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Annex 6 Seller’s Credit AgreementTHIS SELLER’S CREDIT AGREEMENT is made and entered into on________ day of _________ (month), ____ (year), by and between: Wuhan Fiberhome International Technologies Co., Ltd, a corporation incorporated and existing under the laws of thePeople’s Republic of China, with its principal place of business located at 88 Youkeyuan Road, Hongshan District, Wuhan, People’s Republic of China(hereinafter referred to as “the Lender”which expression where the context so admits shallinclude its assign and successors in title) and Win Win Net Corporation Co., Ltd(WNC), a company incorporated and existing under the laws of the Kingdom of Thailand, with its principal office at Win Win Tower, 11th Floor, 86 Ratchadapisek Road, Chankasem, Chatuchak, Bangkok 10900, Thailand (hereinafterreferred to as “the Borrower”, which expression where thecontext so admits shall include its assign and successors in title).WITNESSETH THAT:A WHEREAS, Borrower is a telecommunications service providerlicensed to provide telecommunications services within theKingdom of Thailand;andB WHEREAS, Borrower wishes to deploy a FTTH network in theKingdom of Thailand using Lender’s products andassociated services;andC WHEREAS, Lender has experience and expertise in thebusiness of designing, integrating, manufacturing, supply,servicing and financing of fiber communications cables andtelecommunication equipments;andD WHEREAS, Borrower has approached Lender for a creditfacility to finance the first phase of deployment of theFTTH network in Thailand hereinafter referred to as “theNetwork” and as described in the Contract to deploy theNetwork within the Kingdom of Thailand hereinafterreferred to as “the Principal Contract”with thecontract No. WNC-FHI-HTT-01/2009 –WNC FTTH PROJECT;andE WHEREAS the Lender has agreed to grant to the Borrower thecredit facility to finance the first phase of deployment of the said Network in Thailand under the terms and conditions hereunder provided, by means of its equipment, implementation and services.NOW THEREFORE , IN CONSIDERATION OF THE PREMISES AND COVENANTS DESCRIBED HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:1. Definitions:For the purpose of this Agreement, the definitions set forth in this section shall apply to the respective terms when employed both in singular and plural forms:The following phrases and words used in this Agreement shall have the following meanings:1.1"Agreement"means this agreement including amendments,modifications and supplements hereto or any part thereof (including any Exhibits or Schedules) pursuant to the terms of this Agreement, provided all such exhibits, amendments, modifications and supplements are reduced to writing and signed by both the Lender and the Borrower.1.2“Principal Contract”means the Contract No. WNC-FHI-HTT-01/2009 –WNC FTTH PROJECT to deploy a FTTH Network withinthe Kingdom of Thailand between the Lender and the Borrower.1.3“Contract Value”means the cost of the ContractEquipment and Services. The total Contract Value shall be split into 4 phases as stipulated in the Principal Contract.1.4“Effective Date” means the date on which this Agreementis duly executed by the parties hereto1.5“Grace Period” shall be commenced from the shipment dateof supply for the WNC FTTH Project-Phase I.1.6“The Credit Facility” means 70% of the contract value ofPhase I. The credit facility shall be up to the sum of USD 64,827,445.00 (SAY US DOLLARS SIXTY-FOUR MILLION EIGHT HUNDRED AND TWENTY-SEVEN THOUSAND FOUR HUNDRED AND FORTY-FIVE ONLY).1.7“Delivery Point”means the customs facility in Thailandmutually agreed upon by the parties.1.8“Project”shall mean the purpose or undertaking forwhich the credit facility is granted, as described in this Agreement or as maybe amended from time to time.1.9“Lien” includes charges, pledges, mortgages, privileges,priorities, encumbrances or securities of any kind.2. The Credit Facility:2.1The Credit Facility: The Credit Facility shall beavailable upon terms and conditions set forth in this Agreement, the Financial Proposal, and the Principal Contract.2.2The Lender has agreed to grant to the Borrower theprincipal amount of USD 64,827,445.00 (SAY US DOLLARS SIXTY-FOUR MILLION EIGHT HUNDRED AND TWENTY-SEVEN THOUSAND FOUR HUNDRED AND FORTY-FIVE ONLY) for the purpose of financing for partial cost of deployment of the Network in accordance with the Principal Contract and Annexure thereto or such as other changes or variations as the Parties hereto may deem necessary in the circumstance.2.3Tenor of the Credit Facility: The tenor of the