Prepared by R.R. Donnelley Financial -- EX-10.10(f)



 Exhibit 10.10f 

FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 27, 2014
(the “Amendment Effective Date”), is by and among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined below) 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. 

W I T N E S S E T H 

WHEREAS, the Borrower, the Subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), certain
banks and financial institutions from time to time party thereto as lenders (the “Lenders”), the Administrative Agent, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager, are parties to that certain
Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”); 

WHEREAS, the Loan Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and 

WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms
and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I.

 AMENDMENTS TO CREDIT AGREEMENT 

Section 1.01 New Definition. The definition of “Developer Project” is hereby added to Section 1.01 of the
Credit Agreement in the alphabetical order as follows: 
 ‘“Developer Project” means the Acquisition of
a developer of PV Systems in the ordinary course of business (i) in which the underlying customer contracts acquired pursuant to such Acquisition meet the definition of “Eligible Project Back-Log” and are included in the calculation
thereof, in each case as of the date of such Acquisition and (ii) which will be financed in full by Available Take-Out.’ 

Section 1.02 Amendment to Section 1.01. The definition of “Project Back-Log” as set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

‘“Project Back-Log” means, as of a given date of determination, the aggregate of the PV System Values set
forth in the Backlog Spreadsheet for 







 
each PV System the Borrower has contracted to install or that has been contracted to be installed pursuant to a Developer Project, but in each case has not yet Tranched.’ 

Section 1.03 Amendments to Section 7.03. 

(a) Clauses (g) and (k) of Section 7.03 are hereby amended and restated in their entirety to read as follows: 

‘(g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by
Section 7.03(c)(iv)) or an Acquisition of a Developer Project; 
 (k) other Investments not contemplated by the above provisions not
exceeding $25,000,000 in the aggregate invested from the date hereof after taking into account Investments under clause 7.03(c)(iv) above; and’ 

ARTICLE II. 
 CONDITIONS
TO EFFECTIVENESS 
 Section 2.01 Conditions to Effectiveness. This Amendment shall become effective as of the
Amendment Effective Date upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent): 

(a) Administrative Agent shall have received a copy of this Amendment duly executed by Borrower, the Required Lenders and Administrative
Agent. 
 (b) No Default or Event of Default shall exist. 

ARTICLE III. 

MISCELLANEOUS 

Section 3.01 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of
the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect
according to its terms. 
 Section 3.02 Representations and Warranties of Loan Parties. Each of the Loan Parties
represents and warrants as follows: 
 (a) It has taken all necessary action to authorize the execution, delivery and performance of this
Amendment. 
 (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and
binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, 

  
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fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity). 
 (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, other than those which have been duly obtained. 

(d) Immediately before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an
Event of Default. 
 (e) After giving effect to this Amendment, the Collateral Documents continue to create a valid security interest in,
and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than
Permitted Liens. 
 (f) The Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or
counterclaims. 
 Section 3.03 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and
acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations. 

Section 3.04 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement. 

Section 3.05 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel. 

Section 3.06 Further Assurances. The Loan Parties agree to promptly take such action, upon the request of the
Administrative Agent, as is necessary to carry out the intent of this Amendment. 
 Section 3.07 Entirety. This Amendment
and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 

Section 3.08 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax
transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, upon the request of any party, such fax transmission
or e-mail transmission shall be promptly followed by such manually executed counterpart. 

  
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 Section 3.09 No Actions, Claims, Etc. As of the date hereof, each of the Loan
Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the
Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the
date hereof. 
 Section 3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.11 Successors and Assigns. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 Section 3.12 Consent
to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis
mutandis. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date
first above written. 
  

							
	BORROWER:	 		 	SOLARCITY CORPORATION,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Robert Kelly

		 		 	Name:	 	Robert Kelly
		 		 	Title:	 	Chief Financial Officer


  
 FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 








 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date
first above written. 
  

							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A.,
		 		 	in its capacity as Administrative Agent
				
		 		 	By:	 	 /s/ Dora Brown

		 		 	Name:	 	Dora Brown
		 		 	Title:	 	Vice President
			
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
		 		 	in its capacity as Lender, L/C Issuer and Swingline Lender
				
		 		 	By:	 	 /s/ Thomas R. Sullivan

		 		 	Name:	 	Thomas R. Sullivan
		 		 	Title:	 	Senior Vice President
			
		 		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Mikhail Faybusov

		 		 	Name:	 	 Mikhail Faybusov

		 		 	Title:	 	 Authorized Signatory

				
		 		 	By:	 	 /s/ Tyler R. Smith

		 		 	Name:	 	 Tyler R. Smith

		 		 	Title:	 	 Authorized Signatory

			
		 		 	SILICON VALLEY BANK,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Mona Maitra

		 		 	Name:	 	 Mona Maitra

		 		 	Title:	 	 Vice President



  
 FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 








 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date
first above written. 
  

							
	LENDERS:	 		 	BRIDGE BANK, NATIONAL ASSOCIATION
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Randall Lee

		 		 	Name:	 	 Randall Lee

		 		 	Title:	 	 AVP - Relationship Manager

			
		 		 	ONEWEST BANK N.A.
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Michael MacDonald

		 		 	Name:	 	 Michael MacDonald

		 		 	Title:	 	 Executive Vice President

			
		 		 	AMERICAN SAVINGS BANK, F.S.B., a federal savings bank
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Kyle J. Shelly

		 		 	Name:	 	 Kyle J. Shelly

		 		 	Title:	 	 Vice President



  
 FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT