# embedding_metadata

key: chroma:document
string_value:
369
	million	for	the	conversion	feature.	The	resulting	debt	discount	is	being	amortized	to	interest	expense	at	an
effective	interest	rate	of	
5.96
%.
82


key: chroma:document
string_value:
In	connection	with	the	offering	of	these	notes	in	March	and	April	2014,	we	entered	into	convertible	note	hedge	transactions	whereby	we	had	the	option
to	purchase	
19.2
	million	shares	of	our	common	stock	at	a	price	of	$
71.97
	per	share,	
as	adjusted	to	give	effect	to	the	Stock	Split
.	The	total	cost	of	the	convertible
note	hedge	transactions	was	$
398
	million.	In	addition,	we	sold	warrants	whereby	the	holders	of	the	warrants	have	the	option	to	purchase	
19.2
	million	shares	of
our	common	stock	at	a	price	of	$
112.13
	per	share,	
as	adjusted	to	give	effect	to	the	Stock	Split
.	We	received	$
257
	million	in	total	cash	proceeds	from	the	sales	of
these	warrants.	Taken	together,	the	purchases	of	the	convertible	note	hedges	and	the	sales	of	the	warrants	are	intended	to	reduce	potential	dilution	and/or
cash	payments	from	the	conversion	of	these	notes	and	to	effectively	increase	the	overall	conversion	from	$
71.97
	to	$
112.13
	per	share,	as	adjusted	to	give	effect
to	the	Stock	Split.	As	these	transactions	meet	certain	accounting	criteria,	the	convertible	note	hedges	and	warrants	are	recorded	in	stockholders’	equity	and
are	not	accounted	for	as	derivatives.	The	net	cost	incurred	in	connection	with	the	convertible	note	hedge	and	warrant	transactions	was	recorded	as	a	reduction
to	additional	paid-in	capital	on	the	consolidated	balance	sheet.
During	each	of	the	quarters	of	2020,	the	closing	price	of	our	common	stock	exceeded	
130
%	of	the	applicable	conversion	price	of	the	2021	Notes	on	at
least	
20
	of	the	last	
30


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string_value:
least	
20
	of	the	last	
30
	consecutive	trading	days	of	the	quarter,	causing	the	2021	Notes	to	be	convertible	by	their	holders	during	the	second,	third	and	fourth
quarters	of	2020.	As	the	settlement	of	conversion	of	the	2021	Notes	is	in	cash	for	the	principal	amount	and,	if	applicable,	cash	and/or	shares	of	our	common
stock	for	any	conversion	premium	at	our	election,	we	reclassified	$
3
	million,	representing	the	difference	between	the	aggregate	principal	of	our	2021	Notes	and
the	carrying	value	as	of	December	31,	2020,	as	mezzanine	equity	from	permanent	equity	on	our	consolidated	balance	sheet	as	of	December	31,	2020.	The	debt
discounts	recorded	on	the	2021	Notes	are	recognized	as	interest	expense	through	March	2021	and	early	conversions	have	resulted	in	the	acceleration	of	such
recognition	through	December	31,	2020,	including	the	losses	on	extinguishment	of	debt	appearing	in	the	Interest	Expense	table	below.
During	the	year	ended	December	31,	2020,	$
958
	million	in	aggregate	principal	amount	of	the	2021	Notes	were	converted	for	$
958
	million	in	cash	and
11.1
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	As	a	result,	we	recorded	a	decrease	to	additional	paid-in	capital	of	$
6
million.	The	note	hedges	we	entered	into	in	connection	with	the	issuance	of	the	2021	Notes	were	automatically	settled	with	the	respective	conversions	of	the
notes,	resulting	in	the	receipt	of	
11.1
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.		
The	related	warrants	will	settle	under


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The	related	warrants	will	settle	under
their	terms	after	the	maturity	or	settlement	of	the	related	convertible	debt.	The	remaining	notes	outstanding	are	expected	to	convert	in	the	first	quarter	of
fiscal	year	2021.	As	of	December	31,	2020,	the	if-converted	value	of	the	2021	Notes	exceeds	the	outstanding	principal	amount	by	$
3.71
	billion.
2022	Notes,	Bond	Hedges	and	Warrant	Transactions
In	March	2017,	we	issued	$
978
	million	in	aggregate	principal	amount	of	our	2022	Notes	in	a	public	offering.	The	net	proceeds	from	the	issuance,	after
deducting	transaction	costs,	were	$
966
	million.
As	adjusted	to	give	effect	to	the	Stock	Split,
	each	$
1,000
	of	principal	of	the	2022	Notes	is	convertible	into	
15.2670
	shares	of	our	common	stock,	which	is
equivalent	to	a	conversion	price	of	$
65.50
	per	share,	subject	to	adjustment	upon	the	occurrence	of	specified	events.	Holders	of	the	2022	Notes	may	convert,	at
their	option,	on	or	after	December	15,	2021.	Further,	holders	of	the	2022	Notes	may	convert,	at	their	option,	prior	to	December	15,	2021	only	under	the
following	circumstances:	(1)	during	any	quarter	beginning	after	June	30,	2017,	if	the	closing	price	of	our	common	stock	for	at	least	
20
	trading	days	(whether	or
not	consecutive)	during	the	last	
30
	consecutive	trading	days	immediately	preceding	the	quarter	is	greater	than	or	equal	to	
130
%	of	the	conversion	price;	(2)
during	the	five-business	day	period	following	any	
five


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five
-consecutive	trading	day	period	in	which	the	trading	price	of	the	2022	Notes	is	less	than	
98
%	of	the
product	of	the	closing	price	of	our	common	stock	and	the	applicable	conversion	rate	for	each	day	during	such	five-consecutive	trading	day	period	or	(3)	if	we
make	specified	distributions	to	holders	of	our	common	stock	or	if	specified	corporate	transactions	occur.	Upon	a	conversion,	the	2022	Notes	will	be	settled	in
cash,	shares	of	our	common	stock	or	a	combination	thereof,	at	our	election.	If	a	fundamental	change	occurs	prior	to	the	maturity	date,	holders	of	the	2022
Notes	may	require	us	to	repurchase	all	or	a	portion	of	their	2022	Notes	for	cash	at	a	repurchase	price	equal	to	
100
%	of	the	principal	amount	plus	any	accrued
and	unpaid	interest.	In	addition,	if	specific	corporate	events	occur	prior	to	the	maturity	date,	we	would	increase	the	conversion	rate	for	a	holder	who	elects	to
convert	its	2022	Notes	in	connection	with	such	an	event	in	certain	circumstances.
In	accordance	with	GAAP	relating	to	embedded	conversion	features,	we	initially	valued	and	bifurcated	the	conversion	feature	associated	with	the	2022
Notes.	We	recorded	to	stockholders’	equity	$
146
	million	for	the	conversion	feature.	The	resulting	debt	discount	is	being	amortized	to	interest	expense	at	an
effective	interest	rate	of	
6.00
%.
83


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string_value:
In	connection	with	the	offering	of	the	2022	Notes,	we	entered	into	convertible	note	hedge	transactions	whereby	we	had	the	option	to	purchase
14.9
	million	shares	of	our	common	stock	at	a	price	of	$
65.50
	per	share	
as	adjusted	to	give	effect	to	the	Stock	Split
.	The	cost	of	the	convertible	note	hedge
transactions	was	$
204
	million.	In	addition,	we	sold	warrants	whereby	the	holders	of	the	warrants	have	the	option	to	purchase	
14.9
	million	shares	of	our
common	stock	at	a	price	of	$
131.00
	per	share.	We	received	$
53
	million	in	cash	proceeds	from	the	sale	of	these	warrants.	Taken	together,	the	purchase	of	the
convertible	note	hedges	and	the	sale	of	the	warrants	are	intended	to	reduce	potential	dilution	from	the	conversion	of	the	2022	Notes	and	to	effectively	increase
the	overall	conversion	price	from	$
65.50
	to	$
131.00
	per	share,	as	adjusted	to	give	effect	to	the	Stock	Split.	As	these	transactions	meet	certain	accounting
criteria,	the	convertible	note	hedges	and	warrants	are	recorded	in	stockholders’	equity	and	are	not	accounted	for	as	derivatives.	The	net	cost	incurred	in
connection	with	the	convertible	note	hedge	and	warrant	transactions	was	recorded	as	a	reduction	to	additional	paid-in	capital	on	the	consolidated	balance
sheet.
During	each	of	the	quarters	of	2020,	the	closing	price	of	our	common	stock	exceeded	
130
%	of	the	applicable	conversion	price	of	the	2022	Notes	on	at
least	
20
	of	the	last	
30
	consecutive	trading	days	of	the	quarter,	causing	the	2022	Notes	to	be	convertible	by	their	holders	during	the	second,	third	and	fourth


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string_value:
quarters	of	2020	and	the	first	quarter	of	2021.	As	we	now	expect	to	settle	a	portion	of	the	2022	Notes	in	the	first	quarter	of	2021,	we	reclassified	$
115
	million
of	the	carrying	value	of	the	2022	Notes	from	debt	and	finance	leases,	net	of	current	portion	to	current	portion	of	debt	and	finance	leases	on	our	consolidated
balance	sheet	as	of	December	31,	2020.	Additionally,	we	reclassified	$
5
	million,	representing	the	difference	between	the	current	portion	of	aggregate	principal
of	our	2022	Notes	and	the	current	portion	of	the	carrying	value	as	of	December	31,	2020,	as	mezzanine	equity	from	permanent	equity	on	our	consolidated
balance	sheet	as	of	December	31,	2020.	As	the	settlement	of	conversion	of	the	remainder	of	the	2022	Notes	would	be	in	cash,	shares	of	our	common	stock	or	a
combination	thereof	is	at	our	election,	the	remaining	liability	is	classified	as	non-current.	The	debt	discounts	recorded	on	the	2022	Notes	are	recognized	as
interest	expense	through	March	2022	and	early	conversions	have	resulted	in	the	acceleration	of	such	recognition	through	December	31,	2020,	including	the
losses	on	extinguishment	of	debt	appearing	in	the	Interest	Expense	table	below.
During	the	year	ended	December	31,	2020,	$
474
	million	in	aggregate	principal	amount	of	the	2022	Notes	were	converted	for	$
474
	million	in	cash	and
6.2
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	As	a	result,	we	recorded	a	decrease	to	additional	paid-in	capital	of	$
5


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string_value:
5
million.	The	note	hedges	we	entered	into	in	connection	with	the	issuance	of	the	2022	Notes	were	automatically	settled	with	the	respective	conversions	of	the
2022	Notes,	resulting	in	the	receipt	of	
6.2
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	
The	related	warrants	will	settle
under	their	terms	after	the	maturity	or	settlement	of	the	2022	Notes.	
As	of	December	31,	2020,	the	if-converted	value	of	the	notes	exceeds	the	outstanding
principal	amount	by	$
4.92
	billion.
2024	Notes,	Bond	Hedges	and	Warrant	Transactions
In	May	2019,	we	issued	$
1.84
	billion	in	aggregate	principal	amount	of	our	
2024
	Notes	in	a	public	offering.	The	net	proceeds	from	the	issuance,	after
deducting	transaction	costs,	were	$
1.82
	billion.
As	adjusted	to	give	effect	to	the	Stock	Split,
	each	$
1,000
	of	principal	of	the	2024	Notes	is	convertible	into	
16.1380
	shares	of	our	common	stock,	which	is
equivalent	to	a	conversion	price	of	$
61.97
	per	share,	subject	to	adjustment	upon	the	occurrence	of	specified	events.	Holders	of	the	2024	Notes	may	convert,	at
their	option,	on	or	after	February	15,	2024.	Further,	holders	of	the	2024	Notes	may	convert,	at	their	option,	prior	to	February	15,	2024	only	under	the	following
circumstances:	(1)	during	any	calendar	quarter	commencing	after	September	30,	2019	(and	only	during	such	calendar	quarter),	if	the	last	reported	sale	price	of
our	common	stock	for	at	least	
20


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string_value:
our	common	stock	for	at	least	
20
	trading	days	(whether	or	not	consecutive)	during	a	period	of	
30
	consecutive	trading	days	ending	on	the	last	trading	day	of
immediately	preceding	calendar	quarter	is	greater	than	or	equal	to	
130
%	of	the	conversion	price	on	each	trading	day;	(2)	during	the	five-business	day	period
after	any	
five
-consecutive	trading	day	period	in	which	the	trading	price	per	$1,000	principal	amount	of	the	2024	Notes	for	each	trading	day	of	such	period	is
less	than	
98
%	of	the	product	of	the	last	reported	sale	price	of	our	common	stock	and	the	conversion	rate	on	each	such	trading	day,	or	(3)	if	specified	corporate
events	occur.	Upon	conversion,	the	2024	Notes	will	be	settled	in	cash,	shares	of	our	common	stock	or	a	combination	thereof,	at	our	election.	If	a	fundamental
change	occurs	prior	to	the	maturity	date,	holders	of	the	2024	Notes	may	require	us	to	repurchase	all	or	a	portion	of	their	2024	Notes	for	cash	at	a	repurchase
price	equal	to	
100
%	of	the	principal	amount	plus	any	accrued	and	unpaid	interest.	In	addition,	if	specific	corporate	events	occur	prior	to	the	maturity	date,	we
would	increase	the	conversion	rate	for	a	holder	who	elects	to	convert	its	2024	Notes	in	connection	with	such	an	event	in	certain	circumstances.
In	accordance	with	GAAP	relating	to	embedded	conversion	features,	we	initially	valued	and	bifurcated	the	conversion	feature	associated	with	the	2024
Notes.	We	recorded	to	stockholders’	equity	$
491
	million	for	the	conversion	feature.	The	resulting	debt	discount	is	being	amortized	to	interest	expense	at	an
effective	interest	rate	of	
8.68
%.
84


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string_value:
In	connection	with	the	offering	of	the	2024	Notes,	we	entered	into	convertible	note	hedge	transactions	whereby	we	had	the	option	to	purchase
29.7
	million	shares	of	our	common	stock	at	a	price	of	$
61.97
	per	share	
as	adjusted	to	give	effect	to	the	Stock	Split
.	The	cost	of	the	convertible	note	hedge
transactions	was	$
476
	million.	In	addition,	we	sold	warrants	whereby	the	holders	of	the	warrants	have	the	option	to	purchase	
29.7
	million	shares	of	our
common	stock	at	a	price	of	$
121.50
	per	share,	
as	adjusted	to	give	effect	to	the	Stock	Split
.	We	received	$
174
	million	in	cash	proceeds	from	the	sale	of	these
warrants.	Taken	together,	the	purchase	of	the	convertible	note	hedges	and	the	sale	of	the	warrants	are	intended	to	reduce	potential	dilution	from	the
conversion	of	the	2024	Notes	and	to	effectively	increase	the	overall	conversion	price	from	$
61.97
	to	$
121.50
	per	share.	As	these	transactions	meet	certain
accounting	criteria,	the	convertible	note	hedges	and	warrants	are	recorded	in	stockholders’	equity	and	are	not	accounted	for	as	derivatives.	The	net	cost
incurred	in	connection	with	the	convertible	note	hedge	and	warrant	transactions	was	recorded	as	a	reduction	to	additional	paid-in	capital	on	the	consolidated
balance	sheet.
During	each	of	the	quarters	of	2020,	the	closing	price	of	our	common	stock	exceeded	
130
%	of	the	applicable	conversion	price	of	the	2024	Notes	on	at
least	
20
	of	the	last	
30
	consecutive	trading	days	of	the	quarter,	causing	the	2024	Notes	to	be	convertible	by	their	holders	during	the	second,	third	and	fourth


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string_value:
quarters	of	2020	and	the	first	quarter	of	2021.	As	we	now	expect	to	settle	a	portion	of	the	2024	Notes	in	the	first	quarter	of	2021,	we	reclassified	
$
171
	million,
of	the	carrying	value	of	the	2024	Notes	from	debt	and	finance	leases,	net	of	current	portion	to	current	portion	of	debt	and	finance	leases	on	our	consolidated
balance	sheet	as	of	December	31,	2020.	Additionally,	we	reclassified	$
43
	million,	representing	the	difference	between	the	current	portion	of	aggregate
principal	of	our	2024	Notes	and	the	current	portion	of	the	carrying	value	as	of	December	31,	2020,	as	mezzanine	equity	from	permanent	equity	on	our
consolidated	balance	sheet	as	of	December	31,	2020.	As	the	settlement	of	conversion	of	the	remainder	of	the	2024	Notes	would	be	in	cash,	shares	of	our
common	stock	or	a	combination	thereof	is	at	our	election,	the	remaining	liability	is	classified	as	non-current.	The	debt	discounts	recorded	on	the	2024	Notes	are
recognized	as	interest	expense	through	May	2024	and	early	conversions	have	resulted	in	the	acceleration	of	such	recognition	through	December	31,	2020,
including	the	losses	on	extinguishment	of	debt	appearing	in	the	Interest	Expense	table	below.
During	the	year	ended	December	31,	2020,	$
558
	million	in	aggregate	principal	amount	of	the	2024	Notes	were	converted	for	$
558
	million	in	cash	and
8.0
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	As	a	result,	we	recorded	a	decrease	to	additional	paid-in	capital	of	$
31


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string_value:
31
million.	The	note	hedges	we	entered	into	in	connection	with	the	issuance	of	the	2024	Notes	were	automatically	settled	with	the	respective	conversions	of	the
2024	Notes,	resulting	in	the	receipt	of	
8.0
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	
The	related	warrants	will	settle
under	their	terms	after	the	maturity	or	settlement	of	the	2024	Notes.	
As	of	December	31,	2020,	the	if-converted	value	of	the	notes	exceeds	the	outstanding
principal	amount	by	$
13.32
	billion.
2025	Notes
In	August	2017,	we	issued	$
1.80
	billion	in	aggregate	principal	amount	of	the	2025	Notes	pursuant	to	Rule	144A	and	Regulation	S	under	the	Securities
Act.	The	net	proceeds	from	the	issuance,	after	deducting	transaction	costs,	were	$
1.77
	billion.
Credit	Agreement
In	June	2015,	we	entered	into	a	senior	asset-based	revolving	credit	agreement	(as	amended	from	time	to	time,	the	“Credit	Agreement”)	with	a	syndicate
of	banks.	Borrowed	funds	bear	interest,	at	our	option,	at	an	annual	rate	of	(a)	
1
%	plus	LIBOR	or	(b)	the	highest	of	(i)	the	federal	funds	rate	plus	
0.50
%,	(ii)	the
lenders’	“prime	rate”	or	(iii)	1%	plus	LIBOR.	The	fee	for	undrawn	amounts	is	
0.25
%	per	annum.	The	Credit	Agreement	is	secured	by	certain	of	our	accounts
receivable,	inventory	and	equipment.	Availability	under	the	Credit	Agreement	is	based	on	the	value	of	such	assets,	as	reduced	by	certain	reserves.


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string_value:
In	March	2020,	we	upsized	the	Credit	Agreement	by	$
100
	million,	which	matures	
July	2023
,	to	$
2.525
	billion.	In	June	2020,	$
197
	million	of	commitment
under	the	Credit	Agreement	expired	in	accordance	with	its	terms	and	the	total	commitment	decreased	to	$
2.328
	billion
	
		.
	
								
Zero-Coupon	Convertible	Senior	Notes	due	in	2020
In	December	2015,	SolarCity	Corporation	(“SolarCity”)	issued	$
113
	million	in	aggregate	principal	amount	of	
Zero
-Coupon	Convertible	Senior	Notes	due
on	
December	1,	2020
	in	a	private	placement.	$
13
	million	of	these	notes	were	issued	to	related	parties.
85


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string_value:
As	adjusted	to	give	effect	to	the	Stock	Split,
	each	$
1,000
	of	principal	of	these	notes	was	convertible	into	
16.6665
	shares	of	our	common	stock,	which	is
equivalent	to	a	conversion	price	of	$
60.00
	per	share	(subject	to	adjustment	upon	the	occurrence	of	specified	events	related	to	dividends,	tender	offers	or
exchange	offers).	The	maximum	conversion	rate	is	capped	at	
21.1538
	shares	for	each	$1,000	of	principal	of	these	notes,	which	is	equivalent	to	a	minimum
conversion	price	of	$
47.27
	per	share.	The	convertible	senior	notes	do	not	have	a	cash	conversion	option.	
The	holders	of	these	notes	were	able	to	require	us	to
repurchase	their	notes	for	cash	only	under	certain	defined	fundamental	changes.	On	or	after	June	30,	2017,	these	notes	are	redeemable	by	us	in	the	event	that
the	closing	price	of	our	common	stock	exceeds	
200
%	of	the	conversion	price	for	
45
	consecutive	trading	days	ending	within	three	trading	days	of	such
redemption	notice	at	a	redemption	price	equal	to	
100
%	of	the	principal	amount	plus	any	accrued	and	unpaid	interest.
During	the	year	ended	December	31,	2020,	$
103
	million	in	aggregate	principal	amount	of	these	notes	were	converted	for	
1.7
	
	million	shares	of	our
common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	As	a	result,	we	recorded	an	increase	to	additional	paid-in	capital	of	$
101
	million.	
	
Solar	Bonds	and	other	Loans


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Solar	Bonds	and	other	Loans
Solar	Bonds	are	senior	unsecured	obligations	that	are	structurally	subordinate	to	the	indebtedness	and	other	liabilities	of	our	subsidiaries.	Solar	Bonds
were	issued	under	multiple	series	with	various	terms	and	interest	rates.	Additionally,	we	have	assumed	the	
5.50
%	Convertible	Senior	Notes	due	in	2022	issued
by	Maxwell	(the	“Maxwell	Notes”),	which	are	convertible	into	shares	of	our	common	stock	as	a	result	of	our	acquisition	of	Maxwell.	As	of	December	31,	2020,
the	if-converted	value	of	the	Maxwell	Notes	exceeds	the	outstanding	principal	amount	by	$
447
	million.
Automotive	Asset-backed	Notes
From	time	to	time,	we	transfer	receivables	or	beneficial	interests	related	to	certain	leased	vehicles	into	special	purpose	entities	(“SPEs”)	and	issue
Automotive	Asset-backed	Notes,	backed	by	these	automotive	assets	to	investors.	The	SPEs	are	consolidated	in	the	financial	statements.	The	cash	flows
generated	by	these	automotive	assets	are	used	to	service	the	principal	and	interest	payments	on	the	Automotive	Asset-backed	Notes	and	satisfy	the	SPEs’
expenses,	and	any	remaining	cash	is	distributed	to	the	owners	of	the	SPEs.	We	recognize	revenue	earned	from	the	associated	customer	lease	contracts	in
accordance	with	our	revenue	recognition	policy.	The	SPEs’	assets	and	cash	flows	are	not	available	to	our	other	creditors,	and	the	creditors	of	the	SPEs,
including	the	Automotive	Asset-backed	Note	holders,	have	no	recourse	to	our	other	assets.	A	third	party	contracted	with	us	to	provide	administrative	and
collection	services	for	these	automotive	assets.


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collection	services	for	these	automotive	assets.
In	August	2020,	we	transferred	beneficial	interests	related	to	certain	leased	vehicles	into	an	SPE	and	issued	$
709
	million	in	aggregate	principal	amount
of	Automotive	Asset-backed	Notes,	with	terms	similar	to	our	other	Automotive	Asset-backed	Notes.	The	proceeds	from	the	issuance,	net	of	discounts	and	fees,
were	$
706
	million.
Solar	Asset-backed	Notes
From	time	to	time,	our	subsidiaries	pool	and	transfer	either	qualifying	solar	energy	systems	and	the	associated	customer	contracts	or	our	interests	in
certain	financing	funds	into	SPEs	and	issue	Solar	Asset-backed	Notes	backed	by	these	solar	assets	or	interests	to	investors.	The	SPEs	are	wholly	owned	by	us
and	are	consolidated	in	the	financial	statements.	The	cash	flows	generated	by	these	solar	assets	or	distributed	by	the	underlying	financing	funds	to	certain
SPEs	are	used	to	service	the	principal	and	interest	payments	on	the	Solar	Asset-backed	Notes	and	satisfy	the	SPEs’	expenses,	and	any	remaining	cash	is
distributed	to	us.	We	recognize	revenue	earned	from	the	associated	customer	contracts	in	accordance	with	our	revenue	recognition	policy.	The	SPEs’	assets
and	cash	flows	are	not	available	to	our	other	creditors,	and	the	creditors	of	the	SPEs,	including	the	Solar	Asset-backed	Note	holders,	have	no	recourse	to	our
other	assets.	We	contracted	with	the	SPEs	to	provide	operations	&	maintenance	and	administrative	services	for	the	solar	energy	systems.	As	of	December	31,
2020,	solar	assets	pledged	as	collateral	for	Solar	Asset-backed	Notes	had	a	carrying	value	of	$
660


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660
	million	and	are	included	within	solar	energy	systems,	net,	on
the	consolidated	balance	sheet.
China	Loan	Agreements
In	September	2019,	one	of	our	subsidiaries	entered	into	a	loan	agreement	with	a	lender	in	China	for	an	unsecured	12-month	revolving	facility	of	up	to
RMB	
5.0
	billion	(or	the	equivalent	drawn	in	U.S.	dollars),	to	
finance	vehicles	in-transit	to	China	(the	“In-transit	Finance	Facility”)
.	Borrowed	funds	incurred
interest	at	an	annual	rate	no	greater	than	
90
%	of	the	one-year	rate	published	by	the	People’s	Bank	of	China.	The	loan	facility	is	non-recourse	to	our	assets.	In
September	2020,	the	In-transit	Finance	Facility	matured.
86


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In	December	2019,	one	of	our	subsidiaries	entered	into	loan	agreements	with	a	syndicate	of	lenders	in	China	for:	(i)	a	secured	term	loan	facility	of	up	to
RMB	
9.0
	billion	or	the	equivalent	amount	drawn	in	U.S.	dollars	(the	“Fixed	Asset	Facility”)	and	(ii)	an	unsecured	revolving	loan	facility	of	up	to	RMB	
2.25
	billion
or	the	equivalent	amount	drawn	in	U.S.	dollars	(the	“Working	Capital	Facility”),	in	each	case	to	be	used	in	connection	with	our	construction	of	and	production
at	our	Gigafactory	Shanghai.	
Outstanding	borrowings	pursuant	to	the	Fixed	Asset	Facility	accrue	interest	at	a	rate	equal	to:	(i)	for	RMB-denominated	loans,	the
market	quoted	interest	rate	published	by	the	People’s	Bank	of	China	minus	
0.7625
%,	and	
(ii)	for	U.S.	dollar-denominated	loans,	the	sum	of	one-year	LIBOR	plus
1.3
%
.	Outstanding	borrowings	pursuant	to	the	Working	Capital	Facility	incurred	interest	at	a	rate	equal	to	the	market	quoted	interest	rate	published	by	the
People’s	Bank	of	China	minus	
0.4525
	
%.	The	Fixed	Asset	Facility	is	secured	by	certain	real	property	relating	to	Gigafactory	Shanghai	and	both	facilities	are
non-recourse	to	our	other	assets.	In	December	2020,	the	Working	Capital	Facility	matured.
In	May	2020,	one	of	our	subsidiaries	entered	into	an	additional	Working	Capital	Loan	Contract	(the	“2020	China	Working	Capital	Facility”)	with	a	lender
in	China	for	an	unsecured	revolving	facility	of	up	to	RMB	
4.00


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4.00
	billion	(or	the	equivalent	amount	drawn	in	U.S.	dollars),	to	be	used	for	expenditures	related	to
production	at	our	Gigafactory	Shanghai.	Borrowed	funds	bear	interest	at	an	annual	rate	of:	(i)	for	RMB-denominated	loans,	
the	market	quoted	interest	rate
published	by	an	authority	designated	by	the	People’s	Bank	of	China	minus	
0.35
%,
	
(ii)	for	U.S.	dollar-denominated	loans,	the	sum	of	one-year	LIBOR	plus
0.8
%.
	The	2020	China	Working	Capital	Facility	is	non-recourse	to	our	assets	and	is	scheduled	to	mature	in	
June	2021
,	the	first	anniversary	of	the	first
borrowing	under	the	loan.
Cash	Equity	Debt
In	connection	with	the	cash	equity	financing	deals	closed	in	2016,	our	subsidiaries	issued	$
502
	million	in	aggregate	principal	amount	of	debt	that	bears
interest	at	fixed	rates.	This	debt	is	secured	by,	among	other	things,	our	interests	in	certain	financing	funds	and	is	non-recourse	to	our	other	assets.
Solar	Loan-backed	Notes
In	January	2016	and	January	2017,	our	subsidiaries	pooled	and	transferred	certain	MyPower	customer	notes	receivable	into	two	SPEs	and	issued
$
330
	million	in	aggregate	principal	amount	of	Solar	Loan-backed	Notes,	backed	by	these	notes	receivable	to	investors.	
Accordingly,	we	did	not	recognize	a	gain
or	loss	on	the	transfer	of	these	notes	receivable.	
The	SPEs	are	wholly	owned	by	us	and	are	consolidated	in	the	financial	statements.	The	payments	received	by


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the	SPEs	from	these	notes	receivable	are	used	to	service	the	semi-annual	principal	and	interest	payments	on	the	Solar	Loan-backed	Notes	and	satisfy	the	SPEs’
expenses,	and	any	remaining	cash	is	distributed	to	us.	The	SPEs’	assets	and	cash	flows	are	not	available	to	our	other	creditors,	and	the	creditors	of	the	SPEs,
including	the	Solar	Loan-backed	Note	holders,	have	no	recourse	to	our	other	assets.
Warehouse	Agreements
In	August	2016,	our	subsidiaries	entered	into	a	loan	and	security	agreement	(as	amended	from	time	to	time,	the	“2016	Warehouse	Agreement”)	for
borrowings	secured	by	the	future	cash	flows	arising	from	certain	leases	and	the	associated	leased	vehicles.	On	August	17,	2017,	the	2016	Warehouse
Agreement	was	amended	to	modify	the	interest	rates	and	extend	the	availability	period	and	the	maturity	date,	and	our	subsidiaries	entered	into	another	loan
and	security	agreement	(the	“2017	Warehouse	Agreement”)	with	substantially	the	same	terms	as	and	that	shared	the	same	committed	amount	with	the	2016
Warehouse	Agreement.	On	August	16,	2018,	the	2016	Warehouse	Agreement	and	2017	Warehouse	Agreement	were	amended	to	extend	the	availability	periods
thereunder	from	August	17,	2018	to	August	16,	2019	and	extend	the	maturity	dates	from	
September	2019
	to	
September	2020
.	On	December	28,	2018,	our
subsidiaries	terminated	the	2017	Warehouse	Agreement	after	having	fully	repaid	all	obligations	thereunder,	and	entered	into	a	third	loan	and	security


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agreement	with	substantially	the	same	terms	as	and	that	shared	the	same	committed	amount	with	the	2016	Warehouse	Agreement	(the	“2018	Warehouse
Agreement”).	We	refer	to	these	agreements	together	as	the	“Warehouse	Agreements”.	Amounts	drawn	under	the	Warehouse	Agreements	generally	bear	or
bore	interest	at	a	fixed	margin	above	(i)	LIBOR	or	(ii)	the	commercial	paper	rate.	The	Warehouse	Agreements	are	or	were	non-recourse	to	our	other	assets.
In	August	2020,	one	of	our	subsidiaries	terminated	the	2018	Warehouse	Agreement	after	having	fully	repaid	all	obligations	thereunder,	leaving	the	2016
Warehouse	Agreement	as	the	only	remaining	Warehouse	Agreement.	In	August	2020,	we	further	amended	and	restated	the	2016	Warehouse	Agreement	to
extend	the	maturity	date	to	September	2022.	The	2016	Warehouse	Agreement	currently	has	an	aggregate	lender	commitment	of	$
1.10
	billion,	the	same	amount
as	the	aggregate	lender	commitment	previously	shared	with	the	2018	Warehouse	Agreement	prior	to	the	termination	of	the	latter.
Pursuant	to	the	Warehouse	Agreements,	an	undivided	beneficial	interest	in	the	future	cash	flows	arising	from	certain	leases	and	the	related	leased
vehicles	has	been	sold	for	legal	purposes	but	continues	to	be	reported	in	the	consolidated	financial	statements.	The	interest	in	the	future	cash	flows	arising
from	these	leases	and	the	related	vehicles	is	not	available	to	pay	the	claims	of	our	creditors	other	than	pursuant	to	obligations	to	the	lenders	under	the
Warehouse	Agreements.
	
Any	excess	cash	flows	not	required	to	pay	obligations	under	the	Warehouse	Agreements	are	or	were	available	for	distributions.
	
	
87


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Solar	Term	Loans
Our	subsidiaries	have	entered	into	agreements	for	term	loans	with	various	financial	institutions.	
The	term	loans	are	secured	by	substantially	all	of	the
assets	of	the	subsidiaries,	including	its	interests	in	certain	financing	funds,	and	are	non-recourse	to	our	other	assets
.	
Automotive	Lease-backed	Credit	Facilities
In	December	2016,	one	of	our	subsidiaries	entered	into	a	credit	agreement	(the	“Canada	Credit	Facility”)	with	a	bank	for	borrowings	secured	by	our
interests	in	certain	vehicle	leases.	In	December	2017	and	December	2018,	the	Canada	Credit	Facility	was	amended	to	add	our	interests	in	additional	vehicle
leases	as	collateral,	allowing	us	to	draw	additional	funds.	Amounts	drawn	under	the	Canada	Credit	Facility	bear	interest	at	fixed	rates.	The	Canada	Credit
Facility	is	non-recourse	to	our	other	assets.
In	September	2020,	an	SPE	entered	into	a	revolving	credit	facility	with	a	bank	for	borrowings	secured	by	the	beneficial	interests	related	to	certain
leased	vehicles	that	we	transferred	to	the	SPE.	Amounts	drawn	under	this	facility	bear	interest	at	
1.85
%	plus	LIBOR	and	are	non-recourse	to	our	other	assets.
Solar	Revolving	Credit	Facility	and	other	Loans
We	have	entered	into	various	solar	revolving	credit	facility	and	other	loan	agreements	with	various	financial	institutions.	
	
The	solar	revolving	credit
facility	is	secured	by	certain	assets	of	the	subsidiary	and	is	non-recourse	to	our	other	assets.
Interest	Expense


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Interest	Expense
The	following	table	presents	the	interest	expense	related	to	the	contractual	interest	coupon,	the	amortization	of	debt	issuance	costs,	the	amortization	of
debt	discounts
	and	losses	on	extinguishment	of	debt
	on	our	convertible	senior	notes	with	cash	conversion	features,	which	include	the	1.50%	Convertible	Senior
Notes	due	in	2018	(matured	in	June	2018),	the	2019	Notes	(matured	in	March	2019),	the	2021	Notes,	the	2022	Notes	and	the	2024	Notes	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Contractual	interest	coupon
	
$
73
	
	
$
65
	
	
$
43
	
Amortization	of	debt	issuance	costs
	
	
7
	
	
	
7
	
	
	
7
	
Amortization	of	debt	discounts
	
	
173
	
	
	
148
	
	
	
123
	
Losses	on	extinguishment	of	debt
	
	
105
	
	
	
—
	
	
	
—
	
Total
	
$
358
	
	
$
220
	
	
$
173
	
	
Pledged	Assets
As	of	December	31,	2020	and	2019,	we	had	pledged	or	restricted	
$
6.04
	billion	and	$
5.72
	billion	of	our	assets	(consisting	principally	of	restricted	cash,
receivables,	inventory,	SRECs,	solar	energy	systems,	operating	lease	vehicles,	land	use	rights,	property	and	equipment,	and	equity	interests	in	certain	SPEs)	as
collateral	for	our	outstanding	debt.
Schedule	of	Principal	Maturities	of	Debt


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Schedule	of	Principal	Maturities	of	Debt
The	future	scheduled	principal	maturities	of	debt	as	of	December	31,	2020	were	as	follows	(in	millions):
	
	
	
Recourse	debt
	
	
Non-recourse	debt
	
	
Total
	
2021
	
$
760
	
	
$
1,058
	
	
$
1,818
	
2022
	
	
427
	
	
	
1,508
	
	
	
1,935
	
2023
	
	
1,895
	
	
	
511
	
	
	
2,406
	
2024
	
	
1,068
	
	
	
783
	
	
	
1,851
	
2025
	
	
1,804
	
	
	
175
	
	
	
1,979
	
Thereafter
	
	
3
	
	
	
577
	
	
	
580
	
Total
	
$
5,957
	
	
$
4,612
	
	
$
10,569
	
	
	
88


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Note	13	–	Leases
We	have	entered	into	various	operating	and	finance	lease	agreements	for	certain	of	our	offices,	manufacturing	and	warehouse	facilities,	retail	and
service	locations,	equipment,	vehicles,	and	solar	energy	systems,	worldwide.	We	determine	if	an	arrangement	is	a	lease,	or	contains	a	lease,	at	inception	and
record	the	leases	in	our	financial	statements	upon	lease	commencement,	which	is	the	date	when	the	underlying	asset	is	made	available	for	use	by	the	lessor.
We	have	lease	agreements	with	lease	and	non-lease	components,	and	have	elected	to	utilize	the	practical	expedient	to	account	for	lease	and	non-lease
components	together	as	a	single	combined	lease	component,	from	both	a	lessee	and	lessor	perspective	with	the	exception	of	direct	sales-type	leases	and
production	equipment	classes	embedded	in	supply	agreements.	From	a	lessor	perspective,	the	timing	and	pattern	of	transfer	are	the	same	for	the	non-lease
components	and	associated	lease	component	and,	the	lease	component,	if	accounted	for	separately,	would	be	classified	as	an	operating	lease.
We	have	elected	not	to	present	short-term	leases	on	the	consolidated	balance	sheet	as	these	leases	have	a	lease	term	of	12	months	or	less	at	lease
inception	and	do	not	contain	purchase	options	or	renewal	terms	that	we	are	reasonably	certain	to	exercise.	All	other	lease	assets	and	lease	liabilities	are
recognized	based	on	the	present	value	of	lease	payments	over	the	lease	term	at	commencement	date.	Because	most	of	our	leases	do	not	provide	an	implicit	rate
of	return,	we	used	our	incremental	borrowing	rate	based	on	the	information	available	at	lease	commencement	date	in	determining	the	present	value	of	lease
payments.


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payments.
Our	leases,	where	we	are	the	lessee,	often	include	options	to	extend	the	lease	term	for	up	to	
10
	years
.	Some	of	our	leases	also	include	options	to
terminate	the	lease	prior	to	the	end	of	the	agreed	upon	lease	term.	For	purposes	of	calculating	lease	liabilities,	lease	terms	include	options	to	extend	or
terminate	the	lease	when	it	is	reasonably	certain	that	we	will	exercise	such	options.
Lease	expense	for	operating	leases	is	recognized	on	a	straight-line	basis	over	the	lease	term	as	cost	of	revenues	or	operating	expenses	depending	on	the
nature	of	the	leased	asset.	Certain	operating	leases	provide	for	annual	increases	to	lease	payments	based	on	an	index	or	rate.	We	calculate	the	present	value	of
future	lease	payments	based	on	the	index	or	rate	at	the	lease	commencement	date	for	new	leases	commencing	after	January	1,	2019.	For	historical	leases,	we
used	the	index	or	rate	as	of	January	1,	2019.	Differences	between	the	calculated	lease	payment	and	actual	payment	are	expensed	as	incurred.	Amortization	of
finance	lease	assets	is	recognized	over	the	lease	term	as	cost	of	revenues	or	operating	expenses	depending	on	the	nature	of	the	leased	asset.	Interest	expense
on	finance	lease	liabilities	is	recognized	over	the	lease	term	in	interest	expense.
The	balances	for	the	operating	and	finance	leases	where	we	are	the	lessee	are	presented	as	follows	(in	millions)	within	our	consolidated	balance	sheet:
	
	
	
December	31,	2020
	
	
December	31,	2019
	
Operating	leases:
	
	
	
	
	
	
	
	
Operating	lease	right-of-use	assets
	
$
1,558
	
	
$


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$
1,558
	
	
$
1,218
	
	
	
	
	
	
	
	
	
	
Accrued	liabilities	and	other
	
$
286
	
	
$
228
	
Other	long-term	liabilities
	
	
1,254
	
	
	
956
	
Total	operating	lease	liabilities
	
$
1,540
	
	
$
1,184
	
	
	
	
	
	
	
	
	
	
Finance	leases:
	
	
	
	
	
	
	
	
Solar	energy	systems,	net
	
$
29
	
	
$
30
	
Property,	plant	and	equipment,	net
	
	
1,465
	
	
	
1,600
	
Total	finance	lease	assets
	
$
1,494
	
	
$
1,630
	
	
	
	
	
	
	
	
	
	
Current	portion	of	long-term	debt	and	finance	leases
	
$
374
	
	
$
386
	
Long-term	debt	and	finance	leases,	net	of	current	portion
	
	
1,094
	
	
	
1,232
	
Total	finance	lease	liabilities
	
$
1,468
	
	
$
1,618
	
	
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The	components	of	lease	expense	are	as	follows	(in	millions)	within	our	consolidated	statements	of	operations:
	
	
	
Year	Ended
	
	
	
December	31,	2020
	
	
December	31,	2019
	
Operating	lease	expense:
	
	
	
	
	
	
	
	
Operating	lease	expense	(1)
	
$
451
	
	
$
426
	
	
	
	
	
	
	
	
	
	
Finance	lease	expense:
	
	
	
	
	
	
	
	
Amortization	of	leased	assets
	
$
348
	
	
$
299
	
Interest	on	lease	liabilities
	
	
100
	
	
	
104
	
Total	finance	lease	expense
	
$
448
	
	
$
403
	
	
	
	
	
	
	
	
	
	
Total	lease	expense
	
$
899
	
	
$
829
	
	
(1)
Includes	short-term	leases	and	variable	lease	costs,	which	are	immaterial.
Other	information	related	to	leases	where	we	are	the	lessee	is	as	follows:
	
	
	
December	31,	2020
	
	
December	31,	2019
	
Weighted-average	remaining	lease	term:
	
	
	
	
	
	
	
	
Operating	leases
	
6.2
	years
	
	
6.2
	years
	
Finance	leases
	
4.9
	years
	
	
3.9
	years
	
	
	
	
	
	
	
	
	
	
Weighted-average	discount	rate:
	
	
	
	
	
	
	
	
Operating	leases
	
	
5.8
%
	
	
6.5
%
Finance	leases


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6.5
%
Finance	leases
	
	
6.5
%
	
	
6.5
%
	
Supplemental	cash	flow	information	related	to	leases	where	we	are	the	lessee	is	as	follows	
(in	millions)
:
	
	
	
Year	Ended
	
	
	
December	31,	2020
	
	
December	31,	2019
	
Cash	paid	for	amounts	included	in	the	measurement	of	lease	liabilities:
	
	
	
	
	
	
	
	
Operating	cash	outflows	from	operating	leases
	
$
456
	
	
$
396
	
Operating	cash	outflows	from	finance	leases	(interest	payments)
	
$
100
	
	
$
104
	
Financing	cash	outflows	from	finance	leases
	
$
338
	
	
$
321
	
Leased	assets	obtained	in	exchange	for	finance	lease	liabilities
	
$
188
	
	
$
616
	
Leased	assets	obtained	in	exchange	for	operating	lease	liabilities
	
$
553
	
	
$
202
	
	
As	of	
December	31,	2020
,	the	maturities	of	our	operating	and	finance	lease	liabilities	(excluding	short-term	leases)	are	as	follows
	(in	millions):
	
	
	
Operating
	
	
Finance
	
	
	
Leases
	
	
Leases
	
2021
	
$
366
	
	
$
462
	
2022
	
	
327
	
	
	
446
	
2023
	
	
279
	
	
	
412
	
2024
	
	
245
	
	
	
299
	
2025
	
	
204
	
	
	
9
	
Thereafter
	
	
425
	
	
	
7


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425
	
	
	
7
	
Total	minimum	lease	payments
	
	
1,846
	
	
	
1,635
	
Less:	Interest
	
	
306
	
	
	
167
	
Present	value	of	lease	obligations
	
	
1,540
	
	
	
1,468
	
Less:	Current	portion
	
	
286
	
	
	
374
	
Long-term	portion	of	lease	obligations
	
$
1,254
	
	
$
1,094
	
	
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Operating	Lease	and	Sales-type	Lease	Receivables
We	are	the	lessor	of	certain	vehicle	and	solar	energy	system	arrangements	as	described	in	Note	2,	
Summary	of	Significant	Accounting	Policies
.	
As	of
December	31,	2020,	maturities	of	our	operating	lease	and	sales-type	lease	receivables	from	customers	for	each	of	the	next	five	years	and	thereafter	were	as
follows	(in	millions):
	
	
	
Operating
	
	
Sales-type
	
	
	
Leases
	
	
Leases
	
2021
	
$
774
	
	
$
21
	
2022
	
	
594
	
	
	
21
	
2023
	
	
351
	
	
	
21
	
2024
	
	
206
	
	
	
30
	
2025
	
	
191
	
	
	
5
	
Thereafter
	
	
2,102
	
	
	
4
	
Gross	lease	receivables
	
$
4,218
	
	
$
102
	
	
The	above	table	does	not	include	vehicle	sales	to	customers	or	leasing	partners	with	a	resale	value	guarantee	as	the	cash	payments	were	received
upfront.	For	our	solar	PPA	arrangements,	customers	are	charged	solely	based	on	actual	power	produced	by	the	installed	solar	energy	system	at	a	predefined
rate	per	kilowatt-hour	of	power	produced.	The	future	payments	from	such	arrangements	are	not	included	in	the	above	table	as	they	are	a	function	of	the	power
generated	by	the	related	solar	energy	systems	in	the	future.
	
