EX-10.16 CAPACITY PURCHASE AGREEMENT



 





EXHIBIT 10.16




Execution Copy




CAPACITY PURCHASE 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 desires
to acquire, and EAN Network desires to provide to Asia Netcom, an indefeasible
right to use a certain amount of telecommunications capacity on the Network (as
defined below) in accordance with the terms and conditions set forth herein.



     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 4.3.



          1.1.2 “Capacity” shall mean the specific circuits between the End Points
purchased 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 that are (i) described as Initial Capacity on Part A of
Schedule 1 and delivered to Asia Netcom and its Subsidiaries from EAN Network
and its Subsidiaries hereunder and (ii) described as Overhang Capacity on Part
B of Schedule 1 and activated by Asia Netcom (for and on behalf of itself and
its Subsidiaries) for delivery



 









 





from EAN Network and its Subsidiaries in accordance with Section 4.2, with
each individual circuit of each thereof being referred to as a “Segment”.
Future orders for Capacity not described on Part A or Part B of Schedule 1
shall be delivered by EAN Network and its Subsidiaries only if a written order
covering such future Capacity has been made by Asia Netcom (for and on behalf
of itself or any of its Subsidiaries) to EAN Network (for and on behalf of
itself or any of its Subsidiaries) on or prior to the third (3rd) anniversary
of the Effective Date containing, among other things, an accurate description
of such future Capacity, fair market pricing for such future Capacity agreeable
to both Parties and any other operation or technical information necessary for
EAN Network and its Subsidiaries to activate such future Capacity. Any such
order for future Capacity shall not be effective unless and until signed by
authorized representatives for both Parties and then such future Capacity shall
then be included in the definition of “Capacity” hereunder and shall be
delivered by EAN Network and its Subsidiaries in accordance with the terms and
conditions of this Agreement.




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



          1.1.4 “Commencement Date” for the Initial Capacity or any Segment of the
Overhang Capacity activated hereunder shall be the date upon which EAN Network
delivers a Completion Notice to Asia Netcom for the Initial Capacity or such
Segment of Overhang Capacity activated hereunder.



          1.1.5 “Completion Notice” shall have the meaning ascribed to it in Section
4.4.



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



          1.1.7 “End Point” shall mean the originating or terminating point for the
Capacity and shall be located in a facility or other point of presence that is
owned, leased or otherwise used by EAN Network and its Subsidiaries to
accommodate fiber optic transmission and/or associated ancillary equipment as
set forth in Schedule 3.



          1.1.8 “Excused Outage” shall mean any outage unavailability, delay or
other degradation of service related to, associated with or caused by, Planned
Maintenance events, third party network service providers which are not
otherwise contracted by EAN Network to provide the Capacity, Asia Netcom’s
action or inactions, Asia Netcom provided power or equipment or a Force Majeure
Event as defined by Article 12.



          1.1.9 “Force Majeure Event” shall have the meaning ascribed to it in
Article 12.



          1.1.10 “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.



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          1.1.11 “Initial Capacity” shall mean 178 STM-1 equivalents of capacity on
the Network allocated on a Segment-by-Segment basis as set forth in Part A of
Schedule 1 to this Agreement.



          1.1.12 “IRU” shall have the meaning ascribed to it in Section 2.1.



          1.1.13 “IRU Fee” for any portion of the Capacity shall mean the fee for
such portion of the Capacity specified in Schedule 2.



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



          1.1.15 “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.



          1.1.16 “Network” shall mean the East Asia Crossing Submarine Cable System,
including the various terrestrial backhaul systems, as more generally described
on Schedule 3 of this Agreement.



          1.1.17
“Notification Date ” shall have the meaning ascribed to it in
Section 4.2.



          1.1.18 “O&M Fee” shall mean the operations and maintenance fee specified
in Schedule 2, subject to adjustment as set forth in this Agreement.



          1.1.19 “Overhang Capacity” shall mean a maximum of 67 STM-1 equivalents of
capacity on the Network allocated on a Segment-by-Segment basis or
customer-by-customer basis, in each case as set forth in Part B of Schedule 1
to this Agreement.



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



          1.1.21 “Planned Maintenance” means any preventative, routine or scheduled
maintenance which is performed on the Capacity, the Network, or any other
component thereof. EAN Network shall endeavor to provide Asia Netcom with
notice of any Planned Maintenance in accordance with Article 7 of this
Agreement.



          1.1.22 “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.



          1.1.23 “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.



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          1.1.24 “Required Rights” shall mean all rights, licenses, permits,
authorizations, rights-of-way, easements and other agreements which are
necessary for EAN Network to obtain in order to permit EAN Network to
construct, install and to operate and maintain the Network in accordance with
this Agreement and to convey the IRU in the Capacity to Asia Netcom.



          1.1.25 “Segment” shall have the meaning ascribed to it in the definition
of “Capacity”.



          1.1.26 “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).



          1.1.27 “Term” shall have the meaning ascribed to it in Section 13.1.



          1.1.28 “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.



          1.1.29 “Wet Portion” shall mean the portion (and only that portion) of the
Network that is installed undersea between the respective cable landing
stations, but excluding such landing stations or their associated facilities.



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



	 	 	 
	

	 	Schedule 1 – Initial and Overhang Capacity
	

	 	Schedule 2 – Fees
	

	 	Schedule 3 – 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.



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          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 an 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



GRANT OF IRU




     Section 2.1 Grant of IRU. As of the Commencement Date of any Segment of
the Capacity activated hereunder, EAN Network (for and on behalf of itself and
its Subsidiaries) hereby grants to Asia Netcom and its Subsidiaries, and Asia
Netcom (for and on behalf of itself and its Subsidiaries) hereby accepts, an
exclusive indefeasible right of use in such Capacity, together with a
non-exclusive, undivided right to use the relevant optical fibers and optronic
and electrical equipment in the Wet Portion of the Network necessary to
transmit such Capacity, all upon and subject to the terms and conditions set
forth in this Agreement (collectively the “IRU”).



     Section 2.2 Term of IRU For Each Segment. The IRU for each Segment of
Capacity activated hereunder shall begin on the Commencement Date for such
Segment and shall end on the earlier of (a) the termination date set forth on
Schedule 1 with respect to such Segment or (b) the termination of this
Agreement in accordance with its terms.