CreditFacility shall be three (3) years and three (3) months.2.4Grace Period: There shall be a Grace Period of 3 monthsfrom the date of shipment of the supply for Phase I.2.5Repayment of the Credit Facility:The repayment of theCredit Facility shall be in United States Dollars andshall be repaid in twelve (12) equal quarterlyinstallments in the sum of US$5,402,287 (SAY US-DOLLARSFIVE MILLION FOUR HUNDRED AND TWO THOUSAND TWO HUNDRED ANDEIGHT-SEVEN ONLY) to commence after the Grace Period.2.6The repayment of the Credit Facility by the Borrower shallon demand or without demand within the first week of eachquarter in accordance with the conditions herein contained.2.7If any amount due under this Agreement is not paid whenand as due, such amount shall bear interest from the datesuch payment was due until and including the date suchpayment is received by Lender at a rate per annum equal toLIBOR + 400Bp (LIBOR + 4.0 %) per annum (the Default Rate).2.8Prepayment of the Credit Facility: The Borrower may prepaythe Credit Facility in advance of maturity or due datewithout penalty; provided however, that all accrued andcalculated interest outstanding or expected as of the timeare also paid.2.9Place and Method of Payment: The principal and/or intereston the Credit Facility shall be paid on the due date bythe Borrower to the Lender at Lender’s address specifiedin this Agreement or such other place the Lender mayindicate in writing 7 days before the due date.3. Interest and Fees3.1Interest: The Borrower shall pay to the Lender interest atthe rate equal to LIBOR plus 400Bp on all outstandingbalance from time to time. The interest shall accrue fromthe date of shipment of the supply for Phase I of theNetwork until the total credit amount is fully repaid. Theinterest shall be payable based on the prevalent LIBOR onthe first day of each quarter (actual LIBOR). Interest for the first 10 installments will be paid with LIBOR assumed to be that on the date of both Parties signing the Principal Contract, which is 2.13% on March 13, 2009 (assumed LIBOR). The balance accrued from the difference between the assumed LIBOR and the actual LIBOR shall be settled in the last 2 installments of repayment for the Credit Facility.3.2Legal Fees and Related Costs and Expenses: All costs andexpenses, including insurances, lawyers professional fees, documentary stamps, taxes and other legal charges payable in connection with the execution, delivery, registration and enforcement of the Agreement, the guarantee and the other documents referred to herein shall be for the account of the Borrower.4. Security4.1Security: To secure repayment of the Credit Facility andthe performance of all obligations of the Borrower under this Agreement, the borrower shall provide at least one of the following means as financial security to the Lender:4.1.1Before the commissioning date of the network underimplementation schedule of Phase I, Borrower shall be responsible for rendering all its resources to assist the Lender until Lender has reached a Receivables Purchase Agreement (sans recourse purchase) with any bank accepted by Lender;4.1.2Borrower shall provide a security covering at least 35% ofthe BOQ contract value of Phase I either in the form of Cashier’s Check or Bank Guarantee. This security shall beirrevocable and transferable and made payable to Lender unconditionally, and shall be released subject to the consent of the Lender.4.2Regulatory Agency Approvals of Charges/Mortgages: In caseany provision of law or contract requires the prior authorization, approval or consent of any department, bureau, office, agency or instrumentality of the government or of any person, association, corporation or other entities for a valid and proper creation orexecution by the Borrower of any charge, security, mortgage or lien required to be executed in favor of Lender, the Borrower shall secure such authorization, approval or consent and cause the same to be issued in the proper or stipulated form and/or endorse on the deed of mortgage or lien. Conversely, where the Lender by the failure of the Borrower shall take steps to acquire such consents, approvals and authorizations, all fees and charges incurred shall be for the account of the Borrower.5. Project and the Borrower5.1Borrower shall guarantee to follow the reimbursementschedule and amounts in the appendix Credit Analysis by means of its revenue gained from the Network and its owncash flow. The Contractor’s real rights in thecontractual equipments of Phase I shall remain valid until Employer has effected reimbursement as scheduled.5.2Maintenance of Legal Personality: Borrower