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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/18 Tesla, Inc. 10-Q 3/31/18 92:15M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 892K
2: EX-10.2 Material Contract HTML 57K
3: EX-10.3 Material Contract HTML 301K
4: EX-10.4 Material Contract HTML 64K
5: EX-10.5 Material Contract HTML 65K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
15: R1 Document and Entity Information HTML 50K
16: R2 Consolidated Balance Sheets (Unaudited) HTML 152K
17: R3 Consolidated Balance Sheets (Unaudited) HTML 47K
(Parenthetical)
18: R4 Consolidated Statements of Operations (Unaudited) HTML 106K
19: R5 Consolidated Statements of Comprehensive Loss HTML 48K
(Unaudited)
20: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 141K
21: R7 Overview HTML 32K
22: R8 Summary of Significant Accounting Policies HTML 464K
23: R9 Goodwill and Intangible Assets HTML 188K
24: R10 Fair Value of Financial Instruments HTML 180K
25: R11 Inventory HTML 55K
26: R12 Solar Energy Systems, Leased and To Be Leased - HTML 65K
Net
27: R13 Property, Plant, and Equipment HTML 72K
28: R14 Other Long-Term Liabilities HTML 62K
29: R15 Customer Deposits HTML 32K
30: R16 Convertible and Long-Term Debt Obligations HTML 533K
31: R17 Equity Incentive Plans HTML 84K
32: R18 Commitments and Contingencies HTML 49K
33: R19 Variable Interest Entity Arrangements HTML 118K
34: R20 Related Party Transactions HTML 48K
35: R21 Segment Reporting and Information about Geographic HTML 92K
Areas
36: R22 Summary of Significant Accounting Policies HTML 490K
(Policies)
37: R23 Summary of Significant Accounting Policies HTML 406K
(Tables)
38: R24 Goodwill and Intangible Assets (Tables) HTML 187K
39: R25 Fair Value of Financial Instruments (Tables) HTML 179K
40: R26 Inventory (Tables) HTML 54K
41: R27 Solar Energy Systems, Leased and To Be Leased - HTML 66K
Net (Tables)
42: R28 Property, Plant, and Equipment (Tables) HTML 67K
43: R29 Other Long-Term Liabilities (Tables) HTML 60K
44: R30 Convertible and Long-Term Debt Obligations HTML 526K
(Tables)
45: R31 Equity Incentive Plans (Tables) HTML 60K
46: R32 Variable Interest Entity Arrangements (Tables) HTML 120K
47: R33 Related Party Transactions (Tables) HTML 47K
48: R34 Segment Reporting and Information about Geographic HTML 97K
Areas (Tables)
49: R35 Overview - Additional Information (Detail) HTML 32K
50: R36 Summary of Significant Accounting Policies - HTML 154K
Schedule of Impact of New Revenue Standard on
Consolidated Financial Statements (Detail)
51: R37 Summary of Significant Accounting Policies - HTML 122K
Additional Information (Detail)
52: R38 Summary of Significant Accounting Policies - HTML 41K
Schedule of Deferred Revenue Activity (Detail)
53: R39 Summary of Significant Accounting Policies - HTML 51K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
54: R40 Summary of Significant Accounting Policies - HTML 39K
Schedule of Potentially Dilutive Shares that were
Excluded from Computation of Diluted Net Income
(Loss) per Share of Common Stock (Detail)
55: R41 Summary of Significant Accounting Policies - HTML 44K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
56: R42 Summary of Significant Accounting Policies - HTML 40K
Schedule of Accrued Warranty Activity (Detail)
57: R43 Goodwill and Intangible Assets - Additional HTML 32K
Information (Detail)
58: R44 Goodwill and Intangible Assets - Summary of HTML 60K
Acquired Intangible Assets (Detail)
59: R45 Goodwill and Intangible Assets - Total Future HTML 45K
Amortization Expense for Intangible Assets
(Detail)
60: R46 Fair Value of Financial Instruments - Schedule of HTML 44K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
61: R47 Fair Value of Financial Instruments - Schedule of HTML 45K
Interest Rate Swaps Outstanding (Detail)
62: R48 Fair Value of Financial Instruments - Additional HTML 36K
Information (Detail)
63: R49 Fair Value of Financial Instruments - Schedule of HTML 49K
Estimated Fair Values and Carrying Values (Detail)
64: R50 Inventory - Schedule of Inventory (Detail) HTML 42K
65: R51 Inventory - Additional Information (Detail) HTML 34K
66: R52 Solar Energy Systems, Leased and To Be Leased - HTML 46K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
67: R53 Solar Energy Systems, Leased and To Be Leased - HTML 37K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Parenthetical) (Detail)
68: R54 Property Plant and Equipment - Schedule of HTML 52K
Property, Plant and Equipment, Net (Detail)
69: R55 Property Plant and Equipment - Additional HTML 61K
Information (Detail)
70: R56 Other Long-Term Liabilities - Schedule of Other HTML 44K
Long-term Liabilities (Detail)
71: R57 Customer Deposits - Additional Information HTML 33K
(Detail)
72: R58 Convertible and Long-Term Debt Obligations - HTML 154K
Summary of Debt (Detail)
73: R59 Convertible and Long-Term Debt Obligations - 2018 HTML 43K
Notes, Bond Hedges and Warrant Transactions -
Additional Information (Detail)
74: R60 Convertible and Long-Term Debt Obligations - HTML 39K
Credit Agreement - Additional Information (Detail)
75: R61 Convertible and Long-Term Debt Obligations - HTML 47K
Related Party Promissory Notes - Additional
Information (Detail)
76: R62 Convertible and Long-Term Debt Obligations - HTML 33K
Warehouse Agreements - Additional Information
(Detail)
77: R63 Convertible and Long-Term Debt Obligations - HTML 35K
Automotive Asset-backed Notes, Series 2018-A -
Additional Information (Detail)
78: R64 Convertible and Long-term Debt Obligations - HTML 39K
Schedule of Interest Incurred (Detail)
79: R65 Equity Incentive Plans - Additional Information HTML 125K
(Detail)
80: R66 Equity Incentive Plans - Summary of Operational HTML 58K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
81: R67 Equity Incentive Plans - Summary of Stock-Based HTML 39K
Compensation Expense (Detail)
82: R68 Commitments and Contingencies - Additional HTML 35K
Information (Detail)
83: R69 Variable Interest Entity Arrangements - Additional HTML 33K
Information (Detail)
84: R70 Variable Interest Entity Arrangements - Carrying HTML 104K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
85: R71 Related Party Balances - Summary of Related Party HTML 40K
Transactions (Detail)
86: R72 Segment Reporting and Information about Geographic HTML 33K
Areas - Additional Information (Detail)
87: R73 Segment Reporting and Information about Geographic HTML 39K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
88: R74 Segment Reporting and Information about Geographic HTML 40K
Areas - Schedule of Revenues by Geographic Area
(Detail)
89: R75 Segment Reporting and Information about Geographic HTML 36K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
91: XML IDEA XML File -- Filing Summary XML 172K
90: EXCEL IDEA Workbook of Financial Reports XLSX 108K
9: EX-101.INS XBRL Instance -- tsla-20180331 XML 4.88M
11: EX-101.CAL XBRL Calculations -- tsla-20180331_cal XML 235K
12: EX-101.DEF XBRL Definitions -- tsla-20180331_def XML 747K
13: EX-101.LAB XBRL Labels -- tsla-20180331_lab XML 1.34M
14: EX-101.PRE XBRL Presentations -- tsla-20180331_pre XML 1.09M
10: EX-101.SCH XBRL Schema -- tsla-20180331 XSD 240K
92: ZIP XBRL Zipped Folder -- 0001564590-18-011086-xbrl Zip 245K
Exhibit 10.5
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 23, 2018, is entered into by and among LML WAREHOUSE SPV, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, the Group Agents party hereto, and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and is made in respect of the Loan and Security Agreement, dated as of August 17, 2017, as amended on October 18, 2017 (the “Loan Agreement”) among the Borrower, Tesla Finance LLC, a Delaware limited liability company (“TFL”), the Lenders party thereto, the Group Agents party thereto and the Administrative Agent. Defined terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement as amended hereby.
