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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/21 Tesla, Inc. 10-Q 6/30/21 90:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.63M
2: EX-10.1 Material Contract HTML 54K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
12: R1 Document and Entity Information HTML 79K
13: R2 Consolidated Balance Sheets (Unaudited) HTML 132K
14: R3 Consolidated Balance Sheets (Unaudited) HTML 43K
(Parenthetical)
15: R4 Consolidated Statements of Operations (Unaudited) HTML 143K
16: R5 Consolidated Statements of Operations (Unaudited) HTML 30K
(Parenthetical)
17: R6 Consolidated Statements of Comprehensive Income HTML 51K
(Unaudited)
18: R7 Consolidated Statements of Redeemable HTML 139K
Noncontrolling Interest and Stockholders' Equity
(Unaudited)
19: R8 Consolidated Statements of Redeemable HTML 28K
Noncontrolling Interest and Stockholders' Equity
(Unaudited) (Parenthetical)
20: R9 Consolidated Statements of Cash Flows (Unaudited) HTML 128K
21: R10 Overview HTML 30K
22: R11 Summary of Significant Accounting Policies HTML 376K
23: R12 Digital Assets, Net HTML 31K
24: R13 Intangible Assets HTML 154K
25: R14 Fair Value of Financial Instruments HTML 160K
26: R15 Inventory HTML 54K
27: R16 Property, Plant and Equipment, Net HTML 73K
28: R17 Accrued Liabilities and Other HTML 65K
29: R18 Other Long-Term Liabilities HTML 54K
30: R19 Debt HTML 551K
31: R20 Equity Incentive Plans HTML 115K
32: R21 Commitments and Contingencies HTML 59K
33: R22 Variable Interest Entity Arrangements HTML 99K
34: R23 Segment Reporting and Information about Geographic HTML 125K
Areas
35: R24 Summary of Significant Accounting Policies HTML 407K
(Policies)
36: R25 Summary of Significant Accounting Policies HTML 319K
(Tables)
37: R26 Intangible Assets (Tables) HTML 156K
38: R27 Fair Value of Financial Instruments (Tables) HTML 156K
39: R28 Inventory (Tables) HTML 52K
40: R29 Property, Plant and Equipment, Net (Tables) HTML 63K
41: R30 Accrued Liabilities and Other (Tables) HTML 64K
42: R31 Other Long-Term Liabilities (Tables) HTML 53K
43: R32 Debt (Tables) HTML 536K
44: R33 Equity Incentive Plans (Tables) HTML 102K
45: R34 Variable Interest Entity Arrangements (Tables) HTML 98K
46: R35 Segment Reporting and Information about Geographic HTML 125K
Areas (Tables)
47: R36 Overview - Additional Information (Detail) HTML 30K
48: R37 Summary of Significant Accounting Policies - HTML 61K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
49: R38 Summary of Significant Accounting Policies - HTML 159K
Additional Information (Detail)
50: R39 Summary of Significant Accounting Policies - HTML 32K
Additional Information (Detail1)
51: R40 Summary of Significant Accounting Policies - HTML 37K
Schedule of Lease Receivables Relating to
Sales-Type Leases (Detail)
52: R41 Summary of Significant Accounting Policies - HTML 43K
Schedule of Reconciliation of Basic to Diluted
Weighted Average Shares Used in Computing Net
Income Per Share of Common Stock, as Adjusted to
Give Effect to Stock Split (Detail)
53: R42 Summary of Significant Accounting Policies - HTML 35K
Schedule of Potentially Dilutive Shares that were
Excluded from Computation of Diluted Net Income
(Loss) per Share of Common Stock (Detail)
54: R43 Summary of Significant Accounting Policies - HTML 39K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
55: R44 Summary of Significant Accounting Policies - HTML 36K
Schedule of Accrued Warranty Activity (Detail)
56: R45 Summary of Significant Accounting Policies - HTML 53K
Cumulative Effect of Changes Made on Consolidated
Balance Sheet For Adoption of ASU 2020-06 (Detail)
57: R46 Digital Assets, Net - Additional Information HTML 39K
(Detail)
58: R47 Intangible Assets - Summary of Acquired Intangible HTML 60K
Assets (Detail)
59: R48 Intangible Assets - Total Future Amortization HTML 42K
Expense for Finite-lived Intangible Assets
(Detail)
60: R49 Fair Value of Financial Instruments - Schedule of HTML 50K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
61: R50 Fair Value of Financial Instruments - Schedule of HTML 41K
Interest Rate Swaps Outstanding (Detail)
62: R51 Fair Value of Financial Instruments - Additional HTML 46K