shall cause tobe done all things necessary to maintain and preserve the corporate existence, rights and franchises of Borrower and shall comply with all related laws applicable to Borrower and/or its subsidiaries.5.3Financial Information: Borrower shall furnish or cause tobe furnished to Lender, as soon as practicable and in any event within thirty (30) days after the close of each fiscal quarter, the following unaudited financial statements of Borrower for each such quarter, all in reasonable detail and certified by a Responsible Officer of Borrower to be true and correct: balance sheet, statement of income, and statement of cash flows all as of the end of such fiscal year (together, in each case, where applicable, with the comparable figures for the prior fiscal year), all in reasonable detail. Annual consolidated financial statements shall be prepared and audited (without any qualification or exception deemed material by Lender) in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved (except as disclosed in the notes to the financial statements) by independent auditors of recognized national standing orotherwise reasonably acceptable to Lender.5.4Concurrently with the information described in 5.3 above,a certificate of a Responsible Officer of Borrower statingthat the consolidated financial statements delivered to Lender are properly stated and that there exists no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, or, if any such event exists, specifying the nature and period of existence thereof and what action Borrower proposes to take with respect thereto.5.5Borrower shall also furnish or cause to be furnished, fromtime to time, such additional financial and other information as Lender may reasonably request in order to monitor the financial condition of Borrower.5.6Borrower shall also furnish or cause to be furnishedinformation relating to further borrowing from third parties that may have substantial effects on theBorrower’s finances or cash flow.5.7Prohibition against Alienation or disposition:TheBorrower shall at no time, while any part of the Credit Facility or any other obligation of the Borrower to the Lender remains unpaid, sell, assign, transfer, alienate, encumber, lease, remove or otherwise dispose of any asset or property purchased or financed with the proceeds of the Credit Facility or mortgaged, pledged or assigned to the Lender.6. Representations & WarrantiesBorrower hereby represents and warrants to Lender that for the duration of the Agreement that:6.1It is a company duly incorporated and validly existing,organized and in good standing under the laws of Kingdom of Thailand, and has the full legal power to enter into and perform this Agreement, and to borrow funds and own property and carry on the business. The Borrower has the power to execute and deliver, and to perform its obligations under this Agreement, the Security and to takeall necessary corporate or legal action to authorize each of the foregoing and undergoing acts. It has obtained all necessary consents and authorities from all parties required or entitled to be consulted about acceptance of the terms of the Credit Facility and such terms will not conflict with any existing law or with any other Agreements to which the Borrower is a party.6.2The Agreement and the security constitute valid, legal andbinding obligations enforceable in accordance with their respective terms.6.3No event has occured which constitutes a default by theBorrower under or any respect of any Agreement, undertaking or instrument to which the Borrower is a party or by which the Borrower or any of its assets or properties maybe bound. Furthermore, no event has occured which with the giving of notice, lapse of time or other condition will constitute a default by the Borrower under or in respect of any such agreement, undertaking or instrument.6.4Legal Proceedings.Borrower covenants that there is noaction, suit or proceeding pending or, to the knowledge of Borrower, threatened, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that might result ina material adverse change in Borrower’s ownership ortitle to any of the Collateral or in its financial condition or operations. As used in this subsection, thephrase “to the knowledge of Borrower”shall mean thecurrent actual knowledge of the executive officers and directors of Borrower.6.5Disclosure. This Agreement does not contain any untruestatement of a material fact and does state all material facts necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. There is, to the knowledge of Borrower, no fact that would materially adversely affect its