Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • June 28th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, par value $0.001 (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of up to [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to [ ] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called
Underwriting AgreementUnderwriting Agreement • February 19th, 2020 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
Tesla, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,650,000 shares, par value $0.001, of common stock (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 397,500 additional shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Tesla Motors, Inc.Underwriting Agreement • March 5th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $800,000,000 principal amount of its 0.25% convertible senior notes due 2019 (the “2019 Firm Securities”) and an aggregate of $1,200,000,000 principal amount of its 1.25% convertible senior notes due 2021 (the “2021 Firm Securities” and, together with the 2019 Firm Securities, the “Firm Securities”), each of which shall be convertible into cash or a combination of cash and shares of Common Stock of the Company, par value $0.001 (“Stock,” and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Underwriters, up to an aggregate of $120,000,000 additional principal am
TESLA MOTORS, INC.Restricted Stock Unit Award Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
Unless otherwise defined herein, the terms defined in the Tesla Motors, Inc. 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 20th, 2013 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (“you” or the “Underwriters”) an aggregate of 3,393,793 shares, par value $0.001 (“Stock”) of the Company (the “Firm Shares”) and, at your election, up to 509,069 additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
CREDIT AGREEMENT, dated as of January 20, 2023, among TESLA, INC., The Lenders and Issuing Banks from time to time Party Hereto, CITIBANK, N.A., as Administrative Agent and DEUTSCHE BANK SECURITIES INC., as Syndication Agent CITIBANK, N.A., DEUTSCHE...Credit Agreement • January 31st, 2023 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
CREDIT AGREEMENT, dated as of January 20, 2023, among TESLA, INC., as borrower, the LENDERS and ISSUING BANKS party from time to time hereto, CITIBANK, N.A., as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, GOLDMAN SACHS LENDING PARTNERS LLC, HSBC SECURITIES (USA) INC., MORGAN STANLEY SENIOR FUNDING, INC., SOCIÉTÉ GÉNÉRALE, TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, GOLDMAN SACHS BANK USA, HSBC BANK USA, NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., SOCIÉTÉ GÉNÉRALE, THE TORONTO-DOMINION BANK, NEW YORK BRANCH and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents.
TESLA, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 1st, 2017 • Tesla, Inc. • Motor vehicles & passenger car bodies • California
Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
TESLA MOTORS, INC.Stock Option Award Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
Unless otherwise defined herein, the terms defined in the Tesla Motors, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
SUPPLY AGREEMENT SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and Taiway Ltd.Supply Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indenture TESLA MOTORS, INC. ISSUER and U.S. BANK NATIONAL ASSOCIATION INDENTURE TRUSTEE INDENTURE Dated as ofIndenture • May 15th, 2013 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Indenture dated as of between Tesla Motors, Inc., a Delaware corporation (“Company”), and U.S. Bank National Association, a national banking association, as trustee (“Trustee”).
TESLA MOTORS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
TESLA MOTORS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2010 • Tesla Motors Inc • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • August 19th, 2015 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,694,934 shares, par value $0.001 (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 404,239 additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
INDENTURE Dated as of August 18, 2017 Among TESLA, INC., SOLARCITY CORPORATION, as Initial Guarantor and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.30% SENIOR NOTES DUE 2025Indenture • August 23rd, 2017 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE, dated as of August 18, 2017 among Tesla, Inc., a Delaware corporation, SolarCity Corporation, a Delaware corporation, as Initial Guarantor, and U.S. Bank National Association, a national banking association, as Trustee.
AGREEMENT AND PLAN OF MERGER by and among TESLA, INC., CAMBRIA ACQUISITION CORP., and MAXWELL TECHNOLOGIES, INC., dated as of February 3, 2019Agreement and Plan of Merger • February 20th, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February, 3 2019, is by and among Tesla, Inc., a Delaware corporation (“Parent”), Cambria Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Purchaser”), and Maxwell Technologies, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 29th, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 16, 2019, is entered into by and among TESLA 2014 WAREHOUSE SPV LLC, a Delaware limited liability company (the “Borrower”), 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, and as further amended on December 27, 2018 (the “Loan Agreement”) among the Borrower, Tesla Finance LLC, a Delaware limited liability company (“TFL”), the Lenders party thereto, the Group Agents party thereto, the Administrative Agent a
Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 25th, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,519,656 shares and, at the election of the Underwriters, up to additional shares, par value $0.001, of common stock (“Stock”) of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 2,782,670 shares of Stock. The aggregate of 9,302,326 shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of up to 1,395,348 additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
COMMERCIAL LEASECommercial Lease • January 29th, 2010 • Tesla Motors Inc • California
THIS LEASE is entered into as of July 25, 2007 (the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and TESLA MOTORS, INC., a Delaware corporation (“Tenant”).
TESLA MOTORS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Third Supplemental Indenture Dated as of March 5, 2014 to Indenture Dated as of May 22, 2013 1.25% Convertible Senior Notes due 2021Tesla Motors Inc • March 5th, 2014 • Motor vehicles & passenger car bodies • New York
THIRD SUPPLEMENTAL INDENTURE dated as of March 5, 2014 (this “Supplemental Indenture”) between Tesla Motors, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture, dated as of May 22, 2013, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 21st, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2016 among SolarCity Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).
