BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties and Administrative Agent for the Lenders By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] 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. BANK OF AMERICA, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.
Appears in 2 contracts
Samples: Accession Agreement (Solarcity Corp), Accession Agreement (Solarcity Corp)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties and Administrative Agent for the Lenders and as a Lender By: /s/ Xxxxxxx Xxxx X. Xxxxxxxx Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxxx X. Xxxxxxxx Name: Xxx Xxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for that certain First Amendment to Credit Agreement dated as of the bracketed portions. The confidential redacted portion has been omitted and filed separately with date first set forth above, among Coinstar, Inc., as the Securities and Exchange Commission. BANK OF AMERICABorrower, Bank of America, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director the Administrative Agent, and the Lenders party thereto. HSBC BANK OF AMERICAUSA, N.A.NATIONAL ASSOCIATION, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Vice President Corporate Banking ROYAL BANK OF CANADA, as a Lender By: /s /s/ Xxxxxx Xxxxxxxx XxxXxxxxx Name: Xxxxxx Xxxxxxxx XxxXxxxxx Title: Director CREDIT SUISSE AGAuthorized Signatory Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, NEW YORK BRANCHamong Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. U.S. BANK NATIONAL ASSOCIATION, as a Group Agent Lender By: /s/ Xxxxx Xxxxx Xxxxxxx X. Xxxxx, Xx. Name: Xxxxx Xxxxx Xxxxxxx X. Xxxxx, Xx. Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Vice President Signature Page to Loan Agreement] [***] Confidential treatment has been requested for that certain First Amendment to Credit Agreement dated as of the bracketed portionsdate first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AGUNION BANK, NEW YORK BRANCHN.A., as a Committed Lender By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Vice President Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. COMERICA BANK, as a Lender By: /s/ Xxxxxxxxx X. Highlander Name: Xxxxxxxxx X. Highlander Title: SVP KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx X. Xxxxxxxxxx Name: Xxx X. Xxxxxxxxxx Title: Vice President Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxx Title: Executive Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for that certain First Amendment to Credit Agreement dated as of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLCdate first set forth above, among Coinstar, Inc., as a Conduit Lender the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. GUARANTORS: COINSTAR INTERNATIONAL, INC. CUHL FOOD, LLC CUHL HOLDINGS INC. SESAME HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect Secretary of its obligations under Article 11each RAR VENTURES, Section 10.20 and Section 10.21LLC By: SOLARCITY CORPORATIONRedbox Automated Retail, LLC, as Limited Guarantor Sole Manager By: /s/ Xxxx Xxxx Xxxxxx X. Xxxxx Name: Xxxx Xxxx Xxxxxx X. Xxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVEDSecretary REDBOX AUTOMATED RETAIL, the undersigned (the “Borrower”)LLC By: Coinstar, hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itselfInc., its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company sole manager By: ___________________________________ /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.Secretary
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties a Lender, L/C Issuer, Swing Line Lender and Administrative Agent for the Lenders New Vehicle Swing Line Lender By: /s/ Xxxxxxx X. Xxxxxxxx M. Pxxxxxxx Xxx Name: Xxxxxxx X. Xxxxxxxx M. Pxxxxxxx Xxx Title: Senior Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Credit Agreement and filed separately with the Securities and Exchange Commission. BANK OF AMERICAJoinder Agreement JPMORGAN CHASE BANK, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-H. Dxxxx Xxxxx Name: H. Dxxxx Xxxxx Title: Senior Vice President to Credit Agreement and Joinder Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Xxxxxx Xxxx-Mxxx X. Xxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SUNTRUST BANK, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Managing Director BANK OF AMERICAto Credit Agreement and Joinder Agreement TOYOTA MOTOR CREDIT CORPORATION, as a Lender By: /s/ Mxxx Doi Name: Mxxx Doi Title: National Dealer Credit Manager to Credit Agreement and Joinder Agreement WXXXX FARGO BANK, N.A., as a Group Agent Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Pxxxxxxx Xxxxxxx Name: Xxxxxx Xxxx-Xxxxxx Pxxxxxxx Xxxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SCOTIABANC INC., as a Lender By: /s/ J. X. Xxxx Name: J. X. Xxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Credit Agreement and filed separately with the Securities and Exchange Commission. Joinder Agreement CREDIT SUISSE AGSUISSE, CAYMAN ISLANDS ISLAND BRANCH, as a Committed Lender By: /s/ Xxxxx Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Vice President By: /s/ Sxxxxxx Xxxxx Name: Xxxxx Sxxxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCHAssociate to Credit Agreement and Joinder Agreement ROYAL BANK OF CANADA, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Sxxxx Xxxx Name: Xxxxx Xxxxxx Sxxxx Xxxx Title: Director DEUTSCHE Authorized Signatory to Credit Agreement and Joinder Agreement U.S. BANK AG, NEW YORK BRANCHNATIONAL ASSOCIATION, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Jxxxxxxx Xxxxxx X. Xxxxx Name: Jxxxxxxx Xxxxxx X. Xxxxx Title: Manager [Signature Page Senior Vice President to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Credit Agreement and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONJoinder Agreement COMERICA BANK, as Limited Guarantor a Lender By: /s/ Xxxx Xxxx Jxxxxx X. Xxxxxxxx Name: Xxxx Xxxx Jxxxxx X. Xxxxxxxx Title: Chief Financial Officer [Signature Page Senior Vice President to Loan Credit Agreement and Joinder Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.
