October 12, 2012 SolarCity Corporation
Exhibit 10.10a
October 12, 2012
SolarCity Corporation
0000 Xxxxxxxxx Xxx
San Mateo, CA 94127
RE: | Consent to Revision of Post-Closing Requirements and Schedule 5.21(g)(ii) of the Revolving Credit Agreement |
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of September 10, 2012 (the “Revolving Credit Agreement”) among SolarCity Corporation, a Delaware corporation (“Borrower”), the guarantors thereunder, the Lenders thereunder (“Revolving Lenders”), Bank of America, N.A., as administrative agent (in such capacity, “Revolving Facility Agent”), and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as sole lead arranger and sole book manager.
Pursuant to Section 6.18(e) of the Revolving Credit Agreement, Borrower is required to provide evidence the UCC financing statement recorded with the Delaware Secretary of State on March 19, 2009 with the filing number 90892031, naming Duvera Billing Services, LLC as the secured party thereunder and Borrower as the debtor thereunder (the “Duvera Lien”), has been properly terminated within 60 days of the Closing Date. Xxxxxxxx informed Revolving Facility Agent and the Revolving Lenders that in connection with the Duvera Lien, certain obligations relating to performance based incentives by the California Solar Initiative Program remain outstanding and are secured by the Xxxxxx Xxxx. Accordingly, Xxxxxxxx has requested Section 6.18(e) of the Revolving Credit Agreement be deleted in its entirety.
Pursuant to Section 5.21(g) of the Revolving Credit Agreement, Borrower is required to list each location where any personal property Collateral is located at any premises owned or leased by a Loan Party with a Collateral value in excess of $1,000,000. Borrower identified, in part (D) of Schedule 5.21(g)(ii), the Cranbury Township warehouse as containing inventory in excess of $1,000,000 but subsequent to the Closing Date determined such warehouse contains inventory below such threshold. Xxxxxxxx also informed the Revolving Lenders of additional corrections to Schedule 5.21(g)(ii). Accordingly, Xxxxxxxx has requested that Schedule 5.21(g)(ii) of the Revolving Credit Agreement be deleted in its entirety and replaced with the Schedule 5.21(g)(ii) attached hereto.
Revolving Facility Agent and Revolving Lenders (by their acceptance and agreement below) hereby (i) consent and authorize the deletion of Section 6.18(e) of the Revolving Credit Agreement in its entirety; and (ii) consent and authorize the deletion of Schedule 5.21(g)(ii) of the Revolving Credit Agreement in its entirety and replacement with Schedule 5.21(g)(ii) attached hereto.
The consents set forth above shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle Borrower to any other or further
consent or waiver in any similar or other circumstances. The consent set forth above shall be limited precisely as written and shall not be deemed to (a) be a waiver or modification of any other term or condition of the Revolving Credit Agreement or any other Loan Document (as defined in the Revolving Credit Agreement) or (b) prejudice any right or remedy which Revolving Facility Agent or Revolving Lenders may now have or may have in the future under or in connection with the Revolving Credit Agreement or any Loan Document (as defined in the Revolving Credit Agreement).
This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of this letter agreement by telefacsimile or other electronic transmission shall be equally as effective as delivery of an original executed counterpart of this letter agreement. Any party delivering an executed counterpart of this letter agreement by telefacsimile or other electronic transmission shall also deliver an original executed counterpart of this letter agreement, but the failure to do so shall not affect the validity, enforceability or binding effect of this letter agreement.
Please acknowledge your receipt of this letter agreement and acceptance of the foregoing terms and conditions by signing and dating the enclosed counterpart of this letter agreement where indicated below and returning the same to the undersigned as soon as possible.
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If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.
