for the purpose of inducing Agent and the Lenders to make a Revolving Loan to
the Borrower.
The undersigned hereby represents, warrants and certifies that the calculation
of the Borrowing Base, on the attached Schedule 1, is true, complete and
correct, and that the information reflected in this Borrowing Base Certificate
complies with the representations and warranties and definitions set forth in
the Credit Agreement.
7.02(c)-1
THIS BORROWING BASE CERTIFICATE IS EXECUTED AND DELIVERED THIS _____ DAY OF
__________, 20__.
Very Truly Yours,
SUNPOWER CORPORATION
By:
Print Name:
Title:
7.02(c)-2
SCHEDULE 1
TO
BORROWING BASE CERTIFICATE
Calculation Date:
________ __, 20__
A.
Exchange Rate (prior day; rounded to closest 1/1000 of 1%):
____________%
B.
Most Recent KSE Trading Day:
________ __, 20__
C.
WJE Stock Closing Price (on date specified in B; in KRW):
________________
D.
Number of Shares of WJE Stock pledged:
________________
E.
WJE Stock Value (C times D):
________________
F.
Dollar Equivalent WJE Stock Value (A times E):
________________
G.
Borrowing Base (30% of F):
________________
H.
Aggregate Outstanding Commitments:
$70,000,000.00
I.
Maximum amount permitted to be outstanding (lesser of G and H):
$________________
J.
Revolving Outstandings:
$________________
K.
Availability (I minus J):
$________________
7.02(c)-3
EXHIBIT 11.06(b)
[FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, modified, supplemented or
restated, the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable