|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/16 Solarcity Corp 10-Q 9/30/16 94:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.16M
3: EX-10.19T Material Contract HTML 136K
4: EX-10.19U Material Contract HTML 130K
5: EX-10.19V Material Contract HTML 56K
6: EX-10.19W Material Contract HTML 148K
7: EX-10.19X Material Contract HTML 108K
8: EX-10.19Y Material Contract HTML 143K
2: EX-10.5C Material Contract HTML 32K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
19: R1 Document and Entity Information HTML 49K
20: R2 Consolidated Balance Sheets HTML 172K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 98K
22: R4 Consolidated Statements of Operations (Unaudited) HTML 125K
23: R5 Consolidated Statements of Cash Flows HTML 169K
24: R6 Organization HTML 36K
25: R7 Summary of Significant Accounting Policies and HTML 194K
Procedures
26: R8 Restructuring and Other Activities HTML 35K
27: R9 Goodwill and Intangible Assets HTML 277K
28: R10 Selected Balance Sheet Components HTML 216K
29: R11 Cash Equity Financings HTML 36K
30: R12 Indebtedness HTML 453K
31: R13 VIE Arrangements HTML 183K
32: R14 Redeemable Noncontrolling Interests in HTML 46K
Subsidiaries
33: R15 Equity HTML 97K
34: R16 Equity Award Plans HTML 250K
35: R17 Income Taxes HTML 38K
36: R18 Related Party Transactions HTML 97K
37: R19 Commitments and Contingencies HTML 64K
38: R20 Basic and Diluted Net Loss Per Share HTML 117K
39: R21 Subsequent Events HTML 31K
40: R22 Summary of Significant Accounting Policies and HTML 220K
Procedures (Policies)
41: R23 Summary of Significant Accounting Policies and HTML 162K
Procedures (Tables)
42: R24 Goodwill and Intangible Assets (Tables) HTML 278K
43: R25 Selected Balance Sheet Components (Tables) HTML 216K
44: R26 Indebtedness (Tables) HTML 408K
45: R27 VIE Arrangements (Tables) HTML 180K
46: R28 Redeemable Noncontrolling Interests in HTML 43K
Subsidiaries (Tables)
47: R29 Equity (Tables) HTML 91K
48: R30 Equity Award Plans (Tables) HTML 249K
49: R31 Related Party Transactions (Tables) HTML 93K
50: R32 Basic and Diluted Net Loss Per Share (Tables) HTML 118K
51: R33 Organization - Additional Information (Detail) HTML 42K
52: R34 Summary of Significant Accounting Policies and HTML 73K
Procedures - Additional Information (Detail)
53: R35 Summary of Significant Accounting Policies and HTML 42K
Procedures - Summary of Interest Rate Swaps
Outstanding (Detail)
54: R36 Summary of Significant Accounting Policies and HTML 48K
Procedures - Assets and Liabilities Carried at
Fair Value on Recurring Basis (Detail)
55: R37 Summary of Significant Accounting Policies and HTML 38K
Procedures - Summary of the Activity of the Level
3 Contingent Consideration (Detail)
56: R38 Summary of Significant Accounting Policies and HTML 54K
Procedures - Schedule of Estimated Fair Values and
Carrying Values (Detail)
57: R39 Summary of Significant Accounting Policies and HTML 39K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Detail)
58: R40 Summary of Significant Accounting Policies and HTML 33K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Parenthetical) (Detail)
59: R41 Restructuring and Other Activities - Additional HTML 55K
Information (Detail)
60: R42 Goodwill and Intangible Assets - Additional HTML 36K
Information (Detail)
61: R43 Goodwill and Intangible Assets - Summary of HTML 76K
Intangible Assets (Detail)
62: R44 Goodwill and Intangible Assets - Summary of HTML 36K
Carrying Value of Intangible Assets (Detail)
63: R45 Goodwill and Intangible Assets - Amortization HTML 36K
Expense for Identifiable Purchased Intangible
Assets (Detail)
64: R46 Goodwill and Intangible Assets - Summary of Future HTML 53K
Amortization Expense for Intangible Assets
(Detail)
65: R47 Selected Balance Sheet Components - Components of HTML 140K
Consolidated Balance Sheet (Detail)
66: R48 Selected Balance Sheet Components - Components of HTML 40K
Consolidated Balance Sheet (Parenthetical)
(Detail)
67: R49 Cash Equity Financings - Additional Information HTML 48K
(Detail)
68: R50 Indebtedness - Summary of Debt (Detail) HTML 176K
69: R51 Indebtedness - Summary of Debt (Parenthetical) HTML 34K
(Detail)
70: R52 Indebtedness - Additional Information (Detail) HTML 362K
71: R53 VIE Arrangements - Summary of Number of Current HTML 52K
VIE Funds by Classification of Investor, the
Carrying Value, Total Investor Contributions
Received and Undrawn Investor Contributions
(Detail)
72: R54 VIE Arrangements - Additional Information (Detail) HTML 35K
73: R55 VIE Arrangements - Carrying Values of Assets and HTML 116K
Liabilities of Subsidiary in Consolidated Balance
Sheets (Detail)
74: R56 Redeemable Noncontrolling Interests in HTML 50K
Subsidiaries - Activity of Redeemable
Noncontrolling Interests in Subsidiaries (Detail)
75: R57 Redeemable Noncontrolling Interests in HTML 35K
Subsidiaries - Additional Information (Detail)
76: R58 Equity - Schedule of Changes in Total HTML 62K
Stockholders' Equity and Noncontrolling Interests
(Detail)
77: R59 Equity Award Plans - Additional Information HTML 75K
(Detail)
78: R60 Equity Award Plans - Summary of Stock Option HTML 78K
Activity (Detail)
79: R61 Equity Award Plans - Summary of Stock Option HTML 31K
Activity (Parenthetical) (Detail)
80: R62 Equity Award Plans - Summary of Fair Value of HTML 40K
Stock Options Granted Using Weighted-Average
Assumptions used in the Black-Scholes Option
Valuation Model (Detail)
81: R63 Equity Award Plans - Summary of RSU Activity HTML 56K
(Detail)
82: R64 Equity Award Plans - Summary of Capitalized HTML 41K
Stock-Based Compensation Expense (Detail)
83: R65 Equity Award Plans - Summary of Stock-Based HTML 45K
Compensation Expense Recognized (Detail)
84: R66 Income Taxes - Additional Information (Detail) HTML 46K
85: R67 Related Party Transactions - Components of Related HTML 38K
Party Transactions (Detail)
86: R68 Related Party Transactions - Summary of Related HTML 44K
Party Balances (Detail)
87: R69 Related Party Transactions - Additional HTML 60K
Information (Detail)
88: R70 Commitments and Contingencies - Additional HTML 74K
Information (Detail)
89: R71 Basic and Diluted Net Loss Per Share - Computation HTML 52K
of Company's Basic and Diluted Net Loss Per Share
(Detail)
90: R72 Basic and Diluted Net Loss Per Share - Schedule of HTML 41K
Weighted-Average Outstanding Shares of Common
Stock Equivalents Excluded from Computation of
Diluted Net Loss Per Share (Detail)
91: R73 Subsequent Events - Additional Information HTML 38K
(Detail)
93: XML IDEA XML File -- Filing Summary XML 166K
92: EXCEL IDEA Workbook of Financial Reports XLSX 110K
13: EX-101.INS XBRL Instance -- scty-20160930 XML 4.96M
15: EX-101.CAL XBRL Calculations -- scty-20160930_cal XML 236K
16: EX-101.DEF XBRL Definitions -- scty-20160930_def XML 942K
17: EX-101.LAB XBRL Labels -- scty-20160930_lab XML 1.56M
18: EX-101.PRE XBRL Presentations -- scty-20160930_pre XML 1.27M
14: EX-101.SCH XBRL Schema -- scty-20160930 XSD 244K
94: ZIP XBRL Zipped Folder -- 0001564590-16-028647-xbrl Zip 256K
Exhibit 10.19y
CONFIDENTIAL TREATMENT REQUESTED
Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.
