AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 15, 2021, 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, 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 Second Amended and Restated Loan and Security Agreement, dated as of August 28, 2020 (the “Loan Agreement”) among the Borrower, TFL, the Lenders party thereto, the Group Agents party thereto, the Administrative Agent and the Paying 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, the Paying Agent 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, the Paying Agent and the Administrative Agent agree as follows:
“(ii) the aggregate Base Residual Value of all Warehouse SUBI Leases that are Eligible Leases scheduled to reach their Lease Maturity Date in any one (1) month exceeds the Single Month Maturity Limit; provided, that this clause (ii) shall not apply during (A) the period beginning on the Effective Date and ending on April 30, 2021 and (B) if a Securitization Take-Out Date occurs during the period beginning on the Amendment Effective Date and ending on June 30, 2021, during the period beginning on such Securitization Take-Out Date and ending on the Payment Date occurring in the fourth (4th) month after the month in which such Securitization Take-Out Date occurs;”
“(iii) the aggregate Base Residual Value of all Warehouse SUBI Leases that are Eligible Leases scheduled to reach their Lease Maturity Date in any 6 consecutive months exceeds the Six Month Maturity Limit; provided, that this clause (iii) shall not apply during (A) the period beginning on the Effective Date and ending on April 30, 2021 and (B) if a Securitization Take-Out Date occurs during the period beginning on the Amendment Effective Date and ending on June 30, 2021, during the period beginning on such Securitization Take-Out Date and ending on the Payment Date occurring in the sixth (6th) month after the month in which such Securitization Take-Out Date occurs;
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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.
TESLA 2014 WAREHOUSE SPV LLC,
as Borrower
By: _/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: President
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Paying Agent
By: /s/ Xxx XxXxxxx
Name: Xxx XxXxxxx
Title: Assistant Vice President
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent, as a Group Agent and as
a Committed Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: MD
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
CITIBANK, N.A.,
as a Group Agent and as a Committed Lender
By: /s/ Xxxxx X Xxxx
Name: Xxxxx Xxxx
Title: Vice President
CAFCO, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
CHARTA, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
XXXXXX, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
CRC FUNDING, LLC,
as Conduit Lender
By: Citibank, N.A., as Attorney-in-Fact
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
CREDIT SUISSE AG, NEW YORK BRANCH,
as a Group Agent
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Director
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Committed Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Authorized Signatory
GIFS CAPITAL COMPANY LLC,
as a Conduit Lender
By: /s/ Xxxxx X. Fear
Name: Xxxxx X. Fear
Title: Manager
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
BARCLAYS BANK PLC,
as a Group Agent
By:/s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx
Title: Director
SALISBURY RECEIVABLES COMPANY LLC,
as a Conduit Lender
By: Barclays Bank PLC, as attorney-in-fact
By: /s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx
Title: Director
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as a Group Agent and as a Committed Lender
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
Signature Page to Amendment No. 1 to Second Amended and Restated Loan and Security Agreement