Net	Investment	in	Sales-type	Leases


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Net	Investment	in	Sales-type	Leases
Net	investment	in	sales-type	leases,	which	is	the	sum	of	the	present	value	of	the	future	contractual	lease	payments,	is	presented	on	the	consolidated
balance	sheet	as	a	component	of	prepaid	expenses	and	other	current	assets	for	the	current	portion	and	as	other	assets	for	the	long-term	portion.	W
e	introduced
sales-type	leasing	programs	in	volume	during	the	third	quarter	of	2020	and	therefore	have	
no
	associated	balances	as	of	December	31,	2019.
	Lease	receivables
relating	to	sales-type	leases	are	presented	on	the	consolidated	balance	sheet	as	follows	(in	millions):
	
	
	
December	31,
	
	
	
2020
	
Gross	lease	receivables
	
$
102
	
Unearned	interest	income
	
	
(
11
)
Net	investment	in	sales-type	leases
	
$
91
	
	
	
	
	
	
Reported	as:
	
	
	
	
Prepaid	expenses	and	other	current	assets
	
$
17
	
Other	assets
	
	
74
	
Net	investment	in	sales-type	leases
	
$
91
	
Note	14	–	Equity	Incentive	Plans
In	June	2019,	we	adopted	the	2019	Equity	Incentive	Plan	(the	“2019	Plan”).	The	2019	Plan	provides	for	the	grant	of	stock	options,	restricted	stock,
RSUs,	stock	appreciation	rights,	performance	units	and	performance	shares	to	our	employees,	directors	and	consultants.	Stock	options	granted	under	the	2019
Plan	may	be	either	incentive	stock	options	or	nonstatutory	stock	options.	Incentive	stock	options	may	only	be	granted	to	our	employees.	Nonstatutory	stock


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options	may	be	granted	to	our	employees,	directors	and	consultants.	Generally,	our	stock	options	and	RSUs	vest	over	
four	years
	and	our	stock	options	are
exercisable	over	a	maximum	period	of	
10
	years	from	their	grant	dates.	Vesting	typically	terminates	when	the	employment	or	consulting	relationship	ends.
As	of	December	31,	2020,	
49.0
	million	shares	were	reserved	and	available	for	issuance	under	the	2019	Plan,	as	adjusted	to	give	effect	to	the	Stock	Split.
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The	following	table	summarizes	our	stock	option	and	RSU	activity:
	
	
	
Stock	Options
	
	
RSUs
	
	
	
	
	
	
	
	
	
	
	
Weighted-
	
	
	
	
	
	
	
	
	
	
Weighted-
	
	
	
	
	
	
	
Weighted-
	
	
Average
	
	
Aggregate
	
	
	
	
	
	
Average
	
	
	
Number	of
	
	
Average
	
	
Remaining
	
	
Intrinsic
	
	
Number
	
	
Grant
	
	
	
Options
	
	
Exercise
	
	
Contractual
	
	
Value
	
	
of	RSUs
	
	
Date	Fair
	
	
	
(in
	
thousands)
	
	
Price
	
	
Life	(years)
	
	
(in
	
billions)
	
	
(in
	
thousands)
	
	
Value
	
Balance,
			December	31,	2019	(1)
	
	
149,974
	
	
$
55.90
	
	
	
	
	
	
	
	
	
	
	
24,031
	
	
$
58.21
	
Granted
	
	
4,780
	
	
$
421.73
	
	
	
	
	
	
	
	
	
	
	
6,876
	
	
$
300.51
	
Exercised	or	released
	
	
(
6,815
)
	
$
44.11
	
	
	
	
	
	
	
	
	
	
	
(
9,620
)
	
$
72.26
	
Cancelled
	
	
(
1,006
)
	
$
68.67


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(
2,498
)
	
$
82.31
	
Balance,
			December
	
31,
	
2020
	
	
146,933
	
	
$
68.26
	
	
6.08
	
	
$
93.66
	
	
	
18,789
	
	
$
136.49
	
Vested	and
			expected
	
to
	
vest,
			December	31,	2020
	
	
101,617
	
	
$
69.04
	
	
	
5.80
	
	
$
64.69
	
	
	
18,778
	
	
$
136.53
	
Exercisable	and	vested,
			December	31,	2020
	
	
66,205
	
	
$
46.88
	
	
	
4.89
	
	
$
43.61
	
	
	
	
	
	
	
	
	
	
(1)
Prior	period	results	have	been	adjusted	to	give	effect	to	the	Stock	Split.	See	Note	1,	
Overview
,	for	details.
	
The	weighted-average	grant	date	fair	value	of	RSUs	in	the	years	ended	December	31,	2020,	2019	and	2018	was	$
300.51
,	$
56.55
	and	$
63.29
,
respectively,	as	adjusted	to	give	effect	to	the	Stock	Split.	The	aggregate	release	date	fair	value	of	RSUs	in	the	years	ended	December	31,	2020,	2019	and	2018
was	$
3.25
	billion,	$
502
	million	and	$
546
	million,	respectively.
The	aggregate	intrinsic	value	of	options	exercised	in	the	years	ended	December	31,	2020,	2019,	and	2018	was	$
1.55


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1.55
	billion,	$
237
	million	and	$
293
million,	respectively.
ESPP
Our	employees	are	eligible	to	purchase	our	common	stock	through	payroll	deductions	of	up	to	
15
%	of	their	eligible	compensation,	subject	to	any	plan
limitations.	The	purchase	price	would	be	
85
%	of	the	lower	of	the	fair	market	value	on	the	first	and	last	trading	days	of	each	six-month	offering	period.	During
the	years	ended	December	31,	2020,	2019	and	2018,	we	issued	
1.8
	million,	
2.5
	million	and	
2.0
	million	shares	under	the	ESPP,	
as	adjusted	to	give	effect	to	the
Stock	Split.	
There	were	
34.3
	million	shares	available	for	issuance	under	the	ESPP	as	of	December	31,	2020.
Fair	Value	Assumptions
We	use	the	fair	value	method	in	recognizing	stock-based	compensation	expense.	Under	the	fair	value	method,	we	estimate	the	fair	value	of	each	stock
option	award	with	service	or	service	and	performance	conditions	and	the	ESPP	on	the	grant	date	generally	using	the	Black-Scholes	option	pricing	model.	The
weighted-average	assumptions	used	in	the	Black-Scholes	model	for	stock	options	are	as	follows:
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Risk-free	interest	rate
	
	
0.26
%
	
	
2.4
%
	
	
2.5
%
Expected	term	(in	years)
	
	
3.9
	
	
	
4.5
	
	
	
4.7
	
Expected	volatility
	
	
69
%
	
	
48
%
	
	
42
%
Dividend	yield


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%
	
	
42
%
Dividend	yield
	
	
0.0
%
	
	
0.0
%
	
	
0.0
%
Grant	date	fair	value	per	share	(1)
	
$
216.14
	
	
$
22.32
	
	
$
24.38
	
	
	
(1)
Prior	period	results	have	been	adjusted	to	give	effect	to	the	Stock	Split.	See	Note	1,	
Overview
,	for	details.
	
The	fair	value	of	RSUs	with	service	or	service	and	performance	conditions	is	measured	on	the	grant	date	based	on	the	closing	fair	market	value	of	our
common	stock.	The	risk-free	interest	rate	is	based	on	the	U.S.	Treasury	yield	for	zero-coupon	U.S.	Treasury	notes	with	maturities	approximating	each	grant’s
expected	life.	We	use	our	historical	data	in	estimating	the	expected	term	of	our	employee	grants.	The	expected	volatility	is	based	on	the	average	of	the	implied
volatility	of	publicly	traded	options	for	our	common	stock	and	the	historical	volatility	of	our	common	stock.
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2018	CEO	Performance	Award
In	March	2018,	our	stockholders	approved	the	Board	of	Directors’	grant	of	
101.3
	million	stock	option	awards	to	our	CEO	(the	“2018	CEO	Performance
Award”),	as	adjusted	to	give	effect	to	the	Stock	Split.	The	2018	CEO	Performance	Award	consists	of	
12
	vesting	tranches	with	a	vesting	schedule	based	entirely
on	the	attainment	of	both	operational	milestones	(performance	conditions)	and	market	conditions,	assuming	continued	employment	either	as	the	CEO	or	as
both	Executive	Chairman	and	Chief	Product	Officer	and	service	through	each	vesting	date.	
Each	of	the	12	vesting	tranches	of	the	2018	CEO	Performance
Award	will	vest	upon	certification	by	the	Board	of	Directors	that	both	(i)	the	market	capitalization	milestone	for	such	tranche,	which	begins	at	$
100.0
	billion	for
the	first	tranche	and	increases	by	increments	of	$
50.0
	billion	thereafter	(based	on	both	a	six	calendar	month	trailing	average	and	a	30	calendar	day	trailing
average,	counting	only	trading	days),	has	been	achieved,	and	(ii)	any	one	of	the	following	
eight
	operational	milestones	focused	on	total	revenue	or	any	one	of
the	
eight
	operational	milestones	focused	on	Adjusted	EBITDA	have	been	achieved	for	the	previous	four	consecutive	fiscal	quarters	on	an	annualized	basis.
Adjusted	EBITDA	is	defined	as	net	income	(loss)	attributable	to	common	stockholders	before	interest	expense,	provision	(benefit)	for	income	taxes,	depreciation
and	amortization	and	stock-based	compensation.	Upon	vesting	and	exercise,	including	the	payment	of	the	exercise	price	of	$
70.01
	per	share	as	adjusted	to	give


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70.01
	per	share	as	adjusted	to	give
effect	to	the	Stock	Split,	our	CEO	must	hold	shares	that	he	acquires	for	
five	years
	post-exercise,	other	than	a	cashless	exercise	where	shares	are	simultaneously
sold	to	pay	for	the	exercise	price	and	any	required	tax	withholding.
The
	achievement	status	of	the	operational	milestones	as	of	December	31,	2020	was	as	follows:
	
Total	Annualized	Revenue
	
Annualized	Adjusted	EBITDA
Milestone
(in	billions)
	
	
Achievement	Status
	
Milestone
(in	billions)
	
	
Achievement	Status
$
20.0
	
	
Achieved	and	certified
	
$
1.5
	
	
Achieved	and	certified
$
35.0
	
	
Probable
	
$
3.0
	
	
Achieved	and	certified
$
55.0
	
	
-
	
$
4.5
	
	
Achieved	and	certified
$
75.0
	
	
-
	
$
6.0
	
	
Probable
$
100.0
	
	
-
	
$
8.0
	
	
Probable
$
125.0
	
	
-
	
$
10.0
	
	
-
$
150.0
	
	
-
	
$
12.0
	
	
-
$
175.0
	
	
-
	
$
14.0
	
	
-
	
Stock-based	compensation	under	the	2018	CEO	Performance	Award	represents	a	non-cash	expense	and	is	recorded	as	a	selling,	general,	and
administrative	operating	expense	in	our	consolidated	statement	of	operations.	In	each	quarter	since	the	grant	of	the	2018	CEO	Performance	Award,	we	have


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recognized	expense,	generally	on	a	pro-rated	basis,	for	only	the	number	of	tranches	(up	to	the	maximum	of	12	tranches)	that	corresponds	to	the	number	of
operational	milestones	that	have	been	achieved	or	have	been	determined	probable	of	being	achieved	in	the	future,	in	accordance	with	the	following	principles.
On	the	grant	date,	a	Monte	Carlo	simulation	was	used	to	determine	for	each	tranche	(i)	a	fixed	amount	of	expense	for	such	tranche	and	(ii)	the	future
time	when	the	market	capitalization	milestone	for	such	tranche	was	expected	to	be	achieved,	or	its	“expected	market	capitalization	milestone	achievement
time.”	Separately,	based	on	a	subjective	assessment	of	our	future	financial	performance,	each	quarter	we	determine	whether	it	is	probable	that	we	will	achieve
each	operational	milestone	that	has	not	previously	been	achieved	or	deemed	probable	of	achievement	and	if	so,	the	future	time	when	we	expect	to	achieve	that
operational	milestone,	or	its	“expected	operational	milestone	achievement	time.”	When	we	first	determine	that	an	operational	milestone	has	become	probable
of	being	achieved,	we	allocate	the	entire	expense	for	the	related	tranche	over	the	number	of	quarters	between	the	grant	date	and	the	then-applicable	“expected
vesting	time.”	The	“expected	vesting	time”	at	any	given	time	is	the	later	of	(i)	the	expected	operational	milestone	achievement	time	(if	the	related	operational
milestone	has	not	yet	been	achieved)	and	(ii)	the	expected	market	capitalization	milestone	achievement	time	(if	the	related	market	capitalization	milestone	has
not	yet	been	achieved).	We	immediately	recognize	a	catch-up	expense	for	all	accumulated	expense	for	the	quarters	from	the	grant	date	through	the	quarter	in


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which	the	operational	milestone	was	first	deemed	probable	of	being	achieved.	Each	quarter	thereafter,	we	recognize	the	prorated	portion	of	the	then-remaining
expense	for	the	tranche	based	on	the	number	of	quarters	between	such	quarter	and	the	then-applicable	expected	vesting	time,	except	that	upon	vesting	of	a
tranche,	all	remaining	expense	for	that	tranche	is	immediately	recognized.
As	a	result,	we	have	experienced,	and	may	experience	in	the	future,	significant	catch-up	expenses	in	quarters	when	one	or	more	operational	milestones
are	first	determined	to	be	probable	of	being	achieved.	Additionally,	the	expected	market	capitalization	achievement	times	are	generally	later	than	the	related
expected	operational	milestone	achievement	times.	Therefore,	if	market	capitalization	milestones	are	achieved	earlier	than	originally	forecasted,	for	example
due	to	periods	of	rapid	stock	price	appreciation,	this	has	resulted,	and	may	result	in	the	future,	in	higher	catch-up	expenses	and	the	remaining	expenses	being
recognized	over	shorter	periods	of	time	at	a	higher	per-quarter	rate.
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During	the	three	months	ended	June	30,	2020,	the	first	tranche	of	the	2018	CEO	Performance	Award	vested	upon	certification	by	the	Board	of	Directors
that	the	market	capitalization	milestone	of	$
100.0
	billion	and	the	operational	milestone	of	$
20.0
	billion	annualized	revenue	had	been	achieved.	Therefore,	the
remaining	unamortized	expense	of	$
22
	million	for	that	tranche,	which	was	previously	expected	to	be	recognized	ratably	in	future	quarters	as	determined	on	the
grant	date,	was	accelerated	into	the	second	quarter	of	2020.	Additionally,	
the	operational	milestone	of	annualized	Adjusted	EBITDA	of	$
4.5
	billion	became
probable	of	being	achieved	during	the	second	quarter	of	2020	and	consequently,	we	recognized	a	catch-up	expense	of	$
79
	million	in	that	quarter.
	
During	the	three	months	ended	September	30,	2020,	the	second	and	third	tranches	of	the	2018	CEO	Performance	Award	vested	upon	certification	by
the	Board	of	Directors	that	the	market	capitalization	milestones	of	$
150.0
	billion	and	$
200.0
	billion	and	the	operational	milestones	of	annualized	Adjusted
EBITDA	of	$
1.5
	billion	and	annualized	Adjusted	EBITDA	of	$
3.0
	billion	had	been	achieved.	Therefore,	the	remaining	unamortized	expense	of	$
95
	million	and
$
118
	million	associated	with	the	second	and	third	tranches,	respectively,	which	were	previously	expected	to	be	recognized	ratably	in	future	quarters	as
determined	on	the	grant	date	were	accelerated	into	the	third	quarter	of	2020.	Additionally,	
the	operational	milestone	of	annualized	Adjusted	EBITDA	of	$


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6.0
billion	became	probable	of	being	achieved	during	the	third	quarter	of	2020	and	consequently,	we	recognized	a	catch-up	expense	of	$
77
	million	in	that	quarter.
	
During	the	three	months	ended	December	31,	2020,	the	fourth	tranche	of	the	2018	CEO	Performance	Award	vested	upon	certification	by	the	Board	of
Directors	that	the	market	capitalization	milestone	of	$
250.0
	billion	and	the	operational	milestone	of	annualized	Adjusted	EBITDA	of	$
4.5
	billion	had	been
achieved.	Therefore,	the	remaining	unamortized	expense	of	$
122
	million	for	that	tranche,	which	was	previously	expected	to	be	recognized	ratably	in	future
quarters	through	the	third	quarter	of	2023	as	determined	on	the	grant	date,	was	accelerated	into	the	fourth	quarter	of	2020.	Additionally,	during	the	fourth
quarter	of	2020,	
the	operational	milestone	of	annualized	Adjusted	EBITDA	of	$
8.0
	billion	became	probable	of	being	achieved	and	consequently,	we	recognized	a
catch-up	expense	of	$
75
	million	in	that	quarter
.	
			As	of	December	31,	2020,	we	had	$
264
	million	of	total	unrecognized	stock-based	compensation	expense	for	the	operational	milestones	that	were
considered	either	probable	of	achievement	or	achieved	but	not	yet	certified,	which	will	be	recognized	over	a	weighted-average	period	of	
0.6
	years.	As	of
December	31,	2020,	we	had	unrecognized	stock-based	compensation	expense	of	$
712
	million	for	the	operational	milestones	that	were	considered	not	probable


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of	achievement.	For	the	years	ended	December	31,	2020,	2019	and	2018	we	recorded	stock-based	compensation	expense	of	$
838
	million,	$
296
	million	and
$
175
	million	related	to	the	2018	CEO	Performance	Award.
2014	Performance-Based	Stock	Option	Awards
In	2014,	to	create	incentives	for	continued	long-term	success	beyond	the	Model	S	program	and	to	closely	align	executive	pay	with	our	stockholders’
interests	in	the	achievement	of	significant	milestones	by	us,	the	Compensation	Committee	of	our	Board	of	Directors	granted	stock	option	awards	to	certain
employees	(excluding	our	CEO)	to	purchase	an	aggregate	of	
5.4
	million	shares	of	our	common	stock,	as	adjusted	to	give	effect	to	the	Stock	Split.	Each	award
consisted	of	the	following	
four
	vesting	tranches	with	the	vesting	schedule	based	entirely	on	the	attainment	of	the	future	performance	milestones,	assuming
continued	employment	and	service	through	each	vesting	date:
	
•
1/4
th	of	each	award	vests	upon	completion	of	the	first	Model	X	production	vehicle;
	
•
1/4th
	of	each	award	vests	upon	achieving	aggregate	production	of	
100,000
	vehicles	in	a	trailing	12-month	period;
	
•
1/4th
	of	each	award	vests	upon	completion	of	the	first	Model	3	production	vehicle;	and
	
•
1/4th
	of	each	award	vests	upon	achieving	an	annualized	gross	margin	of	greater	than	
30
%	for	any	three-year	period.
As	of	December	31,	2020,	the	following	performance	milestones	had	been	achieved:
	
•
Completion	of	the	first	Model	X	production	vehicle;
	
•
Completion	of	the	first	Model	3	production	vehicle;	and
	
•


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•
Aggregate	production	of	
100,000
	vehicles	in	a	trailing	12-month	period.
We	begin	recognizing	stock-based	compensation	expense	as	each	performance	milestone	becomes	probable	of	achievement.	As	of	December	31,	2020,
we	had	unrecognized	stock-based	compensation	expense	of	$
4
	million	for	the	performance	milestone	that	was	considered	not	probable	of	achievement.	For	the
years	ended	December	31,	2020,	2019	and	2018,	we	did	
no
t	record	any	additional	stock-based	compensation	related	to	the	2014	Performance-Based	Stock
Option	Awards.
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2012	CEO	Performance	Award
In	August	2012,	our	Board	of	Directors	granted	
26.4
	million	stock	option	awards	to	our	CEO	(the	“2012	CEO	Performance	Award”),	as	adjusted	to	give
effect	to	the	Stock	Split.	The	2012	CEO	Performance	Award	consists	of	
10
	vesting	tranches	with	a	vesting	schedule	based	entirely	on	the	attainment	of	both
performance	conditions	and	market	conditions,	assuming	continued	employment	and	service	through	each	vesting	date.	Each	vesting	tranche	requires	a
combination	of	a	pre-determined	performance	milestone	and	an	incremental	increase	in	our	market	capitalization	of	$
4.00
	billion,	as	compared	to	our	initial
market	capitalization	of	$
3.20
	billion	at	the	time	of	grant.	As	of	December	31,	2020,	the	market	capitalization	conditions	for	all	of	the	vesting	tranches	and	the
following	performance	milestones	had	been	achieved:
	
•
Successful	completion	of	the	Model	X	alpha	prototype;
	
•
Successful	completion	of	the	Model	X	beta	prototype;
	
•
Completion	of	the	first	Model	X	production	vehicle;
	
•
Aggregate	production	of	
100,000
	vehicles;
	
•
Successful	completion	of	the	Model	3	alpha	prototype;
	
•
Successful	completion	of	the	Model	3	beta	prototype;
	
•
Completion	of	the	first	Model	3	production	vehicle;
	
•
Aggregate	production	of	
200,000
	vehicles;	and
	
•
Aggregate	production	of	
300,000
	vehicles.
We	begin	recognizing	stock-based	compensation	expense	as	each	milestone	becomes	probable	of	achievement.	As	of	December	31,	2020,	we	had
unrecognized	stock-based	compensation	expense	of	$
6
	million	for	the	performance	milestone	that	was	considered	not	probable	of	achievement.	For	the	years


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ended	December	31,	2020	and	2019,	we	did	
no
t	record	any	additional	stock-based	compensation	expense	related	to	the	2012	CEO	Performance	Award.	For	the
year	ended	December	31,	2018,	the	stock-based	compensation	we	recorded	related	to	this	award	was	immaterial.
Summary	Stock-Based	Compensation	Information
The	following	table	summarizes	our	stock-based	compensation	expense	by	line	item	in	the	consolidated	statements	of	operations	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Cost	of	revenues
	
$
281
	
	
$
128
	
	
$
109
	
Research	and	development
	
	
346
	
	
	
285
	
	
	
261
	
Selling,	general	and	administrative
	
	
1,107
	
	
	
482
	
	
	
375
	
Restructuring	and	other
	
	
—
	
	
	
3
	
	
	
4
	
Total
	
$
1,734
	
	
$
898
	
	
$
749
	
	
Our	income	tax	benefits	recognized	from	stock-based	compensation	arrangements	in	each	of	the	periods	presented	were	immaterial	due	to	cumulative
losses	and	valuation	allowances.	During	the	years	ended	December	31,	2020,	2019,	and	2018,	stock-based	compensation	expense	capitalized	to	our
consolidated	balance	sheets	was	$
89
	million,	$
52
	million	and	$
18
	million,	respectively.	
As	of	December	31,	2020,	we	had	$
3.51
	billion	of	total	unrecognized


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3.51
	billion	of	total	unrecognized
stock-based	compensation	expense	related	to	non-performance	awards,	which	will	be	recognized	over	a	weighted-average	period	of	
2.7
	years.
	
95


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Note	15	–	Income	Taxes
A	provision	for	income	taxes	of	$
292
	million,	$
110
	million	and	$
58
	million	has	been	recognized	for	the	years	ended	December	31,	2020,	2019	and	2018,
respectively,	related	primarily	to	our	subsidiaries	located	outside	of	the	U.S.	Our	income	(loss)	before	provision	for	income	taxes	for	the	years	ended
December	31,	2020,	2019	and	2018	was	as	follows	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Domestic
	
$
(
198
)
	
$
(
287
)
	
$
(
412
)
Noncontrolling	interest	and	redeemable
			noncontrolling	interest
	
	
141
	
	
	
87
	
	
	
(
87
)
Foreign
	
	
1,211
	
	
	
(
465
)
	
	
(
506
)
Income	(loss)	before	income	taxes
	
$
1,154
	
	
$
(
665
)
	
$
(
1,005
)
	
The	components	of	the	provision	for	income	taxes	for	the	years	ended	December	31,	2020,	2019	and	2018	consisted	of	the	following	(in	millions):
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Current:
	
	
	
	
	
	
	
	
	
	
	
	
Federal
	
$
—
	
	
$
—
	
	
$
(
1
)
State
	
	
4
	
	
	
5
	
	
	
3
	
Foreign


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5
	
	
	
3
	
Foreign
	
	
248
	
	
	
86
	
	
	
24
	
Total	current
	
	
252
	
	
	
91
	
	
	
26
	
Deferred:
	
	
	
	
	
	
	
	
	
	
	
	
Federal
	
	
—
	
	
	
(
4
)
	
	
—
	
State
	
	
—
	
	
	
—
	
	
	
—
	
Foreign
	
	
40
	
	
	
23
	
	
	
32
	
Total	deferred
	
	
40
	
	
	
19
	
	
	
32
	
Total	provision	for	income	taxes
	
$
292
	
	
$
110
	
	
$
58
	
	
Deferred	tax	assets	(liabilities)	as	of	December	31,	2020	and	2019	consisted	of	the	following	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2020
	
	
2019
	
Deferred	tax	assets:
	
	
	
	
	
	
	
	
Net	operating	loss	carry-forwards
	
$
2,172
	
	
$
1,846
	
Research	and	development	credits
	
	
624
	
	
	
486
	
Other	tax	credits
	
	
168
	
	
	
126
	
Deferred	revenue
	
	
450
	
	
	
301
	
Inventory	and	warranty	reserves
	
	
315
	
	
	
243
	
Stock-based	compensation
	
	
98
	
	
	
102
	
Operating	lease	right-of-use	liabilities
	
	
335
	
	
	
290
	
Deferred	GILTI	tax	assets


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290
	
Deferred	GILTI	tax	assets
	
	
581
	
	
	
—
	
Accruals	and	others
	
	
205
	
	
	
16
	
Total	deferred	tax	assets
	
	
4,948
	
	
	
3,410
	
Valuation	allowance
	
	
(
2,930
)
	
	
(
1,956
)
Deferred	tax	assets,	net	of	valuation	allowance
	
	
2,018
	
	
	
1,454
	
Deferred	tax	liabilities:
	
	
	
	
	
	
	
	
Depreciation	and	amortization
	
	
(
1,488
)
	
	
(
1,185
)
Investment	in	certain	financing	funds
	
	
(
198
)
	
	
(
17
)
Operating	lease	right-of-use	assets
	
	
(
305
)
	
	
(
263
)
Deferred	revenue
	
	
(
50
)
	
	
—
	
Other
	
	
(
61
)
	
	
(
24
)
Total	deferred	tax	liabilities
	
	
(
2,102
)
	
	
(
1,489
)
Deferred	tax	liabilities,	net	of	valuation	allowance
			and	deferred	tax	assets
	
$
(
84
)
	
$
(
35
)
96


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As	of	December	31,	2020,	we	recorded	a	valuation	allowance	of	$
2.93
	billion	for	the	portion	of	the	deferred	tax	asset	that	we	do	not	expect	to	be
realized.	The	valuation	allowance	on	our	net	deferred	taxes	increased	by	$
974
	million,	increased	by	$
150
	million,	and	decreased	by	$
38
	million	during	the	years
ended	December	31,	2020,	2019	and	2018,	respectively.	The	changes	in	valuation	allowance	are	primarily	due	to	additional	U.S.	deferred	tax	assets	and
liabilities	incurred	in	the	respective	year.	We	have	net	$
260
	million	of	deferred	tax	assets	in	foreign	jurisdictions,	which	management	believes	are	more-likely-
than-not	to	be	fully	realized	given	the	expectation	of	future	earnings	in	these	jurisdictions.	We	did	not	have	material	release	of	valuation	allowance	for	the	years
ended	December	31,	2020,	2019	and	2018.	We	continue	to	monitor	the	realizability	of	the	U.S.	deferred	tax	assets	taking	into	account	multiple	factors,
including	the	results	of	operations	and	magnitude	of	excess	tax	deductions	for	stock-based	compensation.	We	intend	to	continue	maintaining	a	full	valuation
allowance	on	our	U.S.	deferred	tax	assets	until	there	is	sufficient	evidence	to	support	the	reversal	of	all	or	some	portion	of	these	allowances.	Given	the
improvement	in	our	operating	results	and	depending	on	the	amount	of	stock-based	compensation	tax	deduction	available	in	the	future,	we	may	release	the
valuation	allowance	associated	with	the	U.S.	deferred	tax	assets	in	the	next	few	years.	Release	of	all,	or	a	portion,	of	the	valuation	allowance	would	result	in	the


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recognition	of	certain	deferred	tax	assets	and	a	decrease	to	income	tax	expense	for	the	period	the	release	is	recorded.
	
The	reconciliation	of	taxes	at	the	federal	statutory	rate	to	our	provision	for	income	taxes	for	the	years	ended	December	31,	2020,	2019	and	2018	was	as
follows	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Tax	at	statutory	federal	rate
	
$
242
	
	
$
(
139
)
	
$
(
211
)
State	tax,	net	of	federal	benefit
	
	
4
	
	
	
5
	
	
	
3
	
Nondeductible	executive	compensations
	
	
184
	
	
	
62
	
	
	
39
	
Other	nondeductible	expenses
	
	
52
	
	
	
32
	
	
	
26
	
Excess	tax	benefits	related	to	stock	based
			compensation
	
	
(
666
)
	
	
(
7
)
	
	
(
44
)
Foreign	income	rate	differential
	
	
33
	
	
	
189
	
	
	
161
	
U.S.	tax	credits
	
	
(
181
)
	
	
(
107
)
	
	
(
80
)
Noncontrolling	interests	and	redeemable
			noncontrolling	interests	adjustment
	
	
5
	
	
	
(
29
)
	
	
32
	
GILTI	inclusion
	
	
133
	
	
	
—
	
	
	
—
	
Convertible	debt
	
	
—
	
	
	
(
4
)
	
	
—
	
Unrecognized	tax	benefits


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—
	
Unrecognized	tax	benefits
	
	
1
	
	
	
17
	
	
	
1
	
Change	in	valuation	allowance
	
	
485
	
	
	
91
	
	
	
131
	
Provision	for	income	taxes
	
$
292
	
	
$
110
	
	
$
58
	
	
As	of	December	31,	2020,	we	had	$
9.65
	billion	of	federal	and	$
6.60
	billion	of	state	net	operating	loss	carry-forwards	available	to	offset	future	taxable
income,	which	will	not	begin	to	significantly	expire	until	2024	for	federal	and	2031	for	state	purposes.	A	portion	of	these	losses	were	generated	by	SolarCity
and	some	of	the	companies	we	acquired,	and	therefore	are	subject	to	change	of	control	provisions,	which	limit	the	amount	of	acquired	tax	attributes	that	can	be
utilized	in	a	given	tax	year.	We	do	not	expect	these	change	of	control	limitations	to	significantly	impact	our	ability	to	utilize	these	attributes.
As	of	December	31,	2020,	we	had	research	and	development	tax	credits	of	$
417
	million	and	$
373
	million	for	federal	and	state	income	tax	purposes,
respectively.	If	not	utilized,	the	federal	research	and	development	tax	credits	will	expire	in	various	amounts	beginning	in	
2024
.	However,	the	state	of	California
research	and	development	tax	credits	can	be	carried	forward	indefinitely.	In	addition,	we	have	other	general	business	tax	credits	of	$
167
	million	for	federal
income	tax	purposes,	which	will	not	begin	to	significantly	expire	until	
2033
.


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2033
.
Federal	and	state	laws	can	impose	substantial	restrictions	on	the	utilization	of	net	operating	loss	and	tax	credit	carry-forwards	in	the	event	of	an
“ownership	change,”	as	defined	in	Section	382	of	the	Internal	Revenue	Code.	We	have	determined	that	no	significant	limitation	would	be	placed	on	the
utilization	of	our	net	operating	loss	and	tax	credit	carry-forwards	due	to	prior	ownership	changes.
The	local	government	of	Shanghai	granted	a	beneficial	corporate	income	tax	rate	of	
15
%	to	certain	eligible	enterprises,	compared	to	the	
25
%	statutory
corporate	income	tax	rate	in	China.	Our	Gigafactory	Shanghai	subsidiary	was	granted	this	beneficial	income	tax	rate	of	
15
%	for	2019	through	2023.
No
	deferred	tax	liabilities	for	foreign	withholding	taxes	have	been	recorded	relating	to	the	earnings	of	our	foreign	subsidiaries	since	all	such	earnings
are	intended	to	be	indefinitely	reinvested.	The	amount	of	the	unrecognized	deferred	tax	liability	associated	with	these	earnings	is	immaterial.
97


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Uncertain	Tax	Positions
The	changes	to	our	gross	unrecognized	tax	benefits	were	as	follows	(in	millions):
	
	
	
	
	
	
December	31,	2017
	
$
199
	
Decreases	in	balances	related	to	prior	year	tax	positions
	
	
(
6
)
Increases	in	balances	related	to	current	year	tax
			positions
	
	
60
	
December	31,	2018
	
	
253
	
Decreases	in	balances	related	to	prior	year	tax	positions
	
	
(
39
)
Increases	in	balances	related	to	current	year	tax
			positions
	
	
59
	
December	31,	2019
	
	
273
	
Increases	in	balances	related	to	prior	year	tax	positions
	
	
66
	
Increases	in	balances	related	to	current	year	tax
			positions
	
	
41
	
December	31,	2020
	
$
380
	
As	of	December	31,	2020,	accrued	interest	and	penalties	related	to	unrecognized	tax	benefits	are	classified	as	income	tax	expense	and	were	immaterial.
Unrecognized	tax	benefits	of	$
353
	million,	if	recognized,	would	not	affect	our	effective	tax	rate	since	the	tax	benefits	would	increase	a	deferred	tax	asset	that	is
currently	fully	offset	by	a	full	valuation	allowance.
We	file	income	tax	returns	in	the	U.S.,	California	and	various	state	and	foreign	jurisdictions.	We	are	currently	under	examination	by	the	IRS	for	the
years	
2015
	to	
2018
.	Additional	tax	years	within	the	period	
2004
	to	2014	and	
2019
	remain	subject	to	examination	for	federal	income	tax	purposes,	and	tax	years
2004
	to	
2019


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2004
	to	
2019
	remain	subject	to	examination	for	California	income	tax	purposes.	All	net	operating	losses	and	tax	credits	generated	to	date	are	subject	to
adjustment	for	U.S.	federal	and	California	income	tax	purposes.	Tax	years	
2008
	to	
2019
	remain	subject	to	examination	in	other	U.S.	state	and	foreign
jurisdictions.
The	potential	outcome	of	the	current	examination	could	result	in	a	change	to	unrecognized	tax	benefits	within	the	next	twelve	months.	However,	we
cannot	reasonably	estimate	possible	adjustments	at	this	time.		
The	U.S.	Tax	Court	issued	a	decision	in	Altera	Corp	v.	Commissioner	related	to	the	treatment	of	stock-based	compensation	expense	in	a	cost-sharing
arrangement.	On	June	7,	2019,	the	Ninth	Circuit	Court	of	Appeals	(Ninth	Circuit)	reversed	the	Tax	Court	decision	and	upheld	the	validity	of	Treas.	Reg.	Section
1.482-7A(d)(2),	requiring	stock-based	compensation	costs	be	included	in	the	costs	shared	under	a	cost	sharing	agreement.	On	June	22,	2020,	the	U.S.	Supreme
Court	denied	to	review	the	Ninth	Circuit	decision.		Prior	to	the	U.S.	Supreme	Court’s	denial,	Tesla	has	already	included	stock-based	compensation	in	cost
sharing	allocation	agreement	and	hence	retains	its	position
.
Note	16	–	Commitments	and	Contingencies
Operating	Lease	Arrangement	in	Buffalo,	New	York
We	have	an	operating	lease	through	the	Research	Foundation	for	the	State	University	of	New	York	(the	“SUNY	Foundation”)	with	respect	to	Gigafactory


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New	York.	Under	the	lease	and	a	related	research	and	development	agreement,	we	are	continuing	to	designate	further	buildouts	at	the	facility.	The	SUNY
Foundation	covered	(i)	construction	costs	related	to	the	manufacturing	facility	up	to	$
350
	million,	(ii)	the	acquisition	and	commissioning	of	the	manufacturing
equipment	in	an	amount	up	to	$
275
	million	and	(iii)	$
125
	million	for	additional	specified	scope	costs,	in	cases	(i)	and	(ii)	only,	subject	to	the	maximum	funding
allocation	from	the	State	of	New	York;	and	we	were	responsible	for	any	construction	or	equipment	costs	in	excess	of	such	amounts.	The	SUNY	Foundation	owns
the	manufacturing	facility	and	the	manufacturing	equipment	purchased	by	the	SUNY	Foundation.	Following	completion	of	the	manufacturing	facility,	we	have
commenced	leasing	of	the	manufacturing	facility	and	the	manufacturing	equipment	owned	by	the	SUNY	Foundation	for	an	initial	period	of	
10
	years,	with	an
option	to	renew,	for	$
2.00
	per	year	plus	utilities.
Under	this	agreement,	we	are	obligated	to,	among	other	things,	meet	employment	targets	as	well	as	specified	minimum	numbers	of	personnel	in	the
State	of	New	York	and	in	Buffalo,	New	York	and	spend	or	incur	$
5.00
	billion	in	combined	capital,	operational	expenses,	costs	of	goods	sold	and	other	costs	in
the	State	of	New	York	during	the	10-year	period	beginning	April	30,	2018.	On	an	annual	basis	during	the	initial	lease	term,	as	measured	on	each	anniversary	of
such	date,	if	we	fail	to	meet	these	specified	investment	and	job	creation	requirements,	then	we	would	be	obligated	to	pay	a	$
41


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41
	million	“program	payment”	to
the	SUNY	Foundation	for	each	year	that	we	fail	to	meet	these	requirements.	Furthermore,	if	the	arrangement	is	terminated	due	to	a	material	breach	by	us,	then
additional	amounts	may	become	payable	by	us.
98


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As	we	temporarily	suspended	most	of	our	manufacturing	operations	at	Gigafactory	New	York	pursuant	to	a	New	York	State	executive	order	issued	in
March	2020	as	a	result	of	the	COVID-19	pandemic,	we	were	granted	a	
one-year
	deferral	of	our	obligation	to	be	compliant	with	our	applicable	targets	under
such	agreement	on	April	30,	2020,	which	was	memorialized	in	an	amendment	to	our	agreement	with	the	SUNY	Foundation	in	July	2020.	Moreover,	we	had
exceeded	our	investment	and	employment	obligations	under	this	agreement	prior	to	such	mandated	reduction	of	operations.	We	do	not	currently	expect	any
issues	meeting	all	applicable	future	obligations	under	this	agreement.	However,	if	our	expectations	as	to	the	costs	and	timelines	of	our	investment	and
operations	at	Buffalo	or	our	production	ramp	of	the	Solar	Roof	prove	incorrect,	we	may	incur	additional	expenses	or	substantial	payments	to	the	SUNY
Foundation.
Operating	Lease	Arrangement	in	Shanghai,	China
We	have	an	operating	lease	arrangement	for	an	initial	term	of	
50
	years	with	the	local	government	of	Shanghai	for	land	use	rights	where	we	are
constructing	Gigafactory	Shanghai.	Under	the	terms	of	the	arrangement,	we	are	required	to	spend	RMB	
14.08
	billion	in	capital	expenditures,	and	to	generate
RMB	
2.23
	billion	of	annual	tax	revenues	starting	at	the	end	of	2023.	If	we	are	unwilling	or	unable	to	meet	such	target	or	obtain	periodic	project	approvals,	in
accordance	with	the	Chinese	government’s	standard	terms	for	such	arrangements,	we	would	be	required	to	revert	the	site	to	the	local	government	and	receive


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compensation	for	the	remaining	value	of	the	land	lease,	buildings	and	fixtures.	We	believe	the	capital	expenditure	requirement	and	the	tax	revenue	target	will
be	attainable	even	if	our	actual	vehicle	production	was	far	lower	than	the	volumes	we	are	forecasting.
Legal	Proceedings
Securities	Litigation	Relating	to	the	SolarCity	Acquisition
Between	September	1,	2016	and	October	5,	2016,	
seven
lawsuits	were	filed	in	the	Delaware	Court	of	Chancery	by	purported	stockholders	of	Tesla
challenging	our	acquisition	of	SolarCity	Corporation	(“SolarCity”).	Following	consolidation,	the	lawsuit	names	as	defendants	the	members	of	Tesla’s	board	of
directors	as	then	constituted	and	alleges,	among	other	things,	that	board	members	breached	their	fiduciary	duties	in	connection	with	the	acquisition.	The
complaint	asserts	both	derivative	claims	and	direct	claims	on	behalf	of	a	purported	class	and	seeks,	among	other	relief,	unspecified	monetary	damages,	attorneys’
fees,	and	costs.	On	
January
	
27,	2017,	defendants	filed	a	motion	to	dismiss	the	operative	complaint.	Rather	than	respond	to	the	defendants’	motion,	the	plaintiffs
filed	an	amended	complaint.	On	March
	
17,	2017,	defendants	filed	a	motion	to	dismiss	the	amended	complaint.	On	December
	
13,	2017,	the	Court	heard	oral
argument	on	the	motion.	On	March
	
28,	2018,	the	Court	denied	defendants’	motion	to	dismiss.	Defendants	filed	a	request	for	interlocutory	appeal,	and	the


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Delaware	Supreme	Court	denied	that	request	without	ruling	on	the	merits	but	electing	not	to	hear	an	appeal	at	this	early	stage	of	the	case.	Defendants	filed	their
answer	on	May	18,	2018,	and
	mediations	were	held	on	June	10,	2019.	Plaintiffs	and	defendants	filed	respective	motions	for	summary	judgment	on	August	25,
2019,	and	further	mediations	were	held	on	October	3,	2019.	The	Court	held	a	hearing	on	the	motions	for	summary	judgment	on	November	4,	2019.	On	January
22,	2020,	all	of	the	director	defendants	except	Elon	Musk	reached	a	settlement	to	resolve	the	lawsuit	against	them	for	an	amount	that	would	be	paid	entirely
under	the	applicable	insurance	policy.	
The	settlement,	which	does	not	involve	an	admission	of	any	wrongdoing	by	any	party
,	was	approved	by	the	Court	on
August	17,	2020.	Tesla	received	payment	of	approximately	$
43
	million	on	September	16,	2020,	which	has	been	recognized	in	our	consolidated	statement	of
operations	as	a	reduction	to	selling,	general	and	administrative	operating	expenses	for	costs	previously	incurred	in	the	securities	litigation	related	to	the
acquisition	of	SolarCity
.	
On	February	4,	2020,	the	Court	issued	a	ruling	that	denied	plaintiffs’	previously-filed	motion	and	granted	in	part	and	denied	in	part
defendants’	previously-filed	motion.	Fact	and	expert	discovery	is	complete,	and	the	case	was	set	for	trial	in	March	2020	until	it	was	postponed	by	the	Court	due


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to	safety	precautions	concerning	COVID-19.	The	current	tentative	dates	for	the	trial	are	from	July	12	to	July	23,	2021,	subject	to	change	based	on	any	further
safety	measures	implemented	by	the	Court.
These	plaintiffs	and	others	filed	parallel	actions	in	the	U.S.	District	Court	for	the	District	of	Delaware	on	or	about	April
	
21,	2017.	They	include	claims	for
violations	of	the	federal	securities	laws	and	breach	of	fiduciary	duties	by	Tesla’s	board	of	directors.	Those	actions	have	been	consolidated	and	stayed	pending	the
above-referenced	Chancery	Court	litigation.
We	believe	that	claims	challenging	the	SolarCity	acquisition	are	without	merit	and	intend	to	defend	against	them	vigorously.	We	are	unable	to	estimate
the	possible	loss	or	range	of	loss,	if	any,	associated	with	these	claims.
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Securities	Litigation	Relating	to	Production	of	Model	3	Vehicles
On
	October
	
10,	2017,	a	purported	stockholder	class	action	was	filed	in	the	U.S.	District	Court	for	the	Northern	District	of	California	against	Tesla,	two	of
its	current	officers,	and	a	former	officer.	The	complaint	alleges	violations	of	federal	securities	laws	and	seeks	unspecified	compensatory	damages	and	other
relief	on	behalf	of	a	purported	class	of	purchasers	of	Tesla	securities	from	May
	
4,	2016	to	October
	
6,	2017.	The	lawsuit	claims	that	Tesla	supposedly	made
materially	false	and	misleading	statements	regarding	Tesla’s	preparedness	to	produce	Model	3	vehicles.	Plaintiffs	filed	an	amended	complaint	on	March
	
23,
2018,	and	defendants	filed	a	motion	to	dismiss	on	May
	
25,	2018.	The	court	granted	defendants’	motion	to	dismiss	with	leave	to	amend.	Plaintiffs	filed	their
amended	complaint	on	September	28,	2018,	and	defendants	filed	a	motion	to	dismiss	the	amended	complaint	on	February	15,	2019.		The	hearing	on	the	motion
to	dismiss	was	held	on	March	22,	2019,	and	on	March	25,	2019,	the	Court	ruled	in	favor	of	defendants	and	dismissed	the	complaint	with	prejudice.		On	April	8,
2019,	plaintiffs	filed	a	notice	of	appeal	and	on	July	17,	2019	filed	their	opening	brief.	We	filed	our	opposition	on	September	16,	2019.	A	hearing	on	the	appeal


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before	the	U.S.	Court	of	Appeals	for	the	Ninth	Circuit	(“Ninth	Circuit”)	was	held	on	April	30,	2020.	On	January	26,	2021,	the	Ninth	Circuit	affirmed	the	District
Court’s	dismissal	of	the	stockholder	claims.	We	continue	to	believe	that	the	claims	are	without	merit	and	intend	to	defend	against	this	lawsuit	vigorously.	We
are	unable	to	estimate	the	possible	loss	or	range	of	loss,	if	any,	associated	with	this	lawsuit.
On	October	26,	2018,	in	a	similar	action,	a	purported	stockholder	class	action	was	filed	in	the	Superior	Court	of	California	in	Santa	Clara	County	against
Tesla,	Elon	Musk,	and	seven	initial	purchasers	in	an	offering	of	debt	securities	by	Tesla	in	August	2017.	The	complaint	alleges	misrepresentations	made	by
Tesla	regarding	the	number	of	Model	3	vehicles	Tesla	expected	to	produce	by	the	end	of	2017	in	connection	with	such	offering	and	seeks	unspecified
compensatory	damages	and	other	relief	on	behalf	of	a	purported	class	of	purchasers	of	Tesla	securities	in	such	offering.	Tesla	thereafter	removed	the	case	to
federal	court.	On	January	22,	2019,	plaintiff	abandoned	its	effort	to	proceed	in	state	court,	instead	filing	an	amended	complaint	against	Tesla,	Elon	Musk	and
seven	initial	purchasers	in	the	debt	offering	before	the	same	judge	in	the	U.S.	District	Court	for	the	Northern	District	of	California	who	is	hearing	the	above-
referenced	earlier	filed	federal	case.	On	February	5,	2019,	the	Court	stayed	this	new	case	pending	a	ruling	on	the	motion	to	dismiss	the	complaint	in	such


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earlier	filed	federal	case.	After	such	earlier	filed	federal	case	was	dismissed,	defendants	filed	a	motion	on	July	2,	2019	to	dismiss	this	case	as	well.	This	case	is
now	stayed	pending	a	ruling	from	the	Ninth	Circuit	on	the	earlier	filed	federal	case	with	an	agreement	that	if	defendants	prevail	on	appeal	in	such	case,	this
case	will	be	dismissed.	We	believe	that	the	claims	are	without	merit	and	intend	to	defend	against	this	lawsuit	vigorously.	We	are	unable	to	estimate	the	possible
loss	or	range	of	loss,	if	any,	associated	with	this	lawsuit.
Litigation	Relating	to	2018	CEO	Performance	Award
On	June	4,	2018,	a	purported	Tesla	stockholder	filed	a	putative	class	and	derivative	action	in	the	Delaware	Court	of	Chancery	against	Elon	Musk	and	the
members	of	Tesla’s	board	of	directors	as	then	constituted,	alleging	corporate	waste,	unjust	enrichment,	and	that	such	board	members	breached	their	fiduciary
duties	by	approving	the	stock-based	compensation	plan.	The	complaint	seeks,	among	other	things,	monetary	damages	and	rescission	or	reformation	of	the
stock-based	compensation	plan.	On	August	31,	2018,	defendants	filed	a	motion	to	dismiss	the	complaint;	plaintiff	filed	its	opposition	brief	on	November	1,	2018
and	defendants	filed	a	reply	brief	on	December	13,	2018.	The	hearing	on	the	motion	to	dismiss	was	held	on	May	9,	2019.	On	September	20,	2019,	the	Court
granted	the	motion	to	dismiss	as	to	the	corporate	waste	claim	but	denied	the	motion	as	to	the	breach	of	fiduciary	duty	and	unjust	enrichment	claims.	Our


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answer	was	filed	on	December	3,	2019,	and	trial	is	set	for	April	2022.	Fact	discovery	is	ongoing.	We	believe	the	claims	asserted	in	this	lawsuit	are	without	merit
and	intend	to	defend	against	them	vigorously.	We	are	unable	to	estimate	the	possible	loss	or	range	of	loss,	if	any,	associated	with	this	lawsuit.
Litigation	Related	to	Directors’	Compensation
On	June	17,	2020,	a	purported	Tesla	stockholder	filed	a	derivative	action	in	the	Delaware	Court	of	Chancery,	purportedly	on	behalf	of	Tesla,	against
certain	of	Tesla’s	current	and	former	directors	regarding	compensation	awards	granted	to	Tesla’s	directors,	other	than	Elon	Musk,	between	2017	and	2020.
The	suit	asserts	claims	for	breach	of	fiduciary	duty	and	unjust	enrichment	and	seeks	declaratory	and	injunctive	relief,	unspecified	damages,	and	other	relief.
Defendants	filed	their	answer	on	September	17,	2020.	Trial	is	set	for	September	2022,	and	fact	discovery	is	ongoing.	We	believe	that	the	claims	are	without
merit	and	intend	to	defend	against	this	lawsuit	vigorously.	We	are	unable	to	estimate	the	possible	loss	or	range	of	loss,	if	any,	associated	with	this	lawsuit.
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Securities	Litigation	
Relating
	to	Potential	Going	Private	Transaction
Between	August	10,	2018	and	September	6,	2018,	nine	purported	stockholder	class	actions	were	filed	against	Tesla	and	Elon	Musk	in	connection	with
Mr.	Musk’s	August	7,	2018	Twitter	post	that	he	was	considering	taking	Tesla	private.	All	of	the	suits	are	now	pending	in	the	U.S.	District	Court	for	the	Northern
District	of	California.	Although	the	complaints	vary	in	certain	respects,	they	each	purport	to	assert	claims	for	violations	of	federal	securities	laws	related	to	Mr.
Musk’s	statement	and	seek	unspecified	compensatory	damages	and	other	relief	on	behalf	of	a	purported	class	of	purchasers	of	Tesla’s	securities.	Plaintiffs	filed
their	consolidated	complaint	on	January	16,	2019	and	added	as	defendants	the	members	of	Tesla’s	board	of	directors.	The	now-consolidated	purported
stockholder	class	action	was	stayed	while	the	issue	of	selection	of	lead	counsel	was	briefed	and	argued	before	the	Ninth	Circuit.	The	Ninth	Circuit	ruled
regarding	lead	counsel.	Defendants	filed	a	motion	to	dismiss	the	complaint	on	November	22,	2019.	The	hearing	on	the	motion	was	held	on	March	6,	2020.	On
April	15,	2020,	the	Court	denied	defendants’	motion	to	dismiss.	The	parties	stipulated	to	certification	of	a	class	of	stockholders,	which	the	court	granted	on
November	25,	2020.	Trial	is	set	for	May	2022.	We	believe	that	the	claims	have	no	merit	and	intend	to	defend	against	them	vigorously.	We	are	unable	to
estimate	the	potential	loss,	or	range	of	loss,	associated	with	these	claims.