     Section 2.3 Termination of IRU by Supermajority. Notwithstanding any thing
herein to the contrary, the IRUs granted hereunder may terminate prior to the
end of the Term in the event EAN Network and the holders of not less than 85%
of capacity on the Wet Portion of the Network (the “Supermajority”) jointly
elect to retire the Wet Portion of the Network in accordance with this Section.
Early retirement of the Network shall occur only upon the unanimous vote of
each of EAN Network and the Supermajority.



     Section 2.4 No Rights Upon Expiration of Term of IRU. Upon the
termination of the IRU for each particular Segment, all rights to use the
Capacity represented by such Segment shall revert to EAN Network without
reimbursement of any of the IRU Fee or other sums, costs, fees or payments
previously made by Asia Netcom with respect thereto, and from and after such
time, Asia Netcom shall have no further rights or obligations hereunder with
respect thereto unless such rights or obligations are specifically provided
herein to survive the termination of the IRU for such Segment.



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ARTICLE 3



FEES




     Section 3.1 IRU Fee. Asia Netcom shall pay (for and on behalf of itself
and its Subsidiaries) to EAN Network (for and on behalf of itself and its
Subsidiaries) the IRU Fee for the Initial Capacity or any Segment of the
Overhang Capacity activated hereunder as compensation for the IRU granted
hereunder with respect to such Capacity and the performance by EAN Network and
its Subsidiaries of their respective obligations hereunder. The IRU Fee for the
Initial Capacity and each Segment of the Overhang Capacity activated hereunder
are set forth in Schedule 2 and shall be paid in the manner and at the times
set forth in this Article 3 and Schedule 2.



     Section 3.2 O&M Fee. During the Term, Asia Netcom shall pay (for and on
behalf of itself and its Subsidiaries) to EAN Network (for and on behalf of
itself and its Subsidiaries) the O&M Fee for the Capacity as set forth in
Schedule 2. The O&M Fee for the Capacity shall be due and payable by Asia
Netcom (for and on behalf of itself and its Subsidiaries) in accordance with
Schedule 2. The O&M Fee for the Capacity shall be prorated for the first
quarter based on the number of days until the first day of the following
quarter and for the last quarter based on the number of days from the first day
of such quarter until expiration of the Term.



     Section 3.3 Increase in O&M Fee. The O&M Fee shall be increased on the
first day of each calendar year by the increase, if any, in the Consumer Price
Index, All Urban Consumers (CPI-U), U.S. City Average, published by the United
States Department of Labor, Bureau of Labor Statistics, for the preceding
twelve (12) month period. In the event such index shall cease to be computed
or published, EAN Network may (for and on behalf of itself and its
Subsidiaries), in its reasonable discretion, designate a successor index to be
used in determining any increase to the O&M Fee.



     Section 3.4 Responsibility for Taxes. All payments made by Asia Netcom
(for and on behalf of itself and its Subsidiaries) under this Article shall be
made without any deduction or withholding for or on account of any tax, duty or
other charges of whatever nature imposed on Asia Netcom or its Subsidiaries by
any taxing or governmental authority (collectively “Taxes”). If Asia Netcom or
any of its Subsidiaries is or was required by law to make any deduction or
withholding from any payment due hereunder to EAN Network (for and on behalf of
itself and its Subsidiaries), then, notwithstanding anything to the contrary
contained in this Agreement, the gross amount payable by Asia Netcom (for and
on behalf of itself and its Subsidiaries) to EAN Network (for and on behalf of
itself and its Subsidiaries) will be increased so that, after any such
deduction or withholding for Taxes, the net amount received by EAN Network (for
and on behalf of itself and its Subsidiaries) will not be less than EAN Network
(for and on behalf of itself and its Subsidiaries) would have received had no
such deduction or withholding been required. If any taxing or governmental
authority asserts that Asia Netcom or any of its Subsidiaries should have made
a deduction or withholding for or on account of any Taxes with respect to all
or a portion of any payments made hereunder, or that EAN Network (for and on
behalf of itself and its Subsidiaries) should have collected certain Taxes from
Asia Netcom (for and on behalf of itself and its Subsidiaries) which EAN
Network did not collect, Asia Netcom (for and on behalf of itself and its
Subsidiaries) hereby agrees to indemnify EAN Network and its Subsidiaries for
such Taxes and hold EAN



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Network and its Subsidiaries harmless on an after-tax basis from and
against any Taxes, interest or penalties levied or asserted in connection
therewith.




     Section 3.5 Payment of Invoices. Asia Netcom (for and on behalf of itself
and its Subsidiaries) agrees that all invoices presented by EAN Network (for
and on behalf of itself and its Subsidiaries) hereunder shall become due and
payable in accordance with the terms of this Agreement. Except as otherwise
provided herein or as otherwise agreed upon between the Parties, all payments
made by Asia Netcom (for and on behalf of itself and its Subsidiaries)
hereunder shall be in U.S. Dollars. Any sums not paid by Asia Netcom (for and
on behalf of itself and its Subsidiaries) when due and payable under this
Section 3.5 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 (for and on behalf of itself and its
Subsidiaries) 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



PURCHASE OF CAPACITY




     Section 4.1 Initial Capacity. On and from the Commencement Date for the
Initial Capacity, Asia Netcom agrees (for and on behalf of itself and its
Subsidiaries) to purchase 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, each Segment of the Initial Capacity in the
amount set forth in Part A of Schedule 1 in accordance with the terms and
conditions of this Agreement. Notwithstanding anything herein to the contrary,
the Commencement Date for the Initial Capacity hereunder shall be the Effective
Date of this Agreement.



     Section 4.2 Overhang Capacity. From time to time, upon written
notification to EAN Network (the date of such notification being a
“Notification Date”), Asia Netcom may order (for and on behalf of itself and
its Subsidiaries) activation of any Segment of Overhang Capacity set forth on
Part B of Schedule 1 from EAN Network and its Subsidiaries. Such written notice
from Asia Netcom to EAN Network shall identify the Segment of Overhang Capacity
to be activated and provide any operational or technical information necessary
for EAN Network and its Subsidiaries to proceed with such activation. On and
from the Commencement Date for any such Segment of Overhang Capacity, Asia
Netcom agrees (for and on behalf of itself and its Subsidiaries) to purchase
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, such Segment of Overhang Capacity in accordance with the terms
and conditions of this Agreement. The Parties shall cooperate to ensure that
Overhang Capacity activated hereunder is activated by the dates reasonably
requested by Asia Netcom.



