exv10w17



 




Exhibit 10.17


Execution Copy




CAPACITY LEASE AGREEMENT




     This CAPACITY LEASE AGREEMENT (this “Agreement”) is made and entered into
this 30th day of June, 2004 (the “Effective Date”), by and between EAST ASIA
NETCOM LTD., a company formed and validly existing under the laws of Bermuda
(“EAN Network”) and ASIA NETCOM CORPORATION LIMITED, a company formed and
validly existing under the laws of Bermuda (“Asia Netcom”). EAN Network and
Asia Netcom are sometimes hereinafter referred to as individually a “Party” and
collectively the “Parties”.



     WHEREAS, EAN Network and Asia Netcom and their respective Subsidiaries are
currently wholly-owned indirect Subsidiaries of CNC BVI; and



     WHEREAS, it is contemplated that an initial public offering will be made
of a portion of the capital stock of Asia Netcom’s parent company, China Netcom
Corporation (Hong Kong) Limited, resulting in an indirect partial public
ownership of Asia Netcom;



     WHEREAS, EAN Network and Asia Netcom and their respective Subsidiaries are
each in the business of providing telecommunications services and in connection
therewith, each company has constructed and/or leased fiber optic network(s) to
provide such services to end-users;



     WHEREAS, EAN Network and its Subsidiaries have constructed a high
capacity, long-haul telecommunications network throughout Asia and the
Pacific-Rim region;



     WHEREAS, in the furtherance of each Party’s business, Asia Netcom, for and
on behalf of itself and its Subsidiaries, desires to lease from EAN Network and
its Subsidiaries, and EAN Network, for and on behalf of itself and its
Subsidiaries, desires to provide to Asia Netcom and its Subsidiaries, certain
telecommunications services and other related services as more particularly
described in this Agreement.



     NOW THEREFORE, in consideration of the mutual covenants and promises made
in this Agreement, the sufficiency of which is acknowledged by the Parties, the
Parties hereby agree:



ARTICLE 1



DEFINITIONS AND SCHEDULES




     Section 1.1 Definitions.



          1.1.1 “Acceptance Testing” shall have the meaning ascribed to it in
Section 4.1.



          1.1.2 “Access Point” shall mean any point of presence along the Network,
including any other point of presence as agreed to by the Parties.



          1.1.3 “Additional Capacity” shall have the meaning ascribed to it in
Section 2.2.



 









 





          1.1.4 “Capacity” shall mean the various transmission and carriage of
telecommunications traffic between the Access Points as leased by Asia Netcom
(for and on behalf of itself and its Subsidiaries) and provided by EAN Network
and its Subsidiaries under the terms of this Agreement, including the Initial
Capacity and Additional Capacity as well as all necessary set-up services and
network management services.



          1.1.5 “CNC BVI” shall mean China Netcom Holdings (BVI) Limited, the
ultimate parent company of both EAN Network and Asia Netcom.



          1.1.6 “Completion Notice” shall have the meaning ascribed to it in Section
4.2.



          1.1.7 “Effective Date” shall have the meaning ascribed to it in the
introductory paragraph of this Agreement.



          1.1.8 “Governmental Authority” shall mean any federal, state, regional,
county, city, municipal, local, territorial, or tribal government, whether
foreign or domestic, or any department, agency, bureau or other administrative
or regulatory body obtaining authority from any of the foregoing, including
without limitation, courts, public utilities and similar governmental
authority.



          1.1.9 “Initial Capacity” shall mean 182 STM-1 equivalents of capacity on
the Network, allocated on a Segment-by-Segment basis as set forth in Schedule 1
to this Agreement.



          1.1.10 “Interest Rate” shall mean the interest rate then in effect for
inter-company balances under the Transfer Pricing Policy.



          1.1.11 “Laws and Regulations” shall mean all applicable laws, codes,
ordinances, rules, restrictions, regulations and orders of any federal, state,
regional or any local government (including those resulting from the initiative
or referendum process) and judicial or administrative orders and decrees which
are in effect as of the Effective Date or any time thereafter during the Term.



          1.1.12 “Network” shall mean any and all telecommunications cables, lines,
fiber, conduits, inner-ducts, access manholes, hand-holes, pedestals, boxes,
transmitting, receiving, power and other equipment, systems and devices which
are (now or in the future) used by EAN Network and its Subsidiaries to provide
Capacity to Asia Netcom and its Subsidiaries which are either (i) owned or
installed by EAN Network or its respective Subsidiary or (ii) procured by,
leased to or otherwise acquired by EAN Network or its respective Subsidiary
under a right to use or other similar agreement. A diagram of the Network is
set forth hereto as Schedule 2.



          1.1.13 “Network Service Date” shall mean the date on which EAN Network and
its Subsidiaries begin providing the Initial Capacity to Asia Netcom and its
Subsidiaries over the Network, following successful Acceptance Testing and
delivery of the Completion Notice. Notwithstanding anything herein to the
contrary, the Network Service Date for the Initial Capacity hereunder shall be
the Effective Date of this Agreement.



2









 





          1.1.14 “Performance Standards” shall mean the minimum standards, criteria
and parameters for the performance of the Capacity throughout the Term and any
extension thereof.



          1.1.15 “Person” shall mean any natural person, corporation, partnership,
limited liability company, business trust, joint venture, association, company
or Governmental Authority.



          1.1.16 “Regulatory Approvals” shall mean all local, regional, national
state and federal agreements, studies, findings, permits, approvals,
certifications, licenses and other authorizations required to be obtained or
completed under applicable Laws and Regulations prior to undertaking any
particular activity contemplated by this Agreement.



          1.1.17 “Segment” shall mean a specific individual circuit between Access
Points leased by Asia Netcom (for and on behalf of itself and its Subsidiaries)
and delivered by EAN Network (for and on behalf of itself and its Subsidiaries)
under this Agreement.



          1.1.18 “Relevant Jurisdiction” shall mean a country or jurisdiction
(including the territorial waters) where the Network has an Access Point
including but not limited to Japan, the Republic of Korea, Philippines and
Taiwan.



          1.1.19 “Subsidiary” shall mean, with respect to any Person, any other
entity, of which (a) at least a majority of the securities or other interests
having by their terms ordinary voting power to elect a majority of the board of
directors or others performing similar functions with respect to such entity is
directly or indirectly owned or controlled by such Person or by any one or more
of its Subsidiaries, or by such Person and any one or more of its Subsidiaries
or (b) such Person or any other Subsidiary of such Person is a general partner
(excluding any such partnership where such Person or any Subsidiary of such
Person does not have a majority of the voting interest in such partnership).



          1.1.20 “Tail Connectivity” shall have the meaning set forth in Section
2.4.



          1.1.21 “Term” shall have the meaning ascribed to it in Section 12.1 and
may be extended by Asia Netcom in accordance with Section 12.2.