REQUIRED GROUP AGENT ACTION NO. 26
This REQUIRED GROUP AGENT ACTION NO. 26 (this “Action”), dated as of October 5, 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”), National Bank of Arizona (“NBAZ Agent”), Silicon Valley Bank (“SVB Agent”) and CIT Bank, N.A. (“CIT Agent” and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB 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, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
A.The Borrower has requested the Required Group Agents to provide their consent to the addition and inclusion to the Loan Agreement and the other Financing Documents of (the “Subject Fund Transactions”): [***] (“[***]”), as a Subject Fund, and [***] (“[***]”), as a Borrower Subsidiary Party (collectively, [***] and [***], the “New Entities”);
B.The Required Group Agents are willing to provide their consent to the Subject Fund Transactions on the terms and subject to the conditions set forth in this Action; and
C.The Borrower, the Required Group Agents, the Administrative Agent and the Collateral Agent desire to amend the Loan Agreement as set forth herein.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
Section 1.Amendments to the Loan Agreement. Subject to the prior satisfaction of the conditions precedent described in Section 3 hereof, the Loan Agreement will be amended as follows (clauses (a) – (f) below, collectively, the “Loan Agreement Amendments”):
(a)Section 1.1 of the Loan Agreement shall be amended by amending and restating clause (a)(ii) of the definition of “Repeat Tax Equity Structure” in its entirety as follows:
Required Group Agent Action No. 26
[***] 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.
“(ii) was previously approved by the Administrative Agent and the Majority Group Agents pursuant to Section 2.10 as a Subject Fund (other than the [***] Subject Fund and the [***] Subject Fund) and”
(b)Schedule 1.1(b) to the Loan Agreement shall be amended by amending and restating the table therein in its entirety:
|
Partnership Managing Member / Lessor Managing Member / Borrower Subsidiary (Other Non-Financed Structure) |
Equity Interests Owned as of date related Partnership or Lessor Partnership becomes a Subject Fund |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
|
[***] |
[***] |
(c)Appendix 1 of the Loan Agreement shall be amended and restated as set forth in Exhibit 1 attached hereto;
(d)The definition of “Watched Funds” in Appendix 2 of the Loan Agreement shall be amended by inserting clause (xii) and amending and restating the final paragraph therein as follows:
“(xii)solely with respect to the [***] Subject Fund, upon the occurrence of any breach or default as set forth in clause (h) of the definition of “Removal Event” in the Limited Liability Company Agreement of [***], dated [***] (the “[***]”), and such breach or default is not cured within ninety (90) days of such breach; provided, however, the [***] Subject Fund shall not be a “Watched Fund” if the Class B Member (as defined in the [***]) waives in writing the foregoing “Removal Event” or otherwise confirms in writing that it will not exercise any right to remove the Class A Member (as defined in the [***]) as the [***] of the [***] Subject Fund.
For the avoidance of doubt, at such time as none of the conditions set forth in clauses (i) through (xii) above is true in respect of any Subject Fund previously classified as a “Watched Fund”, then such Subject Fund shall no longer be a
2Required Group Agent Action No. 26
[***] 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.
“Watched Fund” for any purpose under the Loan Agreement to which this Appendix 2 is attached or any other Financing Document referenced therein.”
(e)Appendix 4 of the Loan Agreement shall be amended and restated as set forth in Exhibit 2 attached hereto; and
(f)Appendix 5 of the Loan Agreement shall be amended and restated as set forth in Exhibit 3 attached hereto.
