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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/02/18 Tesla, Inc. 10-Q 9/30/18 95:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.08M
2: EX-10.1 Material Contract HTML 65K
3: EX-10.2 Material Contract HTML 64K
4: EX-10.3 Material Contract HTML 112K
5: EX-10.4 Material Contract HTML 117K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
15: R1 Document and Entity Information HTML 54K
16: R2 Consolidated Balance Sheets (Unaudited) HTML 157K
17: R3 Consolidated Balance Sheets (Unaudited) HTML 49K
(Parenthetical)
18: R4 Consolidated Statements of Operations (Unaudited) HTML 128K
19: R5 Consolidated Statements of Comprehensive Income HTML 51K
(Loss) (Unaudited)
20: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 150K
21: R7 Overview HTML 33K
22: R8 Summary of Significant Accounting Policies HTML 678K
23: R9 Intangible Assets HTML 188K
24: R10 Fair Value of Financial Instruments HTML 178K
25: R11 Inventory HTML 56K
26: R12 Solar Energy Systems, Leased and To Be Leased - HTML 65K
Net
27: R13 Property, Plant, and Equipment HTML 73K
28: R14 Other Long-Term Liabilities HTML 62K
29: R15 Customer Deposits HTML 33K
30: R16 Convertible and Long-Term Debt Obligations HTML 529K
31: R17 Equity Incentive Plans HTML 107K
32: R18 Commitments and Contingencies HTML 56K
33: R19 Variable Interest Entity Arrangements HTML 119K
34: R20 Related Party Transactions HTML 49K
35: R21 Segment Reporting and Information about Geographic HTML 138K
Areas
36: R22 Restructuring and Other HTML 33K
37: R23 Summary of Significant Accounting Policies HTML 702K
(Policies)
38: R24 Summary of Significant Accounting Policies HTML 620K
(Tables)
39: R25 Intangible Assets (Tables) HTML 189K
40: R26 Fair Value of Financial Instruments (Tables) HTML 177K
41: R27 Inventory (Tables) HTML 55K
42: R28 Solar Energy Systems, Leased and To Be Leased - HTML 68K
Net (Tables)
43: R29 Property, Plant, and Equipment (Tables) HTML 68K
44: R30 Other Long-Term Liabilities (Tables) HTML 61K
45: R31 Convertible and Long-Term Debt Obligations HTML 520K
(Tables)
46: R32 Equity Incentive Plans (Tables) HTML 82K
47: R33 Variable Interest Entity Arrangements (Tables) HTML 119K
48: R34 Related Party Transactions (Tables) HTML 48K
49: R35 Segment Reporting and Information about Geographic HTML 143K
Areas (Tables)
50: R36 Overview - Additional Information (Detail) HTML 33K
51: R37 Summary of Significant Accounting Policies - HTML 183K
Schedule of Impact of New Revenue Standard on
Consolidated Financial Statements (Detail)
52: R38 Summary of Significant Accounting Policies - HTML 127K
Additional Information (Detail)
53: R39 Summary of Significant Accounting Policies - HTML 41K
Schedule of Deferred Revenue Activity (Detail)
54: R40 Summary of Significant Accounting Policies - HTML 53K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
55: R41 Summary of Significant Accounting Policies - HTML 60K
Schedule of Computation of Basic and Diluted Net
Income (Loss) Per Sale of Common Stock
Attributable to Common Stockholders (Detail)
56: R42 Summary of Significant Accounting Policies - HTML 40K
Schedule of Potentially Dilutive Shares that were
Excluded from Computation of Diluted Net Income
(Loss) per Share of Common Stock (Detail)
57: R43 Summary of Significant Accounting Policies - HTML 45K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
58: R44 Summary of Significant Accounting Policies - HTML 42K
Schedule of Accrued Warranty Activity (Detail)
59: R45 Intangible Assets - Summary of Acquired Intangible HTML 67K
Assets (Detail)
60: R46 Intangible Assets - Additional Information HTML 34K
(Detail)
61: R47 Intangible Assets - Total Future Amortization HTML 46K
Expense for Intangible Assets (Detail)
62: R48 Fair Value of Financial Instruments - Schedule of HTML 45K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
63: R49 Fair Value of Financial Instruments - Schedule of HTML 46K
Interest Rate Swaps Outstanding (Detail)
64: R50 Fair Value of Financial Instruments - Additional HTML 37K
Information (Detail)
65: R51 Fair Value of Financial Instruments - Schedule of HTML 50K
Estimated Fair Values and Carrying Values (Detail)
66: R52 Inventory - Schedule of Inventory (Detail) HTML 44K
67: R53 Inventory - Additional Information (Detail) HTML 43K
68: R54 Solar Energy Systems, Leased and To Be Leased - HTML 46K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
69: R55 Solar Energy Systems, Leased and To Be Leased - HTML 36K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Parenthetical) (Detail)
