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Tesla, Inc. – ‘10-K’ for 12/31/19 – ‘EX-10.86’

On:  Thursday, 2/13/20, at 7:12am ET   ·   For:  12/31/19   ·   Accession #:  1564590-20-4475   ·   File #:  1-34756

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/20  Tesla, Inc.                       10-K       12/31/19  157:28M                                    ActiveDisclosure/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.94M 
 2: EX-4.119    Instrument Defining the Rights of Security Holders  HTML     60K 
 3: EX-10.69    Material Contract                                   HTML     82K 
 4: EX-10.85    Material Contract                                   HTML    285K 
 5: EX-10.86    Material Contract                                   HTML     83K 
 6: EX-10.87    Material Contract                                   HTML    238K 
 7: EX-21.1     Subsidiaries List                                   HTML    117K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     44K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     52K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     52K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     47K 
130: R1          Document and Entity Information                     HTML    107K  
72: R2          Consolidated Balance Sheets                         HTML    159K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
114: R4          Consolidated Statements of Operations               HTML    139K  
132: R5          Consolidated Statements of Comprehensive Loss       HTML     69K  
74: R6          Consolidated Statements of Redeemable               HTML    143K 
                Noncontrolling Interest and Stockholders' Equity                 
19: R7          Consolidated Statements of Redeemable               HTML     47K 
                Noncontrolling Interest and Stockholders' Equity                 
                (Parenthetical)                                                  
116: R8          Consolidated Statements of Cash Flows               HTML    182K  
129: R9          Overview                                            HTML     47K  
45: R10         Summary of Significant Accounting Policies          HTML    396K 
64: R11         Business Combinations                               HTML    108K 
156: R12         Goodwill and Intangible Assets                      HTML    216K  
107: R13         Fair Value of Financial Instruments                 HTML    188K  
43: R14         Inventory                                           HTML     71K 
62: R15         Solar Energy Systems, Net                           HTML     81K 
154: R16         Property, Plant and Equipment, Net                  HTML     87K  
105: R17         Accrued Liabilities and Other                       HTML     92K  
47: R18         Other Long-Term Liabilities                         HTML     80K 
61: R19         Customer Deposits                                   HTML     47K 
127: R20         Debt                                                HTML    549K  
110: R21         Leases                                              HTML    246K  
24: R22         Equity Incentive Plans                              HTML    304K 
79: R23         Income Taxes                                        HTML    320K 
125: R24         Commitments and Contingencies                       HTML     84K  
108: R25         Variable Interest Entity Arrangements               HTML    133K  
22: R26         Lease Pass-Through Financing Obligation             HTML     65K 
76: R27         Defined Contribution Plan                           HTML     48K 
124: R28         Related Party Transactions                          HTML     58K  
112: R29         Segment Reporting and Information about Geographic  HTML    134K  
                Areas                                                            
99: R30         Restructuring and Other                             HTML     48K 
148: R31         Quarterly Results of Operations                     HTML    130K  
68: R32         Summary of Significant Accounting Policies          HTML    483K 
                (Policies)                                                       
49: R33         Summary of Significant Accounting Policies          HTML    294K 
                (Tables)                                                         
101: R34         Business Combinations (Tables)                      HTML    106K  
150: R35         Goodwill and Intangible Assets (Tables)             HTML    216K  
70: R36         Fair Value of Financial Instruments (Tables)        HTML    187K 
51: R37         Inventory (Tables)                                  HTML     71K 
98: R38         Solar Energy Systems, Net (Tables)                  HTML     83K 
152: R39         Property, Plant and Equipment, Net (Tables)         HTML     82K  
122: R40         Accrued Liabilities and Other (Tables)              HTML     90K  
138: R41         Other Long-Term Liabilities (Tables)                HTML     78K  
81: R42         Debt (Tables)                                       HTML    505K 
25: R43         Leases (Tables)                                     HTML    253K 
123: R44         Equity Incentive Plans (Tables)                     HTML    273K  
139: R45         Income Taxes (Tables)                               HTML    319K  
82: R46         Variable Interest Entity Arrangements (Tables)      HTML    134K 
26: R47         Lease Pass-Through Financing Obligation (Tables)    HTML     59K 
