SOLARCITY CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between SolarCity Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
SolarCity Corporation Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • November 27th, 2012 • Solarcity Corp • Construction - special trade contractors • New York
SolarCity Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Common Stock, par value $0.0001 per share (“Stock”) of the Company. The stockholders of the Company named in Schedule II hereto (the “Selling
U.S. Bank National Association, as Trustee One Hundred-and-Sixty-Eighth SUPPLEMENTAL INDENTUREIndenture • December 28th, 2015 • Solarcity Corp • Construction - special trade contractors • New York
One Hundred-and-Sixty-Eighth SUPPLEMENTAL INDENTURE, dated as of December 28, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
U.S. Bank National Association, as Trustee Ninety-Seventh SUPPLEMENTAL INDENTURESupplemental Indenture • August 3rd, 2015 • Solarcity Corp • Construction - special trade contractors • New York
Ninety-Seventh SUPPLEMENTAL INDENTURE, dated as of August 3, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
SOLARCITY CORPORATION, as Issuer, -and- U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 15, 2014 Solar BondsSolarcity Corp • October 15th, 2014 • Construction - special trade contractors • New York
INDENTURE, dated as of October 15, 2014 (this “Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”).
ONE HUNDRED-AND-EIGHTY-SECOND SUPPLEMENTAL INDENTURE Dated as of August 17, 2016 to INDENTURE Dated as of October 15, 2014 6.50% Solar Bonds, Series 2016/13-18MSolarcity Corp • August 18th, 2016 • Construction - special trade contractors • New York
ONE HUNDRED-AND-EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of August 17, 2016 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
ONE HUNDRED-AND-EIGHTY-FIRST SUPPLEMENTAL INDENTURE Dated as of June 10, 2016 to INDENTURE Dated as of October 15, 2014 5.25% Solar Bonds, Series 2016/12-5Indenture • June 10th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
ONE HUNDRED-AND-EIGHTY-FIRST SUPPLEMENTAL INDENTURE, dated as of June 10, 2016 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
U.S. Bank National Association, as Trustee One Hundred-and-Sixtieth SUPPLEMENTAL INDENTURESolarcity Corp • December 14th, 2015 • Construction - special trade contractors • New York
One Hundred-and-Sixtieth SUPPLEMENTAL INDENTURE, dated as of December 14, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLARCITY CORPORATION, SUNFLOWER ACQUISITION CORPORATION, SUNFLOWER ACQUISITION LLC, SILEVO, INC., RICHARD LIM, AS SECURITYHOLDER REPRESENTATIVE, AND, WITH RESPECT TO ARTICLE VIII, ARTICLE IX AND ARTICLE X...Agreement and Plan of Merger • June 17th, 2014 • Solarcity Corp • Construction - special trade contractors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2014 by and among SolarCity Corporation, a Delaware corporation (“Parent”), Sunflower Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub One”), Sunflower Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, “Merger Subs”), Silevo, Inc., a Delaware corporation (the “Company”), Richard Lim, solely in his capacity as securityholder representative (the “Securityholder Representative”), and, with respect to Article VIII, Article IX and Article X only, U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
NINETY-SIXTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2015 to INDENTURE Dated as of October 15, 2014 5.75% Solar Bonds, Series 2015/21-15Supplemental Indenture • July 31st, 2015 • Solarcity Corp • Construction - special trade contractors • New York
NINETY-SIXTH SUPPLEMENTAL INDENTURE, dated as of July 31, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
AGREEMENT AND PLAN OF MERGER Dated as of July 31, 2016 Among Tesla Motors, Inc., SolarCity Corporation And D Subsidiary, Inc.Agreement and Plan of Merger • August 1st, 2016 • Solarcity Corp • Construction - special trade contractors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the “Company”), Tesla Motors, Inc., a Delaware corporation (“Parent”), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
LOAN AGREEMENT among HAMMERHEAD SOLAR, LLC, a Delaware limited liability company (Borrower); BANK OF AMERICA, N.A. (as the Collateral Agent and Administrative Agent); and THE LENDERS PARTIES HERETOLoan Agreement • October 10th, 2014 • Solarcity Corp • Construction - special trade contractors • New York
This LOAN AGREEMENT, dated as of February 4, 2014 (this “Agreement”), is made by and among HAMMERHEAD SOLAR, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement and listed on Annex 2 or that shall become a “Lender” under this Agreement pursuant to the terms of this Agreement (individually, a “Lender” and, collectively, the “Lenders”), and BANK OF AMERICA, N.A, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”, and, together with the Collateral Agent, the “Agents”).