     Section 4.3 Acceptance Testing. Prior to the Commencement Date with
respect to the Initial Capacity or any Segment of the Overhang Capacity
activated hereunder, EAN Network and its Subsidiaries shall be entitled to test
such Initial Capacity or Segment of the Overhang Capacity activated hereunder
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



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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 4.4 Completion Notice. Upon successful completion of the
Acceptance Testing with respect to the Initial Capacity or any Segment of the
Overhang Capacity activated hereunder, EAN Network (for and on behalf of itself
and its Subsidiaries) shall provide written notice of the same to Asia Netcom
(for and on behalf of itself and its Subsidiaries) (a “Completion Notice”),
which Completion Notice shall set forth, among other things, the date upon
which EAN Network and its Subsidiaries will commence delivery of the Initial
Capacity or such Segment of the Overhang Capacity activated hereunder to Asia
Netcom and its Subsidiaries. Notwithstanding the foregoing, Asia Netcom and its
Subsidiaries shall not be entitled to use the Capacity until after payment in
full of the IRU Fee that has become due and payable by Asia Netcom (for and on
behalf of itself and its Subsidiaries).



     Section 4.5 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 4.5 will be valued for the purpose of such exchange at
fair market value at the date of the exchange.



ARTICLE 5



INTERCONNECTION




     Subject to payment of mutually agreed fees and charges related thereto and
to the extent practicable, EAN Network and its Subsidiaries shall permit Asia
Netcom and its Subsidiaries to interconnect their respective communications
systems with the Capacity at the End Points. The Capacity shall terminate at an
optical termination panel within a designated portion of each End Point
facility, and Asia Netcom and its Subsidiaries shall be permitted to
cross-connect the Capacity with and into either (i) any local carrier
(including EAN Network and its Subsidiaries) selected by Asia Netcom or any of
its Subsidiaries or (ii) the optronic or electronic equipment of Asia Netcom or
any of its Subsidiaries located at the End Points but only if Asia Netcom has
previously entered into EAN Network’s standard Collocation Space License
Agreement for the location of any such equipment. EAN Network (for and on
behalf of itself and its Subsidiaries) makes no representation or warranty
respecting the availability or performance of services or networks supplied by
Asia Netcom, its Subsidiaries or third parties.



ARTICLE 6



OPERATIONS




     Section 6.1 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



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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 6.2 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 7



MAINTENANCE AND REPAIR




     Should any condition exist in the Capacity that may impair the integrity
of such Capacity, EAN Network and its Subsidiaries shall take reasonable
actions to initiate or cause to be initiated maintenance on such Capacity in
accordance with the then current operations and maintenance procedures in
effect for such Capacity, which may include the deactivation of the Capacity.
EAN Network and its Subsidiaries shall, to the extent reasonably practicable,
advise Asia Netcom (for and on behalf of itself and its Subsidiaries) in
writing at least seven (7) days prior to the initiation of any Planned
Maintenance which will or is likely to interfere with the operation of the
Capacity, and of the timing and scope of such Planned Maintenance.



ARTICLE 8



USE OF CAPACITY




     Section 8.1 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 to utilize the Capacity and that Asia
Netcom and its Subsidiaries will use the Capacity in compliance with all Laws
and Regulations.



     Section 8.2 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 8.3 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



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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 8.3 and Asia Netcom and its Subsidiaries shall cause all
permitted users of any of the Capacity to undertake comparable obligations.




ARTICLE 9



REGULATORY COMPLIANCE




     Section 9.1 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.



     Section 9.2 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 10



REPRESENTATIONS AND WARRANTIES; COVENANTS




     Section 10.1 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 10.2 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.



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ARTICLE 11



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.



ARTICLE 12



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 13



TERM AND TERMINATION




     Section 13.1 Term. This Agreement shall be effective upon the Effective
Date and shall continue in full force and effect until the date which is the
earlier of (i) the contract term for any Segment of the Capacity activated
hereunder or (ii) the date of termination of this Agreement in accordance with
its terms (the “Term”).



     Section 13.2 Defaults; Limitations of Liability.



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



11









 





          (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 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.



          13.2.2 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 11, 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.



ARTICLE 14



ASSIGNMENT




     Section 14.1 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 14.2 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 15



CONFIDENTIALITY




     Section 15.1 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



12









 





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. 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 15.2 The foregoing provisions of Section 15.1 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 15.3 Notwithstanding Sections 15.1 and 15.2 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 15.4 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 15.5 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 15.6 The provisions of this Article 15 shall survive expiration or
termination of this Agreement.



13









 





ARTICLE 16



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



ARTICLE 17



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 18



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.




14









 








ARTICLE 19



MISCELLANEOUS




     Section 19.1 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 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 19.2 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 19.3 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 19.4 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 19.5 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 19.6 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 19.7 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]




15









 








     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:                                                         

	 	By:                                                         
	Name:

	 	Name:
	Title:

	 	Title:







Signature Page to Capacity Purchase Agreement




 









 