Section 2.Consents. Subject to the prior satisfaction of the conditions precedent described in Section 3 hereof:
(a)the Required Group Agents consent to the Loan Agreement Amendments, with acknowledgement by each of the Administrative Agent and the Collateral Agent; and
(b)the Administrative Agent and the Required Group Agents consent to the Subject Fund Transactions pursuant to and in accordance with Section 2.10(a) of the Loan Agreement.
Section 3.Conditions Precedent. This Action shall be effective upon the satisfaction of the following conditions precedent:
(a)The Administrative Agent shall have received counterparts of this Action, executed and delivered by each of the other parties hereto.
(b)The Administrative Agent shall have received a certificate of the Borrower dated as of the Effective Date signed by a Responsible Officer of the Borrower (i) making the Tax Equity Representations with respect to [***] and (ii) certifying that each representation and warranty of the Borrower contained in Article 4 of the Loan Agreement is true and correct in all material respects as of the Effective Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date) other than those representations and warranties that are modified by materiality by their own terms, which shall be true and correct in all respects as of the Effective Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all respects as of such earlier date).
(c)The Borrower shall have delivered or caused to be delivered to the Administrative Agent a Tax Equity Required Consent from [***] in connection with the Subject Fund Transactions.
(d)Each of the Administrative Agent and each Group Agent shall have received an opinion, dated no earlier than the Effective Date, of Wilson Sonsini Goodrich & Rosati, counsel to the Loan Parties, the Borrower Subsidiary Parties and SolarCity, in form and substance reasonably acceptable to the Administrative Agent, the Collateral Agent and the Majority Group Agents, with respect to the Subject Fund Transactions.
(e)Each of the Administrative Agent and each Group Agent shall have received opinions, dated no earlier than the Effective Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, the Borrower Subsidiary Parties and SolarCity, each in form and substance reasonably acceptable to the Administrative Agent, the Collateral Agent and the Majority Group Agents, with respect to the Subject Fund Transactions.
3Required Group Agent Action No. 26
[***] 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.
(f)The Administrative Agent and the Collateral Agent shall have received (i) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each of the New Entities and the Borrower and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral in respect of the New Entities (the “New Collateral”), (ii) copies of the financing statements on file in such jurisdictions and evidence that no liens exist on the New Collateral pledged by [***] and the Borrower other than Permitted Liens of the type set forth in clauses (b), (c) or (d) of the definition thereof and (iii) copies of tax lien, judgment and bankruptcy searches in such jurisdictions.
(g)The Collateral Agent shall have received all documentation in connection with the New Collateral, including (i) a Joinder Agreement in the form attached as Exhibit C to the Security Agreement, executed by each of [***], the Collateral Agent and the Borrower, dated as of the Effective Date, (ii) a Joinder Agreement in the form attached as Exhibit B-1 to the CADA, executed by each of [***], the Collateral Agent and the Borrower, dated as of the Effective Date, (iii) a Joinder Agreement in the form attached as Exhibit C to the Borrower Subsidiary Party Security Agreement, executed by each of [***] and the Collateral Agent, dated as of the Effective Date and (iv) any other data, documentation, analysis or report reasonably requested by the Administrative Agent with respect to the New Entities.
(h) (i) The UCC financing statements relating to the New Collateral shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first priority Lien and security interest set forth in the Collateral Documents (as supplemented and as such term is defined in the Loan Agreement, as amended) and (ii) the Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all New Collateral in which the Lien and security interest described above is permitted to be perfected by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in [***] and the pledged interests in [***] pursuant to the Borrower Subsidiary Party Security Agreement, along with the applicable blank transfer powers and proxies.
(i)Each of the other conditions precedent as set forth in Section 3.4 of the Loan Agreement shall have been satisfied with respect to the Subject Fund Transactions.
(j)The Administrative Agent shall have received for its own account all costs and expenses described in Section 6 of this Action, for which invoices have been presented in connection herewith.
Section 4.Reference to and Effect on Financing Documents. Each of the Loan Agreement and the other Financing Documents is and shall remain unchanged and in full force and effect, and, except as expressly set forth herein, nothing contained in this Action shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any of the other Secured Parties, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in each of the Loan Agreement and any other Financing Document. This Action shall also constitute a “Financing Document” for all purposes of the Loan Agreement and the other Financing Documents.