business, prospects, condition, affairs or operationsor any of its properties or assets.7. Affirmative CovenantsUntil all amounts owed under the terms of this Agreement have been paid in full or otherwise satisfied, the Borrower, at its own expense, covenants and agrees at all times to comply with the terms of this Article.7.1Notice of Default: Immediately upon obtaining knowledge ofthe occurrence of any event that constitutes an Event ofDefault (Article 10), or that with notice or lapse of time, or both, would constitute an Event of Default, Borrowershall give written notice thereof to Lender, together witha detailed statement of the steps being taken by Borrowersto cure such event.7.2Payment of Taxes:Borrower shall pay, indemnify and holdLender harmless from (i) all taxes, assessments andcharges lawfully levied or imposed by the Federal Republicof Thailand, any state or local government, any taxingauthority or any political or governmental subdivision ofany foreign country on or with respect to the Network orany part thereof, and (ii) any other claims which, ifunpaid, might become by law a lien upon Borrower’sproperty; except, and only to the extent that any suchtaxes, assessments, charges or claims are being contestedin good faith (and for the payment of which adequatereserves have been provided) by appropriate proceedingsconducted diligently and in good faith so long as suchproceedings do not involve a material danger of the sale,forfeiture or loss of all or a material portion of theCollateral.7.3Notice of Litigation: Borrower shall promptly notifyLender in writing of the initiation of any litigationagainst Borrower that in Borrower’s good faith judgmentmight materially and adversely affect the operations,financial condition, property or business of Borrower.7.4Inspection: Borrower shall permit Lender or its designatedrepresentative, at all reasonable hours upon reasonableadvance notice, to visit and inspect Borrower’sproperties, offices, and facilities, and to examine Borrower’s books of account, solely to monitor the statusof the financial condition of Borrower. Lender agrees that any such visitation or inspection may be escorted and monitored by Borrower.8. Conditions PrecedentThe obligations of Lender to disburse the proceeds of the Credit Facility under the Financial Proposal and this Agreement are conditional upon:8.1The Borrower’s submission of the resolution of its Boardof Directors which shall state and indicate:(A)That consent has been given by the Board of Directors ofthe Borrower sanctioning the Borrowing the Principal Sumin accordance with the terms of this Agreement.(B)Submission to the Lender of a certified true copy of theBorrower’s Licenses from the Thailand GovernmentAuthority with the Borrower’s Official Stamp.8.2The issuance of twelve (12) irrevocable, unconditional,and transferable Promissory Notes from the BUYER (disburser), amounting to each installment(US$5,402,287), payable to the SELLER, within 30 days from the date of shipment for the Principal Contract.8.2.1The amount and date of each payment shall be indicated onthe Promissory Note.8.2.2The BUYER shall accomplish all the necessary procedures ofsignature, stamp or endorsement on Promissory Notes, which may be required by the local disburser.8.3The undertaking of the Borrower to submit an acceptablesecurity for the Credit Facility as per Articles 4 of this Agreement.8.4Evidence satisfactory to the Lender having been furnishedthat the execution and delivery of this Agreement on behalf of the Borrower has the corporate sanction of the Borrower.8.5The Borrower having taken all proceedings in connectionwith the transactions contemplated under this Agreement, having executed and caused to be executed all documents incidental thereto, in forms and substance satisfactory to the Lender. Such documents including but not limited to all legal documentation stated and contemplated herein.9. Negative Covenants of the Borrower9.1Until all amounts owed under this Agreement, have beenpaid in full or otherwise satisfied under the terms of this Agreement, Borrower, without the prior written consent of Lender, covenants and agrees that it shall not:(A)Substantially change the nature of its business(B)Undertake any merger or consolidation,(C)Incur, assume or otherwise contract any medium orlong term debt without the prior consent of theLender, which consent shall not be unreasonablywithheld.(D)Act as guarantor or surety for the obligation of anyperson or entity that may materially affect the BankGuarantee granted the Lender as security herein.