|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
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 10.48
Confidential Treatment Requested by Tesla, Inc.
AMENDMENT NO. 5
TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 27, 2018, is entered into by and among TESLA 2014 WAREHOUSE SPV LLC, a Delaware limited liability company (the “Borrower”), TESLA FINANCE LLC, a Delaware limited liability company (“TFL”), the Lenders party hereto, the Group Agents party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as paying agent (the “Paying Agent”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and is made in respect of the Amended and Restated Loan and Security Agreement, dated as of August 17, 2017, as amended on October 18, 2017, as further amended on March 23, 2018, as further amended on May 4, 2018, as further amended on August 16, 2018 (the “Loan Agreement”) among the Borrower, TFL, the Lenders party thereto, the Group Agents party thereto, the Administrative Agent and the Paying 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, the Paying Agent 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, the Paying Agent 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)Section 1.01 of the Loan Agreement is hereby amended by deleting in its entirety the following definitions (i) “Finco Administrative Agent”, (ii) “Finco Borrower”, (iii)“Finco Commitment”, (iv)“Finco Facility Limit”, (v) “Finco Group Agent”, (vi) “Finco Lender”, (vii) “Finco Loan” (viii) “Finco Loan Balance”, (ix) “Finco Paying Agent”, (x) “Finco Transaction Documents” and (xi) “Finco Warehouse Agreement”.
(b)Section 1.01 of the Loan Agreement is hereby amended by adding the following definitions thereto in the appropriate alphabetical order:
“2018 Administrative Agent” shall mean the “Administrative Agent,” as such term is defined in the 2018 Warehouse Agreement.
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
“2018 Borrower” shall mean LML 2018 Warehouse SPV, LLC.
“2018 Borrower Default” shall mean the occurrence of any “Event of Default”, as such term is defined in the 2018 Warehouse Agreement.
“2018 Facility Limit” shall mean the “Facility Limit,” as such term is defined in the 2018 Warehouse Agreement.
“2018 Group Agent” shall mean a “Group Agent,” as such term is defined in the 2018 Warehouse Agreement.
“2018 Loan Balance” shall mean the “Loan Balance,” as such term is defined in the 2018 Warehouse Agreement.
“2018 Paying Agent” shall mean the “Paying Agent,” as such term is defined in the 2018 Warehouse Agreement.
“2018 Transaction Documents” shall mean the “Transaction Documents,” as such term is defined in the 2018 Warehouse Agreement.
“2018 Warehouse Agreement” shall mean the Loan and Security Agreement, dated as of December 27, 2018, among the 2018 Borrower, TFL, the 2018 Administrative Agent and the lenders and group agents party thereto, as the same may be amended from time to time.
(c)Section 1.01 of the Loan Agreement is hereby amended by amending the definition of “Retention Requirements” to read as follows:
“Retention Requirements” shall mean each of: (a) Article 405 of the CRR, together with (i) the Commission Delegated Regulation (EU) 625/2014 of 13 March 2014 and any regulatory technical standards, implementing technical standards or related documents published by the European Banking Authority, European Central Bank (or any other successor or replacement agency or authority) and any delegated regulations of the European Commission; and (ii) to the extent informing the interpretation of Article 405 of the CRR, the guidelines and related documents previously published in relation to the preceding European Union risk retention legislation by the European Banking Authority (and/or its predecessor, the Committee of European Banking Supervisors); (b) Article 17 of the AIFMD, as supplemented by Article 51 of the AIFM Regulation; (c) Article 254 Commission Delegated Regulation (EU) 2015/35 (the Solvency II Regulation), (d) in relation to each of the foregoing, any guidance published in relation thereto and any implementing laws or regulations in force in any Member State of the European Union and (e) in each case, any law or regulation superseding or replacing such requirements (or regulatory guidance published in relation thereto).
(d)Section 1.01 of the Loan Agreement is hereby amended by amending the definition of “Transaction Documents” to read as follows:
“Transaction Documents” shall mean the Trust Agreement, the Warehouse SUBI Supplement, the Warehouse SUBI Servicing Agreement, the [***] Subservicing Agreement, the eVault Letter Agreement, the Warehouse SUBI Sale Agreement, this Agreement, the Collateral
2
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
Agency and Security Agreement, the Fee Letter, each Loan Request, each Settlement Statement, each Notice of Warehouse SUBI Lease Allocation, each Interest Rate Hedge and each other agreement, report, certificate or other document delivered by any Tesla Party, Tesla, Inc. or TFL pursuant to or in connection with this Agreement. For the avoidance of doubt, the 2018 Transaction Documents shall not constitute Transaction Documents under this Agreement.