70: R56 Property Plant and Equipment - Schedule of HTML 53K
Property, Plant and Equipment, Net (Detail)
71: R57 Property Plant and Equipment - Additional HTML 65K
Information (Detail)
72: R58 Other Long-Term Liabilities - Schedule of Other HTML 45K
Long-term Liabilities (Detail)
73: R59 Customer Deposits - Additional Information HTML 34K
(Detail)
74: R60 Convertible and Long-Term Debt Obligations - HTML 165K
Summary of Debt (Detail)
75: R61 Convertible and Long-Term Debt Obligations - 2018 HTML 45K
Notes, Bond Hedges and Warrant Transactions -
Additional Information (Detail)
76: R62 Convertible and Long-Term Debt Obligations - HTML 40K
Credit Agreement - Additional Information (Detail)
77: R63 Convertible and Long-Term Debt Obligations - HTML 49K
Related Party Promissory Notes - Additional
Information (Detail)
78: R64 Convertible and Long-Term Debt Obligations - HTML 37K
Warehouse Agreements - Additional Information
(Detail)
79: R65 Convertible and Long-Term Debt Obligations - HTML 35K
Automotive Asset-backed Notes, Series 2018-A -
Additional Information (Detail)
80: R66 Convertible and Long-term Debt Obligations - HTML 41K
Schedule of Interest Incurred (Detail)
81: R67 Equity Incentive Plans - Additional Information HTML 132K
(Detail)
82: R68 Equity Incentive Plans - Summary of Operational HTML 60K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
83: R69 Equity Incentive Plans - Summary of Stock-Based HTML 44K
Compensation Expense (Detail)
84: R70 Commitments and Contingencies - Additional HTML 46K
Information (Detail)
85: R71 Variable Interest Entity Arrangements - Additional HTML 34K
Information (Detail)
86: R72 Variable Interest Entity Arrangements - Carrying HTML 106K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
87: R73 Related Party Balances - Summary of Related Party HTML 42K
Transactions (Detail)
88: R74 Segment Reporting and Information about Geographic HTML 33K
Areas - Additional Information (Detail)
89: R75 Segment Reporting and Information about Geographic HTML 42K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
90: R76 Segment Reporting and Information about Geographic HTML 45K
Areas - Schedule of Revenues by Geographic Area
(Detail)
91: R77 Segment Reporting and Information about Geographic HTML 36K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
92: R78 Restructuring and Other - Additional Information HTML 43K
(Detail)
94: XML IDEA XML File -- Filing Summary XML 178K
93: EXCEL IDEA Workbook of Financial Reports XLSX 117K
9: EX-101.INS XBRL Instance -- tsla-20180930 XML 5.93M
11: EX-101.CAL XBRL Calculations -- tsla-20180930_cal XML 240K
12: EX-101.DEF XBRL Definitions -- tsla-20180930_def XML 826K
13: EX-101.LAB XBRL Labels -- tsla-20180930_lab XML 1.40M
14: EX-101.PRE XBRL Presentations -- tsla-20180930_pre XML 1.16M
10: EX-101.SCH XBRL Schema -- tsla-20180930 XSD 257K
95: ZIP XBRL Zipped Folder -- 0001564590-18-026353-xbrl Zip 276K
Exhibit 10.1
AMENDMENT NO. 3
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 4, 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, 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 (the “Loan Agreement”) among the Borrower, TFL, the Lenders party thereto, the Group Agents party thereto and the Administrative Agent. Defined terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement as amended hereby.
WHEREAS, the Borrower, the Lenders, the Group Agents and the Administrative Agent have agreed to amend the Loan Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Group Agents and the Administrative Agent agree as follows:
1.Amendments to Loan Agreement. Effective as of the Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof:
(a)Section 1.01 of the Loan Agreement is hereby amended by deleting the definition “Interest Rate Hedge Trigger Event” in its entirety and inserting in lieu thereof a new definition of “Interest Rate Hedge Trigger Event” reading in its entirety as follows:
“‘Interest Rate Hedge Trigger Event’ shall mean the Eurodollar Rate is greater than 2.5% per annum for a period of five consecutive Business Days (measured at the close of each such Business Day).”
(b)Section 1.01 of the Loan Agreement is hereby amended by amending the definition of “Required Aggregate Notional Principal Amount” by replacing the reference to “Section 6.01(m)” in clause (a) thereof with “Section 6.01(n)”.
(c)Section 6.01 of the Loan Agreement is hereby amended by amending clause (v) of subsection (n) thereof by replacing the reference to “Section 6.01(m)” with “Section 6.01(n)”.