          1.1.22 “Transfer Pricing Policy” shall mean the transfer pricing policy of
CNC BVI respecting the provision of goods, services and intellectual property
among its Subsidiaries. This policy may be modified from time to time by CNC
BVI, but shall in all cases provide for a fair, arms’ length price for such
goods, services and property, and shall at all times comply with both the
Organization for Economic Cooperation and Development Guidelines for
Multinational Enterprises and Tax Administrations and U.S. Internal Revenue
Code rules for transfer pricing.



     Section 1.2 Schedules. The following Schedules are attached hereto and
incorporated herein by this reference:



3









 





	 	 	 
	

	 	Schedule 1 – Initial Capacity
	

	 	Schedule 2 – Network Diagram







     In the event of any conflict between this Agreement and any of the
Schedules referenced above, this Agreement shall prevail in all cases.



     Section 1.3 Interpretation.



          1.3.1 The headings in this Agreement are for convenience only and shall
not affect its interpretation.



          1.3.2 In this Agreement, unless the context otherwise requires, the
singular shall include the plural and vice versa and reference to a gender
shall include the other genders.



          1.3.3 The Schedules to this Agreement form a part of this Agreement and
any reference therein to this Agreement is a reference to this Agreement and
the said Schedule. In the event of any inconsistency between the text of the
Sections of this Agreement and the Schedules hereto, the text of the Sections
of this Agreement shall be controlling.



          1.3.4 Any reference herein to a Article, Articles, Section or Sections is
a reference to the referenced Article, Articles, Section or Sections of this
Agreement unless otherwise specifically provided.



          1.3.5 Any reference to an entity herein includes such entity’s successors
in title and permitted assigns.



ARTICLE 2



DELIVERY OF TELECOMMUNICATIONS SERVICES




     Section 2.1 Capacity Lease. Commencing on the Network Service Date, Asia
Netcom agrees (for and on behalf of itself and its Subsidiaries) to lease from
EAN Network and its Subsidiaries, and EAN Network agrees (for and on behalf of
itself and its Subsidiaries) to deliver to Asia Netcom and its Subsidiaries,
the Initial Capacity in the amount set forth in Schedule 1.



     Section 2.2 Additional Capacity. Asia Netcom may order (for and on behalf
of itself and its Subsidiaries) from EAN Network and its Subsidiaries, and EAN
Network may agree (for and on behalf of itself and its Subsidiaries) to deliver
to Asia Netcom and its Subsidiaries, capacity in addition to the Initial
Capacity (hereafter “Additional Capacity”). Any order for Additional Capacity
shall be made in writing by Asia Netcom and shall contain, among other things,
an accurate description of such Additional Capacity, fair market pricing for
such Additional Capacity that has been mutually agreed between the Parties, and
any other operation or technical information necessary for EAN Network and its
Subsidiaries to activate such Additional Capacity. Any such order for
Additional Capacity shall not be effective unless and until signed by
authorized representatives for both Parties. For the avoidance of doubt,
nothing in this Agreement shall obligate EAN Network (for and on behalf of
itself or its Subsidiaries) to accept any order for Additional Capacity from
Asia Netcom (for and on behalf of itself or its Subsidiaries).



4









 





     Section 2.3 Interconnection. EAN Network and its Subsidiaries shall
permit Asia Netcom or any of its respective Subsidiaries to interconnect the
communications system of Asia Netcom and such Subsidiaries with the Capacity at
each of the Access Points of EAN Network or any of its respective Subsidiaries.
In addition, EAN Network or its Subsidiaries shall permit Asia Netcom or its
Subsidiaries to connect to the facilities of the backhaul suppliers and/or
local exchange carrier of Asia Netcom or its Subsidiary. In the event that EAN
Network or its Subsidiary has already established a connection between its
Access Point and the point of presence of the designated backhaul supplier
and/or local exchange carrier of Asia Netcom or its Subsidiary, EAN Network or
its respective Subsidiary shall cooperate with such local exchange carrier to
provide connectivity to Asia Netcom or its respective Subsidiary. EAN Network
or its respective Subsidiary must provide to Asia Netcom or its respective
Subsidiary all circuit facility assignment information, firm order commitment
information and the design layout records necessary to enable Asia Netcom or
its respective Subsidiary to make the necessary cross-connection between the
Capacity and such designated backhaul supplier and/or local exchange carrier of
Asia Netcom or its respective Subsidiary. EAN Network (for and on behalf of
itself or its respective Subsidiary) may charge Asia Netcom (for and on behalf
of itself or its respective Subsidiary) for the pro-rata share of reasonable
and actual expenses incurred by EAN Network or its respective Subsidiary in
making such connection(s). EAN Network’s billing for the Capacity will commence
once it has installed and tested the Capacity up to the cross-connect circuit
on the side of EAN Network or its respective Subsidiary. EAN Network makes no
representation or warranty (whether for and on behalf of itself or its
respective Subsidiary) respecting the availability or performance of services
or networks supplied by third parties.



     Section 2.4 Tail Connectivity. Upon request by Asia Netcom (for and on
behalf of itself or its respective Subsidiary), EAN Network agrees (for and on
behalf of itself or its respective Subsidiary) to use its best efforts to
provide to Asia Netcom or its respective Subsidiary with connectivity between
Access Points and end-users in the Relevant Jurisdictions (“Tail Connectivity”)
to the extent that Asia Netcom or its respective Subsidiary is not otherwise
authorized to provide such services in such Relevant Jurisdictions. Any such
order for Tail Connectivity shall be in writing and signed by authorized
representatives for both Parties.



ARTICLE 3



PAYMENTS




     Section 3.1 Payment of Initial Capacity. Commencing on the Network
Service Date and continuing until the date of termination of this Agreement in
accordance with its terms, Asia Netcom (for and on behalf of itself and its
Subsidiaries) shall pay US$1,696,649 each quarter in arrears to EAN Network
(for and on behalf of itself and its Subsidiaries) for the Initial Capacity.
EAN Network shall invoice Asia Netcom for such amount in accordance with
Section 3.4, provided that the amount payable in respect of Initial Capacity on
the last invoice presented hereunder shall be prorated based on the number of
days from the first day of the last quarter until the date of termination of
this Agreement in accordance with its terms.



     Section 3.2 Payment of Additional Capacity. Quarterly during each
calendar year, EAN Network shall determine whether Asia Netcom has leased
Additional Capacity (whether for and on behalf of itself or its Subsidiaries)
and the



5









 





amount to be paid, quarterly in arrears, by Asia Netcom hereunder for such
Additional Capacity. EAN Network shall invoice Asia Netcom for such amount in
accordance with Section 3.4, provided that the amount payable in respect of
Additional Capacity on the last invoice presented hereunder shall be prorated
based on the number of days from the first day of the last quarter until the
date of termination of this Agreement in accordance with its terms.