4Required Group Agent Action No. 26
[***] 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.
Section 5.Incorporation by Reference. Sections 10.5 (Entire Agreement), 10.6 (Governing Law), 10.7 (Severability), 10.8 (Headings), 10.11 (Waiver of Jury Trial), 10.12 (Consent to Jurisdiction), 10.14 (Successors and Assigns) and 10.16 (Binding Effect; Counterparts) of the Loan Agreement are hereby incorporated by reference herein, mutatis mutandis.
Section 6.Expenses. The Borrower agrees to reimburse the Administrative Agent in accordance with Section 10.4(b) of the Loan Agreement for its reasonable and documented out-of-pocket expenses in connection with this Action, including reasonable and documented fees and out-of-pocket expenses of legal counsel.
Section 7.Construction. The rules of interpretation specified in Section 1.2 of the Loan Agreement also apply to this Action, mutatis mutandis.
[Signature Pages Follow]
5Required Group Agent Action No. 26
[***] 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.
IN WITNESS WHEREOF, the parties hereto have caused this Action to be duly executed by their respective authorized officers as of the day and year first written above.
|
MEGALODON SOLAR, LLC, |
|
as Borrower |
|
|
|
|
|
By: /s/ Lyndon Rive |
|
Name:Lyndon Rive |
|
Title:President |
|
|
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Sheikh Omer-Farooq |
|
Name:Sheikh Omer-Farooq |
|
Title:Managing Director |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Rhys Marsh |
|
Name:Rhys Marsh |
|
Title:Director |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Erin McCutcheon |
|
Name:Erin McCutcheon |
|
Title:Vice President |
|
|
|
By: /s/ Jason Muncy |
|
Name:Jason Muncy |
|
Title:Vice President |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Vinod Mukani |
|
Name:Vinod Mukani |
|
Title:Director |
|
|
|
By: /s/ Gregory Leveto |
|
Name:Gregory Leveto |
|
Title:Vice President |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Thomas Cantello |
|
Name:Thomas Cantello |
|
Title:Director |
|
|
|
By: /s/ Erwin Thomet |
|
Name:Erwin Thomet |
|
Title:Managing Director |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Benjamin C. Cooper |
|
Name:Benjamin C. Cooper |
|
Title:Vice President |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Kate Smith |
|
Name:Kate Smith |
|
Title:Vice President |
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
|
as a Group Agent |
|
|
|
|
|
By: /s/ Sayoji Goli |
|
Name:Sayoji Goli |
|
Title:Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[ Signature Page to Required Group Agent Action No. 26 ]
[***] 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.
APPENDIX 1
ADVANCE RATE
The “Advance Rate” means
(i) For a Subject Fund the following percentages:
|
Subject Fund |
Advance Rate |
Cash Sweep Fund or |
|
[***] |
[***]%
|
[***] |
|
[***] |
[***]%
|
[***] |
|
[***] |
[***]%
|
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]%
|
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
[***] |
[***]% |
[***] |
|
(ii) |
In respect of any Potential New Fund that becomes a Subject Fund, a percentage as shall be determined in accordance with this Appendix 1 following the completion of due diligence by the Administrative Agent, which by way of example shall be: |
|
Advance Rate |
|||
Exhibit 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.
“CB” or “Cash Sweep Fund Baseline” means, the lesser of (a) [***]% and (b) the percentage obtained by dividing (i) the maximum amount of debt that can be fully supported by Net Cash Flows distributable to the Managing Member(s) of such Subject Fund assuming interest is accruing at the Default Rate when applying the ITC Downside Case to that particular Subject Fund and only that Subject Fund by (ii) the Discounted Solar Asset Balance of such Subject Fund.