2.Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction or waiver of the following conditions precedent:
(a)the receipt by the Administrative Agent or its counsel of counterpart signature pages to this Amendment;
(b)no Default, Event of Default or Potential Servicer Default shall have occurred or be continuing, the Termination Date shall not have occurred and no Event of Bankruptcy shall have occurred with respect to TFL or Tesla, Inc.; and
(c)the Administrative Agent and each Group Agent shall have received such other documents, instruments and agreements as the Administrative Agent or such Group Agent may have reasonably requested.
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.
2
(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, any Agent or any Lender, nor constitute a waiver of any provision of the Loan Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5.Costs and Expenses. The Borrower agrees to pay all reasonable and actual costs, fees, and out‑of‑pocket expenses (including the reasonable attorneys’ fees, costs and expenses of Sidley Austin LLP, counsel to the Administrative Agent, the Group Agents and the Lenders) incurred by the Administrative Agent, each Group Agent and each Lender in connection with the preparation, review, execution and enforcement of this Amendment.
6.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
7.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8.Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile (transmitted by telecopier or by email) shall be effective as delivery of a manually executed counterpart of this Amendment.
Remainder of page left intentionally blank
3
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.
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TESLA 2014 WAREHOUSE SPV LLC, |
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as Borrower |
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By: |
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/s/ Yaron Klein |
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Name: |
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Title: |
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Authorized Signatory |
1
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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DEUTSCHE BANK AG, NEW YORK BRANCH, |
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as Administrative Agent, as a Group Agent and as |
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a Committed Lender |
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By: |
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/s/ Kevin Fagan |
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Name: |
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Title: |
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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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Managing Director |
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2
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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CITIBANK, N.A., |
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as a Group Agent and as a Committed Lender |
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By: |
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/s/ Brian Chin |
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Name: |
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Title: |
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Vice President |
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CAFCO, LLC, |
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as Conduit Lender |
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By: |
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Citibank, N.A., as Attorney-in-Fact |
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By: |
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/s/ Brian Chin |
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Name: |
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Title: |
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Vice President |
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CHARTA, LLC, |
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as Conduit Lender |
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By: |
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Citibank, N.A., as Attorney-in-Fact |
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By: |
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/s/ Brian Chin |
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Name: |
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Title: |
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Vice President |
3
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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CIESCO, LLC, |
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as Conduit Lender |
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By: |
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Citibank, N.A., as Attorney-in-Fact |
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By: |
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/s/ Brian Chin |
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Name: |
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Title: |
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Vice President |
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CRC FUNDING, LLC, |
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as Conduit Lender |
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By: |
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Citibank, N.A., as Attorney-in-Fact |
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By: |
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/s/ Brian Chin |
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Name: |
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Title: |
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Vice President |
4
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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BANK OF AMERICA, N.A., |
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as a Group Agent and as a Committed Lender |
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By: |
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Name: |
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Title: |
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Director |
5
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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ROYAL BANK OF CANADA, |
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as a Group Agent and as a Committed Lender |
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By: |
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Name: |
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Title: |
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Authorized Signatory |
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By: |
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/s/ Sofia Shields |
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Name: |
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Title: |
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Authorized Signatory |
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LAKESHORE TRUST, |
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as a Conduit Lender |
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By: |
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/s/ Nur Khan |
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Name: |
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Title: |
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Authorized Signatory |
6
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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CREDIT SUISSE AG, NEW YORK BRANCH, |
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as a Group Agent |
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By: |
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/s/ Patrick Duggan |
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Name: |
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Title: |
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Vice President |
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By: |
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/s/ Patrick J. Hart |
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Name: |
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Title: |
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Vice President |
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, |
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as a Committed Lender |
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By: |
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/s/ Patrick Duggan |
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Name: |
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Title: |
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Vice President |
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By: |
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/s/ Patrick J. Hart |
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Name: |
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Title: |
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Vice President |
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GIFS CAPITAL COMPANY LLC, |
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as a Conduit Lender |
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By: |
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/s/ Chris J. Murray |
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Name: |
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Title: |
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Authorized Signer |
7
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
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as a Group Agent |
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By: |
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/s/ John McCarthy |
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Name: |
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Title: |
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Director |
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SALISBURY RECEIVABLES COMPANY LLC, |
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as a Conduit Lender |
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By: Barclays Bank PLC, as attorney-in-fact |
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By: |
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/s/ John McCarthy |
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Name: |
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Title: |
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Director |
8
Signature Page to Amendment No. 3 to Amended and Restated Loan and Security Agreement
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 11/2/18 | |||
| Filed on: | 11/1/18 | 4 | ||
| For Period end: | 9/30/18 | 8-K | ||
| 5/4/18 | ||||
| 3/23/18 | ||||
| 10/18/17 | 8-K | |||
| 8/17/17 | 4, 8-K | |||
| List all Filings | ||||