     Section 3.3 Payment for Tail Connectivity. The price charged to Asia
Netcom by EAN Network for the Tail Connectivity shall be EAN Network’s lowest
wholesale price charged to its best customers, without discount.
Notwithstanding the foregoing, in the cases where an unrelated carrier pursuant
to a contract with EAN Network provides the Tail Connectivity, the charge for
such Tail Connectivity shall equal the amount charged to EAN Network by such
unrelated carrier, without surcharge. Such amounts shall be paid by Asia Netcom
to EAN Network quarterly in arrears. EAN Network shall invoice Asia Netcom for
such amount in accordance with Section 3.4; provided that the amount payable in
respect of Tail Connectivity on the last invoice presented hereunder shall be
prorated based on the number of days from the first day of the last quarter
until the date of termination of this Agreement in accordance with its terms.



     Section 3.4 Payment of Invoices. Asia Netcom agrees that all invoices
presented by EAN Network under this Agreement shall become due and payable
thirty (30) days after the date of Asia Netcom’s receipt of said invoice.
Except as otherwise provided herein or as otherwise agreed upon between the
Parties, all payments made by Asia Netcom hereunder shall be in U.S. Dollars.
Any sums not paid by Asia Netcom when due and payable under this Section 3.4
shall bear interest at the Interest Rate from the due date for payment up to
but not including the date that such sum is paid. EAN Network’s invoices shall
include, and Asia Netcom agrees to pay, all applicable taxes required to be
collected by EAN Network (for and on behalf of itself and its respective
Subsidiaries). The form of EAN Network’s invoices shall comply with all
applicable Laws and Regulations



ARTICLE 4



ACCEPTANCE TESTING AND COMPLETION




     Section 4.1 Acceptance Testing. Prior to providing the Capacity
hereunder, EAN Network and its Subsidiaries shall be entitled to test the
Capacity in accordance with the standard procedures of EAN Network and its
Subsidiaries and generally accepted industry practices (“Acceptance Testing”).
EAN Network (for and on behalf of itself or its respective Subsidiary) shall
provide Asia Netcom (for and on behalf of itself or its respective Subsidiary)
with prior notice of the date and time of Acceptance Testing and Asia Netcom or
its respective Subsidiary shall have the right, but not the obligation, at its
own cost and expense, to be present to observe the Acceptance Testing.



     Section 4.2 Completion Notice. When the results of the Acceptance Testing
show that the tested Capacity is operating substantially in conformity with the
applicable specifications therefore, EAN Network (for and on behalf of itself
or its respective Subsidiary) shall provide written notice thereof to Asia
Netcom (for and on behalf of itself or its respective Subsidiary) (a
“Completion Notice”), which Completion Notice shall set forth the date upon
which EAN Network or its respective



6









 





Subsidiary will commence delivery of the Capacity to Asia Netcom or its
respective Subsidiary.




     Section 4.3 Portability. Following activation of any Segment of the
Capacity, Asia Netcom (for and on behalf of itself and its Subsidiaries), shall
have the option to elect, subject to availability, to exchange such Segment of
Capacity for an alternative Segment or Segments of Capacity of equal or greater
value anywhere on the Network. Any Segment of the Capacity that is exchanged
pursuant to this Section 4.3 will be valued for the purpose of such exchange at
fair market value at the date of the exchange.



ARTICLE 5



OPERATIONS




     Section 5.1 Configuration. Asia Netcom or any of its respective
Subsidiaries may (at its sole cost and expense) determine any network and
service configuration or designs, routing configurations, re-grooming,
rearrangement or consolidation of channels or circuits and all related
functions with regard to use of the Capacity; provided, such control and
responsibility by Asia Netcom or any of its respective Subsidiaries shall not
adversely affect the use by any other Person of the Network and/or any
electronic or optronic equipment used by such Person in connection therewith.
Notwithstanding the foregoing, EAN Network and its Subsidiaries shall have full
and complete control, authority and responsibility for determining any network
and system configuration or designs or changes therein, network and system
upgrades, routing configuration or rearrangement and all related functions with
regard to the provision of Capacity.



     Section 5.2 Equipment. Asia Netcom (for and on behalf of itself and its
Subsidiaries) acknowledges and agrees that EAN Network and its Subsidiaries are
not supplying nor are EAN Network and its Subsidiaries obligated to supply to
Asia Netcom and its Subsidiaries any optronic or electronic equipment or
related facilities for use of the Capacity, all of which are the sole
responsibility of Asia Netcom and its Subsidiaries, nor is EAN Network or any
of its Subsidiaries responsible for performing any work other than as specified
in this Agreement.



ARTICLE 6



MAINTENANCE AND REPAIR




     Section 6.1 Maintenance. Should any condition exist in any Capacity that
may impair the integrity of such Capacity, EAN Network or its respective
Subsidiary shall take reasonable actions to initiate or cause to be initiated
maintenance on such Capacity which may include the deactivation of such
Capacity. EAN Network (for and on behalf of itself or its respective
Subsidiary) shall, to the extent reasonably practicable, advise Asia Netcom
(for and on behalf of itself or its respective Subsidiary) in writing at least
ten (10) days prior to the initiation of a planned maintenance operation which
will or is likely to interfere with the operation of the Capacity, and of the
timing and scope of such planned maintenance operation. EAN Network or its
respective Subsidiary may (but shall not be obligated to) transfer the Capacity
from one system to another upon reasonable advance notice from EAN Network (for
and on behalf of itself or its respective Subsidiary) to Asia Netcom (for and
on behalf of itself or its respective Subsidiary). Such transfer shall be
effected in



7









 





such a way as to minimize, to the extent reasonably possible, the extent
and duration of any disruption in the operation of the Capacity.




     Section 6.2 Renewals and Replacements. Throughout the Term and any
extensions thereof, EAN Network and its Subsidiaries shall at their sole cost
and expense make all renewals and replacements to its Network as shall be
necessary to satisfy all Performance Standards.



ARTICLE 7



USE OF CAPACITY




     Section 7.1 Authorizations. Asia Netcom (for and on behalf of itself or
its respective Subsidiary) represents and warrants to EAN Network (for and on
behalf of itself or its respective Subsidiary) that Asia Netcom and its
Subsidiaries have the required rights, licenses and governmental authorizations
to utilize the Capacity and that Asia Netcom and its Subsidiaries will use the
Capacity in compliance with all Laws and Regulations.



     Section 7.2 Use of Capacity. Subject to the provisions of this Agreement,
Asia Netcom and its Subsidiaries may use the Capacity for any lawful purpose.
Asia Netcom (for and on behalf of itself and its Subsidiaries) acknowledges and
agrees that the rights of Asia Netcom and its Subsidiaries are limited to the
use of the Capacity only, and that Asia Netcom and its Subsidiaries shall keep
the Network free from any liens, rights or claims of any third party
attributable to Asia Netcom or any of its Subsidiaries.