121: R48         Related Party Transactions (Tables)                 HTML     54K  
140: R49         Segment Reporting and Information about Geographic  HTML    138K  
                Areas (Tables)                                                   
147: R50         Quarterly Results of Operations (Tables)            HTML    129K  
96: R51         Overview - Additional Information (Detail)          HTML     47K 
36: R52         Summary of Significant Accounting Policies -        HTML    237K 
                Additional Information (Detail)                                  
54: R53         Summary of Significant Accounting Policies -        HTML     53K 
                Schedule of Deferred Revenue Activity (Detail)                   
146: R54         Summary of Significant Accounting Policies -        HTML     50K  
                Additional Information (Detail1)                                 
94: R55         Summary of Significant Accounting Policies -        HTML     87K 
                Schedule of Disaggregation of Revenue by Major                   
                Source (Detail)                                                  
35: R56         Summary of Significant Accounting Policies -        HTML     81K 
                Schedule of Cumulative Effect of Changes Made to                 
                Consolidated Balance Sheet for Adoption of New                   
                Lease Standard (Detail)                                          
53: R57         Summary of Significant Accounting Policies -        HTML     54K 
                Schedule of Potentially Dilutive Shares that were                
                Excluded from Computation of Diluted Net Income                  
                (Loss) per Share of Common Stock (Detail)                        
145: R58         Summary of Significant Accounting Policies -        HTML     59K  
                Schedule of Cash and Cash Equivalents and                        
                Restricted Cash (Detail)                                         
97: R59         Summary of Significant Accounting Policies -        HTML     53K 
                Estimated Useful Lives of Respective Assets                      
                (Detail)                                                         
31: R60         Summary of Significant Accounting Policies -        HTML     56K 
                Schedule of Estimated Useful Lives of Related                    
                Assets (Detail)                                                  
88: R61         Summary of Significant Accounting Policies -        HTML     58K 
                Schedule of Accrued Warranty Activity (Detail)                   
136: R62         Business Combinations - Additional Information      HTML     84K  
                (Detail)                                                         
119: R63         Business Combinations - Schedule of Fair Values of  HTML     95K  
                the Assets Acquired and the Liabilities Assumed                  
                (Detail)                                                         
30: R64         Business Combinations - Schedule of Fair Value of   HTML     60K 
                the Identified Intangible Assets and their Useful                
                Lives (Detail)                                                   
87: R65         Goodwill and Intangible Assets - Additional         HTML     60K 
                Information (Detail)                                             
135: R66         Goodwill and Intangible Assets - Summary of         HTML     84K  
                Acquired Intangible Assets (Detail)                              
118: R67         Goodwill and Intangible Assets - Total Future       HTML     61K  
                Amortization Expense for Finite-lived Intangible                 
                Assets (Detail)                                                  
33: R68         Fair Value of Financial Instruments - Schedule of   HTML     62K 
                Assets and Liabilities Measured at Fair Value on                 
                Recurring Basis (Detail)                                         
83: R69         Fair Value of Financial Instruments - Schedule of   HTML     60K 
                Interest Rate Swaps Outstanding (Detail)                         
56: R70         Fair Value of Financial Instruments - Additional    HTML     63K 
                Information (Detail)                                             
40: R71         Fair Value of Financial Instruments - Schedule of   HTML     60K 
                Estimated Fair Values and Carrying Values (Detail)               
91: R72         Fair Value of Financial Instruments - Schedule of   HTML     51K 
                Estimated Fair Values and Carrying Values                        
                (Parenthetical) (Detail)                                         
142: R73         Inventory - Schedule of Inventory (Detail)          HTML     58K  
57: R74         Inventory - Additional Information (Detail)         HTML     48K 
41: R75         Solar Energy Systems, Net - Components of Solar     HTML     59K 
                Energy Systems, Net (Detail)                                     
92: R76         Solar Energy Systems, Net - Components of Solar     HTML     52K 
                Energy Systems, Net (Parenthetical) (Detail)                     
143: R77         Property, Plant and Equipment, Net - Schedule of    HTML     67K  
