Exhibit
10.1


SHARE LENDING AGREEMENT


Dated as of July 25, 2007


Among


SUNPOWER CORPORATION (“Lender”),


and


CREDIT SUISSE INTERNATIONAL (“Borrower”),
through CREDIT SUISSE SECURITIES (USA) LLC, as agent for Borrower (“Borrowing
Agent”),


and


CREDIT SUISSE SECURITIES (USA) LLC, in its capacity as
Collateral Agent (as hereinafter defined). This Agreement sets forth the terms
and conditions under which Borrower may borrow from Lender shares of Common
Stock.


The parties hereto agree as follows:


Section 1.               Certain Definitions. 
The following capitalized terms shall have the following meanings:


“1.25% Convertible Notes” means the
$200,000,000 aggregate principal amount of 1.25% Senior Convertible Debentures
due 2027 issued by Lender on February 2, 2007.


“Business Day” means, with respect to any Loan
hereunder, a day on which regular trading occurs in the principal trading
market for the Common Stock.


“Cash” means any coin or currency of the United
States as at the time shall be legal tender for payment of public and private
debts.


“Clearing Organization” means The Depository
Trust Company, or, if agreed to by Borrower and Lender, such other Securities
Intermediary at which Borrower (or Borrowing Agent) and Lender maintain
accounts.


“Closing Price” on any day means, with respect
to the Common Stock (i) if the Common Stock is listed or admitted to
trading on a U.S. securities exchange registered under the Exchange Act or is
included in the OTC Bulletin Board Service (operated by the National
Association of Securities Dealers, Inc.), the last reported sale price,
regular way, in the principal trading session on such day on such market on
which the Common Stock is then listed or is admitted to trading (or, if the day
of determination is not a Business Day, the last preceding Business Day) and
(ii) if the Common Stock is not so listed or admitted to trading or if the
last reported sale price is not obtainable (even if the Common Stock is listed
or admitted to trading on such market), the average of the bid prices for the
Common Stock obtained from as many dealers in the Common 













Stock (which may include
Borrower or its affiliates), but not exceeding three, as shall furnish bid
prices available to the Lender.


“Collateral” means any Cash or Non-Cash
Collateral.  Each of the parties to this Agreement hereby agree that Cash
and each item within the definition of Non-Cash Collateral shall be treated as
a “financial asset” as defined by Section 8-102(a)(9) of the UCC.


“Collateral Account” means the securities
account of the Collateral Agent maintained on the books of Credit Suisse
Securities (USA) LLC, as securities intermediary, and designated “Credit Suisse
Securities (USA) LLC, as Collateral Agent of SunPower Corporation, as pledgee
of Credit Suisse International, as Borrower of Loaned Shares.”  Any
Collateral deposited in the Collateral Account shall be segregated from all
other assets and property of the Collateral Agent, which such segregation may
be accomplished by appropriate identification on the books and records of
Collateral Agent, as a “securities intermediary” within the meaning of the
UCC.  The Securities Intermediary acknowledges that the Collateral Account
is maintained for the Collateral Agent and undertakes to treat the Collateral
Agent as entitled to exercise the rights that comprise the Collateral credited
to the Collateral Account.  For purposes
of UCC Section 9301(2), the Collateral Account and the Collateral will reside
in New York, New York.


“Collateral Agent” means Credit Suisse
Securities (USA) LLC, in its capacity as collateral agent for Lender hereunder,
or any successor thereto under Section 20.


“Collateral Percentage” means 100%.


“Common Stock” means shares of Class A Common
Stock, par value $0.001 per share, of Lender, or any other security into which
the Class A Common Stock shall be exchanged or converted as the result of any
merger, consolidation, other business combination, reorganization,
reclassification, recapitalization or other corporate action (including,
without limitation, a reorganization in bankruptcy), in each case not involving
an Unaffiliated Third Party.


“Convertible Notes” means the $200,000,000
aggregate principal amount of 0.75% Senior Convertible Debentures due 2027
issued by Lender, or up to $225,000,000 aggregate principal amount to the
extent the option to purchase additional 0.75% Senior Convertible Debentures
due 2027 is exercised in full as set forth in the underwriting agreement
relating to the underwritten offering of the 0.75% Senior Convertible
Debentures due 2027.


“Credit Downgrade” occurs when the Borrower
receives a rating for its long term, unsecured and unsubordinated indebtedness
that is below A- by Standard and Poor’s Ratings Group, or its successor (“S&P”),
or below A3 by Moody’s Investors Service, Inc., or its successor (“Moody’s”),
or, if either S&P or Moody’s ceases to rate such debt, an equivalent or
lower rating by a substitute rating agency mutually agreed upon by the Lender
and the Borrower.


“Credit Upgrade” occurs when the Borrower
receives a rating for its long term, unsecured and unsubordinated indebtedness
that is A- or better by S&P or A3 or better by Moody’s, or, if either
S&P or Moody’s ceases to rate such debt, an equivalent or higher rating by
a substitute rating agency mutually agreed upon by the Lender and the Borrower.



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“Cutoff Time” shall mean 10:00 a.m. in the
jurisdiction of the Clearing Organization, or such other time on a Business Day
by which a transfer of Loaned Shares must be made by Borrower or Lender to the
other, as shall be determined in accordance with market practice.


“Early Return
Event” means a merger, consolidation, other business combination,
reorganization, reclassification, recapitalization or similar corporate action,
in each case intended to qualify as a reorganization under section 368 of the
Internal Revenue Code of 1986, as amended, to which the Lender or an affiliate
of the Lender is a party and upon consummation of which it is reasonably
expected that at least 80% of the capital stock of the Lender (or the surviving
corporation if the Lender is acquired) will be held by non-affiliates of the
Lender or the surviving corporation.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


“Indenture” means the Indenture dated as of
February 7, 2007, between the Lender and Wells Fargo Bank, National
Association, as trustee, as supplemented by the first supplemental indenture
dated as of February 7, 2007, pursuant to which the 1.25% Convertible Notes
were issued (the “First Supplemental Indenture”), as further
supplemented by the second supplemental indenture to be dated as of July 31,
2007, pursuant to which the Convertible Notes will be issued (the “Second
Supplemental Indenture”).


