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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/19/19 Tesla, Inc. 10-K 12/31/18 157:29M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.24M
2: EX-10.41 Material Contract HTML 83K
3: EX-10.48 Material Contract HTML 106K
4: EX-10.54 Material Contract HTML 85K
5: EX-10.55 Material Contract HTML 1.43M
6: EX-21.1 Subsidiaries List HTML 114K
7: EX-23.1 Consent of Experts or Counsel HTML 46K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 55K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 55K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 50K
17: R1 Document and Entity Information HTML 82K
18: R2 Consolidated Balance Sheets HTML 166K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K
20: R4 Consolidated Statements of Operations HTML 143K
21: R5 Consolidated Statements of Comprehensive Loss HTML 74K
22: R6 Consolidated Statements of Redeemable HTML 151K
Noncontrolling Interest and Stockholders' Equity
23: R7 Consolidated Statements of Redeemable HTML 52K
Noncontrolling Interest and Stockholders' Equity
(Parenthetical)
24: R8 Consolidated Statements of Cash Flows HTML 181K
25: R9 Overview HTML 49K
26: R10 Summary of Significant Accounting Policies HTML 562K
27: R11 Business Combinations HTML 193K
28: R12 Intangible Assets HTML 209K
29: R13 Fair Value of Financial Instruments HTML 190K
30: R14 Inventory HTML 73K
31: R15 Solar Energy Systems, Leased and To Be Leased - HTML 82K
Net
32: R16 Property, Plant, and Equipment HTML 90K
33: R17 Non-cancellable Operating Lease Payments HTML 63K
Receivable
34: R18 Accrued Liabilities and Other HTML 89K
35: R19 Other Long-Term Liabilities HTML 81K
36: R20 Customer Deposits HTML 50K
37: R21 Long-Term Debt Obligations HTML 593K
38: R22 Common Stock HTML 54K
39: R23 Equity Incentive Plans HTML 296K
40: R24 Income Taxes HTML 313K
41: R25 Commitments and Contingencies HTML 126K
42: R26 Variable Interest Entity Arrangements HTML 138K
43: R27 Lease Pass-Through Financing Obligation HTML 67K
44: R28 Defined Contribution Plan HTML 51K
45: R29 Related Party Transactions HTML 66K
46: R30 Segment Reporting and Information about Geographic HTML 135K
Areas
47: R31 Restructuring and Other HTML 50K
48: R32 Subsequent Events HTML 49K
49: R33 Quarterly Results of Operations HTML 131K
50: R34 Summary of Significant Accounting Policies HTML 661K
(Policies)
51: R35 Summary of Significant Accounting Policies HTML 465K
(Tables)
52: R36 Business Combinations (Tables) HTML 191K
53: R37 Intangible Assets (Tables) HTML 209K
54: R38 Fair Value of Financial Instruments (Tables) HTML 188K
55: R39 Inventory (Tables) HTML 72K
56: R40 Solar Energy Systems, Leased and To Be Leased - HTML 85K
Net (Tables)
57: R41 Property, Plant, and Equipment (Tables) HTML 85K
58: R42 Non-cancellable Operating Lease Payments HTML 61K
Receivable (Tables)
59: R43 Accrued Liabilities and Other (Tables) HTML 87K
60: R44 Other Long-Term Liabilities (Tables) HTML 80K
61: R45 Long-Term Debt Obligations (Tables) HTML 523K
62: R46 Equity Incentive Plans (Tables) HTML 273K
63: R47 Income Taxes (Tables) HTML 311K
64: R48 Commitments and Contingencies (Tables) HTML 91K
65: R49 Variable Interest Entity Arrangements (Tables) HTML 138K
66: R50 Lease Pass-Through Financing Obligation (Tables) HTML 61K
67: R51 Related Party Transactions (Tables) HTML 63K
68: R52 Segment Reporting and Information about Geographic HTML 140K
Areas (Tables)
69: R53 Quarterly Results of Operations (Tables) HTML 131K
70: R54 Overview - Additional Information (Detail) HTML 50K
71: R55 Summary of Significant Accounting Policies - HTML 229K
Schedule of Impact of New Revenue Standard on
Consolidated Financial Statements (Detail)
72: R56 Summary of Significant Accounting Policies - HTML 232K
Additional Information (Detail)
73: R57 Summary of Significant Accounting Policies - HTML 55K
Schedule of Deferred Revenue Activity (Detail)
74: R58 Summary of Significant Accounting Policies - HTML 52K
Additional Information (Detail1)