Appears in 1 contract
Samples: Credit Agreement and Joinder Agreement (Carmax Inc)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties and Administrative Agent for the Lenders By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] 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. BANK OF AMERICA, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx XXXX X. XXXXXX Name: Xxxxxx Xxxx-Xxxxxx XXXX X. XXXXXX Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [SENIOR VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined)date first set forth above, among Outerwall Inc., as the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from and the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect Lenders party thereto. The BorrowerXXXXX FARGO BANK, for itselfNATIONAL ASSOCIATION, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, as a Delaware limited liability company Lender By: ___________________________________ /s/ XXXXXX XXXXXXXX Name: XXXXXX XXXXXXXX Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted SENIOR VICE PRESIDENT Supplement and filed separately with the Securities Amendment to Second Amended and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Restated Credit Agreement Signature Page to that certain Supplement and filed separately with the Securities Amendment to Second Amended and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Restated Credit Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”)date first set forth above, among Megalodon SolarOuterwall Inc., LLC, a Delaware limited liability company (as the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (Administrative Agent, and the “Collateral Agent”)Lenders party thereto. HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ XXXXXX X. X’XXXXXXX Name: XXXXXX X. X’XXXXXXX Title: SVP, REGIONAL COMMERCIAL EXECUTIVE Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agentsBorrower, Bank of America, N.A., Credit Suisse Securities (USA) LLC as the Administrative Agent, and Deutsche Bank AG, New York Branchthe Lenders party thereto. ROYAL BANK OF CANADA, as joint book runners a Lender By: /s/ XXXXXX XXXXXXXXX Name: XXXXXX XXXXXXXXX Title: AUTHORIZED SIGNATORY Supplement and joint lead arrangersAmendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, pursuant to which among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders have agreed party thereto. U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ KURBAN H. MERCHANT Name: KURBAN H. MERCHANT Title: VICE PRESIDENT Supplement and Amendment to make Loans Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. Each capitalized term used UNION BANK, N.A., as a Lender By: /s/ XXXXX X. XXXXXXXXX Name: XXXXX X. XXXXXXXXX Title: SENIOR VICE PRESIDENT Supplement and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as date first set forth belowabove, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. COMERICA BANK, as a Lender By: 1 Notice must be received by Administrative Agent at least three (3) Business Days before /s/ XXXXXXX XXXXXXXX Name: XXXXXXX XXXXXXXX Title: VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ XXX X. XXXXXXXXXX Name: XXX X. XXXXXXXXXX Title: VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the Requested Borrowing Datedate first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. Exhibit B-1 [***] Confidential treatment has been requested for XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ XXXXX XXXX Name: XXXXX XXXX Title: AUTHORIZED SIGNATORY Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the bracketed portionsdate first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. The confidential redacted portion has been omitted COLUMBIA STATE BANK, as a Lender By: /s/ XXXXX X. XXXXXX Name: XXXXX X. XXXXXX Title: SENIOR VICE PRESIDENT Supplement and filed separately with Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the Securities date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and Exchange Commission.the Lenders party thereto. BBVA COMPASS BANK, as a Lender By: /s/ XXXXXX X. XXXXXXX Name: XXXXXX X. XXXXXXX Title: SR. VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. BMO XXXXXX BANK N.A., as a Lender By: /s/ XXXXX XXXXXX Name: XXXXX XXXXXX Title: VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. BANK OF THE WEST, as a Lender By: /s/ XXXXX XXXXXXX Name: XXXXX XXXXXXX Title: SENIOR VICE PRESIDENT
Appears in 1 contract
