Supplemental Indenture [No. 55] (2015)Full Document 

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SolarCity Corporation, as Issuer,

-and-

U.S. Bank National Association, as Trustee

Fifty-Fifth SUPPLEMENTAL INDENTURE

Dated as of May 18, 2015

to

INDENTURE

Dated as of October 15, 2014

2.65% Solar Bonds, Series 2015/C38-3


TABLE OF CONTENTS

PAGE

ARTICLE 1
DEFINITIONS

SECTION 1.01

Scope of Supplemental Indenture

2

SECTION 1.02

Definitions

2

ARTICLE 2
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

SECTION 2.01

Title and Terms

3

SECTION 2.02

Depository Global Securities

3

SECTION 2.03

Payments

3

ARTICLE 3
SURVIVOR’S OPTION

SECTION 3.01

Survivor’s Option

3

ARTICLE 4
MISCELLANEOUS PROVISIONS

SECTION 4.01

Trustee Acceptance

5

SECTION 4.02

Governing Law

5

SECTION 4.03

Trust Indenture Act

5

SECTION 4.04

Execution in Counterparts

5

SECTION 4.05

Severability

5

SECTION 4.06

Appointment of Paying Agent, Security Registrar and Place of Payment

5

SECTION 4.07

Ratification of Original Indenture

6

EXHIBIT

Exhibit A

Form of Note

A-1

i


Fifty-Fifth SUPPLEMENTAL INDENTURE, dated as of May 18, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

RECITALS OF THE COMPANY

WHEREAS, the Company executed and delivered the Original Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s Securities, unlimited as to principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Original Indenture;

WHEREAS, Section 801(8) of the Original Indenture provides for the Company and the Trustee to enter into a supplemental indenture to the Original Indenture to provide for the issuance of and establish the forms and terms and conditions of Securities as permitted by Sections 201 and 301 of the Original Indenture;

WHEREAS, the Board of Directors and the Offering Committee thereof have duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;

WHEREAS, pursuant to the terms of the Original Indenture, the Company desires to establish a new series of its Securities to be known as its 2.65% Solar Bonds, Series 2015/C38-3 (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Supplemental Indenture;

WHEREAS, the Form of Note contemplated is to be substantially in the form hereinafter provided; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make (i) this Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, in each case, have been performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

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