SCHEDULE 1




Part A

Initial Capacity




Asia Netcom




Customer IRU List as at June 20, 2004 (per Service Delivery Team)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	STM-1 EQUIVALENT TO	 	 
	ITEM_NO	 	CIRCUIT ID	BANDWIDTH	BE PURCHASED	 	LOCATION A
	AXLAC0837/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1000	 	STM-1	 	 	1.00	 	 	SINGAPORE
	AXLAC0838/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1001	 	STM-1	 	 	1.00	 	 	SINGAPORE
	AX0401142/01
	 	SINGSI/STH-SNJSCA/STH-VC4-1000	 	STM-1	 	 	1.00	 	 	SINGAPORE
	AXLAC0819/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1002	 	STM-1	 	 	1.00	 	 	SINGAPORE
	AXLAC0820/01
	 	SINGSI/STH-SNJSCA/STH-VC4-1001	 	STM-1	 	 	1.00	 	 	SINGAPORE
	AXLAC0015/01
	 	SINGSI/STH-STTLWA/STH-VC4-1000	 	STM-1	 	 	1.00	 	 	SEATTLE
	AXLAC0806/01
	 	HONGKONG/STH-SHIMA/STH --VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0817/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1003	 	STM-1	 	 	1.00	 	 	SINGAPORE
	AX0304074/01
	 	SEOLKO/DCC-SINGSI/DCC --VC4SU001	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0304043/03
	 	SEOLKO/DCC-USCALA/DCC --VC4SU003	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0304043/01
	 	SEOLKO/DCC-USCALA/DCC --VC4SU001	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0304043/02
	 	SEOLKO/DCC-USCALA/DCC --VC4SU002	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0301096/01
	 	SEOLKO/DCC-LSANCA/DCC-VC4-1000	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0301096/02
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1002	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0301096/03
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1003	 	STM-1	 	 	1.00	 	 	SEOUL
	AXLAC0814/01
	 	MKTIPH/AGC-LSANCA/AGC-VC4-1000	 	STM-1	 	 	1.00	 	 	MAKATICITY
	AX0304055/01
	 	MAKATI/DDP-LOSANGELES/DDP--VC4SU002	 	STM-1	 	 	1.00	 	 	MAKATICITY
	AX0309162/01
	 	MNLAP-PTVLP-DDP-IRU-VC4-0042	 	STM-1	 	 	1.00	 	 	MANILA
	AX0404166/01
	 	MKTCP-TKYOP-DDP-IRU-VC4-0048	 	STM-1	 	 	1.00	 	 	MAKATICITY
	AX0312213/01
	 	MNLAP-LSAGP-HGC-IRU-VC4-0015	 	STM-1	 	 	1.00	 	 	MANILA
	AX0401048/01
	 	MNLAP-TKYOP-HGC-IRU-VC4-0016	 	STM-1	 	 	1.00	 	 	MANILA
	AX0401049/01
	 	MNLAP-HKNGP-HGC-IRU-VC4-0017	 	STM-1	 	 	1.00	 	 	MANILA
	AXLAC0914/01
	 	HONGKONG/HGC-TAIPEI/HGC -VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0915/01
	 	TAIPEI/HGC-TOKYO/HGC -- VC4SU001	 	STM-1	 	 	1.00	 	 	TAIPEI
	AX0312089/01
	 	HKNGP-TKYOP-HGC-IRU-VC4-0014	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0911/01
	 	HONGKONG/HGC-LOSANGELES/HGC --VC4SU003	 	STM-1	 	 	1.00	 	 	HONGKONG







     

[Additional columns below]
[Continued from above table, first column(s) repeated]



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CONTRACT TERM
	ITEM_NO	 	CIRCUIT ID	 	LOCATION Z	 	(NO. OF MONTHS)
	AXLAC0837/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1000	 	TOKYO	 	 	180	 
	AXLAC0838/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1001	 	TOKYO	 	 	180	 
	AX0401142/01
	 	SINGSI/STH-SNJSCA/STH-VC4-1000	 	LOSANGELES	 	 	180	 
	AXLAC0819/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1002	 	TOKYO	 	 	180	 
	AXLAC0820/01
	 	SINGSI/STH-SNJSCA/STH-VC4-1001	 	SANJOSE	 	 	180	 
	AXLAC0015/01
	 	SINGSI/STH-STTLWA/STH-VC4-1000	 	SINGAPORE	 	 	180	 
	AXLAC0806/01
	 	HONGKONG/STH-SHIMA/STH --VC4SU001	 	SHIMA	 	 	180	 
	AXLAC0817/01
	 	SINGSI/STH-TOKYJP/STH-VC4-1003	 	TOKYO	 	 	180	 
	AX0304074/01
	 	SEOLKO/DCC-SINGSI/DCC --VC4SU001	 	SINGAPORE	 	 	180	 
	AX0304043/03
	 	SEOLKO/DCC-USCALA/DCC --VC4SU003	 	LOSANGELES	 	 	180	 
	AX0304043/01
	 	SEOLKO/DCC-USCALA/DCC --VC4SU001	 	LOSANGELES	 	 	180	 
	AX0304043/02
	 	SEOLKO/DCC-USCALA/DCC --VC4SU002	 	LOSANGELES	 	 	180	 
	AX0301096/01
	 	SEOLKO/DCC-LSANCA/DCC-VC4-1000	 	LOSANGELES	 	 	180	 
	AX0301096/02
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1002	 	SUNNYVALE	 	 	60	 
	AX0301096/03
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1003	 	SUNNYVALE	 	 	60	 
	AXLAC0814/01
	 	MKTIPH/AGC-LSANCA/AGC-VC4-1000	 	LOSANGELES	 	 	180	 
	AX0304055/01
	 	MAKATI/DDP-LOSANGELES/DDP--VC4SU002	 	LOSANGELES	 	 	180	 
	AX0309162/01
	 	MNLAP-PTVLP-DDP-IRU-VC4-0042	 	PORTVILA	 	 	180	 
	AX0404166/01
	 	MKTCP-TKYOP-DDP-IRU-VC4-0048	 	TOKYO	 	 	180	 
	AX0312213/01
	 	MNLAP-LSAGP-HGC-IRU-VC4-0015	 	LOSANGELES	 	 	180	 
	AX0401048/01
	 	MNLAP-TKYOP-HGC-IRU-VC4-0016	 	TOKYO	 	 	180	 
	AX0401049/01
	 	MNLAP-HKNGP-HGC-IRU-VC4-0017	 	HONGKONG	 	 	180	 
	AXLAC0914/01
	 	HONGKONG/HGC-TAIPEI/HGC -VC4SU001	 	TAIPEI	 	 	180	 
	AXLAC0915/01
	 	TAIPEI/HGC-TOKYO/HGC -- VC4SU001	 	TOKYO	 	 	180	 
	AX0312089/01
	 	HKNGP-TKYOP-HGC-IRU-VC4-0014	 	TOKYO	 	 	180	 
	AXLAC0911/01
	 	HONGKONG/HGC-LOSANGELES/HGC --VC4SU003	 	LOSANGELES	 	 	180	 





