NINTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGYResearch and Development Alliance Agreement • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors
This NINTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of December 9, 2015 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, LLC (as successor in interest of SILEVO INC.) (“SILEVO”), a Delaware limited liability company with its principal office located at 47700 Kato Road, Fremont, California 94538. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”
REQUIRED GROUP AGENT ACTION NO. 8Required Group Agent Action No. 8 • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 8 (this “Action”), dated as of October 23, 2015 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”) and KeyBank National Association (“KB Agent”, and collectively with BA Agent, CS Agent, DB Agent and ING Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agr
NINTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS NINTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 14, 2015 (the “Amendment Effective Date”), is by and among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors
This FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of October 28, 2015, is entered into among the undersigned in connection with that certain Loan Agreement, dated as of February 4, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among Hammerhead Solar, LLC (“Borrower”), the various financial institutions from time to time parties thereto (collectively, the “Lenders”), and Bank of America, N.A., as the administrative agent (the “Administrative Agent”) and as the collateral agent (the “Collateral Agent”). As used in this Amendment, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
EIGHTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS EIGHTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 17, 2015 (the “Amendment Effective Date”), is by and among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors
THIS AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 16, 2014, by and among SolarCity Corporation, a Delaware corporation (“Parent”), Sunflower Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, Sunflower Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Silevo, Inc., a Delaware corporation, Richard Lim, solely in his capacity as securityholder representative (the “Securityholder Representative”), and, with respect to Article VIII, Article IX and Article X only, U.S. Bank National Association, as Escrow Agent, as amended by Amendment No. 1 dated as of September 5, 2014 (the “Merger Agreement”), is made and entered into on February 2, 2016, and effective as of December 31, 2015 by and among Parent, Silevo, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (as successor-in-interest of Silevo, Inc.) (the “Company”), and the Securityhol
REQUIRED GROUP AGENT ACTION NO. 9Required Group Agent Action No. 9 • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 9 (this “Action”), dated as of November 25, 2015 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and the Depositary for the Secured Parties (the “Depositary”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties f
REQUIRED GROUP AGENT ACTION NO. 10Required Group Agent Action No. 10 • February 10th, 2016 • Solarcity Corp • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 10 (this “Action”), dated as of December 18, 2015 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capit