“Loan Availability Period” means the period
beginning with the date of issuance of the Convertible Notes and ending on the
earliest of (i) August 1, 2027, (ii) the date as of which the Lender has
notified the Borrower in writing of its intention to terminate this Agreement
at any time after the latest of (x) the date on which the entire principal amount
of Convertible Notes ceases to be outstanding, (y) the date on which the entire
principal amount of 1.25% Convertible Notes ceases to be outstanding and (z)
the date on which the entire principal amount of any additional convertible
securities of the Lender which the Lender has in writing consented to permit
the Borrower to hedge under this Agreement ceases to be outstanding, in each
case, whether as a result of conversion, redemption, repurchase, cancellation
or otherwise and (iii) the date on which this Agreement shall terminate in
accordance with the terms of this Agreement.


“Loaned Shares” means shares of Common Stock
initially transferred to the Borrower in a Loan hereunder until such Loan or
portion thereof is terminated and a corresponding number of Loaned Shares is
transferred to Lender pursuant to this Agreement; provided that in respect of
any such share of Common Stock initially transferred to the Borrower by Lender
and subsequently transferred by the Borrower to another transferee, “Loaned Share”
means an equivalent number of shares of identical Common Stock.  If, as
the result of a stock dividend, stock split or reverse stock split, the number
of outstanding shares of Common Stock is increased or decreased, then the
number of outstanding Loaned Shares shall be proportionately increased or
decreased, as the case may be.  If any new or different security (or two
or more securities) shall be exchanged for the outstanding shares of Common
Stock as the result of any reorganization, merger, consolidation,
reclassification, recapitalization or other corporate action (including,
without limitation, a reorganization in bankruptcy) not involving an
Unaffiliated Third Party, such new or different security (or such two or more
securities collectively) shall, 



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effective upon such
exchange, be deemed to become a Loaned Share in substitution for the former
Loaned Share for which such exchange is made.


“Market Value” on any day means (i) with
respect to Common Stock, the most recent Closing Price of the Common Stock
prior to such day and (ii) with respect to any Collateral that is
(a) Cash, the face amount thereof, (b) a letter of credit, the
undrawn amount thereof and (c) any other security or property, the market
value thereof, as determined by the Collateral Agent, in accordance with market
practice for such securities or property, based on the price for such security
or property as of the most recent close of trading obtained from a generally
recognized source or the closing bid quotation at the most recent close of
trading obtained from such source, plus accrued interest to the extent not
included therein, unless market practice with respect to the valuation of such
securities or property in connection is to the contrary.


“Maximum Number of Shares” means 1,800,000
shares of Common Stock, subject to the following adjustments:


(a)   If, as the result of a stock dividend, stock
split or reverse stock split, the number of outstanding shares of Common Stock
is increased or decreased, the Maximum Number of Shares shall, effective as of
the payment or delivery date of any such event, be proportionally increased or
decreased, as the case may be.


(b)   If, pursuant to a merger, consolidation,
other business combination, reorganization, reclassification, recapitalization
or other corporate action (including, without limitation, a reorganization in
bankruptcy), in each case involving an Unaffiliated Third Party, the Common
Stock is exchanged for or converted into cash, securities or other property,
the Maximum Number of Shares shall be reduced to zero on the effective date of
such event.


(c)   Upon the termination of any Loan pursuant to
Section 6(a) the Maximum Number of Shares shall be reduced by the
number of Loaned Shares surrendered by Borrower to Lender.


(d)   Notwithstanding the foregoing, in no event
shall the Maximum Number of Shares at any time exceed the sum of (x) the
product of (i) the aggregate principal amount of Convertible Notes outstanding
at such time, divided by $1,000 and (ii) the Conversion Rate (as defined
in the Second Supplemental Indenture) of the Convertible Notes plus (y)
the product of (i) the aggregate principal amount of 1.25% Convertible Notes
outstanding at such time, divided by $1,000 and (ii) the Conversion Rate
(as defined in the First Supplemental Indenture) of the 1.25% Convertible Notes
plus (z) the product of (i) the aggregate principal amount outstanding
at such time of any additional convertible securities of the Lender which the
Lender has in writing consented to permit the Borrower to hedge under this
Agreement, divided by $1,000 and (ii) the conversion rate (as defined in
an indenture or a supplemental indenture relating to such additional
convertible securities) of such additional convertible securities.


“Non-Cash Collateral” means (i) any
evidence of indebtedness issued, or directly and fully guaranteed or insured,
by the United States of America or any agency or instrumentality thereof;
(ii) any deposits, certificates of deposit or acceptances of any
institution which is a 



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member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than $500 million at the time of deposit (and which may include the
Collateral Agent or any affiliate of the Collateral Agent so long as the
Collateral Agent is other than Borrower or an affiliate of Borrower);
(iii) any investments of any Person that is fully and unconditionally
guaranteed by a bank referred to in clause (ii); (iv) any repurchase
agreements and reverse repurchase agreements relating to marketable direct
obligations issued or unconditionally guaranteed by the United States of
America or issued by any agency thereof and backed as to timely payment by the
full faith and credit of the United States of America; (v) commercial
paper of any corporation incorporated under the laws of the United States or
any State thereof that is rated “investment grade” A-1 by Standard &
Poor’s Rating Group, a division of McGraw Hill Inc., or any successor thereto,
or P-1 by Moody’s Investors Services, Inc., or any successor thereto;
(vi) any money market funds (including, but not limited to, money market
funds managed by the Collateral Agent or an affiliate of the Collateral Agent)
registered under the Investment Company Act of 1940, as amended; (vii) any
letter of credit issued by a bank referred to in clause (ii); and
(viii) all proceeds of the foregoing; provided that in no event shall
Non-Cash Collateral include “margin stock” as defined by Regulation U of the
Board of Governors of the Federal Reserve System.