75: R59 Summary of Significant Accounting Policies - HTML 68K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
76: R60 Summary of Significant Accounting Policies - HTML 57K
Schedule of Potentially Dilutive Shares that were
Excluded from Computation of Diluted Net Income
(Loss) per Share of Common Stock (Detail)
77: R61 Summary of Significant Accounting Policies - HTML 62K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
78: R62 Summary of Significant Accounting Policies - HTML 52K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Parenthetical) (Detail)
79: R63 Summary of Significant Accounting Policies - HTML 56K
Estimated Useful Lives of Respective Assets
(Detail)
80: R64 Summary of Significant Accounting Policies - HTML 59K
Schedule of Estimated Useful Lives of Related
Assets (Detail)
81: R65 Summary of Significant Accounting Policies - HTML 61K
Schedule of Accrued Warranty Activity (Detail)
82: R66 Business Combinations - Additional Information HTML 86K
(Detail)
83: R67 Business Combinations - Schedule of Fair Values of HTML 125K
the Assets Acquired and the Liabilities Assumed
(Detail)
84: R68 Business Combinations - Schedule of Fair Values of HTML 78K
the Identified Intangible Assets and their Useful
Lives (Detail)
85: R69 Business Combinations - Schedule of Fair Value of HTML 55K
the Consideration Transferred as of Acquisition
Date (Detail)
86: R70 Business Combinations - Schedule of the Fair Value HTML 53K
of Consideration Transferred as of Acquisition
Date (Parenthetical) (Detail)
87: R71 Business Combinations - Schedule of Unaudited Pro HTML 56K
Forma Information (Detail)
88: R72 Intangible Assets - Summary of Acquired Intangible HTML 84K
Assets (Detail)
89: R73 Intangible Assets - Additional Information HTML 51K
(Detail)
90: R74 Intangible Assets - Total Future Amortization HTML 63K
Expense for Intangible Assets (Detail)
91: R75 Fair Value of Financial Instruments - Schedule of HTML 62K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
92: R76 Fair Value of Financial Instruments - Schedule of HTML 62K
Interest Rate Swaps Outstanding (Detail)
93: R77 Fair Value of Financial Instruments - Additional HTML 54K
Information (Detail)
94: R78 Fair Value of Financial Instruments - Schedule of HTML 67K
Estimated Fair Values and Carrying Values (Detail)
95: R79 Inventory - Schedule of Inventory (Detail) HTML 61K
96: R80 Inventory - Additional Information (Detail) HTML 59K
97: R81 Solar Energy Systems, Leased and To Be Leased - HTML 62K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
98: R82 Solar Energy Systems, Leased and To Be Leased - HTML 53K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Parenthetical) (Detail)
99: R83 Property Plant and Equipment - Schedule of HTML 70K
Property, Plant and Equipment, Net (Detail)
100: R84 Property Plant and Equipment - Additional HTML 75K
Information (Detail)
101: R85 Non-cancellable Operating Lease Payments HTML 62K
Receivable - Schedule of Future Minimum Lease
Payments Non-cancellable Operating Leases (Detail)
102: R86 Accrued Liabilities and Other - Schedule of HTML 69K
Accrued Liabilities and Other Current Liabilities
(Detail)
103: R87 Other Long-Term Liabilities - Schedule of Other HTML 62K
Long-term Liabilities (Detail)
104: R88 Customer Deposits - Additional Information HTML 53K
(Detail)
105: R89 Long-Term Debt Obligations - Summary of Debt HTML 205K
(Detail)
106: R90 Long-Term Debt Obligations - 2018 Notes, Bond HTML 125K
Hedges and Warrant Transactions - Additional
Information (Detail)
107: R91 Long-Term Debt Obligations - 2019 Notes, 2021 HTML 125K
Notes, Bond Hedges and Warrant Transactions -
Additional Information (Detail)
108: R92 Long-Term Debt Obligations - 2022 Notes, Bond HTML 117K
Hedges and Warrant Transactions - Additional
Information (Detail)
109: R93 Long-Term Debt Obligations - 2025 Notes - HTML 58K
Additional Information (Detail)
110: R94 Long-Term Debt Obligations - Credit Agreement - HTML 57K
Additional Information (Detail)
111: R95 Long-Term Debt Obligations - 2.75% Convertible HTML 79K
Senior Notes due in 2018 - Additional Information
(Detail)
112: R96 Long-Term Debt Obligations - 1.625% Convertible HTML 86K
Senior Notes due in 2019 - Additional Information
(Detail)
113: R97 Long-Term Debt Obligations - Zero-Coupon HTML 84K
Convertible Senior Notes due in 2020 - Additional
Information (Detail)
114: R98 Long-Term Debt Obligations - Related Party HTML 64K
Promissory Notes - Additional Information (Detail)
115: R99 Long-Term Debt Obligations - Warehouse Agreements HTML 54K
- Additional Information (Detail)
116: R100 Long-term Debt Obligations - Canada Credit HTML 49K
Facility - Additional Information (Detail)
117: R101 Long-term Debt Obligations - Term Loan - HTML 67K
Additional Information (Detail)
118: R102 Long-term Debt Obligations - Revolving Aggregation HTML 56K
Credit Facility - Additional Information (Detail)
119: R103 Long-term Debt Obligations - Cash Equity Debt - HTML 57K
Additional Information (Detail)
120: R104 Long-term Debt Obligations - Solar Asset-backed HTML 112K
Notes - Additional Information (Detail)
121: R105 Long-term Debt Obligations - Solar Loan-backed HTML 68K
Notes - Additional Information (Detail)
122: R106 Long-term Debt Obligations - Automotive HTML 58K
Asset-backed Notes - Additional Information
(Detail)
123: R107 Long-term Debt Obligations - Solar Renewable HTML 49K
Energy Credit and other Loans - Additional
Information (Detail)
124: R108 Long-term Debt Obligations - Schedule of Interest HTML 58K
Expense (Detail)
125: R109 Long-term Debt Obligations - Pledged Assets - HTML 52K
Additional Information (Detail)
126: R110 Common Stock - Additional Information (Detail) HTML 136K
127: R111 Equity Incentive Plans - Additional Information HTML 177K
(Detail)
128: R112 Equity Incentive Plans - Summary of Stock Option HTML 127K
and RSU Activity (Detail)
129: R113 Equity Incentive Plans - Schedule of Fair Value of HTML 70K
Stock Option Award and ESPP on Grant Date (Detail)
130: R114 Equity Incentive Plans - Summary of Operational HTML 77K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
131: R115 Equity Incentive Plans - Summary of Stock-Based HTML 60K
Compensation Expense (Detail)
132: R116 Income Taxes - Additional Information (Detail) HTML 107K
133: R117 Income Taxes - Schedule of Loss Before Provision HTML 58K
for Income Taxes (Detail)
134: R118 Income Taxes - Components of Provision for Income HTML 71K
Taxes (Detail)
135: R119 Income Taxes - Schedule of Deferred Tax Assets HTML 97K
(Liabilities) (Detail)
136: R120 Income Taxes - Schedule of Reconciliation of Taxes HTML 82K
at Federal Statutory Rate to Provision for Income
Taxes (Detail)
137: R121 Income Taxes - Schedule of Reconciliation of HTML 49K
Statutory Federal Income Taxes to Effective Taxes
(Parenthetical) (Detail)
138: R122 Income Taxes - Schedule of Changes to Gross HTML 61K
Unrecognized Tax Benefits (Detail)
139: R123 Commitments and Contingencies - Additional HTML 108K
Information (Detail)
140: R124 Commitments and Contingencies - Schedule of Future HTML 96K
Minimum Commitments for Leases (Detail)
141: R125 Variable Interest Entity Arrangements - Additional HTML 50K
Information (Detail)
142: R126 Variable Interest Entity Arrangements - Carrying HTML 122K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
143: R127 Lease Pass-Through Financing Obligation - HTML 72K
Additional Information (Detail)
144: R128 Lease Pass-Through Financing Obligation - Schedule HTML 66K
of Future Minimum Lease Payments to be Received
for Operating Leases (Detail)
145: R129 Defined Contribution Plan - Additional Information HTML 54K
(Detail)
146: R130 Related Party Transactions - Summary of Related HTML 55K
Party Transactions (Detail)
147: R131 Related Party Transactions - Additional HTML 63K
Information (Detail)
148: R132 Segment Reporting and Information about Geographic HTML 50K
Areas - Additional Information (Detail)
149: R133 Segment Reporting and Information about Geographic HTML 63K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
150: R134 Segment Reporting and Information about Geographic HTML 68K