Schedule 1


 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	STM-1 EQUIVALENT TO	 	 
	ITEM_NO	 	CIRCUIT ID	 	BANDWIDTH	 	BE PURCHASED	 	LOCATION A
	AXLAC0912/01
	 	HONGKONG/HGC-SUNNYVALE/HGC --VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0913/01
	 	HONGKONG/HGC-SUNNYVALE/HGC --VC4SU002	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0908/01
	 	HONGKONG/HGC-LOSANGELES/HGC VC4S001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0909/01
	 	HONGKONG/HGC-TOKYO/HGC--VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0910/01
	 	HONGKONG/HGC-LOSANGELES/HGC VC4S002	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0210123/02
	 	HNKNHK/HGC-SINGSI/HGC-VC4-1001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0003/01
	 	HONGKONG/HGC-TAIPEI/HGC --VC4SU002	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0211096/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1004	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0211096/02
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1005	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0212111/01
	 	MKTIPH/HGC-LSANCA/HGC-VC4-1000	 	STM-1	 	 	1.00	 	 	MANILA
	AX0306039/01
	 	Tokyo/ATT-HongKong/ATT-VC5SU002	 	STM-4	 	 	4.00	 	 	TOKYO
	AX0401124/01
	 	TOKYJP/DIH-HNKNHK/DIH-VC4-1000	 	STM-1	 	 	1.00	 	 	TOKYO
	AXLAC0825/01
	 	SEOUL/THR-SUNNYVALE/THR --VC4SU002	 	STM-1	 	 	1.00	 	 	SEOUL
	AXLAC0839/01
	 	SEOUL/THR-SUNNYVALE/THR --VC4SU001	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0210133/01
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1001	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0210134/01
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1000	 	STM-1	 	 	1.00	 	 	SEOUL
	AXLAC0824/01
	 	SEOUL/THR-SUNNYVALE/THR --VC4SU003	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0210131/01
	 	SEOLKO/DAO-SNVACA/DAO-VC5-1000	 	STM-4	 	 	4.00	 	 	SEOUL
	AXLAC0823/01
	 	SEOLKO/HNR-LSANCA/HNR-VC4-1000	 	STM-1	 	 	1.00	 	 	SEOUL
	AXLAC0822/01
	 	SEOLKO/HNR-LSANCA/HNR-VC4-1001	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0403025/01
	 	HKNGP-MNLAP-HGC-IRU-VC4-0029	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0848/01
	 	HongKong/HGC-London/HGC -VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0855/01
	 	HONGKONG/HGC-SINGAPORE/HGC VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0401120/01
	 	HKNGP-SGPEP-HGC-IRU-VC4-0018	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0843/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0844/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0847/01
	 	HONGKONG/HGC-SEOUL/HGC --VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0815/01
	 	HNKNHK/HGC-SINGSI/HGC-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0816/01
	 	HNKNHK/HGC-MKTIPH/HGC-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0301095/01
	 	HNKNHK/HGC-TAIPTW/HGC-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0843/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0811/01
	 	HONGKONG/HGC-TAIPEI/HGC --VC4SU003	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0210199/02
	 	HNKNHK/HGC-LSANCA/HGC -VC4-1002	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0211059/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1003	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0212076/01
	 	HNKNHK/HGC-MKTIPH/HGC-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG







     

[Additional columns below]
[Continued from above table, first column(s) repeated]



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CONTRACT TERM
	ITEM_NO	 	CIRCUIT ID	 	LOCATION Z	 	(NO. OF MONTHS)
	AXLAC0912/01
	 	HONGKONG/HGC-SUNNYVALE/HGC --VC4SU001	 	SUNNYVALE	 	 	180	 
	AXLAC0913/01
	 	HONGKONG/HGC-SUNNYVALE/HGC --VC4SU002	 	SUNNYVALE	 	 	180	 
	AXLAC0908/01
	 	HONGKONG/HGC-LOSANGELES/HGC VC4S001	 	LOSANGELES	 	 	180	 
	AXLAC0909/01
	 	HONGKONG/HGC-TOKYO/HGC--VC4SU001	 	TOKYO	 	 	180	 
	AXLAC0910/01
	 	HONGKONG/HGC-LOSANGELES/HGC VC4S002	 	LOSANGELES	 	 	180	 
	AX0210123/02
	 	HNKNHK/HGC-SINGSI/HGC-VC4-1001	 	SINGAPORE	 	 	180	 
	AXLAC0003/01
	 	HONGKONG/HGC-TAIPEI/HGC --VC4SU002	 	TAIPEI	 	 	180	 
	AX0211096/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1004	 	LOSANGELES	 	 	180	 
	AX0211096/02
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1005	 	LOSANGELES	 	 	180	 
	AX0212111/01
	 	MKTIPH/HGC-LSANCA/HGC-VC4-1000	 	LOSANGELES	 	 	180	 
	AX0306039/01
	 	Tokyo/ATT-HongKong/ATT-VC5SU002	 	HONGKONG	 	 	180	 
	AX0401124/01
	 	TOKYJP/DIH-HNKNHK/DIH-VC4-1000	 	HONGKONG	 	 	180	 
	AXLAC0825/01
	 	SEOUL/THR-SUNNYVALE/THR --VC4SU002	 	SUNNYVALE	 	 	180	 
	AXLAC0839/01
	 	SEOUL/THR-SUNNYVALE/THR --VC4SU001	 	SUNNYVALE	 	 	180	 
	AX0210133/01
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1001	 	SUNNYVALE	 	 	180	 
	AX0210134/01
	 	SEOLKO/DCC-SNVACA/DCC-VC4-1000	 	SUNNYVALE	 	 	180	 
	AXLAC0824/01
	 	SEOUL/THR-SUNNYVALE/THR --VC4SU003	 	SUNNYVALE	 	 	180	 
	AX0210131/01
	 	SEOLKO/DAO-SNVACA/DAO-VC5-1000	 	SUNNYVALE	 	 	180	 
	AXLAC0823/01
	 	SEOLKO/HNR-LSANCA/HNR-VC4-1000	 	LOSANGELES	 	 	180	 
	AXLAC0822/01
	 	SEOLKO/HNR-LSANCA/HNR-VC4-1001	 	LOSANGELES	 	 	180	 
	AX0403025/01
	 	HKNGP-MNLAP-HGC-IRU-VC4-0029	 	MANILA	 	 	180	 
	AXLAC0848/01
	 	HongKong/HGC-London/HGC -VC4SU001	 	LONDON	 	 	180	 
	AXLAC0855/01
	 	HONGKONG/HGC-SINGAPORE/HGC VC4SU001	 	SINGAPORE	 	 	180	 
	AX0401120/01
	 	HKNGP-SGPEP-HGC-IRU-VC4-0018	 	SINGAPORE	 	 	180	 
	AXLAC0843/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1001	 	LOSANGELES	 	 	180	 
	AXLAC0844/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1000	 	LOSANGELES	 	 	180	 
	AXLAC0847/01
	 	HONGKONG/HGC-SEOUL/HGC --VC4SU001	 	SEOUL	 	 	180	 
	AXLAC0815/01
	 	HNKNHK/HGC-SINGSI/HGC-VC4-1000	 	SINGAPORE	 	 	180	 
	AXLAC0816/01
	 	HNKNHK/HGC-MKTIPH/HGC-VC4-1000	 	MANILA	 	 	180	 
	AX0301095/01
	 	HNKNHK/HGC-TAIPTW/HGC-VC4-1000	 	TAIPEI	 	 	180	 
	AXLAC0843/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1001	 	LOSANGELES	 	 	180	 
	AXLAC0811/01
	 	HONGKONG/HGC-TAIPEI/HGC --VC4SU003	 	TAIPEI	 	 	180	 
	AX0210199/02
	 	HNKNHK/HGC-LSANCA/HGC -VC4-1002	 	LOSANGELES	 	 	180	 
	AX0211059/01
	 	HNKNHK/HGC-LSANCA/HGC-VC4-1003	 	LOSANGELES	 	 	180	 
	AX0212076/01
	 	HNKNHK/HGC-MKTIPH/HGC-VC4-1000	 	MANILA	 	 	180	 