“Pledge Date” has the meaning set forth in
Section 3(a).


“Pledge Period” means any period beginning on a
Pledge Date and to the extent such Pledge Date occurred as a result of a Credit
Downgrade ending on the earlier of (i) the Business Day immediately
following the day on which Borrower notifies Lender and Collateral Agent that a
Credit Upgrade has occurred and (ii) the date on which this Agreement
shall terminate in accordance with the terms of this Agreement.


“Securities Intermediary” means a “securities
intermediary” as defined by Section 8-102(a)(14) of the UCC.


“UCC” means the Uniform Commercial Code as in
effect in the State of New York on the date hereof and as it may be amended
from time to time.


“Unaffiliated Third Party” shall mean, with
respect to any transaction by the Lender, any person that the Lender does not “control”
(as that term is defined by Rule 12b-2 under the Exchange Act) immediately
prior to the transaction.


“Unused Shares” means, as of any given time,
Loaned Shares which are held by the Borrower, or an affiliate of the Borrower,
long in its account and which Loaned Shares are not subject to any hedging
arrangements.


Section 2.               Loans of Shares; Transfers of
Loaned Shares.


(a)   Subject to the terms and conditions of this
Agreement, Lender hereby agrees to make available for borrowing by Borrower
during the Loan Availability Period, shares of Common Stock up to, in the
aggregate, the Maximum Number of Shares.



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(b)   Subject to the terms and conditions of this
Agreement, Borrower may by written notice to Lender on or prior to July 25,
2007 (a “Borrowing Notice”), seek to initiate a transaction in which
Lender will lend Loaned Shares to Borrower through the issuance by Lender of
such Loaned Shares to Borrower upon the terms, and subject to the conditions,
set forth in this Agreement (each such issuance and loan, a “Loan”). 
Borrower shall not deliver more than one Borrowing Notice.  Such Loan shall be confirmed by a
schedule and receipt listing the Loaned Shares provided by Lender to
Borrower (the “Confirmation”).  Such Confirmation shall constitute
conclusive evidence with respect to the Loan, including the number of shares of
Common Stock that are the subject of the Loan, to which the Confirmation
relates, unless a written objection to the Confirmation specifying the reasons
for the objection is received by Lender within five Business Days after the
delivery of the Confirmation to Borrower; provided that in no event shall the
delivery of the Confirmation or any such objection thereto delay the transfer of
Loaned Shares to which a Borrowing Notice relates pursuant to clause
(d) below.


(c)   Notwithstanding anything to the contrary in
this Agreement, Borrower shall not be permitted to borrow, and may not initiate
a Loan hereunder with respect to, any shares of Common Stock at any time to the
extent that Borrower determines that any Loan of such shares of Common Stock
shall cause Borrower to become, directly or indirectly, a “beneficial owner”
(within the meaning of Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder, a “Beneficial Owner”) of more than
9.9% of the shares of Common Stock outstanding at such time.  Under no
circumstances shall Lender be liable to Borrower for any Loan in contravention
of this Section 2(c).


(d)   Lender shall transfer Loaned Shares to
Borrower on or before the Cutoff Time on July 31, 2007.  Delivery of the
Loaned Shares to Borrower shall be made in the manner set forth under
Section 13 below.


Section 3.               Collateral.


(a)   Unless otherwise agreed by Borrower and
Lender, Borrower shall, no later than 10:00 a.m. New York time on the
second Business Day immediately following any day on which a Credit Downgrade
has occurred, transfer to Collateral Agent, for deposit to the Collateral
Account, Collateral with a Market Value at least equal to the Collateral
Percentage of the Market Value of the Loaned Shares as of the close of business
on the Business Day immediately preceding such transfer (any such date, a “Pledge
Date”).


(b)   During any Pledge Period, any Collateral
transferred by Borrower to Collateral Agent shall be security for Borrower’s
obligations in respect of the Loaned Shares and for any other obligations of
Borrower to Lender hereunder.  Borrower on the Pledge Date pledges with,
assigns to, and grants Collateral Agent for the benefit of Lender a continuing
first priority security interest in, and a lien upon, the Collateral, which
shall attach upon the transfer of the Loaned Shares by Lender to Borrower and
which shall cease upon the transfer of the Loaned Shares by Borrower to Lender,
a Credit Upgrade or upon the transfer of such Collateral to Borrower in
accordance with the terms of this Agreement.  In addition to the rights
and remedies 



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given to Lender hereunder, Lender shall have all the
rights and remedies of a secured party under the UCC.  To provide for the
effectiveness, validity, perfection and priority of Lender’s rights as a
secured party, Borrower acknowledges that Collateral Agent has obtained control
of any financial assets included in the Collateral (or shall have obtained
control upon posting of such Collateral pursuant to the terms contained herein)
within the meaning of Sections 8-106 and 9-106 of the UCC.  Collateral
Agent acknowledges that it has control of the Collateral (or shall have control
upon posting of such collateral pursuant to the terms contained herein) on
behalf of Lender within the meaning of Section 8-106(d)(1) of the
UCC.  Notwithstanding anything to the contrary herein, Lender may not use
or invest the Collateral and Collateral Agent shall take no instruction from
Lender regarding the use or investment of Collateral.  Promptly upon the
termination of any Pledge Period, the Collateral Agent shall release to the
Borrower all of the Collateral.


(c)   Borrower shall, promptly at the request of
the Collateral Agent and to the extent any Collateral is held in the United
Kingdom, execute all documents and do all things reasonably required by the
Collateral Agent to enable the Collateral Agent to register, within 21 days of
the Pledge Date or 15 days of the Collateral Agent’s request, whichever is
later, the security interest created by this Agreement in accordance with the
provisions of the Companies Act 1985 (United Kingdom).  The Borrower further agrees that if so
requested by the Collateral Agent at any time, to promptly execute all
documents (including any security agreements and transfers) and do all things
(including the delivery, transfer, assignment or payment of all or part of the
Collateral to the Collateral Agent or its nominee(s)) that the Collateral Agent
may reasonably specify for the purpose of (a) exercising the rights to the
Collateral or (b) securing and perfecting its security over or title to all or
any part of the Collateral (including transferring the Collateral into the name
of the Collateral Agent or its nominee(s)).