BANK OF AMERICA, N.A., as Administrative Agent | ||
By: | /s/ Xxxxxxx Xxxxxxx | |
Xxxxxxx Xxxxxxx | ||
Vice President, Agency Management |
Consent Letter - Revolving Credit Agreement
ACCEPTED AND AGREED TO | ||
AS OF THE DATE FIRST ABOVE WRITTEN: | ||
BANK OF AMERICA, N.A., as Revolving Lender | ||
By: | /s/ Xxxx X. Xxxxxxx | |
Name: | Xxxx X. Xxxxxxx | |
Title: | Vice President |
Consent Letter - Revolving Credit Agreement
BRIDGE BANK, NATIONAL ASSOCIATION, | ||
as a Revolving Lender | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | Vice President |
Consent Letter - Revolving Credit Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
as a Revolving Lender | ||
By: | /s/ Xxxx X’Xxxx | |
Name: | Xxxx X’Xxxx | |
Title: | Director | |
By: | /s/ Xxxxx X. Xxxxx | |
Name: | Xxxxx X. Xxxxx | |
Title: | Associate |
Consent Letter - Revolving Credit Agreement
SOLARCITY CORPORATION | ||
By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: | Chief Financial Officer |
Consent Letter - Revolving Credit Agreement
SCHEDULE 5.21(g)(ii)
Other Properties
(A)
Address |
County |
Leased or owned |
If leased, name of lessor |
To the extent owned, approximate fair market | ||||
0000 Xxxxxxxxx Xxx Xxx Xxxxx, XX 00000 |
San Mateo | Leased | [Lessor] | N/A | ||||
0000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 |
San Mateo | Leased | [Lessor] | N/A |
(B)
Location |
Address |
County | Leased or owned |
If leased, name of lessor |
To the extent owned, approximate fair market value of such property | |||||
Washington, DC | 000 0xx Xxxxxx, XX Xxxxx 000 Xxxxxxxxxx, XX 00000 | Xxxxxxxx of Columbia | Leased | [Lessor] | N/A |
(C)
Location |
Address |
County |
Leased |
If leased, name of |
To the extent owned, | |||||
Dewey | 0000 Xxxxx Xxxxx 00 Xxxxx, XX 00000 | Yavapai | Leased | [Lessor] | N/A | |||||
Phoenix (North) Deer Valley | 0000 Xxxx Xxxxxxxx Xxxx X, Xxxxxx 00-00 Xxxxxxx, XX 00000 | Maricopa | Leased | [Lessor] | N/A | |||||
Phoenix (South) | 0000 X. Xxxxxx Xxxx Xxxxxxx, XX 00000 |
Maricopa | Leased | [Lessor] | N/A | |||||
Phoenix (South) | 0000 X. 00xx Xx. Xxxxxxx, XX 00000 | Maricopa | Leased | [Lessor] | N/A | |||||
Tucson | 0000 X. Xxxxxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 | Pima | Leased | [Lessor] | N/A | |||||
Bakersfield | 0000 Xxxxx Xxxxxx, Xxxxxx X & X Xxxxxxxxxxx, XX 00000 |
Xxxx | Leased | [Lessor] | N/A | |||||
Berkeley | 0000 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
Alameda | Leased | [Lessor] | N/A | |||||
Xxxxxx City | 000 Xxxxxx Xxxx Xxxx Xxxxxx Xxxx, XX 00000 |
San Mateo | Leased | [Lessor] | N/A | |||||
Fresno | 0000 X. Xxxxxx Xxx Xxxxxx, XX 00000 |
Fresno | Leased | [Lessor] | N/A | |||||
Los Angeles | 0000 Xxxxxxx Xxxxx Xxx Xxxxxxx, XX 00000 |
Los Angeles | Leased | [Lessor] | N/A | |||||
Lancaster (Resi) | 000 Xxxx Xxxxxx X0 Xxxx 0, Units 109, 000 & 000 Xxxxxxxxx, XX 00000 |
Los Angeles | Leased | [Lessor] | N/A | |||||
Pomona | 0000 Xxxxxxxxxxxx Xxxxx Xxxxxx, XX 00000 |
Los Angeles | Leased | [Lessor] | N/A | |||||
Sacramento | 0000 Xxxxxxx Xxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 | Sacramento | Leased | [Lessor] | N/A | |||||
San Diego | 0000 Xxxxxxx Xxxxx Xxx Xxxxx, XX 00000 |
San Diego | Leased | [Lessor] | N/A |
-2-
Location |
Address |
County |
Leased |
If leased, name of |
To the extent owned, | |||||
Santa Xxx | 0000 Xxxxx Xxxxx Xxx Xxxxx Xxx, XX 00000 |
Orange | Leased | [Lessor] | N/A | |||||
Temecula | 00000 Xxxxxxx Xxxxxxxx, Xxxxx X Xxxxxxxx, XX 00000 | Riverside | Leased | [Lessor] | N/A | |||||
Torrance | 0000 Xxxx Xxxxx Parkway Suites E and F Torrance, CA 90501 |