Schedule 1


 









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	STM-1 EQUIVALENT TO	 	 
	ITEM_NO	 	CIRCUIT ID	 	BANDWIDTH	 	BE PURCHASED	 	LOCATION A
	AX0211067/03
	 	HNKNHK/FLG-SINGSI/FLG-VC5-1001	 	STM-4	 	 	4.00	 	 	HONGKONG
	AX0211067/04
	 	HNKNHK/FLG-SINGSI/FLG-VC5-1000	 	STM-4	 	 	4.00	 	 	HONGKONG
	AX0211067/01
	 	HNKNHK/FLG-SINGSI/FLG-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0211067/02
	 	HNKNHK/FLG-SINGSI/FLG-VC4-1001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0851/01
	 	SEOUL/MCI-TOKYO/MCI --VC5SU001	 	STM-4	 	 	4.00	 	 	TOKYO
	AXLAC0737/01
	 	HONGKONG/MCI-TOKYO/MCI -VC5SU001	 	STM-4	 	 	4.00	 	 	HONGKONG
	AXLAC0738/01
	 	TAIPEI/MCI-TOKYO/MCI --VC5SU001	 	STM-4	 	 	4.00	 	 	TOKYO
	AXLAC0005/01
	 	HONGKONG/NWT-TAIPEI?NWT--VC4SU001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0212072/01
	 	HNKNHK/CGS-SINGSI/CGS-VC4-1000	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0310205/01
	 	TKYOP-SEULP-CGS-IRU-VC4-0001	 	STM-1	 	 	1.00	 	 	TOKYO
	AX0310206/01
	 	HKNGP-TPEIP-CGS-IRU-VC4-0002	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0301002/01
	 	TAIPEI/UNG-HONGKONG/UNG-VC4-10	 	STM-1	 	 	1.00	 	 	TAIPEI
	AXLAC0850/01
	 	HONGKONG/TFN-TAIPEI/TFN --VC4SU001	 	STM-1	 	 	1.00	 	 	TAIPEI
	AXLAC0807/01
	 	TAIPEI/TFN-LOSANGELES/TFN --VC4SU002	 	STM-1	 	 	1.00	 	 	LOSANGELES
	AXLAC0808/01
	 	TAIPEI/TFN-LOSANGELES/TFN --VC4SU001	 	STM-1	 	 	1.00	 	 	LOSANGELES
	AXLAC0809/01
	 	TAIPEI/TFN-LOSANGELES/TFN --VC4SU003	 	STM-1	 	 	1.00	 	 	LOSANGELES
	AXLAC0587/01
	 	HKG/CAW-TKO/TOR VC4S003	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0588/01
	 	HKG/CAW-TKO/TOR VC4S004	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0845/01
	 	HKG/CAW-TKO/TOR VC4S002	 	STM-1	 	 	1.00	 	 	TOKYO
	AXLAC0585/01
	 	HKG/CAW-TKO/TOR VC4S001	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0854/01
	 	AJIGAURA/KDD-SEOUL/KDD --VC4SU001	 	STM-1	 	 	1.00	 	 	AJIGAURA
	AXLAC0852/01
	 	AJIGAURA/KDD-HONGKONG/KDD --VC4SU001	 	OC-03C	 	 	1.00	 	 	AJIGAURA
	AXLAC0853/01
	 	AJIGAURA/KDD-HONGKONG/KDD --VC4SU002	 	OC-03C	 	 	1.00	 	 	AJIGAURA
	AX0210169/01
	 	HNKNHK/QST-TOKYJP/QST-VC5-1000	 	STM-4	 	 	4.00	 	 	HONGKONG
	AX0403087/01
	 	HKNGP-TKYOP-QST-IRU-VC4-0019	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0311070/04
	 	HKNGP-SGPEP-QST-IRU-VC4-0006	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0311070/01
	 	HKNGP-SGPEP-QST-IRU-VC4-0003	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0312119/01
	 	HONGKONG/QST-TOKYO/QST --VC4SU115	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0311070/02
	 	HKNGP-SGPEP-QST-IRU-VC4-0004	 	STM-1	 	 	1.00	 	 	HONGKONG
	AX0311070/03
	 	HKNGP-SGPEP-QST-IRU-VC4-0005	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0801/01
	 	HONGKONG/QST-TAIPEI/QST --VC4SU102	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0803/01
	 	HongKong/QST-LosAngeles/QST --VC6SU101	 	STM-16	 	 	16.00	 	 	HONGKONG
	AXLAC0800/01
	 	HONGKONG/QST-TAIPEI/QST --VC4SU101	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0763/01
	 	HONGKONG/QST-TOKYO/QST --VC4SU111	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0760/01
	 	HONGKONG/QST-TOKYO/QST --VC4SU107	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0756/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU104	 	STM-1	 	 	1.00	 	 	HONGKONG







     

[Additional columns below]
[Continued from above table, first column(s) repeated]



