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Exhibit 10.10a
October 12, 2012
SolarCity Corporation
3055 Clearview Way
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 Merrill Lynch, Pierce, Fenner & Smith 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. Borrower 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 Duvera Lien. Accordingly, Borrower 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. Borrower also informed the Revolving Lenders of additional corrections to Schedule 5.21(g)(ii). Accordingly, Borrower 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/ Rosanne Parsill | |
Rosanne Parsill | ||
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/ John R. Dauphin | |
Name: | John R. Dauphin | |
Title: | Vice President |
Consent Letter - Revolving Credit Agreement
BRIDGE BANK, NATIONAL ASSOCIATION, | ||
as a Revolving Lender | ||
By: | /s/ Molly Hendry | |
Name: | Molly Hendry | |
Title: | Vice President |
Consent Letter - Revolving Credit Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
as a Revolving Lender | ||
By: | /s/ Bill ODaly | |
Name: | Bill ODaly | |
Title: | Director | |
By: | /s/ Tyler R. Smith | |
Name: | Tyler R. Smith | |
Title: | Associate |
Consent Letter - Revolving Credit Agreement
SOLARCITY CORPORATION | ||
By: | /s/ Robert Kelly | |
Name: | Robert Kelly | |
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 | ||||
3055 Clearview Way San Mateo, CA 94402 | San Mateo | Leased | [Lessor] | N/A | ||||
2855 Campus Drive San Mateo, CA 94403 | 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 | 575 7th Street, NW Suite 400 Washington, DC 20004 | District of Columbia | Leased | [Lessor] | N/A |
(C)
Location | Address | County | Leased | If leased, name of | To the extent owned, | |||||
Dewey | 3600 State Route 69 Dewey, AZ 86327 | Yavapai | Leased | [Lessor] | N/A | |||||
Phoenix (North) Deer Valley | 1725 West Williams Bldg E, Suites 56-60 Phoenix, AZ 85027 | Maricopa | Leased | [Lessor] | N/A | |||||
Phoenix (South) | 3834 E. Roeser Road Phoenix, AZ 85040 | Maricopa | Leased | [Lessor] | N/A | |||||
Phoenix (South) | 5401 S. 37th St. Phoenix, AZ 85040 | Maricopa | Leased | [Lessor] | N/A | |||||
Tucson | 4651 S. Butterfield, Suite 102 Tucson, AZ 85714 | Pima | Leased | [Lessor] | N/A | |||||
Bakersfield | 5206 Young Street, Suites C & D Bakersfield, CA 93311 | Kern | Leased | [Lessor] | N/A | |||||
Berkeley | 1501 Eastshore Frontage Road Berkeley, CA 94710 | Alameda | Leased | [Lessor] | N/A | |||||
Foster City | 391 Foster City Blvd Foster City, CA 94404 | San Mateo | Leased | [Lessor] | N/A | |||||
Fresno | 2310 N. Larkin Ave Fresno, CA 93727 | Fresno | Leased | [Lessor] | N/A | |||||
Los Angeles | 6334 Arizona Place Los Angeles, CA 90045 | Los Angeles | Leased | [Lessor] | N/A | |||||
Lancaster (Resi) | 249 East Avenue K8 Bldg 2, Units 109, 111 & 113 Lancaster, CA 93534 | Los Angeles | Leased | [Lessor] | N/A | |||||
Pomona | 2896 Metropolitan Place Pomona, CA 91767 | Los Angeles | Leased | [Lessor] | N/A | |||||
Sacramento | 2709 Academy Way, Suite 300 Sacramento, CA 95815 | Sacramento | Leased | [Lessor] | N/A | |||||
San Diego | 5183 Mercury Point San Diego, CA 92111 | San Diego | Leased | [Lessor] | N/A |
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Location | Address | County | Leased | If leased, name of | To the extent owned, | |||||
Santa Ana | 2165 South Grand Ave Santa Ana, CA 92705 | Orange | Leased | [Lessor] | N/A | |||||