TESLA, INC.Equity Incentive Plan • March 1st, 2017 • Tesla, Inc. • Motor vehicles & passenger car bodies • California
Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
Tesla, Inc.Underwriting Agreement • May 3rd, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
Tesla, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,600,000,000 principal amount of its 2.00% convertible senior notes due 2024 (the “Firm Securities”), which shall be convertible into cash or a combination of cash and shares of Common Stock of the Company, par value $0.001 (“Stock,” and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Underwriters, up to an aggregate of $240,000,000 additional principal amount of 2.00% convertible senior notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collecti
SUPPLY AGREEMENT SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and Eberspacher (UK) Ltd. [Eberspacher Logo] First DAY OF September, 2006Supply Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTSCredit Agreement • August 4th, 2017 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
AMENDMENT (this “Amendment”), dated as of June 19, 2017, in respect of: (a) the ABL Credit Agreement, dated as of June 10, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Tesla, Inc. (the “Company”, and together with each Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms of the Credit Agreement, collectively, the “U.S. Borrowers”), Tesla Motors Netherlands B.V. (“Tesla B.V.”, and together with each Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Dutch Borrower pursuant to the terms of the Credit Agreement, collectively, the “Dutch Borrowers”; and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) and as Collateral Agent, and the other agents par
GENERAL TERMS AND CONDITIONSGeneral Terms and Conditions • October 11th, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
These General Terms and Conditions (“General Terms”) are entered into effective as of October 1, 2014 (“Effective Date”) by and between Tesla Motors, Inc., a Delaware corporation located at 3500 Deer Creek Road, Palo Alto, California, 94304 (“Tesla”), on the one hand, and Panasonic Corporation (“Seller”), on the other hand. Each Tesla and Seller entity is referred to herein as a “Party” and such entities are collectively referred to herein as the “Parties.”
Voting and Support AgreementVoting and Support Agreement • August 1st, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 31, 2016, by and among the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3 below, collectively, the “Stockholders” and each individually, a “Stockholder”), and SolarCity Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
Exclusivity and Intellectual Property Agreement Between TESLA MOTORS, INC. And DAIMLER NORTH AMERICA CORPORATION May 11, 2009Exclusivity and Intellectual Property Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
This Exclusivity and Intellectual Property Agreement (this “Agreement”) is made as of the 11th day of May, 2009 (the “Effective Date”), by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), on the one hand, and Daimler North America Corporation, a Delaware corporation (“Daimler”), on the other hand (each a “Party” and together the “Parties”).
SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and SANYO Electric Co., Ltd. Mobile Energy Company & Sanyo Energy (USA) Corporation 1st day of February, 2007Supply Agreement • January 29th, 2010 • Tesla Motors Inc • California
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
SECOND AMENDMENT TO THE LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENTLoan Arrangement and Reimbursement Agreement • August 2nd, 2012 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
SECOND AMENDMENT, dated as of June 20, 2012 (this “Amendment”), to the Loan Arrangement and Reimbursement Agreement, dated as of January 20, 2010 (as amended by the First Amendment dated as of June 15, 2011, the Limited Waiver dated as of February 22, 2012, and as further amended hereby and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Arrangement Agreement”), between Tesla Motors, Inc. (the “Borrower”) and the United States Department of Energy (“DOE”). Unless otherwise defined herein, terms defined in the Arrangement Agreement and used herein shall have the meanings given to them in the Arrangement Agreement.
SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and POLYTEC HOLDEN LTD. 13th DAY OF APRIL, 2007Supply Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
TESLA MOTORS, INC. AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT (this “Amendment”) to that certain Registration Rights Agreement, dated as of January 20, 2010 (the “Rights Agreement”), by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), and the United States Department of Energy (“DOE”), is entered into effective as of May 21, 2010 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.
DOE (ATV) TESLA MOTORS, INC.Note Purchase Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
NOTE PURCHASE AGREEMENT made as of January 20, 2010, by and among the FEDERAL FINANCING BANK (“FFB”), a body corporate and instrumentality of the United States of America, TESLA MOTORS, INC. (the “Borrower”), a corporation organized and existing under the laws of the State of Delaware, and the SECRETARY OF ENERGY (the “Secretary”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2020 • Tesla, Inc. • Motor vehicles & passenger car bodies • California
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into, effective as of June 23, 2020 (the “Effective Date”) by and between Elon R. Musk (the “Indemnitor”) and Tesla, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2015 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of November 3, 2015, to that certain ABL Credit Agreement, dated as of June 10, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among Tesla Motors, Inc. (the “Company”, and together with each Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms of the Credit Agreement, collectively, the “U.S. Borrowers”), Tesla Motors Netherlands B.V. (“Tesla B.V.”, and together with each Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Dutch Borrower pursuant to the terms of the Credit Agreement, collectively, the “Dutch Borrowers”; and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”) and as Collateral Agent, and the other agents party thereto.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 23rd, 2018 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 18, 2017, is entered into by and among LML WAREHOUSE SPV, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, the Group Agents party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as paying agent (in such capacity, 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 Loan and Security Agreement, dated as of August 17, 2017 (the “Loan Agreement”) among the Borrower, Tesla Finance LLC, a Delaware limited liability company (“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.
