Item 1.01 Entry into a Material Definitive Agreement.

See disclosure under Item 2.03 of this report, which is incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On February 8, 2013 (the "Effective Date"), a subsidiary of SolarCity Corporation ("SolarCity") entered into a financing agreement with Union Bank, N.A. for a term loan in the amount of $10,000,000 (the "Loan") to reimburse SolarCity for the purchase price in connection with SolarCity's acquisition of an investor's interests in three of its investment funds. The Loan was funded in full on the Effective Date and bears interest at a per annum rate equal to the lower of (i) the sum of LIBOR plus 3.25% and (ii) an interest rate cap to be determined on or before February 28, 2013. A portion of the outstanding principal on the Loan was repaid immediately on the Effective Date in the amount of $609,850. The Loan is guaranteed by the borrower subsidiary and certain other subsidiaries of SolarCity and is secured by all of the assets of these subsidiaries. The Loan is non-recourse to SolarCity's other assets and matures on January 31, 2015. Under the terms of the financing agreement, the borrower subsidiary is required to meet various restrictive covenants, including meeting certain reporting requirements, such as the completion and presentation of financial statements. SolarCity refinanced three investment funds through this facility and by doing so, lowered the cost of financing the cash flows from over 8% to the less expensive terms of this facility.

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