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Between	October	17,	2018	and	November	9,	2018,	five	derivative	lawsuits	were	filed	in	the	Delaware	Court	of	Chancery	against	Mr.	Musk	and	the
members	of	Tesla’s	board	of	directors	as	then	constituted	in	relation	to	statements	made	and	actions	connected	to	a	potential	going	private	transaction.	In
addition	to	these	cases,	on	October	25,	2018,	another	derivative	lawsuit	was	filed	in	the	U.S.	District	Court	for	the	District	of	Delaware	against	Mr.	Musk	and
the	members	of	the	Tesla	board	of	directors	as	then	constituted.	The	Courts	in	both	the	Delaware	federal	court	and	Delaware	Court	of	Chancery	actions	have
consolidated	their	respective	actions	and	stayed	each	consolidated	action	pending	resolution	of	the	above-referenced	consolidated	purported	stockholder	class
action.	We	believe	that	the	claims	have	no	merit	and	intend	to	defend	against	them	vigorously.	We	are	unable	to	estimate	the	potential	loss	or	range	of	loss,	if
any,	associated	with	these	lawsuits.
Beginning	on	March	7,	2019,	various	stockholders	filed	derivative	suits	in	the	Delaware	Court	of	Chancery,	purportedly	on	behalf	of	Tesla,	naming	Mr.
Musk	and	Tesla’s	board	of	directors	as	then	constituted,	also	related	to	Mr.	Musk’s	August	7,	2018	Twitter	post	that	is	the	basis	of	the	above-referenced
consolidated	purported	stockholder	class	action,	as	well	as	to	Mr.	Musk’s	February	19,	2019	Twitter	post	regarding	Tesla’s	vehicle	production.	The	suit	asserts


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claims	for	breach	of	fiduciary	duty	and	seeks	declaratory	and	injunctive	relief,	unspecified	damages,	and	other	relief.	Plaintiffs	agreed	to	a	stipulation	that	these
derivative	cases	would	be	stayed	pending	the	outcome	of	the	above-referenced	consolidated	purported	stockholder	class	action.	In	March	2019,	plaintiffs	in	one
of	these	derivative	suits	moved	to	lift	the	stay	and	for	an	expedited	trial.	Briefs	were	filed	on	March	13,	2019,	and	the	hearing	was	held	on	March	18,	2019.
Defendants	prevailed,	with	the	Court	denying	the	plaintiffs’	request	for	an	expedited	trial	and	granting	defendants’	request	to	continue	to	stay	this	suit	pending
the	outcome	of	the	above-referenced	consolidated	purported	stockholder	class	action.	On	May	4,	2020,	the	same	plaintiffs	again	filed	a	motion	requesting	to	lift
the	stay	and	for	an	expedited	trial.	Briefs	were	filed	on	May	13,	2020	and	May	15,	2020	and	a	hearing	was	held	on	May	19,	2020.	Defendants	again	prevailed,
with	the	Court	denying	plaintiffs’	request	to	lift	the	stay	and	for	an	expedited	trial.	The	plaintiffs	also	sought	leave	to	file	an	amended	complaint,	which	was
granted.	The	Court	entered	an	order	implementing	its	ruling	on	May	21,	2020.	The	amended	complaint	asserts	additional	allegations	of	breach	of	fiduciary	duty
related	to	two	additional	Twitter	posts	by	Mr.	Musk,	dated	July	29,	2019	and	May	1,	2020,	and	seeks	unspecified	damages	and	declaratory	and	injunctive


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relief.	We	believe	that	the	claims	have	no	merit	and	intend	to	defend	against	them	vigorously.	We	are	unable	to	estimate	the	potential	loss	or	range	of	loss,	if
any,	associated	with	these	lawsuits.
Certain	Investigations	and	Other	Matters
We	receive	requests	for	information	from	regulators	and	governmental	authorities,	such	as	the	National	Highway	Traffic	Safety	Administration,	the
National	Transportation	Safety	Board,	the	SEC,	the	Department	of	Justice	(“DOJ”)	and	various	state,	federal,	and	international	agencies.	We	routinely	cooperate
with	such	regulatory	and	governmental	requests.
	
In	particular,	the	SEC	had	issued	subpoenas	to	Tesla	in	connection	with	(a)	Elon	Musk’s	prior	statement	that	he	was	considering	taking	Tesla	private
and	(b)	certain	projections	that	we	made	for	Model	3	production	rates	during	2017	and	other	public	statements	relating	to	Model	3	production.	The	take-private
investigation	was	resolved	and	closed	with	a	settlement	entered	into	with	the	SEC	in	September	2018	and	as	further	clarified	in	April	2019	in	an	amendment.
On	December	4,	2019,	the	SEC	(i)	closed	the	investigation	into	the	projections	and	other	public	statements	regarding	Model	3	production	rates	and	(ii)	issued	a
subpoena	seeking	information	
concerning	certain	financial	data	and	contracts	including	Tesla’s	regular	financing	arrangements
.	Separately,	the	DOJ	had	also
asked	us	to	voluntarily	provide	it	with	information	about	the	above	matters	related	to	taking	Tesla	private	and	Model	3	production	rates.


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Aside	from	the	settlement,	as	amended,	with	the	SEC	relating	to	Mr.	Musk’s	statement	that	he	was	considering	taking	Tesla	private,	there	have	not	been
any	developments	in	these	matters	that	we	deem	to	be	material,	and	to	our	knowledge	no	government	agency	in	any	ongoing	investigation	has	concluded	that
any	wrongdoing	occurred.	As	is	our	normal	practice,	we	have	been	cooperating	and	will	continue	to	cooperate	with	government	authorities.	We	cannot	predict
the	outcome	or	impact	of	any	ongoing	matters.	Should	the	government	decide	to	pursue	an	enforcement	action,	there	exists	the	possibility	of	a	material	adverse
impact	on	our	business,	results	of	operation,	prospects,	cash	flows,	and	financial	position.
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We	are	also	subject	to	various	other	legal	proceedings	and	claims	that	arise	from	the	normal	course	of	business	activities.	If	an	unfavorable	ruling	or
development	were	to	occur,	there	exists	the	possibility	of	a	material	adverse	impact	on	our	business,	results	of	operations,	prospects,	cash	flows,	financial
position,	and	brand.
Indemnification	and	Guaranteed	Returns
We	are	contractually	obligated	to	compensate	certain	fund	investors	for	any	losses	that	they	may	suffer	in	certain	limited	circumstances	resulting	from
reductions	in	investment	tax	credits	claimed	under	U.S.	federal	laws	for	the	installation	of	solar	power	facilities	and	energy	storage	systems	that	are	charged
from	a	co-sited	solar	power	facility	(“ITC”s).	Generally,	such	obligations	would	arise	as	a	result	of	reductions	to	the	value	of	the	underlying	solar	energy	systems
as	assessed	by	the	U.S.	Internal	Revenue	Service	(the	“IRS”)	for	purposes	of	claiming	ITCs.	For	each	balance	sheet	date,	we	assess	and	recognize,	when
applicable,	a	distribution	payable	for	the	potential	exposure	from	this	obligation	based	on	all	the	information	available	at	that	time,	including	any	audits
undertaken	by	the	IRS.	We	believe	that	any	payments	to	the	fund	investors	in	excess	of	the	amounts	already	recognized	by	us	for	this	obligation	are	not
probable	or	material	based	on	the	facts	known	at	the	filing	date.
The	maximum	potential	future	payments	that	we	could	have	to	make	under	this	obligation	would	depend	on	the	difference	between	the	fair	values	of	the


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solar	energy	systems	sold	or	transferred	to	the	funds	as	determined	by	us	and	the	values	that	the	IRS	would	determine	as	the	fair	value	for	the	systems	for
purposes	of	claiming	ITCs.	We	claim	ITCs	based	on	guidelines	provided	by	the	U.S.	Treasury	department	and	the	statutory	regulations	from	the	IRS.	We	use	fair
values	determined	with	the	assistance	of	independent	third-party	appraisals	commissioned	by	us	as	the	basis	for	determining	the	ITCs	that	are	passed-through
to	and	claimed	by	the	fund	investors.	Since	we	cannot	determine	exactly	how	the	IRS	will	evaluate	system	values	used	in	claiming	ITCs,	we	are	unable	to
reliably	estimate	the	maximum	potential	future	payments	that	it	could	have	to	make	under	this	obligation	as	of	each	balance	sheet	date.
We	are	eligible	to	receive	certain	state	and	local	incentives	that	are	associated	with	renewable	energy	generation.	The	amount	of	incentives	that	can	be
claimed	is	based	on	the	projected	or	actual	solar	energy	system	size	and/or	the	amount	of	solar	energy	produced.	We	also	currently	participate	in	one	state’s
incentive	program	that	is	based	on	either	the	fair	market	value	or	the	tax	basis	of	solar	energy	systems	placed	in	service.	State	and	local	incentives	received	are
allocated	between	us	and	fund	investors	in	accordance	with	the	contractual	provisions	of	each	fund.	We	are	not	contractually	obligated	to	indemnify	any	fund
investor	for	any	losses	they	may	incur	due	to	a	shortfall	in	the	amount	of	state	or	local	incentives	actually	received.
Letters	of	Credit
As	of	December	31,	2020,	we	had	$
233
	million	of	unused	letters	of	credit	outstanding.
	
Note	17	–	Variable	Interest	Entity	Arrangements


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Note	17	–	Variable	Interest	Entity	Arrangements
We	have	entered	into	various	arrangements	with	investors	to	facilitate	the	funding	and	monetization	of	our	
solar	energy	systems	and	vehicles.	In
particular,	our	wholly	owned	subsidiaries	and	fund	investors	have	formed	and	contributed	cash	and	assets	into	various	financing	funds	and	entered	into	related
agreements.
	We	have	determined	that	the	funds	are	variable	interest	entities	(“VIEs”)	and	we	are	the	primary	beneficiary	of	these	VIEs	by	reference	to	the
power	and	benefits	criterion	under	ASC	810,	
Consolidation
.	We	have	considered	the	provisions	within	the	agreements,	which	grant	us	the	power	to	manage	and
make	decisions	that	affect	the	operation	of	these	VIEs,	including	determining	the	solar	energy	systems	or	vehicles	and	the	associated	customer	contracts	to	be
sold	or	contributed	to	these	VIEs,	redeploying	solar	energy	systems	or	vehicles	and	managing	customer	receivables.	We	consider	that	the	rights	granted	to	the
fund	investors	under	the	agreements	are	more	protective	in	nature	rather	than	participating.
As	the	primary	beneficiary	of	these	VIEs,	we	consolidate	in	the	financial	statements	the	financial	position,	results	of	operations	and	cash	flows	of	these
VIEs,	and	all	intercompany	balances	and	transactions	between	us	and	these	VIEs	are	eliminated	in	the	consolidated	financial	statements.	Cash	distributions	of
income	and	other	receipts	by	a	fund,	net	of	agreed	upon	expenses,	estimated	expenses,	tax	benefits	and	detriments	of	income	and	loss	and	tax	credits,	are
allocated	to	the	fund	investor	and	our	subsidiary	as	specified	in	the	agreements.


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Generally,	our	subsidiary	has	the	option	to	acquire	the	fund	investor’s	interest	in	the	fund	for	an	amount	based	on	the	market	value	of	the	fund	or	the
formula	specified	in	the	agreements.
Upon	the	sale	or	liquidation	of	a	fund,	distributions	would	occur	in	the	order	and	priority	specified	in	the	agreements.
Pursuant	to	management	services,	maintenance	and	warranty	arrangements,	we	have	been	contracted	to	provide	services	to	the	funds,	such	as
operations	and	maintenance	support,	accounting,	lease	servicing	and	performance	reporting.	In	some	instances,	we	have	guaranteed	payments	to	the	fund
investors	as	specified	in	the	agreements.	A	fund’s	creditors	have	no	recourse	to	our	general	credit	or	to	that	of	other	funds.	None	of	the	assets	of	the	funds	had
been	pledged	as	collateral	for	their	obligations.
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The	aggregate	carrying	values	of	the	VIEs’	assets	and	liabilities,	after	elimination	of	any	intercompany	transactions	and	balances,	in	the	consolidated
balance	sheets	were	as	follows	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2020
	
	
2019
	
Assets
	
	
	
	
	
	
	
	
Current	assets
	
	
	
	
	
	
	
	
Cash	and	cash	equivalents
	
$
87
	
	
$
106
	
Accounts	receivable,	net
	
	
28
	
	
	
27
	
Prepaid	expenses	and	other	current	assets
	
	
105
	
	
	
100
	
Total	current	assets
	
	
220
	
	
	
233
	
Operating	lease	vehicles,	net
	
	
—
	
	
	
1,183
	
Solar	energy	systems,	net
	
	
4,749
	
	
	
5,030
	
Other	non-current	assets
	
	
182
	
	
	
156
	
Total	assets
	
$
5,151
	
	
$
6,602
	
Liabilities
	
	
	
	
	
	
	
	
Current	liabilities
	
	
	
	
	
	
	
	
Accrued	liabilities	and	other
	
$
63
	
	
$
80
	
Deferred	revenue
	
	
11
	
	
	
78
	
Customer	deposits
	
	
14
	
	
	
9
	
Current	portion	of	debt	and	finance	leases
	
	
797
	
	
	
608
	
Total	current	liabilities
	
	
885
	
	
	
775
	
Deferred	revenue,	net	of	current	portion
	
	
168


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168
	
	
	
264
	
Debt	and	finance	leases,	net	of	current	portion
	
	
1,346
	
	
	
1,516
	
Other	long-term	liabilities
	
	
19
	
	
	
22
	
Total	liabilities
	
$
2,418
	
	
$
2,577
	
	
	
Note	18	–	Lease	Pass-Through	Financing	Obligation
Through	December	31,	2020,	we	had	entered	into	
eight
	transactions	referred	to	as	“lease	pass-through	fund	arrangements”.	Under	these	arrangements,
our	wholly	owned	subsidiaries	finance	the	cost	of	solar	energy	systems	with	investors	through	arrangements	contractually	structured	as	master	leases	for	an
initial	term	ranging	between	
10
	and	
25
	years
.	These	solar	energy	systems	are	subject	to	lease	or	PPAs	with	customers	with	an	initial	term	not	exceeding	
25
years.	These	solar	energy	systems	are	included	within	solar	energy	systems,	net	on	the	consolidated	balance	sheets.
The	cost	of	the	solar	energy	systems	under	lease	pass-through	fund	arrangements	as	of	December	31,	2020	and	2019	was	$
1.05
	billion.	The
accumulated	depreciation	on	these	assets	as	of	December	31,	2020	and	2019	was	$
137
	million	and	$
101
	million,	respectively.	The	total	lease	pass-through
financing	obligation	as	of	December	31,	2020	was	$
68
	million,	of	which	$
41
	million	is	classified	as	a	current	liability.	The	total	lease	pass-through	financing
obligation	as	of	December	31,	2019	was	$
94
	million,	of	which	$
57


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94
	million,	of	which	$
57
	million	was	classified	as	a	current	liability.	Lease	pass-through	financing	obligation	is
included	in	accrued	liabilities	and	other	for	the	current	portion	and	other	long-term	liabilities	for	the	long-term	portion	on	the	consolidated	balance	sheets.
Under	a	lease	pass-through	fund	arrangement,	the	investor	makes	a	large	upfront	payment	to	the	lessor,	which	is	one	of	our	subsidiaries,	and	in	some
cases,	subsequent	periodic	payments.	We	allocate	a	portion	of	the	aggregate	investor	payments	to	the	fair	value	of	the	assigned	ITCs,	which	is	estimated	by
discounting	the	projected	cash	flow	impact	of	the	ITCs	using	a	market	interest	rate	and	is	accounted	for	separately.	We	account	for	the	remainder	of	the
investor	payments	as	a	borrowing	by	recording	the	proceeds	received	as	a	lease	pass-through	financing	obligation,	which	is	repaid	from	the	future	customer
lease	payments	and	any	incentive	rebates.	A	portion	of	the	amounts	received	by	the	investor	is	allocated	to	interest	expense	using	the	effective	interest	rate
method.
The	lease	pass-through	financing	obligation	is	non-recourse	once	the	associated	solar	energy	systems	have	been	placed	in-service	and	the	associated
customer	arrangements	have	been	assigned	to	the	investors.	In	addition,	we	are	responsible	for	any	warranties,	performance	guarantees,	accounting	and
performance	reporting.	Furthermore,	we	continue	to	account	for	the	customer	arrangements	and	any	incentive	rebates	in	the	consolidated	financial	statements,
regardless	of	whether	the	cash	is	received	by	us	or	directly	by	the	investors.
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As	of	December	31,	2020,	the	future	minimum	master	lease	payments	to	be	received	from	investors,	for	each	of	the	next	five	years	and	thereafter,	were
as	follows	(in	millions):
	
2021
	
$
41
	
2022
	
	
33
	
2023
	
	
26
	
2024
	
	
18
	
2025
	
	
27
	
Thereafter
	
	
423
	
Total
	
$
568
	
For	two	of	the	lease	pass-through	fund	arrangements,	our	subsidiaries	have	pledged	its	assets	to	the	investors	as	security	for	its	obligations	under	the
contractual	agreements.
Each	lease	pass-through	fund	arrangement	has	a	one-time	master	lease	prepayment	adjustment	mechanism	that	occurs	when	the	capacity	and	the
placed-in-service	dates	of	the	associated	solar	energy	systems	are	finalized	or	on	an	agreed-upon	date.	As	part	of	this	mechanism,	the	master	lease	prepayment
amount	is	updated,	and	we	may	be	obligated	to	refund	a	portion	of	a	master	lease	prepayment	or	entitled	to	receive	an	additional	master	lease	prepayment.	Any
additional	master	lease	prepayments	are	recorded	as	an	additional	lease	pass-through	financing	obligation	while	any	master	lease	prepayment	refunds	would
reduce	the	lease	pass-through	financing	obligation.
	
Note	19	–	Defined	Contribution	Plan
We	have	a	401(k)	savings	plan	that	is	intended	to	qualify	as	a	deferred	salary	arrangement	under	Section	401(k)	of	the	Internal	Revenue	Code.	Under
the	401(k)	savings	plan,	participating	employees	may	elect	to	contribute	up	to	
100
%	of	their	eligible	compensation,	subject	to	certain	limitations.	Participants
are	fully	vested	in	their	contributions.	We	did	
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no
t	make	any	contributions	to	the	401(k)	savings	plan	during	the	years	ended	December	31,	2020,	2019	and	2018
(other	than	employee	deferrals	of	eligible	compensation).
	
	
Note	20	–	Related	Party	Transactions
In	November	2018,	our	CEO	purchased	from	us	
284,575
	shares	of	our	common	stock	in	a	private	placement	at	a	per	share	price	equal	to	the	last	closing
price	of	our	stock	prior	to	the	execution	of	the	purchase	agreement	for	an	aggregate	$
20
	million,	as	adjusted	to	give	effect	to	the	Stock	Split.
In	May	2019,	our	CEO	purchased	from	us	
514,400
	shares	of	our	common	stock	in	a	public	offering	at	the	public	offering	price	for	an	aggregate	$
25
million,	as	adjusted	to	give	effect	to	the	Stock	Split.
In	February	2020,	our	CEO	and	a	member	of	our	Board	of	Directors	purchased	from	us	
65,185
	and	
6,250
	shares,	respectively,	of	our	common	stock	in	a
public	offering	at	the	public	offering	price	for	an	aggregate	$
10
	million	and	$
1
	million,	respectively,	as	adjusted	to	give	effect	to	the	Stock	Split.
In	June	2020,	our	CEO	entered	into	an	indemnification	agreement	with	us	for	an	interim	term	of	
90
	days.	During	the	interim	term,	we	resumed	our
annual	evaluation	of	all	available	options	for	providing	directors’	and	officers’	indemnity	coverage,	which	we	had	suspended	during	the	height	of	shelter-in-
place	requirements	related	to	the	COVID-19	pandemic.	As	part	of	such	process,	we	obtained	a	binding	market	quote	for	a	directors’	and	officers’	liability


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insurance	policy	with	an	aggregate	coverage	limit	of	$
100
	million.
Pursuant	to	the	indemnification	agreement,	our	CEO	provided,	from	his	personal	funds,	directors’	and	officers’	indemnity	coverage	to	us	during	the
interim	term	in	the	event	such	coverage	is	not	indemnifiable	by	us,	up	to	a	total	of	$
100
	million.	In	return,	we	paid	our	CEO	a	total	of	$
3
	million,	which
represents	the	market-based	premium	for	the	market	quote	described	above	as	prorated	for	90	days	and	further	discounted	by	
50
%.	Following	the	lapse	of	the
90-day	period,	we	did	not	extend	the	term	of	the	indemnification	agreement	with	our	CEO	and	instead	bound	a	customary	directors’	and	officers’	liability
insurance	policy	with	third-party	carriers.
	
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Note	
2
1
	–	Segment	Reporting	and	Information	about	Geographic	Areas
We	have	
two
	operating	and	reportable	segments:	(i)	automotive	and	(ii)	energy	generation	and	storage.	The	automotive	segment	includes	the	design,
development,	manufacturing,	sales,	and	leasing	of	electric	vehicles	as	well	as	sales	of	automotive	regulatory	credits.	Additionally,	the	automotive	segment	is
also	comprised	of	services	and	other,	which	includes	non-warranty	after-sales	vehicle	services,	sales	of	used	vehicles,	retail	merchandise,	sales	by	our	acquired
subsidiaries	to	third	party	customers,	and	vehicle	insurance	revenue.	The	energy	generation	and	storage	segment	includes	the	design,	manufacture,
installation,	sales,	and	leasing	of	solar	energy	generation	and	energy	storage	products	and	related	services	and	sales	of	solar	energy	systems	incentives.	Our
CODM	does	not	evaluate	operating	segments	using	asset	or	liability	information.	
The	following	table	presents	revenues	and	gross	profit	by	reportable	segment
(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
Automotive	segment
	
	
	
	
	
	
	
	
	
	
	
	
Revenues
	
$
29,542
	
	
$
23,047
	
	
$
19,906
	
Gross	profit
	
$
6,612
	
	
$
3,879
	
	
$
3,852
	
Energy	generation	and	storage	segment
	
	
	
	
	
	
	
	
	
	
	
	
Revenues
	
$
1,994
	
	
$
1,531
	
	
$
1,555
	
Gross	profit


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$
1,555
	
Gross	profit
	
$
18
	
	
$
190
	
	
$
190
	
	
The	following	table	presents	revenues	by	geographic	area	based	on	the	sales	location	of	our	products	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2020
	
	
2019
	
	
2018
	
United	States
	
$
15,207
	
	
$
12,653
	
	
$
14,872
	
China
	
	
6,662
	
	
	
2,979
	
	
	
1,757
	
Other
	
	
9,667
	
	
	
8,946
	
	
	
4,832
	
Total
	
$
31,536
	
	
$
24,578
	
	
$
21,461
	
	
The	revenues	in	certain	geographic	areas	were	impacted	by	the	price	adjustments	we	made	to	our	vehicle	offerings	during	the	years	ended	December
31,	2020	and	2019.	Refer	to	Note	2,	
Summary	of	Significant	Accounting	Policies
,	for	details.
	
The	following	table	presents	long-lived	assets	by	geographic	area	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2020
	
	
2019
	
United	States
	
$
15,989
	
	
$
15,644
	
International
	
	
2,737
	
	
	
890
	
Total
	
$
18,726
	
	
$
16,534
	
	
	
Note	22	–	Restructuring	and	Other


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Note	22	–	Restructuring	and	Other
During	the	year	ended	December	31,	2019,	we	carried	out	certain	restructuring	actions	in	order	to	reduce	costs	and	improve	efficiency.	As	a	result,	we
recognized	$
50
	million	of	costs	primarily	related	to	employee	termination	expenses	and	losses	from	closing	certain	stores	impacting	both	segments.	We
recognized	$
47
	million	in	impairment	related	to	the	IPR&D	intangible	asset	as	we	abandoned	further	development	efforts	and	$
15
	million	for	the	related
equipment	within	the	energy	generation	and	storage	segment.	We	also	incurred	a	loss	of	$
37
	million	for	closing	operations	in	certain	facilities.	On	the
statement	of	cash	flows,	the	amounts	were	presented	in	the	captions	in	which	such	amounts	would	have	been	recorded	absent	the	impairment	charges.	The
employee	termination	expenses	were	substantially	paid	by	December	31,	2019,	while	the	remaining	amounts	were	non-cash.
During	the	year	ended	December	31,	2018,	we	carried-out	certain	restructuring	actions	in	order	to	reduce	costs	and	improve	efficiency	and	recognized
$
37
	million	of	employee	termination	expenses	and	estimated	losses	from	sub-leasing	a	certain	facility.	The	employee	termination	cash	expenses	of	$
27
	million
were	substantially	paid	by	the	end	of	2018,	while	the	remaining	amounts	were	non-cash.	Also	included	within	restructuring	and	other	activities	was	$
55
	million
of	expenses	(materially	all	of	which	were	non-cash)	from	restructuring	the	energy	generation	and	storage	segment,	which	comprised	of	disposals	of	certain


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tangible	assets,	the	shortening	of	the	useful	life	of	a	trade	name	intangible	asset	and	a	contract	termination	penalty.	In	addition,	we	concluded	that	a	small
portion	of	the	IPR&D	asset	is	not	commercially	feasible.	Consequently,	we	recognized	an	impairment	loss	of	$
13
	million.	We	recognized	settlement	and	legal
expenses	of	$
30
	million	in	the	year	ended	December	31,	2018	for	the	settlement	with	the	SEC	relating	to	a	take-private	proposal	for	Tesla.	These	expenses	were
substantially	paid	by	the	end	of	2018.
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Note	23	–	Subsequent	Events
	
Early	Conversions	of	Convertible	Senior	Notes
Between	January	1,	2021	and	February	5,	2021,	we	have	received	additional	conversion	notices	on	our	2022	Notes	and	2024	Notes	for	$
62
	million	and
$
623
	million	in	aggregate	principal	amounts,	respectively,	for	which	we	intend	to	settle	the	principal	amounts	in	cash	during	the	three	months	ended	March	31,
2021.
	
Investments
In	January	2021,	we	updated	our	investment	policy	to	provide	us	with	more	flexibility	to	further	diversify	and	maximize	returns	on	our	cash	that	is	not
required	to	maintain	adequate	operating	liquidity.	As	part	of	the	policy,	we	may	invest	a	portion	of	such	cash	in	certain	specified	alternative	reserve	assets.
Thereafter,	we	invested	an	aggregate
	$
1.50
billion	in	bitcoin	under	this	policy.	Moreover,	we	expect	to	begin	accepting	bitcoin	as	a	form	of	payment	for	our
products	in	the	near	future,	subject	to	applicable	laws	and	initially	on	a	limited	basis,	which	we	may	or	may	not	liquidate	upon	receipt.
We	will	account	for	digital	assets	as	indefinite-lived	intangible	assets	in	accordance	with	ASC	350,	
Intangibles–Goodwill	and	Other
.	The	digital	assets	are
initially	recorded	at	cost	and	are	subsequently	remeasured	on	the	consolidated	balance	sheet	at	cost,	net	of	any	impairment	losses	incurred	since	acquisition.
We	will	perform	an	analysis	each	quarter	to	identify	impairment.	If	the	carrying	value	of	the	digital	asset	exceeds	the	fair	value	based	on	the	lowest	price


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quoted	in	the	active	exchanges	during	the	period,	we	will	recognize	an	impairment	loss	equal	to	the	difference	in	the	consolidated	statement	of	operations.
The	cost	basis	of	the	digital	assets	will	not	be	adjusted	upward	for	any	subsequent	increases	in	their	quoted	prices	on	the	active	exchanges.	Gains	(if
any)	will	not	be	recorded	until	realized	upon	sale.
	
Note	24	–	Quarterly	Results	of	Operations	(Unaudited)
The	following	table	presents	selected	quarterly	results	of	operations	data	for	the	years	ended	December	31,	2020	and	2019	(in	millions,	except	per	share
amounts):
	
	
	
Three	Months	Ended
	
	
	
March	31
	
	
June	30
	
	
September	30
	
	
December	31
	
2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Total	revenues
	
$
5,985
	
	
$
6,036
	
	
$
8,771
	
	
$
10,744
	
Gross	profit
	
$
1,234
	
	
$
1,267
	
	
$
2,063
	
	
$
2,066
	
Net	income	attributable	to	common
			stockholders
	
$
16
	
	
$
104
	
	
$
331
	
	
$
270
	
Net	income	per	share	of	common	stock
			attributable	to	common	stockholders,	basic	(1)
	
$
0.02
	
	
$
0.11
	
	
$
0.32
	
	
$
0.28
	
Net	income	per	share	of	common	stock
			attributable	to	common	stockholders,	diluted	(1)
	
$
0.02
	
	
$


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$
0.02
	
	
$
0.10
	
	
$
0.27
	
	
$
0.24
	
2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Total	revenues
	
$
4,541
	
	
$
6,350
	
	
$
6,303
	
	
$
7,384
	
Gross	profit
	
$
566
	
	
$
921
	
	
$
1,191
	
	
$
1,391
	
Net	(loss)	income	attributable	to	common
			stockholders
	
$
(
702
)
	
$
(
408
)
	
$
143
	
	
$
105
	
Net	(loss)	income	per	share	of	common	stock
			attributable	to	common	stockholders,	basic	(1)
	
$
(
0.82
)
	
$
(
0.46
)
	
$
0.16
	
	
$
0.12
	
Net	(loss)	income	per	share	of	common	stock
			attributable	to	common	stockholders,	diluted	(1)
	
$
(
0.82
)
	
$
(
0.46
)
	
$
0.16
	
	
$
0.11
	
	
(1)
Prior	period	results	have	been	adjusted	to	reflect	the	Stock	Split.	See	Note	1,	
Overview
,	for	details.
	
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I
TEM	9.
CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE
None.
I
TEM	9A.
CONTROLS	AND	PROCEDURES
Evaluation	of	Disclosure	Controls	and	Procedures
Our	management,	with	the	participation	of	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer,	evaluated	the	effectiveness	of	our	disclosure
controls	and	procedures	pursuant	to	Rule	13a-15	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	“Exchange	Act”).	In	designing	and	evaluating	the
disclosure	controls	and	procedures,	our	management	recognizes	that	any	controls	and	procedures,	no	matter	how	well	designed	and	operated,	can	provide	only
reasonable	assurance	of	achieving	the	desired	control	objectives.	In	addition,	the	design	of	disclosure	controls	and	procedures	must	reflect	the	fact	that	there
are	resource	constraints	and	that	our	management	is	required	to	apply	its	judgment	in	evaluating	the	benefits	of	possible	controls	and	procedures	relative	to
their	costs.
Based	on	this	evaluation,	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer	concluded	that,	as	of	December	31,	2020,	our	disclosure	controls
and	procedures	were	designed	at	a	reasonable	assurance	level	and	were	effective	to	provide	reasonable	assurance	that	the	information	we	are	required	to
disclose	in	reports	that	we	file	or	submit	under	the	Exchange	Act	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in	the
Securities	and	Exchange	Commission	rules	and	forms,	and	that	such	information	is	accumulated	and	communicated	to	our	management,	including	our	Chief
Executive	Officer	and	our	Chief	Financial	Officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosures.


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Management’s	Report	on	Internal	Control	over	Financial	Reporting
Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting.	Internal	control	over	financial
reporting	is	a	process	designed	by,	or	under	the	supervision	of,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	to	provide	reasonable	assurance
regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted
accounting	principles	and	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that	in	reasonable	detail	accurately	and	fairly
reflect	the	transactions	and	dispositions	of	our	assets;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of
financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	our	receipts	and	expenditures	are	being	made	only	in	accordance
with	authorizations	of	our	management	and	directors	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized
acquisition,	use	or	disposition	of	our	assets	that	could	have	a	material	effect	on	the	financial	statements.
Under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	we	conducted	an
evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	criteria	established	in	
Internal	Control	–	Integrated	Framework	(2013)
issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(“COSO”).	Our	management	concluded	that	our	internal	control	over
financial	reporting	was	effective	as	of	December	31,	2020.


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Our	independent	registered	public	accounting	firm,	PricewaterhouseCoopers	LLP,	has	audited	the	effectiveness	of	our	internal	control	over	financial
reporting	as	of	December	31,	2020,	as	stated	in	their	report	which	is	included	herein.
Limitations	on	the	Effectiveness	of	Controls
Because	of	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements	and	projections	of	any	evaluation	of
effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance
with	the	policies	or	procedures	may	deteriorate.
Changes	in	Internal	Control	over	Financial	Reporting
There	was	no	change	in	our	internal	control	over	financial	reporting	that	occurred	during	the	fourth	fiscal	quarter	of	the	year	ended	December	31,	2020,
which	has	materially	affected,	or	is	reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.
I
TEM	9B.
OTHER	INFORMATION
None.
	
107


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P
ART	III
I
TEM	10.
DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE
The	information	required	by	this	Item	10	of	Form	10-K	will	be	included	in	our	2021	Proxy	Statement	to	be	filed	with	the	Securities	and	Exchange
Commission	in	connection	with	the	solicitation	of	proxies	for	our	2021	Annual	Meeting	of	Stockholders	and	is	incorporated	herein	by	reference.	The	2021	Proxy
Statement	will	be	filed	with	the	Securities	and	Exchange	Commission	within	120	days	after	the	end	of	the	fiscal	year	to	which	this	report	relates.
I
TEM	11.
EXECUTIVE	COMPENSATION
The	information	required	by	this	Item	11	of	Form	10-K	will	be	included	in	our	2021	Proxy	Statement	and	is	incorporated	herein	by	reference.
I
TEM	12.
SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS
The	information	required	by	this	Item	12	of	Form	10-K	will	be	included	in	our	2021	Proxy	Statement	and	is	incorporated	herein	by	reference.
I
TEM	13.
CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS	AND	DIRECTOR	INDEPENDENCE
The	information	required	by	this	Item	13	of	Form	10-K	will	be	included	in	our	2021	Proxy	Statement	and	is	incorporated	herein	by	reference.
I
TEM	14.
PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES
The	information	required	by	this	Item	14	of	Form	10-K	will	be	included	in	our	2021	Proxy	Statement	and	is	incorporated	herein	by	reference.
PART	IV
ITEM	15.
EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES
1.
Financial	statements	(see	
Index	to	Consolidated	Financial	Statements


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Index	to	Consolidated	Financial	Statements
	in	Part	II,	Item	8	of	this	report)
2.
All	financial	statement	schedules	have	been	omitted	since	the	required	information	was	not	applicable	or	was	not	present	in	amounts	sufficient	to
require	submission	of	the	schedules,	or	because	the	information	required	is	included	in	the	consolidated	financial	statements	or	the	accompanying	notes
3.
The	exhibits	listed	in	the	following	
Index	to	Exhibits
	are	filed	or	incorporated	by	reference	as	part	of	this	report
	
	
	
108


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INDEX	TO	EXHIBITS
	
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.1
		
Amended	and	Restated	Certificate	of	Incorporation	of
the	Registrant.
		
10-K
		
001-34756
		
3.1
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.2
	
Certificate	of	Amendment	to	the	Amended	and	Restated
Certificate	of	Incorporation	of	the	Registrant.
	
10-K
	
001-34756
	
3.2
	
March	1,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.3
		
Amended	and	Restated	Bylaws	of	the	Registrant.
		
8-K
		
001-34756
		
3.2
		
February	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.1
		
Specimen	common	stock	certificate	of	the	Registrant.
		
10-K
		
001-34756
		
4.1
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.2
		
Fifth	Amended	and	Restated	Investors’	Rights
Agreement,	dated	as	of	August	31,	2009,	between
Registrant	and	certain	holders	of	the	Registrant’s	capital
stock	named	therein.
		
S-1


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stock	named	therein.
		
S-1
		
333-164593
		
4.2
		
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.3
		
Amendment	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	May	20,	2010,	between
Registrant	and	certain	holders	of	the	Registrant’s	capital
stock	named	therein.
		
S-1/A
		
333-164593
		
4.2A
		
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.4
		
Amendment	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement	between	Registrant,	Toyota	Motor
Corporation	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
		
S-1/A
		
333-164593
		
4.2B
		
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.5
		
Amendment	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	June	14,	2010,	between
Registrant	and	certain	holders	of	the	Registrant’s	capital
stock	named	therein.
		
S-1/A
		
333-164593
		
4.2C
		
June	15,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.6
		
Amendment	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	November	2,	2010,


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between	Registrant	and	certain	holders	of	the
Registrant’s	capital	stock	named	therein.
		
8-K
		
001-34756
		
4.1
		
November	4,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.7
		
Waiver	to	Fifth	Amended	and	Restated	Investor’s	Rights
Agreement,	dated	as	of	May	22,	2011,	between
Registrant	and	certain	holders	of	the	Registrant’s	capital
stock	named	therein.
		
S-1/A
		
333-174466
		
4.2E
		
June	2,	2011
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.8
		
Amendment	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	May	30,	2011,	between
Registrant	and	certain	holders	of	the	Registrant’s	capital
stock	named	therein.
		
8-K
		
001-34756
		
4.1
		
June	1,	2011
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.9
		
Sixth	Amendment	to	Fifth	Amended	and	Restated
Investors’	Rights	Agreement,	dated	as	of	May	15,	2013
among	the	Registrant,	the	Elon	Musk	Revocable	Trust
dated	July	22,	2003	and	certain	other	holders	of	the
capital	stock	of	the	Registrant	named	therein.
		
8-K
		
001-34756
		
4.1
		
May	20,	2013
		
	
109


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string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.10
		
Waiver	to	Fifth	Amended	and	Restated	Investor’s	Rights
Agreement,	dated	as	of	May	14,	2013,	between	the
Registrant	and	certain	holders	of	the	capital	stock	of	the
Registrant	named	therein.
		
8-K
		
001-34756
		
4.2
		
May	20,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.11
		
Waiver	to	Fifth	Amended	and	Restated	Investor’s	Rights
Agreement,	dated	as	of	August	13,	2015,	between	the
Registrant	and	certain	holders	of	the	capital	stock	of	the
Registrant	named	therein.
		
8-K
		
001-34756
		
4.1
		
August	19,	2015
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.12
		
Waiver	to	Fifth	Amended	and	Restated	Investors’	Rights
Agreement,	dated	as	of	May	18,	2016,	between	the
Registrant	and	certain	holders	of	the	capital	stock	of	the
Registrant	named	therein.
		
8-K
		
001-34756
		
4.1
		
May	24,	2016
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.13
	
Waiver	to	Fifth	Amended	and	Restated	Investors’	Rights


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string_value:
Agreement,	dated	as	of	March	15,	2017,	between	the
Registrant	and	certain	holders	of	the	capital	stock	of	the
Registrant	named	therein.
	
8-K
		
001-34756
		
4.1
		
March	17,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.14
	
Waiver	to	Fifth	Amended	and	Restated	Investors’	Rights
Agreement,	dated	as	of	May	1,	2019,	between	the
Registrant	and	certain	holders	of	the	capital	stock	of	the
Registrant	named	therein.
	
8-K
		
001-34756
		
4.1
		
May	3,	2019
		
	
				4.15
		
Indenture,	dated	as	of	May	22,	2013,	by	and	between
the	Registrant	and	U.S.	Bank	National	Association.
		
8-K
		
001-34756
		
4.1
		
May	22,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.16
	
Third	Supplemental	Indenture,	dated	as	of	March	5,
2014,	by	and	between	the	Registrant	and	U.S.	Bank
National	Association.
	
8-K
	
001-34756
	
4.4
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.17
	
Form	of	1.25%	Convertible	Senior	Note	Due	March	1,
2021	(included	in	Exhibit	4.16).
	
8-K
	
001-34756
	
4.4
	
March	5,	2014


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string_value:
4.18
	
Fourth	Supplemental	Indenture,	dated	as	of	March	22,
2017,	by	and	between	the	Registrant	and	U.S.	Bank
National	Association.
	
8-K
	
001-34756
	
4.2
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.19
	
Form	of	2.375%	Convertible	Senior	Note	Due	March	15,
2022	(included	in	Exhibit	4.18).
	
8-K
	
001-34756
	
4.2
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.20
	
Fifth	Supplemental	Indenture,	dated	as	of	May	7,	2019,
by	and	between	Registrant	and	U.S.	Bank	National
Association,	related	to	2.00%	Convertible	Senior	Notes
due	May	15,	2024.
	
8-K
	
001-34756
	
4.2
	
May	8,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.21
	
Form	of	2.00%	Convertible	Senior	Notes	due	May	15,
2024	(included	in	Exhibit	4.20).
	
8-K
	
001-34756
	
4.2
	
May	8,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.22
	
Indenture,	dated	as	of	August	18,	2017,	by	and	among


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string_value:
the	Registrant,	SolarCity,	and	U.S.	Bank	National
Association,	as	trustee.
	
8-K
	
001-34756
	
4.1
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.23
	
Form	of	5.30%	Senior	Note	due	August	15,	2025
.
	
8-K
	
001-34756
	
4.2
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
110


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
				4.24
	
Indenture,	dated	as	of	October	15,	2014,	
between
SolarCity	and	U.S.	Bank	National	Association,	as	trustee.
	
S-3ASR(1)
	
333-199321
	
4.1
	
October	15,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.25
	
Fourth	Supplemental	Indenture,	dated	as	of	October	15,
2014,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.00%	Solar	Bonds,	Series	2014/4-7
.
	
8-K(1)
	
001-35758
	
4.5
	
October	15,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.26
	
Eighth	Supplemental	Indenture,	dated	as	of	January	29,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.00%	Solar	Bonds,	Series	2015/4-7.
	
