1、Annex 6 Seller's CreditAgreementTHIS SELLER S CREDIT AGREEMENT is made and entered into onday of (mon th),_ ( year),by and betwee n: WuhanFiberhome InternationalTechnologiesCo.,Ltd , a corporati on in corporated and existing under the laws of the People'sRepublicwitC htnprincipal placeof bus

2、 in esslocated at 88Youkeyua n Road, Hongsha n District, Wuha n, People'Republic of Chin a(here in after referred toas the Len der” which expressi on where the con text so admits shall in cludeits assig n and successors in title) andWin Win Net Corporation Co., Ltd(WNC),a compa ny in corporated

3、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, Ban gkok 10900, Thaila nd (here in after referred。asth “ Borrower ” , which expressi on where the con text so admits shall i nclude its assig n a

4、nd successors in title).WITNESSETH THAT:A WHEREAS,Borrower is a telecom muni cati ons service provider lice nsed to provide telecom muni cati ons services withi n the Kin gdom of Thaila nd;a ndB WHEREAS, Borrower wishes to deploy a FTTH network in the Kingdom of Thailand using Lenders products and a

5、ssociated services;a ndC WHEREAS, Len der has experie nee and expertise in the bus in ess of designing, integrating, manufacturing, supply, servicing and financing of fiber com muni cati ons cables and telecommu ni catio n equipme nts;a ndWHEREAS, Borrower has approached Lender for a credit facility

6、 to financethe first phase of deployment of the FTTHnetwork in Thailand here in after referredto as“ the Netto deploy the Network withinthe Kin gdomof Thailato as f he Prin cipalCon tract ” with the con tract- VNC FTTH PROJECT;a ndnd here in afterreferredNo. WNC-FHI-HTT-01/2009E WHEREAS the Len der

7、has agreed to grant to the Borrower the credit facility to finance the first phase of deployment of the said Network in Thaila nd under the terms and con diti ons here un der provided, by meansof its equipme nt, impleme ntati on and services.NOW THEREFORE , IN CONSIDERATION OF THE PREMISES AND COVEN

8、ANTS DESCRIBED HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:1.Defin iti ons: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

9、the follow ing meanin gs:1.1"Agreement"means this agreeme nt in cludi ngame ndme nts,modifications and suppleme nts hereto or any partthereof (in cluding anyExhibits orSchedules) pursua nt to the terms of thisAgreeme nt,providedall such exhibits, amendments, modifications and supplements a

10、re reduced to writ ing and sig ned by both the Len der and the Borrower.1.2Principal Contract” mea ns the Con tract No. WNC-FHI-HTT-01/2009- VNCFTTHPROJECTto deploy a FTTHNetwork within the Kin gdomof Thaila nd betwee n the Len der and the Borrower.1.3“ Contract Value” means the cost of the Con trac

11、t Equipme nt and Services.The total Con tractValue shall be split into 4 phases as stipulated in thePrin cipal Con tract.1.4Effective Date ” means the date on which this Agreement is duly executed by the parties hereto1.5Grace Period ” shall be commeneed from the shipment date of supply for theWNC F

12、TTH Project-Phase I.1.6The Credit Facility ” mean70%of the con tract value of Phase I. The creditfacility shall be up to the sum of USD 64,827,445.00 (SAY US DOLLARSSIXTY-FOURMILLION EIGHTHUNDREDANDTWENTY-SEVENTHOUSANDFOURHUNDREDANDFORTY- FIVE ONLY).1.7“DeliveryPoint ” means the customs facilityin T

13、hailand mutually agreedupon by the parties.1.8Project ” shall mean the purpose or undertaking for which the credit facility is gran ted, as described in this Agreeme nt or as maybe ame nded from time to time.1.9Lien ” includes charges, pledges, mortgages, privileges, priorities, encumbra nces or sec

14、urities of any kind.2.The Credit Facility:2.1The CreditFacility:The CreditFacilityshallbe availableupon terms andconditions set forth in this Agreement, the Financial Proposal, and the Principal Contract.2.2The Lender has agreed to grant to the Borrower the principal amount of USD 64,827,445.00 (SAY

15、 US DOLLARS SIXTY-FOUR MILLION EIGHT HUNDRED AND TWENTY-SEVENTHOUSANDFOURHUNDREDANDFORTY-FIVEONLY) 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 ma

16、y deem necessary in the circumstance.2.3 Tenor of the CreditFacility:The tenorof the CreditFacilityshallbe three(3) years and three (3) months.2.4 Grace Period: There shall be a Grace Period of 3 months from the date of shipment of the supply for Phase I.2.5 Repayment of the Credit Facility:The repa

17、yment of the Credit Facility shallbe in United States Dollars and shall be repaid in twelve (12) equal quarterly installments in the sum of US$5,402,287 (SAY US-DOLLARS FIVEMILLION FOURHUNDREDANDTWOTHOUSANDTWOHUNDREDANDEIGHT-SEVENONLY) to commence after the Grace Period.2.6 The repayment of the Cred

18、it Facility by the Borrower shall on demandor without demand within the first week of each quarter in accordance with theconditions herein contained.2.7 Ifany amount due under thisAgreement is not paid when and as due, such amountshallbear interestfrom the date suchpayment was due untiland including

19、the date such payment is received by Lender at a rate per annum equal to LIBOR + 400Bp (LIBOR + 4.0 %) per annum (the Default Rate).2.8 Prepayment of the CreditFacility:The Borrower may prepay the CreditFacilityin advance of maturityor due date withoutpenalty;providedhowever, thatallaccrued and calc