(e)Section 2.11(a) of the Loan Agreement is hereby amended by:
(i)Deleting the lead-in in its entirety and inserting in lieu thereof a new lead-in reading in its entirety as follows:
“So long as no Default or Event of Default shall have occurred and be continuing, TFL may, at the written directions of the Borrower and , the 2018 Borrower, increase the Maximum Facility Limit subject to the following terms and conditions:”
(ii)Deleting clause(i) in its entirety and inserting in lieu thereof a new clause (i) reading in its entirety as follows:
“(i)TFL shall send a written notice (such notice, “Maximum Facility Limit Increase Notice”) to the Administrative Agent (who shall forward the same to the Group Agents) and the 2018 Administrative Agent, which notice shall specify:
(A)the amount by which the Maximum Facility Limit is proposed to be increased (the “Maximum Facility Limit Increase Amount”);
(B)the date on which such increase is proposed to occur (the “Maximum Facility Limit Increase Date”), which Maximum Facility Limit Increase Date shall be not less than thirty (30) days after the date of such Maximum Facility Limit Increase Notice; and
(C)the amount of the Maximum Facility Limit Increase Amount to be allocated to the Facility Limit and the 2018 Facility Limit.”
(f)Section 2.11(b) of the Loan Agreement is hereby amended by deleting Section 2.11(b) in its entirety and inserting in lieu thereof a new Section 2.11(b) reading in its entirety as follows:
“(b)TFL may, at the written directions of the Borrower and the 2018 Borrower, reduce the Maximum Facility Limit subject to the following terms and conditions:
(i)TFL shall send a written notice (such notice, “Maximum Facility Limit Reduction Notice”) signed by an Authorized Signatory to the Administrative Agent (who shall forward the same to the Group Agents) and the 2018 Administrative Agent, which notice shall specify:
3
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
(A)the amount by which the Maximum Facility Limit is proposed to be reduced (the “Maximum Facility Limit Reduction Amount”); provided that, the resulting Maximum Facility Limit after taking into account the Maximum Facility Limit Reduction Amount shall not be less than the sum of the Loan Balance and the 2018 Loan Balance on the Maximum Facility Limit Reduction Date;
(B)the date on which such reduction is proposed to occur (the “Maximum Facility Limit Reduction Date”), which Maximum Facility Limit Reduction Date shall be not less than five (5) Business Days after the date of such Maximum Facility Limit Reduction Notice; and
(C)the amount of the Maximum Facility Limit Reduction Amount that shall reduce the Facility Limit and the 2018 Facility Limit, respectively, provided that the Facility Limit shall not be less than the Loan Balance on the Maximum Facility Limit Reduction Date.
(ii)On each Maximum Facility Limit Reduction Date, the Facility Limit will be reduced by the amount specified in the related Maximum Facility Limit Reduction Notice and each such reduction shall reduce each Lender’s Commitment by its ratable share (based on the Commitments of the Lenders) of the Maximum Facility Limit Reduction Amount.
(iii)No reduction in the Maximum Facility Limit shall occur if after giving effect to such reduction and any repayments of the Loan Balance, the Facility Limit will be less than the Loan Balance.
(iv)On each Maximum Facility Limit Reduction Date, the Administrative Agent shall update its books and records to reflect the updated Maximum Facility Limit, Facility Limit and Commitment of each Lender.”
(g)Section 2.12 of the Loan Agreement is hereby amended by deleting Section 2.12 in its entirety and inserting in lieu thereof a new Section 2.12 reading in its entirety as follows:
“(a)TFL may from time to time, at the written directions of the Borrower and the 2018 Borrower, reallocate the Maximum Facility Limit between the Facility Limit and the 2018 Facility Limit subject to the following terms and conditions:
(i)TFL shall send a written notice (such notice, “Maximum Facility Limit Reallocation Notice”) to the Administrative Agent (who shall forward the same to the Group Agents) and the 2018 Administrative Agent (who shall forward the same to the 2018 Group Agents), which notice shall specify:
(A)the amount of the Maximum Facility Limit that is to be allocated to the Facility Limit and the amount of the Maximum Facility Limit that is to be allocated to the 2018 Facility Limit; provided that, the sum of the Facility Limit and the 2018 Facility Limit shall be equal to the Maximum Facility Limit on the Maximum Facility Limit Reallocation Date (as defined below); and provided,
4
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
further, that the Facility Limit shall not be less than the Loan Balance and the 2018 Facility Limit shall not be less than the 2018 Loan Balance; and
(B)the date on which such reallocation is proposed to occur (the “Maximum Facility Limit Reallocation Date”), which Maximum Facility Limit Reallocation Date shall be not less than ten (10) Business Days after the date of such Maximum Facility Limit Reallocation Notice.