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CONTRACT TERM
	ITEM_NO	 	CIRCUIT ID	 	LOCATION Z	 	(NO. OF MONTHS)
	AX0211067/03
	 	HNKNHK/FLG-SINGSI/FLG-VC5-1001	 	SINGAPORE	 	 	180	 
	AX0211067/04
	 	HNKNHK/FLG-SINGSI/FLG-VC5-1000	 	SINGAPORE	 	 	180	 
	AX0211067/01
	 	HNKNHK/FLG-SINGSI/FLG-VC4-1000	 	SINGAPORE	 	 	180	 
	AX0211067/02
	 	HNKNHK/FLG-SINGSI/FLG-VC4-1001	 	SINGAPORE	 	 	180	 
	AXLAC0851/01
	 	SEOUL/MCI-TOKYO/MCI --VC5SU001	 	SEOUL	 	 	180	 
	AXLAC0737/01
	 	HONGKONG/MCI-TOKYO/MCI -VC5SU001	 	TOKYO	 	 	180	 
	AXLAC0738/01
	 	TAIPEI/MCI-TOKYO/MCI --VC5SU001	 	TAIPEI	 	 	180	 
	AXLAC0005/01
	 	HONGKONG/NWT-TAIPEI?NWT--VC4SU001	 	TAIPEI	 	 	180	 
	AX0212072/01
	 	HNKNHK/CGS-SINGSI/CGS-VC4-1000	 	SINGAPORE	 	 	180	 
	AX0310205/01
	 	TKYOP-SEULP-CGS-IRU-VC4-0001	 	SEOUL	 	 	180	 
	AX0310206/01
	 	HKNGP-TPEIP-CGS-IRU-VC4-0002	 	TAIPEI	 	 	180	 
	AX0301002/01
	 	TAIPEI/UNG-HONGKONG/UNG-VC4-10	 	HONGKONG	 	 	180	 
	AXLAC0850/01
	 	HONGKONG/TFN-TAIPEI/TFN --VC4SU001	 	HONGKONG	 	 	180	 
	AXLAC0807/01
	 	TAIPEI/TFN-LOSANGELES/TFN --VC4SU002	 	TAIPEI	 	 	300	 
	AXLAC0808/01
	 	TAIPEI/TFN-LOSANGELES/TFN --VC4SU001	 	TAIPEI	 	 	300	 
	AXLAC0809/01
	 	TAIPEI/TFN-LOSANGELES/TFN --VC4SU003	 	TAIPEI	 	 	300	 
	AXLAC0587/01
	 	HKG/CAW-TKO/TOR VC4S003	 	TOKYO	 	 	180	 
	AXLAC0588/01
	 	HKG/CAW-TKO/TOR VC4S004	 	TOKYO	 	 	180	 
	AXLAC0845/01
	 	HKG/CAW-TKO/TOR VC4S002	 	HONGKONG	 	 	180	 
	AXLAC0585/01
	 	HKG/CAW-TKO/TOR VC4S001	 	TOKYO	 	 	180	 
	AXLAC0854/01
	 	AJIGAURA/KDD-SEOUL/KDD --VC4SU001	 	SEOUL	 	 	180	 
	AXLAC0852/01
	 	AJIGAURA/KDD-HONGKONG/KDD --VC4SU001	 	HONGKONG	 	 	180	 
	AXLAC0853/01
	 	AJIGAURA/KDD-HONGKONG/KDD --VC4SU002	 	HONGKONG	 	 	180	 
	AX0210169/01
	 	HNKNHK/QST-TOKYJP/QST-VC5-1000	 	TOKYO	 	 	300	 
	AX0403087/01
	 	HKNGP-TKYOP-QST-IRU-VC4-0019	 	TOKYO	 	 	300	 
	AX0311070/04
	 	HKNGP-SGPEP-QST-IRU-VC4-0006	 	SINGAPORE	 	 	300	 
	AX0311070/01
	 	HKNGP-SGPEP-QST-IRU-VC4-0003	 	SINGAPORE	 	 	300	 
	AX0312119/01
	 	HONGKONG/QST-TOKYO/QST --VC4SU115	 	TOKYO	 	 	300	 
	AX0311070/02
	 	HKNGP-SGPEP-QST-IRU-VC4-0004	 	SINGAPORE	 	 	300	 
	AX0311070/03
	 	HKNGP-SGPEP-QST-IRU-VC4-0005	 	SINGAPORE	 	 	300	 
	AXLAC0801/01
	 	HONGKONG/QST-TAIPEI/QST --VC4SU102	 	TAIPEI	 	 	300	 
	AXLAC0803/01
	 	HongKong/QST-LosAngeles/QST --VC6SU101	 	LOSANGELES	 	 	300	 
	AXLAC0800/01
	 	HONGKONG/QST-TAIPEI/QST --VC4SU101	 	TAIPEI	 	 	300	 
	AXLAC0763/01
	 	HONGKONG/QST-TOKYO/QST --VC4SU111	 	TOKYO	 	 	300	 
	AXLAC0760/01
	 	HONGKONG/QST-TOKYO/QST --VC4SU107	 	TOKYO	 	 	300	 
	AXLAC0756/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU104	 	SEATTLE	 	 	300	 





Schedule 1


 









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	STM-1 EQUIVALENT TO	 	 
	ITEM_NO	 	CIRCUIT ID	 	BANDWIDTH	 	BE PURCHASED	 	LOCATION A
	AXLAC0757/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU105	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0758/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU107	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0751/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU103	 	STM-1	 	 	1.00	 	 	HONGKONG
	AXLAC0736/01
	 	SUNNYVALE/THR-TOKYO/THR --VC4SU001	 	STM-1	 	 	1.00	 	 	SEOUL
	AX0304129/01
	 	HNKNHK/CNC-ANHMCA/CNC-VC6-1000	 	STM-16	 	 	16.00	 	 	HONGKONG
	AX0302080/01
	 	TOKYOJP/ATT-HNKNHK/ATT-VC5-1000	 	STM-4	 	 	4.00	 	 	TOKYO
	AX0303003/01
	 	SINGSI/ATT-HNKNHK/ATT-VC5-1000	 	STM-4	 	 	4.00	 	 	SINGAPORE
	AX0306005/01
	 	HKNGP-LSAGP-NSD-IRU-VC4-0001	 	STM-1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HNKNHK/QST-TAIPTW/QST-VC4-1000	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HNKNHK/QST-TAIPTW/QST-VC4-1001	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HONGKONG/QST-SEATTLE/QST --VC4SU101	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HONGKONG/QST-SEATTLE/QST --VC4SU102	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HONGKONG/QST-TOKYO/QST --VC4SU105	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HKNGP-TKYOP-QST-IRU-VC4-0018	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HNKNHK/QST-SINGSI/QST-VC4-1001	 	STM1	 	 	1.00	 	 	HONGKONG
	N/A
	 	HNKNHK/QST-SINGSI/QST-VC5-1001	 	STM4	 	 	4.00	 	 	HONGKONG
	N/A
	 	EACHKGCHA/WS01-EACMAKAYA/WS01 VC4S3001	 	STM1	 	 	1.00	 	 	HONGKONG (MEGA)
	N/A
	 	IPLHKGYIP/WS01-IPLTPEYAN/WS01 VC4S3002	 	STM1	 	 	1.00	 	 	HONGKONG (SINO)
	 