8-K(1)
	
001-35758
	
4.5
	
January	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.27
	
Tenth	Supplemental	Indenture,	dated	as	of	March	9,
2015,	by	and	between	SolarCity	and	the	Trustee,	related


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string_value:
to	SolarCity’s	5.00%	Solar	Bonds,	Series	2015/6-10.
	
8-K(1)
	
001-35758
	
4.3
	
March	9,	2015
	
	
				4.28
	
Eleventh	Supplemental	Indenture,	dated	as	of	March	9,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	5.75%	Solar	Bonds,	Series	2015/7-15.
	
8-K(1)
	
001-35758
	
4.4
	
March	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.29
	
Fifteenth	Supplemental	Indenture,	dated	as	of	March	19,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C4-10.
	
8-K(1)
	
001-35758
	
4.5
	
March	19,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.30
	
Sixteenth	Supplemental	Indenture,	dated	as	of	March
19,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C5-15.
	
8-K(1)
	
001-35758
	
4.6
	
March	19,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.31
	
Twentieth	Supplemental	Indenture,	dated	as	of	March
26,	2015,	by	and	between	SolarCity	and	the	Trustee,


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string_value:
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C9-10.
	
8-K(1)
	
001-35758
	
4.5
	
March	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.32
	
Twenty-First	Supplemental	Indenture,	dated	as	of	March
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C10-15.
	
8-K(1)
	
001-35758
	
4.6
	
March	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.33
	
Twenty-Sixth	Supplemental	Indenture,	dated	as	of	April
2,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C14-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	2,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.34
	
Thirtieth	Supplemental	Indenture,	dated	as	of	April	9,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C19-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.35


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string_value:
4.35
	
Thirty-First	Supplemental	Indenture,	dated	as	of	April	9,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C20-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.36
	
Thirty-Fifth	Supplemental	Indenture,	dated	as	of	April
14,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C24-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	14,	2015
	
	
111


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string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.37
	
Thirty-Sixth	Supplemental	Indenture,	dated	as	of	April
14,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C25-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.38
	
Thirty-Eighth	Supplemental	Indenture,	dated	as	of	April
21,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C27-10.
	
8-K(1)
	
001-35758
	
4.3
	
April	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.39
	
Thirty-Ninth	Supplemental	Indenture,	dated	as	of	April
21,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C28-15.
	
8-K(1)
	
001-35758
	
4.4
	
April	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.40


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string_value:
4.40
	
Forty-Third	Supplemental	Indenture,	dated	as	of	April
27,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C32-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	27,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.41
	
Forty-Fourth	Supplemental	Indenture,	dated	as	of	April
27,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C33-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	27,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.42
	
Forty-Eighth	Supplemental	Indenture,	dated	as	of	May
1,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
2015/12-10.
	
8-K(1)
	
001-35758
	
4.5
	
May	1,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.43
	
Forty-Ninth	Supplemental	Indenture,	dated	as	of	May	1,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	5.75%	Solar	Bonds,	Series	2015/13-15.
	
8-K(1)
	
001-35758


key: chroma:document
string_value:
8-K(1)
	
001-35758
	
4.6
	
May	1,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.44
	
Fifty-Second	Supplemental	Indenture,	dated	as	of	May
11,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C36-10
.
	
8-K(1)
	
001-35758
	
4.4
	
May	11,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.45
	
Fifty-Third	Supplemental	Indenture,	dated	as	of	May	11,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C37-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	11,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.46
	
Fifty-Seventh	Supplemental	Indenture,	dated	as	of	May
18,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C40-10.
	
8-K(1)
	
001-35758
	
4.4
	
May	18,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.47
	
Fifty-Eighth	Supplemental	Indenture,	dated	as	of	May


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string_value:
18,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C41-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	18,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.48
	
Sixty-First	Supplemental	Indenture,	dated	as	of	May	26,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C44-10.
	
8-K(1)
	
001-35758
	
4.4
	
May	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.49
	
Sixty-Second	Supplemental	Indenture,	dated	as	of	May
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C45-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	26,	2015
	
	
112


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.50
	
Seventieth	Supplemental	Indenture,	dated	as	of	June	16,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C52-10.
	
8-K(1)
	
001-35758
	
4.4
	
June	16,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.51
	
Seventy-First	Supplemental	Indenture,	dated	as	of	June
16,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C53-15.
	
8-K(1)
	
001-35758
	
4.5
	
June	16,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.52
	
Seventy-Fourth	Supplemental	Indenture,	dated	as	of
June	22,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C56-10.
	
8-K(1)
	
001-35758
	
4.4
	
June	23,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.53


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string_value:
4.53
	
Seventy-Fifth	Supplemental	Indenture,	dated	as	of	June
22,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C57-15
.
	
8-K(1)
	
001-35758
	
4.5
	
June	23,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.54
	
Eightieth	Supplemental	Indenture,	dated	as	of	June	29,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C61-10.
	
8-K(1)
	
001-35758
	
4.5
	
June	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.55
	
Eighty-First	Supplemental	Indenture,	dated	as	of	June
29,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C62-15.
	
8-K(1)
	
001-35758
	
4.6
	
June	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.56
	
Ninetieth	Supplemental	Indenture,	dated	as	of	July	20,
2015,	by	and	between	SolarCity	and	the	Trustee,	related
to	SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C71-10.
	
8-K(1)
	
001-35758


key: chroma:document
string_value:
8-K(1)
	
001-35758
	
4.5
	
July	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.57
	
Ninety-First	Supplemental	Indenture,	dated	as	of	July
20,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C72-15.
	
8-K(1)
	
001-35758
	
4.6
	
July	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.58
	
Ninety-Fifth	Supplemental	Indenture,	dated	as	of	July
31,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
2015/20-10.
	
8-K(1)
	
001-35758
	
4.5
	
July	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.59
	
Ninety-Sixth	Supplemental	Indenture,	dated	as	of	July
31,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
2015/21-15.
	
8-K(1)
	
001-35758
	
4.6
	
July	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.60
	
One	Hundred-and-Fifth	Supplemental	Indenture,	dated


key: chroma:document
string_value:
as	of	August	10,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C81-10.
	
8-K(1)
	
001-35758
	
4.5
	
August	10,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.61
	
One	Hundred-and-Eleventh	Supplemental	Indenture,
dated	as	of	August	17,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C87-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
113


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
				4.62
	
One	Hundred-and-Sixteenth	Supplemental	Indenture,
dated	as	of	August	24,	2015,	by	and	
between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C92-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.63
	
One	Hundred-and-Twenty-First	Supplemental	Indenture,
dated	as	of	August	31,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C97-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.64
	
One	Hundred-and-Twenty-Eighth	Supplemental
Indenture,	dated	as	of	September	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C101-10.
	
8-K(1)
	
001-35758
	
4.5
	
September	15,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.65
	
One	Hundred-and-Twenty-Ninth	Supplemental


key: chroma:document
string_value:
One	Hundred-and-Twenty-Ninth	Supplemental
Indenture,	dated	as	of	September	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C102-15.
	
8-K(1)
	
001-35758
	
4.6
	
September	15,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.66
	
One	Hundred-and-Thirty-Third	Supplemental	Indenture,
dated	as	of	September	28,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%
Solar	Bonds,	Series	2015/C106-10.
	
8-K(1)
	
001-35758
	
4.5
	
September	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.67
	
One	Hundred-and-Thirty-Fourth	Supplemental
Indenture,	dated	as	of	September	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C107-15.
	
8-K(1)
	
001-35758
	
4.6
	
September	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.68
	
One	Hundred-and-Thirty-Eighth	Supplemental
Indenture,	dated	as	of	October	13,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%
Solar	Bonds,	Series	2015/C111-10.
	
8-K(1)
	
001-35758


key: chroma:document
string_value:
8-K(1)
	
001-35758
	
4.5
	
October	13,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.69
	
One	Hundred-and-Forty-Third	Supplemental	Indenture,
dated	as	of	October	30,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.00%	Solar
Bonds,	Series	2015/25-10.
	
8-K(1)
	
001-35758
	
4.5
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.70
	
One	Hundred-and-Forty-Fourth	Supplemental	Indenture,
dated	as	of	October	30,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.75%	Solar
Bonds,	Series	2015/26-15.
	
8-K(1)
	
001-35758
	
4.6
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.71
	
One	Hundred-and-Forty-Eighth	Supplemental	Indenture,
dated	as	of	November	4,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	4.70%	Solar
Bonds,	Series	2015/C116-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	4,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.72


key: chroma:document
string_value:
4.72
	
One	Hundred-and-Fifty-Third	Supplemental	Indenture,
dated	as	of	November	16,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%
Solar	Bonds,	Series	2015/C121-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	17,	2015
	
	
114


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.73
	
One	Hundred-and-Fifty-Fourth	Supplemental	Indenture,
dated	as	of	November	16,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.45%
Solar	Bonds,	Series	2015/C122-15.
	
8-K(1)
	
001-35758
	
4.6
	
November	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.74
	
One	Hundred-and-Fifty-Eighth	Supplemental	Indenture,
dated	as	of	November	30,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%
Solar	Bonds,	Series	2015/C126-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.75
	
One	Hundred-and-Fifty-Ninth	Supplemental	Indenture,
dated	as	of	November	30,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.45%
Solar	Bonds,	Series	2015/C127-15.
	
8-K(1)
	
001-35758
	
4.6
	
November	30,	2015


key: chroma:document
string_value:
4.76
	
One	Hundred-and-Sixty-Third	Supplemental	Indenture,
dated	as	of	December	14,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%
Solar	Bonds,	Series	2015/C131-10.
	
8-K(1)
	
001-35758
	
4.5
	
December	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.77
	
One	Hundred-and-Sixty-Fourth	Supplemental	Indenture,
dated	as	of	December	14,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.45%
Solar	Bonds,	Series	2015/C132-15.
	
8-K(1)
	
001-35758
	
4.6
	
December	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.78
	
One	Hundred-and-Sixty-Seventh	Supplemental
Indenture,	dated	as	of	December	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	3.60%	Solar	Bonds,	Series	2015/C135-5.
	
8-K(1)
	
001-35758
	
4.4
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.79
	
One	Hundred-and-Sixty-Eighth	Supplemental	Indenture,
dated	as	of	December	28,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%


key: chroma:document
string_value:
Solar	Bonds,	Series	2015/C136-10.
	
8-K(1)
	
001-35758
	
4.5
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.80
	
One	Hundred-and-Sixty-Ninth	Supplemental	Indenture,
dated	as	of	December	28,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.45%
Solar	Bonds,	Series	2015/C137-15.
	
8-K(1)
	
001-35758
	
4.6
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.81
	
One	Hundred-and-Seventy-Second	Supplemental
Indenture,	dated	as	of	January	29,	2016,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.00%
Solar	Bonds,	Series	2016/3-5.
	
8-K(1)
	
001-35758
	
4.4
	
January	29,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.82
	
One	Hundred-and-Seventy-Third	Supplemental
Indenture,	dated	as	of	January	29,	2016,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.00%
Solar	Bonds,	Series	2016/4-10.
	
8-K(1)
	
001-35758
	
4.5
	
January	29,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
115


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
				4.83
	
One	Hundred-and-Seventy-Fourth	Supplemental
Indenture,	dated	as	of	January	
29,	2016,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.75%
Solar	Bonds,	Series	2016/5-15.
	
8-K(1)
	
001-35758
	
4.6
	
January	29,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.84
	
One	Hundred-and-Seventy-Seventh	Supplemental
Indenture,	dated	as	of	February	26,	2016,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.25%	Solar	Bonds,	Series	2016/8-5.
	
8-K(1)
	
001-35758
	
4.4
	
February	26,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.85
	
One	Hundred-and-Seventy-Ninth	Supplemental
Indenture,	dated	as	of	March	21,	2016,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.25%
Solar	Bonds,	Series	2016/10-5.
	
8-K(1)
	
001-35758
	
4.3
	
March	21,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.86
	
One	Hundred-and-Eighty-First	Supplemental	Indenture,


key: chroma:document
string_value:
dated	as	of	June	10,	2016,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	5.25%	Solar	Bonds,
Series	2016/12-5.
	
8-K(1)
	
001-35758
	
4.3
	
June	10,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.87
	
Description	of	Registrant’s	Securities
	
10-K
	
001-34756
	
4.119
	
February	13,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.1**
		
Form	of	Indemnification	Agreement	between	the
Registrant	and	its	directors	and	officers.
		
S-1/A
		
333-164593
		
10.1
		
June	15,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.2**
		
2003	Equity	Incentive	Plan.
		
S-1/A
		
333-164593
		
10.2
		
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.3**
		
Form	of	Stock	Option	Agreement	under	2003	Equity
Incentive	Plan.
		
S-1
		
333-164593
		
10.3
		
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.4**
		
Amended	and	Restated	2010	Equity	Incentive	Plan.
		
10-K
		
001-34756
		
10.4


key: chroma:document
string_value:
001-34756
		
10.4
	
February	23,	2018
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.5**
		
Form	of	Stock	Option	Agreement	under	2010	Equity
Incentive	Plan.
		
10-K
		
001-34756
		
10.6
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.6**
		
Form	of	Restricted	Stock	Unit	Award	Agreement	under
2010	Equity	Incentive	Plan.
		
10-K
		
001-34756
		
10.7
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.7**
		
Amended	and	Restated	2010	Employee	Stock	Purchase
Plan,	effective	as	of	February	1,	2017.
	
10-K
		
001-34756
		
10.8
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.8**
		
2019	Equity	Incentive	Plan.
		
S-8
		
333-232079
		
4.2
	
June	12,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.9**
		
Form	of	Stock	Option	Agreement	under	2019	Equity
Incentive	Plan.
		
S-8
		
333-232079
		
4.3
		
June	12,	2019


key: chroma:document
string_value:
10.10**
		
Form	of	Restricted	Stock	Unit	Award	Agreement	under
2019	Equity	Incentive	Plan.
		
S-8
		
333-232079
		
4.4
		
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.11**
		
Employee	Stock	Purchase	Plan,	effective	as	of	June	12,
2019.
		
S-8
		
333-232079
		
4.5
		
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.12**
	
2007	SolarCity	Stock	Plan	and	form	of	agreements	used
thereunder.
	
S-1(1)
	
333-184317
	
10.2
	
October	5,	2012
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.13**
	
2012	SolarCity	Equity	Incentive	Plan	and	form	of
agreements	used	thereunder.
	
S-1(1)
	
333-184317
	
10.3
	
October	5,	2012
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.14**
	
2010	Zep	Solar,	Inc.	Equity	Incentive	Plan	and	form	of
agreements	used	thereunder.
	
S-8(1)
	
333-192996
	
4.5
	
December	20,	2013
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.15**


key: chroma:document
string_value:
10.15**
		
Offer	Letter	between	the	Registrant	and	Elon	Musk
dated	October	13,	2008.
		
S-1
		
333-164593
		
10.9
		
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
116


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.16**
	
Performance	Stock	Option	Agreement	between	
the
Registrant	and	Elon	Musk	dated	January	21,	2018.
	
DEF	14A
	
001-34756
	
Appendix	A
	
February	8,	2018
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.17**
	
Maxwell	Technologies,	Inc.	2005	Omnibus	Equity
Incentive	Plan,	as	amended	through	May	6,	2010
	
8-K(2)
	
001-15477
	
10.1
	
May	10,	2010
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.18**
	
Maxwell	Technologies,	Inc.	2013	Omnibus	Equity
Incentive	Plan
	
DEF	14A(2)
	
001-15477
	
Appendix	A
	
June	2,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.19
	
Indemnification	Agreement,	effective	as	of	June	23,
2020,	between	Registrant	and	Elon	R.	Musk.
	
10-Q
	
001-34756
	
10.4
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.20
	
Indemnification	Agreement,	dated	as	of	February	27,


key: chroma:document
string_value:
2014,	by	and	between	the	Registrant	and	J.P.	Morgan
Securities	LLC.
	
8-K
	
001-34756
	
10.1
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.21
	
Form	of	Call	Option	Confirmation	relating	to	1.25%
Convertible	Senior	Notes	Due	March	1,	2021.
	
8-K
	
001-34756
	
10.3
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.22
	
Form	of	Warrant	Confirmation	relating	to	1.25%
Convertible	Senior	Notes	Due	March	1,	2021.
	
8-K
	
001-34756
	
10.5
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.23
	
Form	of	Call	Option	Confirmation	relating	to	2.375%
Convertible	Notes	due	March	15,	2022
.
	
8-K
	
001-34756
	
10.1
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.24
	
Form	of	Warrant	Confirmation	relating	to	2.375%
Convertible	Notes	due	March	15,	2022.
	
8-K
	
001-34756
	
10.2
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.25
	
Form	of	Call	Option	Confirmation	relating	to	2.00%


key: chroma:document
string_value:
Convertible	Senior	Notes	due	May	15,	2024
.
	
8-K
	
001-34756
	
10.1
	
May	3,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.26
	
Form	of	Warrant	Confirmation	relating	to	
2.00%
Convertible	Senior	Notes	due	May	15,	2024
.
	
8-K
	
001-34756
	
10.2
	
May	3,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.27†
		
Supply	Agreement	between	Panasonic	Corporation	and
the	Registrant	dated	October	5,	2011.
		
10-K
		
001-34756
		
10.50
		
February	27,	2012
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.28†
		
Amendment	No.	1	to	Supply	Agreement	between
Panasonic	Corporation	and	the	Registrant	dated	October
29,	2013.
		
10-K
		
001-34756
		
10.35A
		
February	26,	2014
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.29
	
Agreement	between	Panasonic	Corporation	and	the
Registrant	dated	July	31,	2014.
	
10-Q
	
001-34756
	
10.1
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.30†
	
General	Terms	and	Conditions	between	Panasonic


key: chroma:document
string_value:
General	Terms	and	Conditions	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,	2014.
	
8-K
	
001-34756
	
10.2
	
October	11,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.31
	
Letter	Agreement,	dated	as	of	February	24,	2015,
regarding	addition	of	co-party	to	General	Terms	and
Conditions,	Production	Pricing	Agreement	and
Investment	Letter	Agreement	between	Panasonic
Corporation	and	the	Registrant.
	
10-K
	
001-34756
	
10.25A
	
February	24,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
117


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.32†
	
Amendment	to	Gigafactory	General	Terms,	dated	March
1,	2016,	by	and	among	the	Registrant,	Panasonic
Corporation	and	Panasonic	Energy	Corporation	of	North
America.
	
8-K
	
001-34756
	
10.1
	
October	11,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.33††
	
Amended	and	Restated	General	Terms	and	Conditions
for	Gigafactory,	entered	into	on	June	10,	2020,	by	and
among	Registrant,	Tesla	Motors	Netherlands	B.V.,
Panasonic	Corporation	and	Panasonic	Corporation	of
North	America
.
	
10-Q
	
001-34756
	
10.2
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.34†
	
Production	Pricing	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,	2014.
	
10-Q
	
001-34756
	
10.3
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.35†
	
Investment	Letter	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,	2014.
	
10-Q
	
001-34756
	
10.4
	
November	7,	2014


key: chroma:document
string_value:
10.36
	
Amendment	to	Gigafactory	Documents,	dated	April	5,
2016,	by	and	among	the	Registrant,	Panasonic
Corporation,	Panasonic	Corporation	of	North	America
and	Panasonic	Energy	Corporation	of	North	America.
	
10-Q
	
001-34756
	
10.2
	
May	10,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.37††
	
2019	Pricing	Agreement	(Japan	Cells)	with	respect	to
2011	Supply	Agreement,	executed	September	20,	2019,
by	and	among	the	Registrant,	Tesla	Motors	Netherlands
B.V.,	Panasonic	Corporation	and	SANYO	Electric	Co.,
Ltd.
	
10-Q
	
001-34756
	
10.6
	
October	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.38††
	
2020	Pricing	Agreement	(Gigafactory	2170	Cells),
entered	into	on	June	9,	2020,	by	and	among	Registrant,
Tesla	Motors	Netherlands	B.V.,	Panasonic	Corporation
and	Panasonic	Corporation	of	North	America
.
	
10-Q
	
001-34756
	
10.3
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.39††
	
2021	Pricing	Agreement	(Japan	Cells)	with	respect	to
2011	Supply	Agreement,	executed	December	29,	2020,


key: chroma:document
string_value:
by	and	among	the	Registrant,	Tesla	Motors	Netherlands
B.V.,	Panasonic	Corporation	of	North	America	and
SANYO	Electric	Co.,	Ltd.
	
	—
		
	—
		
	—
		
	—
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.40††
	
Amended	and	Restated	Factory	Lease,	executed	as	of
March	26,	2019,	by	and	between	the	Registrant	and
Panasonic	Energy	North	America,	a	division	of
Panasonic	Corporation	of	North	America,	as	tenant.
	
10-Q
	
001-34756
	
10.3
	
July	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.41††
	
Lease	Amendment,	executed	September	20,	2019,	by
and	among	the	Registrant,	Panasonic	Corporation	of
North	America,	on	behalf	of	its	division	Panasonic
Energy	of	North	America,	with	respect	to	the	Amended
and	Restated	Factory	Lease,	executed	as	of	March	26,
2019.
	
10-Q
	
001-34756
	
10.7
	
October	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.42††
	
Second	Lease	Amendment,	entered	into	on	June	9,	2020,
by	and	between	the	Registrant	and	Panasonic	Energy	of
North	America,	a	division	of	Panasonic	Corporation	of
North	America,	with	respect	to	the	Amended	and
Restated	Factory	Lease	dated	January	1,	2017
.
	
10-Q
	
001-34756


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.
43
	
Amendment	and	Restatement	in	respect	of	ABL	Credit
Agreement,	dated	as	of	March	6,	2019,	by	and	among
certain	of	the	Registrant’s	and	Tesla	Motors	Netherlands
B.V.’s	direct	or	indirect	subsidiaries	from	time	to	time
party	thereto,	as	borrowers,	Wells	Fargo	Bank,	National
Association,	as	documentation	agent,	JPMorgan	Chase
Bank,	N.A.,	Goldman	Sachs	Bank	USA,	Morgan	Stanley
Senior	Funding	Inc.	and	Bank	of	America,	N.A.,	as
syndication	agents,	the	lenders	from	time	to	time	party
thereto,	and	Deutsche	Bank	AG	New	York	Branch,	as
administrative	agent	and	collateral	agent.
	
S-4/A
3
33-229749
		
10.68
		
April	3,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.44
	
First	Amendment	to	Amended	and	Restated	ABL	Credit
Agreement,	dated	as	of	December	23,	2020,	in	respect	of
the	
Amended	and	Restated	ABL	Credit	Agreement,
dated	as	of	March	6,	2019,	by	and	among	certain	of	the
Registrant’s	and	Tesla	Motors	Netherlands	B.V.’s	direct
or	indirect	subsidiaries	from	time	to	time	party	thereto,
as	borrowers,	Wells	Fargo	Bank,	National	Association,
as	documentation	agent,	JPMorgan	Chase	Bank,	N.A.,
Goldman	Sachs	Bank	USA,	Morgan	Stanley	Senior


key: chroma:document
string_value:
Funding	Inc.	and	Bank	of	America,	N.A.,	as	syndication
agents,	the	lenders	from	time	to	time	party	thereto,	and
Deutsche	Bank	AG	New	York	Branch,	as	administrative
agent	and	collateral	agent.
	
	—
		
	—
		
	—
		
	—
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.45†
	
	
Agreement	for	Tax	Abatement	and	Incentives,	dated	as
of	May	7,	2015,	by	and	between	Tesla	Motors,	Inc.	and
the	State	of	Nevada,	acting	by	and	through	the	Nevada
Governor’s	Office	of	Economic	Development.
	
10-Q
	
001-34756
	
10.1
	
August	7,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.46††
	
Second	Amended	and	Restated	Loan	and	Security
Agreement,	dated	as	of	August	28,	2020,	by	and	among
Tesla	2014	Warehouse	SPV	LLC,	Tesla	Finance	LLC,	the
Lenders	and	Group	Agents	from	time	to	time	party
thereto,	Deutsche	Bank	Trust	Company	Americas,	as
Paying	Agent,	and	Deutsche	Bank	AG,	New	York	Branch,
as	Administrative	Agent
.
	
10-Q
	
001-34756
	
10.2
	
October	26,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.47†
	
Loan	and	Security	Agreement,	executed	on	December
28,	2018,	by	and	among	LML	2018	Warehouse	SPV,


key: chroma:document
string_value:
LLC,	Tesla	Finance	LLC,	the	Lenders	and	Group	Agents
from	time	to	time	party	thereto,	Deutsche	Bank	Trust
Company	Americas,	as	Paying	Agent,	and	Deutsche	Bank
AG,	New	York	Branch,	as	Administrative	Agent.
	
10-K		
		
001-34756
		
10.55		
		
February	19,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
119


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.
48
††
	
Letter	of	Consent,	dated	as	of	June	14,	2019,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Deutsche	Bank
AG,	New	York	Branch,	as	Administrative	Agent,	and	the
Group	Agents	party	thereto,	in	respect	of	the	Loan	and
Security	Agreement,	dated	as	of	August	17,	2017	and	as
amended	from	time	to	time,	by	and	among	LML
Warehouse	SPV,	LLC,	Tesla	Finance	LLC,	and	the
Lenders,	Group	Agents	and	Administrative	Agent	from
time	to	time	party	thereto.
	
10-Q		
		
001-34756
		
10.1		
		
July	29,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.49††
	
Amendment	No.	1	to	Loan	and	Security	Agreement,
dated	as	of	August	16,	2019,	by	and	among	LML	2018
Warehouse	SPV,	LLC,	Deutsche	Bank	Trust	Company
Americas,	as	Paying	Agent,	and	Deutsche	Bank	AG,	New
York	Branch,	as	Administrative	Agent,	and	the	Lenders
and	Group	Agents	from	time	to	time	party	thereto.
	
10-Q		
		
001-34756
		
10.2		
		
October	29,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.50
	
Amendment	No.	2	to	Loan	and	Security	Agreement,


key: chroma:document
string_value:
dated	as	of	December	13,	2019,	by	and	among	LML
2018	Warehouse	SPV,	LLC,	Deutsche	Bank	Trust
Company	Americas,	as	Paying	Agent,	and	Deutsche	Bank
AG,	New	York	Branch,	as	Administrative	Agent,	and	the
Lenders	and	Group	Agents	from	time	to	time	party
thereto.
	
10-K
		
001-34756
		
10.69	
		
February	13,	2020
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.51
	
Letter	of	Consent,	dated	February	18,	2020,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Tesla	2014
Warehouse	SPV	LLC,	LLC	and	Deutsche	Bank	AG,	New
York	Branch,	as	Administrative	Agent	and	as	Group
Agent	under	the	2018	Loan	Agreement	and	the	2014
Loan	Agreement,	and	the	Group	Agents	party	thereto,	in
respect	of	(i)	the	Loan	and	Security	Agreement,	dated
December	27,	2018	and	as	amended	from	time	to	time,
among	LML	2018	Warehouse	SPV,	LLC,	Tesla	Finance
LLC,	Deutsche	Bank	Trust	Company	Americans,	as
Paying	Agent,	Deutsche	Bank	AG,	New	York	Branch,	as
Administrative	Agent,	the	lenders	parties	and	agent
parties	thereto,	and	(ii)	the	Amended	and	Restated	Loan
and	Security	Agreement,	dated	August	17,	2017	and	as
amended	from	time	to	time,	among	Tesla	2014
Warehouse	SPV	LLC,	Tesla	Finance	LLC,	the	lenders
and	group	agents	party	thereto,	Deutsche	Bank	Trust
Company	Americas,	as	Paying	Agent,	and	Deutsche	Bank
AG,	New	York	Branch,	as	Administrative	Agent.


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		
10.52
††
	
Letter	of	Consent,	dated	as	of	August	14,	2020,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Tesla	2014
Warehouse	SPV	LLC,	Deutsche	Bank	AG,	New	York
Branch,	as	Administrative	Agent	and	Group	Agent,	and
the	Group	Agents	party	thereto,	in	respect	of	(i)	the
Loan	and	Security	Agreement,	dated	as	of	December	27,
2018	and	as	amended	from	time	to	time,	
by	and	among
LML	2018	Warehouse	SPV,	LLC,	Tesla	Finance	LLC,	and
the	Lenders,	Group	Agents,	Paying	Agent	and
Administrative	Agent	from	time	to	time	party
thereto,
	and	(ii)	the	Amended	and	Restated	Loan	and
Security	Agreement,	dated	as	of	August	17,	2017
	and	as
amended	from	time	to	time,	by	and	among	LML
Warehouse	SPV,	LLC,	Tesla	Finance	LLC,	and	the
Lenders,	Group	Agents	and	Administrative	Agent	from
time	to	time	party	thereto
.
	
10-Q
	
001-34756
	
10.1
	
October	26,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.53
	
Payoff	and	Termination	Letter,	executed	on	August	28,
2020,	by	and	among	LML	2018	Warehouse	SPV,	LLC,
the	Lenders	and	Group	Agents	from	time	to	time	party
thereto,	Deutsche	Bank	Trust	Company	Americas,	as


key: chroma:document
string_value:
Paying	Agent	and	Deutsche	Bank	AG,	New	York	Branch,
as	Administrative	Agent,	relating	to	Loan	and	Security
Agreement.
	
10-Q
	
001-34756
	
10.3
	
October	26,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.54
	
Purchase	Agreement,	dated	as	of	August	11,	2017,	by
and	among	the	Registrant,	SolarCity	and	Goldman	Sachs
&	Co.	LLC	and	Morgan	Stanley	&	Co.	LLC	as
representatives	of	the	several	initial	purchasers	named
therein.
	
8-K
	
001-34756
	
10.1
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.55
	
Amended	and	Restated	Agreement	For	Research	&
Development	Alliance	on	Triex	Module	Technology,
effective	as	of	September	2,	2014,	by	and	between	The
Research	Foundation	For	The	State	University	of	New
York,	on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,	and
Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16
	
November	6,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.56
	
First	Amendment	to	Amended	and	Restated	Agreement
For	Research	&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	October	31,	2014,	by	and
between	The	Research	Foundation	For	The	State
University	of	New	York,	on	behalf	of	the	College	of


key: chroma:document
string_value:
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	Inc.
	
10-K(1)
	
001-35758
	
10.16a
	
February	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
121


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.
57
	
Second	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	December	15,
2014,	by	and	between	The	Research	Foundation	For	The
State	University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	Inc.
	
10-K(1)
	
001-35758
	
10.16b
	
February	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.58
	
Third	Amendment	to	Amended	and	Restated	Agreement
For	Research	&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	February	12,	2015,	by	and
between	The	Research	Foundation	For	The	State
University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16c
	
May	6,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.59
	
Fourth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	March	30,
2015,	by	and	between	The	Research	Foundation	For	The
State	University	of	New	York,	on	behalf	of	the	College	of


key: chroma:document
string_value:
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16d
	
May	6,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.60
	
Fifth	Amendment	to	Amended	and	Restated	Agreement
For	Research	&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	June	30,	2015,	by	and
between	The	Research	Foundation	For	The	State
University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	LLC.
	
10-Q(1)
	
001-35758
	
10.16e
	
July	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.61
	
Sixth	Amendment	to	Amended	and	Restated	Agreement
For	Research	&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	September	1,	2015,	by	and
between	The	Research	Foundation	For	The	State
University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	LLC.
	
10-Q(1)
	
001-35758
	
10.16f
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.62
	
Seventh	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	October	9,


key: chroma:document
string_value:
2015,	by	and	between	The	Research	Foundation	For	The
State	University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	LLC
.
	
10-Q(1)
	
001-35758
	
10.16g
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
122


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.
63
	
Eighth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	October	26,
2015,	by	and	between	The	Research	Foundation	For	The
State	University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	LLC.
	
10-Q(1)
	
001-35758
	
10.16h
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.64
	
Ninth	Amendment	to	Amended	and	Restated	Agreement
For	Research	&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	December	9,	2015,	by	and
between	The	Research	Foundation	For	The	State
University	of	New	York,	on	behalf	of	the	College	of
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	LLC.
	
10-K(1)
	
001-35758
	
10.16i
	
February	10,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.65
	
Tenth	Amendment	to	Amended	and	Restated	Agreement
For	Research	&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	March	31,	2017,	by	and
between	The	Research	Foundation	For	The	State
University	of	New	York,	on	behalf	of	the	Colleges	of


key: chroma:document
string_value:
Nanoscale	Science	and	Engineering	of	the	State
University	of	New	York,	and	Silevo,	LLC.
	
10-Q
		
001-34756
		
10.8
		
May	10,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.66
	
Eleventh	Amendment	to	Amended	and	Restated
Agreement	for	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	July	22,	2020,
among	the	Research	Foundation	for	the	State	University
of	New	York,	Silevo,	LLC	and	Tesla	Energy	Operations,
Inc
.
	
10-Q
	
001-34756
	
10.6
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.67††
	
Grant	Contract	for	State-Owned	Construction	Land	Use
Right,	dated	as	of	October	17,	2018,	by	and	between
Shanghai	Planning	and	Land	Resource	Administration
Bureau,	as	grantor,	and	Tesla	(Shanghai)	Co.,	Ltd.,	as
grantee	(English	translation).
	
10-Q
		
001-34756
		
10.2
		
July	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.68††
	
Facility	Agreement,	dated	as	of	September	26,	2019,	by
and	between	China	Merchants	Bank	Co.,	Ltd.	Beijing
Branch	and	Tesla	Automobile	(Beijing)	Co.,	Ltd.	(English
translation).
	
10-Q
		
001-34756
		
10.3
		
October	29,	2019


key: chroma:document
string_value:
10.69††
	
Statement	Letter	to	China	Merchants	Bank	Co.,	Ltd.
Beijing	Branch	from	Tesla	Automobile	(Beijing)	Co.,	Ltd.,
dated	as	of	September	26,	2019	(English	translation)
.
	
10-Q
		
001-34756
		
10.4
		
October	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
123


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
		10.
70
††
	
Fixed	Asset	Syndication	Loan	Agreement,	dated	as	of
December	18,	2019,	by	and	among	Tesla	(Shanghai)	Co.,
Ltd.,	China	Construction	Bank	Corporation,	China
(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch,
Agricultural	Bank	of	China	Shanghai	Changning	Sub-
branch,	Shanghai	Pudong	Development	Bank	Co.,	Ltd.,
Shanghai	Branch,	and	Industrial	and	Commercial	Bank
of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade
Zone	Special	Area	Branch	(English	translation).
	
10-K
		
001-34756		
		
10.85		
		
February	13,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.71††
	
Fixed	Asset	Syndication	Loan	Agreement	and
Supplemental	Agreement,	dated	as	of	December	18,
2019,	by	and	among	Tesla	(Shanghai)	Co.,	Ltd.,	China
Construction	Bank	Corporation,	China	(Shanghai)	Pilot
Free	Trade	Zone	Special	Area	Branch,	Agricultural	Bank
of	China	Shanghai	Changning	Sub-branch,	Shanghai
Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch,
and	Industrial	and	Commercial	Bank	of	China	Limited,
China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area
Branch	(English	translation).
	
10-K
		
001-34756		
		
10.86		
		
February	13,	2020


key: chroma:document
string_value:
February	13,	2020		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.72††
	
Syndication	Revolving	Loan	Agreement,	dated	as	of
December	18,	2019,	by	and	among	Tesla	(Shanghai)	Co.,
Ltd.	China	Construction	Bank	Corporation,	China
(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch,
Agricultural	Bank	of	China	Shanghai	Changning	Sub-
branch,	Shanghai	Pudong	Development	Bank	Co.,	Ltd.,
Shanghai	Branch,	and	Industrial	and	Commercial	Bank
of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade
Zone	Special	Area	Branch	(English	translation).
	
10-K		
		
001-34756		
		
10.87		
		
February	13,	2020		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.73††
	
Working	Capital	Loan	Contact,	dated	as	of	May	7,	2020,
between	Industrial	and	Commercial	Bank	of	China,
China	(Shanghai)	Pilot	Free	Trade	Zone	Lingang	Special
Area	Branch	and	Tesla	(Shanghai)	Co.,	Ltd.
	
10-Q
	
001-34756		
	
10.5
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		21.1
	
List	of	Subsidiaries	of	the	Registrant
	
—
	
—
	
—
	
—
	
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		23.1
		
Consent	of	PricewaterhouseCoopers	LLP,	Independent


key: chroma:document
string_value:
Consent	of	PricewaterhouseCoopers	LLP,	Independent
Registered	Public	Accounting	Firm
		
—		
		
—		
		
—		
		
—		
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		31.1
		
Rule	13a-14(a)	/	15(d)-14(a)	Certification	of	Principal
Executive	Officer
		
—		
		
—		
		
—		
		
—		
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		31.2
		
Rule	13a-14(a)	/	15(d)-14(a)	Certification	of	Principal
Financial	Officer
		
—		
		
—		
		
—		
		
—		
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
		32.1*
		
Section	1350	Certifications
		
—
		
—
		
—
		
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.INS
		
Inline	XBRL	Instance	Document
		
	
—
		
	
—
		
	
—
		
	
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.SCH
		
Inline	XBRL	Taxonomy	Extension	Schema	Document
		
	
—
		
	
—
		
	
—
		
	
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
124


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
101.CAL
		
Inline	XBRL	Taxonomy	Extension	Calculation
Linkbase	Document.
		
	
—
		
	
—
		
	
—
		
	
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.DEF
		
Inline	XBRL	Taxonomy	Extension	Definition	Linkbase
Document
		
	
—
		
	
—
		
	
—
		
	
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.LAB
		
Inline	XBRL	Taxonomy	Extension	Label	Linkbase
Document
		
	
—
		
	
—
		
	
—
		
	
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
101.PRE
		
Inline	XBRL	Taxonomy	Extension	Presentation	Linkbase
Document
		
	
—
		
	
—
		
	
—
		
	
—
		
X
	
	
	
	
	
	
	
	
	
	
	
	
	
104
		
Cover	Page	Interactive	Data	File	(formatted	as	inline
XBRL	with	applicable	taxonomy	extension	information
contained	in	Exhibits	101)
		
	
		
	
		
	
		
	
		
	
	
*
Furnished	herewith
**
Indicates	a	management	contract	or	compensatory	plan	or	arrangement
†
Confidential	treatment	has	been	requested	for	portions	of	this	exhibit
††
Portions	of	this	exhibit	have	been	redacted	in	compliance	with	Regulation	S-K	Item	601(b)(10).
(1)


key: chroma:document
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(1)
Indicates	a	filing	of	SolarCity
(2)
Indicates	a	filing	of	Maxwell	Technologies,	Inc.
ITEM	16.
SUMMARY
None
	
	
125


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SIGNATURES
Pursuant	to	the	requirements	of	Section	13	or	15(d)	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its
behalf	by	the	undersigned,	thereunto	duly	authorized.
	
	
	
Tesla,	Inc.
	
	
	
Date:	February	8,	2021
	
/s/	Elon	Musk
	
	
Elon	Musk
	
	
Chief	Executive	Officer
	
	
(Principal	Executive	Officer)
	
Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the
registrant	and	in	the	capacities	and	on	the	dates	indicated.
	
Signature
		
Title
	
Date
	
	
	
	
	
/s/	Elon	Musk
		
Chief	Executive	Officer	and	Director	(Principal	Executive	Officer)
	
February	8,	2021
				Elon	Musk
	
	
	
	
	
	
	
	
	
/s/	Zachary	J.	Kirkhorn
		
Chief	Financial	Officer	(Principal	Financial	Officer)
	
February	8,	2021
				Zachary	J.	Kirkhorn
	
	
	
	
	
	
	
	
	
/s/	Vaibhav	Taneja
		
Chief	Accounting	Officer	(Principal	Accounting	Officer)
	
February	8,	2021
				Vaibhav	Taneja
		
	
	
	
	
	
	
	
	
/s/	Robyn	Denholm
		
Director
	
February	8,	2021
				Robyn	Denholm
		
	
	
	
	
	
	
	
	
/s/	Ira	Ehrenpreis
		
Director
	
February	8,	2021


key: chroma:document
string_value:
Director
	
February	8,	2021
				Ira	Ehrenpreis
		
	
	
	
	
	
	
	
	
/s/	Lawrence	J.	Ellison
		
Director
	
February	8,	2021
				Lawrence	J.	Ellison
		
	
	
	
	
	
	
	
	
/s/	Antonio	J.	Gracias
		
Director
	
February	8,	2021
				Antonio	J.	Gracias
		
	
	
	
	
	
	
	
	
/s/	Hiromichi	Mizuno
		
Director
	
February	8,	2021
				Hiromichi	Mizuno
		
	
	
	
	
	
	
	
	
/s/	James	Murdoch
		
Director
	
February	8,	2021
				James	Murdoch
		
	
	
	
	
	
	
	
	
/s/	Kimbal	Musk
		
Director
	
February	8,	2021
				Kimbal	Musk
		
	
	
	
	
	
	
	
	
/s/	Kathleen	Wilson-Thompson
		
Director
	
February	8,	2021
				Kathleen	Wilson-Thompson
		
	
	
	
	
	
	
	
	
	
126
	
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if
publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicated	where	omissions	have	been	made.
Exhibit	10.39
2021	Pricing	Agreement	(Japan	Cells)
PPA	Effective	Date
:
	10/01/2020
Seller’s	Vendor	Number	with	Tesla:
106644
[***]
	Pricing	Validity	Period:
1/1/2021
through
7/31/2022
[***]
	Volume	Commitment	Period:


key: chroma:document
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[***]
	Volume	Commitment	Period:
1/1/2021
through
7/31/2022
[***]
	Pricing	Validity	Period:
1/1/2021
through
3/31/2022
[***]
	Volume	Commitment	Period:
4/1/2021
through
3/31/2022
Seller	Guaranteed	Capacity
Commitment	during	each	Volume
Commitment	Period:
See	Section	3	below
Payment	Terms:
[***]	
–	DAP	(Incoterms	2010)
Fremont,	California	or	Oakland	Port
or	FCA	(Incoterms	2010)	Seller’s
designated	location	in	Japan,	as
applicable	(depending	on	Cell	type)
1.
This	
2021	Pricing	Agreement	(Japan	Cells)	(the	“
PPA
”)	is	entered	into	by	the	Tesla,	Inc.	and	Tesla	Motors	Netherlands	B.V.
(collectively,	“
Tesla
”)	and	
Panasonic	Corporation	of	North	America	(“
PNA
”),	and	SANYO	Electric	Co.,	Ltd.	acting	through	Tesla
Energy	Business	Division,	the	assignee	of	the	
Supply	Agreement
	from	Panasonic	Corporation,	acting	through	Energy	Company
(“
Sanyo
”)
	(collectively,	“
Seller
”)	(each	a	“Party”;	collectively,	the	“Parties”)	with	respect
	to	the	
cylindrical	lithium-ion	battery	cells
referenced	herein	
made	by	or	on	behalf	of	Seller	
(collectively,	"
Cells
")
	in	Japan
.	
The	Parties	shall	meet	and	confer	in	good	faith	to
finalize	an	agreed,	written	Specification	for	each	type	of	
Cell
s,	including	the	agreed	watt-hour	(Wh)	capacity	and	size.		The	pricing


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herein	shall	apply	to	Cells	produced	by	Seller	in	Japan	and	continue	throughout	the	Pricing	Period.	
Terms	used	herein	with	initial
capitalization	have	the	meanings	given	where	used	or	in	the	Japan	Contract	(as	defined	below).	
Unless	expressly	stated	otherwise,	all


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quarterly	dates	in	this	PPA	refer	to	the	calendar	year	and	not	a	Party’s	fiscal	year.	Subject	to	Exhibit	C,	i
n	the	event	of	any	conflict
between	the	terms	of	this	PPA	and	the	
2019	Pricing	Agreement	(Japan	Cells)	
between	the	Parties	
(the	“2019	PPA”),	
the	terms	of	the
2019	PPA	shall	take	precedence	over	those	in	this	PPA	to	the	extent	of	the	conflict	until	the	end	of	the	Pricing	Validity	Period	in	the
2019	PPA.
2.
Orders
.		Tesla	and	any	of	its	Affiliates	(“
Authorized	Purchaser
”)	may	order	goods	pursuant	to	Orders	issued	directly	to	Seller	and
each	such	Order	shall	be	governed	by	the	Japan	Contract.		
The	
applicable	delivery	dates	will	be	specified	in	Orders	issued	and
accepted	per	Section	3	(Forecasts	and	Orders)	of	the	
Supply	Agreement
	or	otherwise	agreed	in	writing	by	the	Parties.		S
eller	shall
direct	all	invoices	under	an
	Order	
to	the	Tesla	entity	identified	in	the	
Order
.		
3.
Volumes.
		
	
a.
[***]
	Cell	Volumes
.
	
i.
Seller	shall	guarantee	availability	of	
[***]
	Cells	produced	on	
[***]	
at	
[***]	
Japan	(“
[***]
”)	during	the	
[***]	
Volume	Commitment
Period	up	to	a	volume	of	
[***]	
Cells	(the	“
[***]
	Seller	Guaranteed	Capacity	Commitment”).	Seller	and	Tesla	shall	have	a
good	faith	discussion	with	regard	to	a	corresponding	reduction	in	Seller’s	Guaranteed	Capacity	Commitment	in	the	event
that	Tesla	significantly	reduces	its	Orders	for	
[***]


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ii.
Tesla	commits	to	
order	and	
purchase	
a	minimum	
volu
me	
of	
[***]
	
conforming
	and	non-defective	
[***]
	Cells	produced	on	
[***]
during	the	
[***]
	
Volume	
Commitment
	
Period
	(“
[***]
	
Purchase	
Commitme
nt”
)
.
		
	
iii.
In	the	event	that	the	actual	production	volume	of	
[***]
	Cells	produced	on	
[***]	
during	the	
[***]
	Volume	Commitment	Period
exceeds	the	
[***]
	Seller	Guaranteed	Capacity	Commitment	and	Tesla	desires	to	purchase	a	volume	of	
[***]
	Cells	in	excess	of
the	
[***]
	Purchase	Commitment,	the	Parties	shall	discuss	Tesla’s	request	in	good	faith.
	
iv.
If	Tesla	and	its	Authorized	Purchasers	fail,	collectively,	to	order	an	aggregate	volume	of	
[***]
	Cells	produced	on	
[***]	
from
Seller	at	least	equal	to	the	
[***]
	Purchase	Commitment	during	the	
[***]
	Volume	Commitment	Period	and	purchase	the	Cells
delivered	by	Seller	in	connection	with	such	Orders,	then,	
[***]
,	Tesla	will,	
[***]	
subject	to	Sections	3.c	through	3.e.	below,
[***]	
for	the	shortfall	volume	not	ordered	pursuant	to	the	foregoing	clause	(“
[***]
	Shortfall	Volume”)	(and	neither	Tesla	nor
its	Authorized	Purchasers	would	
[***]
);	provided	that,	upon	Tesla’s	request	to	Seller	in	writing	
[***]
,	the	Parties	shall
discuss	in	good	faith	
[***]


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discuss	in	good	faith	
[***]	
by	Tesla	and/or	its	Authorized	Purchasers	for	the	
[***]
	Shortfall	Volume	(subject	to	the	then	
[***]
of	
[***]
)	before	the	end	of	the	
[***]
	Volume	Commitment	Period	as	an	alternative	to	the	foregoing	
[***]
;	further	provided	that
the	
[***]	
in	response	to	
[***]	
shall	be	
[***]	
after	the	end	of	
[***]
	Volume	Commitment	Period.
	
b.
[***]
	Cell	Volumes
.
	
i.
Seller	shall	guarantee	availability	of	
[***]
	Cells	produced	at	the	
[***]
	and	
[***]
	factories	on	the	production	lines	specified	in
Exhibit	A	during	the	
[***]
	Volume	Commitment	Period	up	to	a	volume	of	
[***]	
Cells	
(“
[***]
	Seller	
Guaranteed	Capacity
Commitment”).
	Seller	and	Tesla	shall	have	a	good	faith	discussion	with	regard	to	
[***]
	in	the	event	that	Tesla	significantly
reduces	its	orders	for	
[***]
	
Cells	as	a	result	of	
[***]
.
	
ii.
Tesla	commits	to	purchase	a	minimum	of	
[***]
	conforming	and	non-defective	
[***]
	Cells	produced	during	the	
[***]
	Volume
Commitment	Period	(“
[***]
	Purchase	Commitment”).
	
iii.
If	Tesla	and	its	Authorized	Purchasers	fail,	collectively,	to	order	an	aggregate	volume	of	
[***]
	Cells	from	Seller	at	least
equal	the	
[***]
	Purchase	Commitment	during	the	
[***]
	Volume	Commitment	Period	and	purchase	the	Cells	delivered	by
Seller	in	connection	with	such	Orders,	then,	
[***]


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[***]
,	Tesla	will,	
[***]
	subject	to	Sections	3.c	through	3.e	below,	
[***]
	for	the
shortfall	volume	not	ordered	pursuant	to	the	foregoing	clause	(“
[***]
	Shortfall	Volume”)	(and	neither	Tesla	nor	its
Authorized	Purchasers	would	
[***]
);	provided	that,	upon	Tesla’s	request	to	Seller	in	writing	
[***]
,	the	Parties	shall	discuss	in
good	faith	an	
[***]
	by	Tesla	and/or	its	Authorized	Purchasers	for	the	
[***]
	Shortfall	Volume	(subject	to	the	then	
[***]
	of	the
specified	production	lines	set	forth	above)	before	the	end	of	the	
[***]
	Volume	Commitment	Period	as	an	alternative	to	the
foregoing	
[***]
;	further	provided	that	the	
[***]
	produced	on	such	production	lines	in	
[***]
	shall	be	
[***]
	after	the	
[***]
	Volume
Commitment	Period.	In	addition,	if	the	aggregate	volumes	of	
[***]
	Cells	ordered	and	purchased	by	Tesla	and	its	Authorized
Purchaser	during	the	
[***]
	
Volume	Commitment	Period	are	below	
[***]
	Cells,	the	Parties	agree	to	discuss	in	good	faith	
[***]
for	
[***]
.
	
c.
After	notifying	Tesla	in	writing,	Seller	shall	use	Commercially	Reasonable	Efforts	(as	defined	below)	
[***]
.	If	and	to	the	extent
that	Seller	is	able	to	
[***]
,	Tesla's	Shortfall	Volume	payment	
obligations
	as	set	forth	in	Section	3.a	and	3.b.	above,	as	applicable,
shall	be	
[***]
.	
“


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shall	be	
[***]
.	
“
Commercially	Reasonable	Efforts”	means	taking	all	such	steps	and	performing	in	such	a	manner	as	a	well-
managed	company	would	undertake	where	it	was	acting	in	a	determined,	prudent	and	reasonable	manner	to	achieve	a
particular	desired	result	for	its	own	benefit.
	