Areas - Schedule of Revenues by Geographic Area
(Detail)
151: R135 Segment Reporting and Information about Geographic HTML 53K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
152: R136 Restructuring and Other - Additional Information HTML 60K
(Detail)
153: R137 Subsequent Events - Additional Information HTML 56K
(Detail)
154: R138 Quarterly Results of Operations - Schedule of HTML 74K
Selected Quarterly Results of Operations (Detail)
156: XML IDEA XML File -- Filing Summary XML 307K
155: EXCEL IDEA Workbook of Financial Reports XLSX 199K
11: EX-101.INS XBRL Instance -- tsla-20181231 XML 8.10M
13: EX-101.CAL XBRL Calculations -- tsla-20181231_cal XML 386K
14: EX-101.DEF XBRL Definitions -- tsla-20181231_def XML 1.71M
15: EX-101.LAB XBRL Labels -- tsla-20181231_lab XML 2.50M
16: EX-101.PRE XBRL Presentations -- tsla-20181231_pre XML 2.37M
12: EX-101.SCH XBRL Schema -- tsla-20181231 XSD 452K
157: ZIP XBRL Zipped Folder -- 0001564590-19-003165-xbrl Zip 446K
Exhibit 10.41
TENTH AMENDMENT TO CREDIT AGREEMENT
TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 10, 2018, in respect of the ABL Credit Agreement, dated as of June 10, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Tesla, Inc. (the “Company”, and together with each Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms of the Credit Agreement, collectively, the “U.S. Borrowers”), Tesla Motors Netherlands B.V. (“Tesla B.V.”, and together with each Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Dutch Borrower pursuant to the terms of the Credit Agreement, collectively, the “Dutch Borrowers”; and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) and as Collateral Agent, and the other agents party thereto.
RECITALS:
WHEREAS, the Company has requested an amendment to the Credit Agreement;
WHEREAS, pursuant to Section 13.12 of the Credit Agreement, the Credit Agreement may be amended with the written consent of the Required Lenders and each Credit Party thereto; and
WHEREAS, the parties now wish to amend the Credit Agreement in certain respects.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
Section 1.Defined Terms. Unless otherwise specifically defined herein, each term used herein (including in the recitals above) has the meaning assigned to such term in the Credit Agreement.
Section 2.Amendments to Credit Agreement.
(a)Amendment to Section 1.01 of the Credit Agreement. The following defined terms shall be inserted into Section 1.01 of the Credit Agreement in appropriate alphabetical order:
“Attributes Buyer” shall mean that Person separately identified in writing by the Company to the Administrative Agent.
“Energy Environmental Attribute” shall mean any credit, benefit, reduction, offset or allowance (such as so-called renewable energy certificates, green tags, green certificates, and renewable energy credits), howsoever entitled or named, resulting from, attributable to or associated with the storage or generation of energy, other than the actual electric energy produced, and that is capable of being measured, verified or calculated and in any case may be lawfully marketed to third parties. By way of illustration, Energy Environmental Attributes may result from: the generation system’s use of a particular renewable energy source; avoided NOx, SOx, CO2 or greenhouse gas emissions and other carbon credits and offsets; avoided water use or as otherwise specified under any applicable energy-related private or governmental program. Notwithstanding any of the foregoing in this definition or any other provision of the Tenth Amendment or the Credit Agreement, Energy Environmental Attributes shall not in any case include: (i) any of the foregoing
obtained by, provided to, used by or necessary for the Company or any of its Subsidiaries to conduct any of its operations at any location (and shall not include any water rights or other rights or credits obtained pursuant to requirements of applicable law in order to site and develop any facility); or (ii) any production tax credits.