Samples: Credit Agreement (Outerwall Inc)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties Administrative Agent, Swing Line Lender and Administrative Agent for the Lenders Extending Lender By: /s/ Jxxxx Xxxxxxx X. Xxxxxxxx Name: Jxxxx Xxxxxxx X. Xxxxxxxx Title: Director SIGNATURE PAGE TO AMENDMENT Name of Lender: JX Xxxxxx Cxxxx, N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 65mm By: /s/ Kxxxxxxx Xxxxxx Name: Kxxxxxxx Xxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: U.S. Bank National Association If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 65,000,000 By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Sr. Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Wxxxx Fargo Bank, National Association If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 65,000,000 By: /s/ Gxxxxxx X. Xxxxxxxxx Name: Gxxxxxx X. Xxxxxxxxx Title: Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Bank of the West If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Dxxx Xxxxxxx Name: Dxxx Xxxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: BMO Hxxxxx Bank N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Sxxx X. Xxxx Name: Sxxx X. Xxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Citibank, N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Txxxxx X. Xxxxxxxxxxx, Xx. Name: Txxxxx X. Xxxxxxxxxxx, Xx. Title: Senior Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Fifth Third Bank, An Ohio Banking Corporation If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Txxxxx X. Xxxxxxxxxxx, Xx. Name: Jxxx X. Mxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Regions Bank If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Knight D. Xxxxxxx Name: Knight D. Xxxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Union Bank, N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Lxxx Xxxxx Name: Lxxx Xxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: PNC Bank, National Association If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Nxxxxx X. Xxxxxxx Name: Nxxxxx X. Xxxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: Exhibit A Form of Amended Credit Agreement [Signature Page to Loan AgreementFollowing page] [***] Confidential treatment has been requested for EXECUTION VERSION Published CUSIP Number: 30000XXX0 Deal CUSIP Number: 30000XXX0 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 25, 2013 among FIDELITY NATIONAL FINANCIAL, INC., as the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Borrower, BANK OF AMERICA, N.A., as a Committed Lender By: /s/ Xxxxxx XxxxAdministrative Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director Syndication Agents, and BANK OF AMERICATHE WEST BMO HXXXXX BANK N.A. CITIBANK, N.A. FIFTH THIRD BANK REGIONS BANK UNION BANK, N.A., as a Group Agent By: /s/ Xxxxxx XxxxCo-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. Documentation Agents The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AGOther Lenders Party Hereto MXXXXXX LYNCH, CAYMAN ISLANDS BRANCHPIERCE, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AGFXXXXX & SXXXX INCORPORATED, NEW YORK BRANCHJ.X. XXXXXX SECURITIES LLC, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE U.S. BANK AGNATIONAL ASSOCIATION, NEW YORK BRANCHWXXXX FARGO SECURITIES, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Joint Lead Arrangers and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Joint Book Managers TABLE OF CONTENTS Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.Page
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Financial, Inc.)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties a Lender, L/C Issuer, Swing Line Lender and Administrative Agent for the Lenders New Vehicle Swing Line Lender By: /s/ M. Xxxxxxxx Xxx Name: M. Xxxxxxxx Xxx Title: Senior Vice President to Credit Agreement and Joinder Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ H. Xxxxx Xxxxx Name: H. Xxxxx Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SUNTRUST BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement TOYOTA MOTOR CREDIT CORPORATION, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: National Dealer Credit Manager to Credit Agreement and Joinder Agreement XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement SCOTIABANC, INC., as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement CREDIT SUISSE, CAYMAN ISLAND BRANCH, as a Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Associate to Credit Agreement and Joinder Agreement ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory to Credit Agreement and Joinder Agreement U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Credit Agreement and filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.Joinder Agreement FIFTH THIRD BANK, as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxx Xxxxx Name: Xxxxx Xxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page Vice President to Loan Credit Agreement and Joinder Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties Backup Administrative Agent, a Swingline Lender and Administrative Agent for the Lenders a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Sxxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxxx Sxxxxxx Xxxx Title: Director SEVENTH AMENDMENT TO CREDIT AGREEMENT MUFG Bank, Ltd., as a Lender By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Director SEVENTH AMENDMENT TO CREDIT AGREEMENT Bank of Montreal, as a Lender By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Director SEVENTH AMENDMENT TO CREDIT AGREEMENT BANCO BILBAO VIZCAYA ARGENTARIA, S.A, NEW YORK BRANCH, as a Lender By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Senior Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted SEVENTH AMENDMENT TO CREDIT AGREEMENT FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Jxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxx Title: Senior Vice President SEVENTH AMENDMENT TO CREDIT AGREEMENT Industrial and filed separately with the Securities and Exchange Commission. BANK OF AMERICACommercial Bank of China LTD, New York Branch, as a Lender By: /s/ Lxxxxx Xxx Name: Lxxxxx Xxx Title: Relationship Manager By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Executive Director SEVENTH AMENDMENT TO CREDIT AGREEMENT MIZUHO BANK, LTD., as a Lender By: /s/ Dxxxx XxXxxxxxxxx Name: Dxxxx XxXxxxxxxxx Title: Authorized Signatory SEVENTH AMENDMENT TO CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Assistant Vice President SEVENTH AMENDMENT TO CREDIT AGREEMENT CITIBANK, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Mxxxxxx Xxxxxxx Name: Xxxxxx Xxxx-Xxxxxx Mxxxxxx Xxxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. Vice President SEVENTH AMENDMENT TO CREDIT AGREEMENT CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Dxxxxx Xxxx Name: Xxxxx Xxxxx Dxxxxx Xxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent Authorized Signatory By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Kxxxx Xxxx Name: Xxxx Kxxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.Authorized Signatory SEVENTH AMENDMENT TO CREDIT AGREEMENT
Appears in 1 contract
BANK OF AMERICA, N. A., as Collateral Agent for a Lender, an L/C Issuer, and the Secured Parties and Administrative Agent for the Lenders Swing Line Lender By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] 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. BANK OF AMERICADirector CITIBANK, N.A., as a Committed Lender and an L/C Issuer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President XXXXXXX XXXXX BANK USA, as a Lender and an L/C Issuer By: /s/ Xxxxxx Xxxx-X. Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICAAuthorized Signatory JPMORGAN CHASE BANK, N.A., as a Group Agent Lender and an L/C Issuer By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Vice President XXXXXX XXXXXXX BANK, N.A., as a Lender and an L/C Issuer By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Lender and an L/C Issuer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender and an L/C Issuer By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCHTRUIST BANK, as a Committed Lender and an L/C Issuer By: /s/ Xxxxx Xxxxx Lincoln XxXxxx Name: Xxxxx Xxxxx Xxxxxxx XxXxxx Title: Director to Extension Agreement XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer By: /s /s/ Xxxx Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AGVice President BANK OF CHINA, NEW YORK BRANCH, as a Group Agent Lender By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxx Title: Executive Vice President BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx X. Dennis Name: Xxxxxx X. Dennis Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE CANADIAN IMPERIAL BANK AGOF COMMERCE, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx X. Danvers Name: Xxxxx Xxxxxx X. Danvers Title: Director DEUTSCHE BANK AGAuthorized Signatory By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONAuthorized Signatory U.S. BANK NATIONAL ASSOCIATION, as Limited Guarantor a Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: SVP BOKF, NA DBA BANK OF OKLAHOMA, as a Lender By: /s/ Xxxx Xxxx Xxxxxxx Name: Xxxx Xxxx Xxxxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.Senior Vice President
Appears in 1 contract