                Property, Plant and Equipment, Net (Detail)                      
60: R78         Property, Plant and Equipment, Net - Additional     HTML     71K 
                Information (Detail)                                             
38: R79         Accrued Liabilities and Other - Schedule of         HTML     68K 
                Accrued Liabilities and Other Current Liabilities                
                (Detail)                                                         
55: R80         Accrued Liabilities and Other - Additional          HTML     45K 
                Information (Detail)                                             
39: R81         Other Long-Term Liabilities - Schedule of Other     HTML     60K 
                Long-term Liabilities (Detail)                                   
90: R82         Other Long-Term Liabilities - Additional            HTML     45K 
                Information (Detail)                                             
141: R83         Customer Deposits - Additional Information          HTML     45K  
                (Detail)                                                         
58: R84         Debt - Summary of Debt (Detail)                     HTML    168K 
42: R85         Debt - 2019 Notes, 2021 Notes, Bond Hedges and      HTML    125K 
                Warrant Transactions - Additional Information                    
                (Detail)                                                         
93: R86         Debt - 2022 Notes, Bond Hedges and Warrant          HTML    112K 
                Transactions - Additional Information (Detail)                   
144: R87         Debt - 2024 Notes, Bond Hedges and Warrant          HTML    112K  
                Transactions - Additional Information (Detail)                   
59: R88         Debt - 2025 Notes - Additional Information          HTML     55K 
                (Detail)                                                         
37: R89         Debt - Credit Agreement - Additional Information    HTML     62K 
                (Detail)                                                         
32: R90         Debt - 1.625% Convertible Senior Notes due in 2019  HTML     71K 
                - Additional Information (Detail)                                
89: R91         Debt - Zero-Coupon Convertible Senior Notes due in  HTML     83K 
                2020 - Additional Information (Detail)                           
137: R92         Debt - Solar Bonds and other Loans - Additional     HTML     48K  
                Information (Detail)                                             
120: R93         Debt - Automotive Asset-backed Notes - Additional   HTML     50K  
                Information (Detail)                                             
29: R94         Debt - Solar Asset-backed Notes - Additional        HTML     49K 
                Information (Detail)                                             
86: R95         Debt - China Loan Agreements - Additional           HTML     71K 
                Information (Detail)                                             
134: R96         Debt - Cash Equity Debt - Additional Information    HTML     50K  
                (Detail)                                                         
117: R97         Debt - Solar Loan-backed Notes - Additional         HTML     51K  
                Information (Detail)                                             
34: R98         Debt - Warehouse Agreement - Additional             HTML     51K 
                Information (Detail)                                             
84: R99         Debt - Solar Term Loans - Additional Information    HTML     48K 
                (Detail)                                                         
67: R100        Debt - Solar Renewable Energy Credit and other      HTML     47K 
                Loans - Additional Information (Detail)                          
48: R101        Debt - Schedule of Interest Expense (Detail)        HTML     55K 
100: R102        Debt - Pledged Assets - Additional Information      HTML     49K  
                (Detail)                                                         
149: R103        Debt - Schedule of Future Principal Maturities of   HTML     74K  
                Debt (Detail)                                                    
69: R104        Leases - Additional Information (Detail)            HTML     58K 
50: R105        Leases - Schedule of Operating and Financing        HTML     76K 
                Leases Presented in Balance Sheets (Detail)                      
102: R106        Leases - Schedule of Components of Lease Expense    HTML     56K  
                (Detail)                                                         
151: R107        Leases - Schedule of Other Information Related to   HTML     53K  
                Leases (Detail)                                                  
66: R108        Leases - Supplemental Cash Flow Information         HTML     57K 
                related to Leases (Detail)                                       
52: R109        Leases - Schedule of Maturities of Operating and    HTML     91K 
                Finance Lease Liabilities (Detail)                               
23: R110        Leases - Schedule of Future Minimum Lease Payments  HTML     94K 
                Under Non-Cancellable Leases ASC 840 (Detail)                    
78: R111        Leases - Maturities of Operating Lease Receivables  HTML     59K 
                from Customers (Detail)                                          
