FIRST AMENDMENT TO TERM LOAN AGREEMENT AND SECURITY AGREEMENT

Exhibit 10.6A

FIRST AMENDMENT

TO

TERM LOAN AGREEMENT AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT AND SECURITY AGREEMENT (this “First Amendment”) dated as of May 1, 2011 is by and between SolarCity Corporation, a Delaware corporation (the “Borrower”) and U.S. Bank National Association (the “Bank”) as a First Amendment to that certain Term Loan Agreement dated as of January 24, 2011 (the “Loan Agreement”) between the Bank and the Borrower and that certain Security Agreement dated as of January 24, 2011 (“Security Agreement”) between the Bank and the Borrower. Capitalized terms that are not otherwise defined herein shall have their defined meaning under the Loan Agreement.

WHEREAS, pursuant to the Loan Agreement, the Bank made available to the Borrower a term loan facility in an amount not to exceed Seven Million Dollars ($7,000,000.00);

WHEREAS, the Borrower’s obligations to the Bank under the Loan Agreement are secured pursuant to the Security Agreement; and

WHEREAS, the Borrower and the Bank desire to amend the Loan Agreement and the.Security Agreement as provided herein.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:

SECTION 1. AMENDMENTS TO LOAN AGREEMENT.

A.     Article 1. The following definition is hereby added to the Loan Agreement:

“‘Tangible Net Worth” means total consolidated assets, less intangible assets, less total consolidated liabilities.”

B.     Article 1. The definition of “Permitted Indebtedness” is hereby deleted and restated to read in its entirety as follows:

“‘Permitted Indebtedness’ means (a) all Indebtedness to the Bank, (b) all Indebtedness under that certain Revolving Credit Agreement dated as of April 1, 2011 between the Borrower, the Bank and the lenders party thereto), (c) Indebtedness to parties other than the Bank (including as a guaranty or surety or pursuant to a contingent liability) in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00) at any one time outstanding, (d) all other Indebtedness of the Borrower in existence as of the date of this Agreement and disclosed to the Bank on Schedule 2 attached hereto, (e) Indebtedness incurred solely for the purpose of financing the acquisition of equipment (and any accessions, attachments, or improvements thereon), (f) Indebtedness incurred with respect to equipment leased to customers in the ordinary course of business, which Indebtedness is contemplated to

be serviced by the related lease payment, (g) guaranties of obligations of Borrower’s subsidiaries, and (h) extensions, refinancing, modifications, amendments and restatements of any item of Permitted Indebtedness described in (a) through (h) above,”

C.     Section 9.2(c). Section 9.2(c) of the Loan Agreement is hereby deleted and restated to read in its entirety as follows:

“(c)     without request, provide to the Bank all of the following financial information, in form and content acceptable to the Bank, pertaining to the Borrower:

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D.     Section 9.3. Section 9.3 of the Loan Agreement is hereby deleted and restated to read in its entirety as follows:

“Financial Covenants.

The Borrower shall maintain the following:

E.     Section 10.2. Section 10.2 of the Loan Agreement is hereby deleted and restated to read in its entirety as follows:

“Default Under Other Loan Documents.

After giving effect to any applicable cure or grace period, any default occurs under the other Loan Documents or any guaranty, subordination agreement, security

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agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement, or that certain Revolving Credit Agreement between the Bank and the Borrower dated as of April 1, 2011, or any such document is no longer in effect, or any guarantor purports to revoke or disavow any of the Loan Documents or any default occurs under any other Indebtedness owed to the Bank by the Borrower or any of the Borrower’s Affiliates.”

F.     Exhibit A. Exhibit A of the Loan Agreement is hereby deleted and replaced in its entirety with Exhibit A attached hereto.

SECTION 2. AMENDMENTS TO SECURITY AGREEMENT.

A.     Schedule 1. Schedule 1 to the Security Agreement is hereby deleted and replaced in its entirety with Exhibit B attached hereto.

B.     Schedule 2. Schedule 2 to the Security Agreement is hereby deleted and replaced in its entirety with Exhibit C attached hereto.

SECTION 3. REPRESENTATIONS AND WARRANTIES.   The Borrower hereby certifies and confirms that as of the effective date of this First Amendment (a) no material adverse change in the business, assets, liabilities (actual or contingent), operations, financial condition of the Borrower that would affect Borrower’s ability to meet it obligations under the Loan Agreement or the Security Agreement or to conduct its business has occurred, (b) subject to the modifications in Section 1 hereof, its representations and warranties contained in Section 8 of the Loan Agreement are true and correct as of the date of this First Amendment, (c) subject to the modifications in Section 2 hereof, its representations and warranties contained in Section 2 of the Security Agreement are true and correct as of the date of this First Amendment and (d) no Event of Default has occurred or is continuing under the Loan Agreement or the Security Agreement.

SECTION 4. COUNTERPARTS. The execution and delivery of this First Amendment by the Borrower and the Bank shall constitute a contract between them for the uses and purposes set forth in the Loan Agreement and the Security Agreement, both as amended by this First Amendment, and this First Amendment may be executed in any number of counterparts, with each executed counterpart constituting an original and all counterparts together constituting one agreement.

SECTION 5. EFFECTIVENESS. This First Amendment shall become effective as of the date hereof upon the execution by the Borrower and the Bank of this First Amendment with written or telephonic notification of such execution and authorization of delivery hereof. Except as amended by this First Amendment, all terms and provisions of the Loan Agreement and the Security Agreement shall remain unchanged and in full force and effect. The parties hereto intend that this First Amendment shall be binding upon the Bank and the Borrower upon execution of this First Amendment by such parties.

SECTION 6. SEVERABILITY OF PROVISIONS.   Any provision of this First Amendment that is prohibited or unenforceable shall be ineffective to the extent of such portion

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without invalidating the remaining provisions of this First Amendment, or any other agreement executed between the Bank and the Borrower or affecting the validity or enforceability of such provisions.

SECTION 7. SUCCESSORS AND ASSIGNS. This First Amendment is binding upon the parties and their respective successors, assigns, heirs and personal representatives, except that the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Bank.

SECTION 8. GOVERNING LAW. This First Amendment shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to California choice of law principles that would result in the application of laws of another jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their authorized officers as of the date first above written.