(ii)On each Maximum Facility Limit Reallocation Date, the Facility Limit, and/or the 2018 Facility Limit will be increased or decreased, as applicable, by the amount specified in the related Maximum Facility Limit Reallocation Notice.
(iii)No reduction in the Facility Limit shall occur in connection with the reallocation of the Maximum Facility Limit if after giving effect to such reduction and any repayments of the Loan Balance, the Facility Limit will be less than the Loan Balance. On each Maximum Facility Limit Reallocation Date, the Administrative Agent shall update its books and records to reflect the updated Maximum Facility Limit, Facility Limit and Commitment of each Lender..
(iv)Except as provided in Section 2.12(b), TFL may not reallocate any portion of the 2018 Facility Limit to the Facility Limit without the prior written consent of all Group Agents.
|
(b) |
In addition, on the Recommenced Borrowing Date and on each Payment Date occurring after the Recommenced Borrowing Date, the excess of the 2018 Facility Limit over the aggregate principal amount of the 2018 Loan Balance shall automatically be reallocated from the 2018 Facility Limit to the Facility Limit. |
(h)Section 9.01 of the Loan Agreement is hereby amended by deleting the last sentence of Section 9.01 in its entirety and inserting in lieu thereof a new last sentence reading in its entirety as follows:
“The Administrative Agent shall at all times also be the 2018 Administrative Agent.”
(i)Section 9.11(a)(i) of the Loan Agreement is hereby amended by deleting Section 9.11(a)(i) in its entirety and inserting in lieu thereof a new Section 9.11(a)(i) reading in its entirety as follows:
“(i)The Administrative Agent may, upon at least thirty (30) days’ notice to the Borrower, the Servicer and each Group Agent, resign as Administrative Agent; provided it also resigns as the 2018 Administrative Agent. Except as provided below, such resignation shall not become effective until a successor Administrative Agent is appointed by the Group Agents as a successor Administrative Agent and as a successor 2018 Administrative Agent and has accepted such appointment. If no successor Administrative Agent shall have been so appointed by the Group Agents, within thirty (30) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Group Agents within
5
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
sixty (60) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of the Group Agents, petition a court of competent jurisdiction to appoint a successor Administrative Agent, which successor Administrative Agent shall be either (i) a commercial bank having a combined capital and surplus of at least $250,000,000 and short-term debt ratings of at least “A-1” from S&P and “P-1” from Moody’s or (ii) an Affiliate of such an institution, and in either case shall also be the 2018 Administrative Agent.
(j)Section 9.11(b)(iv) of the Loan Agreement is hereby amended by deleting Section 9.11(b)(iv) in its entirety and inserting in lieu thereof a new Section 9.11(b)(iv) reading in its entirety as follows:
|
“(iv) |
Any successor Paying Agent hereunder, if other than the Borrower, shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of US $250,000,000, and in either case shall also be the 2018 Paying Agent.” |
(k)Section 10.09 of the Loan Agreement is hereby amended by deleting the last sentence in its entirety and inserting in lieu thereof a new last sentence reading in its entirety as follows:
“Each Group Agent shall also act in the same role as a group agent under the 2018 Warehouse Agreement.”
(l)Section 12.10(j) of the Loan Agreement is hereby amended by deleting Section 12.10(j) in its entirety and inserting in lieu thereof a new Section 12.10(j) reading in its entirety as follows:
“(j)Limitation on Assignments and Participations. Notwithstanding anything to the contrary contained in the Transaction Documents, none of the Administration Agent, any Group Agent or any Lender may assign or participate all or any portion of its rights and obligations hereunder unless, contemporaneous with such assignment or participation, such Person makes a pro rata assignment or participation to the same assignee or participant, as the case may be, of the same rights and obligations under the 2018 Warehouse Agreement.”
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 and each other document and certificate to be executed or delivered in connection with 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
6
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
(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.
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 Morgan, Lewis & Bockius LLP, counsel to the Administrative Agent, the Group Agents and the
7
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
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.Consent to Amendment of Warehouse SUBI Servicing Agreement. By execution of this Amendment, the Borrower, the Administrative Agent and the Lenders hereby consent to Amendment No. 2 to Second Amended and Restated Warehouse SUBI Servicing Agreement, dated the date hereof, among Tesla Lease Trust, TFL, as Servicer, and Wells Fargo Bank, National Association, as Back-Up Servicer.
7.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
8.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.
9.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
8
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
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.
|
TESLA 2014 WAREHOUSE SPV LLC, |
||
|
as Borrower |
||
|
|
||
|
By: |
|
/s/ Yaron Klein |
|
Name: |
|
|
|
Title: |
|
Chief Financial Officer/Treasurer |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, |
||
|
as Paying Agent |
||
|
|
||
|
By: |
|
/s/ Rosemary Cabrera |
|
Name: |
|
|
|
Title: |
|
Associate |
|
|
||
|
By: |
|
/s/ Diana Vasconez |
|
Name: |
|
|
|
Title: |
|
Assistant Vice President |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
DEUTSCHE BANK AG, NEW YORK BRANCH, |
||
|
as Administrative Agent, as a Group Agent and as a Committed Lender |
||
|
|
||
|
By: |
|
/s/ Brendon Girardi |
|
Name: |
|
|
|
Title: |
|
Director |
|
|
||
|
By: |
|
/s/ Kevin Fagan |
|
Name: |
|
|
|
Title: |
|
Vice President |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
as a Group Agent and as a Committed Lender |
||
|
|
||
|
By: |
|
/s/ Amy Jo Pitts |
|
Name: |
|
|
|
Title: |
|
Vice President |
|
CAFCO, LLC, |
||
|
as Conduit Lender |
||
|
|
||
|
By: |
|
Citibank, N.A., as Attorney-in-Fact |
|
|
||
|
By: |
|
/s/ Amy Jo Pitts |
|
Name: |
|
|
|
Title: |
|
Vice President |
|
CHARTA, LLC, |
||
|
as Conduit Lender |
||
|
|
||
|
By: |
|
Citibank, N.A., as Attorney-in-Fact |
|
|
||
|
By: |
|
/s/ Amy Jo Pitts |
|
Name: |
|
|
|
Title: |
|
Vice President |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
CIESCO, LLC, |
||
|
as Conduit Lender |
||
|
|
||
|
By: |
|
Citibank, N.A., as Attorney-in-Fact |
|
|
||
|
By: |
|
/s/ Amy Jo Pitts |
|
Name: |
|
|
|
Title: |
|
Vice President |
|
|
||
|
CRC FUNDING, LLC, |
||
|
as Conduit Lender |
||
|
|
||
|
By: |
|
Citibank, N.A., as Attorney-in-Fact |
|
|
||
|
By: |
|
/s/ Amy Jo Pitts |
|
Name: |
|
|
|
Title: |
|
Vice President |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
ROYAL BANK OF CANADA, |
||
|
as a Group Agent and as a Committed Lender |
||
|
|
||
|
By: |
|
/s/ Thomas C. Dean |
|
Name: |
|
|
|
Title: |
|
Authorized Signatory |
|
|
||
|
By: |
|
/s/ Lisa Wang |
|
Name: |
|
|
|
Title: |
|
Authorized Signatory |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
CREDIT SUISSE AG, NEW YORK BRANCH, |
||
|
as a Group Agent |
||
|
|
||
|
By: |
|
/s/ Patrick Duggan |
|
Name: |
|
|
|
Title: |
|
Vice President |
|
|
||
|
By: |
|
/s/ Michael Eaton |
|
Name: |
|
|
|
Title: |
|
Vice President |
|
|
||
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, |
||
|
as a Committed Lender |
||
|
|
||
|
By: |
|
/s/ Patrick Duggan |
|
Name: |
|
|
|
Title: |
|
Authorized Signatory |
|
|
||
|
GIFS CAPITAL COMPANY LLC, |
||
|
as a Conduit Lender |
||
|
|
||
|
By: |
|
/s/ Carey D. Fear |
|
Name: |
|
|
|
Title: |
|
Authorized Signer |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Confidential Treatment Requested by Tesla, Inc.
|
BARCLAYS BANK PLC, |
||
|
as a Group Agent |
||
|
|
||
|
By: |
|
/s/ Chin-Yong Choe |
|
Name: |
|
|
|
Title: |
|
Director |
|
SALISBURY RECEIVABLES COMPANY LLC, |
||
|
as a Conduit Lender |
||
|
|
||
|
By: |
|
Barclays Bank PLC, as attorney-in-fact |
|
|
||
|
By: |
|
/s/ Chin-Yong Choe |
|
Name: |
|
|
|
Title: |
|
Director |
Signature Page to Amendment No. 5 to Amended and Restated Loan and Security Agreement
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/19/19 | 4 | ||
| For Period end: | 12/31/18 | SD | ||
| 12/27/18 | 3, 4, 8-K | |||
| 8/16/18 | 8-K, CORRESP | |||
| 5/4/18 | ||||
| 3/23/18 | ||||
| 10/18/17 | 8-K | |||
| 8/17/17 | 4, 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. |