128: R112        Leases - Future Minimum Lease Payments to be        HTML     60K  
                Received from Customers under Non-cancellable                    
                Operating Leases ASC 840 (Detail)                                
111: R113        Equity Incentive Plans - Additional Information     HTML    183K  
                (Detail)                                                         
21: R114        Equity Incentive Plans - Summary of Stock Option    HTML    125K 
                and RSU Activity (Detail)                                        
75: R115        Equity Incentive Plans - Schedule of Fair Value of  HTML     66K 
                Stock Option Award and ESPP on Grant Date (Detail)               
126: R116        Equity Incentive Plans - Summary of Operational     HTML     74K  
                Milestone Based on Revenue or Adjusted EBITDA                    
                (Detail)                                                         
109: R117        Equity Incentive Plans - Summary of Stock-Based     HTML     57K  
                Compensation Expense (Detail)                                    
20: R118        Income Taxes - Additional Information (Detail)      HTML    102K 
80: R119        Income Taxes - Schedule of Loss Before Provision    HTML     56K 
                for Income Taxes (Detail)                                        
155: R120        Income Taxes - Components of Provision for Income   HTML     72K  
                Taxes (Detail)                                                   
106: R121        Income Taxes - Schedule of Deferred Tax Assets      HTML     94K  
                (Liabilities) (Detail)                                           
46: R122        Income Taxes - Schedule of Reconciliation of Taxes  HTML     80K 
                at Federal Statutory Rate to Provision for Income                
                Taxes (Detail)                                                   
65: R123        Income Taxes - Schedule of Changes to Gross         HTML     54K 
                Unrecognized Tax Benefits (Detail)                               
153: R124        Commitments and Contingencies - Additional          HTML     90K  
                Information (Detail)                                             
104: R125        Variable Interest Entity Arrangements - Carrying    HTML    115K  
                Values of Assets and Liabilities of Subsidiary in                
                Consolidated Balance Sheets (Detail)                             
44: R126        Lease Pass-Through Financing Obligation -           HTML     69K 
                Additional Information (Detail)                                  
63: R127        Lease Pass-Through Financing Obligation - Schedule  HTML     63K 
                of Future Minimum Lease Payments to be Received                  
                for Operating Leases (Detail)                                    
157: R128        Defined Contribution Plan - Additional Information  HTML     52K  
                (Detail)                                                         
103: R129        Related Party Transactions - Summary of Related     HTML     45K  
                Party Transactions (Detail)                                      
113: R130        Related Party Transactions - Additional             HTML     73K  
                Information (Detail)                                             
131: R131        Segment Reporting and Information about Geographic  HTML     47K  
                Areas - Additional Information (Detail)                          
71: R132        Segment Reporting and Information about Geographic  HTML     60K 
                Areas - Schedule of Total Revenues and Gross                     
                Profit by Reportable Segment (Detail)                            
17: R133        Segment Reporting and Information about Geographic  HTML     65K 
                Areas - Schedule of Revenues by Geographic Area                  
                (Detail)                                                         
115: R134        Segment Reporting and Information about Geographic  HTML     50K  
                Areas - Schedule of Long-Lived Assets by                         
                Geographic Area (Detail)                                         
133: R135        Restructuring and Other - Additional Information    HTML     70K  
                (Detail)                                                         
73: R136        Quarterly Results of Operations - Schedule of       HTML     71K 
                Selected Quarterly Results of Operations (Detail)                
85: XML         IDEA XML File -- Filing Summary                      XML    302K 
77: XML         XBRL Instance -- tsla-10k_20191231_htm               XML   7.52M 
28: EXCEL       IDEA Workbook of Financial Reports                  XLSX    186K 
13: EX-101.CAL  XBRL Calculations -- tsla-20191231_cal               XML    432K 
14: EX-101.DEF  XBRL Definitions -- tsla-20191231_def                XML   1.64M 
15: EX-101.LAB  XBRL Labels -- tsla-20191231_lab                     XML   2.64M 
16: EX-101.PRE  XBRL Presentations -- tsla-20191231_pre              XML   2.38M 
12: EX-101.SCH  XBRL Schema -- tsla-20191231                         XSD    440K 
95: JSON        XBRL Instance as JSON Data -- MetaLinks              662±  1.14M 
27: ZIP         XBRL Zipped Folder -- 0001564590-20-004475-xbrl      Zip    641K 