“ITC Downside Case” means a scenario in which a 30% reduction in fair market value occurs in the first month that a Subject Fund is included in the Available Borrowing Base and the Aggregate Advance Model is adjusted to calculate the Net Cash Flows distributable to the Managing Member(s) of such Subject Fund in light of such reduction in fair market value and any applicable Cash Sweep Event (as defined in Appendix 7).
For avoidance of doubt, the amounts set forth in this clause (ii) are indicative subject to final determination by the Administrative Agent at the time such Subject Fund is included in the Available Borrowing Base;
|
(iii) |
[Reserved]. |
|
(iv) |
All PV Systems in any Watched Fund shall have an Advance Rate of [***]% for purposes of calculating the Available Borrowing Base. For avoidance of doubt, this shall include any PV Systems in a Watched Fund that were financed in previous tranches and whose Net Cash Flows were incorporated in previous Available Borrowing Base calculations. |
|
(v) |
To the extent that, despite negotiating in good faith, the Administrative Agent and the Borrower cannot agree on the Advance Rate under clause (ii) of this Appendix 1, the Advance Rate determined by the Administrative Agent, acting at the direction of the Majority Group Agents, shall prevail. |
Exhibit 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.
APPENDIX 4
TAX EQUITY STRUCTURES, PARTNERSHIPS, LESSOR PARTNERSHIPS, LESSORS, SUBJECT FUNDS, MANAGING MEMBERS, FUNDED SUBSIDIARIES, LESSEES, CASH SWEEP DESIGNATIONS AND INVESTORS
|
Tax Equity Structure |
Partnership / (Subject Fund) |
Partnership Managing Member / Lessor Partnership Managing Member |
Funded Subsidiaries (Subject Fund and Managing Member, if any) |
Lessee |
Full Cash-Sweep Fund, Partial Cash-Sweep Fund or Non-Cash Sweep Fund |
Investor(s) |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
Exhibit 2
[***] 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.
|
Tax Equity Structure |
Partnership / (Subject Fund) |
Partnership Managing Member / Lessor Partnership Managing Member |
Funded Subsidiaries (Subject Fund and Managing Member, if any) |
Lessee |
Full Cash-Sweep Fund, Partial Cash-Sweep Fund or Non-Cash Sweep Fund |
Investor(s) |
|
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
•[***] |
[***] |
[***] |
[***] |
Exhibit 2
[***] 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.
APPENDIX 5
PROJECT DOCUMENTS
|
|
1. |
[***] Subject Fund |
|
|
• |
Master Lease, dated as of [***], by and between [***] and [***]. |
|
|
• |
Equity Capital Contribution Agreement, dated as of [***], by and among SolarCity, [***] and [***]. |
|
|
• |
Amendment to Equity Capital Contribution Agreement, dated as of [***] (to add [***] as a Project State). |
|
|
• |
Operating Agreement of [***], dated as of [***], by and between [***] and [***]. |
|
|
• |
Operating Agreement of [***], dated as of [***], by and among [On File with Administrative Agent], [***] and [***]. |
|
|
• |
Second Amended and Restated Limited Liability Company Agreement of [***] dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Pass-Through Agreement, dated as of [***], by and between [***] and [***]. |
|
|
• |
Guaranty, dated as of [***], from SolarCity in favor of [On File with Administrative Agent], [***] and [***]. |
|
|
2. |
[***] Subject Fund |
|
|
• |
Master Lease, dated as of [***], by and between [***] and [***]. |
|
|
• |
Equity Capital Contribution Agreement, dated as of [***], by and among SolarCity, [***] and [***]. |
|
|
• |
Amendment to Equity Capital Contribution Agreement, dated as of [***] (to add [***] as a Project State) by and among SolarCity, [***] and [***]. |
|
|
• |
First Amendment to Equity Capital Contribution Agreement, dated as of [***], by and among SolarCity, [***] and [***]. |
|
|
• |
Operating Agreement of [***], dated as of [***], by and between [***] and [***]. |
|
|
• |
Operating Agreement of [***], dated as of [***], by and between [On File with Administrative Agent] and [***]. |
Exhibit 3
[***] 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.