BANK OF AMERICA, N. A., as Collateral Agent for a Lender and the Secured Parties and Administrative Agent for the Lenders Issuing Lender By: /s/ Bxxxxxx X. Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx Bxxxxxx X. Xxxxxxxx Title: Vice President [Principal **Signature Page to Loan Amendment No. 1 to the Credit Agreement] [** ***] Confidential treatment has been requested for Signature Pages to Amendment No. 1 to the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.Credit Agreement follow*** SUNTRUST BANK, as Syndication Agent, a Committed Joint Book Manager and a Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Bxxxx Xxxxx Name: Xxxxxx Xxxx-Xxxxxx Bxxxx Xxxxx Title: Director BANK OF AMERICA, N.A.**Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** GENERAL ELECTRIC CAPITAL CORPORATION, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Kxxx Xxxxxxx Name: Xxxxx Xxxxx Kxxx Xxxxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCHDuly Authorized Signatory **Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** BANK OF MONTREAL, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Nxxxxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxx Nxxxxxxx Xxxxxxxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH**Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** NATIONAL CITY BANK, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Jxxxxx X. Xxxxxx Name: Jxxxxx X. Xxxxxx Title: Senior Vice President **Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** WXXXX FARGO FOOTHILL, INC., as a Lender By: /s/ Jxxxxx Xxxxx Name: Xxxxxx X. Jxxxxx Xxxxx Title: Manager [Vice President **Signature Page to Loan Amendment No. 1 to the Credit Agreement] [** ***] Confidential treatment has been requested for Signature Pages to Amendment No. 1 to the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [Credit Agreement follow***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, * Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: February ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.2007 Page 1
Appears in 1 contract
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties Syndication Agent, Letter of Credit Issuer, Swingline Lender, Revolving Lender and Administrative Agent for the Lenders Term Loan Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 CITIBANK, N.A., as Letter of Credit Issuer, Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Letter of Credit Issuer, Revolving Lender and Term Loan Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Revolving Lender and Term Loan Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 U.S. BANK NATIONAL ASSOCIATION, as Revolving Lender and Term Loan Lender By: /s/ Xxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxxx Title: Senior Vice President [Signature Page to Loan Agreement] [***] 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. BANK OF AMERICACALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 XXXXXX XXXXXXX BANK, N.A., as a Committed Revolving Lender and Term Loan Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 HSBC BANK USA, NA, as Revolving Lender and Term Loan Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Xxxxx Name: Xxxxxx Xxxx-Xxxxxx Xxxxx Title: Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 XXXXXXX SACHS BANK OF AMERICA, N.A.USA, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Revolving Lender and Term Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Xx Name: Xxxxx Xxxxx Xx Title: Authorized Signatory Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 COMPASS BANK, as Revolving Lender and Term Loan Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 MIZUHO BANK, LTD., as Revolving Lender and Term Loan Lender By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 BANK OF NOVA SCOTIA, as Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCHSignature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 SOCIÉTÉ GÉNÉRALE, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Revolving Lender and Term Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AGSignature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 PNC BANK, NEW YORK BRANCHNATIONAL ASSOCIATION, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Revolving Lender and Term Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 BRANCH BANKING AND TRUST COMPANY, as Revolving Lender and Term Loan Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 DNB CAPITAL LLC, as Revolving Lender and Term Loan Lender By: /s/ Xxxxx Xxxxx Name: Xxxxxx X. Xxxxx Xxxxx Title: Manager [Vice President By: /s/ Asulv Xxxxx Name: Asulv Xxxxx Title: First Vice President Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONCALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 THE BANK OF NEW YORK MELLON, as Limited Guarantor Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxx X. Xxxxxx Name: Xxxx Xxxx X. Xxxxxx Title: Chief Financial Officer [Vice President Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A.CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 SUMITOMO MITSUI BANKING CORPORATION, as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. Revolving Lender and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ /s/ Ryo Suzuki Name: Ryo Suzuki Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.General Manager Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29