Temecula | 42345 Avenida Alvarado, Suite B Temecula, CA 92590 | Riverside | Leased | [Lessor] | N/A | |||||
Torrance | 1347 West Storm Parkway Suites E and F Torrance, CA 90501 | Los Angeles | Leased | [Lessor] | N/A | |||||
Denver | 490 East 76th Ave, Unit 3A Denver, CO 80229 | Adams | Leased | [Lessor] | N/A | |||||
Parker | 15690 Parkerhouse Road Parker, CO 80134 | Douglas | Leased | [Lessor] | N/A | |||||
Rocky Hill | 714 Brook Street Rocky Hill, CT 06067 | Hartford | Leased | [Lessor] | N/A | |||||
Wethersfield | 61 Arrow Road, #202 Wethersfield, CT 06109 | Hartford | Leased | [Lessor] | N/A | |||||
Mililani | 599 Kahelu Ave Mililani, HI 96789 | Honolulu | Leased | [Lessor] | N/A | |||||
Marlborough | 24 St. Martin Drive Building 2, Unit 11 Marlborough, MA 01752 | Middlesex | Leased | [Lessor] | N/A | |||||
Beltsville | 9000 Virginia Manor Road, # 250 Beltsville, MD 20705 | Prince Georges | Leased | [Lessor] | N/A | |||||
Silver Spring | 2319 Stewart Ave Silver Spring, MD 20910 | Montgomery | Leased | [Lessor] | N/A | |||||
Cherry Hill | 1930 East Marlton Pike Cherry Hill, NJ 08003 | Camden | Leased | [Lessor] | N/A |
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Location | Address | County | Leased | If leased, name of | To the extent owned, | |||||
Colonie | 12 Petra Lane Colonie, NY 12205 | Albany | Leased | [Lessor] | N/A | |||||
Albany | 6 Vatrano Road Albany, NY 12205 | Albany | Leased | [Lessor] | N/A | |||||
Brooklyn | 155 Water St 2nd Floor, Unit 3 Brooklyn, NY 11201 | Kings | Leased | [Lessor] | N/A | |||||
Portland | 6132 NE 112th Avenue Portland, OR 97220 | Multnomah | Leased | [Lessor] | N/A | |||||
Broomall | 800 Parkway Blvd Broomall, PA 19008 | Delaware | Leased | [Lessor] | N/A | |||||
Dallas | 10430 Shady Trail, Suite 108 Dallas, TX 75220 | Dallas | Leased | [Lessor] | N/A | |||||
Mississauga | 6690 Goreway Drive Mississauga, ON L4V 1S6 Canada | Ontario (province) | Leased | [Lessor] | ||||||
Chandler | 235 S. 56th Street Chandler, AZ 85226 | Maricopa | Leased | [Lessor] | N/A | |||||
Hayward | 23541 Eichler St Hayward, CA ###-###-#### W. Winton Hayward, CA 945451 | Alameda | Leased | [Lessor] | N/A | |||||
Rancho Cucamonga | 12200 Arrow Route Rancho Cucamonga, CA 91739 | San Bernardino | Leased | [Lessor] | N/A |
-4-
Location | Address | County | Leased | If leased, name of | To the extent owned, | |||||
Allentown | 7542 Morris Court Allentown, PA 18106 7566 Morris Court Allentown, PA 181061 | Lehigh | Leased | [Lessor] | N/A | |||||
Westchester | 203 Ridgewood Drive Elmsford, NY 10523 | Westchester | Leased | [Lessor] | N/A | |||||
Honolulu | 933 N. Nimitz Hwy Honolulu, HI 96817 | Honolulu | Leased | [Lessor] | N/A | |||||
Cranbury Township | 9 Corporate Drive Cranbury Township, NJ 08512 | Middlesex | Leased | [Lessor] | N/A |
(D)2
Location | Address | County | Leased | If leased, name of | To the extent owned, | |||||
Hayward | 23541 Eichler St Hayward, CA 94545 2816 W. Winton Hayward, CA 945451 | Alameda | Leased | [Lessor] | N/A | |||||
Rancho Cucamonga | 12200 Arrow Route Rancho Cucamonga, CA 91739 | San Bernardino | Leased | [Lessor] | N/A | |||||
Allentown | 7542 Morris Court Allentown, PA 18106 7566 Morris Court Allentown, PA 1810611 | Lehigh | Leased | [Lessor] | N/A | |||||
Elmsford | 203 Ridgewood Drive Elmsford, NY 10523 | Westchester | Leased | [Lessor] | N/A | |||||
Mililani | 599 Kahelu Ave Mililani, HI 96789 | 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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