20、ulatedinterestoutstandingor expected as of the timeare also paid.2.9 Place and Method of Payment:The principal and/or interest on the CreditFacility shall be paid on the due date by the Borrower to theLender at Lender ' asddress specified in this Agreement or such other place the Lender may indi

21、cate in writing 7 days before the due date.3.Interest and Fees3.1Interest:The Borrower shall pay to the Lender interest at the rate equalto LIBOR plus 400Bp on all outstanding balance from time to time. Theinterest shall accrue from the date of shipment of the supply for Phase Iof theNetwork until t

22、he total credit amount is fullyrepaid. The interestshallbe payable based on the prevalent LIBORon the firstday of each quarter(actual LIBOR). Interest for the first 10 installments will be paid withLIBOR assumed to be that on the date of both Parties signing the PrincipalContract, which is 2.13% on

23、March 13, 2009 (assumed LIBOR). The balanceaccruedfrom the difference between the assumed LIBOR and the actual LIBORshall be settled in the last 2 installments of repayment for the Credit Facility.3.2Legal Fees and Related Costs and Expenses:All costs and expenses, includinginsurances,lawyers profes

24、sionalfees,documentary stamps, taxes and otherlegal charges payable in connection with the execution, delivery,registrationand enforcement of the Agreement, the guarantee and the otherdocuments referred to herein shall be for the account of the Borrower.4.Security4.1Security: To secure repayment of

25、the Credit Facility and the performanceof all obligations of the Borrower under this Agreement, the borrower shallprovide at least one of the following means as financial security to theLender:Before the commissioning date of the network under implementation schedule of Phase I, Borrower shall be re

26、sponsible for rendering all its resourcesto assist the Lender until Lender has reached a Receivables Purchase Agreement (sans recourse purchase) with any bank accepted by Lender;Borrower shallprovidea securitycoveringat least35%of the BOQcontractvalue of Phase I either in the form of Cashier' s

27、Check or Bank Guarantee.This security shall be irrevocable and transferable and made payable toLender unconditionally,and shallbe releasedsubjectto the consent of theLender.4.2Regulatory Agency Approvals of Charges/Mortgages:In case any provisionof law or contract requires the prior authorization, a

28、pproval or consentof any departme nt, bureau, office, age ncy or in strume ntality of thegovernment or of any person, association, corporation or other en titiesfor a validand propercreation or executi on by theBorrowerofany charge,security,mortgage orlien required tobe executedin favorofLender,theB

29、orrower shall secure such authorization,approvalor consentand cause thesame to be issued in the proper or stipulated form an d/or en dorse on thedeed of mortgage or lie n. Conv ersely, where the Len der by the failureof the Borrower shall take steps to acquire such consents, approvals andauthorizati

30、ons,all feesand charges incurred shall be fortheacco untofthe Borrower.5.Project and the Borrower5.1Borrower shall guarantee to follow the reimbursement schedule and amountsin the appendixCredit An alysis by means of its reve nue gainedfrom the Network and it s own cash flow. The Con tractor's r

31、eal rightsinthe con tractualequipme ntsof Phase Ishall rema in validun til Employerhas effected reimburseme nt as scheduled.5.2Maintenance of Legal Personality: Borrower shall cause to be done all thingsn ecessary to main ta in and preserve the corporate existe nee, rights andfranchises of Borrower

32、and shall comply with all related laws applicable to Borrower an d/or its subsidiaries.5.3FinancialInformation : Borrower shallfurnishor cause tobe furnished toLen der, as soon as practicable and in any eve nt with in thirty (30) daysafter the close of each fiscal quarter, the following unaudited fi

33、nancialstateme nts of Borrower for each such quarter, all in reas on able detailand certified by a Responsible Officer of Borrower to be true and correct:bala nee sheet, stateme nt of in come, and stateme nt of cash flows all asof the end of such fiscal year (together, in each case, where applicable

34、,with thecomparable figures forthe prior fiscalyear), allinreas on abledetail. Annual con solidated finan cial stateme nts shall be prepared andaudited(without any qualificationorexceptiondeemed materialby Lender)in accorda nee with gen erally accepted acco unting prin ciples applied ona basis con s

35、iste ntly maintained throughout the period invo Ived (except as disclosed in the notes to the financial statements) by independent auditors of recog ni zed n ati onal sta nding or otherwise reas on ably acceptable to Len der.5.4Con curre ntly with the informatio n described in5.3 above, a certificat

36、eof a Resp on sible Officerof Borrower stati ng thatthe con solidated financial stateme nts delivered to Len der are properly stated and that there exists no Event of Default, or eve nt which with no tice or lapse of time, or both,would constitute an Event of Default, or, if any such event exists, s

37、pecifying 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, from time to time, such additional financial and other information as Lender may reasonably request in order to monitor the fin

38、ancial condition of Borrower.5.6Borrower shall also furnish or cause to be furnished information relatingto further borrowing from third parties that may have substantial effects on the Borrower ' s finances or cash flow.5.7ProhibitionagainstAlienationor disposition:The Borrower shallat no time,

39、while any part of the CreditFacilityor any other obligationof the Borrowerto the Lender remains unpaid, sell, assign, transfer, alienate, encumber,lease, remove or otherwise dispose of any assetor property purchased orfinancedwiththe proceeds of the CreditFacilityor mortgaged, pledged orassigned to the Lender.6.Repre