(E)Declare or pay any bonus or other similarremuneration to investors which after payment wouldimpair the liquidity of the Borrower or if at thetime or as a result of the declaration or payment ofthe said dividends, the Borrower shall be in arrearsof any payment to the Lender10. Events of DefaultThe occurrence of one or more of the following events (herein called Events of Default) shall constitute a default under this Credit Facility Agreement.10.1The Borrower shall fail or refuse to pay any amountpayable under the Agreement or other documents when due and payable;10.2The Borrower shall fail or refuse to perform or observeany other covenant contained in the Agreement and suchdefault shall remain unremedied for a period of thirty (30) days after the Borrower shall have received written noticethereof from the Lender.10.3Any statement, representation, or warranty made by theBorrower in the Agreement or in any other documentdelivered or made pursuant thereto shall prove to beincorrect or untrue;10.4If any report, data, material information given by theBorrower to the Lender is found to have been knowinglyfalsely made or if there has been any substantial changein such report, data, material information so to as toaffect the basis of the sanction of the Credit Facility orwhich may affect the successful completion of the Project;10.5If the Borrower choose to provide the security in the formof Bank Guarantee, this Bank Guarantee shall for anyreason cease to be valid and in full force and effect orshall become unenforceable;10.6When any of the Borrower’s obligations with the Lenderincurred prior to or after the date hereof shall not bepaid at there stated due dates;10.7If any consent required by law to make the Agreement orits performance valid, legally binding or enforceable isnot obtained by the Borrower;10.8If the Borrower shall without the consent of the Lenderpreviously obtained in writing create, purport or attemptto create any mortgage or charge.10.9If the Borrower shall pass any resolution for thevoluntary winding up of the Borrower (otherwise than forthe purpose of amalgamation and reconstruction) orpetition for the winding up of the Borrower be presentedto the court;10.10Any other indebtedness of the Borrower and/or any of itsshare holders, subsidiaries and affiliates from any otherlenders in respect of Credit Facilities and/or guaranteesnot paid on due date or upon demand or such event or theconsequences of such events is in the opinion of lendermaterially prejudicial to its interest10.11If the Borrower shall become insolvent, bankrupt andunable to pay its debts or shall take advantage ofinsolvency, moratorium, or other laws for the relief ofdebtors, or there shall be commenced against the Borrowera similar proceeding which shall remain unresolved orpending for a period of thirty (30) days, or any judgmentor order is entered by a court of competent jurisdictionfor the appointment of a receiver, trustee or the like totake charge of all or substantially all of the Borrower’sassets;10.12Any act or deed or judicial or administrative proceedingsin the nature of an expropriation, confiscation,nationalization, intervention, acquisition, seizure, orcondemnation with respect to the Borrower, its businessand operation, management or ownership thereof, or itscapital stock, property or assets, or any substantialportion thereof shall be instituted by governmental agency, or authority or instrumentality purporting to exercisegovernmental authority, present or future of the Kingdomof Thailand, and such acts, deed or proceedings shallcontinue to be unresolved or pending for a period of morethan thirty (30) days; OR10.13Any of the licenses, concessions, permits, rights(including rights of way), franchise or privilegesrequired for the conduct of the Borrower’s business andoperations shall be revoked, cancelled or otherwiseterminated, or the free and continued use and exercisethereof shall be curtailed or prevented or the occurrenceof any act in general whether, similar or not to theforegoing;10.14If any extraordinary situation shall have arisen thecontinuance of which in the opinion of the Lender shallmake it improbable that the Borrower will be able toperform its obligations under this Agreement.In any of the above mentioned events, the Lender may at any time declare the outstanding balance of any and all credit accommodations extended to the Borrower due and payable immediately and avail itself of the remedies provided for in this Agreement, the security documents and by law.11. RemediesUpon the occurrence of an Event of Default and while any Event of Default is continuing, Lender may at its option elect to pursue any or all of the following