**EXHIBIT 4.13**

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PCCW-HKT LIMITED**39th Floor, PCCW Tower****TaiKoo Place, 979 King's Road****Quarry Bay, Hong Kong****(the "Company")**

The Board of Directors Mandarin Communications Limited 13th Floor, Warwick House TaiKoo Place 979 King's Road Quarry Bay Hong Kong (the **"Borrower")**

3 October 2005 

Dear Sirs 

Inter-Company Facility for HK$100 Million

The Company is pleased to confirm that it will make available to the Borrowera term loan facility in the principal amount of HK$100 million (the **"Facility")**upon the following terms and conditions: 

1. **    Availability**

The full amount of the Facility shall be made available bythe Company to the Borrower for a period commencing on the date of this letterand ending on 30 June 2006, or such later date as the Company and the Borrowershall agree, following the delivery by the Borrower to the Company of a drawdownnotice substantially in the form set out in the Schedule hereto. 

Amounts which are drawn down and repaid under the Facility shall not beavailable for further drawdown. 

2.     **Purpose**

Any and all amounts drawn down by the Borrower under the Facility shall beapplied by the Borrower for 3G network expansion. 

3. **    Term**

The term of the Facility shall be 3 years. 

4.     **Interest**

Amounts drawn down under the Facilities shall bear interest at a rate perannum equal to the aggregate of the Cost of Funds and 0.25%. 

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For this purpose, the **"Cost of Funds"**means the ratenotified by the Company to the Borrower from time to time as being thereasonable cost which would be incurred by the Company in funding an advanceunder the Facility from amounts borrowed by the Company, irrespective of whetherthe actual advance is funded from amounts borrowed by the Company or from theCompany's own internal resources. 

The Borrower shall on 31st March, 30th June, 30th Septemberand 31st December of each calendar year pay to the Company any interest whichhas accrued on amounts drawn down under the Facility up to and including thedate of such payment. 

5. **    Drawings**

The Facility will be available for drawdown on a monthlybasis and the first drawdown date will be the date of this letter, or such laterdate as the Company and the Borrower shall agree. The drawdown notice should besubmitted together with the monthly funding requirement analysis as prepared bythe Borrower. 

To the extent that the full amount of the Facility is notdrawn down on the date of this letter, the remaining balance of the Facility maybe drawn down at any time during the availability period for the Facilityreferred to in paragraph 1 above, by not less than 3 business day prior writtennotice of draw down. 

6. **    Interim Repayments of Principal**

The Borrower shall on each Interim Repayment Date repay tothe Company a sum equal to the amount by which the Borrower's Surplus Cashexceeds US$15,000,000 on the Cash Calculation Date immediately preceding suchInterim Repayment Date. For the avoidance of doubt, if the Borrower's SurplusCash on any Cash Calculation Date does not exceed US$15,000,000, the Borrowershall not be required to make any payment to the Company on the InterimRepayment Date immediately following that Cash Calculation Date. 

Amounts paid by the Borrower to the Company pursuant to thisparagraph 6 shall be applied towards repaying the principal amount of theFacility (pro rata the amount outstanding under the Facility). 

For the purposes of this letter: 

a **"business day"**means a day, other than a Saturday or a Sunday, onwhich commercial banks are open for business in Hong Kong; 

a **"Cash Calculation Date"**means the last day of a calendar month; 
**"Hong Kong" means the Hong Kong Special Administrative Region of thePeople's Republic of China; 

an **"Interim Repayment Date"**means the date falling 15 days followingthe end of each calendar month (or, where such date is not a business day, thenext following business day); and 
**"Surplus Cash" means all cash at bank, cash in hand andsecurities readily convertible into cash which are held by the Borrower,calculated by reference to the management accounts of the Borrower as at therelevant Cash Calculation Date. 

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7. **    Final Repayment**

The Borrower shall repay all amounts borrowed under theFacility, together with all unpaid interest which has accrued thereon, on thethird anniversary of the date of this letter or, if that third anniversary isnot a business day, on the next following business day. 

8. **    Payments**

All payments to be made by the Borrower under this letter must be made on thedates referred to above to such account as the Company may from time to timespecify. 

9. **    Fees and Expenses**

The Borrower shall be responsible for payment of fees inarranging and making available the Facility by the Company, which amount shallbe mutually agreed by both the Company and the Borrower and shall be payable bythe Borrower upon the Company giving one month's written notice to the Borrower.

10.   **Governing Law**

The terms of this letter shall be governed by and construed in accordancewith the laws of Hong Kong. 

Please confirm your agreement to the foregoing terms and conditions bycounter-signing the enclosed copy of this letter and returning the same to us.

Yours faithfully 

For and on behalf of **PCCW-HKT LIMITED**
              Name: Alexander Anthony ArenaTitle: Director / ~~Authorised    Signatory~~
 

We confirm our agreement to the above terms and conditions. 

For and on behalf of **MANDARIN COMMUNICATIONS LIMITED**

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**SCHEDULE 

Form of Drawdown Notice*[Date]**To:     PCCW-HKT Limited**           39th Floor, PCCWTower            TaiKoo Place, 979King's Road            Quarry Bay, HongKong****Inter-Company Facility Letter (the 'Facility Letter") dated 3 October 2005
We refer to the Facility Letter and hereby give you notice that we wish todraw down the sum of HK$[*amount*]on [*date*]**under the Facility (as defined therein). The fundsshould be credited to [*name and number of account*]**with [*insert bank details*]*.*
Yours faithfully 

For and on behalf of **Mandarin Communications Limited**

 

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