     Section 7.3 Interference. Asia Netcom and its Subsidiaries shall not use
the Capacity in a way that interferes with or otherwise adversely affects the
use of the Network or capacity therein by any other Person. Asia Netcom and its
Subsidiaries shall bear the costs of any additional protective apparatus
reasonably required to be installed because of permitted transferees of Asia
Netcom or any of its Subsidiaries, or any customer or customers of Asia Netcom
or any of its Subsidiaries. EAN Network and its Subsidiaries will use
reasonable efforts to cause all other lessees or purchasers of capacity in the
Network to undertake obligations comparable to those of Asia Netcom and its
Subsidiaries set forth in this Section 7.3 and Asia Netcom and its Subsidiaries
shall cause all permitted users of any of the Capacity to undertake comparable
obligations.



ARTICLE 8



REGULATORY COMPLIANCE




     Section 8.1 Regulatory Approvals. Prior to delivering any Capacity
hereunder, EAN Network and its Subsidiaries, at their sole expense, shall
obtain all Regulatory Approvals necessary to provide the Capacity. EAN Network
and its Subsidiaries shall maintain such Regulatory Approvals in full force and
effect throughout the Term and any extensions thereof. In addition, EAN Network
and its Subsidiaries shall obtain and maintain in full force and effect
throughout the Term all Regulatory Approvals necessary for the proper
maintenance and operation of its Network.



8









 





     Section 8.2 Delivery of Capacity. The Parties (for and on behalf of
themselves and their respective Subsidiaries) acknowledge and agree that the
obligations to be performed hereunder by EAN Network and its Subsidiaries with
respect to the services and property located in a Relevant Jurisdiction shall
be performed or provided to Asia Netcom or its Subsidiaries by the respective
entity among EAN Network and its respective Subsidiaries that is incorporated
or formed in that Relevant Jurisdiction or which possesses the proper
regulatory authorization to deliver Capacity in that Relevant Jurisdiction.



ARTICLE 9



REPRESENTATIONS AND WARRANTIES; COVENANTS




     Section 9.1 Each Party (for and on behalf of itself and its respective
Subsidiaries) represents and warrants that: (i) such Party and each of its
respective Subsidiaries has the full right and authority to enter into,
execute, deliver and perform its obligations under this Agreement; (ii) such
Party and each of its respective Subsidiaries has taken all requisite corporate
action to approve the execution, delivery and performance of this Agreement;
(iii) this Agreement constitutes a legal, valid and binding obligation
enforceable against such Party (for and on behalf of itself and its
Subsidiaries) in accordance with its terms, subject to bankruptcy, insolvency,
creditors’ rights and general equitable principles; and (iv) the execution of
and performance under this Agreement by such Party (for and on behalf of itself
and its Subsidiaries) shall not violate any applicable existing Laws and
Regulations.



     Section 9.2 Each Party covenants and agrees that its shall procure the
performance of each of its respective Subsidiaries in accordance with the terms
of this Agreement.



ARTICLE 10



LIMITATION OF LIABILITY




     Notwithstanding any provision of this Agreement to the contrary, neither
Party shall be liable to the other Party hereunder for any special, incidental,
indirect, punitive or consequential damages, or damages for lost profits, lost
income or lost revenue, whether foreseeable or not, arising out of, or in
connection with the failure of such Party or its respective Subsidiaries to
perform its respective obligations hereunder (whether arising out of
transmission interruptions or problems, any interruption or degradation of
service or otherwise), whether occasioned by any construction, reconstruction,
relocation, repair or maintenance performed by, or failed to be performed by,
the other Party or its respective Subsidiaries or any other cause whatsoever,
including breach of contract, breach of warranty, negligence, or strict
liability, all claims for which damages are hereby specifically waived.
Nothing contained herein shall operate as a limitation on the right of either
Party hereto or its respective Subsidiaries to bring an action for damages
against any third Party, including claims for indirect, special or
consequential damages, based on any acts or omissions of such third Party.



9









 





ARTICLE 11



FORCE MAJEURE




     Except with respect to a Party’s obligations to pay monies due hereunder,
neither Party shall be in default under this Agreement if and to the extent
that any failure or delay in the performance by such Party or any of its
respective Subsidiaries of one or more of its obligations hereunder is caused
by any of the following conditions, and the performance by such Party or any of
its respective Subsidiaries of such obligation or obligations shall be excused
and extended for and during the period of any such delay: act of God; fire;
flood; fiber, cable, conduit or other material failures, shortages or
unavailability or other delay in delivery not resulting from the failure of the
responsible Party or any of its respective Subsidiaries to timely place orders
therefore; lack of or delay in transportation; Laws and Regulations; war or
civil disorder; or any other cause beyond the reasonable control of such Party
or its respective Subsidiaries (each a “Force Majeure Event”). The Party
claiming relief under this Article (for and on behalf of itself or any of its
respective Subsidiaries) shall notify the other Party in writing of the
existence of the event relied on and the cessation or termination of said
event.



ARTICLE 12



TERM AND TERMINATION




     Section 12.1 Term. This Agreement shall be effective upon the Effective
Date commencing on the Effective Date and shall continue in full force and
effect for an initial period of three (3) years thereafter (the “Term”).



     Section 12.2 Extension of Agreement Term. Asia Netcom may, at its option,
extend the Term of this Agreement at fair market pricing to be mutually agreed
by both parties for one (1) subsequent period of three (3) years by delivering
written notice to EAN Network no later than three (3) months in advance of the
expiration of the initial Term. All other terms and conditions of this
Agreement shall apply during any such extension. Any such extension is subject
to the transactions contemplated under this Agreement complying with the
relevant provisions of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited governing connected transactions at the
time of the extension and that The Stock Exchange of Hong Kong Limited granting
a waiver from the announcement and independent shareholders’ approval
requirements with respect to the transactions contemplated under this
Agreement, where necessary.



     Section 12.3 Defaults; Limitations of Liability.



          12.3.1 An “Event of Default” exists under this Agreement upon the
following events:



          (a) a Party fails to comply with or perform any material term, provision,
covenant, agreement, or obligation contained in this Agreement including,
without limitation, payment of applicable charges and fees hereunder, and such
failure is not cured or corrected within ten (10) business days, in the case of
non-payment, and within thirty (30) days, in all other cases, from the date the
non-defaulting party gives written notice of such default, or, with respect to
defaults other than payment defaults, if such default is not capable of being
cured within such thirty (30)-day



10









 





period despite the exercise of diligent, commercially reasonable efforts,
within such longer period necessary to effect a cure;




          (b) a Party makes a general assignment for the benefit of its creditors,
initiates a voluntary petition in bankruptcy or any petition or answer seeking,
consenting to or acquiescing in reorganization, arrangement, adjustment,
composition, liquidation, dissolution or similar relief; or



          (c) an involuntary petition in bankruptcy, other insolvency protection
against a Party is filed and not dismissed within one hundred twenty (120)
days.