WHEREAS, the Borrower, the Lenders, the Group Agents and the Administrative Agent have agreed to amend the Loan Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Group Agents and the Administrative Agent agree as follows:
1.Amendments to Loan Agreement. Effective as of the Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof:
(a)The preamble to the Loan Agreement is hereby amended as follows:
(i)Clause (iii) is amended by deleting the word “and” at the end of the clause.
(ii)The addition of the following as a new clause (iv)”
“(iv) DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent; and”
(iii)Former clause (iv) is renumbered to be clause (v).
(b)Section 1.01 of the Loan Agreement is hereby amended by deleting the definition “Defaulted Lease” in its entirety and inserting in lieu thereof a new definition of “Defaulted Lease” reading in its entirety as follows:
“‘Defaulted Lease’ shall mean (x) any Lease for which an amount at least equal to 5% of any Monthly Lease Payment remains unpaid for more than 180 days from the original payment due date, or (y) with respect to any Lease that is delinquent less than 180 days, the Servicer has (i) determined, in accordance with the Credit and Collection Policy, that eventual payment in full is unlikely, or (ii) repossessed the related Leased Vehicle, or (z) a Lease with
respect to which the Servicer has received notification that the related Lessee is the subject of a bankruptcy proceeding.”
(c)Section 1.01 of the Loan Agreement is hereby amended by deleting the definition “Delinquent Lease” in its entirety and inserting in lieu thereof the following definition of “Delinquent Lease” reading in its entirety as follows:
“‘Delinquent Lease’ shall mean a Lease which is not a Defaulted Lease and with respect to which an amount at least equal to 5% of any Monthly Lease Payment remains unpaid for more than 60 days from the original due date of such payment.”
(d)Section 1.01 of the Loan Agreement is hereby amended by amending the definition of “Eligible Lease” as follows:
(i)for clause (vii), deleting in subclause (B) the phrase “21 days” and inserting in lieu thereof the phrase “30 days”; and
(ii)for clause (xv), deleting clause (xv) in its entirety and inserting in lieu thereof the following new clause (xv) reading in its entirety as follows:
“(xv) the Lease is not (a) solely for the date of determination when such Lease is to be allocated to the Warehouse SUBI on a Warehouse SUBI Lease Allocation Date, a Lease for which, as of the related Cut-Off Date, an amount at least equal to 5% of any Monthly Lease Payment remains unpaid for more than 29 days, (b) a Delinquent Lease, (c) a Defaulted Lease or (d) a Lease as to which any of the payments shall have been waived (other than deferrals and waivers of late payment charges or fees owing to the Servicer as Supplemental Servicing Fees permitted under the Warehouse SUBI Servicing Agreement);”
(e)Section 1.01 of the Loan Agreement is hereby amended by amending clause (iii) of the definition of “Excess Concentration Amount” deleting the reference to “March 15, 2018” and inserting in lieu thereof “March 31, 2018”.
(f)Section 1.01 of the Loan Agreement is amended by deleting the definition “Mark-to-Market MRM Residual Value” in its entirety and inserting in lieu thereof a new definition of “Mark-to-Market MRM Residual Value” reading in its entirety as follows:
“‘Mark-to-Market MRM Residual Value’ shall mean, with respect to any Warehouse SUBI Leased Vehicle and the related Lease, as of any date, the lesser of (i) the expected value of such Leased Vehicle at the related Lease Maturity Date using a residual value estimate produced by Automotive Lease Guide (assuming that the vehicle is in “average” condition) based on the “Maximum Residualizable MSRP,” which consists of the MSRP of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle, calculated as of the last day of the calendar month immediately preceding the most recent Mark to Market Adjustment Date prior to and, if applicable, including such date and (ii) the residual value estimate produced by Automotive Lease Guide (based as above) calculated as of the contract date of the related Lease; provided, however,
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that if the contract date of the related Lease for a Warehouse SUBI Lease is after the last day of the calendar month immediately preceding the most recent Mark to Market Adjustment Date, as of any date, then the initial Mark-to-Market MRM Residual Value for such Warehouse SUBI Lease shall be equal to the amount in clause (ii) above; provided further, however, that for an Extended Lease (a) the amount in clause (ii) above shall be adjusted downward by the total amount of additional scheduled principal payments in the extended term and (b) until the next Mark to Market Adjustment Date after the date such Lease becomes an Extended Lease, the amount in clause (i) above shall be adjusted downward by the total amount of additional scheduled principal payments in the extended term.”
