09:10 FIRST PACIFIC<00142> - Announcement & Resumption (9) which date is expected to be on or before 18 January, 2005 or such other date as the Issuer, the Guarantor and UBS AG may agree. "Conditions" The terms and conditions of the Notes. "Directors" The directors of the Guarantor. "Early Redemption Amount" For each US$10,000 principal amount of the Notes, the amount determined to represent for the holder of the Note a gross yield of 5.625 per cent. per annum. "Exchange Period" The period beginning on and after 17 February 2005, and ending at the close of business on the date which falls 10 days prior to the Maturity Date or if the Notes shall have been called for redemption prior to the Maturity Date, on the date which falls 10 days prior to the date fixed for redemption. "Exchange Property" The 6,784,091 PLDT Shares deposited in a designated account with a custodian, and shall include all securities and other property arising out of or derived or resulting therefrom and such other property, in each case as may be deemed or required to comprise all or part of the Exchange Property pursuant to the Conditions. "Exchange Right" The right of a holder of Notes to exchange such Notes during the Exchange Period for a pro rata share of Exchange Property. "Group" The Guarantor together with its subsidiaries. "Guarantee" The guarantee by the Guarantor of the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes and the due and punctual performance by the Issuer of all of the Issuer's other obligations under the Notes. "Guarantor" First Pacific Company Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange. "Hong Kong" The Hong Kong Special Administrative Region of the People's Republic of China. "Issuer" First Pacific Finance Limited, a company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Guarantor. "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange. "Maturity Date" The date expected to be 18 January 2010, or such other date on which the Notes mature. "Notes" The US$199,000,000 Zero Coupon Guaranteed Exchangeable Notes due 2010, exchangeable into common stocks of par value Php 5.00 each of PLDT. "PLDT" Philippine Long Distance Telephone Company (currently an associated company of the Guarantor). "PLDT group" PLDT together with its subsidiaries. "PLDT Shares" Fully paid common stock of par value Php 5.00 each in the capital of PLDT and all other