          12.3.2 Upon the occurrence of an Event of Default either Party may
terminate all or a portion of this Agreement following the delivery of written
notice to the other Party specifying the scope of termination, which
termination shall be effective on the date such notice is delivered or such
other later date as specified in the notice or, subject to Article 10, pursue
any of its other available legal and equitable remedies relating to such Event
of Default, including an action for damages, specific performance and/or
injunctive relief.



     Section 12.4 Termination For Convenience. Notwithstanding anything herein
to the contrary, either Party (for and on behalf of itself and its
Subsidiaries) may in its sole discretion teminate this Agreement upon thirty
(30) days prior written notice to the other Party.



ARTICLE 13



ASSIGNMENT




     Section 13.1 Neither Party may assign, encumber or otherwise transfer this
Agreement without the prior written consent of the other Party, provided that,
however, Asia Netcom shall have the right, without EAN Network’s consent, but
with prior written notice to EAN Network, to assign, delegate or otherwise
transfer this Agreement and any right or obligations arising hereunder to an
Subsidiary, provided that such Subsidiary shall agree in writing to be subject
to all of the provisions of this Agreement.



     Section 13.2 This Agreement and each of the Parties’ respective rights and
obligations under this Agreement, shall be binding upon and shall inure to the
benefit of the Parties hereto and each of their respective permitted successors
and assigns.



ARTICLE 14



CONFIDENTIALITY




     Section 14.1 The Parties agree (for and on behalf of themselves and their
respective Subsidiaries) that if either Party or its respective Subsidiaries
provides confidential or proprietary information to the other Party or its
respective Subsidiaries (“Proprietary Information”), such Proprietary
Information shall be held in confidence, and the receiving Party or its
respective Subsidiary shall afford such Proprietary Information the same care
and protection as it affords generally to its own confidential and proprietary
information (which in any case shall be not less than reasonable care) in order
to avoid disclosure to or unauthorized use by any third Party.



11









 





The Parties acknowledge and agree (for and on behalf of themselves and
their respective Subsidiaries) that all information disclosed by either Party
or its respective Subsidiaries to the other Party or its respective
Subsidiaries in connection with or pursuant to this Agreement shall be deemed
to be Proprietary Information, provided that verbal information is indicated as
being confidential or proprietary when given. All Proprietary Information,
unless otherwise specified in writing, shall remain the property of the
disclosing Party or its respective Subsidiary, shall be used by the receiving
Party or its respective Subsidiaries only for the intended purpose, and such
written Proprietary Information, including all copies thereof, shall be
returned to the disclosing Party or its respective Subsidiary or destroyed
after the need of the receiving Party or its respective Subsidiaries for such
information has expired or upon the request of the disclosing Party or its
respective Subsidiary. Proprietary Information shall not be reproduced except
to the extent necessary to accomplish the purpose and intent of this Agreement,
or as otherwise may be permitted in writing by the disclosing Party or its
respective Subsidiary.




     Section 14.2 The foregoing provisions of Section 14.1 shall not apply to
any Proprietary Information which (i) becomes publicly available other than
through the disclosing Party; (ii) is required to be disclosed by a Law or
Regulation; (iii) is independently developed by the receiving Party; or (iv)
becomes available to the receiving Party without restriction from a third
Party.



     Section 14.3 Notwithstanding Sections 14.1 and 14.2 either Party and its
respective Subsidiaries may disclose Proprietary Information to its employees,
agents, lenders, funding partners and legal and financial advisors to the
extent necessary or appropriate in connection with the negotiation and/or
performance of this Agreement or in obtaining financing, provided that each
such Party is notified of the confidential and proprietary nature of such
Proprietary Information and is subject to or agrees to be bound by similar
restrictions on its use and disclosure.



     Section 14.4 Neither Party shall issue any public announcement or press
release relating to the execution of this Agreement without the prior approval
of the other Party, which approval shall not be unreasonably withheld.



     Section 14.5 In the event either Party or its respective Subsidiaries
shall be required to disclose all or any part of this Agreement in, or attach
all or any part of this Agreement to, any regulatory filing or statement, each
Party agrees to discuss and work cooperatively, in good faith, with the other
Party, to protect, to the extent possible, those items or matters which the
other Party or its respective Subsidiary deems confidential and which may, in
accordance with applicable laws, be deleted there from.



     Section 14.6 The provisions of this Article 14 shall survive expiration or
termination of this Agreement.



ARTICLE 15



DISPUTE RESOLUTION




     If the Parties are unable to resolve any service or performance issues or
if there is a material breach of this Agreement that has not been corrected
within thirty (30) days of receipt of notice of such breach, the Chairman of
the Board of Directors



12









 





of EAN Network and the CFO of Asia Netcom, will meet promptly to review
and resolve those issues in good faith.




ARTICLE 16



CHOICE OF LAW AND FORUM




     This Agreement shall be governed and construed under and pursuant to the
laws of Hong Kong Special Administrative Region. Any dispute arising under the
terms hereof shall be heard only before courts of competent jurisdiction in
Hong Kong S.A.R.



ARTICLE 17



NOTICES




     All notices or other communications which are required or permitted herein
shall be in writing and sufficient if delivered personally, sent by prepaid
overnight air courier, or sent by registered or certified mail, postage
prepaid, return receipt requested, or by facsimile with follow up next day
commercial hand delivery, addressed as follows:



	 	 	 	 	 
	 	 	IF TO ASIA NETCOM:
	 
	 	 	 	 
	 

	 	 	 	Asia Netcom Corporation Limited
	

	 	 	 	46/F Cheung Kong Centre
	

	 	 	 	2 Queen’s Road, Central
	

	 	 	 	Hong Kong SAR
	

	 	 	 	Attn: General Counsel
	

	 	 	 	Facsimile +852-2121-2819
	 
	 	 	 	 
	 	 	IF TO EAN NETWORK:
	 
	 	 	 	 
	

	 	 	 	East Asia Netcom Ltd.
	

	 	 	 	c/o 46/F Cheung Kong Centre
	

	 	 	 	2 Queen’s Road, Central
	

	 	 	 	Hong Kong SAR
	

	 	 	 	Attn: General Counsel
	

	 	 	 	Facsimile +852-2121-2819







or at such other address as the Party to whom notice is to be given may have
furnished to the other Party in writing in accordance herewith. Any such
communication shall be deemed to have been given when delivered if delivered
personally, on the business day after dispatch if sent by overnight air
courier, or on the third business day after posting if sent by pre-paid, first
class mail.