|
|
• |
Second Amended and Restated Limited Liability Company Agreement of [***] dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Pass-Through Agreement, dated as of [***], by and between [***] and [***]. |
|
|
• |
Guaranty, dated as of [***], from SolarCity in favor of [On File with Administrative Agent]and [***]. |
|
|
3. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and among [***], [On File with Administrative Agent] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Amendment No. 1 to Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Guaranty, dated as of [***], by SolarCity in favor of [On File with Administrative Agent] and [On File with Administrative Agent]. |
|
|
• |
Transition Manager Agreement, dated as of [***], by and among [***], SolarCity and [***]. |
|
|
4. |
[***] Subject Fund |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Contribution Agreement (Systems), dated as of [***], by and among [***], [***], Megalodon Solar, LLC and [***]. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
Exhibit 3
[***] 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.
|
|
5. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amendment No. 1 to Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Guaranty, dated as of [***], from SolarCity in favor of [On File with Administrative Agent]. |
|
|
6. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Amendment No. 1 to Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
Exhibit 3
[***] 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.
|
|
• |
Guaranty, dated as of [***], by and between SolarCity Corporation and [On File with Administrative Agent]. |
|
|
• |
Transition Manager Agreement, dated as of [***], by and among [***], SolarCity Corporation and [***]. |
|
|
7. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Guaranty, dated as of [***], by and between SolarCity Corporation and [On File with Administrative Agent]. |
|
|
8. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [***]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Capital Modification Rights Agreement, dated as of [***], by and among SolarCity, [***] and [***]. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Guaranty, dated as of [***], from SolarCity in favor of [***] and [***]. |
|
|
• |
Guaranty, dated as of [***], from [On File with Administrative Agent] in favor of [***]. |
Exhibit 3
[***] 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.
|
|
9. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and among [***], [On File with Administrative Agent] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Guaranty, dated as of [***], by SolarCity in favor of [On File with Administrative Agent] and [On File with Administrative Agent]. |
|
|
• |
Transition Manager Agreement, dated as of [***], by and among [***], SolarCity and [***]. |
|
|
• |
SREC Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
10. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity and [***]. |
Exhibit 3
[***] 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.
|
|
11. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Guaranty, dated as of [***], by and between SolarCity Corporation and [On File with Administrative Agent]. |
|
|
12. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Second Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Asset Management Agreement, dated as of [***], by and between SolarCity and [***]. |
|
|
• |
Master Purchase and Equity Capital Contribution Agreement, dated as of [***], by and among SolarCity Corporation, [***], [***] and [On File with Administrative Agent]. |
|
|
• |
Amendment Agreement, dated as of [***], by and among SolarCity Corporation, [***], [***] and [On File with Administrative Agent]. |
|
|
• |
Guaranty, dated as of [***], by SolarCity Corporation in favor of [On File with Administrative Agent]. |
Exhibit 3
[***] 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.
|
|
• |
SREC Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
13. |
[***] Subject Fund |
|
|
• |
Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amendment No. 1 to Limited Liability Company Agreement of [***], dated as of [***], by and between [***] and [On File with Administrative Agent]. |
|
|
• |
Amended and Restated Limited Liability Company Agreement of [***], dated as of [***], by Megalodon Solar, LLC. |
|
|
• |
Maintenance Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Administrative Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Master Development, EPC & Purchase Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
|
|
• |
Guaranty, dated as of [***], by SolarCity Corporation in favor of [On File with Administrative Agent]. |
|
|
• |
Accession Agreement, dated as of [***], by and among [***], SolarCity Corporation and [***]. |
|
|
• |
SREC Services Agreement, dated as of [***], by and between SolarCity Corporation and [***]. |
Exhibit 3
[***] 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 ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/9/16 | 425, 8-K | ||
| 10/5/16 | ||||
| For Period end: | 9/30/16 | |||
| 5/4/15 | 8-K | |||
| List all Filings | ||||