	 	 	 	 	 	 	
 	 	 	 
	 
	 	 	 	 	 	 	178.00	 	 	 
	 
	 	 	 	 	 	 	
 	 	 	 







     

[Additional columns below]
[Continued from above table, first column(s) repeated]



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CONTRACT TERM
	ITEM_NO	 	CIRCUIT ID	 	LOCATION Z	 	(NO. OF MONTHS)
	AXLAC0757/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU105	 	SEATTLE	 	 	300	 
	AXLAC0758/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU107	 	SEATTLE	 	 	300	 
	AXLAC0751/01
	 	HONGKONG/QST-SEATTLE/QST --VC4SU103	 	SEATTLE	 	 	300	 
	AXLAC0736/01
	 	SUNNYVALE/THR-TOKYO/THR --VC4SU001	 	SUNNYVALE	 	 	180	 
	AX0304129/01
	 	HNKNHK/CNC-ANHMCA/CNC-VC6-1000	 	AHAHEIM	 	 	180	 
	AX0302080/01
	 	TOKYOJP/ATT-HNKNHK/ATT-VC5-1000	 	HONGKONG	 	 	180	 
	AX0303003/01
	 	SINGSI/ATT-HNKNHK/ATT-VC5-1000	 	HONGKONG	 	 	180	 
	AX0306005/01
	 	HKNGP-LSAGP-NSD-IRU-VC4-0001	 	LOSANGELES	 	 	180	 
	N/A
	 	HNKNHK/QST-TAIPTW/QST-VC4-1000	 	TAIPEI	 	 	300	 
	N/A
	 	HNKNHK/QST-TAIPTW/QST-VC4-1001	 	TAIPEI	 	 	300	 
	N/A
	 	HONGKONG/QST-SEATTLE/QST --VC4SU101	 	SEATTLE	 	 	300	 
	N/A
	 	HONGKONG/QST-SEATTLE/QST --VC4SU102	 	SEATTLE	 	 	300	 
	N/A
	 	HONGKONG/QST-TOKYO/QST --VC4SU105	 	TOKYO	 	 	300	 
	N/A
	 	HKNGP-TKYOP-QST-IRU-VC4-0018	 	TOKYO	 	 	300	 
	N/A
	 	HNKNHK/QST-SINGSI/QST-VC4-1001	 	SINGAPORE	 	 	300	 
	N/A
	 	HNKNHK/QST-SINGSI/QST-VC5-1001	 	SINGAPORE	 	 	300	 
	N/A
	 	EACHKGCHA/WS01-EACMAKAYA/WS01 VC4S3001	 	MAKATI	 	 	180	 
	N/A
	 	IPLHKGYIP/WS01-IPLTPEYAN/WS01 VC4S3002	 	TAIPEI	 	 	180	 
	 
	 	 	 	 	 	 	 	 





Schedule 1


 









 






Part B

Overhang Capacity




	 	 	 	 	 	 	 
	 	 	 	 	No. of STM-1s
	Customer
	 	Routing
	 	CY2004

	HGC
	 	HK-Japan	 	 	3	 
	HGC
	 	HK-Taipei	 	 	3	 
	HGC
	 	HK-Singapore	 	 	1	 
	HGC
	 	HK-Seoul	 	 	2	 
	HGC
	 	Taipei-Japan	 	 	1	 
	HGC
	 	Seoul-Tokyo	 	 	2	 
	HGC
	 	HK-US West Coast (CS only)	 	 	1	 
	HGC
	 	HK-US West Coast (CS only)	 	 	2	 
	HGC
	 	HK-US West Coast (CS only)	 	 	1	 
	HGC
	 	HK-Sydney	 	 	1	 
	BI Group
	 	Not specified	 	 	2	 
	Dacom Corp
	 	Not specified	 	 	1	 
	Digital Island
	 	Not specified	 	 	1	 
	BT
	 	Not specified	 	 	11	 
	KGT
	 	TW - EAC CLS	 	 	3	 
	Starhub
	 	Not specified	 	 	18	 
	Digital Telecom
	 	Not specified	 	 	2	 
	AT&T Corp
	 	Tokyo - Hong Kong	 	 	4	 
	 
	 	Tokyo - Korea	 	 	1	 
	 
	 	Tokyo - Taiwan	 	 	1	 
	 
	 	Hong Kong – Korea	 	 	1	 
	 
	 	Hong Kong - Taiwan	 	 	1	 
	 
	 	Tokyo - Singapore	 	 	3	 
	 
	 	Hong Kong - Singapore	 	 	1	 
	 
	 	Total	 	 	67	 







Note: For Overhang Capacity without specific routing information, the number
of STM-1s is estimated by reference to latest IRU price of $540,000 (POP to
POP) per STM-1.




Schedule 1




 









 








SCHEDULE 2

FEES




1. IRU Fee for Initial Capacity




The IRU Fee for all Segments comprising the Initial Capacity is
US$16,593,872.00. The IRU Fee for all Segments comprising the Initial Capacity
shall be due and payable as follows:





	a)	 	30% within 30 days after the Effective Date for designing, planning and
engineering the Initial Capacity; and
	 
	b)	 	the balance within 60 days after the relevant Commencement Date for such
Initial Capacity.





2. IRU Fee for Overhang Capacity




The allocated IRU Fee for each Segment of the Overhang Capacity is US$93,224.00
per STM-1 equivalent allocated on a Segment by Segment basis. The allocated IRU
Fee for each Segment of Overhang Capacity activated hereunder shall be due and
payable as follows:





	a)	 	30% within 30 days after after the relevant Notification Date for
designing, planning and engineering such Segment of Overhang Capacity; and
	 
	b)	 	the balance within 60 days the relevant Commencement Date for such
Segment of Overhang Capacity.





C. O&M Fee




The O&M Fee shall be four percent (4%) of the total IRU Fee payable per annum
for Capacity activated under this Agreement. The O&M Fee shall be invoiced
quarterly in advance by EAN Network on January 1, April 1, July 1 and October 1
of each calendar year and shall be due and payable 60 days after the relevant
invoice date.




Schedule 2




 









 








SCHEDULE 3

NETWORK SYSTEM DIAGRAM









Schedule 3