ARTICLE 18



MISCELLANEOUS




     Section 18.1 Entire Agreement; Amendment. This Agreement constitutes the entire and final agreement and understanding
between the Parties with respect to the subject matter hereof and supersedes
all prior agreements relating to the subject



13









 





matter hereof, which are of no further force or effect. The Schedules referred to herein are integral parts
hereof and are hereby made a part of this Agreement. This Agreement may only be
modified or supplemented by an instrument in writing executed by a duly
authorized representative of each Party.




     Section 18.2 Agency. The relationship between Asia Netcom and EAN Network and
their respective Subsidiaries shall not be that of partners, agents, or joint
venture partners, and nothing contained in this Agreement shall be deemed to
constitute a partnership or agency agreement between any of them for any
purposes, including but not limited to tax purposes.



     Section 18.3 Severability. If any provision of this Agreement shall be
declared invalid or unenforceable under applicable law, said provision shall be
ineffective only to the extent of such declaration and shall not affect the
remaining provisions of this Agreement. In the event that a material and
fundamental provision of this Agreement is declared invalid or unenforceable
under applicable law, the Parties shall negotiate in good faith respecting an
amendment hereto which would preserve, to the fullest extent possible, the
respective benefits and burdens imposed on each Party under this Agreement as
originally executed.



     Section 18.4 Joint Work Product. The Parties acknowledge that this Agreement
is the joint work product of the Parties. Accordingly, in the event of
ambiguities in this Agreement, no inferences shall be drawn against either
Party on the basis of authorship of this Agreement.



     Section 18.5 Waivers. The failure of either Party to insist on strict
performance of any provision of this Agreement shall not be construed as a
waiver of such provision in any other instance.



     Section 18.6 Exclusivity. This Agreement shall not be exclusive as to either
Party and nothing herein shall prevent Asia Netcom or EAN Network (or any of
their respective Subsidiaries) from contracting with other parties to provide
or receive services to or on behalf of Asia Netcom or EAN Network (or any of
their respective Subsidiaries).



     Section 18.7 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.



[Signature Page Follows]




14









 






     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.



	 	 	 	 	 
	EAST ASIA NETCOM LTD.

	 	ASIA NETCOM CORPORATION LIMITED
	 
	 	 
	By:
	/s/
Gregory Freiberg


	 	By:
	/s/ Wenlong Sun

	Name: Gregory Freiberg

	 	Name: Wenlong Sun
	Title: Director

	 	Title: Director







Signature Page to the Capacity Lease Agreement




 









 








SCHEDULE 1

INITIAL CAPACITY




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STM-1	 	 	 	 
	CIRCUIT ID	 	BANDWIDTH	 	Equivalent	 	LOCATION A	 	LOCATION Z
	HKNGP-TKYOP-ANC-IRU-VC4-0199
	 	STM-1	 	 	1	 	 	TOKYO	 	HONG KONG
	SGPEP-TKYOP-ANC-IRU-VC4-0200
	 	STM-1	 	 	1	 	 	TOKYO	 	SINGAPORE
	HKNGP-SGPEP-ANC-IRU-VC4-0198
	 	STM-1	 	 	1	 	 	HONG KONG	 	SINGAPORE
	EACHKGCHA/WS02-EACSNGTAI/WS02 VC4S3001
	 	STM-1	 	 	1	 	 	HONG KONG (MEGA)	 	SINGAPORE
	EACHKGCHA/WS02-EACSNGTAI/WS02 VC4S3002
	 	STM-1	 	 	1	 	 	HONG KONG (MEGA)	 	SINGAPORE
	EACJHBMEN/WS01-IPLHKGYIP/WS02 VC4S13001
	 	STM-1	 	 	1	 	 	JOHOR BAHRU	 	HONG KONG (SINO)
	EACMAKAYA/WS01-EACSNGTAI/WS02 VC4S13001
	 	STM-1	 	 	1	 	 	MAKATI	 	SINGAPORE
	EACSNGTAI/WS02-EACMAKAYA/WS01 VC4S13002
	 	STM-1	 	 	1	 	 	MAKATI	 	SINGAPORE
	EACMAKAYA/WS01-IPLTPEYAN/WS01 VC4S13001
	 	STM-1	 	 	1	 	 	MAKATI	 	TAIPEI
	EACMAKAYA/WS01-IPLTPEYAN/WS01 VC4S13002
	 	STM-1	 	 	1	 	 	MAKATI	 	TAIPEI
	EACSELSEO/WS01-IPLTYONIH/WS02 VC4S1001
	 	STM-1	 	 	1	 	 	SEOUL	 	NIHONBASHI
	EACSNGTAI/WS02-EACHKGCHA/WS01 VC4S13001
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG (MEGA)
	EACSNGTAI/WS02-IPLHKGYIP/WS01 VC4S1001
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG (SINO)
	EACSNGTAI/WS02-IPLHKGYIP/WS02 VC4S3001
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG (SINO)
	EACSNGTAI/WS02-IPLTYOTOR/WS01 VC4S13001
	 	STM-1	 	 	1	 	 	SINGAPORE	 	TORANOMON
	IPLHKGYIP/WS01-EACMAKAYA/WS01 VC4S13001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	MAKATI
	IPLHKGYIP/WS01-EACSELSEO/WS01 VC4S1001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	SEOUL
	IPLHKGYIP/WS01-IPLTPEYAN/WS01 VC4S1001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	TAIPEI
	IPLHKGYIP/WS01-IPLTPEYAN/WS01 VC4S3001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	TAIPEI
	EACHKGCHA/WS01-IPLTYONIH/WS02 VC4S13001
	 	STM-1	 	 	1	 	 	HONG KONG (MEGA)	 	NIHONBASHI
	EACHKGCHA/WS01-IPLTYONIH/WS02 VC4S13002
	 	STM-1	 	 	1	 	 	HONG KONG (MEGA)	 	NIHONBASHI
	IPLHKGYIP/WS01-IPLTYONIH/WS02 VC4S3002
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	NIHONBASHI
	IPLHKGYIP/WS02-EACSELSEO/WS01 VC4S3001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	SEOUL
	IPLHKGYIP/WS02-EACSELSEO/WS01 VC4S3002
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	SEOUL
	IPLHKGYIP/WS02-IPLTPEYAN/WS01 VC4S13002
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	TAIPEI
	IPLHKGYIP/WS02-IPLTPEYAN/WS01 VC4S3001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	TAIPEI
	IPLHKGYIP/WS02-IPLTPEYAN/WS02 VC4S1001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	TAIPEI
	IPLHKGYIP/WS02-IPLTYOTOR/WS01 VC4S13001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	TORANOMON
	IPLOSAHIG/WS01-IPLTYOTOR/WS01 VC4S1001
	 	STM-1	 	 	1	 	 	OSAKA	 	TORANOMON
	IPLTPEYAN/WS02-IPLTYONIH/WS02 VC4S13001
	 	STM-1	 	 	1	 	 	TAIPEI	 	NIHONBASHI
	EACSELSEO/WS01-IPLTYONIH/WS02 VC4S1002
	 	STM-1	 	 	1	 	 	SEOUL	 	NIHONBASHI
	IPLHKGYIP/WS02-IPLTYONIH/WS02 VC4S13001
	 	STM-1	 	 	1	 	 	HONG KONG (SINO)	 	NIHONBASHI
	HKG/GIP-TOKYO/GIP VC4S001
	 	STM-1	 	 	1	 	 	HONGKONG	 	TORANOMON
	HKG/GIP-TOKYO/GIP VC4S002
	 	STM-1	 	 	1	 	 	HONGKONG	 	TORANOMON
	TOKYJP/AGC-HNKNHK/AGC-VC4-1000
	 	STM-1	 	 	1	 	 	TORANOMON	 	HONGKONG
	TOKYJP/AGC-HNKNHK/AGC-VC4-1001
	 	STM-1	 	 	1	 	 	TORANOMON	 	HONGKONG
	TOKYJP/AGC-TAIPTW/AGC-VC5-1000
	 	STM-4	 	 	4	 	 	TORANOMON	 	TAIPEI
	TOKYJP/AGC-TAIPTW/AGC-VC5-1001
	 	STM-4	 	 	4	 	 	TORANOMON	 	TAIPEI
	SEULP-TKYOP-ANC-IRU-VC5-0516
	 	STM-4	 	 	4	 	 	SEOUL	 	TORANOMON
	SEULP-TKYOP-ANC-IRU-VC5-0517
	 	STM-4	 	 	4	 	 	SEOUL	 	TORANOMON
	TOKYJP/AGC-SEOLKO/AGC-VC5-1000
	 	STM-4	 	 	4	 	 	TORANOMON	 	SEOUL
	TOKYJP/AGC-SEOLKO/AGC-VC5-1001
	 	STM-4	 	 	4	 	 	TORANOMON	 	SEOUL
	TOKYJP/AGC-SINGSI/AGC-VC4-1001
	 	STM-1	 	 	1	 	 	TORANOMON	 	SINGAPORE
	MKTIPH/AGC-TOKYJP/AGC-VC4-0001
	 	STM-1	 	 	1	 	 	MANILA	 	TORANOMON