Appears in 1 contract
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties a Revolving Lender, a 2021-1 New Revolving Loan Lender and Administrative Agent for the Lenders a Letter of Credit Issuer By: /s/ Xxxxxxx Jxxx XxXxxxxx Name: Jxxx XxXxxxxx Title: Director ROYAL BANK OF CANADA, a Revolving Lender, a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION, a Revolving Lender, a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Pxxxx Xxx Name: Pxxxx Xxx Title: Director TRUST BANK, a Revolving Lender and a Letter of Credit Issuer By: /s/ Txxx X. Xxxxxx Name: Txxx X. Xxxxxx Title: Senior Vice President JEFFERIES FINANCE LLC, a Revolving Lender, a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Sxxxx X. Xxxxxxxx Name: Xxxxxxx Sxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Managing Director PNC BANK, NATIONAL ASSOCIATION, a 2021-1 New Revolving Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Lender and filed separately with the Securities a Letter of Credit Issuer By: /s/ Ben Psych Name: Ben Psych Title: SVP UBS AG, STAMFORD BRANCH, a 2021-1 New Revolving Loan Lender and Exchange Commission. BANK OF AMERICAa Letter of Credit Issuer By: /s/ Axxxxxx Xxxxxx Name: Axxxxxx Xxxxxx Title: Associate Director ING CAPITAL LLC, N.A., as a Committed Revolving Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Mxxxxxx Xxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Mxxxxxx Xxx Title: Director By: /s Xxxxxx Xxxxxxxx /s/ Rxx de Jongh Name: Xxxxxx Xxxxxxxx Rxx de Jongh Title: Director CREDIT SUISSE AGDIAMOND (BC) B.V. By: /s/ Pxxxxx Xxxx Xxxxxxx Name: Pxxxxx Xxxx Xxxxxxx Title: Board Member A and Authorized Signatory XXXXXX XXXXXX XX, NEW YORK XXXXXX XXXXXXX BRANCH, as a Group Administrative Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx Jxxxxx X. Xxxxx Name: Xxxxxx Jxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor Authorized Signatory By: /s/ Xxxx Xxxx Bxxxx Xxxxxxx Name: Xxxx Xxxx Bxxxx Xxxxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.Authorized Signatory
Appears in 1 contract
BANK OF AMERICA, N. A., as Collateral a Co-Syndication Agent for and a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director The undersigned Lender herby consents to Amendment No. 1 to the Secured Parties and Administrative Agent for Credit Agreement. KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Sr. Vice President The undersigned Lender herby consents to Amendment No. 1 to the Lenders Credit Agreement. PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President [Signature Page The undersigned Lender herby consents to Loan Amendment No. 1 to the Credit Agreement] [***] 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. BANK OF AMERICASANTANDER BANK, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Xxxxxxx Name: Xxxxxx Xxxx-Xxxxxx Xxxxxxx Title: Executive Director The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. U.S. BANK OF AMERICA, N.A.NATIONAL ASSOCIATION, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxx X. Xxxxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCHSenior Vice President The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. BARCLAYS BANK PLC, as a Group Co-Documentation Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. INDUSTRIAL AND COMMERCIAL BANK AGOF CHINA LIMITED, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor ED By: /s/ Xxxx Xxxx Hsiwei Chen Name: Xxxx Xxxx Hsiwei Chen Title: Chief Financial Officer VP [Signature Page Amendment No. 1 to Loan 364-Day Credit Agreement] [***] Confidential treatment has been requested for the bracketed portionsThe undersigned Lender herby consents to Amendment No. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group 1 to the Borrower under that certain Loan Credit Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America. TD BANK, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangersa Lender By: /s/ Uk-Sun Xxx Name: Uk-Sun Xxx Title: Senior Vice President The undersigned Lender herby consents to Amendment No. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made 1 to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.