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d.
For	the	avoidance	of	doubt,	Tesla’s	
purchase	
commitments	hereunder	shall	be	deemed	to	be	satisfied	and	shall	be	reduced,	as
applicable,	to	the	extent	that	one	or	more	Authorized	Purchasers	purchases	Cells	in	connection	with	this	PPA.
	
e.
Tesla’s	purchase	commitments	shall	be	reduced	by	the	quantity	of	Cells	that	are	
[***]
.		
4.
Pricing
	
a.
Baseline	and	Unit	Price
.	
The	price	per	Cell	payable	by	Tesla	is	referred	to	as	the	“
Unit	Price
.”	
The	Parties	agree	that	the	Unit
Prices	for	Cells	
will	be	firm	and	fixed	prices	
determined
	with	reference	to	the	applicable	baseline	price	(“Baseline	Price”)	and
the	applicable	adjustments	set	forth	herein	and	will	not	change	for	any	reason	except	as	expressly	set	forth	herein.		No	further
amounts	shall	be	payable	by	Tesla	for	any	reason,	except	as	may	be	applicable	per	Section	3	(Volumes)	and	Section	5	(Customs)
herein.	The	Unit	Prices	for	Cells	will	not	increase	for	any	reason	except	as	expressly	contemplated	in	this	PPA	or	otherwise
mutually	agreed	by	the	Parties	through	either	a	formal	signed	amendment	hereof	or	an	Order	that	is	issued	by	Tesla	and
accepted	by	Seller.	The	Parties	will	adjust	the	
[***]
	
according	to	the	method	described	in	Exhibit	B.
	
b.
[***]
	
Cells	Pricing
	
i.
Baseline	Price:
	The	Baseline	Price	for	the	‘
[***]
’	Cells	
during	the	
[***]
	Pricing	Period
	shall	be	the	applicable	rate	set	forth	in
Table	4-
A


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Table	4-
A
,	based	on	the	date	of	delivery	of	the	Cells.	The	Parties	agree	that	the	following	Baseline	Prices	include	a
depreciation	charge	based	on	an	annual	aggregate	volume	of	
[***]
	
Cells.	The	Parties	will	adjust	the	
[***]
	
according	to	the
method	described	in	Exhibit	B.
	
ii.
Table	4-A:	
‘
[***]
’	
Cell	Baseline	Prices
.
	
Table	4-A	–	‘
[***]
’	Cell	Baseline	Prices
	
Baseline	Price
[***]
	
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
*		The	above	
[***]
	
is	for	reference	only	and	calculated	using	a	currency	exchange	rate	of	USD1:JPY
[***]
.
**		Transportation	cost	(
[***]
/cell)	to	Oakland	is	not	included	in	above.
	
iii.
Metals	Adjustment
.		
At	the	beginning	of	each	
[***]
	
during	the	
[***]
	
Pricing	Period,	the	metals	identified	below	will	be
adjusted	as	follows:		the	Parties	will	measure	the	
[***]
	
per	the	applicable	index	or	metric	for	the	applicable	measurement
window	in	Table	4-B	below	(this	is	the	“
Index	Average	Cost
”),	and	adjust	the	Baseline	Price	(up	or	down)	based	on	the
difference	between	the	then-current	Index	Average	Cost	for	each	material	and	the	baseline	commodity	assumptions	set
forth	below.	For	purposes	of	this	adjustment,	the	raw	materials	prices	shall	be	converted	from	United	States	Dollars
(USD)	into	Japanese	Yen	(JPY)	using	the	average	trailing	exchange	rate	and	the	average	trailing	commodity	prices	for	the


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applicable	
[***]
	
period	set	forth	in	Table	4-B	below.
Table	4-B:	‘
[***]
’	Cell	Metals	Adjustment	and	Currency	Exchange
Cell	Material
[***]
[***]
[***]
[***]
[***]
Index/Metric
[***]
[***]
[***]
[***]
[***]
Measurement	Window
[***]
[***]
[***]
[***]
[***]
	
	
	
	
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Table	4-B:	‘
[***]
’	Cell	Metals	Adjustment	and	Currency	Exchange
Cell	Material
[***]
[***]
[***]
[***]
[***]
Content	per	Cell:
	
[***]
[***]
	
per	Cell
[***]
	
per	Cell
[***]
	
per	Cell	(
[***]
)
	
[***]
	per	Cell	(
[***]
)
[***]
	
per	Cell	
(
[***]
)
	
[***]
	
per	Cell	
(
[***]
)
N/A
Commodity	Price
Baseline
[***]
[***]
[***]
[***]
[***]
JPY/USD
	
	
	
	
	
iv.
Lithium	Adjustment
.		Each	
[***]
	
during	the	Pricing	Period	starting	
[***]
,	the	Baseline	Price	shall	adjust	as	follows:		
the
Parties	will	measure	the	
[***]
	
prices	for	
[***]
	
for	the	applicable	measurement	window	in	the	table	below,	and	adjust	the
Baseline	Price	(up	or	down)	based	on	the	difference	between	the	then-current	Index	Average	Cost	and	the	baseline
commodity	assumption	set	forth	below.
Table	4-C:		‘
[***]
’	Cell	Lithium	Adjustment
Cell	Material
[***]
Index/Metric
[***]
Measurement	Window
See	Table	4-D	below
Content	per	Cell:	
[***]
	
Baseline
[***]
	
per	Cell	(
[***]
)
[***]
	
per	Cell	(
[***]
)
Commodity	Price	Baseline
[***]
Measurement	Window	for	Currency
Exchange
[***]
	
average	at	
[***]
	
prior	to	delivery	(
[***]
)
	
Table	4-D:		‘


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)
	
Table	4-D:		‘
[***]
’	Cell	Measurement	Window	for	Lithium	Adjustment	
Pricing	Period
Measurement	Window
Calendar	Year	
[***]
[***]
Calendar	Year	
[***]
[***]
Calendar	Year	
[***]
[***]
Calendar	Year	
[***]
[***]
	
	
c.
‘
[***]
’	Cell	Pricing
	
i.
Baseline	Price
.				The	Baseline	Price	for	‘
[***]
’	Cells	during	the	
[***]
	
Pricing	Period	shall	be	the	applicable	rate	set	forth	in
Table	4-E	in	each	case	based	on	the	date	of	delivery	of	the	Cells.		The	baseline	pricing	shown	in	Table	4-E	was	calculated
using	
[***]
	
per	Cell	
[***]
.	If	the	actual	
[***]
	
per	Cell	
[***]
	
of	
[***]
	
Cells	is	
[***]
	
than	the	agreed	
[***]
	
specification,	the	Parties
agree	to	discuss	in	good	faith	
[***]
.
	
ii.
Table	4-E:	‘
[***]
’	Cell	Baseline	Prices
.
	
Table	4-E	
–	‘
[***]
’	Cell	Baseline	Prices
	
[***]
[***]
[***]
[***]
[***]
Baseline
(Yen/cell)
[***]
[***]
[***]
[***]
[***]
*		Transportation	cost	to	Fremont	(
[***]
/cell)	is	
[***]
	
in	above.
	
iii.
Metals	Adjustment
.		At	the	
[***]
	during	the	
[***]
	Pricing	Period,	the	metals	identified	below	will	be	adjusted	as	follows:		
the
Parties	will	measure	the


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the
Parties	will	measure	the	
[***]
	
per	the	applicable	index	or	metric
	
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for	the	applicable	measurement	window	in	Table	
4-G
	below	(this	is	the	“
Index	Average	Cost
”),	and	adjust	the	Baseline
Price	(up	or	down)	based	on	the	difference	between	the	then-current	Index	Average	Cost	for	each	material	and	the
baseline	commodity	assumptions	set	forth	below.	For	purposes	of	this	adjustment,	the	raw	materials	prices	shall	be
converted	from	United	States	Dollars	(USD)	into	Japanese	Yen	(JPY)	using	
the	
[***]
	
and	the	
[***]
	
for	the	applicable	
[***]
period	set	forth	in	Table	
4-I
	below.
Table	4-G:	‘
[***]
’	Cell	Metals	Adjustment
Cell	Material
[***]
[***]
[***]
[***]
Index/Metric
[***]
[***]
[***]
[***]
Measurement	Window
Per	Table	4-I	below
Per	Table	4-I	below
Per	Table	4-I	below
Per	Table	4-I	below
	
	
Content	Per
Cell:	
[***]
[***]
	
per	Cell
[***]
	
per	Cell
[***]
	
per	Cell	(
[***]
)
	
[***]
	
per	Cell	(
[***]
)
[***]
	
per	Cell	(
[***]
)
	
[***]
	
per	Cell	(
[***]
)
Commodity	Price
Baseline
[***]
[***]
[***]
[***]
Exchange	Rate	(Yen/$)
*
[***]
	
(*	Baseline	assumes	
[***]
	
JPY/USD)
														
	
iv.
Lithium	Adjustment
.	
At	the	
[***]
	
during	the	
[***]


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[***]
	
during	the	
[***]
	
Pricing	Period,	the	Baseline	Price	shall	adjust	as	follows:		the	Parties	will
measure	the	
[***]
	
based	
[***]
	
for	the	applicable	measurement	window	in	Table	4-I	below,	and	adjust	the	Baseline	Price	(up
or	down)	based	on	the	difference	between	the	then-current	Index	Average	Cost	for	
[***]
	
and	the	baseline	commodity
assumption	set	forth	below.	For	purposes	of	this	adjustment,	the	raw	materials	prices	shall	be	converted	from	United
States	Dollars	(USD)	into	Japanese	Yen	(JPY)	using	
[***]
	
and	the	
[***]
	
for	the	applicable	
[***]
	
period	set	forth	
in	Table	4-I
below.
	
Table	4-H:		‘
[***]
’	Cell	Lithium	Adjustment
Cell	Material
[***]
Index/Metric
Average	of	actual	price	paid	for	
[***]
,	provided	that	Tesla	must	approve	in	writing	the
pricing	for	all	new	
[***]	
volume	commitments	created	after	the	PPA	Effective	Date.		If
Seller	fails	to	obtain	Tesla’s	prior	written	consent,	the	price	for	purposes	of	this
adjustment	shall	not	exceed	the	
[***]
	
and	made	available	to	Seller	from	
[***]
.
Measurement	Window
See	Table	4-I	below
Content	per	
[***]
	
Cell	Baseline
[***]
	
per	Cell	till	
[***]
[***]
	
per	Cell	from	
[***]
Commodity	Price	Baseline
[***]
Exchange	rate	(Yen/$)	*
[***]
	
(
*Baseline	assumes	
[***]
JPY/USD
)
												
Table	4-I:		‘
[***]


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Table	4-I:		‘
[***]
’	Cell	Measurement	Windows	for	Metals	and	Lithium	Adjustments	
and	corresponding	Currency	Exchange
Pricing	Period
Measurement	Window:	Metals
Measurement	Window:
Lithium
Measurement	Window:	Currency
Exchange
Calendar	Year	
[***]
[***]
[***]
[***]
	
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Calendar	Year
	
[***]
[***]
[***]
[***]
Calendar	Year	
[***]
[***]
[***]
[***]
Calendar	Year	
[***]
[***]
[***]
[***]
	
v.
	
d.
Line	Conversion
.	In	connection	with	any	conversion	of	
[***]	
production	lines	between	production	of	
[***]
,	the	Parties	shall	
[***]
the	following
[***]	
in	connection	with	
[***]	
which	may	include	a	
[***]
;	and	
[***]
.		Tesla	shall	
[***]
,	except	to	the	extent	expressly
provided	herein	or	agreed	in	writing	by	both	Parties	prior	to	the	conversion.	Without	limiting	anything	to	the	contrary	herein,
the	Parties	will	discuss	in	good	faith	if	Tesla	requests	that	Seller	convert	
[***]	
to	a	
[***]	
from	the	production	of	
[***]
,	and	Seller
will	
[***]	
except	as	agreed	in	writing	by	both	Parties.
5.
Customs
.		Upon	arrival	at	the	port	of	entry	to	the	United	States,	Cells	will	be	moved	under	customs	bond	by	
[***]	
designated	customs
broker	into	
[***]	
Foreign	Trade	Zone	(FTZ)	against	the	bond	of	
[***]	
selected	carrier.		Seller	shall	provide	all	
[***]	
required	for	passage
through	customs	and	governmental	reporting	through	
[***]	
FTZ.		
[***]	
will	act	as	the	importer	of	record	for	purposes	of	each	such
shipment.		In	the	event	that	new,	additional,	or	increased	duties	or	tariffs	are	imposed	on	the	import	of	Cells	after	the	PPA	Effective


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Date,	including	any	antidumping	duties,	countervailing	duties,	or	‘national	security’	or	similar	tariffs	(collectively,	“
New
Duties
”),		the	Parties	shall	explore	all	options	to	minimize	the	impact	of	such	New	Duties,	the	Parties	shall	discuss	options	to	share
responsibility	for	the	cost	of	such	New	Duties,	and	
[***]	
shall	undertake	Commercially	Reasonable	Efforts	to	minimize	New	Duties.
6.
Material	Sourcing
.		
	
a.
Seller	will	comply	with	the	Tesla	Supplier	Code	of	Conduct	which	is	available	at
https://www.tesla.com/sites/default/files/about/legal/tesla-supplier-code-of-conduct.pdf
	and,	to	the	extent	applicable,	the	Tesla
Human	Rights	And	Conflict	Minerals	Policy	which	is	available	at	
https://www.tesla.com/about/legal#human-rights-and-conflict-
minerals-policy
	(the	foregoing	two	policies	are	referred	to,	collectively,	as	“
Tesla’s	Conduct	Policies
”).
	
b.
Sustainability
.	Tesla	and	Seller	each	acknowledge	the	importance	of	maintaining	a	sustainable	supply	chain,	in	which	vendors
and	suppliers	at	all	levels	comply	in	full	with	all	applicable	Laws,	industry	standards,	and	Tesla’s	Conduct	Policies	(defined
above),	in	each	case	with	respect	to	sustainable	labor	practices,	including	a	zero-tolerance	policy	with	respect	to	child	or	forced
labor	and	robust	safety	standards	(collectively,	the	“Sustainability	Standards”).	Accordingly,	the	Parties	agree	as	follows:
	
i.
Seller	shall	contractually	require	its	suppliers	and	sub-suppliers	to	
[***]	
for	purposes	of	production	of	Cells	under	this	PPA.


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“Minerals”	means	any	form	of	cobalt	and/or	‘conflict	minerals’	(as	that	term	is	used	in	Tesla’s	Conduct	Policies).
	
ii.
At	least	
[***]	
during	the	Term,	Seller	shall	
[***]
	(collectively,	“Minerals	Suppliers”).	Seller	shall	conduct	each	
[***]	
in
accordance	with	
[***]
,	including	as	applicable	the	
[***]
	from	
[***]
	and	the	commitments	adopted	
[***],	[***]	
firm	with	relevant
industry	experience.	The	scope	and	methodology	of	
[***]
,	and	shall	schedule	
[***]	
to	facilitate	
[***]
.	Seller	will	provide	Tesla
and	its	independent	auditors	with	a	
[***].
	Seller	shall	complete	each	
[***]	
and	deliver	a	
[***]	
during	the	Term.
	
iii.
If	and	to	the	extent	that	a	
[***]
,	then	the	Parties	shall	promptly	discuss	in	good	faith	and	one	of	the	following	shall	apply:
	
(i)
Seller	shall	promptly:	(a)	cause	the	
[***]
	and	provide	evidence	to	Tesla	that	
[***]
;	and/or	(b)	
[***]	
related	to	this	PPA	
[***]
);	or
	
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(ii)
If	Seller	
is	unable	to	
achieve	compliance	
as	contemplated	in	Subsection	(i)	above
,	
the	
Parties
	shall	promptly	
[***]
).
	
7.
Capital	Investment	for	
[***]
	Cell.
	
a.
Seller	commits	to	
[***]	
in	
[***]	
to	
[***]	
the	
[***]	
Seller	Guaranteed	Capacity	Commitment.	The	aggregate	amount	of	
[***]	
for	the
foregoing	shall	be	
[***]	
JPY.
	
b.
The	Parties	agree	and	acknowledge	that	Seller	shall	be	entitled	to	
[***]
(including,	without	limitation,	
[***]
)	in	connection	with	the
foregoing	
[***]	
through	the	
[***]	
on	
[***]	
at	the	
[***]
	provided	in	this	PPA	and	in	any	successive	pricing	agreement	(until	
[***]
),
which	the	Parties	agree	and	acknowledge	include	
[***]	
for	
[***]
	of	the	
[***]	
in	accordance	with	Exhibit	B,	provided	that	
[***]
.
	
c.
Seller	will	
[***]
.		If	Tesla’s	program	of	the	
[***]
	Cells	produced	on	
[***]	
is	terminated	prior	to	
[***]
,	Seller	shall	
[***]	
as	agreed	in
writing	by	the	Parties	following	a	good	faith	discussion.	
The	Parties	acknowledge	and	agreed	that	this	Section	7	shall	survive
expiration	or	termination	of	this	PPA.	Tesla’s	obligation	to	
[***]	
shall	be	reduced	to	the	extent	that	Seller	
[***]	
after	the
termination	of	this	PPA	
[***].


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after	the
termination	of	this	PPA	
[***].		
8.
Miscellaneous
.
	
a.
The	Parties’	Supply	Agreement	dated	October	5,	2011	(as	amended)	(“
Supply	Agreement
”),	Non-Disclosure	Agreement	for
Commercial
	Agreement,	Japan	dated	July	1,	2019	(“
NDA
”),	and	
the	letter	agreement	of	May	26,	2020	regarding	
[***]
	Cell
Production	(“
[***]
	Cell	Investment	Letter”)	are	incorporated	by	reference	as	integral	parts	hereof.
	
b.
The	Supply	Agreement,	the	NDA,	this	PPA,	the	
[***]
	Cell	Investment	Letter,	and	Orders	issued	by	or	for	Tesla	hereunder
(collectively,	“
Japan	Contract
”)	constitute	the	entire	agreement	between	the	Parties	with	respect	to	the	subject	matter	herein
and	supersede	all	prior	oral	or	written	representations	or	agreements	by	the	Parties	with	respect	to	its	subject	matter.	No
subsequent	terms,	conditions,	understandings,	or	agreements	purporting	to	modify	the	terms	of	this	PPA	will	be	binding	unless
in	writing	and	signed	by	both	Parties.		For	the	avoidance	of	doubt,	the	terms	and	conditions	of	the	2019	Pricing	Agreement
dated	September	17,	2019	shall	continue	to	apply	to	the	sale	of	
[***]
	Cells	by	Seller	to	Authorized	Purchasers	on	and	after	the
Effective	Date	of	this	PPA.
	
c.
In	the	event	of	a	conflict	between	or	among	the	document	comprising	the	Japan	Contract,	the	conflict	shall	be	resolved	per
Section	15.e	(Entire	Agreement)	of	the	Supply	Agreement.		
	
d.


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d.
This	PPA	may	be	executed	in	counterparts,	each	of	which	when	so	executed	and	delivered	will	be	deemed	an	original,	and	all	of
which	taken	together	will	constitute	one	and	the	same	instrument.
[Signature	page	follows]
	
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Agreed	by	authorized	representatives	of	each	Party	and	
signed	by	the	Parties	
as	of	the	PPA	Effective	Date
.
Tesla,	Inc.
	
Tesla	Motors	Netherlands	B.V.
By:	
/s/	Dinesh	Swamynathan
Printed:
	Dinesh	Swamynathan
Title:
	Director,	Supply	Chain
Date:
	12/28/2020
	
By:	
/s/	Stephan	Werkman
Printed:
	Stephan	Werkman
Title:
	Director
Date:
	12/29/2020
	
Panasonic	Corporation	of	North	America
	
Sanyo	Electric	Co.,	Ltd.
By:
	/s/	Kenji	Shimonishi
Printed:
	Kenji	Shimonishi
Title:
	Chief	Financial	Officer
Date:
	12/23/2020
	
By:
	/s/	Keisuke	Matsukara
Printed:
	Keisuke	Matsukara
Title:
	Director
Date:
	12/24/2020
	
	
	
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Exhibit	A	-	
[***]
	and	
[***]
	
Factories	Production	Lines
Factories
Line
Cell	type
Customers
Anticipated	Monthly	Capacity
(millions	of	Cells	/	month)
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
	
Any	contents	described	in	the	above	schedule	are	for	reference	only	and	will	not	constitute	Seller’s	commitment	in	any	respect.	
Seller
reserves	its	right	to	change	any	of	them	at	any	time	at	its	sole	discretion	so	long	as	Seller	fulfills	its	obligation	of	
[***].
	
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Exhibit	B	Volume-Based	Adjustment
1.
[***]
	Cell	
[***]
	Adjustment
.
The	
[***]
	adjustment	of	the	
‘
[***]
’	lithium-ion	battery	cells	
shall	consist	of	following	two	adjustments,	i.e.,	“Adjustment	A”	and
“Adjustment	B”	and	both	such	adjustments	shall	apply	to	the	
‘
[***]
’	lithium-ion	battery	cell
	Unit	Prices	simultaneously.
A.
Adjustment	A
.
1)
General
.		The	‘
[***]
’	lithium-ion	battery	cell	Unit	Prices	include	a	
[***]
	which	is	based	on	the	agreed	annual	quantities	reflected	in	
[***]
(‘baseline	cell	quantity’)	of	the	table	below	(as	applicable,	this	is	the	“
[***]
	Cell	Quantity
”)	and	the	
[***]
.	The	
[***]	
based	on	the	
[***]
	Cell
Quantities	is	set	forth	in	
[***]
	(‘Baseline	cost/cell’)	of	the	table	below	(this	is	the	“
[***]
	Cell	
[***]
”).
2)
[***]
	Adjustment
.		
	
a)
At	the	
[***]	
during	the	Pricing	Period	(as	applicable,	the	“
[***]
”),	the	Parties	shall	adjust	the	Unit	Price	for	
[***]	
as	set	forth	in
Section	2(b)	below	based	on	
[***]	
for	‘
[***]
’	lithium-ion	battery	cells	in	Japan	for	such	
[***]
.		This	
[***]	
shall	include	the	
[***].
	The
[***]	
shall	include	
[***].
	Seller	shall	
[***].	
The	
[***]	
in	the	
[***]	
may	only	
[***]
.


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may	only	
[***]
.
	
b)
The	adjustment	to	Item	Prices	shall	be	calculated	as	illustrated	through	the	examples	in	
[***]
	of	the	table	below	(this	is	the	“
[***]
Adjustment
”).		This	adjustment	is	subject	to	the	following:		
	
i)
If	and	to	the	extent	that	the	
[***]
;
	
ii)
If	and	to	the	extent	that	the	
[***]
;	and
	
iii)
If	and	to	the	extent	that	the	
[***]
.
3)
[***]
	Adjustment
.		
	
a)
At	the	
[***]
,	the	Parties	shall	adjust	the	Item	Price	for	the	
[***]	
as	set	forth	in	Section	3(b)	below	based	on	the	
[***]
	(this	is	the
“
[***]
	Cell	
[***]
”).
	
b)
This	adjustment	is	subject	to	the	following:		
	
i)
The	Parties	will	determine	the	
[***]
	quantities	of	‘18650’	lithium-ion	battery	cells	produced	in	Japan	and	sold	to	(i)	Tesla,
any	Affiliate	of	Tesla,	or	any	authorized	purchaser	of	Tesla	(the	“
Tesla	Quantity
”),	
[***]
during	the	Prior	Year	(collectively,
the	
[***]	
are	referred	to	herein	as	the	“
[***]
”).		The	
[***]	
shall	include	any	and	all	battery	cells	
[***]	
such	as	
[***]	
and	form
factor	‘
[***]
’,	and	similar	battery	cells,	without	regard	to	the	
[***]	
of	such	battery	cells.		
	
ii)
If	and	to	the	extent	that	the	
[***]
;
	
iii)
If	and	to	the	extent	that	the	
[***]
);	and


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[***]
);	and
	
iv)
If	and	to	the	extent	that	the	
[***]
.
4)
If	and	to	the	extent	that	
[***]
,	the	Parties	shall	adjust	the	table	to	reflect	the	
[***]
.
5)
The	foregoing	adjustments	in	Sections	2)	and	3)	together	with	Secion	B.2)	below	are	
[***]
	lithium-ion	battery	
[***]
	under	the	Japan
Contract,	and	it	is	understood	that	Tesla	shall	
[***]
.		Unless	otherwise	agreed	by	both	parties,	the	total	amounts	
[***]	
shall	not	exceed
the	amounts	shown	in	
[***]	
of	the	table	below	for	the	purpose	of	this	Adjustment	A.
	
[***]
	
B.		
Adjustment	B
.
	
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1)
General
.		
The	
‘
[***]
’	lithium-ion	battery	cell	Unit	
Prices	
include	a	
[***]	
which	is	
based
	on	
[***]	
of	the	table	below
.
	The	
[***]	
of	the	table
below	(this	is	the	
“
[***]
	Cell	
[***]
”).
2)			
True-Up	Adjustment
.		
	
a)
At	the	
[***]
,	the	Parties	shall	adjust	the	Item	Price	for	the	
[***]	
based	on	the	
[***]
,	relative	to	the	
[***]
	(this	is	the	“
[***]
	Cell	
[***]
”).
	
b)
This	adjustment	is	subject	to	the	following:		
	
i)
The	Parties	will	determine	the	
[***]	
quantities	of	‘
[***]
’	lithium-ion	battery	cells	produced	in	Japan	and	sold	to	Tesla,	any
Affiliate	of	Tesla,	or	any	authorized	purchaser	of	Tesla	(the	“
[***]
	
Tesla	Quantity	B
”),	
[***]
.
	
ii)
If	and	to	the	extent	that	the	
[***]
	Tesla	Quantity	is	
[***]
,	the	adjustment	shall	be	based	on	
[***]	
in	the	
[***]	
Tesla	Quantity	B;
3)
Unless	otherwise	agreed	by	both	parties,	the	total	amounts	recoverable	by	Seller	hereunder	for	
[***]
.
[***]
	
2.
[***]
	Cell	
[***]
	Adjustment
.
1)
General
.		The	‘
[***]
’	lithium-ion	battery	cell	Unit	Prices	include	a	
[***]	
which	is	based	on	the	
[***]
	(‘
[***]’
)	of	the	table	below.


key: chroma:document
string_value:
[***]’
)	of	the	table	below.		
2)			2021	True-Up	Adjustment
.
	
a)
At	the	
[***]
,	the	Parties	shall	adjust	the	Item	Price	for	the	
[***]	
based	on	the	
[***]
	(this	is	the	“
[***]	
Cell	
[***]
”).
	
b)
This	adjustment	is	subject	to	the	following:
	
i)
The	Parties	will	determine	the	actual,	
[***]
	‘
[***]
’	lithium-ion	battery	cells	produced	on	
[***]	
in	Japan	(“
[***]
”)	and	sold	to
(i)	Tesla,	any	Affiliate	of	Tesla,	or	any	authorized	purchaser	of	Tesla	(the	“
[***]
	Tesla	Quantity	
[***]	
during	
[***]
	(collectively,
the	
[***]	
are	referred	to	herein	as	the	“
[***]
”).	The	
[***]	
shall	include	any	and	all	battery	cells	
[***]	
and	form	factor	‘
[***]
’,	and
similar	battery	cells,	without	regard	to	the	
[***]	
of	such	battery	cells.
	
ii)
If	and	to	the	extent	that	the	
[***]
;
	
iii)
If	and	to	the	extent	that	the	
[***]
;
	
iv)
If	and	to	the	extent	that	the	
[***]
;	and
	
v)
If	and	to	the	extent	that	the	
[***]
;
[***]
	
3)
If	and	to	the	extent	
[***]
,	the	Parties	shall	adjust	the	table	to	
[***].
4)				The	foregoing	adjustments	are	
[***]	
lithium-ion	battery	
[***]
,	and	it	is	understood	that	Tesla	shall	have	
[***]


key: chroma:document
string_value:
[***]
.		Unless	otherwise	agreed
by	both	parties,	
[***].
	
5)					The	
[***]	
adjustment	of	the
	
[***]
	lithium-ion	battery	cells	produced	on	
[***]	
shall	be	made	based	on	the	same	methodology	as	set	forth
above.
	
	
2021	Pricing	Agreement	(Japan	Cells)
Page	
11
	of	
12


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Exhibit	C–	Agreement	Regarding
2020	Commitment	under	the	2019	PPA
	
In	complete	and	final	settlement	and	resolution	of	all	claims	and	potential	claims	relating	to	i)	
[***]
;	and	ii)	
[***],	
the	Parties	agree	as	follows:
	
1.
The	
[***]	
is	agreed	to	be	
[***];
	
	
2.
The	actual	
[***]	
is	agreed	to	be	
[***]
;	and
	
	
3.
In	addition,	as	a	result	of	the	Parties’	good	faith	discussion	on	the	impact	of	
[***]
,	Tesla	shall	
[***]
.
	
	
4.
Tesla	shall	
[***]	
within	the	timeframes	indicated	below:
	
Date
Amount
[***]
[***]
[***]
[***]
	
	
5.
Panasonic	agrees	to	provide	[***].	During	the	course	of	[***],	if	the	Parties	reasonably	determine	that	[***],	the	Parties	shall	have	a	good	faith
discussion	on	[***].
	
	
	
2021	Pricing	Agreement	(Japan	Cells)
Page	
12
	of	
12
EX-10.44	
3	
tsla-ex1044_13.htm	
EX-10.44
	
Exhibit	10.44
	
FIRST	AMENDMENT	TO	AMENDED	AND	RESTATED	ABL	CREDIT	AGREEMENT
FIRST	AMENDMENT	TO	AMENDED	AND	RESTATED	ABL	CREDIT	AGREEMENT	(this	“
Amendment
”),	dated	as	of	December
23,	2020,	in	respect	of	the	Amended	and	Restated	ABL	Credit	Agreement,	dated	as	of	March	6,	2019	(as	amended,	supplemented	or
otherwise	modified	prior	to	the	date	hereof,	the	“
Credit	Agreement


key: chroma:document
string_value:
Credit	Agreement
”;	and	the	Credit	Agreement	as	amended	by	this	Amendment,	the
“
Amended	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
”),	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	the	other	agents	party	thereto.
RECITALS:
WHEREAS,	the	Company	has	requested	an	amendment	to	the	Credit	Agreement	and	certain	other	Credit	Documents;
WHEREAS,	Tesla	Motors	Limited,	a	company	incorporated	in	England	and	Wales	with	registered	number	04384008	and	having
its	registered	office	at	197	Horton	Road,	West	Drayton,	England	UB7	8JD	(“
Tesla	UK
”	and,	together	with	each	other	Wholly-Owned
English	Subsidiary	of	Tesla	UK	that	becomes	a	Borrower	pursuant	to	the	terms	of	the	Amended	Credit	Agreement,	collectively,	the	“
UK
Borrowers
”	and	the	UK	Borrowers,	together	with	the	Dutch	Borrowers	and	the	U.S.	Borrowers,	collectively,	the	“
Borrowers
”)	desires	to


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string_value:
Borrowers
”)	desires	to
execute	and	deliver	this	Amendment	in	order	to	become	a	party	to	the	Credit	Agreement	and	other	Credit	Documents	as	a	Borrower;
WHEREAS,	the	UK	Borrower	will	obtain	benefits	from	the	incurrence	of	Loans	by	the	UK	Borrowers,	and	the	issuance	of,	and
participation	in,	Letters	of	Credit	for	the	account	of	the	UK	Borrowers,	in	each	case	pursuant	to	the	Amended	Credit	Agreement,	and,
accordingly,	desires	to	execute	this	Amendment	in	order	to	induce	the	Lenders	to	make	Loans	to	the	UK	Borrowers	and	issue,	and/or
participate	in,	Letters	of	Credit	for	the	account	of	the	UK	Borrowers;
WHEREAS,	pursuant	to	Sections	13.05	and	13.13	of	the	Credit	Agreement,	the	Credit	Agreement	may	be	amended	to	add
additional	Borrowers	and	make	other	requested	amendments	with	the	written	consent	of	the	Lenders	and	each	Credit	Party	thereto;	and
WHEREAS,	the	parties	now	wish	to	amend	the	Credit	Agreement	and	certain	other	Credit	Documents	in	certain	respects.
AGREEMENT:
NOW,	THEREFORE,	in	consideration	of	the	premises	and	mutual	covenants	contained	herein,	the	parties	hereto	agree	as
follows:
Section	1.
Defined	Terms.		
Unless	otherwise	specifically	defined	herein,	each	term	used	herein	(including	in	the	recitals
above)	has	the	meaning	assigned	to	such	term	in	the	Amended	Credit	Agreement.


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string_value:
Section	2.
Joinder	and	Assumption	of	Obligations
.
(a)
Tesla	UK,	by	its	signature	below,	becomes	a	“Borrower”	and	a	“UK	Borrower”	for	all	purposes	under	the
Amended	Credit	Agreement.
(b)
Tesla	UK,	by	its	signature	below,	(i)	agrees	to	perform,	comply	with	and	be	bound	by	all	of	the	terms,
provisions,	conditions,	and	covenants	of	the	Amended	Credit	Agreement	applicable	to	it	as	a	“Borrower”	thereunder	or	a	“UK	Borrower”
thereunder,	(ii)	agrees	that	the	Administrative	Agent	shall	have	all	rights,	remedies	and	interests,	including	security	interests	in	and	liens
upon	the	Collateral	granted	to	the	Administrative	Agent	or	the	Lenders	under	and	pursuant	to	the	Credit	Documents,	with	respect	to	Tesla
UK	and	its	properties	and	assets,	and	(iii)	assumes	and	agrees	to	be	directly	liable	to	the	Administrative	Agent	and	Lenders	for	all
Obligations	of	Tesla	UK	under,	contained	in,	or	arising	pursuant	to	the	Amended	Credit	Agreement	or	any	of	the	other	Credit	Documents.
Section	3.
Amendments	to	Credit	Agreement;	other	Credit	Documents.	
The	parties	hereto	agree	that	on	the	Amendment
Effective	Date	(as	defined	below),	the	Credit	Agreement,	the	U.S.	Guaranty	and	the	Dutch	Guaranty	shall	be	amended	as	follows:
(a)
The	Credit	Agreement	is	hereby	amended	to	delete	the	stricken	text	(indicated	textually	in	the	same	manner
as	the	following	example:
	
stricken	text
)	and	to	add	the	double-underlined	text	(indicated	textually	in	the	same	manner	as	the	following
example:	
double-underlined	text


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string_value:
example:	
double-underlined	text
)	as	set	forth	in	the	pages	of	the	Credit	Agreement	attached	as	
Exhibit	A
	to	this	Amendment.
(b)
Exhibit	B-5	to	the	Amended	Credit	Agreement	shall	be	in	the	form	set	forth	in	
Exhibit	B
	attached	to	this
Amendment.
(c)
Exhibit	O	to	the	Amended	Credit	Agreement	shall	be	in	the	form	set	forth	in	
Exhibit	C
	attached	to	this
Amendment.
(d)
Exhibit	P	to	the	Amended	Credit	Agreement	shall	be	in	the	form	set	forth	in	
Exhibit	D
	attached	to	this
Amendment.
(e)
Exhibit	Q	to	the	Amended	Credit	Agreement	shall	be	in	the	form	set	forth	in	
Exhibit	E
	attached	to	this
Amendment.
(f)
Schedule	1.01(a)	to	the	Amended	Credit	Agreement	shall	be	in	the	form	set	forth	in	
Exhibit	F
	attached	to
this	Amendment.
(g)
The	U.S.	Guaranty	is	hereby	amended	such	that,	after	giving	effect	to	the	Amendment,	each	reference
therein	to	a	“Borrower”	or	the	“Borrowers”	shall	be	deemed	to	include	the	UK	Borrower.
(h)
The	Dutch	Guaranty	is	hereby	amended	by	deleting	the	last	sentence	of	the	first	paragraph	of	Section	1
thereof	and	replacing	such	sentence	with	the	following	sentence:	“For	the	avoidance	of	doubt,	in	no	event	shall	the	Guaranteed
Obligations	of	any	Guarantor	include	any	Obligations	of	any	U.S.	Borrower,	any	U.S.	Subsidiary	Guarantor	or	any	UK	Borrower.”