“Environmental Attribute” shall mean an Energy Environmental Attribute or a Vehicle Environmental Attribute.
“Tenth Amendment” shall mean that certain Tenth Amendment, dated as of December 10, 2018, among the Company, Tesla B.V., the Administrative Agent and the Lenders party thereto.
“Tenth Amendment Effective Date” shall mean December 10, 2018.
“Used Motor Vehicles” shall mean all Used motor vehicles owned by the Company or any of its Subsidiaries.
“Vehicle Environmental Attribute” shall mean any credit, benefit, reduction, offset or allowance, howsoever entitled or named, relating to the emissions or environmental impacts that result from, are attributable to, or are associated with a vehicle, a vehicle’s use, or a vehicle charging station that is capable of being measured, verified or calculated and in any case may be lawfully marketed to third parties. By way of illustration, Vehicle Environmental Attributes may result from: new energy vehicles; zero emission vehicles; fuel economy; avoided criteria air pollutants, CO2 or greenhouse gas emissions; low carbon, renewable or clean fuel; and other credits and offsets defined under any applicable vehicle and charging-related private or governmental program, including, without limitation, the following credits: California LEV III NMOG + NOx, US CAFE, US GHG, US Tier 3 NMOG + NOx, Canada GHG, Quebec ZEV, EU CO2 Pooling, and Switzerland GHG Credits. Notwithstanding any of the foregoing in this definition or any other provision of the Tenth Amendment or the Credit Agreement, Vehicle Environmental Attributes shall not include: (i) any of the foregoing obtained by, provided to, used by or necessary for the Company or any of its Subsidiaries to conduct any of its operations at any location; or (ii) any automotive tax credits.
(b)Amendment to the definition of Capitalized Lease Obligation. The definition of “Capitalized Lease Obligation” in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:
“Capitalized Lease Obligations” shall mean, with respect to any Person, all rental obligations of such Person which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles; provided that Capitalized Lease Obligations shall not include (i) any obligations in respect of leases that would be treated as operating leases in accordance with GAAP as in effect on the Tenth Amendment Effective Date and (ii) any obligations in respect of operating leases that are capitalized as a result build-to-suit lease accounting rules.
(c)Amendment to Section 10.01 of the Credit Agreement. Section 10.01 of the Credit Agreement shall be amended by (i) deleting “and” at the end of clause (dd) thereof, (ii) replacing “.” at the end of clause (ee) thereof with “;” and (iii) adding the following new clauses (ff) and (gg) at the end thereof:
“(ff)Liens on Used Vehicles and related assets (such as documents of title in respect thereof, that in the reasonable opinion of the Company are customary for financing transactions related to such assets), in each case securing Indebtedness permitted by Section 10.04(z); and
(gg)Liens of the Attributes Buyer or any of its Affiliates on Environmental Attributes and their related intangible rights in connection with the sale of such Environmental Attributes to the Attributes Buyer or any of its Affiliates.”
(d)Amendment to Section 10.04 of the Credit Agreement. Section 10.04 of the Credit Agreement shall be amended by (i) deleting “and” at the end of clause (x) thereof, (ii) replacing “.” at the end of clause (y) thereof with “; and” and (iii) adding the following new clause (z) at the end thereof:
“(z)Indebtedness of the Company or any of its Subsidiaries secured by a Lien on Used Motor Vehicles and related assets; provided, that such Indebtedness shall not be secured by any assets other than Used Motor Vehicles and other related assets, such as documents of title in respect thereof, that in the reasonable opinion of the Company are customary for financing transactions related to such assets; provided further that the aggregate amount of Indebtedness outstanding at any time pursuant to this clause (z) shall not exceed $200,000,000.”
(e)Amendment to Section 10.09 of the Credit Agreement. Section 10.09 of the Credit Agreement shall be amended by (i) replacing “or (ee)” in clause (viii) thereof with “, (ee), (ff) or (gg)”, and (ii) replacing “or 10.04(x)” in clause (ix)(B) each time it appears therein with “, 10.04(x) or 10.04(z)”.
Section 3.Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):
(a)The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent and the Required Lenders.
(b) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(c)No Default or Event of Default shall exist on the Amendment Effective Date.
