REQUIRED GROUP AGENT ACTION NO. 15Solarcity Corp • August 9th, 2016 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 15 (this “Action”), dated as of April 25, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitali
OMNIBUS AMENDMENTSolarcity Corp • August 9th, 2016 • Construction - special trade contractors • New York
THIS OMNIBUS AMENDMENT, dated June 25, 2015 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (the “Note Purchase Agreement”), by and among FTE Solar I LLC, as issuer (the “Issuer”), SolarCity Finance Company, LLC, as originator (in such capacity, the “Originator”) and as servicer (in such capacity, the “Servicer”), SolarCity Corporation, as parent (“SolarCity”) and as manager (in such capacity, the “Manager”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”); (2) the Indenture, dated as of January 9, 2015 (the “Indenture”), by and among the Issuer and U.S. Bank National Ass
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors
THIS AMENDMENT NO. 1 (this “Amendment”) to the Stock Purchase Agreement, dated as of August 3, 2015 (the “Agreement”), by and among (a) SolarCity Corporation, a corporation formed and existing under the laws of Delaware (the “Parent”); (b) (i) Solar Explorer, LLC, a limited liability company formed and existing in accordance with the laws of the State of Delaware (“First Purchaser”) and (ii) Solar Voyager, LLC, a limited liability company formed and existing in accordance with the laws of the State of Delaware (“Second Purchaser” and collectively with the Parent and the First Purchaser, the “Purchasers”); (c) Tatiana Alejandra Arelle Caraveo, a Spanish national (“First Seller”), and Manuel Vegara Llanes, a Spanish national and a resident of Mexico (“Second Seller” and collectively with First Seller, the “Sellers”); and (d) ILIOSSON, S.A. de C.V. (“ILIOSS”) a joint stock corporation of variable capital (sociedad anónima de capital variable) formed and existing with the laws of México (t
REQUIRED GROUP AGENT ACTION NO. 19Solarcity Corp • August 9th, 2016 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 19 (this “Action”), dated as of June 1, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”) and the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), 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, capital
REQUIRED GROUP AGENT ACTION NO. 16Solarcity Corp • August 9th, 2016 • Construction - special trade contractors
This REQUIRED GROUP AGENT ACTION NO. 16 (this “Action”), dated as of May 2, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), Bank of America, N.A., as the Collateral Agent (the “Collateral Agent”) and as the Administrative Agent (the “Administrative Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitalized terms which are not
THIRTEENTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS THIRTEENTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 25, 2016 (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. 1 TO THE CREDIT AGREEMENTThe Credit Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of July 15, 2016 (the “Effective Date”), is entered into by and among Domino Solar Ltd, as Borrower (the “Borrower”) and Credit Suisse AG, New York Branch, as Agent (in such capacity, the “Agent”) and as a Funding Agent (in such capacity, the “CS Funding Agent”) and relates to the Credit Agreement, dated as of March 31, 2016 (the “Credit Agreement”), by and among the Borrower, SolarCity Corporation, as Performance Guarantor and as Manager, Dom Solar Lessor I, LP, as Original Lessor, the Agent, the Lenders from time to time party thereto, each Funding Agent from time to time party thereto and U.S. Bank National Association, as Paying Agent and as Custodian.
OMNIBUS AMENDMENT No. 4Custodial Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS OMNIBUS AMENDMENT No. 4, dated July 29, 2016 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (as amended by Omnibus Amendment, dated June 25, 2015 (“Amendment No. 1”), by and among the parties thereto, Omnibus Amendment No. 2, dated September 30, 2015 (“Amendment No. 2”), by and among the parties thereto, and Omnibus Amendment No. 3 dated December 16, 2015 (“Amendment No. 3”, and together with Amendment No. 1 and Amendment No. 2, the “Amendments”) by and among the parties thereto, the “Note Purchase Agreement”), by and among FTE Solar I LLC, as issuer (the “Issuer”), SolarCity Finance Company, LLC, as originator (in such capacity, the “Originator”) and as servicer (in such capacity, the “Servicer”), SolarCity Corporation, as parent (“SolarCity”) and as manager (in such capac
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTThe Credit Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of July __, 2016 (the “Effective Date”), is entered into by and among Domino Solar Ltd, as Borrower (the “Borrower”) and Credit Suisse AG, New York Branch, as Agent (in such capacity, the “Agent”) and as a Funding Agent (in such capacity, the “CS Funding Agent”) and relates to the Credit Agreement, dated as of March 31, 2016 (as amended by Amendment No. 1 dated July 15, 2016, by and among the parties thereto, the “Credit Agreement”), by and among the Borrower, SolarCity Corporation, as Performance Guarantor and as Manager, Dom Solar Lessor I, LP, as Original Lessor, the Agent, the Lenders from time to time party thereto, each Funding Agent from time to time party thereto and U.S. Bank National Association, as Paying Agent and as Custodian.
TWELFTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
THIS TWELFTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 24, 2016 (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.
ADMINISTRATIVE AGENT ACTION NO. 20Solarcity Corp • August 9th, 2016 • Construction - special trade contractors
This ADMINISTRATIVE AGENT ACTION NO. 20 (this “Action”), dated as of June 27, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), and Bank of America, N.A., as the Administrative Agent (“Administrative Agent”) under the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, 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 “Existing Group Agents”), as Group Agents, the Lenders and the other parties from time to time parties thereto, on the Effective Date immediately prior to the effectiveness of this Action, and [***], in its capacity as a
AMENDMENT No. 2 to CREDIT AGREEMENTCredit Agreement • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 22, 2016, by and among MAKO SOLAR, LLC, a Delaware limited liability company (the “Borrower”), MAKO SOLAR HOLDINGS, LLC, a Delaware limited liability company (the “Member”), [***], a Delaware limited liability company (“Fund I Manager”), [***], a Delaware limited liability company (“Fund II Manager”), [***], a Delaware limited liability company (“Fund III Manager”), SOLARCITY CORPORATION, a Delaware corporation solely in its capacity as a limited guarantor (the “Limited Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent” and together with the Admini
