City Telecom (H.K.) Limited as Issuer, and each of its Subsidiaries (except for CTI Guangzhou Customer Services Co. Ltd), as Guarantors and Deutsche Bank Trust Company Americas as TrusteeIndenture • March 18th, 2005 • Hong Kong Television Network LTD • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of January 20, 2005, by and among City Telecom (H.K.) Limited, a company with limited liability under the Companies Ordinance (Cap.32) of Hong Kong (the “Company”), the Subsidiary Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
City Telecom (H.K.) Limited U.S.$125,000,000 8.75% Senior Notes Due 2015 Registration Rights AgreementRegistration Rights Agreement • March 18th, 2005 • Hong Kong Television Network LTD • Telephone communications (no radiotelephone) • New York
Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 270 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.
