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. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Second Supplemental Indenture Dated as of March 5, 2014 to Indenture Dated as of May 22, 2013 0.25% Convertible Senior Notes due 2019Second Supplemental Indenture • March 5th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
SECOND 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”).
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 2021Third Supplemental Indenture • March 5th, 2014 • Tesla Motors Inc • 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”).
New York, New York 10179Indemnification Agreement • March 5th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
This letter agreement confirms the terms of the indemnification being provided by J.P. Morgan Securities LLC (“J.P. Morgan”) to Tesla Motors, Inc. (the “Company”) in connection with the Company’s February 2014 offering and sale of convertible senior notes due 2019 and convertible senior notes due 2021 (collectively, the “Securities”).