(g)Section 1.01 of the Loan Agreement is hereby amended by deleting the definition “Securitization Take-Out Price” in its entirety and inserting in lieu thereof a new definition of “Securitization Take-Out Price” reading in its entirety as follows:
“‘Securitization Take-Out Price’ shall mean, with respect to Warehouse SUBI Leases reallocated to the UTI or another pursuant to a Securitization Take-Out, the amount by which the Loan Balance must be reduced such that, after giving effect to the related Securitization Take-Out, the Loan Balance does not exceed the Maximum Loan Balance.”
(h)Section 2.09 of the Loan Agreement is hereby amended as follows:
(i)in subclause (b)(ii), inserting the phrase “or another SUBI (including the LML SUBI)” immediately after the phrase “and the related Leased Vehicles to the UTI”; and
(ii)in subclause (b)(iii), deleting the term “a Trust Account” and inserting in lieu thereof the phrase “the Collection Account or the Reserve Account”.
(i)Exhibit F to the Loan Agreement is hereby amended and restated in its entirety as set forth on Exhibit F to this Amendment.
2.Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction or waiver of the following conditions precedent:
(a)the receipt by the Administrative Agent or its counsel of counterpart signature pages to this Amendment;
(b)no Default, Event of Default or Potential Servicer Default shall have occurred or be continuing, the Termination Date shall not have occurred and no Event of Bankruptcy shall have occurred with respect to TFL or Tesla, Inc.; and
(c)the Administrative Agent and each Group Agent shall have received such other documents, instruments and agreements as the Administrative Agent or such Group Agent may have reasonably requested.
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3.Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Administrative Agent, each Group Agent and each Lender as of the date hereof that:
(a)This Amendment and the Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(b)Upon the effectiveness of this Amendment, the Borrower hereby affirms that all representations and warranties made by it in Article IV of the Loan Agreement, as amended, are correct in all material respects on the date hereof as though made as of the effective date of this Amendment, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date.
(c)As of the date hereof, no Default, Event of Default or Potential Servicer Default shall have occurred or be continuing, the Termination Date shall not have occurred and no Event of Bankruptcy shall have occurred with respect to TFL or Tesla, Inc.
4.Reference to and Effect on the Loan Agreement.
(a)Upon the effectiveness of Section 1 hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.
(b)The Loan Agreement, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect until hereafter terminated in accordance with their respective terms, and the Loan Agreement and such documents, instruments and agreements are hereby ratified and confirmed.
(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, any Agent or any Lender, nor constitute a waiver of any provision of the Loan Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5.Costs and Expenses. The Borrower agrees to pay all reasonable and actual costs, fees, and out‑of‑pocket expenses (including the reasonable attorneys’ fees, costs and expenses of Sidley Austin LLP, counsel to the Administrative Agent, the Group Agents and the Lenders) incurred by the Administrative Agent, each Group Agent and each Lender in connection with the preparation, review, execution and enforcement of this Amendment.
6.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
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WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
7.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8.Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile (transmitted by telecopier or by email) shall be effective as delivery of a manually executed counterpart of this Amendment.
Remainder of page left intentionally blank
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their duly authorized signatories as of the date first above written.
