which expression shall include any amendments to it in force from time to time)
dated 14 March 2003 between PCCW Limited as Borrower, the financial
institutions listed therein as Co-ordinating Arrangers, the financial
institutions listed in Schedule 1 of the Agreement as Lenders and The Hongkong
and Shanghai Banking Corporation Limited as Agent and Security Trustee. Terms
defined in the Agreement shall have the same meanings in this Assignee's
Undertaking.

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

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

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

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

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

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


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4.   The Assignee confirms that:

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

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

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

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

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

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

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

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

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

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


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


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                       SCHEDULE TO ASSIGNEE'S UNDERTAKING

                    Details of Participation to be assigned


The Loan/Assignor's undrawn Commitment           Portion of Commitment Assigned
       under the Facility

[o]                                              [o]


                                Interest Period

                                      [o]

                       Administrative Details of Assignee


Name of Assignee:

Facility Office:

Address for service of
notices (if different):

Account for payments:

Telephone:

Facsimile No:

Attention:



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

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


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                SCHEDULE 6: FORM OF CONFIDENTIALITY UNDERTAKING


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

Attention: Company Secretary

                                                                      Date: [o]

Dear Sirs

HK$3,003,000,000 Term Loan Facility Agreement dated 14 March 2003 with PCCW
Limited as borrower (the "Facility Agreement")

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

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

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

     (b)  upon written demand from you, to:

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

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

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

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

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

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


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<PAGE>


3.   Nothing in paragraphs 1(a) and (b) of this letter shall apply to any
     Confidential Information which:

     (a)  at the time of its disclosure is in the public domain or comes into
          the public domain for any reason except our failure, or failure on
          the part of any Disclosee, to comply with the terms of this letter;

     (b)  is disclosed on a non-confidential basis;

     (c)  was lawfully in our possession prior to such disclosure; or

     (d)  is subsequently received by us from a third party without obligations
          of confidentiality.

4.   We acknowledge and agree that you may be irreparably harmed by the breach
     of the terms of this letter and that damages may not be an adequate
     remedy.

5.   Our obligations under this letter shall terminate at such time as we
     become a party to the Facility Agreement and bound by the terms thereof.

This letter shall be governed by Hong Kong law.

Yours faithfully
For and on behalf of


_______________________
[Authorized Signatory]
[Title]


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<PAGE>


                   SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE


To:  THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
     (as Agent for the Finance Parties
     participating in the agreement
     referred to below)

                                                                      Date: [o]

HK$3,003,000,000 Term Loan Facility Agreement dated 14 March 2003 with PCCW
Limited as borrower (the "Facility Agreement")

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

Terms and expression defined in the Facility Agreement shall bear the same
meaning herein.

Financial Covenants

We confirm that, in respect of the Relevant Period [o] to [o]:

(A)  EBITDA was HK$[o];

(B)  Net Debt of the Borrower and its Subsidiaries as at the last day of the
     Relevant Period was HK$[o];

(C)  Interest for the Relevant Period was HK$[o]; and

(D)  therefore:

     (1)  the ratio of EBITDA to Interest for such Relevant Period was [o] to
          1; and

     (2)  the ratio of Net Debt of the Borrower Group to EBITDA for such
          Relevant Period was [o] to 1.




......................................................
For and on behalf of [name of auditors] /
PCCW Limited
* delete as appropriate


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<PAGE>


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

SIGNATORIES

THE BORROWER
------------
PCCW LIMITED

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

Facsimile No: (852) 2962 5725

Attention:    Company Secretary

By:  W. Michael Verge                          (Sd)  W. Michael Verge


THE CO-ORDINATING ARRANGERS
---------------------------
AGRICULTURAL BANK OF CHINA, HONG KONG BRANCH

23/F, Tower 1, Admiralty Centre
18 Harcourt Road
Hong Kong

Facsimile No: (852) 2866 0133

Attention: Mr Andy Lee/Ms Connie Lo

By:  Liu Xiao Chun                             (Sd)  Liu Xiao Chun

     Andy Lee                                  (Sd)  Andy Lee


BANK OF CHINA (HONG KONG) LIMITED

17/F, Bank of China Centre
11 Hoi Fai Road
West Kowloon
Hong Kong

Facsimile No: (852) 2526 7478

Attention:    Mr Gary Chan/Ms Maggie Chan/Ms Shirley Leung

By:  Wong Muk Po                               (Sd)  Wong Muk Po


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THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Hongs Division
Corporate Banking
Level 9
1 Queen's Road Central
Hong Kong