SHARE LENDING AGREEMENT Dated as of [ ], 2013 Between SolarCity Corporation (“Lender”) and Goldman Sachs Financial Markets, L.P. (“Borrower”) and Goldman, Sachs & Co. (“Agent”)Share Lending Agreement • August 2nd, 2013 • Solarcity Corp • Construction - special trade contractors • New York
This AGREEMENT sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock. Borrower is acting as principal and Agent, its Affiliate, is acting as agent for Borrower under this Agreement.
ONE HUNDRED-AND-TWENTY-FOURTH SUPPLEMENTAL INDENTURE Dated as of September 11, 2015 to INDENTURE Dated as of October 15, 2014 Solar Bonds, Series 2015/R3Indenture • September 11th, 2015 • Solarcity Corp • Construction - special trade contractors • New York
ONE HUNDRED-AND-TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of September 11, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 21st, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2016 among SolarCity Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).
SOLARCITY CORPORATION Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Solarcity Corp • Construction - special trade contractors • New York
SolarCity Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $200,000,000 principal amount of the 2.75% Convertible Senior Notes due 2018, convertible into common stock, par value $0.0001 per share (the “Stock”), of the Company, specified above (the “Firm Securities”). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional $30,000,000
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2013 among SOLARCITY CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C...Credit Agreement • September 4th, 2014 • Solarcity Corp • Construction - special trade contractors • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 1, 2013, among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK of SOLARCITY CORPORATION, a Delaware Corporation Dated as of [ ] Void after the date specified in Section 8Purchase Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • California
THIS CERTIFIES THAT, for value received and pursuant to that certain Series F Preferred Stock Purchase Agreement, dated as of [ ] (the “Purchase Agreement”), by and among SolarCity Corporation, a Delaware corporation (the “Company”), and the purchasers described therein, [ ], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from the Company shares of the Company’s Series F Preferred Stock, $0.0001 par value per share (“Series F Preferred Stock”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement and the Fifth Amended and Restated Investor Rights Agreement, dated as of [ ], by and among the Company and the other parties nam
REQUIRED GROUP AGENT ACTION NO. 28Solarcity Corp • March 1st, 2017 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 28 (this “Action”), dated as of December 9, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”), National Bank of Arizona (“NBAZ Agent”), Silicon Valley Bank (“SVB Agent”) and CIT Bank, N.A. (“CIT Agent” and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lender
Voting and Support AgreementVoting and Support Agreement • August 1st, 2016 • Solarcity Corp • Construction - special trade contractors • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 31, 2016, by and among the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3 below, collectively, the “Stockholders” and each individually, a “Stockholder”), and SolarCity Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
NINETY-FOURTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2015 to INDENTURE Dated as of October 15, 2014 4.00% Solar Bonds, Series 2015/19-5Fourth Supplemental Indenture • July 31st, 2015 • Solarcity Corp • Construction - special trade contractors • New York
NINETY-FOURTH SUPPLEMENTAL INDENTURE, dated as of July 31, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGYSolarcity Corp • May 6th, 2015 • Construction - special trade contractors
This FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of March 30, 2015 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, INC. (“SILEVO”), a Delaware corporation with its principal office located at 45655 Northport Loop East, Fremont, California 94555. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”
REQUIRED GROUP AGENT ACTION NO. 2Accession Agreement • July 30th, 2015 • Solarcity Corp • Construction - special trade contractors • New York
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
REQUIRED GROUP AGENT ACTION NO. 15Solarcity Corp • August 9th, 2016 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 15 (this “Action”), dated as of April 25, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitali
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • September 4th, 2014 • Solarcity Corp • Construction - special trade contractors • New York
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of December 6, 2013 (the “Amendment Effective Date”), is by and among AU SOLAR 1, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, CREDIT SUISSE SECURITIES (USA) LLC, ING CAPITAL LLC and RABOBANK N.A., as joint lead arrangers (the “Joint Lead Arrangers”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the collateral agent for the Secured Parties (the “Collateral Agent” and together with the Borrower, the Joint Lead Arrangers and the Administrative Agent, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