(d)The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(b) and (c) hereof have been satisfied on and as of the Amendment Effective Date.
Section 4.Representations and Warranties, etc. The Borrowers hereby confirm, reaffirm and restate that each of the representations and warranties made by any Credit Party in the Credit Documents is true and correct in all material respects on and as of the Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be
required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects). The Borrowers represent and warrant that, immediately after giving effect to the occurrence of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing. The Borrowers represent and warrant that each Credit Party (i) has the Business power and authority to execute, deliver and perform the terms and provisions of this Amendment and has taken all necessary Business action to authorize the execution, delivery and performance by such Credit Party thereof and (ii) has duly executed and delivered this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Section 5.Reaffirmation. Each Guarantor and each Credit Party hereby agrees that (i) all of its Obligations under the Credit Documents shall remain in full force and effect on a continuous basis after giving effect to this Amendment and (ii) each Credit Document is ratified and affirmed in all respects.
Section 6. Vehicle Environmental Attributes not Collateral. Each Lender acknowledges and agrees that notwithstanding any provision of this Agreement or any Security Document, Vehicle Environmental Attributes and their related intangible rights are not General Intangibles relating to Inventory and therefore do not constitute Collateral.
Section 7.Governing Law. This Amendment and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York).
Section 8.Effect of This Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.
Section 9.Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.
Section 10.Miscellaneous. This Amendment shall constitute a Credit Document for all purposes of the Credit Agreement. The Borrowers shall pay all reasonable fees, costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Amendment and the transactions contemplated hereby.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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TESLA, INC. |
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/s/ Yaron Klein |
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Treasurer |
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TESLA MOTORS NETHERLANDS B.V. |
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By: |
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/s/ Marc Cerda |
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Name: |
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Title: |
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Managing Director |
[Tenth Amendment – Signature Page]
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DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swingline Lender and a Lender |
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By: |
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/s/ Maria Guinchard |
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Vice President |
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By: |
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Name: |
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Title: |
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Vice President |
[Tenth Amendment – Signature Page]
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Goldman Sachs Bank USA, as a Lender |
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By: |
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/s/ Jamie Minieri |
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Name: |
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Title: |
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Authorized Signatory |
[Tenth Amendment – Signature Page]
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BARCLAYS BANK PLC, as a Lender |
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By: |
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/s/ Komal Ramkirath |
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Name: |
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Title: |
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Assistant Vice President |
[Tenth Amendment – Signature Page]
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CITIBANK, N.A., as a Lender |
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By: |
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/s/ David L. Smith |
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Name: |
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Title: |
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Vice President and Director |
[Tenth Amendment – Signature Page]
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Morgan Stanley Bank, N.A., as a Lender |
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By: |
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/s/ Emanuel Ma |
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Name: |
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Title: |
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Authorized Signatory |
[Tenth Amendment – Signature Page]
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Morgan Stanley Senior Funding, Inc., as a Lender |
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By: |
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/s/ Emanuel Ma |
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Name: |
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Title: |
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Vice President |
[Tenth Amendment – Signature Page]
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ROYAL BANK OF CANADA, as a Lender |
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By: |
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/s/ Benjamin Lennon |
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Name: |
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Title: |
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Authorized Signatory |
[Tenth Amendment – Signature Page]
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Bank of America, N.A., as an Issuing Lender and a Lender |
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By: |
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/s/ James Fallahay |
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Name: |
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Title: |
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Senior Vice President |
[Tenth Amendment – Signature Page]
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SOCIETE GENERALE, as a Lender |
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By: |
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/s/ John Hogan |
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Name: |
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Title: |
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Direector |
[Tenth Amendment – Signature Page]
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Wells Fargo Bank, N.A., as a Lender |
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By: |
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/s/ Jake Elliott |
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Name: |
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Title: |
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Authorized Signatory |
[Tenth Amendment – Signature Page]
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/19/19 | 4 | ||
| For Period end: | 12/31/18 | SD | ||
| 12/10/18 | ||||
| 6/10/15 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 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 10/28/19 SEC UPLOAD¶ 11/26/19 2:45K Tesla, Inc. 9/18/19 SEC UPLOAD¶ 11/26/19 2:47K Tesla, Inc. |