Facsimile No: (852) 2877 2959

Attention:    Ms Taisy Liu/Mr Francis Leung

By:  Helen Wong                                (Sd)  Helen Wong


STANDARD CHARTERED BANK

14/F Standard Chartered Building
4-4A Des Voeux Road Central
Hong Kong

Facsimile No: (852) 2821 1339

Attention:    Clara Wong

By:  Grace Fung Oei                            (Sd)  Grace Fung Oei

     Eric Chan                                 (Sd)  Eric Chan


CREDIT AGRICOLE INDOSUEZ, HONG KONG BRANCH

42-45/F, One Exchange Square,
Central
Hong Kong

Facsimile No: (852) 2848 9903

Attention:    Loan Administration Unit - Mr Kingston Ho/Ms Brenda Leung

By:  Nelson Lo                                 (Sd)  Nelson Lo

     Marlene Lam                               (Sd)  Marlene Lam


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<PAGE>


HANG SENG BANK LIMITED

16/F, Hang Seng Tower
Telford Plaza
33 Wai Yip Street
Kowloon Bay
Hong Kong

Facsimile No: (852) 2845 8860

Attention:    Mr C K Lok/Ms Katy Kam

By:  Wing N. Leung                             (Sd)  Wing N. Leung

     Y.T. Ng                                   (Sd)  Y.T. Ng


THE LENDERS
-----------
AGRICULTURAL BANK OF CHINA, HONG KONG BRANCH

23/F, Tower 1, Admiralty Centre
18 Harcourt Road
Hong Kong

Facsimile No: (852) 2866 0133

Attention:    Mr Andy Lee/Ms Connie Lo

By:  Liu Xiao Chun                             (Sd)  Liu Xiao Chun

     Andy Lee                                  (Sd)  Andy Lee


BANK OF CHINA (HONG KONG) LIMITED

17/F, Bank of China Centre
11 Hoi Fai Road
West Kowloon
Hong Kong

Facsimile No: (852) 2526 7478

Attention:    Mr Gary Chan/Ms Maggie Chan/Ms Shirley Leung

By:  Wong Muk Po                               (Sd)  Wong Muk Po


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THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Hongs Division
Corporate Banking
Level 9
1 Queen's Road Central
Hong Kong

Facsimile No: (852) 2877 2959

Attention:    Ms Taisy Liu/Mr Francis Leung

By:  Taisy Liu                                 (Sd)  Taisy Liu


STANDARD CHARTERED BANK

14/F Standard Chartered Building
4-4A Des Voeux Road Central
Hong Kong

Facsimile No: (852) 2821 1339

Attention:    Clara Wong

By:  Grace Fung Oei                            (Sd)  Grace Fung Oei

     Eric Chan                                 (Sd)  Eric Chan


CREDIT AGRICOLE INDOSUEZ, HONG KONG BRANCH

42-45/F, One Exchange Square,
Central
Hong Kong

Facsimile No: (852) 2848 9903

Attention:    Loan Administration Unit - Mr Kingston Ho/Ms Brenda Leung

By:  Nelson Lo                                 (Sd)  Nelson Lo

     Marlene Lam                               (Sd)  Marlene Lam


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HANG SENG BANK LIMITED

16/F, Hang Seng Tower
Telford Plaza
33 Wai Yip Street
Kowloon Bay
Hong Kong

Facsimile No: (852) 2845 8860

Attention:    Mr C K Lok/Ms Katy Kam

By:  Wing N. Leung                             (Sd)  Wing N. Leung

     Y.T. Ng                                   (Sd)  Y.T. Ng


THE AGENT AND THE SECURITY TRUSTEE
----------------------------------
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Level 15
1 Queen's Road Central
Hong Kong

Facsimile No: (852) 2523 4641

Attention:    Loan Agency Syndicated Finance

By:  Donny Lam                                 (Sd)  Donny Lam


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