(d)   Except as otherwise provided herein, upon the
transfer to Lender of Loaned Shares pursuant to Section 6, Collateral
Agent shall release to Borrower Collateral with a Market Value equal to the
Collateral Percentage of the Market Value of the Loaned Shares so transferred
but only to the extent that immediately following such transfer of Collateral,
no Collateral Deficit would exist.  Such transfer of Collateral shall be
made no later than the Cutoff Time on the day the Loaned Shares are
transferred, or if such day is not a day on which a transfer of such Collateral
may be effected under Section 13, or if the transfer of Loaned Shares by
Lender to Borrower occurs after the Cutoff Time on such day, then in each case
the next day on which such a transfer may be effected.


(e)   If Borrower transfers Collateral to
Collateral Agent, as provided in this Section 3, and Lender does not
transfer (or has not transferred) the Loaned Shares to Borrower, Borrower shall
have the absolute right to the return of the Collateral; and if Lender
transfers Loaned Shares to Borrower and Borrower does not transfer Collateral
to Collateral Agent as provided in this Section 3, Lender shall have the
absolute right to the return of the Loaned Shares.


(f)    Borrower may, upon notice to Lender and
Collateral Agent, substitute Collateral for Collateral securing any Loan or
Loans; provided that such substituted Collateral shall have a Market Value such
that the aggregate Market Value of such substituted Collateral, together with 



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all other Collateral, shall equal or exceed the
Collateral Percentage of the Market Value of the Loaned Shares as of the date
of such substitution.


Section 4.               Mark
to Market.


(a)   During any
Pledge Period, if at the close of trading on any Business Day during the Loan
Availability Period the aggregate Market Value of all Collateral shall be less
than the Collateral Percentage of the Market Value of all the outstanding
Loaned Shares (a “Collateral Deficit”), Lender may, by notice to
Borrower and Collateral Agent, demand that Borrower transfer to Collateral
Agent, for deposit to the Collateral Account, no later than the following
Business Day, additional Collateral so that the Market Value of such additional
Collateral, when added to the Market Value of all other Collateral, shall equal
or exceed the Collateral Percentage of the Market Value of the Loaned Shares on
such Business Day of determination.


(b)   During any Pledge Period, if at the close of
trading on any Business Day during the Loan Availability Period the aggregate
Market Value of all Collateral shall be greater than the Collateral Percentage
of the Market Value of all the outstanding Loaned Shares (a “Collateral
Excess”), Borrower may, by notice to Lender and Collateral Agent, demand
that Collateral Agent transfer to Borrower such amount of the Collateral
selected by Borrower so that the Market Value of the Collateral, after
deduction of such amounts, shall thereupon be at least equal to the Collateral
Percentage of the Market Value of the Loaned Shares on such Business Day of
determination; provided however that with respect to clauses (a) and (b),
the Collateral Agent will promptly give Lender a statement setting forth the
Market Value of all Collateral upon Lender’s request and Lender shall have the
right to audit the Market Value of all Collateral.


(c)   Notwithstanding the foregoing, with respect
to any outstanding Loans secured by Collateral, the respective rights of Lender
and Borrower under Section 4(a) and Section 4(b) may be
exercised only where a Collateral Excess or Collateral Deficit exceeds 5% of
the Market Value of the Loaned Shares.


Section 5.               Loan Fee.  Borrower
agrees to pay Lender a single loan fee per Loan (a “Loan Fee”) equal to
$0.001 per Loaned Share.  The Loan Fee shall be paid by Borrower on or
before the time of transfer of the Loaned Shares pursuant to
Section 2(d) on a delivery-versus-payment basis through the
facilities of the Clearing Organization.


Section 6.               Loan Terminations.


(a)   Borrower may terminate all or any portion of
a Loan on any Business Day by giving written notice thereof to Lender and
transferring the corresponding number of Loaned Shares to Lender, without any
consideration being payable in respect thereof by Lender to Borrower.


(b)   All outstanding Loans, if any, on the last
day of the Loan Availability Period shall terminate on the first Business Day
following the last day of the Loan Availability Period (the “Facility
Termination Date”) and all outstanding Loaned Shares shall be delivered by
Borrower to Lender, without any consideration being payable in respect thereof
by Lender to Borrower, no later than the fifth Business Day following the
Facility Termination Date.



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(c)   If on any date, the number of Loaned Shares
exceeds the Maximum Number of Shares, the number of Loaned Shares in excess of
the Maximum Number of Shares shall be delivered by Borrower to Lender, without
any consideration being payable in respect thereof by Lender to Borrower, no
later than the third Business Day following such date (the “Delivery Due Date”).
If as a result of complying with this Section 6(c), Borrower would become a
Beneficial Owner of more than 9.9% of the shares of Common Stock outstanding at
such time, then Borrower shall be permitted to extend the Delivery Due Date for
all or a portion of the corresponding delivery obligation and in no event no
longer than such time to allow Borrower to return, as promptly as reasonably
practicable (but subject to applicable law, regulation or policy), such Loaned
Shares, through one transaction or a series of transactions, without causing
Borrower to become, directly or indirectly a Beneficial Owner of more than 9.9%
of the shares of Common Stock outstanding at such time. If a Loan is terminated
upon the occurrence of a Default as set forth in Section 11, the Loaned
Shares shall be delivered by Borrower to Lender, without any consideration
being payable in respect thereof by Lender to Borrower, no later than the third
Business Day following the termination date of such Loan as provided in
Section 11.