Los Angeles | Leased | [Lessor] | N/A | |||||
Denver | 000 Xxxx 00xx Xxx, Xxxx 0X Xxxxxx, XX 00000 |
Xxxxx | Leased | [Lessor] | N/A | |||||
Parker | 00000 Xxxxxxxxxxx Xxxx Xxxxxx, XX 00000 |
Xxxxxxx | Leased | [Lessor] | N/A | |||||
Rocky Hill | 000 Xxxxx Xxxxxx Xxxxx Xxxx, XX 00000 |
Hartford | Leased | [Lessor] | N/A | |||||
Wethersfield | 00 Xxxxx Xxxx, #000 Xxxxxxxxxxxx, XX 00000 |
Hartford | Leased | [Lessor] | N/A | |||||
Mililani | 000 Xxxxxx Xxx Xxxxxxxx, XX 00000 |
Honolulu | Leased | [Lessor] | N/A | |||||
Marlborough | 00 Xx. Xxxxxx Xxxxx Xxxxxxxx 0, Xxxx 00 Xxxxxxxxxxx, XX 00000 |
Middlesex | Leased | [Lessor] | N/A | |||||
Beltsville | 0000 Xxxxxxxx Xxxxx Xxxx, # 000 Xxxxxxxxxx, XX 00000 | Prince Xxxxxx’s | Leased | [Lessor] | N/A | |||||
Silver Spring | 0000 Xxxxxxx Xxx Xxxxxx Xxxxxx, XX 00000 |
Xxxxxxxxxx | Leased | [Lessor] | N/A | |||||
Cherry Hill | 0000 Xxxx Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
Camden | Leased | [Lessor] | N/A |
-3-
Location |
Address |
County |
Leased |
If leased, name of |
To the extent owned, | |||||
Colonie | 00 Xxxxx Xxxx Xxxxxxx, XX 00000 |
Albany | Leased | [Lessor] | N/A | |||||
Albany | 0 Xxxxxxx Xxxx Xxxxxx, XX 00000 |
Albany | Leased | [Lessor] | N/A | |||||
Brooklyn | 000 Xxxxx Xx 0xx Xxxxx, Xxxx 0 Xxxxxxxx, XX 00000 |
Kings | Leased | [Lessor] | N/A | |||||
Portland | 0000 XX 000xx Xxxxxx Xxxxxxxx, XX 00000 |
Multnomah | Leased | [Lessor] | N/A | |||||
Broomall | 000 Xxxxxxx Xxxx Xxxxxxxx, XX 00000 |
Delaware | Leased | [Lessor] | N/A | |||||
Dallas | 00000 Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
Dallas | Leased | [Lessor] | N/A | |||||
Mississauga | 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX X0X 0X0 Xxxxxx |
Ontario (province) | Leased | [Lessor] | ||||||
Chandler | 000 X. 00xx Xxxxxx Xxxxxxxx, XX 00000 |
Maricopa | Leased | [Lessor] | N/A | |||||
Hayward | 00000 Xxxxxxx Xx Xxxxxxx, XX 00000 0000 X. Xxxxxx Xxxxxxx, XX 000000 |
Alameda | Leased | [Lessor] | N/A | |||||
Rancho Cucamonga | 00000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
San Bernardino | Leased | [Lessor] | N/A |
-4-
Location |
Address |
County |
Leased |
If leased, name of |
To the extent owned, | |||||
Allentown | 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 000000 |
Lehigh | Leased | [Lessor] | N/A | |||||
Westchester | 000 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
Westchester | Leased | [Lessor] | N/A | |||||
Honolulu | 000 X. Xxxxxx Xxx Xxxxxxxx, XX 00000 |
Honolulu | Leased | [Lessor] | N/A | |||||
Cranbury Township | 0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx, XX 00000 |
Middlesex | Leased | [Lessor] | N/A |
(D)2
Location |
Address |
County |
Leased |
If leased, name of |
To the extent owned, | |||||
Hayward | 00000 Xxxxxxx Xx Xxxxxxx, XX 00000 0000 X. Xxxxxx Xxxxxxx, XX 000000 |
Alameda | Leased | [Lessor] | N/A | |||||
Rancho Cucamonga | 00000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
San Bernardino | Leased | [Lessor] | N/A | |||||
Allentown | 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 0000000 |
Lehigh | Leased | [Lessor] | N/A | |||||
Elmsford | 000 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
Westchester | Leased | [Lessor] | N/A | |||||
Mililani | 000 Xxxxxx Xxx Xxxxxxxx, XX 00000 |
Honolulu | Leased | [Lessor] | N/A |
1 | This location is used to hold overflow inventory from the primary location. |
2 | Information provided for warehouses that hold more than $1 million in Collateral. |
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