Appears in 1 contract
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties a Lender, L/C Issuer, Swing Line Lender and Administrative Agent for the Lenders New Vehicle Swing Line Lender By: /s/ M. Pxxxxxxx Xxx Name: M. Pxxxxxxx Xxx Title: Senior Vice President to Credit Agreement and Joinder Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ H. Dxxxx Xxxxx Name: H. Dxxxx Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SUNTRUST BANK, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement TOYOTA MOTOR CREDIT CORPORATION, as a Lender By: /s/ Wxxxxxx Xxxxx Name: Wxxxxxx Xxxxx Title: National Dealer Credit Manager to Credit Agreement and Joinder Agreement WXXXX FARGO BANK, N.A., as a Lender By: /s/ Pxxxx X. Xxxxx Name: Pxxxx X. Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement SCOTIABANC, INC., as a Lender By: /s/ Wxxxxxx X. Xxxxxxx Name: Wxxxxxx X. Xxxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement CREDIT SUISSE, CAYMAN ISLAND BRANCH, as a Lender By: /s/ Cxxxxxxxx Xxxxxxx Name: Cxxxxxxxx Xxxxxxx Title: Vice President By: /s/ Mxxxxxx Xxxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxxx Title: Associate to Credit Agreement and Joinder Agreement ROYAL BANK OF CANADA, as a Lender By: /s/ Sxxxx Xxxx Name: Sxxxx Xxxx Title: Authorized Signatory to Credit Agreement and Joinder Agreement U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Sxxxx X. Xxxxxxxx Name: Xxxxxxx Sxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Credit Agreement and filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.Joinder Agreement FIFTH THIRD BANK, as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Mxxx Xxxxx Name: Xxxxx Mxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page Vice President to Loan Credit Agreement and Joinder Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties an LC Issuer, Swingline Lender and Administrative Agent for the Lenders a Lender By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx Title: Vice President [Director Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Third Amended and filed separately with the Securities Restated Credit Agreement (Sunoco LP) TRUIST BANK, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director (Sunoco LP) BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx X. Dennis Name: Xxxxxx X. Dennis Title: Director Signature Page to Third Amended and Exchange Commission. BANK OF AMERICARestated Credit Agreement (Sunoco LP) CITIBANK, N.A., as a Committed Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President (Sunoco LP) Credit Agricole Corporate and Investment Bank, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director (Sunoco LP) JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Officer Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Xxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG(Sunoco LP) MUFG BANK, NEW YORK BRANCH, Ltd. as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President (Sunoco LP) ROYAL BANK AGOF CANADA, as a Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Group Agent Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director (Sunoco LP) Sumitomo Mitsui Banking Corporation, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Authorized Signatory Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) XXXXX FARGO BANK, N.A., as an LC Issuer and a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director (Sunoco LP) THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Authorized Signatory Signature Page to Third Amended and Restated Credit Agreement (Sunoco LP) XXXXXXX XXXXX BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President (Sunoco LP) REGIONS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: X. Xxxxxxx Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Third Amended and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLCRestated Credit Agreement (Sunoco LP) U.S. Bank National Association, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Manager [Vice President Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Third Amended and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONRestated Credit Agreement (Sunoco LP) XXXXXX XXXXXXX BANK N.A, as Limited Guarantor a Lender By: /s/ Xxxx Xxxxxxx Xxxx Name: Xxxx Xxxxxxx Xxxx Title: Chief Financial Officer [Authorized Signatory Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Third Amended and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Restated Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A.Sunoco LP) TRUSTMARK NATIONAL BANK, as collateral agent for the Secured Parties a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Signature Page to Third Amended and Restated Credit Agreement (“Collateral Agent”)Sunoco LP) XXXXXX XXXXXXX SENIOR FUNDING, INC., as the administrative agent for the Lenders a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Signature Page to Third Amended and Restated Credit Agreement (“Administrative Agent”), Sunoco LP) SCHEDULE 1 Lender Revolving Credit Loan Commitment Applicable Percentage Bank of America, N.A. $ 80,000,000.00 5.333333333 % Truist Bank $ 80,000,000.00 5.333333333 % Barclays Bank PLC $ 80,000,000.00 5.333333333 % Citibank, N.A. $ 80,000,000.00 5.333333333 % Credit Agricole Corporate and Credit Suisse Securities (USA) LLCInvestment Bank $ 80,000,000.00 5.333333333 % JPMorgan Chase Bank, as joint structuring agentsN.A. $ 80,000,000.00 5.333333333 % Mizuho Bank, and Ltd. $ 80,000,000.00 5.333333333 % MUFG Bank, Ltd. $ 80,000,000.00 5.333333333 % PNC Bank, National Association $ 80,000,000.00 5.000000000 % Royal Bank of AmericaCanada $ 80,000,000.00 5.000000000 % Banco Santander, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AGS.A., New York BranchBranch $ 80,000,000.00 5.333333333 % Sumitomo Mitsui Banking Corporation $ 80,000,000.00 5.000000000 % The Toronto-Dominion Bank, as joint book runners New York Branch $ 80,000,000.00 5.000000000 % Xxxxx Fargo Bank, N.A. $ 80,000,000.00 5.000000000 % The Bank of Nova Scotia, Houston Branch $ 50,000,000.00 3.000000000 % Banco Bilbao Vizcaya Argentaria, S.A. New York Branch $ 50,000,000.00 3.000000000 % Canadian Imperial Bank of Commerce, New York Branch $ 50,000,000.00 3.000000000 % Xxxxxxx Xxxxx Bank $ 50,000,000.00 3.333333333 % Regions Bank $ 50,000,000.00 3.333333333 % U.S. Bank National Association $ 50,000,000.00 3.333333333 % Xxxxxx Xxxxxxx Bank, N.A. $ 48,500,000.00 3.233333333 % Trustmark National Bank $ 30,000,000.00 2.000000000 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 1,500,000.00 0.100000000 % TOTAL: $ 1,500,000,000.00 100.000000000 % [Other Schedules, Exhibits and joint lead arrangers. The Borrower promises to pay interest Annexes on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at file with the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.]
