FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 20th, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 15, 2016, 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. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of December 15, 2016 (the “Effective Date”), by and among Tesla 2014 Warehouse SPV LLC (the “Borrower”), Tesla Finance LLC, as servicer (“TFL”), the lenders (the “Lenders”) and group agents party thereto from time to time, and Deutsche Bank AG, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the respective meanings assigned such terms in the Loan and Security Agreement, dated August 31, 2016 (as amended heretofore, the “Loan and Security Agreement”), among the Borrower, TFL, Lenders and group agents party thereto from time to time and the Administrative Agent.
Assumption AgreementAssumption Agreement • December 20th, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 15, 2016, is among Tesla 2014 Warehouse SPV LLC (the “Borrower”), CAFCO LLC, as a Conduit Lender, CHARTA LLC, as a Conduit Lender, CIESCO, LLC, as a Conduit Lender, CRC Funding LLC, as a Conduit Lender, (CAFCO LLC, CHARTA LLC, CIESCO, LLC and CRC Funding LLC, each a “New Conduit Lender” and collectively, the “New Conduit Lenders”), Citibank, N.A., as a Related Committed Lender (the “New Committed Lender” and together with the New Conduit Lenders, the “New Lenders”), Citibank, N.A., as group agent for the New Lenders (the “New Group Agent” and together with the New Lenders, the “New Group”) and Deutsche Bank AG, New York Branch (“Deutsche Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), as a Lender and as a Group Agent.