(d)   If the Lender notifies the Borrower in
writing at least seven Business Days prior to the anticipated consummation of
an Early Return Event (the “Anticipated Early Return Event Closing Date”),
that it wishes to have the Loans terminated with respect to all Unused Shares,
then no later than the Business Day prior to the Anticipated Early Return Event
Closing Date, Borrower shall transfer to Lender all Unused Shares as of the
fifth Business Day prior to the Anticipated Early Return Closing Date, without
any consideration being payable in respect thereof by Lender to Borrower.


Section 7.               Distributions.


(a)   If at any time when there are Loaned Shares
outstanding under this Agreement, Lender pays a cash dividend or makes a cash
distribution in respect of its outstanding Common Stock to the then holder or
holders of such Loaned Shares, Borrower shall pay to Lender (whether or not
Borrower is a holder of any or all of the outstanding Loan Shares), within one
Business Day after the payment of such dividend or distribution, an amount in
cash equal to the product of (i) the amount per share of such dividend or
distribution and (ii) the number of Loaned Shares on which the dividend or
distribution was paid.


(b)   If at any time when there are Loaned Shares
outstanding under this Agreement, Lender makes a distribution in respect of its
outstanding Common Stock in property or securities, including any options,
warrants, rights or privileges in respect of securities (other than a
distribution of Common Stock, but including any options, warrants, rights or
privileges exercisable for, convertible into or exchangeable for Common Stock)
to the then holder or holders of such Loaned Shares (a “Non-Cash
Distribution”), Borrower shall deliver to Lender (whether or not Borrower
is a holder of any or all of the outstanding Loan Shares) in kind, within one
Business Day after the date of such Non-Cash Distribution, the property or
securities distributed in an amount equal to the product of (i) the amount
per share of Common Stock of such Non-Cash Distribution and (ii) the
number of Loaned Shares on which such Non-Cash Distribution was made.



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(c)   Any interest, cash distribution or cash
dividend made on or in respect of any Collateral for any Loan hereunder, shall,
subject to (e) below, be delivered by the Collateral Agent to Borrower, on
the date such interest, cash distribution or cash dividend is received by the
Collateral Agent.


(d)   Any non-cash distributions or dividend made
on or in respect of any Collateral for any Loan hereunder shall, subject to
(e) below, be delivered by the Collateral Agent to Borrower on the date
such non-cash distribution or dividend is received by the Collateral Agent.


(e)   If the cash or other property received by the
Collateral Agent under the provisions of paragraph (c) or (d) of this
Section 7 qualifies as Collateral, to the extent that a transfer of such
cash or other property to Borrower by the Collateral Agent would give rise to a
Collateral Deficit, the Collateral Agent shall (only to the extent of any such
Collateral Deficit) not make such transfer of cash or other property in
accordance with this Section 7, but shall in lieu of such transfer
immediately credit the amounts that would otherwise have been transferable
under this Section 7 to the Collateral Account.


Section 8.               Rights in Respect of Loaned
Shares.  Subject to the terms of this
Agreement, and except as otherwise agreed by Borrower and Lender, Borrower,
insofar as it is the record owner of Loaned Shares, shall have all of the
incidents of ownership in respect of any such Loaned Shares until such Loaned
Shares are required to be delivered to Lender in accordance with the terms of
this Agreement, including the right to transfer the Loaned Shares to others. 
Borrower agrees that it or any of its affiliates that are the record owner of
any Loaned Shares will not vote such Loaned Shares on any matter submitted to a
vote of Lender’s shareholders.


Section 9.               Representations and Warranties.


(a)   Each of Borrower and Lender represent and
warrant to the other that:


(i)            it has full power to execute and
deliver this Agreement, to enter into the Loans contemplated hereby and to
perform its obligations hereunder;


(ii)           it has taken all necessary action to
authorize such execution, delivery and performance;


(iii)          this Agreement constitutes its legal,
valid and binding obligation enforceable against it in accordance with its
terms; and


(iv)          the execution, delivery and
performance of this Agreement does not and will not violate, contravene, or
constitute a default under, (A) its certificate of incorporation, bylaws
or other governing documents, (B) any laws, rules or regulations of
any governmental authority to which it is subject, (C) any contracts,
agreements or instrument to which it is a party or (D) any judgment,
injunction, order or decree by which it is bound.



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(b)   Lender represents and warrants to Borrower,
as of the date hereof, and as of the date any Loaned Shares are transferred to
Borrower in respect of any Loan hereunder, that the Loaned Shares and all other
outstanding shares of Common Stock of the Lender have been duly authorized and,
upon the issuance and delivery of the Loaned Shares to Borrower in accordance
with the terms and conditions hereof, and subject to the contemporaneous or
prior receipt of the applicable Loan Fee by Lender, will be duly authorized,
validly issued, fully paid nonassessible shares of Common Stock; and the
stockholders of Lender have no preemptive rights with respect to the Loaned Shares.


(c)   Lender represents and warrants to Borrower,
as of the date hereof, and as of the date any Loaned Shares are transferred to
Borrower in respect of any Loan hereunder, that the outstanding shares of
Common Stock are listed on NASDAQ Global Market (“NASDAQ”) and the
Loaned Shares have been approved for listing on NASDAQ, subject to official
notice of issuance.


(d)   Borrower represents to Lender that it shall
have at the time of transfer to the Collateral Agent, the right to grant to
Lender, and that Lender shall acquire, a continuing first priority security
interest in the Collateral, if any.


(e)   The representations and warranties of
Borrower and Lender under this Section 9 shall remain in full force and
effect at all times during the term of this Agreement and shall survive the
termination for any reason of this Agreement.


Section 10.             Covenants.


(a)   Borrower covenants and agrees with Lender
that it will not transfer or dispose of any Loaned Shares initially transferred
to Borrower by Lender as a Loan hereunder of which it is the record owner
except pursuant to a registration statement that is effective under the
Securities Act; provided that Borrower may transfer any such Loaned Shares to
any of its affiliates without a registration statement so long as such
affiliate transferee does not transfer or dispose of such Loaned Shares to any
non-affiliated transferee except pursuant to a registration statement that is
effective under the Securities Act.