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string_value:
Section	4.
Conditions.	
This	Amendment	shall	become	effective	
on	the	date	on	which	the	following	conditions	precedent
have	been	satisfied	or	waived	(the	date	on	which	such	conditions	shall	have	been	so	satisfied	or	waived,	the	“
Amendment	Effective	Date
”):
(a)
The	Administrative	Agent	shall	have	received	a	counterpart	of	this	Amendment,	executed	and	delivered	by
the	Credit	Parties,	the	Administrative	Agent	and	the	Lenders.
(b)
Each	of	the	representations	and	warranties	made	by	the	Credit	Parties	in	or	pursuant	to	the	Credit
Agreement	and	each	of	the	representations	and	warranties	made	by	the	Credit	Parties	in	or	pursuant	to	the	other	Credit	Documents	shall
be	true	and	correct	in	all	material	respects	(except	that	any	representation	and	warranty	that	is	qualified	or	subject	to	“materiality”,
“Material	Adverse	Effect”	or	similar	language	shall	be	true	and	correct	in	all	respects)	on	and	as	of	the	Amendment	Effective	Date	as	if
made	on	and	as	of	such	date	except	for	such	representations	and	warranties	expressly	stated	to	be	made	as	of	an	earlier	date	(in	which
case	such	representations	and	warranties	shall	be	true	and	correct	in	all	material	respects	as	of	such	earlier	date,	except	that	any
representation	and	warranty	that	is	qualified	or	subject	to	“materiality”,	“Material	Adverse	Effect”	or	similar	language	shall	be	true	and
correct	in	all	respects	as	of	such	earlier	date).
(c)
No	Default	or	Event	of	Default	shall	exist	on	the	Amendment	Effective	Date.
(d)
The	Administrative	Agent	shall	have	received	an	officer’s	certificate	from	an	Authorized	Officer	of	the
Company,	dated	as	of	the	Amendment	Effective	Date,	certifying	that	each	condition	set	forth	in	Sections	4(b)	and	(c)	hereof	have	been


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satisfied	on	and	as	of	the	Amendment	Effective	Date.
(e)
The	Administrative	Agent	shall	have	received	from	Wilson	Sonsini	Goodrich	&	Rosati,	P.C.,	special	New
York	counsel	to	the	Credit	Parties,	an	opinion	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent	addressed	to	the
Administrative	Agent,	the	Collateral	Agent	and	each	of	the	Lenders	and	dated	the	Amendment	Effective	Date	covering	such	matters
incident	to	the	transactions	contemplated	herein	as	the	Administrative	Agent	may	reasonably	request.
(f)
The	Administrative	Agent	shall	have	received	from	Simpson	Thacher	&	Bartlett	LLP,	special	English	law
counsel	to	the	Administrative	Agent,	an	opinion	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent	addressed	to
the	Administrative	Agent,	the	Collateral	Agent	and	each	of	the	Lenders	and	dated	the	Amendment	Effective	Date	covering	such	matters
incident	to	the	transactions	contemplated	herein	as	the	Administrative	Agent	may	reasonably	request.
(g)
The	Administrative	Agent	shall	have	received	a	certificate	from	each	Credit	Party,	dated	the	Amendment
Effective	Date,	signed	by	an	Authorized	Officer	of	such	Credit	Party	(or,	with	respect	to	Tesla	B.V.	or	Tesla	UK,	one	of	its	directors),	and,	if
signed	by	an	Authorized	Officer	of	such	Credit	Party	(or	director),	attested	to	by	another	Authorized	Officer	(or	director)	of	such	Credit
Party,	in	the	form	of	Exhibit	E-2	to	the	Credit	Agreement	(or	such	other	form	reasonably	acceptable	to	the	Administrative	Agent)	with
appropriate	insertions,	together	with	copies	of	the	certificate	or	articles	of	incorporation	and	by-laws	(or	other	equivalent	organizational


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documents	relating	to	any	Dutch	Credit	Party	and	UK	Credit	Party),	as	applicable,	of	such	Credit	Party	and	the	resolutions	of	such	Credit
Party	referred	to	in	such	certificate	(including,	with	respect	to	each	UK	Credit	Party,	(i)	resolutions	of	the	shareholder	of	that	UK	Credit
Party,	(ii)	a	copy	of	the	specimen	signatures	of	persons	duly	authorized	to	sign	the	Credit	Documents	(including,	without	limitation,	any
Notice	of	Borrowing)	on	behalf	of	that	UK	Credit	Party,	and	(iii)	confirming	that	borrowing,	guaranteeing	or	securing	(as	appropriate)	the
Total	Revolving	Loan	Commitment	would	not	cause	any	borrowing,	guarantee,	security	or	similar	limit	binding


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string_value:
on	it	to	be	exceeded
),	and	each	of	the	foregoing	shall	be	in	form	and	substance	reasonably	acceptable	to	the	Administrative	Agent.
(h)
The	Administrative	Agent	shall	have	received	a	good	standing	certificate	(or	equivalent)	for	each	Credit
Party	(excluding	Tesla	UK)	from	its	jurisdiction	of	formation.
(i)
All	fees	required	to	be	paid	to	the	Administrative	Agent	and	the	Lenders	in	connection	herewith,	accrued
reasonable	and	documented	out-of-pocket	costs	and	expenses	(including,	to	the	extent	invoiced	in	advance,	reasonable	legal	fees	and	out-
of-pocket	expenses	of	counsel)	and	other	compensation	due	and	payable	to	the	Administrative	Agent	and	the	Lenders	on	or	prior	to	the
Amendment	Effective	Date	shall	have	been	paid	to	the	extent	invoices	therefor	have	been	provided	to	the	Borrowers	at	least	one	Business
Day	in	advance	of	the	Amendment	Effective	Date.
(j)
The	Administrative	Agent	shall	have	a	received	a	solvency	certificate	from	the	vice	president,	treasurer	of
the	Company	in	the	form	of	Exhibit	J	to	the	Credit	Agreement.
(k)
The	Administrative	Agent	shall	have	a	received	the	results	of	a	recent	search,	by	a	Person	reasonably
satisfactory	to	the	Collateral	Agent,	of	all	effective	UCC	financing	statements	(or	equivalent	filings)	made	with	respect	to	any	personal	or
mixed	property,	the	creation	of	security	interests	in,	which	is	governed	by	the	UCC	of	any	Credit	Party	(to	the	extent	applicable)	in	the
jurisdiction	of	formation	of	each	such	entity	and	the	location	(state	and	county)	where	such	entities	maintain	their	chief	executive	offices,
together	with	copies	of	all	such	filings	disclosed	by	such	search.
(l)


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string_value:
(l)
The	Administrative	Agent	shall	have	received	evidence	or	otherwise	be	reasonably	satisfied	that	all	other
actions	required	to	be	taken	under	each	Security	Agreement	on	or	prior	to	the	Amendment	Effective	Date	to	perfect	and	protect	the
security	interests	purported	to	be	created	by	each	Security	Agreement	have	been	taken	(other	than,	in	respect	of	any	Security	Agreement
signed	by	a	UK	Credit	Party,	proper	filings	to	be	made	in	the	appropriate	filing	offices	against	such	UK	Credit	Party),	and	each	Security
Agreement	shall	be	in	full	force	and	effect.
(m)
(i)	The	Administrative	Agent	shall	have	received,	at	least	five	days	prior	to	the	Amendment	Effective	Date,
all	documentation	and	other	information	regarding	the	Borrowers	requested	in	connection	with	applicable	“know	your	customer”	and	anti-
money	laundering	rules	and	regulations,	including	the	Patriot	Act,	to	the	extent	requested	in	writing	of	the	Borrowers	at	least	10	days
prior	to	the	Amendment	Effective	Date	and	(ii)	to	the	extent	any	Borrower	qualifies	as	a	“legal	entity	customer”	under	the	Beneficial
Ownership	Regulation,	at	least	five	days	prior	to	the	Amendment	Effective	Date,	any	Lender	that	has	requested,	in	a	written	notice	to	the
Company	at	least	10	days	prior	to	the	Amendment	Effective	Date,	a	Beneficial	Ownership	Certification	in	relation	to	the	applicable
Borrower	shall	have	received	such	Beneficial	Ownership	Certification	(
provided
	that,	upon	the	execution	and	delivery	by	such	Lender	of
its	signature	page	to	this	Amendment,	the	condition	set	forth	in	this	clause	(ii)	shall	be	deemed	to	be	satisfied).
(n)
The	UK	Borrower	shall	have	duly	authorized,	executed	and	delivered	the	UK	Guaranty	in	the	form	of	Exhibit


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P,	and	the	UK	Guaranty	shall	be	in	full	force	and	effect.
(o)
The	UK	Borrower	shall	have	duly	authorized,	executed	and	delivered	the	UK	Security	Agreement	in	the	form
of	Exhibit	Q,	covering	all	of	such	UK	Borrower’s	Security	Agreement	Collateral.
(p)
The	Administrative	Agent	shall	have	received	a	completed	“Life-of-Loan”	Federal	Emergency	Management
Agency	standard	flood	hazard	determination	with	respect	to	each


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improved	Mortgaged	Property	(together	with	a	notice	about	special	flood	hazard	area	status	and	flood	disaster	assistance	duly	executed
by	the	applicable	Credit	Party	relating	thereto)	and,	with	respect	to	any	Mortgaged	Property	on	which	any	“building”	(as	defined	in	the
Flood	Insurance	Laws)	is	located	in	a	special	flood	hazard	area,	evidence	of	flood	insurance	as	and	to	the	extent	required	under
Section	9.03	of	the	Credit	Agreement.
Section	5.
Representations	and	Warranties,	etc
.		The	Borrowers	hereby	confirm,	reaffirm	and	restate	that	each	of	the
representations	and	warranties	made	by	any	Credit	Party	in	the	Credit	Documents	is	true	and	correct	in	all	material	respects	on	and	as	of
the	Amendment	Effective	Date	(it	being	understood	and	agreed	that	(x)	any	representation	or	warranty	which	by	its	terms	is	made	as	of	a
specified	date	shall	be	required	to	be	true	and	correct	in	all	material	respects	only	as	of	such	specified	date	and	(y)	any	representation	or
warranty	that	is	qualified	by	“materiality”,	“Material	Adverse	Effect”	or	similar	language	shall	be	true	and	correct	in	all	respects).		The
Borrowers	represent	and	warrant	that,	immediately	after	giving	effect	to	the	occurrence	of	the	Amendment	Effective	Date,	no	Default	or
Event	of	Default	has	occurred	and	is	continuing.		The	Borrowers	represent	and	warrant	that	each	Credit	Party	(i)	has	the	Business	power
and	authority	to	execute,	deliver	and	perform	the	terms	and	provisions	of	this	Amendment	and	has	taken	all	necessary	Business	action	to
authorize	the	execution,	delivery	and	performance	by	such	Credit	Party	thereof	and	(ii)	has	duly	executed	and	delivered	this	Amendment,


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and	that	this	Amendment	constitutes	a	legal,	valid	and	binding	obligation	of	the	Borrowers	enforceable	against	each	Borrower	in
accordance	with	its	terms,	except	as	enforceability	may	be	limited	by	applicable	bankruptcy,	insolvency,	reorganization,	moratorium	or
similar	laws	affecting	the	enforcement	of	creditors’	rights	generally	and	by	general	equitable	principles	(whether	enforcement	is	sought	by
proceedings	in	equity	or	at	law).	The	Borrowers	represent	and	warrant	that	the	information	included	on	any	Beneficial	Ownership
Certification	provided	on	or	prior	to	the	Amendment	Effective	Date	to	any	Lender	in	connection	with	this	Amendment	is	true	and	correct
in	all	respects.
Section	6.
Reaffirmation
.	Each	Credit	Party	hereby	agrees	that	(i)	all	of	its	Obligations	under	the	Credit	Documents	shall
remain	in	full	force	and	effect	on	a	continuous	basis	after	giving	effect	to	this	Amendment	and	(ii)	each	Credit	Document,	as	amended
hereby	(if	applicable),	is	ratified	and	affirmed	in	all	respects.
Section	7.
No	Novation
.	Neither	this	Amendment	nor	the	execution,	delivery	or	effectiveness	of	this	Amendment	shall
extinguish	or	in	any	way	limit	or	impair	the	obligations	outstanding	under	the	Security	Documents	or	the	other	Credit	Documents	or
discharge	or	release	the	lien	or	priority	of	the	Security	Documents.		Nothing	herein	contained	shall	be	construed	as	a	substitution	or
novation	of	the	Credit	Agreement,	any	other	Credit	Document	or	of	the	obligations	outstanding	under	the	Security	Documents	or	the	other
Credit	Documents	or	instruments	securing	the	same,	which	shall	remain	in	full	force	and	effect,	except	to	any	extent	expressly	modified


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hereby	or	by	instruments	executed	concurrently	herewith.		Nothing	implied	in	this	Amendment,	the	Credit	Agreement,	the	Amended
Credit	Agreement,	the	
Security	Documents,	the	other	Credit	Documents	or	in	any	other	document	contemplated	hereby	or	thereby	shall
(a)	be	construed	as	a	release	or	other	discharge	of	any	Borrower	or	any	other	Credit	Party	from	any	of	its	obligations	and	liabilities	as	a
“U.S.	Borrower,”		“Dutch	Borrower”,	“UK	Borrower”,	“Borrower”,	“Guarantor,”	“Credit	Party,”	“Obligor”	or	“Grantor”	under	the	Credit
Agreement	or	the	Amended	Credit	Agreement,	the	Security	Documents	or	any	other	Credit	Document	or	(b)	be	construed	to	limit,	impair,
constitute	a	waiver	of	or	otherwise	affect	the	rights	and	remedies	of	any	Lender	or	Agent	under	the	Amended	Credit	Agreement	or	any
other	Credit	Document
.	Each	of	the	Credit	Documents	shall	remain	in	full	force	and	effect,	until	(as	applicable)	and	except	to	any	extent
expressly
	modified	hereby	or	in	connection	herewith.
Section	8.
Governing	Law.	
This	Amendment	and	the	rights	of	the	parties	hereunder	shall	be	governed	by	and	construed	in
accordance	with	the	laws	of	the	State	of	New	York	(without	regard	to


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conflicts	of	law	principles	that	would	result	in	the	application	of	any	law	other	than	the	law	of	the	State	of	New	York).
Section	9.
Effect	of	This	Amendment.	
Nothing	herein	shall	be	deemed	to	entitle	any	party	to	a	consent	to,	or	a	waiver,
amendment,	modification	or	other	change	of,	any	of	the	terms,	conditions,	obligations,	covenants	or	agreements	contained	in	any	Credit
Document	in	similar	or	different	circumstances.		
Section	10.
Counterparts.	
This	Amendment	may	be	signed	in	any	number	of	counterparts,	each	of	which	shall	be	deemed
an	original	and	all	of	which,	when	taken	together,	shall	constitute	one	agreement.	Delivery	of	an	executed	counterpart	of	a	signature	page
of	this	Amendment	by	facsimile,	scan,	photograph	or	other	electronic	transmission	shall	be	effective	as	delivery	of	a	manually	executed
counterpart	hereof.	The	words	“execution,”	“signed,”	“signature,”	“delivery,”	and	words	of	like	import	in	or	relating	to	this	agreement	and
the	transactions	contemplated	hereby	shall	be	deemed	to	include	Electronic	Signatures	(as	defined	below),	deliveries	or	the	keeping	of
records	in	electronic	form,	each	of	which	shall	be	of	the	same	legal	effect,	validity	or	enforceability	as	a	manually	executed	signature,
physical	delivery	thereof	or	the	use	of	a	paperbased	recordkeeping	system,	as	the	case	may	be.	“Electronic	Signatures”	means	any
electronic	symbol	or	process	attached	to,	or	associated	with,	any	contract	or	other	record	and	adopted	by	a	person	with	the	intent	to	sign,
authenticate	or	accept	such	contract	or	record.
Section	11.
Miscellaneous.	
This	Amendment	shall	constitute	a	Credit	Document	for	all	purposes	of	the	Amended	Credit


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Agreement.	The	Borrowers	shall	pay	all	reasonable	fees,	costs	and	expenses	of	the	Administrative	Agent	incurred	in	connection	with	the
negotiation,	preparation	and	execution	of	this	Amendment	and	the	transactions	contemplated	hereby.
[
remainder	of	page	intentionally	left	blank
]


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IN	WITNESS	WHEREOF,	the	parties	hereto	have	caused	this	
Amendment
	to	be	duly	executed	as	of	the	date	first	above
written.
	
TESLA,	INC.
	
	
	
	
	
By:
	
/s/	Yaron	Klein
	
	
Name:
	
Yaron	Klein
	
	
Title:
	
Vice	President,	Treasurer
	
	
	
	
	
	
	
	
	
	
TESLA	MOTORS	NETHERLANDS	B.V.
	
	
	
	
	
By:
	
/s/	Stephan	Werkman
	
	
Name:
	
Stephan	Werkman
	
	
Title:
	
Director
	
	
	
	
	
TESLA	MOTORS	LIMITED
	
	
	
	
	
By:
	
/s/	Stephan	Werkman
	
	
Name:
	
Stephan	Werkman
	
	
Title:
	
Director
	
[First	Amendment	–	Signature	Page]


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DEUTSCHE	BANK	AG	NEW	YORK	BRANCH
,	
as	Administrative
Agent,	Collateral	Agent,	Issuing	Lender,	Swingline	Lender	and	a
Lender
	
	
	
	
	
By:
	
/s/	Frank	Fazio
	
	
Name:
	
Frank	Fazio
	
	
Title:
	
Managing	Director
	
	
	
	
	
	
	
	
	
	
By:
	
/s/	Stephen	Lapidus
	
	
Name:
	
Stephen	Lapidus
	
	
Title:
	
Director
	
[First	Amendment	–	Signature	Page]


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Bank	of	America,	N.A.	as	an	Issuing	Lender	and	a	Lender
	
	
	
	
	
By:
	
/s/	Mia	Bolin
	
	
Name:
	
Mia	Bolin
	
	
Title:
	
Senior	Vice	President
	
[First	Amendment	–	Signature	Page]


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BARCLAYS	BANK	PLC,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Martin	Corrigan
	
	
Name:
	
Martin	Corrigan
	
	
Title:
	
Vice	President
	
[First	Amendment	–	Signature	Page]


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CITIBANK,	N.A.,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Dave	Smith
	
	
Name:
	
Dave	Smith
	
	
Title:
	
Vice	President	&	Director
	
[First	Amendment	–	Signature	Page]


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Goldman	Sachs	Bank	USA,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Vinay	Menon
	
	
Name:
	
Vinay	Menon
	
	
Title:
	
Authorized	Signatory
	
[First	Amendment	–	Signature	Page]


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MORGAN	STANLEY	SENIOR	FUNDING	INC.,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Jonathan	Kerner
	
	
Name:
	
Jonathan	Kerner
	
	
Title:
	
Vice	President
	
[First	Amendment	–	Signature	Page]


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CREDIT	SUISSE,	AG	CAYMAN	ISLANDS	BRANCH,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Vipul	Dhadda
	
	
Name:
	
Vipul	Dhadda
	
	
Title:
	
Authorized	Signatory
	
	
	
	
	
	
	
	
	
	
By:
	
/s/	Brady	Bingham
	
	
Name:
	
Brady	Bingham
	
	
Title:
	
Authorized	Signatory
[First	Amendment	–	Signature	Page]


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Société	Générale,	as	a	Lender
	
	
	
	
	
By:
	
/s/	John	Hogan
	
	
Name:
	
John	Hogan
	
	
Title:
	
Director
	
[First	Amendment	–	Signature	Page]


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Wells	Fargo	Bank,	National	Association,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Jake	Elliott
	
	
Name:
	
Jake	Elliott
	
	
Title:
	
Authorized	Signatory
	
[First	Amendment	–	Signature	Page]


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Bank	of	the	West,	as	a	Lender
	
	
	
	
	
By:
	
/s/	Adriana	Collins
	
	
Name:
	
Adriana	Collins
	
	
Title:
	
Director
	
	
[First	Amendment	–	Signature	Page]


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EXHIBIT	A
	
AMENDED	AND	RESTATED	ABL	CREDIT	AGREEMENT
1
among
TESLA,	INC.,
TESLA	MOTORS	
NETHERLANDS
	B.V.,
VARIOUS	LENDERS,
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH,
as	ADMINISTRATIVE	AGENT	and	COLLATERAL	AGENT,
GOLDMAN	SACHS	BANK	USA,
MORGAN	STANLEY	SENIOR	FUNDING	INC.
and
BANK	OF	AMERICA,	N.A.,
as	SYNDICATION	AGENTS,
and
SOCIÉTÉ	GÉNÉRALE
and		
WELLS	FARGO	BANK,	NATIONAL	ASSOCIATION,
as	CO-DOCUMENTATION	AGENTS
________________________________
Dated	as	of	March	6,	2019
_________________________________
DEUTSCHE	BANK	SECURITIES	INC.,
BANK	OF	AMERICA,	N.A.,
BARCLAYS	BANK	PLC,
CITIBANK,	N.A.,
GOLDMAN	SACHS	BANK	USA,
and
MORGAN	STANLEY	SENIOR	FUNDING	INC.,
as	JOINT	LEAD	ARRANGERS	AND	BOOKRUNNERS
	
	
	
	
1
As	amended	by	that	certain	First	Amendment	to	Amended	and	Restated	ABL	Credit	Agreement,	dated	as	of	December	23,	2020
among	the	Company,	Tesla	B.V.,	Tesla	UK,	the	lenders	party	thereto,	the	Collateral	Agent	and	the	Administrative	Agent.


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TABLE	OF	CONTENTS
	
	
	
	
	
Page
SECTION
SECTION
	1.	
DEFINITIONS	AND	ACCOUNTING	TERMS
	
1
	
	
	
1.01.
	
Defined	Terms
	
1
1.02.
	
Other	Definitional	Provisions
	
57
78
1.03.
	
Rates
	
78
SECTION
SECTION
	2.	
AMOUNT	AND	TERMS	OF	CREDIT
	
58
79
	
	
	
2.01.
	
The	Commitments
	
58
79
2.02.
	
Minimum	Amount	of	Each	Borrowing
	
62
83
2.03.
	
Notice	of	Borrowing
	
62
83
2.04.
	
Disbursement	of	Funds
	
63
84
2.05.
	
Notes
	
64
85
2.06.
	
Conversions
	
64
86
2.07.
	
Pro	Rata	Borrowings
	
65
86
2.08.
	
Interest
	
65
86
2.09.
	
Interest	Periods
	
66
87
2.10.
	
Increased	Costs,	Illegality,	etc
	
67
88
2.11.
	
Compensation
	
69
94
2.12.
	
Lending	Offices	and	Affiliate	Lenders	for	Loans	in	Available	Currency
	
70
95
2.13.
	
Replacement	of	Lenders
	
70
95
2.14.
	
Incremental	Commitments
	
72
97
2.15.
	
Defaulting	Lenders
	
73
98
2.16.
	
[Reserved]
	
75
101
2.17.
	
[Reserved]
	
75
101
2.18.
	
The	Company	as	Agent	for	Borrowers
	
75
101
2.19.
	
Extension	of	Revolving	Loan	Commitments
	
76
101


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76
101
SECTION
SECTION
	3.	
LETTERS	OF	CREDIT
	
78
104
	
	
	
3.01.
	
Letters	of	Credit
	
78
104
3.02.
	
Maximum	Letter	of	Credit	Outstandings;	Currencies;	Final	Maturities;	Collateralized	Letters	of
Credit
	
79
105
3.03.
	
Letter	of	Credit	Requests
	
80
106
3.04.
	
Letter	of	Credit	Participations
	
81
107
3.05.
	
Agreement	to	Repay	Letter	of	Credit	Drawings
	
83
108
3.06.
	
Increased	Costs
	
84
110
3.07.
	
Extended	Revolving	Loan	Commitments
	
85
111
3.08.
	
Conflict
	
85
111
SECTION
SECTION
	4.	
COMMITMENT	COMMISSION;	FEES;	REDUCTIONS	OF	COMMITMENT
	
85
112
	
	
	
4.01.
	
Fees
	
86
112
4.02.
	
Voluntary	Termination	of	Revolving	Loan	Commitments
	
86
113
4.03.
	
Mandatory	Reduction	of	Commitments
	
87
113
SECTION
SECTION
	5.	
PREPAYMENTS;	PAYMENTS;	TAXES
	
87
114
	
	
	
5.01.
	
Voluntary	Prepayments
	
87
114
i


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5.02.
	
Mandatory	Repayments;	Cash	Collateralization
	
88
115
5.03.
	
Method	and	Place	of	Payment
	
90
117
5.04.
	
Net	Payments
	
93
121
SECTION
SECTION
	6.	
CONDITIONS	PRECEDENT	TO	CREDIT	EVENTS	ON	THE	EFFECTIVE	DATE
	
97
125
	
	
	
6.01.
	
Effective	Date;	Notes
	
97
125
6.02.
	
Officer’s	Certificate
	
97
125
6.03.
	
Opinions	of	Counsel
	
98
125
6.04.
	
Company	Documents;	Proceedings;	etc
	
98
126
6.05.
	
Adverse	Change;	Approvals
	
98
126
6.06.
	
[Reserved]
	
99
126
6.07.
	
Guaranty
	
99
127
6.08.
	
[Reserved]
	
99
127
6.09.
	
Security	Agreement
	
99
127
6.10.
	
Financial	Statements
	
99
127
6.11.
	
Solvency	Certificate;	Insurance	Certificates
	
100
127
6.12.
	
Fees,	Expenses
	
100
128
6.13.
	
Initial	Borrowing	Base	Certificate;	Outstanding	Indebtedness
	
100
128
6.14.
	
Appraisals;	Field	Examinations
	
100
128
6.15.
	
Patriot	Act
	
100
128
SECTION
SECTION
	7.	
CONDITIONS	PRECEDENT	TO	ALL	CREDIT	EVENTS
	
101
129
	
	
	
7.01.
	
No	Default;	Representations	and	Warranties
	
101
129
7.02.
	
Notice	of	Borrowing;	Letter	of	Credit	Request
	
101
129
7.03.


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101
129
7.03.
	
Borrowing	Limitations
	
101
129
7.04.
	
Collateralized	Letters	of	Credit
	
102
130
SECTION
SECTION
	8.	
REPRESENTATIONS	AND	WARRANTIES
	
102
130
	
	
	
8.01.
	
Company	Status
	
102
130
8.02.
	
Power	and	Authority
	
103
131
8.03.
	
No	Violation
	
103
131
8.04.
	
Approvals
	
103
131
8.05.
	
Financial	Statements;	Financial	Condition
;	Undisclosed	Liabilities
	
103
131
8.06.
	
Litigation
	
104
132
8.07.
	
True	and	Complete	Disclosure
	
104
132
8.08.
	
Use	of	Proceeds;	Margin	Regulations
	
104
132
8.09.
	
Tax	Returns	and	Payments
	
105
132
8.10.
	
Compliance	with	ERISA
	
105
133
8.11.
	
Security	Documents
	
106
134
8.12.
	
Properties
[Reserved]
	
107
135
8.13.
	
[Reserved]
	
107
135
8.14.
	
Subsidiaries
	
107
135
8.15.
	
Compliance	with	Statutes,	etc
	
107
136
8.16.
	
Investment	Company	Act
	
108
136
8.17.
	
Environmental	Matters
	
108
136
8.18.
	
Employment	and	Labor	Relations
	
108
137
8.19.
	
Intellectual	Property,	etc
	
109
137
8.20.
	
I
	Indebtedness
[Reserved]
	
109
138
8.21.
	
Insurance
[Reserved]
	
109
138
ii


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8.22.
	
Borrowing	Base	Calculation
	
109
138
8.23.
	
Anti-Corruption	Laws	and	Sanctions
	
109
138
8.24.
	
No	Default
	
110
138
8.25.
	
Fiscal	Unity
	
110
138
SECTION
SECTION
	9.	
AFFIRMATIVE	COVENANTS
	
110
138
	
	
	
9.01.
	
Information	Covenants
	
110
139
9.02.
	
Books,	Records	and	Inspections
	
114
143
9.03.
	
Maintenance	of	Property;	Insurance
	
114
143
9.04.
	
Existence;	Franchises
	
115
144
9.05.
	
Compliance	with	Laws,	etc
	
115
144
9.06.
	
Compliance	with	Environmental	Laws
	
115
144
9.07.
	
ERISA
	
116
145
9.08.
	
[Reserved]
	
117
146
9.09.
	
Performance	of	Obligations
[Reserved]
	
117
	
146
9.10.
	
Payment	of	Taxes
	
117
146
9.11.
	
Use	of	Proceeds
	
118
147
9.12.
	
Additional	Security;	Further	Assurances;	Post-Closing	Matters;	Additional	Borrowers;	etc
.
	
118
147
9.13.
	
Information	Regarding	Collateral
	
121
150
9.14.
	
COMI
	
121
151
SECTION
SECTION
	10.	
NEGATIVE	COVENANTS
	
121
151
	
	
	
10.01.
	
Liens
	
121
152
10.02.
	
Fundamental	Changes
	
125
156
10.03.
	
Dividends
	
126
156
10.04.
	
Indebtedness
	
127
158
10.05.


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127
158
10.05.
	
[Reserved]
	
132
164
10.06.
	
Transactions	with	Affiliates
	
132
164
10.07.
	
Fixed	Charge	Coverage	Ratio
	
133
165
10.08.
	
Modifications	of	Certain	Agreements;	Limitations	on	Voluntary	Payments,	etc
.
	
133
166
10.09.
	
Limitation	on	Certain	Restrictions	on	Subsidiaries
	
135
167
10.10.
	
Limitations	on	Certain	Issuances	of	Equity	Interests
	
136
168
10.11.
	
No	Additional	Accounts,	etc
	
136
168
10.12.
	
Use	of	Proceeds
	
136
169
10.13.
	
Fiscal	Unity
	
136
169
10.14.
	
SolarCity
	
169
SECTION
SECTION
	11.	
EVENTS	OF	DEFAULT
	
136
170
	
	
	
11.01.
	
Payments
	
136
170
11.02.
	
Representations,	etc
.
	
137
171
11.03.
	
Covenants
	
137
171
11.04.
	
Default	Under	Other	Agreements
	
137
171
11.05.
	
Bankruptcy,	etc
.
	
137
171
11.06.
	
ERISA
	
138
172
11.07.
	
[Reserved]
	
138
172
11.08.
	
Security	Documents
	
138
172
11.09.
	
Guaranties
	
139
172
11.10.
	
Judgments
	
139
173
iii


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11.11.
	
Change	of	Control
	
139
173
11.12.
	
Intercreditor	Agreement
	
139
173
11.13.
	
Convertible	Notes	Maturity	Default
	
139
174
SECTION
SECTION
	12.	
THE	ADMINISTRATIVE	AGENT	AND	THE	COLLATERAL	AGENT
	
140
174
	
	
	
12.01.
	
Appointment
	
140
174
12.02.
	
Nature	of	Duties
	
140
175
12.03.
	
Lack	of	Reliance	on	the	Administrative	Agent
	
141
175
12.04.
	
Certain	Rights	of	the	Agents
	
141
175
12.05.
	
Reliance
	
141
176
12.06.
	
Indemnification
	
142
176
12.07.
	
The	Administrative	Agent	in	its	Individual	Capacity
	
142
176
12.08.
	
Holders
	
142
176
12.09.
	
Resignation	by	the	Administrative	Agent
	
142
177
12.10.
	
Collateral	Matters
	
143
177
12.11.
	
Delivery	of	Information
	
144
179
12.12.
	
Dutch	Parallel	Debt
	
145
179
12.13.
	
Real	Property	Appraisal
	
180
12.14.
	
Certain	ERISA	Matters
	
180
SECTION
SECTION
	13.	
MISCELLANEOUS
	
145
181
	
	
	
13.01.
	
Payment	of	Expenses,	etc
.
	
146
181
13.02.
	
Right	of	Setoff
	
147
183
13.03.
	
Notices
	
148
183
13.04.
	
Foreign	Taxes
	
184
13.04
13.05
.
	
Benefit	of	Agreement;	Assignments;	Participations
	
149
185


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149
185
13.05
13.06
.
	
No	Waiver;	Remedies	Cumulative
	
151
187
13.06
13.07
.
	
Payments	Pro	Rata
	
152
188
13.07
13.08
.
	
Calculations;	Computations
	
152
188
13.08
13.09
.
	
GOVERNING	LAW;	SUBMISSION	TO	JURISDICTION;	VENUE;	WAIVER	OF	JURY	TRIAL
	
153
189
13.09
13.10
.
	
Counterparts
	
154
190
13.10
13.11
.
	
Effectiveness
	
155
191
13.11
13.12
.
	
Headings	Descriptive
	
155
191
13.12
13.13
.
	
Amendment	or	Waiver;	etc
	
155
191
13.13
13.14
.
	
Survival
	
158
193
13.14
13.15
.
	
Domicile	of	Loans
	
158
194
13.15
13.16
.
	
Register
	
158
194
13.16
13.17
.
	
Confidentiality
	
158
194
13.17
13.18
.
	
No	Fiduciary	Duty
	
159
195
13.18
13.19
.
	
Patriot	Act
	
160
196
13.19
13.20
.
	
Waiver	of	Sovereign	Immunity
	
160
196
13.20
13.21
.
	
Judgment	Currency
	
160
196
13.21
13.22
.
	
OTHER	LIENS	ON	COLLATERAL;	TERMS	OF	INTERCREDITOR	AGREEMENT;	ETC
.
	
161
197
13.22
13.23
.
	
Interest	Rate	Limitation
	
161
197
13.24.
	
MIRE	Events
	
198


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13.24.
	
MIRE	Events
	
198
13.25.
	
Acknowledgment	and	Consent	to	Bail-In	of	Affected	Financial	Institutions
	
198
13.26.
	
Acknowledgment	Regarding	Any	Supported	QFCs
	
198
iv


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SECTION
SECTION
	14.	
NATURE	OF	OBLIGATIONS
	
162
199
	
	
	
14.01.
	
Nature	of	Obligations
	
162
199
14.02.
	
Independent	Obligation
	
162
200
14.03.
	
Authorization
	
162
200
14.04.
	
Reliance
	
163
200
14.05.
	
Contribution;	Subrogation
	
163
200
14.06.
	
Waiver
	
163
201
14.07.
	
Limitation	on	Dutch	Borrower	Obligations
	
164
201
14.08.
	
Rights	and	Obligations
	
164
201
	
	
	
v


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SCHEDULES
:
Schedule	1.01(a)
Lenders;	Commitments
Schedule	13.03
Notice	Addresses
EXHIBITS
:
Exhibit	A-1
Form	of	Notice	of	Borrowing
Exhibit	A-2
Form	of	Notice	of	Conversion/Continuation
Exhibit	B-1
Form	of	U.S.	Borrower	Revolving	Note
Exhibit	B-2
Form	of	Dutch	Borrower	Revolving	Note
Exhibit	B-3
Form	of	U.S.	Borrower	Swingline	Note
Exhibit	B-4
Form	of	Dutch	Borrower	Swingline	Note
Exhibit	B-5
Form	of	UK	Borrower	Revolving	Note
Exhibit	C
Form	of	Letter	of	Credit	Request
Exhibit	D-1
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	D-2
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	D-3
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	D-4
Form	of	U.S.	Tax	Compliance	Certificate
Exhibit	E-1
Form	of	Officer’s	Certificate	–	Company
Exhibit	E-2
Form	of	Officer’s	Certificate	–	Credit	Parties
Exhibit	F
Form	of	Incremental	Commitment	Agreement
Exhibit	G-1
Form	of	Dutch	Guaranty
Exhibit	G-2
Form	of	U.S.	Guaranty
Exhibit	H
[Reserved]
Exhibit	I-1
Form	of	Dutch	Inventory	Security	Agreement
Exhibit	I-2
Form	of	Dutch	Receivables	Security	Agreement
Exhibit	I-3
Form	of	Dutch	General	Security	Agreement
Exhibit	I-4
Form	of	U.S.	Security	Agreement
Exhibit	J
Form	of	Solvency	Certificate
Exhibit	K
Form	of	Compliance	Certificate
Exhibit	L
Form	of	Assignment	and	Assumption	Agreement
Exhibit	M
Form	of	Landlord	Personal	Property	Collateral	Access	Agreement
Exhibit	N
Form	of	Joinder	Agreement
Exhibit	O


key: chroma:document
string_value:
Form	of	Joinder	Agreement
Exhibit	O
Form	of	Borrowing	Base	Certificate
Exhibit	P
Form	of	UK	Guaranty
Exhibit	Q
Form	of	UK	Security	Agreement
	
	
vi


key: chroma:document
string_value:
AMENDED	AND	RESTATED	ABL	CREDIT	AGREEMENT,	dated	as	of	March	6,	2019,	among	Tesla,	Inc.,	a	Delaware	corporation
(the	“
Company
”,	and	together	with	each	other	Wholly-Owned	Domestic	Subsidiary	of	the	Company	that	becomes	a	U.S.	Borrower	pursuant
to	the	terms	hereof,	collectively,	the	“
U.S.	Borrowers
”),	Tesla	Motors	Netherlands	B.V.,	a	company	organized	under	the	laws	of	the
Netherlands	and	a	wholly-owned	subsidiary	of	the	Company,	having	its	official	seat	in	Amsterdam,	the	Netherlands	and	registered	with
the	trade	register	under	number	52601196	(“
Tesla	B.V.
”	and,	together	with	each	other	Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	that
becomes	a	Borrower	pursuant	to	the	terms	hereof,	collectively,	the	“
Dutch	Borrowers
”
,	and
),	Tesla	Motors	Limited,	a	company
incorporated	in	England	and	Wales	with	registered	number	04384008	and	having	its	registered	office	at	197	Horton	Road,	West	Drayton,
England	UB7	8JD	(“Tesla	UK”	and,	together	with	each	other	Wholly-Owned	English	Subsidiary	of	Tesla	UK	that	becomes	a	Borrower
pursuant	to	the	terms	hereof,	collectively,	the	“UK	Borrowers”),	and	each	other	Person	that	becomes	a	borrower	pursuant	to	Section
9.12(g)	hereof	(any	such	Person	together	with	the	UK	Borrowers,
	
the	Dutch	Borrowers
,	together	with
	
and
	
the	U.S.	Borrowers,	collectively,
the	“
Borrowers


key: chroma:document
string_value:
the	“
Borrowers
”),	the	Lenders	party	hereto	from	time	to	time,	Deutsche	Bank	AG	New	York	Branch,	as	Administrative	Agent	and
Collateral	Agent,	Goldman	Sachs	Bank	USA,	Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of	America,	N.A.,	as	Syndication	Agents,	and
Société	Générale	and	Wells	Fargo	Bank,	National	Association,	as	Co-Documentation	Agents.	All	capitalized	terms	used	herein	and	defined
in	Section	1.01	are	used	herein	as	therein	defined.
WHEREAS,	subject	to	and	upon	the	terms	and	conditions	set	forth	herein,	the	Arrangers	have	arranged,	and	the	Lenders	are
willing	to	make	available	to	the	Borrowers,	the	credit	facilities	provided	for	herein;
NOW,	THEREFORE,	IT	IS	AGREED:
SECTION	1.
Definitions	and	Accounting	Terms
.
1.01.
Defined	Terms
.		As	used	in	this	Agreement,	the	following	terms	shall	have	the	following	meanings	(such	meanings	to
be	equally	applicable	to	both	the	singular	and	plural	forms	of	the	terms	defined):
“
2018
2021
	Convertible	Notes
”	shall	mean	the	Company’s	
1.50
1.25
%	convertible	senior	notes	due	
June
March
	
1,	
2018
2021
,
issued	pursuant	to	the	
2018
2021
	Convertible	Notes	Indenture.
“
2018
2021
	Convertible	Notes	Documents
”	shall	mean	the	
2018
2021
	
Convertible	Notes	and	the	
2018
2021
	Convertible	Notes
Indenture.
“
2018
2021
	Convertible	Notes	Indenture


key: chroma:document
string_value:
“
2018
2021
	Convertible	Notes	Indenture
”	shall	mean	the	Indenture,	dated	as	of	May	22,	2013,	between	the	Company,	as	issuer,
and	U.S.	Bank	National	Association,	as	trustee,	as	supplemented	by	the	
First
Third
	
Supplemental	Indenture,	dated	as	of	
May	22
March	5
,
2013
2014
,	by	and	between	the	Company	and	U.S.	Bank	National	Association,	as	trustee,	as	amended,	modified	or	supplemented	from	time
to	time	in	respect	of	the	
2018
2021
	Convertible	Notes	in	accordance	with	the	terms	hereof	and	thereof.
“
2019
2022
	Convertible	Notes
”	shall	mean	the	Company’s	
0.25
2.375
%	convertible	senior	notes	due	March	
1
15
,	
2019
2022
,
issued	pursuant	to	the	
2019
2022
	Convertible	Notes	Indenture.
“
2019
2022
	Convertible	Notes	Documents
”	shall	mean	the	
2019
2022
	
Convertible	Notes	and	the	
2019
2022
	Convertible	Notes
Indenture.
“
2019
2022
	Convertible	Notes	Indenture
”	shall	mean	the	Indenture,	dated	as	of	May	22,	2013,	between	the	Company,	as	issuer,
and	U.S.	Bank	National	Association,	as	trustee,	as	supplemented	by	the


key: chroma:document
string_value:
Second
Fourth
	
Supplemental	Indenture,	dated	as	of	March	
5
22
,	
2014
2017
,	by	and	between	the	Company	and	U.S.	Bank	National
Association,	as	trustee,	as	amended,	modified	or	supplemented	from	time	to	time	in	respect	of	the	
2019
2022
	
Convertible	Notes	in
accordance	with	the	terms	hereof	and	thereof.		
“
2021
2024
	Convertible	Notes
”	shall	mean	the	Company’s	
1.25
2.00
%	convertible	senior	notes	due	
March	1,	2021
2024
,	issued
pursuant	to	the	
2021
2024
	Convertible	Notes	Indenture.
“
2021
2024
	Convertible	Notes	Documents
”	shall	mean	the	
2021
2024
	
Convertible	Notes	and	the	
2021
2024
	Convertible	Notes
Indenture.
“
2021
2024
	Convertible	Notes	Indenture
”	shall	mean	the	Indenture,	dated	as	of	May	22,	2013,	between	the	Company,	as	issuer,
and	U.S.	Bank	National	Association,	as	trustee,	as	supplemented	by	the	
Third
Fifth
	
Supplemental	Indenture,	dated	as	of	
March	5
May	7
,
2014
2019
,	by	and	between	the	Company	and	U.S.	Bank	National	Association,	as	trustee,	as	amended,	modified	or	supplemented	from	time
to	time	in	respect	of	the	
2021
2024
	
Convertible	Notes	in	accordance	with	the	terms	hereof	and	thereof
.
“
2022	Convertible	Notes
”	shall	mean	the	Company’s	2.375%	convertible	senior	notes	due	March	15,	2022,	issued
pursuant	to	the	2022	Convertible	Notes	Indenture.
“
2022	Convertible	Notes	Documents


key: chroma:document
string_value:
“
2022	Convertible	Notes	Documents
”	shall	mean	the	2022	Convertible	Notes	and	the	2022	Convertible	Notes
Indenture.
“
2022	Convertible	Notes	Indenture
”	shall	mean	the	Indenture,	dated	as	of	May	22,	2013,	between	the	Company,	as	issuer,	and
U.S.	Bank	National	Association,	as	trustee,	as	supplemented	by	the	Fourth	Supplemental	Indenture,	dated	as	of	March	22,	2017,	by	and
between	the	Company	and	U.S.	Bank	National	Association,	as	trustee,	as	amended,	modified	
or	supplemented	from	time	to	time	in	
respect
of	the	2022	Convertible	Notes	in	
accordance	with	the	terms	hereof	and	thereof.
		
“
30-Day	Excess	Availability
”	shall	mean,	on	a	given	date,
the	quotient	obtained	by	dividing	(a)	the	sum	of	each	day’s	Excess	Availability	during	the	30	consecutive	day	period	immediately
preceding	such	date	(or,	if	shorter,	the	period	commencing	on	the	Effective	Date	and	ending	on	the	day	immediately	preceding	such	date)
by	(b)	30	(or,	if	applicable,	the	number	of	days	(which	is	less	than	30)	from	the	Effective	Date	to	the	day	immediately	preceding	such	date).
“
2023	Extended	Maturity	Date
”	shall	mean	July	1,	2023.
“
2023	Extended	Revolving	Loan
”	shall	mean	each	Revolving	Loan	pursuant	to	a	2023	Extended	Revolving	Loan
Commitment.
“
2023	Extended	Revolving	Loan	Commitments
”	shall	mean	for	each	Lender,	the	amount	set	forth	opposite	such
Lender’s	name	in	Schedule	1.01(a)	directly	below	the	column	entitled	“2023	Extended	Revolving	Loan	Commitment,”	as	same	may	be	(x)


key: chroma:document
string_value:
reduced	from	time	to	time	or	terminated	pursuant	to	Sections	4.02,	4.03	and/or	11,	as	applicable,	(y)	adjusted	from	time	to	time	as	a	result
of	assignments	to	or	from	such	Lender	pursuant	to	Section	2.13	or	Section	13.04(b)	or	(z)	increased	from	time	to	time	pursuant	to	Section
2.14	or	2.19(g).
“
ABL	Priority	Collateral
”	shall	mean	(i)	at	any	time	when	no	Permitted	Additional	Secured	Indebtedness	is	outstanding,	the
Collateral,	and	(ii)	at	all	times	when	any	Permitted	Additional	Secured	Indebtedness	is	outstanding,	“ABL	Priority	Collateral”	as	defined	in
the	Intercreditor	Agreement	(which	shall	be	defined	on	a	basis	customary	for	transactions	of	this	type	and,	in	any	event,	shall	include	all
cash	and	Cash	Equivalents	related	to	Accounts	(other	than	Rental	Accounts),	all	cash	and	Cash	Equivalents	subject	to	a	Cash	Management
Control	Agreement,	Accounts	(other	than	Rental	Accounts),	Pledged
2


key: chroma:document
string_value:
Equipment,	Inventory,	assets	(other	than	intellectual	property)	related	to	Accounts	(other	than	Rental	Accounts),	Inventory	and	Pledged
Equipment	and	proceeds	thereof	of	the	Credit	Parties)	in	each	case	constituting	Collateral.
“
Acceptable	Appraisal
”	shall	mean	(a)	in	respect	of	Inventory,	an	appraisal	of	the	Inventory	of	the	Borrowers	from	a	third-party
appraiser	reasonably	satisfactory	to	the	Administrative	Agent	for	which	the	results	of	such	appraisal	are	in	form	and	substance	reasonably
satisfactory	to	the	Administrative	Agent	(it	being	understood	and	agreed	that	the	appraisal,	dated	April	23,	2015,	constitutes	an
Acceptable	Appraisal),	(b)	in	respect	of	Equipment,	an	appraisal	of	the	Equipment	of	the	U.S.	Borrowers	from	a	third-party	appraiser
reasonably	satisfactory	to	the	Administrative	Agent	for	which	the	results	of	such	appraisal	are	in	form	and	substance	reasonably
satisfactory	to	the	Administrative	Agent	(it	being	understood	and	agreed	that	the	appraisal,	dated	April	22,	2015,	constitutes	an
Acceptable	Appraisal)	and	(c)	in	respect	of	Real	Property,	a	Real	Property	Appraisal.
“
Acceptable	Existing	Appraisal
”	shall	mean,	in	respect	of	any	Equipment	and	as	of	any	date,	an	Acceptable	Appraisal	in	respect
of	substantially	identical	Equipment,	which	Acceptable	Appraisal	(i)	has	been	obtained	within	the	prior	six	months	and	(ii)	has	assigned	a
specific	value	to	such	substantially	identical	Equipment.
“
Acceptable	Field	Examination
”	shall	mean	a	collateral	examination	of	the	Inventory	and	the	Accounts	of	the	Borrowers,	in
scope,	and	from	a	third-party	consultant	reasonably	satisfactory	to	the	Administrative	Agent	for	which	the	results	of	such	collateral


key: chroma:document
string_value:
examination	are	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent.
“
Acceptable	Foreign	Currency
”	shall	mean	any	Foreign	Currency	(other	than	Euros)	(a)	for	which	the	LIBO	Rate	can	be
determined	by	reference	to	the	applicable	Reuters	screen	as	provided	in	the	definition	of	“LIBO	Rate”	and	(b)	that	has	been	designated	by
the	Administrative	Agent	as	an	Acceptable	Foreign	Currency	at	the	request	of	the	Company	and	with	the	consent	of	(i)	the	Administrative
Agent,	(ii)	each	Lender	and	(iii)	with	respect	to	any	Letter	of	Credit	to	be	denominated	in	such	Acceptable	Foreign	Currency,	the
applicable	Issuing	Lender	in	respect	of	such	Letter	of	Credit
;	for	purposes	of	this	clause	(iii),	Canadian	Dollars	and	Sterling	are	Acceptable
Foreign	Currency
.
“
Acceptable	Jurisdiction
”	shall	mean,	as	of	the	Effective	Date,	the	countries	listed	on	Schedule	1.01(d)	to	the	Disclosure	Letter;
provided
	that	the	Administrative	Agent	may,	in	its	Permitted	Discretion,	add	or	remove	countries	as	Acceptable	Jurisdictions	by	written
notice	to	the	Company.
“
Account
”	shall	mean	an	“account”	as	such	term	is	defined	in	Article	9	of	the	UCC,	and	any	and	all	supporting	obligations	in
respect	thereof.
“
Account	Debtor
”	shall	mean	each	Person	who	is	obligated	on	an	Account.
“
Acquisition
”	shall	mean	the	acquisition	of	either	(x)	all	or	substantially	all	of	the	assets	of,	or	the	assets	constituting	a	business,
division	or	product	line	of,	any	Person	not	already	a	Subsidiary	of	the	Company	or	(y)	100%	of	the	Equity	Interests	of	any	such	Person	(or


key: chroma:document
string_value:
at	least	a	majority	of	such	Equity	Interests	if	such	acquisition	is	expected	to	be	promptly	followed	by	the	acquisition	of	the	remaining
Equity	Interests),	which	Person	shall,	as	a	result	of	the	acquisition	of	such	Equity	Interests,	become	a	Wholly-Owned	Subsidiary	of	the
Company	(or	shall	be	merged	with	and	into	a	Borrower	or	a	Wholly-Owned	Subsidiary	of	the	Company).
“
Additional	Appraisal/Exam	Period
”	shall	mean	any	time	that	Excess	Availability	is	less	than	15%	of	the	Total	Revolving	Loan
Commitment;	
provided
	that	(solely	for	purposes	of	determining
3


key: chroma:document
string_value:
whether	an	Additional	Appraisal/Exam	Period	is	in	effect)	at	any	time	that	the	Total	Borrowing	Base	is	in	excess	of	the	Total	Revolving
Loan	Commitment,	Excess	Availability	shall	be	deemed	to	be	increased	in	an	amount	(not	to	exceed	5%	of	the	Total	Revolving	Loan
Commitment)	equal	to	such	excess.
“
Additional	Convertible	Notes
”	shall	mean	unsecured	convertible	senior	securities	of	the	Company	issued	pursuant	to,	and
containing	the	requirements	of,	clause	(y)	of	Section	10.04(l)	or	Section	10.04(n),	which	unsecured	convertible	senior	securities	are
convertible	into	Equity	Interests,	cash	or	a	combination	of	cash	and	Equity	Interests.
“
Additional	Convertible	Notes	Documents
”	shall	mean	any	Additional	Convertible	Notes	and	any	Additional	Convertible	Notes
Indenture.
“
Additional	Convertible	Notes	Indenture
”	shall	mean	each	indenture	(or	similar	document)	pursuant	to	which	any	Additional
Convertible	Notes	are	issued.
“
Additional	Security	Documents
”	shall	have	the	meaning	provided	in	Section	9.12(e).
“
Administrative	Agent
”	shall	mean	DBNY,	in	its	capacity	as	Administrative	Agent	for	the	Lenders	hereunder	and	under	the
other	Credit	Documents,	and	shall	include	any	successor	to	the	Administrative	Agent	appointed	pursuant	to	Section	12.09.
“Affected	Financial	Institution”	shall	mean	(a)	any	EEA	Financial	Institution	or	(b)	any	UK	Financial	Institution.
“
Affiliate
”	shall	mean,	with	respect	to	any	Person,	any	other	Person	directly	or	indirectly	controlling	(including,	but	not	limited


key: chroma:document
string_value:
to,	all	directors	and	officers	of	such	Person),	controlled	by,	or	under	direct	or	indirect	common	control	with,	such	Person.		A	Person	shall
be	deemed	to	control	another	Person	if	such	Person	possesses,	directly	or	indirectly,	the	power	to	direct	or	cause	the	direction	of	the
management	and	policies	of	such	other	Person,	whether	through	the	ownership	of	voting	securities,	by	contract	or	otherwise;	
provided
,
however
,	that	none	of	the	Administrative	Agent,	any	Lender	or	any	of	their	respective	Affiliates	shall	be	considered	an	Affiliate	of	the
Company	or	any	Subsidiary	thereof.
“
Agent	Advance
”	shall	have	the	meaning	provided	in	Section	2.01(e).
“
Agent	Advance	Period
”	shall	have	the	meaning	provided	in	Section	2.01(e).
“
Agents
”	shall	mean	and	include	the	Administrative	Agent,	the	Collateral	Agent,	the	Syndication	Agents	and	the	Co-
Documentation	Agents.
“
Aggregate	Dutch	Borrower	Exposure
”	shall	mean,	at	any	time,	the	sum	of	(a)	the	aggregate	principal	amount	of	all	Dutch
Borrower	Revolving	Loans	outstanding	at	such	time	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros
or	any	Acceptable	Foreign	Currency),	(b)	the	aggregate	amount	of	all	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar
Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time	in	respect	of	Letters	of	Credit	issued	for
the	account	of	any	Dutch	Borrower	(exclusive	of	such	Letter	of	Credit	Outstandings	which	are	repaid	with	the	proceeds	of,	and


key: chroma:document
string_value:
simultaneously	with	the	incurrence	of,	the	respective	incurrence	of	Dutch	Borrower	Revolving	Loans	or	Dutch	Borrower	Swingline	Loans)
and	(c)	the	aggregate	principal	amount	of	all	Dutch	Borrower	Swingline	Loans	outstanding	at	such	time	(exclusive	of	Dutch	Borrower
Swingline	Loans	which	are	repaid	with	the	proceeds	of,	and	simultaneously	with	the	incurrence	of,	the	respective	incurrence	of	Dutch
Borrower	Revolving	Loans).
4


key: chroma:document
string_value:
“
Aggregate	Exposure
”	shall	mean,	at	any	time,	the	sum	of	(a)	the	Aggregate	U.S.	Borrower	Exposure	at	such	time
	and
,
	