LML WAREHOUSE SPV, LLC,
as Borrower
By: /s/ Radford Small
Name: Radford Small
Title: Chief Financial Officer/Treasurer
Signature Page to Amendment No. 2 to Loan and Security Agreement
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent, as a Group Agent and as
a Committed Lender
By: /s/ Kevin Fagan
Name: Kevin Fagan
Title: Vice President
By: /s/ Katherine Bologna
Name: Katherine Bologna
Title: Managing Director
Signature Page to Amendment No. 2 to Loan and Security Agreement
as a Group Agent and as a Committed Lender
By: /s/ Brian Chin
Name: Brian Chin
Title: Vice President
CAFCO LLC,
as Conduit Lender
By:Citibank, N.A., as Attorney-in-Fact
By: /s/ Brian Chin
Name: Brian Chin
Title: Vice President
CHARTA LLC,
as Conduit Lender
By:Citibank, N.A., as Attorney-in-Fact
By: /s/ Brian Chin
Name: Brian Chin
Title: Vice President
Signature Page to Amendment No. 2 to Loan and Security Agreement
CIESCO LLC,
as Conduit Lender
By:Citibank, N.A., as Attorney-in-Fact
By: /s/ Brian Chin
Name: Brian Chin
Title: Vice President
CRC FUNDING LLC,
as Conduit Lender
By:Citibank, N.A., as Attorney-in-Fact
By: /s/ Brian Chin
Name: Brian Chin
Title: Vice President
Signature Page to Amendment No. 2 to Loan and Security Agreement
BANK OF AMERICA, N.A.,
as a Group Agent and as a Committed Lender
By: /s/ Carl W. Anderson
Name: Carl W. Anderson
Title: Managing Director
Signature Page to Amendment No. 2 to Loan and Security Agreement
ROYAL BANK OF CANADA,
as a Group Agent and as a Committed Lender
By: /s/ Angela Nimoh-Etsiakoh
Name: Angela Nimoh-Etsiakoh
Title: Authorized Signatory
By: /s/ Sofia Shields
Name: Sofia Shields
Title: Authorized Signatory
LAKESHORE TRUST,
as a Conduit Lender
By: /s/ Nur Khan
Name: Nur Khan
Title: Authorized Signatory
Signature Page to Amendment No. 2 to Loan and Security Agreement
CREDIT SUISSE AG, NEW YORK BRANCH,
as a Group Agent
By: /s/ Patrick Duggan
Name: Patrick Duggan
Title: Vice President
By: /s/ Erin McCutcheon
Name: Erin McCutcheon
Title: Director
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Committed Lender
By: /s/ Patrick Duggan
Name: Patrick Duggan
Title: Authorized Signatory
By: /s/ Erin McCutcheon
Name: Erin McCutcheon
Title: Authorized Signatory
GIFS CAPITAL COMPANY LLC,
as a Conduit Lender
By: /s/ R. Scott Chisholm
Name: R. Scott Chisholm
Title: Authorized Signer
Signature Page to Amendment No. 2 to Loan and Security Agreement
as a Group Agent
By: /s/ John McCarthy
Name: John McCarthy
Title: Director
SALISBURY RECEIVABLES COMPANY LLC,
as a Conduit Lender
By: Barclays Bank PLC, as attorney-in-fact
By: /s/ John McCarthy
Name: John McCarthy
Title: Director
Signature Page to Amendment No. 2 to Loan and Security Agreement
Form of Notice of Securitization Take-Out
[Date]
Deutsche Bank AG, New York Branch
as Administrative Agent
60 Wall Street, 5th Floor
Attention: Katherine Bologna
Attention:
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Loan and Security Agreement (Warehouse SUBI Certificate) dated as of August 17, 2017(as amended, supplemented or otherwise modified and in effect from time to time, the “Agreement”), among LML Warehouse SPV, LLC, as Borrower (the “Borrower”), Tesla Finance LLC, the Lenders and the Group Agents party thereto from time to time, and Deutsche Bank AG, New York Branch, as Administrative Agent (“Administrative Agent”) |
Ladies and Gentlemen:
This is a Notice of Securitization Take-Out delivered pursuant to the Agreement. Capitalized terms used in this Notice of Securitization Take-Out but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
The Borrower hereby notifies the Administrative Agent that it intends to effect a Securitization Take-Out on the Securitization Take-Out Date of _______, 20__ [Insert date which may be no fewer than 5 Business Days after the date of this Notice].
The Securitization Take-Out Price for the Securitization Take-Out is estimated to be $.
IN WITNESS WHEREOF, Borrower has caused this Notice of Securitization Take-Out to be executed and delivered by its duly authorized officer as of the date first above written.
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Very truly yours,
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/7/18 | 4 | ||
| Filed on: | 5/4/18 | |||
| For Period end: | 3/31/18 | |||
| 3/23/18 | ||||
| 3/15/18 | ||||
| 10/18/17 | 8-K | |||
| 8/17/17 | 4, 8-K | |||
| List all Filings | ||||