(b)   The parties hereto acknowledge that Borrower
has informed Lender that Borrower is a “financial institution” within the
meaning of Section 101(22) of Title 11 of the United States Code (the “Bankruptcy
Code”).  The parties hereto further acknowledge and agree that
(i) each Loan hereunder is intended to be a “securities contract,” as such
term is defined in Section 741(7) of the Bankruptcy Code;
(ii) each and every transfer of funds, securities and other property under
this Agreement is intended to be a “settlement payment” or a “margin payment,”
as such terms are used in Sections 362(b)(6) and 546(e) of the
Bankruptcy Code; and (iii) the rights given to Lender hereunder upon a
Default by Borrower are intended to constitute the rights to cause the
liquidation of a securities contract and to set off mutual debts and claims in
connection with a securities contract, as such terms are used in
Sections 555 and 362(b)(6) of the Bankruptcy Code.



 11
 









(c)           Borrower covenants and agrees with
Lender that insofar as it is the record owner of any Loaned Shares, such Loaned
Shares will be used, if at all, solely for the purpose of directly or
indirectly (x) facilitating the sale and the hedging of the Convertible Notes
by the holders thereof, (y) facilitating the sale and the hedging of the 1.25%
Convertible Notes by the holders thereof or, (z) with the written consent
of the Lender, facilitating the sale and the hedging of any additional
convertible securities which the Lender may issue from time to time by the
holders thereof.


Section 11.             Events of Default.


(a)   All Loans, and any further obligation to make
Loans under this Agreement, may, at the option of Lender by a written notice to
Borrower (which option shall be deemed exercised, even if no notice is given,
immediately on the occurrence of an event specified in Section 11(a)(iv)
below), be terminated (i) immediately on the occurrence of any of the
events set forth in Section 11(a)(iv) below and (ii) two Business
Days following such notice on the occurrence of any of the other events set
forth below, (each, a “Default”):


(i)            Borrower fails to deliver Loaned
Shares to Lender as required by Section 6;


(ii)           Borrower fails to deliver or pay to
Lender when due any cash, securities or other property as required by
Section 7;


(iii)          Borrower fails to transfer Collateral
when due as required by Section 3 and Section 4;


(iv)          the occurrence of any of the
following:


(A)          the Borrower  is unable or admits its inability to pay its
debts as they fall due, suspends making payments (whether principal or
interest) on any of its debts or announces an intention to do so or, by reason
of actual or anticipated financial difficulties, commences negotiations with
one or more of its creditors with a view to rescheduling any of its
indebtedness or is otherwise deemed unable to pay its debts within the meaning
of section 123(a), (b), or (2) of the Insolvency Act 1986 (United Kingdom);
and/or


(B)           any corporate action, legal
proceedings or other procedure or step is taken in relation to:


(a)           the suspension of its payments, a
moratorium of any of its indebtedness, its winding-up, its dissolution,  its administration or reorganization (by way
of voluntary arrangement, scheme of arrangement or otherwise) other than a
solvent liquidation or reorganization with another entity 



 12
 









with which it forms a group or an order is
made or a resolution passed for its winding up;


(b)           a composition, compromise, assignment
or arrangement with any of its creditors;


(c)           the appointment of a liquidator,
receiver, administrative receiver administrator, compulsory manager or other
similar officer in respect of it or of its assets; or


(d)           enforcement of any security interests
created over any of its assets;


or any analogous
procedure or step is taken in respect of it in any jurisdiction;


(v)           Borrower fails to provide any
indemnity as required by Section 14;


(vi)          Borrower notifies Lender of its
inability to or intention not to perform Borrower’s obligations hereunder or
otherwise disaffirms, rejects or repudiates any of its obligations hereunder;
or


(vii)         Any representation made by Borrower under
this Agreement in connection with any Loan or Loans hereunder shall be
incorrect or untrue in any material respect during the term of any Loan
hereunder or Borrower fails to comply in any material respect with any of its
covenants under this Agreement.


Section 12.             Lender’s Remedies.


(a)   Upon the termination of any Loan by Lender
under Section 11, Borrower may, with the prior written consent of Lender
(which consent may be withheld at Lender’s sole discretion; provided however
that, Lender shall not withhold such request if Borrower as a result would
unavoidably become, directly or indirectly, a Beneficial Owner of more than
9.9% of the shares of Common Stock outstanding at such time), in lieu of the
delivery of Loaned Shares to Lender in accordance with Section 6, pay to
Lender, no later than one Business Day following notice of such Default to
Borrower, an amount in immediately available funds (the “Replacement Cash”)
equal to the product of the Closing Price as of the date of such notice of
Default and the number of Loaned Shares otherwise required to be delivered;
provided that if Lender consents to the delivery of Replacement Cash, Borrower
may direct the Collateral Agent to deliver to Lender any Collateral held by the
Collateral Agent in respect of the Loan so terminated and, to the extent the
Market Value of any such Collateral delivered to Lender is less than the
required amount of Replacement Cash, pay to Lender such difference in
immediately available funds.  Any Collateral in respect of the Loan so
terminated that is not so delivered to Lender pursuant to this clause shall,
upon payment in full of the Replacement Cash to Lender, be immediately
delivered by Collateral Agent to Borrower.



