0001204459-06-000370 Sample Contracts

AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN SUNDAY COMMUNICATIONS LIMITED
Agreement • May 11th, 2006 • PCCW LTD • Telephone communications (no radiotelephone) • Hong Kong
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AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN SUNDAY COMMUNICATIONS LIMITED
PCCW LTD • May 11th, 2006 • Telephone communications (no radiotelephone) • Hong Kong
Dated the 30th day of March, 2006 PCCW-HKT TELEPHONE LIMITED and PCCW LIMITED and STANDARD CHARTERED BANK (HONG KONG) LIMITED DEED OF TERMINATION AND RELEASE in respect of a Guarantee dated 30 September 2005 and related security
PCCW LTD • May 11th, 2006 • Telephone communications (no radiotelephone) • Hong Kong

PCCW-HKT TELEPHONE LIMITED whose registered office is at 39/F., PCCW Tower, TaiKoo Place, 979 King's Road, Quarry Bay, Hong Kong (the "Applicant");

DATED 20 December 2002 -and- SERVICE AGREEMENT ______________________
Service Agreement • May 11th, 2006 • PCCW LTD • Telephone communications (no radiotelephone)
Guarantee No.: 149020252470-SO
Guarantee • May 11th, 2006 • PCCW LTD • Telephone communications (no radiotelephone) • Hong Kong
Translator’s Note: The text of the agreement is only in the Chinese language and this is an English translation only.
Sale and Purchase Agreement • May 11th, 2006 • PCCW LTD • Telephone communications (no radiotelephone)

* The English names of the companies established in the PRC are translations of their Chinese names and are for identification purposes only and may not be their proper English names, if any.

CHINA BROADBAND CAPITAL PARTNERS, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT April 20, 2006
Limited Partnership Agreement • May 11th, 2006 • PCCW LTD • Telephone communications (no radiotelephone)

This Amended and Restated Limited Partnership Agreement (this ''Agreement'') is made and entered into as of the 20th day of April, 2006, by and among CBC Partners, L.P., a Cayman Islands exempted limited partnership (the ''General Partner'') as general partner, and each of the persons the names of which are set forth under the heading ''Limited Partners'' on the Schedule of Partners (as defined in Section 3.1), as maintained in the books of the Partnership by the General Partner, as a limited partner (each a ''Limited Partner'' and collectively the ''Limited Partners'') and Info Expert Services Limited having its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands as the withdrawing initial limited partner (the ''Initial Limited Partner''), which parties hereby agree as follows with respect to China Broadband Capital Partners, L.P., a Cayman Islands exempted limited partnership (the ''Partnership''), registered pursuant to the Exe

PCCW-HKT CAPITAL N0.3 LIMITED US$500,000,000 5.25% GUARANTEED NOTES DUE 2015 Guaranteed by PCCW-HKT TELEPHONE LIMITED PURCHASE AGREEMENT
Purchase Agreement • May 11th, 2006 • PCCW LTD • Telephone communications (no radiotelephone) • New York

PCCW-HKT Capital No.3 Limited, a company with limited liability organized under the laws of the British Virgin Islands (the "Issuer"), proposes to issue and sell to The Hongkong and Shanghai Banking Corporation Limited (the "Manager") US$500,000,000 principal amount of its 5,25% Guaranteed Notes due 2015 (the "Notes"). The Notes will be unconditionally guaranteed as to payment of principal, premium (if any), interest and additional amounts by PCCW-HKT Telephone Limited, a company with limited liability organized under the laws of Hong Kong (the "Guarantor"). The Guarantor's guarantee included in the Indenture (defined below) and noted on the Notes is hereafter referred to as the "Guarantee". The Notes, including the Guarantee, are hereinafter referred to as the "Securities". The Securities will be issued pursuant to the provisions of an Indenture to be dated as of July 20, 2005 (the "Indenture") among the Issuer, the Guarantor and HSBC Bank USA, National Association, as Trustee (the "T

PCCW-HKT Capital No.3 Limited as Issuer PCCW-HKT Telephone Limited as Guarantor and HSBC Bank USA, National Association as Trustee Indenture Dated as of July 20, 2005 US$500,000,000 5.25% Guaranteed Notes Due 2015
PCCW LTD • May 11th, 2006 • Telephone communications (no radiotelephone) • New York

THIS INDENTURE, dated as of July 20, 2005 among PCCW-HKT Capital No.3 Limited (the "Issuer"), a company organized under the laws of the British Virgin Islands, PCCW-HKT Telephone Limited (the "Guarantor"), a limited liability company organized under the laws of Hong Kong, and HSBC Bank USA, National Association, a national banking association, as Trustee (the "Trustee").

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