Appears in 1 contract
BANK OF AMERICA, N. A., an Extending Revolving Credit Lender and a Letter of Credit Issuer By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director |US-DOCS\131830648.9|| XXXXXXX XXXXX BANK USA, as Collateral Agent for the Secured Parties a 2022 Incremental Revolving Credit Lender and Administrative Agent for the Lenders an Extending Revolving Credit Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory |US-DOCS\000000000.9|| ROYAL BANK OF CANADA, as a 2022 Incremental Revolving Credit Lender and an Extending Revolving Credit Lender By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Vice President Authorized Signatory [Signature Page to Loan AgreementFirst Amendment] [***] 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. |US-DOCS\131830648.9|| BARCLAYS BANK OF AMERICA, N.A.PLC, as a Committed 2022 Incremental Revolving Credit Lender and an Extending Revolving Credit Lender By: /s/ Xxxxxx Xxxx-Xxxx Xxxxxx Name: Xxxxxx Xxxx-Xxxx Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx|US-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director DOCS\131830648.9|| CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent 2022 Incremental Revolving Credit Lender, an Extending Revolving Credit Lender and a Letter of Credit Issuer By: /s/ Xxxxx Xxxxx Xxxx Name: Xxxxx Xxxxx Xxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender Authorized Signatory By: /s/ Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonAuthorized Signatory |US-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.DOCS\131830648.9||
Appears in 1 contract
Samples: First Lien Credit Agreement (HireRight Holdings Corp)
BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties and Administrative Agent for the Lenders Initial Note A-5 Holder By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note A-6 Holder By: /s/ Xxxxxxx X. Xxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxxx Xxxx Title: Vice President [Signature Page to Loan Agreement] [***] 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. BANK OF AMERICACEO-CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, N.A.L.P., as a Committed Lender Initial Note A-7 Holder By: /s/ Xxxxxx Xxxx-Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx XxxxXxxxxxx Xxxx Title: CEO-Xxxxxx CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note A-8 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE POTOMAC XXXXX CO-LENDER AGREEMENT BARCLAYS BANK PLC, as Initial Note A-9 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory POTOMAC XXXXX CO-LENDER AGREEMENT BARCLAYS BANK PLC, as Initial Note A-10 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory SOCIÉTÉ GÉNÉRALE, as Initial Note B-1 Holder By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director SOCIÉTÉ GÉNÉRALE, as Initial Note B-2 Holder By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director SOCIÉTÉ GÉNÉRALE, as Initial Note B-3 Holder By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent Initial Note B-4 Holder By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] 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. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] 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. GIFS CAPITAL COMPANY LLCPOTOMAC XXXXX CO-LENDER AGREEMENT BANK OF AMERICA, N.A., as a Conduit Lender Initial Note B-5 Holder By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note B-6 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note B-7 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note B-8 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE BARCLAYS BANK PLC, as Initial Note B-9 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] 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. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONAuthorized Signatory POTOMAC XXXXX CO-LENDER AGREEMENT BARCLAYS BANK PLC, as Limited Guarantor Initial Note B-10 Holder By: /s/ Xxxx Xxxx Xxxxxxx Xxxxx Name: Xxxx Xxxx Xxxxxxx Xxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] 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. Authorized Signatory POTOMAC XXXXX CO-LENDER AGREEMENT EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] 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. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] 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. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] 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. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] 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. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] 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. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] 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.MORTGAGE LOAN SCHEDULE
Appears in 1 contract
Samples: Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2016-C37)