Information (Detail)
63: R52 Fair Value of Financial Instruments - Schedule of HTML 41K
Estimated Fair Values and Carrying Values (Detail)
64: R53 Inventory - Schedule of Inventory (Detail) HTML 39K
65: R54 Inventory - Additional Information (Detail) HTML 33K
66: R55 Property, Plant and Equipment, Net - Additional HTML 41K
Information (Detail)
67: R56 Property, Plant and Equipment, Net - Schedule of HTML 49K
Property, Plant and Equipment, Net (Detail)
68: R57 Accrued Liabilities and Other - Schedule of HTML 45K
Accrued Liabilities and Other Current Liabilities
(Detail)
69: R58 Other Long-Term Liabilities - Schedule of Other HTML 37K
Long-term Liabilities (Detail)
70: R59 Debt - Summary of Debt and Finance Leases (Detail) HTML 152K
71: R60 Debt - 2021 Notes, 2022 Notes and 2024 Notes - HTML 69K
Additional Information (Detail)
72: R61 Debt - 2025 Notes - Additional Information HTML 33K
(Detail)
73: R62 Debt - Automotive Asset-backed Notes and Warehouse HTML 32K
Agreements - Additional Information (Detail)
74: R63 Debt - China Loan Agreements - Additional HTML 31K
Information (Detail)
75: R64 Debt - Automotive Lease-backed Credit Facilities - HTML 30K
Additional Information (Detail)
76: R65 Debt - Solar Revolving Credit Facility and other HTML 30K
Loans - Additional Information (Detail)
77: R66 Debt - Schedule of Interest Expense (Detail) HTML 37K
78: R67 Equity Incentive Plans - Additional Information HTML 71K
(Detail)
79: R68 Equity Incentive Plans - Summary of Operational HTML 74K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
80: R69 Equity Incentive Plans - Summary of Stock-Based HTML 37K
Compensation Expense (Detail)
81: R70 Commitments and Contingencies - Additional HTML 56K
Information (Detail)
82: R71 Variable Interest Entity Arrangements - Carrying HTML 92K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
83: R72 Segment Reporting and Information about Geographic HTML 31K
Areas - Additional Information (Detail)
84: R73 Segment Reporting and Information about Geographic HTML 42K
Areas - Schedule of Total Revenues and Gross
Profit by Reportable Segment (Detail)
85: R74 Segment Reporting and Information about Geographic HTML 39K
Areas - Schedule of Revenues by Geographic Area
(Detail)
86: R75 Segment Reporting and Information about Geographic HTML 33K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
88: XML IDEA XML File -- Filing Summary XML 170K
11: XML XBRL Instance -- tsla-20210630_htm XML 4.97M
87: EXCEL IDEA Workbook of Financial Reports XLSX 128K
10: EX-101.CAL XBRL Calculations -- tsla-20210630_cal XML 202K
8: EX-101.DEF XBRL Definitions -- tsla-20210630_def XML 942K
9: EX-101.LAB XBRL Labels -- tsla-20210630_lab XML 1.70M
7: EX-101.PRE XBRL Presentations -- tsla-20210630_pre XML 1.27M
6: EX-101.SCH XBRL Schema -- tsla-20210630 XSD 270K
89: JSON XBRL Instance as JSON Data -- MetaLinks 457± 719K
90: ZIP XBRL Zipped Folder -- 0000950170-21-000524-xbrl Zip 367K
| EX-10.1 |
Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made.
Exhibit 10.1
Execution Version
AMENDMENT NO. 2
TO
SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 8, 2021, 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 and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and is made in respect of the Second Amended and Restated Loan and Security Agreement, dated as of August 28, 2020, as amended by that certain Amendment No. 1 to Second Amended and Restated Loan and Security Agreement, dated March 15, 2021 (as amended, 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 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:
“‘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 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.”
“‘Subservicing Agreement’ means (i) until such time the agreement terminates by its terms, the Servicing Agreement dated as of December 18, 2013 between [***] as subservicer and the Servicer, as amended, modified or supplemented from time to time and (ii) until such time the agreement terminates by its terms, the Standby Servicing Agreement, dated March 29, 2021, between [***], as standby subservicer, and the Servicer, as amended, modified or supplemented from time to time.”
“(c) Once during each calendar year, in the case of the Administrative Agent and one or more times during each calendar year, in the case of each Group Agent, at such times during normal business hours as are reasonably convenient to the Borrower, and upon reasonable request of the Administrative Agent or such Group Agent, and prior written notice to the Borrower, the Administrative Agent or such Group Agent (or a Person engaged by the Administrative Agent or such Group Agent) may conduct audits and/or visit and inspect any of the properties of the Borrower (including the Servicer and any subservicer) where Lease Documents are located, to examine the Lease Documents, to confirm and verify the existence, amount and status of the Warehouse SUBI Leases, to examine internal controls and procedures maintained by the Borrower, and take copies and extracts therefrom, and to discuss the Borrower’s affairs with its officers and employees, servicers, subservicers and upon prior written notice to the Borrower , independent accountants. In addition to the audits and/or visits and inspections permitted under the preceding sentence, prior to the date that is 60 days following the Closing Date, the Group Agents (or Persons engaged by the Group Agents) may conduct an audit and/or visit and inspect any of the properties of the Borrower (including the Servicer and any subservicer) where Lease Documents are located, during normal business hours as are reasonably convenient to the Borrower, at the expense of the Borrower , to examine the Lease Documents, to confirm and verify the existence, amount and status of the Warehouse SUBI Leases, to examine internal controls and procedures maintained by the Borrower, and take copies and extracts therefrom, and to discuss the Borrower’s affairs with its officers and employees, servicers, subservicers and upon prior written notice to the Borrower, independent accountants. The Borrower hereby authorizes such officers, employees, servicers, subservicers and independent accountants to discuss with the Administrative Agent, the Group Agents and the Back-Up Servicer, the affairs of the Borrower. The Borrower shall reimburse the Administrative Agent, the Group Agents and the Back-Up Servicer for all reasonable out-of-pocket fees, costs and expenses incurred by or on behalf of the Administrative Agent, the Group Agents or the Back-Up Servicer in connection with the foregoing actions promptly upon receipt of a written invoice therefor in connection
with the initial post-closing audit, visit and inspection, the initial audit, visit and inspection by the Administrative Agent (or a Person engaged by the Administrative Agent) in any calendar year, and all audits, visits and inspections made after the occurrence and during the continuation of a Default or an Event of Default. Any audit provided for herein shall be conducted in accordance with Borrower’s reasonable rules respecting safety and security on its premises and without materially disrupting operations. Nothing in this Section 7.02(c) shall affect the obligation of the Borrower to observe any applicable law prohibiting the disclosure of information regarding the Lessees, and the failure of the Borrower to provide access to information as a result of such obligation shall not constitute a breach of this Section 7.02(c).”
“(i) following the occurrence of an Event of Default, the Administrative Agent shall, at the request, or may with the consent, of the Group Agents, terminate TFL or any Affiliate thereof as Servicer pursuant to Section 4.1 of the Warehouse SUBI Servicing Agreement (but may, at the Administrative Agent’s option, retain the services of the then-current subservicer, if any)”.
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/ Jeffrey Munson______________
Name: Jeffrey Munson
Title: President
Signature Page to Amendment No. 2 to Second Amended and Restated Loan and Security Agreement
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent, as a Group Agent and as
a Committed Lender
By: _/s/ Jay Steiner____________________
Name: Jay Steiner
Title: Managing Director
By: _/s/ Kevin Fagan___________________
Name: Kevin Fagan
Title: Director
Signature Page to Amendment No. 2 to Second Amended and Restated Loan and Security Agreement
as a Group Agent and as a Committed Lender
By: _/s/ Peter Hext_____________________
Name: Peter Hext
Title: Vice President
CAFCO, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: _/s/ Peter Hext_____________________
Name: Peter Hext
Title: Vice President
CHARTA, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: _/s/ Peter Hext_____________________
Name: Peter Hext
Title: Vice President
Signature Page to Amendment No. 2 to Second Amended and Restated Loan and Security Agreement
CIESCO, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: _/s/ Peter Hext_____________________
Name: Peter Hext
Title: Vice President
CRC FUNDING, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: _/s/ Peter Hext_____________________
Name: Peter Hext
Title: Vice President
Signature Page to Amendment No. 2 to Second Amended and Restated Loan and Security Agreement
CREDIT SUISSE AG, NEW YORK BRANCH,
as a Group Agent
By: __/s/ Kevin Quinn_________________
Name: Kevin Quinn
Title: Vice President
By: _/s/ Enrique Flores Ruiz____________
Name: Enrique Flores Ruiz
Title: Vice President
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Committed Lender
By: __/s/ Kevin Quinn_________________
Name: Kevin Quinn
Title: Authorized Signatory
By: _/s/ Enrique Flores Ruiz____________
Name: Enrique Flores Ruiz
Title: Authorized Signatory
GIFS CAPITAL COMPANY LLC,
as a Conduit Lender
By: _/s/ Casey D. Fear_________________
Name: Casey D. Fear
Title: Manager
Signature Page to Amendment No. 2 to Second Amended and Restated 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 Second Amended and Restated Loan and Security Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION
as a Group Agent and as a Committed Lender
By: __/s/ Charlie Hinkle_______________
Name: Charlie Hinkle
Title: Vice President
Signature Page to Amendment No. 2 to Second Amended and Restated Loan and Security Agreement
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/27/21 | 4 | ||
| For Period end: | 6/30/21 | 4 | ||
| 6/8/21 | 4 | |||
| 3/29/21 | 4 | |||
| 3/15/21 | 8-K | |||
| 8/28/20 | 8-K | |||
| 12/18/13 | ||||
| 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 |