remedies, which are cumulative and in addition to any other right or remedy provided by applicable law:A.Without further demand, protest or notice of anykind to Borrower, declare any or all sums andobligations due under the Documents to be due andimmediately payable, and upon such declaration thesame shall become and be immediately due and payableB.If Borrower fails to perform any act that it isrequired to perform under this Agreement or the BankGuarantee, Lender may, but shall not be obligated to,perform, or cause to performed, such act, providedthat any reasonable expense thereby incurred byLender and any money thereby paid by Lender, shallbe a demand obligation owing by Borrower and Lendershall promptly notify Borrower of the amount of suchobligation, which obligation shall bear interest atthe Default Rate from the date Lender makes suchpayment until repaid by Borrower; and Lender shallbe subrogated to all rights of the person receivingsuch payment;C.Enforce Lender’s rights under the Bank Guarantee;D.Institute one or more legal proceedings at law or inequity for the specific performance of any covenant,condition, agreement or undertaking contained in theDocuments, or in aid of the execution of any powersgranted therein and/or to recover a judgment fordamages for the breach hereof, including, withoutlimitation, any amount due under the Documents,either by their terms or by virtue of suchdeclaration, and collect the same out of anyproperty of Borrower and/or enforcement of suchother appropriate legal or equitable remedy as mayin the opinion of Lender be necessary to protect andenforce Lender’s rights under the Documents;12. Effective Date & Termination of the Agreement12.1.Effective Date of Agreement: The Agreement shall comeinto force on the date when it is signed by both parties and effect upon the fulfillment of the conditions for its effectiveness as per stipulated in Article 8, or on the date specified herein.12.2.Termination of the Agreement:If and when the entireprincipal amount of the Credit Facility, interest thereon and all other amounts payable or refundable by the Borrower under the Agreement shall have been paid in full, then the Agreement will terminate and cease to have any legal effect, in which case the Borrower shall be discharged accordingly. Otherwise, the Agreement shall remain in full force and effect and shall be binding upon the Parties and their successors in title.13. Costs and expenses of collection and enforcementBorrower shall pay to Lender on demand all reasonable attorneys fees and other costs and expenses reasonably incurred by Lenderin exercising Lender’s rights, powers or remedies under thisAgreement or the Bank Guarantee, together with interest on such sums at the Default Rate from the date when the costs and expenses are incurred until fully paid. If because ofBorrower’s default the Lender consults an attorney regardingthe enforcement of any of its rights under any document, or if suit is brought to enforce any document, Borrower promises topay all costs thereof, including attorneys’fees. Such costsand attorneys’fees shall include, without limitation, costs and attorneys’fees incurred in any appeal, forfeitureproceeding or in any proceedings under any present or future federal bankruptcy or state receivership law.14. Allocation of proceedsThe (a) proceeds of any sale, (b) proceeds of any insurance received by Lender under any insurance policy obtained by any Borrower hereunder, and (c) any and all other moneys received by Lender with respect to the Agreement and the Principal Contract, the application of which has not elsewhere herein been specifically provided for, shall, except as otherwise specified in any applicable document, be applied as follows:A.First, to the payment of all expenses and charges,including expenses of any sale or retaking,reasonable attorneys’fees, court costs and otherexpenses or advances reasonably made or incurred byLender, or on Lender’s behalf, under the Documentsupon an Event of Default, and to the payment of, andprovision for adequate indemnity for, any taxes,assessments or liens prior to the lien of Lender;B.Second, to the payment of all accrued and unpaidinterest;C.Third, to the payment of the unpaid principalbalance;D.Fourth, to the payment of all other amounts due toLender under the Agreement; andst, any residue shall be paid to Borrower, or asotherwise required by law, or, directed by a courthaving jurisdiction.If the proceeds and other sums described in this Section are insufficient to pay in full all amounts due to Lender under the Agreement, Borrower shall immediately pay such deficiency to。