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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/05/12 Solarcity Corp S-1¶ 34:34M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 2.21M
34: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 8K
2: EX-3.3 Amended and Restated Certificate of Incorporation HTML 109K
of the Registrant
3: EX-3.4 Amended and Restated Bylaws of the Registrant HTML 111K
4: EX-4.2 Form of Warrant to Purchase Series E Preferred HTML 55K
Stock
5: EX-4.3 Form of Warrant to Purchase Series F Preferred HTML 97K
Stock
6: EX-4.4 Seventh Amended and Restated Investor's Rights HTML 156K
Agreement
7: EX-10.1 Form of Indemnification Agreement for Directors HTML 92K
and Executive Officers
25: EX-10.10 Credit Agreement HTML 1.25M
8: EX-10.2 2007 Stock Plan and Form of Agreements Used HTML 206K
Thereunder
9: EX-10.3 2012 Equity Incentive Plan and Form of Agreements HTML 148K
Used Thereunder
10: EX-10.4 2012 Employee Stock Purchase Plan and Form of HTML 85K
Agreements Used Thereunder
11: EX-10.5 Office Lease Agreement HTML 286K
12: EX-10.5A First Amendment to Lease HTML 27K
13: EX-10.5B Second Amendment to Lease HTML 39K
14: EX-10.6 Term Loan Agreement HTML 220K
15: EX-10.6A First Amendment to Term Loan Agreement HTML 33K
16: EX-10.6B Second Amendment to Term Loan Agreement HTML 19K
17: EX-10.6C Third Amendment to Term Loan Agreement HTML 27K
18: EX-10.6D Fourth Amendment and Waiver to Term Loan Agreement HTML 22K
19: EX-10.7 Revolving Credit Agreement HTML 362K
20: EX-10.7A First Amendment to Revolving Credit Agreement HTML 19K
21: EX-10.7B Second Amendment to Revolving Credit Agreement HTML 28K
22: EX-10.7C Third Amendment and Waiver to Revolving Credit HTML 25K
Agreement
23: EX-10.8 Credit Agreement HTML 413K
24: EX-10.9 Offer Letter HTML 29K
26: EX-21.1 List of Subsidiaries HTML 17K
27: EX-23.1 Consent of Independent Registered Public HTML 12K
Accounting Firm
28: EX-99.1 Draft Registration Statement on Form S-1 HTML 1.69M
Confidentially Filed on April 26, 2012
29: EX-99.2 Draft Registration Statement on Form S-1 HTML 2.02M
Confidentially Filed on June 21, 2012
30: EX-99.3 Draft Registration Statement on Form S-1 HTML 2.05M
Confidentially Filed on July 20, 2012
31: EX-99.4 Draft Registration Statement on Form S-1 HTML 2.15M
Confidentially Filed on August 15, 2012
32: EX-99.5 Draft Registration Statement on Form S-1 HTML 2.16M
Confidentially Filed on August 30, 2012
33: EX-99.6 Draft Registration Statement on Form S-1 HTML 2.17M
Confidentially Filed on Sept 19, 2012
| Second Amendment to Term Loan Agreement |
Exhibit 10.6B
Chief Financial Officer
SolarCity Corporation
3055 Clearview Way
| Re: | Notice of Waiver and Amendment under the Term Loan Agreement dated January 24, 2011 and the Revolving Credit Agreement dated April 1, 2011 |
Dear Mr. White:
We refer to (1) that certain Term Loan Agreement dated as of January 24, 2011 (as amended on May 1, 2011, the “Term Loan Agreement”) between U.S. Bank National Association (the “Bank”) and SolarCity Corporation (the “Borrower”) and (2) that certain Revolving Credit Agreement dated as of April 1, 2011 (the “Credit Agreement” and together with the Term Loan Agreement, the “Loan Agreements”). Capitalized terms used herein and not defined shall have their assigned meanings in the Loan Agreements.
Section 9.2(c)(v) of each Loan Agreement requires the Borrower to submit to the Bank audited annual financial statements of the Borrower, prepared by a certified public accounting firm acceptable to the Bank. As of the date of this notice of default, the Borrower has not provided the Bank with these financial statements for the fiscal year ended December 31, 2010.
The Bank, with the consent of Bridge Bank as Required Lender under the Credit Agreement, hereby waives any Event of Default that has occurred as a result of the Borrower’s failure to deliver such financials. Furthermore, the Bank, with the consent of Bridge Bank as Required Lender under the Credit Agreement, hereby amends Section 9.2(c)(v) solely with respect to the financial statements for the fiscal year ended December 31, 2010 such that the Borrower is not required to deliver such financials until October 31, 2011. If the Borrower does not deliver such financials by October 31, 2011, an Event of Default shall be deemed to occur under Section 10.14 of the Term Loan Agreement and under Section 10.15 of the Credit Agreement.
The Bank reserves the right to take such action as the Bank considers necessary or reasonable under the Loan Agreements, and reserves all other rights and remedies available to it under applicable law. Except as explicitly stated herein, no failure or delay on the part of the Bank or any successor or assign of the Bank in exercising any power, right or remedy under the Loan Agreements or related documents shall operate as a
waiver thereof, and no single or partial exercise of any such power, right or remedy shall preclude an further exercise thereof or the exercise of any other power, right or remedy.
| Sincerely, |
| /s/ Cecilia Person |
| Cecilia Person, Vice President for U.S. Bank National Association |
| Consented to by Bridge Bank | ||
| By: |
/s/ Molly Hendry | |
| Name: |
||
| Title: |
AVP, Relationship Mgr. | |
| Acknowledged by SolarCity Corporation | ||
| By: |
/s/ DAVID WHITE | |
| Name: |
||
| Title: |
CFO | |
| cc: | Teveia Barnes, Esq. |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/5/12 | CORRESP | ||
| 10/31/11 | ||||
| 10/19/11 | ||||
| 5/1/11 | ||||
| 4/1/11 | ||||
| 1/24/11 | ||||
| 12/31/10 | ||||
| List all Filings | ||||
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