Schedule 1


 









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STM-1	 	 	 	 
	CIRCUIT ID	 	BANDWIDTH	 	Equivalent	 	LOCATION A	 	LOCATION Z
	TOKYJP/AGC-OSAKJP/AGC-VC5-1000
	 	STM-4	 	 	4	 	 	TORANOMON	 	OSAKA
	TOKYJP/AGC-OSAKJP/AGC-VC5-1001
	 	STM-4	 	 	4	 	 	TORANOMON	 	OSAKA
	TOKYJP/AGC-OSAKJP/AGC-VC5-1002
	 	STM-4	 	 	4	 	 	TORANOMON	 	OSAKA
	TOKYJP/AGC-OSAKJP/AGC-VC5-1003
	 	STM-4	 	 	4	 	 	TORANOMON	 	OSAKA
	HONGKONG/GIP-TAIPEI/GIP-VC5SU001
	 	STM-4	 	 	4	 	 	HONGKONG	 	TAIPEI
	HNKNHK/AGC-SINGSI/AGC-VC4-1000
	 	STM-1	 	 	1	 	 	HONGKONG	 	SINGAPORE
	HKNGP-SGPEP-ANC-IRU-VC4-0342
	 	STM-1	 	 	1	 	 	HONGKONG	 	SINGAPORE
	SEULP-HKNGP-ANC-IRU-VC4-0372
	 	STM-1	 	 	1	 	 	SEOUL	 	HONGKONG
	SEULP-HKNGP-ANC-IRU-VC4-0373
	 	STM-1	 	 	1	 	 	SEOUL	 	HONGKONG
	TKYOP-HKNGP-ANC-IRU-VC5-0453
	 	STM-4	 	 	4	 	 	TPOP	 	MEGA HK
	TKYOP-HKNGP-ANC-IRU-VC5-0454
	 	STM-4	 	 	4	 	 	TPOP	 	MEGA HK
	TKYOP-MKTCP-ANC-IRU-VC4-0530
	 	STM-1	 	 	1	 	 	TPOP	 	MANILA
	HKNGP-MKATP-ANC-IRU-VC4-0531
	 	STM-1	 	 	1	 	 	HK MEGA	 	MANILA
	TORNP-SEULP-ANC-IRU-VC5-0558
	 	STM-4	 	 	4	 	 	TPOP	 	SEOUL
	TORNP-SEULP-ANC-IRU-VC5-0559
	 	STM-4	 	 	4	 	 	TPOP	 	SEOUL
	TORNP-TPEIP-ANC-IRU-VC5-0560
	 	STM-4	 	 	4	 	 	TPOP	 	TPE3
	HKNGP-TPEIP-ANC-IRU-VC5-0561
	 	STM-4	 	 	4	 	 	HKG SINO	 	TPE3
	SGPEP-HKNGP-ANC-IRU-VC4-0617
	 	STM-1	 	 	1	 	 	SIN1	 	HK1
	SGPEP-HKNGP-ANC-IRU-VC4-0618
	 	STM-1	 	 	1	 	 	SIN1	 	HK1
	TKYOP-MNLAP-ANC-IRU-VC4-0616
	 	STM-1	 	 	1	 	 	NRT1	 	MNL1
	SEOUL/VPN-TOKYO/VPN VC4SU001
	 	STM-1	 	 	1	 	 	SEOUL	 	TOKYO
	TAIPEI/VPN-TOKYO/VPN-VC4SU001
	 	STM-1	 	 	1	 	 	TAIPEI	 	TOKYO
	HONGKONG/VPN-TOKYO/VPN VC4SU001
	 	STM-1	 	 	1	 	 	HONG KONG	 	TOKYO
	TAIPEI/VPN-HONGKONG/VPN VC4SU001
	 	STM-1	 	 	1	 	 	TAIPEI	 	HONG KONG
	SEOUL/VPN-TAIPEI/VPN VC4SU001
	 	STM-1	 	 	1	 	 	SEOUL	 	TAIPEI
	SINGAPORE/VPN-HONGKONG/VPN-VC4SU001
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG
	SINGSI/AGC-STTLWA/AGC-VC4-1000
	 	STM-1	 	 	1	 	 	SINGAPORE	 	SEATTLE
	SGPEP-HKNGR-STH-IPL-VC4-0003
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG
	SGPEP-HKNGP-STH-IPL-VC4-0010
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG
	SGPEP-HKNGP-STH-IPL-VC4-0020
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG
	HKNGP-SGPEP-STH-IPL-VC4-0021
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG
	SGPEP-HKNGP-STH-IPL-VC4-0015
	 	STM-1	 	 	1	 	 	SINGAPORE	 	HONG KONG
	SGPEP-TKYOP-STH-IPL-VC4-0017
	 	STM-1	 	 	1	 	 	SINGAPORE	 	TOKYO
	SGPEP-TKYOP-STH-IPL-VC4-0018
	 	STM-1	 	 	1	 	 	SINGAPORE	 	TOKYO
	SGPEP-TKYOP-STH-IPL-VC4-0019
	 	STM-1	 	 	1	 	 	SINGAPORE	 	TOKYO
	TPEIP-HKNGP-CWA-IPL-VC4-0010
	 	STM-1	 	 	1	 	 	TAIPEI	 	HONG KONG
	TOKYJP/MCI-MKTIPH/MCI-VC4-1000
	 	STM-1	 	 	1	 	 	TOKYO	 	MANILA
	SHIMJP/MCI-SEOLKO/MCI-VC4-1000
	 	STM-1	 	 	1	 	 	SHIMA	 	SEOUL
	HKNGR-TPEIR-UNI-IPL-VC4-0002
	 	STM-1	 	 	1	 	 	HONG KONG	 	TAIPEI
	TKYOC-MNLAP-MCI-IPL-VC4-0001
	 	STM-1	 	 	1	 	 	TOKYO	 	MANILA
	TKYOP-MNLAP-MCI-IPL-VC4-0002
	 	STM-1	 	 	1	 	 	TOKYO	 	MANILA
	HKNGR-TPEIP-CNC-IPL-VC4-0011
	 	STM-1	 	 	1	 	 	HONG KONG	 	TAIPEI
	HKNGP-LSAGR-BTN-IPL-VC4-0017
	 	STM-1	 	 	1	 	 	HONG KONG	 	LOS ANGELES
	HKNGR-LSAGR-CNC-IPL-VC4-0023
	 	STM-1	 	 	1	 	 	HONG KONG	 	LOS ANGELES
	HKNGR-LSAGR-CNC-IPL-VC4-0024
	 	STM-1	 	 	1	 	 	HONG KONG	 	LOS ANGELES
	HKNGR-LSAGR-CNC-IPL-VC4-0026
	 	STM-1	 	 	1	 	 	HONG KONG	 	LOS ANGELES
	HKNGR-LSAGR-CNC-IPL-VC4-0025
	 	STM-1	 	 	1	 	 	HONG KONG	 	LOS ANGELES
	SGPEP-TKYOP-STH-IPL-VC5-0014
	 	STM-4	 	 	4	 	 	SINGAPORE	 	TOKYO
	SEULP-SIMAP-DCC-IPL-VC5-0043
	 	STM-4	 	 	4	 	 	SEOUL	 	SHIMA