(b)	the
Aggregate	Dutch	Borrower	Exposure	at	such	time
	and	(c)	the	Aggregate	UK	Borrower	Exposure	at	such	time
.
“Aggregate	UK	Borrower	Exposure”	shall	mean,	at	any	time,	the	sum	of	(a)	the	aggregate	principal	amount	of	all	UK	Borrower
Revolving	Loans	outstanding	at	such	time	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any
Acceptable	Foreign	Currency)	and	(b)	the	aggregate	amount	of	all	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar
Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time	in	respect	of	Letters	of	Credit	issued	for
the	account	of	any	UK	Borrower	(exclusive	of	such	Letter	of	Credit	Outstandings	which	are	repaid	with	the	proceeds	of,	and
simultaneously	with	the	incurrence	of,	the	respective	incurrence	of	UK	Borrower	Revolving	Loans).
“
Aggregate	U.S.	Borrower	Exposure
”	shall	mean,	at	any	time,	the	sum	of	(a)	the	aggregate	principal	amount	of	all	U.S.
Borrower	Revolving	Loans	outstanding	at	such	time	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros
or	any	Acceptable	Foreign	Currency),	(b)	the	aggregate	amount	of	all	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar
Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time	in	respect	of	Letters	of	Credit	issued	for


key: chroma:document
string_value:
the	account	of	any	U.S.	Borrower	(exclusive	of	such	Letter	of	Credit	Outstandings	which	are	repaid	with	the	proceeds	of,	and
simultaneously	with	the	incurrence	of,	the	respective	incurrence	of	U.S.	Borrower	Revolving	Loans	or	U.S.	Borrower	Swingline	Loans)	and
(c)	the	aggregate	principal	amount	of	all	U.S.	Borrower	Swingline	Loans	outstanding	at	such	time	(exclusive	of	U.S.	Borrower	Swingline
Loans	which	are	repaid	with	the	proceeds	of,	and	simultaneously	with	the	incurrence	of,	the	respective	incurrence	of	U.S.	Borrower
Revolving	Loans).
“
Agreement
”	shall	mean	this	credit	agreement,	as	modified,	supplemented,	amended,	restated	(including	any	amendment	and
restatement	hereof),	extended	or	renewed	from	time	to	time.
“
Amendment	and	Restatement	Agreement
”	shall	mean	the	Amendment	and	Restatement	Agreement	to	the	Credit	Agreement,
dated	as	of	the	Amendment	and	Restatement	
Effective
	Date,	among	the	Company,	Tesla	B.V.,	the	lenders	party	thereto,	the	Collateral
Agent	and	the	Administrative	Agent.
“
Amendment	and	Restatement	Effective	Date
”	shall	mean	March	6,	2019.
“
Amortized	Value
”	shall	mean,	as	of	any	date	of	determination	and	with	respect	to	any	Eligible	Machinery	and	Equipment,	the
value	of	such	Eligible	Machinery	and	Equipment	determined	by	reference	to	the	most	recent	Acceptable	Appraisal	of	such	Eligible
Machinery	and	Equipment	and	assuming	monthly	straight-line	amortization	of	the	value	thereof	from	the	date	(the	“
Amortization
Commencement	Date
”)	that	is	one	year	after	the	date	of	such	Acceptable	Appraisal	through	the	date	that	is	the	seven-year	anniversary	of


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string_value:
the	Amortization	Commencement	Date.		
“
Anti-Corruption	Laws
”	shall	mean	all	laws,	rules	and	regulations	of	any	jurisdiction	applicable	to	the	Company	or	its
Subsidiaries	from	time	to	time	concerning	or	relating	to	bribery	or	corruption,	including,	but	not	limited	to,	the	Foreign	Corrupt	Practices
Act	of	1977	and	the	United	Kingdom	Bribery	Act	2010,	each	as	amended,	and	the	rules	and	regulations	thereunder.
“
Applicable	Margin
”	shall	mean	a	percentage	per	annum	equal	to	(i)	in	the	case	of	Revolving	Loans	maintained	as	(A)	Base	Rate
Loans,	0%,	and	(B)	LIBOR	Loans,	1.00%,	and	(ii)	in	the	case	of	Swingline	Loans,	0%.
5


key: chroma:document
string_value:
“
Applicable	Value
”	shall	mean,	as	of	any	date	of	determination	and	with	respect	to	any	Eligible	Machinery	and	Equipment,	(a)	if
the	Administrative	Agent	has	received	an	Acceptable	Appraisal	in	respect	of	such	Eligible	Machinery	and	Equipment	dated	as	of	a	date	no
more	than	12	months	prior	to	such	date	of	determination,	the	Net	Orderly	Liquidation	Value	of	such	Eligible	Machinery	and	Equipment
and	(b)	otherwise,	the	Amortized	Value	of	such	Eligible	Machinery	and	Equipment.
“
Appraised	Fair	Market	Value
”	shall	mean,	at	any	time,	with	respect	to	any	Eligible	Real	Property,	the	fair	market	value	of	such
Real	Property,	as	determined	pursuant	to	the	most	recent	Real	Property	Appraisal	of	such	Eligible	Real	Property.
“
Arranger
”	shall	mean	each	of	Deutsche	Bank	Securities	Inc.,	Bank	of	America,	N.A.,	Barclays	Bank	PLC,	Citibank,	N.A.,
Goldman	Sachs	Bank	USA	and	Morgan	Stanley	Senior	Funding	Inc.
“
Asset	Sale
”	shall	mean	any	sale,	transfer	or	other	disposition	by	the	Company	or	any	of	its	Subsidiaries	to	any	Person
(including	by	way	of	redemption	by	such	Person	and	whether	effected	pursuant	to	a	Division	or	otherwise)	other	than	to	a	Credit	Party	of
any	asset	(including	any	capital	stock	or	other	securities	of,	or	Equity	Interests	in,	another	Person).
“
Assignment	and	Assumption	Agreement
”	shall	mean	an	Assignment	and	Assumption	Agreement	substantially	in	the	form	of
Exhibit	L	(appropriately	completed)	or	such	other	form	reasonably	acceptable	to	the	Administrative	Agent	and	the	Company.
“
Attributes	Buyer


key: chroma:document
string_value:
“
Attributes	Buyer
”	shall	mean	that	Person	separately	identified	in	writing	by	the	Company	to	the	Administrative	Agent.
“
Authorized	Officer
”	shall	mean,	with	respect	to	(i)	delivering	Notices	of	Borrowing,	Notices	of	Conversion/Continuation	and
similar	notices,	any	person	or	persons	that	has	or	have	been	authorized	by	the	board	of	directors	(or	equivalent	governing	body)	of	the
applicable	Borrower	to	deliver	such	notices	pursuant	to	this	Agreement	and	that	has	or	have	appropriate	signature	cards	or	certificates	of
incumbency	on	file	with	the	Administrative	Agent,	the	Swingline	Lender	or	the	respective	Issuing	Lender,	(ii)	delivering	financial
information	and	officer’s	certificates	pursuant	to	this	Agreement,	the	chief	financial	officer;	the	vice	president,	finance;		the	treasurer	or
the	principal	accounting	officer	of	the	Company,	and	(iii)	any	other	matter	in	connection	with	this	Agreement	or	any	other	Credit
Document,	any	officer	(or	a	person	or	persons	so	designated	by	any	two	officers)	of	the	applicable	Credit	Party.
“
Available
”	shall	mean,	with	respect	to	cash	and	Cash	Equivalents,	that	either	(i)	such	cash	and	Cash	Equivalents	are	owned	by
the	Company	or	any	of	its	Domestic	Subsidiaries	or	(ii)	such	cash	and	Cash	Equivalents	are	owned	by	a	Foreign	Subsidiary	and	are	able	to
be	repatriated	to	the	Company	or	one	or	more	of	its	Domestic	Subsidiaries;	
provided
	that	with	respect	to	this	clause	(ii),	such	cash	and
Cash	Equivalents	shall	be	calculated	net	of	any	costs	(including	taxes)	that	would	be	incurred	in	respect	of	such	repatriation	(as


key: chroma:document
string_value:
reasonably	determined	by	the	Company).		
“
Available	Currency
”	shall	mean	U.S.	Dollars,	Euros	and	any	Acceptable	Foreign	Currency.
“Available	Currency	Equivalent”	shall	mean,	for	any	amount	of	any	Available	Currency	(other	than	U.S.	Dollars),	at	the	time	of
determination	thereof,	(a)	if	such	amount	is	expressed	in	such	Available	Currency,	such	amount	and	(b)	if	such	amount	is	expressed	in	U.S.
Dollars,	the	equivalent	of	such	amount	in	such	Available	Currency	determined	by	using	the	rate	of	exchange	for	the	purchase	of	such
Available	Currency	with	U.S.	Dollars	last	provided	(either	by	publication	or	otherwise	provided	to	the	Administrative	Agent)	by	the
applicable	Reuters	source	on	the	Business	Day	(New	York	City	time)	immediately	preceding	the	date	of	determination	or	if	such	service
ceases	to	be	available	or	ceases	to	provide	a	rate	of	exchange
6


key: chroma:document
string_value:
for	the	purchase	of	such	Available	Currency	with	U.S.	Dollars,	as	provided	by	such	other	publicly	available	information	service	which
provides	that	rate	of	exchange	at	such	time	in	place	of	Reuters	chosen	by	the	Administrative	Agent	in	its	sole	discretion	(or	if	such	service
ceases	to	be	available	or	ceases	to	provide	such	rate	of	exchange,	
the	equivalent	of	such	amount	in	U.S.	Dollars	as	determined	by	the
Administrative	Agent	using	any	method	of	determination	it	deems	appropriate	in	its	sole	discretion
)
.
“Available	Tenor”	shall	mean,	as	of	any	date	of	determination	and	with	respect	to	the	then-current	Benchmark,	as	applicable,
any	tenor	for	such	Benchmark	or	payment	period	for	interest	calculated	with	reference	to	such	Benchmark,	as	applicable,	that	is	or	may
be	used	for	determining	the	length	of	an	Interest	Period	pursuant	to	this	Agreement	as	of	such	date	and	not	including,	for	the	avoidance	of
doubt,	any	tenor	for	such	Benchmark	that	is	then-removed	from	the	definition	of	“Interest	Period”	pursuant	to	clause	(b)(v)	of	Section
2.10.
“
Availability
”	at	any	time	shall	mean	the	lesser	of	(i)	the	Total	Borrowing	Base	at	such	time	and	(ii)	the	Total	Revolving	Loan
Commitment	at	such	time.
“
Bail-In	Action
”	shall	mean	the	exercise	of	any	Write-Down	and	Conversion	Powers	by	the	applicable	
EEA	
Resolution	Authority
in	respect	of	any	liability	of	an	
EEA
Affected
	Financial	Institution.
“
Bail-In	Legislation
”	shall	mean
,
	
(a)
	
with	respect	to	any	EEA	Member	Country	implementing	Article	55	of	Directive	2014/59/EU


key: chroma:document
string_value:
of	the	European	Parliament	and	of	the	Council	of	the	European	Union,	the	implementing	law	for	such	EEA	Member	Country	from	time	to
time	which	is	described	in	the	EU	Bail-In	Legislation	Schedule
.
	
and	(b)	with	respect	to	the	United	Kingdom,		Part	I	of	the	United	Kingdom
Banking	Act	2009	(as	amended	from	time	to	time)	and	any	other	law,	regulation	or	rule	applicable	in	the	United	Kingdom	relating	to	the
resolution	of	unsound	or	failing	banks,	investment	firms	or	other	financial	institutions	or	their	affiliates	(other	than	through	liquidation,
administration	or	other	insolvency	proceedings).
“
Bankruptcy	Code
”	shall	have	the	meaning	provided	in	Section	11.05.
“
Bankruptcy	Event
”	shall	mean,	with	respect	to	any	Person,	such	Person	becomes	the	subject	of	an	Insolvency	Proceeding,	or
has	had	a	receiver,	conservator,	trustee,	administrator,	custodian,	assignee	for	the	benefit	of	creditors	or	similar	Person	charged	with	the
reorganization	or	liquidation	of	its	business	appointed	for	it,	or,	in	the	good	faith	determination	of	the	Administrative	Agent,	has	taken	any
action	in	furtherance	of,	or	indicating	its	consent	to,	approval	of,	or	acquiescence	in,	any	such	proceeding	or	appointment,	
provided
	that	a
Bankruptcy	Event	shall	not	result	solely	by	virtue	of	any	ownership	interest,	or	the	acquisition	of	any	ownership	interest,	in	such	Person	by
a	Governmental	Authority	or	instrumentality	thereof,	
provided
,	
further
,	that	such	ownership	interest	does	not	result	in	or	provide	such


key: chroma:document
string_value:
Person	with	immunity	from	the	jurisdiction	of	courts	within	the	United	States	or	from	the	enforcement	of	judgments	or	writs	of	attachment
on	its	assets	or	permit	such	Person	(or	such	Governmental	Authority	or	instrumentality)	to	reject,	repudiate,	disavow	or	disaffirm	any
contracts	or	agreements	made	by	such	Person.	
“
Base	Rate
”	shall	mean,	at	any	time,	the	highest	of	(i)	the	Prime	Lending	Rate	at	such	time,	(ii)	½	of	1%	per	annum	in	excess	of
the	overnight	Federal	Funds	Rate	at	such	time,	and	(iii)	the	LIBO	Rate	for	a	LIBOR	Loan	denominated	in	U.S.	Dollars	with	a	one	month
Interest	Period	commencing	on	such	day	
plus
	1.00%.		For	purposes	of	this	definition,	the	LIBO	Rate	shall	be	determined	using	the	LIBO
Rate	as	otherwise	determined	by	the	Administrative	Agent	in	accordance	with	the	definition	of	LIBO	Rate,	except	that	(x)	if	a	given	day	is
a	Business	Day,	such	determination	shall	be	made	on	such	day	(rather	than	two	Business	Days	prior	to	the	commencement	of	an	Interest
Period)	or	(y)	if	a	given	day	is	not	a	Business	Day,	the	LIBO	Rate	for	such	day	shall	be	the	rate	determined	by	the	Administrative	Agent
7


key: chroma:document
string_value:
pursuant	to	preceding	clause	(x)	for	the	most	recent	Business	Day	preceding	such	day.		Any	change	in	the	Base	Rate	due	to	a	change	in
the	Prime	Lending	Rate,	the	Federal	Funds	Rate	or	such	LIBO	Rate	shall	be	effective	as	of	the	opening	of	business	on	the	day	of	such
change	in	the	Prime	Lending	Rate,	the	Federal	Funds	Rate	or	such	LIBO	Rate,	respectively
;	provided,	that	if	the	Base	Rate	is	less	than
zero,	such	rate	shall	be	deemed	to	be	zero	for	purposes	hereof
.
“
Base	Rate	Loan
”	shall	mean	(i)	each	Swingline	Loan	and	(ii)	each	U.S.	Dollar	Denominated	Revolving	Loan	designated	or
deemed	designated	as	a	Base	Rate	Loan	by	the	relevant	Borrower	of	such	U.S.	Dollar	Denominated	Revolving	Loan	at	the	time	of	the
incurrence	thereof	or	conversion	thereto.
“
Basket-Related	Permitted	Indebtedness
”	shall	mean	any	Indebtedness	incurred	by	the	Company	and	its	Subsidiaries	(which
Indebtedness	may	be	guaranteed	pursuant	to	a	SolarCity	Guarantee)	that	is	not	Ratio-Related	Permitted	Indebtedness	up	to	an	aggregate
outstanding	principal	amount	of	$3,000,000,000.
“Benchmark”	shall	mean,	initially,	the	Relevant	Rate;	provided	that	if	a	Benchmark	Transition	Event,	a	Term	SOFR	Transition
Event	or	an	Early	Opt-in	Election,	as	applicable,	and	its	related	Benchmark	Replacement	Date	have	occurred	with	respect	to	the	LIBO
Rate	or	the	then-current	Benchmark,	then	“Benchmark”	means	the	applicable	Benchmark	Replacement	to	the	extent	that	such	Benchmark


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string_value:
Replacement	has	replaced	such	prior	benchmark	rate	pursuant	to	clause	(b)(i)	or	(ii)	of	Section	2.10.
“Benchmark	Replacement”	shall	mean,	for	any	Available	Tenor,	the	first	alternative	set	forth	in	the	order	below	that	can	be
determined	by	the	Administrative	Agent	for	the	applicable	Benchmark	Replacement	Date;	provided	that,	in	the	case	of	any	Loan
denominated	in	an	currency	other	than	U.S.	Dollars,	“Benchmark	Replacement”	shall	mean	the	alternative	set	forth	in	(c)	below:
(a)	
the	sum	of:	(i)	Term	SOFR	and	(ii)	the	related	Benchmark	Replacement	Adjustment;
(b)	
the	sum	of:	(i)	Daily	Simple	SOFR	and	(ii)	the	related	Benchmark	Replacement	Adjustment;
(c)	
the	sum	of:	(i)	the	alternate	benchmark	rate	that	has	been	selected	by	the	Administrative	Agent	and	the
U.S.	Borrower	as	the	replacement	for	the	then-current	Benchmark	for	the	applicable	Corresponding	Tenor	giving	due
consideration	to	(x)	any	selection	or	recommendation	of	a	replacement	benchmark	rate	or	the	mechanism	for	determining	such
a	rate	by	the	Relevant	Governmental	Body	or	(y)	any	evolving	or	then-prevailing	market	convention	for	determining	a
benchmark	rate	as	a	replacement	for	the	then-current	Benchmark	for	syndicated	credit	facilities	denominated	in	the	applicable
Available	Currency	at	such	time	and	(ii)	the	related	Benchmark	Replacement	Adjustment;
provided	that,	in	the	case	of	clause	(a),	such	Unadjusted	Benchmark	Replacement	is	displayed	on	a	screen	or	other	information
service	that	publishes	such	rate	from	time	to	time	as	selected	by	the	Administrative	Agent	in	its	reasonable	discretion;	provided	further
that,	solely	with	respect	to	a	Loan	denominated	in	U.S.	Dollars,	notwithstanding	anything	to	the	contrary	in	this	Agreement	or	in	any	other


key: chroma:document
string_value:
Credit	Document,	upon	the	occurrence	of	a	Term	SOFR	Transition	Event,	and	the	delivery	of	a	Term	SOFR	Notice,		on	the	applicable
Benchmark	Replacement	Date	the	“Benchmark	Replacement”	shall	revert	to	and	shall	be	deemed	to	be	the	sum	of	(i)	Term	SOFR	and	(ii)
the	related	Benchmark	Replacement	Adjustment,	as	set	forth	in	clause	(a)	of	this	definition	(subject	to	the	first	proviso	above).
8


key: chroma:document
string_value:
If	the	Benchmark	Replacement	as	determined	pursuant	to	clause	(a),	(b)	or	(c)	above	would	be	less	than	zero,	the	Benchmark
Replacement	will	be	deemed	to	be	zero	for	the	
purposes	of	this	Agreement	and	the	other	Credit	Documents.
“Benchmark	Replacement	Adjustment”	shall	mean,	with	respect	to	any	replacement	of	the	then-current	Benchmark	with	an
Unadjusted	Benchmark	Replacement	for	any	applicable	Interest	Period	and	Available	Tenor	for	any	setting	of	such	Unadjusted	Benchmark
Replacement:
(a)	
for	purposes	of	clauses	(a)	and	(b)	of	the	definition	of	“Benchmark	Replacement,”	the	first	alternative	set
forth	in	the	order	below	that	can	be	determined	by	the	Administrative	Agent:
(i)	the	spread	adjustment,	or	method	for	calculating	or	determining	such	spread	adjustment,	(which	may
be	a	positive	or	negative	value	or	zero)	as	of	the	Reference	Time	such	Benchmark	Replacement	is	first	set	for	such
Interest	Period	that	has	been	selected	or	recommended	by	the	Relevant	Governmental	Body	for	the	replacement	of
such	Benchmark	with	the	applicable	Unadjusted	Benchmark	Replacement	for	the	applicable	Corresponding	Tenor;
(ii)	the	spread	adjustment	(which	may	be	a	positive	or	negative	value	or	zero)	as	of	the	Reference	Time
such	Benchmark	Replacement	is	first	set	for	such	Interest	Period	that	would	apply	to	the	fallback	rate	for	a
derivative	transaction	referencing	the	ISDA	Definitions	to	be	effective	upon	an	index	cessation	event	with	respect	to
such	Benchmark	for	the	applicable	Corresponding	Tenor;	and
(b)	
for	purposes	of	clause	(c)	of	the	definition	of	“Benchmark	Replacement,”	the	spread	adjustment,	or	method
for	calculating	or	determining	such	spread	adjustment,	(which	may	be	a	positive	or	negative	value	or	zero)	that	has	been


key: chroma:document
string_value:
selected	by	the	Administrative	Agent	and	the	U.S.	Borrower	for	the	applicable	Corresponding	Tenor	giving	due	consideration	to
(i)	any	selection	or	recommendation	of	a	spread	adjustment,	or	method	for	calculating	or	determining	such	spread	adjustment,
for	the	replacement	of	such	Benchmark	with	the	applicable	Unadjusted	Benchmark	Replacement	by	the	Relevant	Governmental
Body	on	the	applicable	Benchmark	Replacement	Date	and/or	(ii)	any	evolving	or	then-prevailing	market	convention	for
determining	a	spread	adjustment,	or	method	for	calculating	or	determining	such	spread	adjustment,	for	the	replacement	of
such	Benchmark	with	the	applicable	Unadjusted	Benchmark	Replacement	for	syndicated	credit	facilities	denominated	in	the
applicable	Available	Currency	at	such	time;
provided	that,	in	the	case	of	clause	(a)	above,	such	adjustment	is	displayed	on	a	screen	or	other	information	service	that
publishes	such	Benchmark	Replacement	Adjustment	from	time	to	time	as	selected	by	the	Administrative	Agent	in	its	reasonable	discretion.
“Benchmark	Replacement	Conforming	Changes”	shall	mean,	with	respect	to	any	Benchmark	Replacement,	any	technical,
administrative	or	operational	changes	(including	changes	to	the	definition	of	“Base	Rate,”	the	definition	of	“Business	Day,”	the	definition
of	“Interest	Period,”	timing	and	frequency	of	determining	rates	and	making	payments	of	interest,	timing	of	borrowing	requests	or
prepayment,	conversion	or	continuation	notices,	length	of	lookback	periods,	the	applicability	of	breakage	provisions,	and	other	technical,
administrative	or	operational	matters)	that	the	Administrative	Agent,	in	consultation	with	the	Company,	decides	may	be	appropriate	to
reflect	the	adoption	and	implementation	of	such	Benchmark	Replacement	and	to	permit	the	administration	thereof	by	the	Administrative


key: chroma:document
string_value:
Agent	in	a	manner	substantially	consistent	with	market	practice	(or,	if	the	Administrative	Agent	decides	that	adoption	of	any	portion	of
such	market	practice	is	not	administratively	feasible	or	if	the	Administrative	Agent	determines	that	no	market
9


key: chroma:document
string_value:
practice	for	the	administration	of	such	Benchmark	Replacement	exists,	in	such	other	manner	of	administration	as	the	Administrative
Agent	decides	is	reasonably	necessary	in	connection	with	the	administration	of	this	Agreement	and	the	other	Credit	Documents).
	
“Benchmark	Replacement	Date”	shall	mean,	with	respect	to	any	Benchmark,	the	earliest	to	occur	of	the	following	events	with
respect	to	such	then-current	Benchmark:
(a)	
in	the	case	of	clause	(a)	or	(b)	of	the	definition	of	“Benchmark	Transition	Event,”	the	later	of	(i)	the	date	of
the	public	statement	or	publication	of	information	referenced	therein	and	(ii)	the	date	on	which	the	administrator	of	such
Benchmark	(or	the	published	component	used	in	the	calculation	thereof)	permanently	or	indefinitely	ceases	to	provide	all
Available	Tenors	of	such	Benchmark	(or	such	component	thereof);
(b)	
in	the	case	of	clause	(c)	of	the	definition	of	“Benchmark	Transition	Event,”	the	date	of	the	public	statement
or	publication	of	information	referenced	therein;	or
(c)	
in	the	case	of	a	Term	SOFR	Transition	Event,	
the	date	that	is	30	days	after	the
	
date	a	Term	SOFR	Notice	is
provided	to	the	Lenders	and	the	U.S.	Borrower	pursuant	to	Section	2.10(b)(ii);	or
(d)	
in	the	case	of	an	Early	Opt-in	Election,	the	sixth	Business	Day	after	the	date	notice	of	such	Early	Opt-in
Election	is	provided	to	the	Lenders,	so	long	as	the	Administrative	Agent	has	not	received,	by	5:00	p.m.	(New	York	City	time)	on
the	fifth	Business	Day	after	the	date	notice	of	such	Early	Opt-in	Election	is	provided	to	the	Lenders,	written	notice	of	objection
to	such	Early	Opt-in	Election	from	Lenders	comprising	the	Required	Lenders.


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string_value:
For	the	avoidance	of	doubt,	(i)	if	the	event	giving	rise	to	the	Benchmark	Replacement	Date	occurs	on	the	same	day	as,	but
earlier	than,	the	Reference	Time	in	respect	of	any	determination,	the	Benchmark	Replacement	Date	will	be	deemed	to	have	occurred	prior
to	the	Reference	Time	for	such	determination	and	(ii)	the	“Benchmark	Replacement	Date”	will	be	deemed	to	have	occurred	in	the	case	of
clause	(a)	or	(b)	with	respect	to	any	Benchmark	upon	the	occurrence	of	the	applicable	event	or	events	set	forth	therein	with	respect	to	all
then-current	Available	Tenors	of	such	Benchmark	(or	the	published	component	used	in	the	calculation	thereof).
“Benchmark	Transition	Event”	shall	mean,	with	respect	to	any	Benchmark,	the	occurrence	of	one	or	more	of	the	following
events	with	respect	to	such	then-current	Benchmark:
(a)	
a	public	statement	or	publication	of	information	by	or	on	behalf	of	the	administrator	of	such	Benchmark	(or
the	published	component	used	in	the	calculation	thereof)	announcing	that	such	administrator	has	ceased	or	will	cease	to
provide	all	Available	Tenors	of	such	Benchmark	(or	such	component	thereof),	permanently	or	indefinitely,	provided	that,	at	the
time	of	such	statement	or	publication,	there	is	no	successor	administrator	that	will	continue	to	provide	any	Available	Tenor	of
such	Benchmark	(or	such	component	thereof);
(b)	
a	public	statement	or	publication	of	information	by	the	regulatory	supervisor	for	the	administrator	of	such
Benchmark	(or	the	published	component	used	in	the	calculation	thereof),	the	Federal	Reserve	Board,	the	NYFRB,	an	insolvency
official	with	jurisdiction	over	the	administrator	for	such	Benchmark	(or	such	component),	a	resolution	authority	with	jurisdiction


key: chroma:document
string_value:
over	the	administrator	for	such	Benchmark	(or	such	component)	or	a	court	or	an	entity	with	similar	insolvency	or	resolution
authority	over	the	administrator	for	such	Benchmark	(or	such	component),	in	each	case	which	states	that	the	administrator	of
such	Benchmark	(or	such
10


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component)	has	ceased	or	will	cease	to	provide	all	Available	Tenors	of	such	Benchmark	(or	such	component	thereof)
permanently	or	indefinitely;	provided	that,	at	the	time	of	such	statement	or	publication,	there	is	no	successor	administrator	that
will	continue	to	provide	any	Available	Tenor	of	such	Benchmark	(or	such	component	thereof);	or
(c)	
a	public	statement	or	publication	of	information	by	the	regulatory	supervisor	for	the	administrator	of	such
Benchmark	(or	the	published	component	used	in	the	calculation	thereof)	announcing	that	all	Available	Tenors	of	such
Benchmark	(or	such	component	thereof)	are	no	longer	representative.
For	the	avoidance	of	doubt,	a	“Benchmark	Transition	Event”	will	be	deemed	to	have	occurred	with	respect	to	any	Benchmark	if
a	public	statement	or	publication	of	information	set	forth	above	has	occurred	with	respect	to	each	then-current	Available	Tenor	of	such
Benchmark	(or	the	published	component	used	in	the	calculation	thereof).
“Benchmark	Unavailability	Period”	shall	mean,	with	respect	to	any	Benchmark,	the	period	(if	any)	(x)	beginning	at	the	time	that
a	Benchmark	Replacement	Date	pursuant	to	clauses	(a)	or	(b)	of	that	definition	has	occurred	if,	at	such	time,	no	Benchmark	Replacement
has	replaced	such	then-current	Benchmark	for	all	purposes	hereunder	and	under	any	Credit	Document	in	accordance	with	Section	2.10
and	(y)	ending	at	the	time	that	a	Benchmark	Replacement	has	replaced	such	then-current	Benchmark	for	all	purposes	hereunder	and
under	any	Credit	Document	in	accordance	with	Section	2.10.
	
“
Beneficial	Ownership	Certification
”	shall	mean	a	certification	regarding	beneficial	ownership	or	control	as	required	by	the
Beneficial	Ownership	Regulation.
“
Beneficial	Ownership	Regulation


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string_value:
“
Beneficial	Ownership	Regulation
”	shall	mean	31	C.F.R.	§	1010.230.
“Benefit	Plan”	shall	mean	any	of	(a)	an	“employee	benefit	plan”	(as	defined	in	ERISA)	that	is	subject	to	Title	I	of	ERISA,	(b)	a
“plan”	as	defined	in	and	subject	to	Section	4975	of	the	Code,	or	(c)	any	Person	whose	assets	include	(for	purposes	of	ERISA	Section	3(42)
or	otherwise	for	purposes	of	Title	I	of	ERISA	or	Section	4975	of	the	Code)	the	assets	of	any	such	“employee	benefit	plan”	or	“plan.”
“BHC	Act	Affiliate”	of	a	party	shall	mean	an	“affiliate”	(as	such	term	is	defined	under,	and	interpreted	in	accordance	with,	12
U.S.C.	1841(k))	of	such	party.
“
Board
”	shall	mean	the	Board	of	Governors	of	the	Federal	Reserve	System	of	the	United	States.
“
Borrower
”	and	“
Borrowers
”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“
Borrower	Obligations
”	shall	mean	the	Dutch	Borrower	
Obligations	and/or	the	UK	Borrower
	Obligations	and/or	the	U.S.
Borrower	Obligations,	as	applicable.
“
Borrowing
”	shall	mean	the	borrowing	by	a	Borrower	of	one	Type	of	Revolving	Loan	from	all	the	Lenders,	or	from	the	Swingline
Lender	in	the	case	of	Swingline	Loans,	on	a	given	date	(or	resulting	from	a	conversion	or	conversions	on	such	date)	having	in	the	case	of
LIBOR	Loans	the	same	Interest	Period,	
provided
	that	Base	Rate	Loans	incurred	pursuant	to	Section	2.10(
b
c
)	shall	be	considered	part	of


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b
c
)	shall	be	considered	part	of
the	related	Borrowing	of	LIBOR	Loans.
“
Borrowing	Base
”	shall	mean	the	Dutch	Borrowing	
Base,	the	UK	Borrowing
	Base,	the	U.S.	Borrowing	Base	and/or	the	Total
Borrowing	Base,	as	applicable.
11


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string_value:
“
Borrowing	Base	Certificate
”	shall	have	the	meaning	provided	in	Section	9.01(h).
“
Business
”	shall	mean	any	corporation,	limited	liability	company,	partnership	or	other	business	entity	(or	the	adjectival	form
thereof,	where	appropriate)	or	the	equivalent	of	the	foregoing	in	any	foreign	jurisdiction.
“
Business	Day
”	shall	mean	(i)	for	all	purposes	other	than	as	covered	by	clauses	(ii),	(iii)
	and
,
	
(iv
)	and	(v
)	below,	any	day	except
Saturday,	Sunday	and	any	day	which	shall	be	in	New	York,	New	York,	a	legal	holiday	or	a	day	on	which	banking	institutions	are	authorized
or	required	by	law	or	other	government	action	to	close,	(ii)	with	respect	to	all	notices	and	determinations	in	connection	with,	and
payments	of	principal	and	interest	on,	LIBOR	Loans,	any	day	which	is	a	Business	Day	described	in	clause	(i)	above	and	which	is	also	a	day
for	trading	by	and	between	banks	in	U.S.	
d
D
ollar	deposits	in	the	London	interbank	market,	(iii)	with	respect	to	all	notices	and
determinations	in	connection	with,	and	payments	of	principal	and	interest	on,	Euro	Denominated	Loans,	any	day	which	is	a	Business	Day
described	in	clause	(i)	above	and	is	also	a	TARGET	Day
	and
,
	
(iv)	with	respect	to	all	notices	and	determinations	in	connection	with,	and
payments	of	principal	and	interest	on,	Loans	made	to	a	Dutch	Borrower	or	Letters	of	Credit	issued	to	a	Dutch	Borrower,	any	day	which	is
a	Business	Day	described	in	clause	(i)	above	and	which	is	also	a	day	which	is	not	a	legal	holiday	or	a	day	on	which	banking	institutions	are


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authorized	or	required	by	law	or	other	government	action	to	close	in	Amsterdam,	the	Netherlands	or	London,	England
.
	
and	(v)	with
respect	to	all	notices	and	determinations	in	connection	with,	and	payments	of	principal	and	interest	on,	Loans	made	to	a	UK	Borrower	or
Letters	of	Credit	issued	to	a	UK	Borrower,	any	day	which	is	a	Business	Day	described	in	clause	(i)	above	and	which	is	also	a	day	which	is
not	a	legal	holiday	or	a	day	on	which	banking	institutions	are	authorized	or	required	by	law	or	other	government	action	to	close	in	London,
England.
“
Calculation	Period
”	shall	mean,	with	respect	to	any	event	expressly	required	to	be	calculated	on	a	Pro	Forma	Basis	pursuant	to
the	terms	of	this	Agreement,	the	Test	Period	most	recently	ended	prior	to	the	date	of	such	event	for	which	financial	statements	have	been
delivered	to	the	Lenders	pursuant	to	this	Agreement.
“
Capital	Expenditures
”	shall	mean,	with	respect	to	any	Person,	all	cash	expenditures	by	such	Person	which	should	be
capitalized	in	accordance	with	GAAP.
“
Capitalized	Lease	Obligations
”	shall	mean,	with	respect	to	any	Person,	all	rental	obligations	of	such	Person	which,	under
GAAP,	are	or	will	be	required	to	be	capitalized	on	the	books	of	such	Person,	in	each	case	taken	at	the	amount	thereof	accounted	for	as
indebtedness	in	accordance	with	such	principles;	
provided
	that	Capitalized	Lease	Obligations	shall	not	include	(i)	any	obligations	in
respect	of	leases	that	would	be	treated	as	operating	leases	in	accordance	with	GAAP	as	in	effect	on	the	Tenth	Amendment	Effective	Date
and	(ii)


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and	(ii)
	
any	obligations	in	respect	of	operating	leases	that	are	capitalized	as	a	result	of	build-to-suit	lease	accounting	rules.
“
Cash	Contribution
”	shall	mean,	as	of	any	date,	the	sum	of	the	Dutch	Cash	Contribution	to	the	Dutch	Borrowing	Base	and	the
U.S.	Cash	Contribution	to	the	U.S.	Borrowing	Base.
“
Cash	Equivalents
”	shall	mean,	as	to	any	Person,	(i)	securities	issued	or	directly	and	fully	guaranteed	or	insured	by	the	United
States	or	any	agency	or	instrumentality	thereof	(
provided
	that	the	full	faith	and	credit	of	the	United	States	is	pledged	in	support	thereof)
having	maturities	of	not	more	than	24	months	from	the	date	of	acquisition,	(ii)	marketable	direct	obligations	issued	by	any	state	of	the
United	States	or	any	political	subdivision	of	any	such	state	or	any	public	instrumentality	thereof	maturing	within	12	months	from	the	date
of	acquisition	thereof	and,	at	the	time	of	acquisition,	having	one	of	the	two	highest	ratings	obtainable	from	either	S&P	or	Moody’s,	(iii)
U.S.	Dollar-denominated	demand	deposits	or
12


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time	deposits,	certificates	of	deposit	and	bankers	acceptances	of	any	Lender	or	any	commercial	bank	having,	or	which	is	the	principal
banking	subsidiary	of	a	bank	holding	company	having,	a	long-term	unsecured	debt	rating	of	at	least	“A”	or	the	equivalent	thereof	from
S&P	or	“A2”	or	the	equivalent	thereof	from	Moody’s	with	maturities	of	not	more	than	12	months	from	the	date	of	acquisition	by	such
Person,	(iv)	repurchase	obligations	with	a	term	of	not	more	than	30	days	for	underlying	securities	of	the	types	described	in	clause	(i)
above	entered	into	with	any	bank	meeting	the	qualifications	specified	in	clause	(iii)	above,	(v)	commercial	paper	issued	by	any	Person
incorporated	in	the	United	States	rated	at	least	A-1	or	the	equivalent	thereof	by	S&P	or	at	least	P
-
1	or	the	equivalent	thereof	by	Moody’s
and	in	each	case	maturing	not	more	than	12	months	after	the	date	of	acquisition	by	such	Person,	(vi)	investments	in	money	market	funds
regulated	under	Rule	2a-7	of	the	Investment	Company	Act	of	1940,	(vii)	securities	of	the	types	described	in	clause	(ii)	above	having
maturities	of	not	more	than	24	months	from	the	date	of	acquisition	thereof	so	long	as	such	securities	are	fully	guaranteed	for	both
principal	and	interest	by	an	irrevocable	letter	of	credit	issued	by	a	commercial	bank	with	a	minimum	credit	rating	of	Aa3	from	Moody’s	or
AA-	from	Standard	&	Poor’s	and	at	least	$500,000,000	in	consolidated	total	assets,	(viii)	in	the	case	of	any	Foreign	Subsidiary	of	the


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Company,	substantially	similar	investments	of	the	type	described	in	clauses	(i)	though	(vii)	above	denominated	in	foreign	currencies	and
from	similarly	capitalized	and	rated	foreign	banks	or	other	Persons	in	the	jurisdiction	in	which	such	Foreign	Subsidiary	is	organized,	and
(ix)	any	other	investments	permitted	by	the	Company’s	investment	policy	as	such	policy	is	in	effect,	and	as	disclosed	to	the	Administrative
Agent,	prior	to	the	
First	Amendment
	
Effective	Date,	together	with	any	amendments,	restatements,	supplements	or	other	modifications
thereto	that	the	Administrative	Agent	shall	have	consented	to	for	purposes	of	this	definition	(which	consent	will	not	be	unreasonably
withheld	or	delayed).
“
Cash	Flow	Revolving	Indebtedness
”	shall	have	the	meaning	provided	in	Section	10.04(q).
“
Cash	Flow	Revolving	Documents
”	shall	mean,	on	and	after	the	execution	and	delivery	thereof,	each	loan	agreement,	credit
agreement,	guaranty,	security	agreement	and	other	document	relating	to	the	incurrence	or	issuance	of	any	Cash	Flow	Revolving
Indebtedness,	as	the	same	may	be	amended,	modified,	restated,	renewed,	extended	and/or	supplemented	from	time	to	time	in	accordance
with	the	terms	hereof	and	thereof.
“
Cash	Management	Control	Agreement
”	shall	mean	(i)	(x)	in	respect	of	a	Deposit	Account	located	in	the	United	States,	a
“control	agreement”	in	form	and	substance	reasonably	acceptable	to	the	Administrative	Agent	and	containing	terms	regarding	the
treatment	of	all	cash	and	other	amounts	on	deposit	in	the	respective	Deposit	Account	governed	by	such	Cash	Management	Control


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Agreement	consistent	with	the	requirements	of	Section	5.03	and	(y)	in	respect	of	a	Deposit	Account	located	outside	of	the	United	States,
an	agreement	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent	perfecting	the	Lien	of	the	Administrative	Agent	in
the	amounts	on	deposit	therein	and	containing	terms	regarding	the	treatment	of	all	cash	and	other	amounts	on	deposit	in	the	respective
Deposit	Account	governed	by	such	Cash	Management	Control	Agreement	consistent	with	the	requirements	of	Section	5.03		and	(ii)	(x)	in
respect	of	a	securities	account	located	in	the	United	States,	a	“control	agreement”	in	form	and	substance	reasonably	acceptable	to	the
Administrative	Agent	and	containing	terms	regarding	the	treatment	of	all	securities	and	other	amounts	on	deposit	in	the	respective
securities	account	governed	by	such	Cash	Management	Control	Agreement	and	(y)	in	respect	of	a	securities	account	located	outside	of	the
United	States,	an	agreement	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent	perfecting	the	Lien	of	the
Administrative	Agent	in	the	securities	and	other	amounts	on	deposit	therein.
“
Cash	Management	Reserve
”	shall	mean	a	reserve	established	by	the	Administrative	Agent	in	connection	with	treasury,
depositary	or	cash	management	services	(including,	overnight	overdraft	services)	provided	to	the	Company	and	its	Subsidiaries,	and
automated	clearinghouse	transfers	of	funds,
13


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string_value:
as	adjusted	from	time	to	time	by	the	Administrative	Agent	in	its	Permitted	Discretion	to	reasonably	reflect	anticipated	obligations	under
such	services	then	provided	or	outstanding.
“
Change	of	Control
”	shall	mean	(i)	the	Company	shall	at	any	time	cease	to	own,	directly	or	indirectly,	100%	of	the	Equity
Interests	of	each	other	Borrower,	(ii)	any	“person”	or	“group”	(as	such	terms	are	used	in	Sections	13(d)	and	14(d)	of	the	Exchange	Act)
other	than	a	Permitted	Holder,	is	or	shall	become	the	“beneficial	owner”	(as	defined	in	Rules	13(d)-3	and	13(d)-5	under	the	Exchange	Act),
directly	or	indirectly,	of	35%	or	more	of	the	Voting	Stock	of	the	Company	or	(iii)	a	“change	of	control”	or	similar	event	(which,	in	the	case
of	Permitted	Convertible	Notes,	shall	include	any	“fundamental	change”,	“make-whole	fundamental	change”	or	other	similar	event	risk
provision)	shall	occur	as	provided	in	any	Permitted	Convertible	Notes	Document	or	any	Permitted	Additional	Indebtedness	Document	and
in	connection	with	such	“change	of	control”	or	similar	event,	the	Company	shall	be	obligated	to	repurchase	or	offer	to	repurchase	all	of
the	affected	Permitted	Convertible	Notes	or	Permitted	Additional	Indebtedness.
“Charging	Agreements”	shall	mean	electric	vehicle	charging	station	related	agreements,	including	lease	and	license
agreements	and	all	associated	real	property	and	other	rights	provided	in	the	applicable	agreement;	agreements	and	other	rights	related	to
customer	accounts,	payments	and	data;	equipment	lease	agreements	entered	into	with	a	customer	pursuant	to	which	such	customer