October 19, 2011Term Loan Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGYSolarcity Corp • February 24th, 2015 • Construction - special trade contractors
This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of October 31, 2014 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, INC. (“SILEVO”), a Delaware corporation with its principal office located at 45655 Northport Loop East, Fremont, California 94555. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”
REQUIRED GROUP AGENT ACTION NO. 12Solarcity Corp • May 10th, 2016 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 12 (this “Action”), dated as of February 29, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), [***], a Delaware limited liability company, Bank of America, N.A., as the Collateral Agent (the “Collateral Agent”) and as the Administrative Agent (the “Administrative Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As us
OMNIBUS AMENDMENTSolarcity Corp • August 9th, 2016 • Construction - special trade contractors • New York
THIS OMNIBUS AMENDMENT, dated June 25, 2015 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (the “Note Purchase Agreement”), by and among FTE Solar I LLC, as issuer (the “Issuer”), SolarCity Finance Company, LLC, as originator (in such capacity, the “Originator”) and as servicer (in such capacity, the “Servicer”), SolarCity Corporation, as parent (“SolarCity”) and as manager (in such capacity, the “Manager”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”); (2) the Indenture, dated as of January 9, 2015 (the “Indenture”), by and among the Issuer and U.S. Bank National Ass
TRANSITION, RETENTION, SEPARATION AGREEMENT AND RELEASETransition, Retention, Separation Agreement and Release • January 27th, 2016 • Solarcity Corp • Construction - special trade contractors • California
This Transition, Retention, Separation Agreement and Release (“Agreement”) is made by and between SolarCity Corporation (the “Company”), and Brad Buss (“Employee”).
SIXTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 2015 • Solarcity Corp • Construction - special trade contractors • New York
THIS SIXTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 24, 2015 (the “Amendment Effective Date”), is by and among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
REQUIRED GROUP AGENT ACTION NO. 3Solarcity Corp • October 30th, 2015 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 3 (this “Action”), dated as of July 13, 2015 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”) and the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”) and Deutsche Bank AG, New York Branch (“DB Agent”, and collectively with BA Agent and CS Agent, the “Existing Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Existing Group Agents, the Lenders and the other parties from time to time parties thereto, on the Effective Date immediately prior to the effectiveness of this Action, and KeyBank National Association, in its capacity as a Group Agent (“KB Agent”)
REQUIRED GROUP AGENT ACTION NO. 21Management Agreement • November 9th, 2016 • Solarcity Corp • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 21 (this “Action”), dated as of July 29, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”), National Bank of Arizona (“NBAZ Agent”), Silicon Valley Bank (“SVB Agent”) and CIT Bank, N.A. (“CIT Agent” and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders a
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • February 24th, 2015 • Solarcity Corp • Construction - special trade contractors • New York
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of December 11, 2014 (the “Amendment Effective Date”), is by and among AU SOLAR 2, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party thereto from time to time (the “Lenders”), ING Capital LLC, as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), ING Capital LLC, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Agents”), ING Capital LLC, as sole bookrunner and sole syndication agent (the “Sole Bookrunner and Syndication Agent”), CIT Finance LLC, as documentation agent (the “Documentation Agent”), ING Capital LLC, CIT Finance LLC, and Goldman Sachs Lending Partners LLC, as joint lead arrangers (the “Joint Lead Arrangers”), and Credit Agricole Corporate and Investmen
SOLARCITY CORPORATION Purchase AgreementPurchase Agreement • September 25th, 2014 • Solarcity Corp • Construction - special trade contractors • New York
SolarCity Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $500,000,000 principal amount of the 1.625% Convertible Senior Notes due 2019, convertible into common stock, par value $0.0001 per share (the “Stock”), of the Company, specified above (the “Firm Securities”) in accordance with the provisions of the Indenture (as defined below). The Company also proposes to sell to the Purchasers, at the option of the Purchasers, up to an additional $75,000,000 aggregate principal amount of the