‘EX-10.86’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

 

Exhibit 10.86

English Convenience Translation

-Original Agreement has been executed in Mandarin Chinese-

Tesla (Shanghai) Co., Ltd.

(as Borrower)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch

(as Primary Lead Arranger)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch

(as Joint Lead Arrangers)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch

(as Facility Agent)

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch

(as Security Agent)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch

(as Account Banks)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch

(as Trade Finance Bank)

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch

(as Capital Account Bank)

 

1


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

Agricultural Bank of China Limited, Shanghai Changning Sub-branch

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch

(as Original Lenders)

 

SUPPLEMENTAL AGREEMENT

relating to a RMB Nine Billion (or its equivalent in USD)

fixed asset syndication loan agreement

 

 

 

 

2


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

THIS SUPPLEMENTAL AGREEMENT (theSupplemental Agreement”) is made on December 18, 2019.

BETWEEN

(1)

Tesla (Shanghai) Co., Ltd., a limited liability company incorporated and existing under the laws of the PRC with its registered address at D203A, No.168 Tonghui Road, Nanhui New Town, Pudong New District, as borrower (the “Borrower”);

(2)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Primary Mandated Lead Arranger and Bookrunner (the “Primary Lead Arranger”);

(3)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch, Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Joint Mandated Lead Arrangers and Bookrunners (the "Joint Lead Arrangers", together with the Primary Lead Arranger referred to as the “Lead Arrangers”);

(4)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Facility Agent (the "Facility Agent");

(5)

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Security Agent (the "Security Agent");

(6)

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Account Bank A (the “Account Bank A”); Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch as Account Bank B (the “Account Bank B”, together with the Account Bank A referred to as the “Account Banks”);

(7)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch as Trade Finance Bank (the "Trade Finance Bank");

(8)

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Capital Account Bank (the “Capital Account Bank”); and

(9)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch, China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Original Lenders (each being a “Original Lender” and collectively referred to as the “Original Lenders”).

(each a “Party” and collectively the “Parties”)

1


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

WHEREAS

(1)

Pursuant to a RMB 9,000,000,000 (or its equivalent in USD) fixed asset syndication loan agreement (the “Initial Facility Agreement”) entered into among, inter alia, the Borrower, the Lead Arrangers, the Facility Agent, the Security Agent, the Account Banks, the Trade Finance Bank, the Capital Account Bank and the Original Lenders dated December 18, 2019 (the “Facility Agreement”), the Original Lenders have agreed to make available to the Borrower a Facility up to the amount of RMB 9,000,000,000 (or its equivalent in USD) upon the terms and subject to the conditions of the Facility Agreement; and

(2)

The Parties agree to execute the Supplemental Agreement, as a supplement and amendment to the Facility Agreement.

IT IS AGREED as follows:

1.

DEFINITIONS AND INTERPRETATIONS

In this Supplemental Agreement, terms and interpretations defined in the Facility Agreement shall, unless the context otherwise requires, have the same meanings when used herein.

2.

SUPPLEMENT TO FACILITY AGREEMENT

The Parties hereby agree that Clause 3.1 of the Facility Agreement shall be amended and supplemented in the following manner:

The original clause as set out below:

 

3.1

The Borrower shall apply the Advances drawn to the costs and expenses in relation to construction of the Project.

IS HEREBY AMENDED AS

 

3.1

The Borrower shall apply the Advances drawn mainly to the construction, development and operation of the Project land plot, including financing:

 

(1)

costs and expenses in relation to construction of the Project (including, among others, design, development, construction and remodeling);

 

(2)

costs and expenses in relation to purchase of equipment related to the production of vehicles and parts;

 

(3)

capital expenditure during the construction and operation of the Project, including but not limited to costs in connection with daily operation, lease of the warehouse for the Project (including such warehouses which are not located on the Project land), payment of wages, and other capital expenditures;

 

(4)

repayment of any intercompany loan (which has already been used) between the Affiliate Companies (including but not limited to the amount borrowed or to be borrowed by the Borrower from its Affiliate Company), provided that such intercompany loan between the

2


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

 

Affiliate Companies shall be used for the above purposes and the interest rate of such intercompany loan shall be in compliance with PRC laws;

 

(5)

repayment of any outstanding amount under any Permitted Trade Finance Facility; and

 

(6)

repayment of any outstanding amount under any Existing Loan.

3.

ENTIRE AGREEMENT

Except for the amendments herein, no terms or conditions of the Facility Agreement shall be revised, amended or changed and shall remain in full force and effect. This Supplemental Agreement is an integral part of the Facility Agreement and shall constitute a Finance Document referred to in the Facility Agreement.  Any reference to the Facility Agreement shall include references to the Facility Agreement and this Supplemental Agreement. If there is any inconsistency between this Supplemental Agreement and the Facility Agreement, this Supplemental Agreement will prevail.

4.

EFFECTIVENESS

This Supplemental Agreement shall become effective upon duly signed by the authorized representative of the Parties and affixed with their official seals.

5.

MISCELLANEOUS

5.1

This Supplemental Agreement is made and executed in Chinese; this English version is prepared for reference only; if there is any discrepancy, the Chinese version controls.