 13
 









(b)   Notwithstanding anything to the contrary
herein, if, upon the termination of any Loan by Lender under Section 11
and, at the time of such termination, the purchase of Common Stock in an amount
equal to the Loaned Shares to be delivered to Lender in accordance with
Section 6 shall (i) be prohibited by any law, rules or
regulation of any governmental authority to which it is or would be subject,
(ii) violate, or would upon such purchase likely violate, any order or
prohibition of any court, tribunal or other governmental authority or
(iii) require the prior consent of any court, tribunal or governmental
authority prior to any such repurchase (each of (i), (ii) and (iii), a (“Legal
Obstacle”), then, in each case, Borrower shall immediately notify Lender of
the Legal Obstacle and the basis therefor, whereupon Borrower’s obligations
under Section 6 shall be suspended until such time as no Legal
Obstacle with respect to such obligations shall exist (a “Repayment
Suspension”).  Borrower and Borrowing Agent shall use their respective
commercially reasonable best efforts to remove any such Legal Obstacle as
promptly as practicable. Upon notification of a Repayment Suspension and for so
long as the Repayment Suspension shall continue during any Pledge Period,
Lender shall have the right, exercisable in it sole discretion, to direct the
Collateral Agent to, and the Collateral Agent upon receipt of the written
request of Lender (with a copy to Borrower) shall, release to Lender an amount
of Collateral with a Market Value equal to the Market Value of all (or such
fewer number as Lender may specify) of the Loaned Shares that are the subject
of the Repayment Suspension, whereupon the Borrower’s obligation to return the
specified number of Loaned Shares to the Lender shall be automatically
extinguished.


(c)   If Borrower shall fail to deliver Loaned
Shares to Lender pursuant to Section 6 when due or shall fail to pay
the Replacement Cash to Lender when due in accordance with
Section 12(a) or (b) above (to the extent Borrower is permitted
and elects to pay Replacement Cash), then, in either case, in addition to any
other remedies available to Lender under this Agreement or under applicable
law, Lender shall have the right (without further notice to Borrower) to
(i) purchase a like amount of Loaned Shares (“Replacement Shares”)
in the principal market for such securities in a commercially reasonable
manner, (ii) sell any Collateral in the principal market for such
Collateral in a commercially reasonable manner and (iii) apply and set off
the Collateral, if any, and any proceeds thereof (including any amounts drawn
under a letter of credit supporting any Loan) against the payment of the
purchase price for such Replacement Shares and any amounts due to Lender under
this Agreement.  To the extent Lender shall exercise such right, Borrower’s
obligation to return a like amount of Loaned Shares or to pay the Replacement
Cash, as applicable, shall terminate and Borrower shall be liable to Lender for
the purchase price of Replacement Shares (plus all other amounts, if any, due
to Lender hereunder).  In the event that (i) the purchase price of
Replacement Shares (plus all other amounts, if any, due to Lender hereunder)
exceeds (ii) the amount of the Collateral, if any, Borrower shall be
liable to Lender for the amount of such excess.  The purchase price of
Replacement Shares purchased under this Section 12 shall include, and the
proceeds of any sale of Collateral shall be determined after deduction of,
broker’s fees and commissions and all other reasonable costs, fees and expenses
related to such purchase and sale.  In the event Lender exercises its
rights under this Section 12, Lender may elect in its sole discretion, in
lieu of purchasing all or a portion of the Replacement Shares or selling all or
a portion of the Collateral, if any, to be deemed to have made, respectively,
such purchase of Replacement Shares or sale of Collateral for an amount equal
to the Closing Price of the Common Stock on the date Lender 



 14
 









elects to exercise this remedy.  Upon the
satisfaction of all Borrower’s obligations hereunder, any remaining Collateral
shall be returned to Borrower.


Section 13.             Transfers.


(a)   All transfers of Loaned Shares to Borrower or
to Lender hereunder shall be made by the crediting by a Clearing Organization
of such financial assets to the transferee’s “securities account” (within the
meaning of Section 8-501 of the UCC) maintained with such Clearing
Organization.  All transfers of Collateral to Collateral Agent by Borrower
shall be made by crediting the Collateral Account.  All transfers of
Collateral to Lender by Collateral Agent shall be made in the manner directed
by Lender.  In every transfer of “financial assets” (within the meaning of
Section 8-102 of the UCC) hereunder, the transferor shall take all steps
necessary (a) to effect a delivery to the transferee under
Section 8-301 of the UCC, or to cause the creation of a security
entitlement in favor of the transferee under Section 8-501 of the UCC,
(b) to enable the transferee to obtain “control” (within the meaning of
Section 8-106 of the UCC), and (c) to provide the transferee with
comparable rights under any applicable foreign law or regulation.


(b)   All transfers of cash hereunder to Borrower
or Lender shall be by wire transfer in immediately available, freely
transferable funds.


(c)   A transfer of securities or cash may be
effected under this Section 13 on any day except (i) a day on which
the transferee is closed for business at its address set forth in
Section 17 or (ii) a day on which a Clearing Organization or wire
transfer system is closed, if the facilities of such Clearing Organization or
wire transfer system are required to effect such transfer.


Section 14.             Indemnities.


(a)   Lender hereby agrees to indemnify and hold
harmless Borrower and its affiliates and its former, present and future directors,
officers, employees and other agents and representatives from and against any
and all liabilities, judgments, claims, settlements, losses, damages, fees,
liens, taxes, penalties, obligations and expenses incurred or suffered by any
such person or entity directly or indirectly arising from, by reason of, or in
connection with, (i) any breach by Lender of any of its representations or
warranties contained in Section 9 or (ii) any breach by Lender of any
of its covenants or agreements in this Agreement.


(b)   Borrower hereby agrees to indemnify and hold
harmless Lender and its affiliates and its former, present and future
directors, officers, employees and other agents and representatives from and
against any and all liabilities, judgments, claims, settlements, losses,
damages, fees, liens, taxes, penalties, obligations and expenses , including
without limitation any of the foregoing incurred pursuant to indemnification or
other provisions of other agreements, incurred or suffered by any such person
or entity directly or indirectly arising from, by reason of, or in connection
with (i) any breach by Borrower of any of its representations or
warranties contained in Section 9 or (ii) any breach by Borrower of
any of its covenants or agreements in this Agreement.