Schedule 1


 









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STM-1	 	 	 	 
	CIRCUIT ID	 	BANDWIDTH	 	Equivalent	 	LOCATION A	 	LOCATION Z
	SEULP-SIMAP-DCC-IPL-VC5-0042
	 	STM-4	 	 	4	 	 	SEOUL	 	SHIMA
	CHOFU/MSC-SNGAPORE/MSC-VC4-1000
	 	STM-1	 	 	1	 	 	SINGAPORE	 	TOKYO
	SINGSI/MSC-TOKYJP/MSC-VC4-1000
	 	STM-1	 	 	1	 	 	SINGAPORE	 	TOKYO
	HONGKONG/QST-TOKYO/QST --VC4SU116
	 	STM-1	 	 	1	 	 	HONGKONG	 	TOKYO
	HONGKONG/QST-TOKYO/QST --VC4SU117
	 	STM-1	 	 	1	 	 	HONGKONG	 	TOKYO
	HONGKONG/QST-TOKYO/QST --VC4SU112
	 	STM-1	 	 	1	 	 	HONGKONG	 	TOKYO
	HONGKONG/QST-TOKYO/QST --VC4SU106
	 	STM-1	 	 	1	 	 	HONGKONG	 	TOKYO
	HONGKONG/QST-TOKYO/QST --VC4SU109
	 	STM-1	 	 	1	 	 	HONGKONG	 	TOKYO
	HONGKONG/QST-TOKYO/QST --VC4SU108
	 	STM-1	 	 	1	 	 	HONGKONG	 	TOKYO
	HONGKONG/QST-TOKYO/QST/ --VC6SU103
	 	STM-16	 	 	16	 	 	HONGKONG	 	TOKYO
	HKNGP-AHIMP-ANC-IPL-VC5-0219
	 	STM4	 	 	4	 	 	HONGKONG	 	ANAHEIM
	 
	 	 	 	 	
 	 	 	 	 	 
	 
	 	 	 	 	182	 	 	 	 	 
	 
	 	 	 	 	
 	 	 	 	 	 





Schedule 1


 









 









SCHEDULE 2

NETWORK SYSTEM DIAGRAM









Schedule 2





 










 





Execution Copy




AMENDMENT NO. 1 TO




CAPACITY LEASE AGREEMENT




     This AMENDMENT NO. 1 TO CAPACITY LEASE AGREEMENT is made and entered into
this 6th day of October, 2004, by and between EAST ASIA NETCOM LTD., a company
formed and validly existing under the laws of Bermuda (“EAN Network”) and ASIA
NETCOM CORPORATION LIMITED, a company formed and validly existing under the
laws of Bermuda (“Asia Netcom”). EAN Network and Asia Netcom are sometimes
hereinafter referred to as collectively the “Parties”.



     WHEREAS, Asia Netcom and EAN Network entered into a certain capacity lease
agreement (the “Capacity Lease Agreement”) dated June 30, 2004;



     WHEREAS, Asia Netcom and EAN Network desire to make certain amendments to
the Capacity Lease Agreement relating to the term and termination.



     NOW THEREFORE, in consideration of the mutual covenants and promises made
in this Agreement, the sufficiency of which is acknowledged by the Parties, the
Parties hereby agree that Section 12.1, or “Term and Termination—Term”, of the
Capacity Lease Agreement, shall be deleted in its entirety and replaced with
the following:



     “Section 12.1 Term. This Agreement shall be effective upon the Effective
Date commencing on the Effective Date and shall continue in full force and
effect until December 31, 2006 (the “Term”).”



 









 





     IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to
Capacity Lease Agreement as of the date first written above.



	 	 	 
	EAST ASIA NETCOM LTD.

	 	ASIA NETCOM CORPORATION LIMITED
	 
	 	 
	By:    /s/ Gregory Freiberg

	 	By:    /s/ Sun Wenlong
	
 

	 	
 
	Name: Gregory Freiberg

	 	Name: Sun Wenlong