5.2

Clause 21 (Governing Law and Dispute Resolution) of the Facility Agreement shall apply to this Supplemental Agreement and shall be incorporated in this Supplemental Agreement as if they had been set out in full herein mutatis mutandis.

This Supplemental Agreement has been executed by the Parties hereto on the date stated at the beginning of this Supplemental Agreement.


3


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

SUPPLEMENTAL AGREEMENT

relating to a RMB Nine Billion (or its equivalent in USD) fixed asset syndication loan agreement

EXECUTION PAGE

Tesla (Shanghai) Co., Ltd.

(as Borrower)

Attention: Yu Xian

Address: 8F, Tower 3, Central Place, No.77 Jianguo Road, Chaoyang District, Beijing, China

Tel: [***]

Email: [***]

 

Authorized signatory:

 

 

 

/s/ Xiaotong Zhu

 

 

 

Name: Xiaotong Zhu

 

 

Company Chop

Title:

 

 

 

 


4


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

SUPPLEMENTAL AGREEMENT

relating to a RMB Nine Billion (or its equivalent in USD) fixed asset syndication loan agreement

EXECUTION PAGE

China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch

(as Primary Lead Arranger, Facility Agent, Account Bank, Original Lender)

Attention: Lifan Yang

Address: Pudong New District Xinyuan South Road No 555 B-3

Tel: [***]

Email: [***]

 

Authorized signatory:

 

 

 

/s/ Qinghong Jin

 

 

 

Name: Qinghong Jin

 

 

Company Chop

Title:

 

 

 

 


5


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

SUPPLEMENTAL AGREEMENT

relating to a RMB Nine Billion (or its equivalent in USD) fixed asset syndication loan agreement

EXECUTION PAGE

Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch

(as Joint Lead Arranger, Security Agent, Account Bank, Original Lender)

Attention: Jing Ouyang

Address: Shanghai Pudong New District Xinyuan South Road No 555

Tel: [***]

Email: [***]

 

Authorized signatory:

 

 

 

/s/ Jing Ouyang

 

 

 

Name: Jing Ouyang

 

 

Company Chop

Title:

 

 

 

 


6


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

SUPPLEMENTAL AGREEMENT

relating to a RMB Nine Billion (or its equivalent in USD) fixed asset syndication loan agreement

EXECUTION PAGE

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch

(as Joint Lead Arranger, Capital Account Bank, Original Lender)

Attention: Qian Huang

Address: China (Shanghai) Pilot Free Trade Zone Special Area Pudong New District Xinyuan South Road No 588 19th floor

Tel: [***]

Email: [***]

 

Authorized signatory:

 

 

 

/s/ Su’nan Wang

 

 

 

Name: Su’nan Wang

 

 

Company Chop

Title:

 

 

 

 


7


Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.

 

SUPPLEMENTAL AGREEMENT

relating to a RMB Nine Billion (or its equivalent in USD) fixed asset syndication loan agreement

EXECUTION PAGE

Agricultural Bank of China Limited, Shanghai Changning Sub-branch

(as Joint Lead Arranger, Trade Finance Party, Original Lender)

Attention: Zhifeng Pan

Address: Shanghai Changning District Dingxi Road No 998

Tel: [***]

Email: [***]

 

Authorized signatory:

 

 

 

/s/ Li Xu

 

 

 

Name: Li Xu

 

 

Company Chop

Title:

 

 

 

 

8


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/13/20424B5,  8-K
For Period end:12/31/1910-K/A,  CT ORDER,  SD
12/18/194,  8-K
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/29/24  Tesla, Inc.                       10-K       12/31/23  116:14M                                    Workiva Inc Wde… FA01/FA
 1/31/23  Tesla, Inc.                       10-K       12/31/22  125:30M                                    Donnelley … Solutions/FA
 5/02/22  Tesla, Inc.                       10-K/A     12/31/21   12:2.6M                                   ActiveDisclosure/FA
 2/07/22  Tesla, Inc.                       10-K       12/31/21  131:28M                                    Donnelley … Solutions/FA
 4/30/21  Tesla, Inc.                       10-K/A     12/31/20   12:2.3M                                   ActiveDisclosure/FA
 2/08/21  Tesla, Inc.                       10-K       12/31/20  149:31M                                    ActiveDisclosure/FA
12/08/20  Tesla, Inc.                       424B5                  1:274K                                   Donnelley … Solutions/FA
 9/01/20  Tesla, Inc.                       424B5                  1:275K                                   Donnelley … Solutions/FA
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