 15
 









(c)   In case any claim or litigation which might
give rise to any obligation of a party under this Section 14 (each an “Indemnifying
Party”) shall come to the attention of the party seeking indemnification
hereunder (the “Indemnified Party”), the Indemnified Party shall
promptly notify the Indemnifying Party in writing of the existence and amount
thereof; provided that the failure of the Indemnified Party to give such notice
shall not adversely affect the right of the Indemnified Party to
indemnification under this Agreement, except to the extent the Indemnifying
Party is materially prejudiced thereby.  The Indemnifying Party shall
promptly notify the Indemnified Party in writing if it accepts such claim or
litigation as being within its indemnification obligations under this
Section 14.  Such response shall be delivered no later than 30 days
after the initial notification from the Indemnified Party; provided that, if
the Indemnifying Party reasonably cannot respond to such notice within 30 days,
the Indemnifying Party shall respond to the Indemnified Party as soon
thereafter as reasonably possible.


(d)   An Indemnifying Party shall be entitled to
participate in and, if (i) in the judgment of the Indemnified Party such
claim can properly be resolved by money damages alone and the Indemnifying
Party has the financial resources to pay such damages and (ii) the
Indemnifying Party admits that this indemnity fully covers the claim or
litigation, the Indemnifying Party shall be entitled to direct the defense of
any claim at its expense, but such defense shall be conducted by legal counsel
reasonably satisfactory to the Indemnified Party.  An Indemnified Party
shall not make any settlement of any claim or litigation under this
Section 14 without the written consent of the Indemnifying Party.


Section 15.             Termination of Agreement.


(a)   This Agreement may be terminated (i) at any
time by the written agreement of Lender and Borrower, (ii) by Lender upon the
occurrence of a Default or (iii) upon the earlier of (A) August 1, 2027 and (B)
the date on which the Lender has notified the Borrower in writing of its
intention to terminate this Agreement at any time after the latest of (x) the
date on which the entire principal amount of Convertible Notes ceases to be
outstanding, (y) the date on which the entire principal amount of 1.25%
Convertible Notes ceases to be outstanding and (z) the date on which the entire
principal amount of any additional convertible securities of the Lender which
the Lender has in writing consented to permit the Borrower to hedge under this
Agreement ceases to be outstanding, in each case, whether as a result of
conversion, redemption, repurchase, cancellation or otherwise.


(b)   Unless otherwise agreed by Borrower and
Lender, the provisions of Section 14 shall survive the termination of this
Agreement.



 16
 









Section 16.             Registration
Provisions.  If, following the
initial Loan hereunder and registration of the initial Loaned Shares in respect
of such Loan, any subsequent Loan and public sale of the Loaned Shares in respect
of such subsequent Loan, in the reasonable opinion of counsel to Borrower,
would require registration under the Securities Act of 1933, as amended, Lender
shall register such sale in a form and manner reasonably satisfactory to
Borrower, and shall enter into an underwriting agreement substantially in the
form of the Underwriting Agreement dated as of July 25, 2007 relating to
the issuance and sale of such initial Loaned Shares and shall afford Borrower
and its representatives and agents an opportunity to conduct an appropriate “due
diligence” investigation to Borrower’s reasonable satisfaction, all at the
expense of Lender.  In no event shall this Section 16 require Lender
to register shares of Common Stock in excess of the Maximum Number of Shares.


Section 17.             Notices.


(a)   All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
received.


(b)   All such notices and other communications
shall be directed to the following address:


(i)            If to Borrower or Borrowing Agent
to:


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue


New York, NY
10010


(ii)           If to Collateral Agent to:


Credit Suisse Securities (USA) LLC, as Collateral
Agent,

Eleven Madison Avenue


New York, NY 10010


(iii)          If to Securities Intermediary to:


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue


New York, NY 10010


(iv)          If to Lender to:


SunPower Corporation

3939 North First Street

San Jose, CA 95134

Facsimile:  (408) 739-7713

Attention:  Chief Financial Officer


With a copy to:



 17
 









Jones Day

1755 Embarcadero Road

Palo Alto, CA 94303 

Facsimile: (650) 739-3900

Attention: Todd Johnson and Steve Gillette


(c)   In the case of any party, at such other
address as may be designated by written notice to the other parties.


Section 18.             Governing Law; Submission To
Jurisdiction; Severability.


(a)   This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, but excluding
any choice of law provisions that would require the application of the laws of
a jurisdiction other than New York.


(b)   EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND ANY
APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION
OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY
WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF
JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.


(c)   EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


(d)   To the extent permitted by law, the
unenforceability or invalidity of any provision or provisions of this Agreement
shall not render any other provision or provisions herein contained
unenforceable or invalid.


Section 19.             Counterparts.  This
Agreement may be executed in any number of counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same agreement.


Section 20.             Designation of Replacement
Collateral Agent.  If at any time while this Agreement is in effect
(i) Credit Suisse Securities (USA) LLC ceases to be a Securities
Intermediary or (ii) Lender shall determine, in its sole discretion, that any
of the relationships by or among the parties hereto are reasonably likely to
prevent Lender from acquiring, or jeopardize the continuation and
enforceability of, Lender’s continuing first priority security interest in the
Collateral as contemplated under Section 3(b), Lender shall be entitled to
designate a bank or trust company reasonably satisfactory to Borrower as a
successor Collateral Agent.  In the event 



 18
 









of a designation of a successor Collateral Agent, each
of the parties to this Agreement agrees to take all such actions as are
reasonably necessary to effect the transfer of rights and obligations of Credit
Suisse Securities (USA) LLC as Collateral Agent hereunder to such successor
Collateral Agent, including the execution and delivery of amendments to this
Agreement as shall be necessary to effect such designation and transfer.



 19















IN WITNESS WHEREOF, the parties hereto to have
executed this Share Lending Agreement as of the date and year first above
written.


	
  SunPower Corporation 

  	
   

  	
  Credit Suisse International
  

  
	
  as Lender

  	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/

  
	
  Name: 

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Credit Suisse Securities
  (USA) LLC 

  
	
   

  	
   

  	
  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Credit
  Suisse Securities (USA) LLC 

  
	
   

  	
   

  	
  as Borrowing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: