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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/20 Tesla, Inc. 10-Q 3/31/20 91:14M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.42M
2: EX-10.1 Material Contract HTML 51K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
26: R1 Document and Entity Information HTML 81K
56: R2 Consolidated Balance Sheets (Unaudited) HTML 132K
86: R3 Consolidated Balance Sheets (Unaudited) HTML 47K
(Parenthetical)
38: R4 Consolidated Statements of Operations (Unaudited) HTML 121K
25: R5 Consolidated Statements of Comprehensive Loss HTML 49K
(Unaudited)
55: R6 Consolidated Statements of Redeemable HTML 86K
Noncontrolling Interest and Stockholders' Equity
(Unaudited)
85: R7 Consolidated Statements of Redeemable HTML 34K
Noncontrolling Interest and Stockholders' Equity
(Unaudited) (Parenthetical)
35: R8 Consolidated Statements of Cash Flows (Unaudited) HTML 138K
28: R9 Overview HTML 33K
17: R10 Summary of Significant Accounting Policies HTML 247K
45: R11 Intangible Assets HTML 174K
80: R12 Fair Value of Financial Instruments HTML 164K
69: R13 Inventory HTML 55K
18: R14 Solar Energy Systems, Net HTML 64K
46: R15 Property, Plant and Equipment, Net HTML 69K
81: R16 Accrued Liabilities and Other HTML 74K
70: R17 Other Long-Term Liabilities HTML 58K
16: R18 Debt HTML 481K
47: R19 Equity Incentive Plans HTML 94K
82: R20 Commitments and Contingencies HTML 67K
51: R21 Variable Interest Entity Arrangements HTML 110K
21: R22 Related Party Transactions HTML 40K
31: R23 Segment Reporting and Information about Geographic HTML 92K
Areas
83: R24 Summary of Significant Accounting Policies HTML 284K
(Policies)
52: R25 Summary of Significant Accounting Policies HTML 216K
(Tables)
22: R26 Intangible Assets (Tables) HTML 176K
32: R27 Fair Value of Financial Instruments (Tables) HTML 162K
84: R28 Inventory (Tables) HTML 55K
50: R29 Solar Energy Systems, Net (Tables) HTML 65K
67: R30 Property, Plant and Equipment, Net (Tables) HTML 66K
79: R31 Accrued Liabilities and Other (Tables) HTML 74K
49: R32 Other Long-Term Liabilities (Tables) HTML 58K
20: R33 Debt (Tables) HTML 478K
66: R34 Equity Incentive Plans (Tables) HTML 63K
78: R35 Variable Interest Entity Arrangements (Tables) HTML 111K
48: R36 Related Party Transactions (Tables) HTML 38K
19: R37 Segment Reporting and Information about Geographic HTML 95K
Areas (Tables)
68: R38 Overview - Additional Information (Detail) HTML 31K
76: R39 Summary of Significant Accounting Policies - HTML 56K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
58: R40 Summary of Significant Accounting Policies - HTML 33K
Schedule of Disaggregation of Revenue by Major
Source (Parenthetical) (Detail)
91: R41 Summary of Significant Accounting Policies - HTML 142K
Additional Information (Detail)
34: R42 Summary of Significant Accounting Policies - HTML 33K
Additional Information (Detail1)
24: R43 Summary of Significant Accounting Policies - HTML 66K
Schedule of Computation of Basic and Diluted Net
Income (Loss) Per Sale of Common Stock
Attributable to Common Stockholders (Detail)
57: R44 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)
90: R45 Summary of Significant Accounting Policies - HTML 42K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
33: R46 Summary of Significant Accounting Policies - HTML 37K
Schedule of Accrued Warranty Activity (Detail)
23: R47 Goodwill and Intangible Assets - Summary of HTML 62K
Acquired Intangible Assets (Detail)
60: R48 Goodwill and Intangible Assets - Total Future HTML 44K
Amortization Expense for Finite-lived Intangible
Assets (Detail)
89: R49 Fair Value of Financial Instruments - Schedule of HTML 45K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
72: R50 Fair Value of Financial Instruments - Schedule of HTML 42K
Interest Rate Swaps Outstanding (Detail)
64: R51 Fair Value of Financial Instruments - Additional HTML 46K
Information (Detail)
11: R52 Fair Value of Financial Instruments - Schedule of HTML 43K
Estimated Fair Values and Carrying Values (Detail)
40: R53 Fair Value of Financial Instruments - Schedule of HTML 35K
Estimated Fair Values and Carrying Values
(Parenthetical) (Detail)
73: R54 Inventory - Schedule of Inventory (Detail) HTML 42K
65: R55 Inventory - Additional Information (Detail) HTML 32K
12: R56 Solar Energy Systems, Net - Components of Solar HTML 42K
Energy Systems, Net (Detail)
42: R57 Solar Energy Systems, Net - Components of Solar HTML 32K
Energy Systems, Net (Parenthetical) (Detail)
74: R58 Property, Plant and Equipment, Net - Schedule of HTML 51K
Property, Plant and Equipment, Net (Detail)
63: R59 Property, Plant and Equipment, Net - Additional HTML 43K
Information (Detail)
29: R60 Accrued Liabilities and Other - Schedule of HTML 50K
Accrued Liabilities and Other Current Liabilities
(Detail)
36: R61 Other Long-Term Liabilities - Schedule of Other HTML 40K
Long-term Liabilities (Detail)
87: R62 Debt - Summary of Debt and Finance Leases (Detail) HTML 142K
53: R63 Debt - 2021, 2022 and 2024 Notes - Additional HTML 50K
Information (Detail)
30: R64 Debt - Credit Agreement - Additional Information HTML 36K
(Detail)
37: R65 Debt - Schedule of Interest Expense (Detail) HTML 38K
88: R66 Equity Incentive Plans - Additional Information HTML 138K
(Detail)
54: R67 Equity Incentive Plans - Summary of Operational HTML 58K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
27: R68 Equity Incentive Plans - Summary of Stock-Based HTML 40K
Compensation Expense (Detail)
39: R69 Commitments and Contingencies - Additional HTML 52K
Information (Detail)
44: R70 Variable Interest Entity Arrangements - Carrying HTML 91K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
14: R71 Related Party Transactions - Summary of Related HTML 29K
Party Transactions (Detail)
62: R72 Related Party Transactions - Additional HTML 42K
Information (Detail)
71: R73 Segment Reporting and Information about Geographic HTML 31K
Areas - Additional Information (Detail)
43: R74 Segment Reporting and Information about Geographic HTML 38K
Areas - Schedule of Total Revenues and Gross
Profit by Reportable Segment (Detail)
13: R75 Segment Reporting and Information about Geographic HTML 37K
Areas - Schedule of Revenues by Geographic Area
(Detail)
61: R76 Segment Reporting and Information about Geographic HTML 34K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
59: XML IDEA XML File -- Filing Summary XML 173K
75: XML XBRL Instance -- tsla-10q_20200331_htm XML 4.25M
77: EXCEL IDEA Workbook of Financial Reports XLSX 101K
7: EX-101.CAL XBRL Calculations -- tsla-20200331_cal XML 244K
8: EX-101.DEF XBRL Definitions -- tsla-20200331_def XML 817K
9: EX-101.LAB XBRL Labels -- tsla-20200331_lab XML 1.52M
10: EX-101.PRE XBRL Presentations -- tsla-20200331_pre XML 1.18M
6: EX-101.SCH XBRL Schema -- tsla-20200331 XSD 265K
15: JSON XBRL Instance as JSON Data -- MetaLinks 394± 650K
41: ZIP XBRL Zipped Folder -- 0001564590-20-019931-xbrl Zip 279K
Exhibit 10.1
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LML 2018 wAREHOUSE spv, LLC |
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TESLA 2014 WAREHOUSE SPV LLC |
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Febuary 18, 2020
Lenders under the Loan Agreement
referred to below
Ladies and Gentlemen:
Reference is made to (i) the Loan and Security Agreement, dated as of December 27, 2018 (as amended, restated or otherwise modified prior to the date hereof, the “2018 Loan Agreement”), among LML 2018 Warehouse SPV, LLC (the “2018 Borrower”), as borrower, Tesla Finance LLC (“TFL”), Deutsche Bank Trust Company Americas, as paying agent, Deutsche Bank AG, New York Branch (“DBNY”), as administrative agent, the lenders parties thereto from time to time and the agents parties thereto from time to time and (ii) the Amended and Restated Loan and Security Agreement, dated as of August 17, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “2014 Loan Agreement” and together with the 2018 Loan Agreement, the “Loan Agreements”), among Tesla 2014 Warehouse SPV LLC, a Delaware limited liability company (the “2014 Borrower” and together with the 2018 Borrower, the “Borrowers”), TFL, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as paying agent, and DBNY, as administrative agent. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the 2018 Loan Agreement and/or the 2014 Loan Agreement, as the context requires.
1.Reallocation of Maximum Facility Limit.
On December 31, 2019, the Recommenced TFL Borrowing Date occurred. Pursuant to Section 2.12(b) of the2018 Loan Agreement, on the Recommenced TFL Borrowing Date, any excess of the Facility Limit over the aggregate principal amount was automatically reallocated from the Facility Limit to the TFL Facility Limit.
On February 18, 2020, TFL provided a notice to the Administrative Agent and the TFL Administrative Agent, requesting a reallocation of $190,000,000 of the Maximum Facility Limit from the TFL Facility Limit to the 2018 Facility Limit, such that the TFL Facility Limit would be $809,000,000 and the Facility Limit would be $291,000,000 on February 26, 2020 (the “Maximum Facility Limit Reallocation Date”).
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The Borrowers hereby request that the Group Agents under the Loan Agrements, on behalf of the Lenders of their Group under each of the Loan Agreements, consent (i) to the reallocation of $190,000,000 of the Maximum Facility Limit from the TFL Facility Limit to the 2018 Facility Limit on the Maximum Facility Limit Reallocation Date as required under Section 2.12(a)(iv) and (ii) to the waiver of the requirement that the Maximum Facility Limit Reallocation Date be at least 10 Business Days after the date of the Maximum Facility Limit Reallocation Notice.
Please indicate your consent to the foregoing by countersigning this letter. The foregoing consent and agreement shall become effective (the date of such effectiveness, the “Consent Effective Date”) upon receipt by the Borrowers of this letter countersigned by all the Group Agents under the Loan Agreements.
3.Representations and Warranties.
Each of the 2018 Borrower and 2014 Borrower hereby confirm that each of the representations and warranties made by it in the applicable Loan Agreement is true and correct in all material respects on and as of the date hereof (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). Each of the 2018 Borrower and 2014 Borrower represent and warrant that, as of the date hereof, no Default or Event of Default has occurred and is continuing, and no Default or Event of Default will result after giving effect to the occurrence of the Consent Effective Date.
4.Miscellaneous.
Except as expressly set forth herein, this letter 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 applicable Loan Agreement or any other Transaction Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the applicable Loan Agreement or any other Transaction 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 applicable Loan Agreement or any other Transaction Document in similar or different circumstances.
This letter agreement shall constitute a Transaction Document for purposes of the applicable Loan Agreement and the Transaction Documents. This letter agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of New York.
This letter agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This letter agreement may be delivered by facsimile or other electronic transmission of the relevant signature pages hereof.
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Very truly yours,
LML 2018 WAREHOUSE SPV, LLC
By: ___/s/ Yaron Klein_________________________
Name: Yaron Klein
Title: Treasurer
TESLA 2014 WAREHOUSE SPV LLC, LLC
By: ___/s/ Yaron Klein_________________________
Name: Yaron Klein
Title: Treasurer
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[Signature Page- Letter]
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Consented and agreed to as of
the date first above written:
| Deutsche Bank AG, New York Branch,as Administrative Agent, as Group Agent under the 2018 Loan Agreement and the 2014 Loan AgreementBy:/s/ Timothy P.F. CrowleyName: Timothy P.F. CrowleyTitle:Managing Director
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[Signature Page- Letter]
Consented and agreed to as of
the date first above written:
CITIBANK, N.A., as a Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement
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By: |
/s/ Evelyn Havasi |
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Name:Evelyn Havasi |
[Signature Page- Letter]
Consented and agreed to as of
the date first above written:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement
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By: |
/s/ Kathy Wang |
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Name:Kathy Wang |
[Signature Page- Letter]
Consented and agreed to as of
the date first above written:
CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement
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By: |
/s/ Erin McCutcheon |
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Name:Erin McCutcheon |
Director
[Signature Page- Letter]
Consented and agreed to as of
the date first above written:
BARCLAYS BANK PLC, as a Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement
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By: |
/s/ John McCarthy |
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Name:John McCarthy |
[Signature Page- Letter]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 4/30/20 | 4, 424B5, 8-K | ||
| For Period end: | 3/31/20 | |||
| 2/26/20 | 4 | |||
| 2/18/20 | 4 | |||
| 12/31/19 | 10-K, 10-K/A, CT ORDER, SD | |||
| 12/27/18 | 3, 4, 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 |