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string_value:
agrees	to	lease	a	Charging	System,	and	all	rights	related	thereto;	and		agreements	to	provide	vehicle	charging	related	services	such	as
equipment	installation,	equipment	maintenance	or	customer	billing	services.
“Charging	Assets”	shall	mean	Charging	Systems,	Charging	Agreements,	Equity	Interests	in	Excluded	Charging	Subsidiaries	and
Vehicle	Environmental	Attributes.
“Charging	Systems”	shall	mean	all	parts	of	an	electric	vehicle	charging	station,	including	charge	posts,	charging	connectors,
power	electronics	equipment,	switchgear,	conduit,	wiring,	metering	equipment,	concrete	pads,	signage,	fences	or	visual	barriers,	mobile
charging	stations,	canopies,	solar	panels,	energy	storage	systems	and	other	related	equipment.
“Charging	Working	Capital	Facility”	shall	mean	a	credit	facility	providing	working	capital	or	warehouse	financing	for	the
acquisition	or	development	of	Charging	Assets.
“
Chattel	Paper
”	shall	mean	“chattel	paper”	(as	such	term	is	defined	in	Article	9	of	the	UCC).
“
Co-Documentation	Agents
”	shall	mean	Société	Générale	and	Wells	Fargo	Bank,	National	Association,	each	in	its	capacity	as	a
co-documentation	agent	for	the	Lenders	hereunder	and	under	the	other	Credit	Documents.
“
Code
”	shall	mean	the	United	States	Internal	Revenue	Code	of	1986,	as	amended	from	time	to	time,	and	the	regulations
promulgated	and	rulings	issued	thereunder.		Unless	otherwise	provided	herein,	section	references	to	the	Code	are	to	the	Code,	as	in	effect
at	the	date	of	this	Agreement	and	any	subsequent	provisions	of	the	Code,	amendatory	thereof,	supplemental	thereto	or	substituted
therefor.
“
Collateral


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string_value:
therefor.
“
Collateral
”	shall	mean	all	property	(whether	real	or	personal)	with	respect	to	which	any	security	interests	have	been	granted
(or	purported	to	be	granted)	pursuant	to	any	Security	Document,	including	all	Security	Agreement	Collateral,	all	Mortgaged	Properties	(if
any)	and	all	cash	and	Cash	Equivalents	delivered	as	collateral	pursuant	to	Section	5.02	or	11;	
provided
	that	in	no	event	shall	the	term
“Collateral”	include	any	property,	interest	or	other	rights	with	respect	to	SolarCity	or	any	of	its	Subsidiaries	or	any	Equity	Interests	of
SolarCity	or	any	of	its	Subsidiaries.
14


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string_value:
“
Collateral	Agent
”	shall	mean	DBNY	in	its	capacity	as	collateral	agent	for	the	Secured	Creditors	pursuant	to	the	Security
Documents	and	shall	include	any	successor	to	the	Collateral	Agent	as	provided	in	Section	12.09.
“
Collateralized	Letter	of	Credit
”	shall	have	the	meaning	provided	in	Section	3.02(b).
“
Commingled	Inventory
”	shall	mean	Inventory	of	any	Borrower	that	is	commingled	(whether	pursuant	to	a	consignment,	a	toll
manufacturing	agreement	or	otherwise)	with	Inventory	of	another	Person	(other	than	a	Borrower)	at	a	location	owned	or	leased	by	any
Borrower	to	the	extent	that	such	Inventory	of	the	applicable	Borrower	is	not	readily	identifiable.
“
Commitment	Commission
”	shall	have	the	meaning	provided	in	Section	4.01(a).
“
Commitment	Commission	Percentage
”	shall	mean	0.25%	per	annum
;	
provided
	that	until	the	First	Usage	Date,	the
Commitment	Commission	Percentage	shall	be	(i)	0%	for	the	period	from	the	Effective	Date	until	the	date	30	days	thereafter,	(ii)	0.125%
per	annum	for	the	period	from	
the	date	that	is	30	days	after	the	
Effective	Date	until	the	date	that	is	60	days	after	the	Effective	Date	and
(iii)	0.25%	thereafter
.		From	and	after	any	Extension	with	respect	to	any	Extended	Revolving	Loan	Commitments	and	Extended	Loans,	the
Commitment	Commission	Percentage	specified	for	such	Extended	Revolving	Loan	Commitments	and	Extended	Loans	shall	be	those	set
forth	in	the	applicable	definitive	documentation	thereof.
“
Commodity	Exchange	Act


key: chroma:document
string_value:
“
Commodity	Exchange	Act
”	shall	mean	the	Commodity	Exchange	Act	(7	U.S.C.	§	1	et	seq.),	as	amended	from	time	to	time,	and
any	successor	statute.
“
Company
”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“
Company	Common	Stock
”	shall	mean	authorized	shares	of	common	stock	of	the	Company.
“
Company	Factory
”	shall	mean	(i)	the	Fremont	Factory,	(ii)	the	Company’s	manufacturing	facility	located	in	Lathrop,	California,
(iii)	the	Company’s	manufacturing	facility	located	at	5640	Executive	Parkway	SE,	Grand	Rapids,	Michigan,	(iv)	the	Company’s
manufacturing	facility	located	in	Buffalo,	New	York,	(v)	the	Company’s	Gigafactory	located	at	1	Electric	Avenue,	Sparks,	Nevada	and
(vi)	any	other	
m
M
anufacturing	
f
F
acilities	established	by	the	Company	from	time	to	time	and	located	in	the	United	States.
“
Compliance	Period
”	shall	mean,	subject	to	Section	3.02(b),	any	period	commencing	on	the	date	on	which	(a)(i)	Designated
Cash	is	less	than	the	Liquidity	Threshold	and	(ii)	Excess	Availability	is	less	than	the	greater	of	(x)	10%	of	Availability	at	such	time	or	(y)
$80,000,000	and	(b)	ending	on	the	first	date	thereafter	on	which	(i)	Designated	Cash	is	equal	to	or	greater	than	the	Liquidity	Threshold	or
(ii)	Excess	Availability	is	greater	than	the	greater	of	(x)	10%	of	Availability	at	such	time	and	(y)	$80,000,000	for	30	consecutive	days.
“
Consent	Letter


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string_value:
“
Consent	Letter
”	shall	mean	that	certain	letter,	dated	as	of	April	28,	2017,	between	the	Borrowers	and	the	Required	Lenders.
“
Consolidated	EBITDA
”	shall	mean,	for	any	period,	Consolidated	Net	Income	for	such	period	(without	giving	effect	to	(w)	any
extraordinary	gains	or	losses,	(x)	any	non-cash	income,	(y)	any	gains	or	losses	from	sales	of	assets	other	than	those	assets	sold	in	the
ordinary	course	of	business,	or	(z)	any	foreign	currency	gains	or	losses)	adjusted	by	(A)	adding	thereto	(in	each	case	to	the	extent
deducted	in	determining	Consolidated	Net	Income	for	such	period	(other	than	clause	(ix)	below	which	need	not	be	so
15


key: chroma:document
string_value:
deducted)),	without	duplication,	the	amount	of	(i)	total	interest	expense	(inclusive	of	amortization	or	write-off	of	deferred	financing	fees
and	other	original	issue	discount	and	banking	fees,	charges	and	commissions	(e.g.,	letter	of	credit	issuance	and	facing	fees	(including
Letter	of	Credit	Fees	and	Facing	Fees),	commitment	fees,	issuance	costs	and	other	transactional	costs))	of	the	Company	and	its
Consolidated	Subsidiaries	determined	on	a	consolidated	basis	for	such	period,	(ii)	provision	for	taxes	based	on	income	and	foreign
withholding	taxes	for	the	Company	and	its	Consolidated	Subsidiaries	(including	state,	franchise,	capital	and	similar	taxes	paid	or	accrued)
determined	on	a	consolidated	basis	for	such	period,	(iii)	all	depreciation	and	amortization	expense	of	the	Company	and	its	Consolidated
Subsidiaries	determined	on	a	consolidated	basis	for	such	period,	(iv)	in	the	case	of	any	period,	the	amount	of	all	fees	and	expenses
incurred	in	connection	with	
the	Transaction	(including	in	connection	with	
any	amendments
,	restatements,	modifications,	waivers	or
consents
	
to	the	Credit	Documents
)
	during	such	fiscal	quarter,	(v)	any	unusual	or	non-recurring	cash	charges,	(vi)	any	cash	restructuring
charges	or	reserves	(which,	for	the	avoidance	of	doubt,	shall	include	retention,	severance,	system	establishment	costs,	excess	pension
charges,	contract	and	lease	termination	costs	and	costs	to	consolidate	facilities	and	relocate	employees)	for	such	period	(a)(x)	incurred	in
connection	with	an	Acquisition	consummated	after	the	Effective	Date	or	(y)	otherwise	incurred	in	connection	with	the	Company’s	and	its


key: chroma:document
string_value:
Consolidated	Subsidiaries’	operations	in	an	aggregate	amount	for	all	cash	charges	added	back	pursuant	to	this	clause	(vi)	not	to	exceed
15%	of	Consolidated	EBITDA	in	any	Test	Period	(calculated	before	giving	effect	to	this	clause	(vi)),	(vii)	any	expenses	incurred	in
connection	with	any	actual	or	proposed	Investment,	incurrence,	amendment	or	repayment	of	Indebtedness,	issuance	of	Equity	Interests	or
acquisition	or	disposition,	in	each	case,	outside	the	ordinary	course	of	business	for	such	period,	(viii)	expenses	incurred	to	the	extent
covered	by	indemnification	provisions	in	any	agreement	in	connection	with	an	
a
A
cquisition	to	the	extent	reimbursed	in	cash	to	the
Company	or	any	of	its	Consolidated	Subsidiaries	and	such	indemnification	payments	are	not	otherwise	included	in	Consolidated	Net
Income,	in	each	case,	for	such	period,	(ix)	proceeds	received	by	the	Company	or	any	of	its	Consolidated	Subsidiaries	from	any	business
interruption	insurance	to	the	extent	such	proceeds	are	not	otherwise	included	in	such	Consolidated	Net	Income	for	such	period,	(x)	all
other	non-cash	charges	of	the	Company	and	its	Consolidated	Subsidiaries	determined	on	a	consolidated	basis	for	such	period,	(xi)
[RESERVED],	and	(xii)	any	expenses	associated	with	stock	based	compensation	and	(B)	subtracting	therefrom	(to	the	extent	not	otherwise
deducted	in	determining	Consolidated	Net	Income	for	such	period)	(i)	the	amount	of	all	cash	payments	or	cash	charges	made	(or	incurred)


key: chroma:document
string_value:
by	the	Company	or	any	of	its	Consolidated	Subsidiaries	for	such	period	on	account	of	any	non-cash	charges	added	back	to	Consolidated
EBITDA	pursuant	to	preceding	sub-clause	(A)(x)	in	a	previous	period	and	(ii)	any	unusual	or	non-recurring	cash	gains.		For	the	avoidance
of	doubt,	it	is	understood	and	agreed	that,	to	the	extent	any	amounts	are	excluded	from	Consolidated	Net	Income	by	virtue	of	the	proviso
to	the	definition	thereof	contained	herein,	any	add	backs	to	Consolidated	Net	Income	in	determining	Consolidated	EBITDA	as	provided
above	shall	be	limited	(or	denied)	in	a	fashion	consistent	with	the	proviso	to	the	definition	of	Consolidated	Net	Income	contained	herein.
“
Consolidated	Interest	Expense
”	shall	mean,	for	any	period,	(i)	the	total	consolidated	cash	interest	expense	of	the	Company	and
its	Consolidated	Subsidiaries	(including	all	commissions,	discounts	and	other	commitment	and	banking	fees	and	charges	(e.g.,	fees	with
respect	to	Interest	Rate	Protection	Agreements	and	Other	Hedging	Agreements,	letter	of	credit	issuance	and	facing	fees	(including	Letter
of	Credit	Fees	and	Facing	Fees)	and	other	transactional	costs)	for	such	period,	adjusted	to	exclude	(to	the	extent	same	would	otherwise	be
included	in	the	calculation	above	in	this	clause	(i))	the	amortization	of	any	deferred	financing	costs	for	such	period	and	any	interest
expense	actually	“paid	in	kind”	or	accreted	during	such	period,	
plus
	(ii)	without	duplication,	that	portion	of	Capitalized	Lease	Obligations


key: chroma:document
string_value:
of	the	Company	and	its	Consolidated	Subsidiaries	on	a	consolidated	basis	representing	the	interest	factor	for	such	period.
“
Consolidated	Net	Income
”	shall	mean,	for	any	period,	the	net	income	(or	loss)	of	the	Company	and	its	Consolidated
Subsidiaries	determined	on	a	consolidated	basis	for	such	period	(taken	as	a	single
16


key: chroma:document
string_value:
accounting	period)	in	accordance	with	GAAP	(after	any	deduction	for	minority	interests);	
provided
	that	the	following	items	shall	be
excluded	in	computing	Consolidated	Net	Income	(without	duplication):		(i)	the	net	income	(or	loss)	of	any	Person	in	which	a	Person	or
Persons	other	than	the	Company	and	its	Wholly-Owned	Subsidiaries	has	an	Equity	Interest	or	Equity	Interests	to	the	extent	of	such	Equity
Interests	held	by	such	Persons	(
provided
	that	the	net	income	(or	loss)	included	in	the	Company’s	financial	statements	as	a	result	of
variable	interest	entity	accounting	shall	be	excluded,	except	to	the	extent	of	dividends	received	by	the	Company	or	any	of	its	Wholly-
Owned	Subsidiaries)	and	(ii)	except	for	determinations	expressly	required	to	be	made	on	a	Pro	Forma	Basis,	the	net	income	(or	loss)	of	any
Person	accrued	prior	to	the	date	it	becomes	a	Consolidated	Subsidiary	or	all	or	substantially	all	of	the	property	or	assets	of	such	Person
are	acquired	by	a	Consolidated	Subsidiary.
“
Consolidated	Subsidiaries
”	shall	mean,	as	of	any	date,	all	Subsidiaries	of	the	Company	and	SolarCity	and	its	Subsidiaries
(determined	without	giving	effect	to	the	proviso	in	the	definition	of	Subsidiary),	in	each	case	to	the	extent	the	accounts	of	such	Person	are
consolidated	with	the	accounts	of	the	Company	as	of	such	date	in	accordance	with	the	principles	of	consolidation	reflected	in	the	audited
financial	statements	most	recently	delivered	in	accordance	with	Section	9.01(b).		
“
Consolidated	Total	Assets


key: chroma:document
string_value:
“
Consolidated	Total	Assets
”	shall	mean,	at	any	time	of	determination	thereof,	the	aggregate	amount	of	all	assets	of	the
Company	and	its	Consolidated	Subsidiaries	as	set	forth	in	the	most	recent	consolidated	balance	sheet	of	the	Company	and	its	Consolidated
Subsidiaries	delivered	to	the	Lenders	pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP.
“
Consolidated	Total	Indebtedness
”	shall	mean,	at	any	time,	the	sum	of	(without	duplication)	(i)	the	principal	amount	(or
accreted	principal	amount	in	the	case	of	Indebtedness	issued	with	original	issue	discount)	of	all	Indebtedness	of	the	Company	and	its
Subsidiaries	at	such	time	of	the	type	described	in	clauses	(i),	(ii),(iii),	(iv)	and	(v)	of	the	definition	of	Indebtedness	and	(ii)	all	Contingent
Obligations	of	the	Company	and	its	Subsidiaries	in	respect	of	Indebtedness	of	any	third	Person	of	the	type	referred	to	in	preceding	clause;
provided
	that	the	aggregate	amount	available	to	be	drawn	(i.e.,	unfunded	amounts)	under	all	letters	of	credit,	bankers’	acceptances	and
bank	guarantees	issued	for	the	account	of	the	Company	or	any	of	its	Subsidiaries	(but	excluding,	for	avoidance	of	doubt,	all	unpaid
drawings	or	other	matured	monetary	obligations	owing	in	respect	of	such	letters	of	credit,	bankers’	acceptances	and	bank	guarantees)
shall	not	be	included	in	any	determination	of	“Consolidated	Total	Indebtedness”;	
provided
	
further
,	that	the	aggregate	amount	of	surety


key: chroma:document
string_value:
further
,	that	the	aggregate	amount	of	surety
bonds,	customs	bonds	and	other	similar	bonds	issued	for	the	account	of	the	Company	or	any	of	its	Subsidiaries	shall	not	be	included	in	any
determination	of	“Consolidated	Total	Indebtedness”.
“
Contingent	Obligation
”	shall	mean,	as	to	any	Person,	any	obligation	of	such	Person	as	a	result	of	such	Person	being	a	general
partner	of	any	other	Person,	unless	the	underlying	obligation	is	expressly	made	non-recourse	as	to	such	general	partner,	and	any
obligation	of	such	Person	guaranteeing	or	intended	to	guarantee	any	Indebtedness,	leases,	dividends	or	other	obligations	(solely	for	the
purpose	of	this	definition,	“primary	obligations”)	of	any	other	Person	(solely	for	the	purpose	of	this	definition,	the	“primary	obligor”)	in	any
manner,	whether	directly	or	indirectly,	including	any	obligation	of	such	Person,	whether	or	not	contingent,	(i)	to	purchase	any	such
primary	obligation	or	any	property	constituting	direct	or	indirect	security	therefor,	(ii)	to	advance	or	supply	funds	(x)	for	the	purchase	or
payment	of	any	such	primary	obligation	or	(y)	to	maintain	working	capital	or	equity	capital	of	the	primary	obligor	or	otherwise	to	maintain
the	net	worth	or	solvency	of	the	primary	obligor	for	the	purpose	of	assuring	the	owner	of	any	such	primary	obligation	of	the	ability	of	the
primary	obligor	to	make	payment	of	such	primary	obligation,	(iii)	to	purchase	property,	securities	or	services	primarily	for	the	purpose	of
assuring	the	owner	of	any	such	primary	obligation	of	the	ability	of	the	primary	obligor	to	make	payment	of	such	primary	obligation	or


key: chroma:document
string_value:
(iv)	otherwise	to	assure	or	hold	harmless	the	holder	of	such	primary	obligation	against	loss	in	respect	thereof;	
provided
,	
however
,	that	the
term	Contingent	Obligation	shall	not	include	endorsements	of
17


key: chroma:document
string_value:
instruments	for	deposit	or	collection	in	the	ordinary	course	of	business.		The	amount	of	any	Contingent	Obligation	shall	be	deemed	to	be
an	amount	equal	to	the	lesser	of	(x)	the	stated	or	determinable	amount	of	the	primary	obligation	in	respect	of	which	such	Contingent
Obligation	is	made	or,	if	not	stated	or	determinable,	the	maximum	reasonably	anticipated	liability	in	respect	thereof	(assuming	such
Person	is	required	to	perform	thereunder)	as	determined	by	such	Person	in	good	faith	and	(y)	the	maximum	amount	for	which	the
guaranteeing	person	may	be	liable	pursuant	to	the	terms	of	the	instrument	embodying	such	primary	obligation.
“
Controlled	Securities	Account
”	shall	mean	a	securities	account	of	a	Credit	Party	subject	to	a	Cash	Management	Control
Agreement.
“
Convertible	Notes	Maturity	Default
”	shall	mean	the	occurrence	of	any	of	the	following	events:	(i)	any	of	the	Company’s	2021
Convertible	Notes	shall	be	outstanding	on	January	1,	2021	and	the	sum	of	Unrestricted	and	Available	cash	and	Cash	Equivalents	of	the
Company	and	its	Subsidiaries	and	Excess	Availability	as	of	such	date	is	not	in	excess	of	the	principal	amount	of	2021	Convertible	Notes
then	outstanding	
plus	$400,000,000	
or	(ii)	any	of	the	Company’s	2022	Convertible	Notes	are	outstanding	on	January	15,	2022	and	the	sum
of	Unrestricted	and	Available	cash	and	Cash	Equivalents	of	the	Company	and	its	Subsidiaries	and	Excess	Availability	as	of	such	date	is	not
in	excess	of	the	principal	amount	of	2022	Convertible	Notes	then	outstanding
	plus	$400,000,000
.
“
Core	Deposit	Accounts


key: chroma:document
string_value:
.
“
Core	Deposit	Accounts
”	shall	mean,	collectively,	the	Core	U.S.	Deposit	Accounts
	and
,
	
the	Core	Dutch	Deposit	Accounts
	and	the
Core	UK	Deposit	Accounts
.
“
Core	Dutch	Deposit	Account
”	shall	have	the	meaning	provided	in	Section	5.03(c).
“Core	UK	Deposit	Account”	shall	have	the	meaning	provided	in	Section	5.03(d).
“
Core	U.S.	Deposit	Account
”	shall	have	the	meaning	provided	in	Section	5.03(b).
“Corresponding	Tenor”	with	respect	to	any	Available	Tenor	shall	mean,	as	applicable,	either	a	tenor	(including	overnight)	or	an
interest	payment	period	having	approximately	the	same	length	(disregarding	business	day	adjustment)	as	such	Available	Tenor.
“
Credit	Account
”	shall	have	the	meaning	provided	in	Section	5.03(
f
h
).
“Covered	Entity”	shall	mean	any	of	the	following:
	
(i)
a	“covered	entity”	as	that	term	is	defined	in,	and	interpreted	in	accordance	with,	12	C.F.R.	§	252.82(b);
	
(ii)
a	“covered	bank”	as	that	term	is	defined	in,	and	interpreted	in	accordance	with,	12	C.F.R.	§	47.3(b);	or
	
(iii)
a	“covered	FSI”	as	that	term	is	defined	in,	and	interpreted	in	accordance	with,	12	C.F.R.	§	382.2(b).
“Covered	Party”	shall	have	the	meaning	provided	in	Section	13.26.
“
Credit	Documents
”	shall	mean	this	Agreement,	each	Guaranty,	each	Security	Agreement	and,	after	the	execution	and	delivery
thereof	pursuant	to	the	terms	of	this	Agreement,	each	Note,	each
18


key: chroma:document
string_value:
Incremental	Commitment	Agreement,	each	Joinder	Agreement,	the	Intercreditor	Agreement	and	each	other	Security	Document.
“
Credit	Event
”	shall	mean	the	making	of	any	Loan	or	the	issuance,	amendment,	extension	or	renewal	of	any	Letter	of	Credit
(other	than	any	amendment,	extension	or	renewal	that	does	not	increase	the	maximum	Stated	Amount	of	such	Letter	of	Credit).
“
Credit	Party
”	shall	mean	each	U.S.	Credit	Party
	and
,
	
each	Dutch	Credit	Party
	and	each	UK	Credit	Party
.
“
Customer	Deposit	Reserve
”	shall	mean	a	reserve	established	by	the	Administrative	Agent	in	connection	with	customer	deposits
in	respect	of	motor	vehicles	that	are	in	production	(as	recorded	in	final	assembly	work	in	process	inventory),	are	Eligible	Finished	Goods
Inventory	or	are	Eligible	In-Transit	Inventory,	as	adjusted	from	time	to	time	by	the	Administrative	Agent	in	its	Permitted	Discretion.
“
Customer	Lease	Agreement
”	shall	mean	a	lease	agreement	entered	into	with	a	customer,	pursuant	to	which	such	customer
agrees	to	lease	an	Energy	Storage	System.
“Daily	Simple	SOFR”	shall	mean,	for	any	day,	SOFR,	with	the	conventions	for	this	rate	(which	will	include	a	lookback)	being
established	by	the	Administrative	Agent	in	accordance	with	the	conventions	for	this	rate	selected	or	recommended	by	the	Relevant
Governmental	Body	for	determining	“Daily	Simple	SOFR”	for	business	loans;	provided	that,	if	the	Administrative	Agent	decides	that	any
such	convention	is	not	administratively	feasible	for	the	Administrative	Agent,	then	the	Administrative	Agent	may	establish	another
convention	in	its	reasonable	discretion.
“
DB	Account


key: chroma:document
string_value:
“
DB	Account
”	shall	mean	each	DB	Netherlands	Account	and	each	DB	U.S.	Account.
“
DB	Netherlands	Account
”	shall	have	the	meaning	provided	in	Section	5.03(
e
f
).
“DB	UK	Account”	shall	have	the	meaning	provided	in	Section	5.03(g).
“
DB	U.S.	Account
”	shall	have	the	meaning	provided	in	Section	5.03(
d
e
).
“
DBNY
”	shall	mean	Deutsche	Bank	AG	New	York	Branch,	in	its	individual	capacity,	and	any	successor	corporation	by	merger,
consolidation	or	otherwise.
“
Default
”	shall	mean	any	event,	act	or	condition	which	with	notice	or	lapse	of	time,	or	both,	would	constitute	an	Event	of
Default.
“Default	Right”	shall	have	the	meaning	assigned	to	that	term	in,	and	shall	be	interpreted	in	accordance	with,	12	C.F.R.	§§
252.81,	47.2	or	382.1,	as	applicable.
“
Defaulting	Lender
”	shall	mean	any	Lender	that	(a)	has	failed,	within	two	Business	Days	of	the	date	required	to	be	funded	or
paid,	to	(i)	fund	its	portion	of	any	Borrowing	(including	a	Mandatory	Borrowing),	(ii)	fund	any	portion	of	its	participations	in	Letters	of
Credit	or	(iii)	pay	over	to	any	Lender	Party	any	other	amount	required	to	be	paid	by	it	hereunder,	unless,	in	the	case	of	clause	(i)	above,
such	Lender	notifies	the	Administrative	Agent	in	writing	that	such	failure	is	the	result	of	such	Lender’s	good	faith	determination	that	a
condition	precedent	to	funding	(specifically	identified	and	including	the	particular	default,	if	any)	has	not	been	satisfied,	(b)	has	notified


key: chroma:document
string_value:
the	Company	or	any	Lender	Party	in	writing	(and	such	Lender	Party	has	notified	the	Company	or	the	Administrative	Agent	thereof	in
writing),	or	has	made	a	public	statement	to	the	effect,	that	it	does	not	intend	or	expect	to	comply	with	any	of	its
19


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string_value:
funding	obligations	under	this	Agreement	(unless	such	writing	or	public	statement	indicates	that	such	position	is	based	on	such	Lender’s
good	faith	determination	that	a	condition	precedent	(specifically	identified	and	including	the	particular	default,	if	any)	to	funding	a	loan
under	this	Agreement	cannot	be	satisfied)	or	generally	under	other	agreements	in	which	it	commits	to	extend	credit,	(c)	has	failed,	within
three	Business	Days	after	request	by	the	Administrative	Agent,	an	Issuing	Lender	or	the	Swingline	Lender,	acting	in	good	faith,	to	provide
a	certification	in	writing	from	an	authorized	officer	of	such	Lender	that	it	will	comply	with	its	obligations	(and	is	financially	able	to	meet
such	obligations)	to	fund	prospective	Loans	and	participations	in	then	outstanding	Letters	of	Credit	and	Swingline	Loans	under	this
Agreement,	
provided
	that	such	Lender	shall	cease	to	be	a	Defaulting	Lender	pursuant	to	this	clause	(c)	upon	the	receipt	by	the
Administrative	Agent,	the	applicable	Issuing	Lender	or	the	Swingline	Lender,	as	applicable,	of	such	certification	in	form	and	substance
satisfactory	to	it	and	the	Administrative	Agent,	(d)	has,	or	has	a	direct	or	indirect	parent	company	that	has,	become	the	subject	of	a
Bankruptcy	Event,	or	(e)	has,	or	has	a	direct	or	indirect	parent	company	that	has,	become	the	subject	of	a	Bail-In	Action.	
“
Deposit	Account
”	shall	mean	a	demand,	time,	savings,	passbook	or	like	account	with	a	bank,	savings	and	loan	association,
credit	union	or	like	organization.
“
Designated	Cash
”	shall	mean,	at	any	time,	the	U.S.	Dollar	Equivalent	of	the	aggregate	amount	of	U.S.	Dollars	and	Cash


key: chroma:document
string_value:
Equivalents	of	the	U.S.	Borrowers	and	U.S.	Guarantors	that	is	(a)	Unrestricted,	(b)	deposited	in	a	Deposit	Account	or	securities	account
located	in	the	United	States	that	is	subject	to	a	Cash	Management	Control	Agreement	in	favor	of	the	Administrative	Agent,	(c)	subject	to	a
First	Priority	Lien	in	favor	of	the	Collateral	Agent	on	behalf	of	the	Secured	Creditors,	(d)	subject	to	no	other	Liens	other	than	Permitted
Cash	Management	Liens	and	(e)	not	Eligible	U.S.	Cash	and	Cash	Equivalents.
“
Dilution	Percentage
”	shall	mean	the	average	of	the	rolling	twelve	month	dilution	percentages,	calculated	to	the	first	decimal
place,	determined	for	the	Company’s	most	recently	completed	twelve	month	period,	which	shall	be	measured	at	the	end	of	the	second
month	of	each	fiscal	quarter	of	the	Company	most	recently	ended.		The	dilution	percentage	shall	equal	(a)	in	respect	of	the	U.S.
Borrowers,	the	proportion	of	(i)	bad	debt	write-downs	or	write-offs,	discounts,	returns,	promotions,	credits,	credit	memos,	and	other
dilutive	items	with	respect	to	Accounts	of	the	U.S.	Borrowers	for	such	twelve	monthly	period,	divided	by	(ii)	gross	billings	of	the	U.S.
Borrowers	for	such	twelve	monthly	period	and	(b)	in	respect	of	the	Dutch	Borrowers,	the	proportion	of	(i)	bad	debt	write-downs	or	write-
offs,	discounts,	returns,	promotions,	credits,	credit	memos,	and	other	dilutive	items	with	respect	to	Accounts	of	the	Dutch	Borrowers	for
such	twelve	monthly	period,	divided	by	(ii)	gross	billings	of	the	Dutch	Borrowers	for	such	twelve	monthly	period.
“


key: chroma:document
string_value:
“
Dilution	Reserve
”	shall	mean	a	reserve	against	the	applicable	Borrowing	Base	in	an	amount	equal	to	the	percentage
(calculated	to	the	first	decimal	place)	that	the	Dilution	Percentage	exceeds	5%.
“
Disclosure	Letter
”	shall	mean	the	disclosure	letter,	dated	as	of	the	Effective	Date,	delivered	by	Company	to	the	Administrative
Agent	for	the	benefit	of	the	Lenders.
“
Dividend
”	shall	mean,	with	respect	to	any	Person,	that	such	Person	has	declared	or	paid	a	dividend	or	distribution	or	returned
any	equity	capital	to	its	stockholders,	partners	or	members	in	their	capacity	as	such	or	authorized	or	made	any	other	distribution,	payment
or	delivery	of	property	(
in	each	case
	other	than	common	Equity	Interests	of	such	Person	or	Preferred	Equity	of	such	Person	meeting	the
requirements	of	Qualified	Preferred	Stock)	or	cash	to	its	stockholders,	partners	or	members	in	their	capacity	as	such,	or	redeemed,
retired,	purchased	or	otherwise	acquired,	directly	or	indirectly,	for	a	consideration	any	shares	of	any	class	of	its	capital	stock	or	any	other
Equity	Interests	outstanding	on	or	after	the	Effective	Date,	or	set	aside	any	funds	for	any	of	the	foregoing	purposes,	or	shall	have
permitted	any	of	its	Subsidiaries	to	purchase	or	otherwise	acquire	for	a	consideration	any	shares	of	any	class	of	the
20


key: chroma:document
string_value:
capital	stock	or	any	other	Equity	Interests	of	such	Person	outstanding	on	or	after	the	Effective	Date.		Without	limiting	the	foregoing,
“Dividends”	with	respect	to	any	Person	shall	also	include	all	payments	made	or	required	to	be	made	by	such	Person	to	any	other	Person
(solely	in	such	other	Person’s	capacity	as	an	equity	holder	of	such	Person)	with	respect	to	any	stock	appreciation	rights,	plans,	equity
incentive	or	achievement	plans	or	any	similar	plans	or	setting	aside	of	any	funds	for	the	foregoing	purposes.		For	the	avoidance	of	doubt,
no	conversion	or	Net	Share	Settlement	of	Permitted	Convertible	Notes	or	the	SolarCity	Convertible	Notes,	nor	the	purchase,	sale	or
performance	of	obligations	under	any	Issuer	Option	shall	constitute	a	Dividend.
“
Dividing	Person
”	shall	have	the	meaning	provided	in	the	definition	of	Division.
“
Division
”	shall	mean	the	statutory	division	of	the	assets,	liabilities	and/or	obligations	of	a	Person	(the	“
Dividing	Person
”)
among	two	or	more	Persons	(whether	pursuant	to	a	“plan	of	division”	or	similar	arrangement)	pursuant	to	the	applicable	limited	liability
company	statutes,	which	may	or	may	not	include	the	Dividing	Person	and	pursuant	to	which	the	Dividing	Person	may	or	may	not	survive.
“
Domestic	Subsidiary
”	of	any	Person	shall	mean	any	Subsidiary	of	such	Person	incorporated	or	organized	in	the	United	States
or	any	State	thereof	or	the	District	of	Columbia	(other	than	(i)	any	such	Subsidiary	where	all	or	substantially	all	of	its	assets	consist	of


key: chroma:document
string_value:
Equity	Interests	of	one	or	more	Foreign	Subsidiaries	(for	this	purpose,	determined	without	giving	effect	to	this	parenthetical)	that	are
controlled	foreign	corporations	as	defined	in	Section	957	of	the	Code	or	intercompany	obligations	owed	or	treated	as	owed	by	one	or	more
Foreign	Subsidiaries	that	are	controlled	foreign	corporations	as	defined	in	Section	957	of	the	Code	and	(ii)	any	Domestic	Subsidiary	that	is
a	direct	or	indirect	Subsidiary	of	a	Foreign	Subsidiary).
“
Dominion	Period
”	shall	mean	any	period	(a)	commencing	on	the	date	on	which	(x)	an	Event	of	Default	has	occurred	and	is
continuing	or	(y)	Excess	Availability	is	less	than	the	greater	of	(i)	10%	of	Availability	at	such	time	and	(ii)	$80,000,000	for	a	period	of	five
consecutive	Business	Days	and	(b)	ending	on	the	first	date	thereafter	on	which	(1)	no	Event	of	Default	exists	and	(2)	in	the	case	of	a
Dominion	Period	commencing	as	a	result	of	clause	(a)(y)	above,	Excess	Availability	has	been	equal	to	or	greater	than	the	greater	of	(i)	10%
of	Availability	at	such	time	and	(ii)	$80,000,000	for	30	consecutive	days.
“
Drawing
”	shall	have	the	meaning	provided	in	Section	3.05(b).
“DTTP	Passport”	shall	have	the	meaning	provided	in	Section	5.04(e)(iv).
“
Dutch	Borrower
”	and	“
Dutch	Borrowers
”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“
Dutch	Borrower	Loans
”	shall	mean	each	Dutch	Borrower	Revolving	Loan	and	each	Dutch	Borrower	Swingline	Loan.
“


key: chroma:document
string_value:
“
Dutch	Borrower	Obligations
”	shall	mean	all	Obligations	owing	to	the	Administrative	Agent,	the	Collateral	Agent,	any	Issuing
Lender	or	any	Lender	by	any	Dutch	Borrower.
“
Dutch	Borrower	Revolving	Loan
”	shall	have	the	meaning	provided	in	Section	2.01(a).
“
Dutch	Borrower	Revolving	Note
”	shall	have	the	meaning	provided	in	Section	2.05
(a)
.
“
Dutch	Borrower	Swingline	Loan
”	shall	have	the	meaning	provided	in	Section	2.01(b).
21


key: chroma:document
string_value:
“
Dutch	Borrower	Swingline	Note
”	shall	have	the	meaning	provided	in	Section	2.05
(a)
.
“
Dutch	Borrowing	Base
”	shall	mean,	as	of	any	date	of	calculation,	the	amount	calculated	pursuant	to	the	Borrowing	Base
Certificate	most	recently	delivered	to	the	Administrative	Agent	in	accordance	with	Section	9.01(h)	equal	to,	without	duplication:
(a)
the	sum	of
:
(i)
100%	of	the	U.S.	Dollar	Equivalent	of	Eligible	Dutch	Cash	and	Cash	Equivalents	(the	“
Dutch	Cash
Contribution
”),
(ii)
85%	of	Eligible	Dutch	Accounts,
(iii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	Dutch	Vendor	In-Transit
Inventory,
(iv)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	Dutch	Raw	Materials	Inventory
(other	than	Eligible	Dutch	Vendor	In-Transit	Inventory)
,
(v)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	Dutch	WIP	Inventory,
(vi)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	Dutch	Service	Parts	Inventory
;
,
(vii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	Dutch	Finished	Goods
Inventory
,
	and
(viii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	Dutch	In-Transit	Inventory
,
;
minus
(b)
the	sum	(without	duplication)	of	any	Reserves	(including	the	Dutch	Priority	Payables	Reserve	and	without
duplication	of	any	Inventory	Reserve)	then	established	by	the	Administrative	Agent	with	respect	to	the	Dutch	Borrowing	Base;
provided
,	
however


key: chroma:document
string_value:
provided
,	
however
,	that	(i)	Eligible	Dutch	Inventory	shall	only	be	included	in	the	Dutch	Borrowing	Base	to	the	extent	that	the
Administrative	Agent	shall	have	received	an	Acceptable	Appraisal	in	respect	of	such	Eligible	Dutch	Inventory	and	(ii)	the	Eligible
Inventory	included	in	the	Borrowing	Base	pursuant	to	clauses	(a)(iii)	through	(viii)	above	shall	be	calculated	net	of	any	applicable
Inventory	Reserves.		The	Administrative	Agent	shall	have	the	right	(but	no	obligation)	to	review	such	computations	and	if,	in	its	Permitted
Discretion,	such	computations	have	not	been	calculated	in	accordance	with	the	terms	of	this	Agreement,	the	Administrative	Agent	shall
have	the	right	to	correct	any	such	errors	in	such	manner	as	it	shall	determine	in	its	Permitted	Discretion	and	the	Administrative	Agent	will
notify	the	Company	promptly	after	making	any	such	correction.
“
Dutch	Cash	Contribution
”	shall	have	the	meaning	provided	in	the	definition	of	Dutch	Borrowing	Base.
“
Dutch	Civil	Code
”	shall	mean	the	Dutch	Civil	Code	(
Burgerlijk	Wetboek
).		
“
Dutch	Collection	Banks
”	shall	have	the	meaning	provided	in	Section	5.03(c).
22


key: chroma:document
string_value:
“
Dutch	Corresponding	Debt
”	shall	mean	the	Obligations	of	a	Dutch	Credit	Party	under	or	in	connection	with	the	Credit
Documents.
“
Dutch	Credit	Parties
”	shall	mean	each	Dutch	Borrower	and	each	Dutch	Subsidiary	Guarantor.
“
Dutch	General	Security	Agreement
”	shall	mean	the	Dutch	Security	Agreement,	dated	as	of	the	Effective	Date,	in	the	form	of
Exhibit	I-3,	as	amended,	modified,	restated	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and	thereof.
“
Dutch	Guarantors
”	shall	mean	and	include	each	Dutch	Borrower	(in	its	capacity	as	a	guarantor	under	the	Dutch	Guaranty)	and
each	Dutch	Subsidiary	Guarantor.
“
Dutch	Guaranty
”	shall	mean	the	Dutch	Guaranty,	dated	as	of	the	Effective	Date,	in	the	form	of	Exhibit	G-1,	as	amended,
modified,	restated	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and	thereof.
“
Dutch	Insolvency	Law
”
shall	mean	any	of	
Faillissementswet,	Insolventieverordening	(EC)	1346/2000	
and
	Invorderingswet	1990
,
each	as	now	and	hereafter	in	effect,	and	any	successors	to	such	statutes	and	any	proceeding	under	applicable	corporate	law	seeking	an
arrangement	or	compromise	of	any	debts	of	the	corporation,	or	a	stay	of	proceedings	to	enforce	any	claims	of	the	corporation’s	creditors
against	it.
“
Dutch	Inventory	Security	Agreement
”	shall	mean	the	Security	Agreement	(Inventory),	dated	as	of	the	Effective	Date,	in	the


key: chroma:document
string_value:
form	of	Exhibit	I-1,	as	amended,	modified,	restated	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and
thereof.
“
Dutch	Parallel	Debt
”	shall	have	the	meaning	provided	in	Section	12.12(a).
“
Dutch	Priority	Payables
”	shall	mean,	at	any	time,	with	respect	to	any	Credit	Party	which	has	employees	in	the	Netherlands	or
otherwise	carries	on	business	in	the	Netherlands	or	which	leases,	sells	or	otherwise	owns	goods	in	the	Netherlands	or	has	Accounts	with
Account	Debtors	located	in	the	Netherlands,	the	aggregate	amount	of	any	liabilities	of	such	Credit	Party	which	are	secured	by	a	security
interest,	pledge,	lien,	charge,	right	or	claim	on	any	Collateral	or	the	holder	of	which	enjoys	a	right,	in	each	case,	pursuant	to	any
applicable	law,	rule	or	regulation	and	which	trust,	security	interest,	pledge,	lien,	charge,	right	or	claim	ranks	or	is	capable	of	ranking	in
priority	to	or	pari	passu	with	one	or	more	of	the	Liens	granted	in	the	Security	Documents.
“
Dutch	Priority	Payables	Reserve
”	shall	mean,	on	any	date	of	determination	for	the	Dutch	Borrowing	Base,	a	reserve
established	from	time	to	time	by	the	Administrative	Agent	in	its	Permitted	Discretion	in	such	amount	as	the	Administrative	Agent	may
reasonably	determine	in	respect	of	Dutch	Priority	Payables	of	the	Dutch	Credit	Parties.
“
Dutch	Receivables	Security	Agreement
”	shall	mean	the	Security	Agreement	(Receivables),	dated	as	of	the	Effective	Date,	in
the	form	of	Exhibit	I-2,	as	amended,	modified,	restated	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and


key: chroma:document
string_value:
thereof.
“
Dutch	Retention	of	Title	Reserve
”	shall	mean,	on	any	date	of	determination	for	the	Dutch	Borrowing	Base,	a	reserve
established	from	time	to	time	by	the	Administrative	Agent	in	its	Permitted	Discretion	for	amounts	of	any	claims	preferred	by	law	which
rank	or	are	capable	of	ranking	senior	to	the	Obligations.
23


key: chroma:document
string_value:
“
Dutch	Security	Agreements
”	shall	mean	the	Dutch	Inventory	Security	Agreement,	the	Dutch	Receivables	Security	Agreement
and	the	Dutch	General	Security	Agreement.
“
Dutch	Subsidiary
”	of	any	Person	shall	mean	any	Subsidiary	of	such	Person	incorporated,	organized,	or	established	in	the
Netherlands	or	any	province	or	territory	thereof.
“
Dutch	Subsidiary	Guarantor
”	shall	mean	each	Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	(other	than	any	Dutch	Borrower,
any	Securitization	Subsidiary,	any	Excluded	Energy	Storage	Subsidiary,	any	
Excluded	Charging	Subsidiary,	any
	Tesla	Finance	Subsidiary
and	any	Immaterial	Subsidiary),	whether	existing	on	the	Effective	Date	or	established,	created	or	acquired	after	the	Effective	Date,	in
each	case	unless	and	until	such	time	as	the	respective	Wholly-Owned	Dutch	Subsidiary	is	released	from	all	of	its	obligations	under	the
Security	Documents	to	which	it	is	a	party	in	accordance	with	the	terms	and	provisions	thereof.
“Early	Opt-in	Election”
	
shall	mean:
	
(a)	
in	the	case	of	Loans	denominated	in	U.S.	Dollars,	the	occurrence	of:
	
(i)
a	notification	by	the	Administrative	Agent	to	(or	the	request	by	the	U.S.	Borrower	to	the
Administrative	Agent	to	notify)	each	of	the	other	parties	hereto	that	at	least	five	currently	outstanding	U.S.	Dollar-
denominated	syndicated	credit	facilities	at	such	time	contain	(as	a	result	of	amendment	or	as	originally	executed)	a


key: chroma:document
string_value:
SOFR-based	rate	(including	SOFR,	a	term	SOFR	or	any	other	rate	based	upon	SOFR)	as	a	benchmark	rate	(and	such
syndicated	credit	facilities	are	identified	in	such	notice	and	are	publicly	available	for	review),	and
(ii)
the	joint	election	by	the	Administrative	Agent	and	the	U.S.	Borrower	to	trigger	a	fallback	from
LIBO	Rate	and	the	provision	by	the	Administrative	Agent	of	written	notice	of	such	election	to	the	Lenders;	and
(b)	
in	the	case	of	Loans	denominated	in	any	Available	Currency	(other	than	U.S.	Dollars),	the	occurrence	of:
	
(i)	
(x)	a	determination	by	the	Administrative	Agent	or	(y)	a	notification	by	the	Required	Lenders	to
the	Administrative	Agent	(with	a	copy	to	the	U.S.	Borrower)	that	the	Required	Lenders	have	determined	that
syndicated	credit	facilities	denominated	in	the	applicable	Available	Currency	being	executed	at	such	time,	or	that
include	language	similar	to	that	contained	in	Section	2.10	are	being	executed	or	amended,	as	applicable
,	to
incorporate	or	adopt	a	new	benchmark	interest	rate	to	replace	the	Relevant	Rate,	and
(ii)	
(x)	the	election	
by	the	Administrative	Agent	or	(y)	the	election	by	the	Required	Lenders,	in	either
case,	in	consultation	with	the	Company,	to	declare	that	an	Early	Opt-in	Election	has	occurred	and	the	provision,	as
applicable,	by	the	Administrative	Agent	of	written	notice	of	such	election	to	the	U.S.	Borrower	and	the	Lenders	or	by
the	Required	Lenders	of	written	notice	of	such	election	to	the	Administrative	Agent.
“
ECP
”	shall	have	the	meaning	set	forth	in	the	definition	of	Excluded	Swap	Obligation.
“
EEA	Financial	Institution


key: chroma:document
string_value:
“
EEA	Financial	Institution
”	shall	mean	(a)	any	credit	institution	or	investment	firm	established	in	any	EEA	Member	Country
which	is	subject	to	the	supervision	of	an	EEA	Resolution	Authority,	(b)	any
24


key: chroma:document
string_value:
entity	established	in	an	EEA	Member	Country	which	is	a	parent	of	an	institution	described	in	clause	(a)	of	this	definition,	or	(c)	any
financial	institution	established	in	an	EEA	Member	Country	which	is	a	subsidiary	of	an	institution	described	in	clauses	(a)	or	(b)	of	this
definition	and	is	subject	to	consolidated	supervision	with	its	parent.
“
EEA	Member	Country
”	shall	mean	any	of	the	member	states	of	the	European	Union,	Iceland,	Liechtenstein,	and	Norway.
“
EEA	Resolution	Authority
”	shall	mean	any	public	administrative	authority	or	any	person	entrusted	with	public	administrative
authority	of	any	EEA	Member	Country	(including	any	delegee)	having	responsibility	for	the	resolution	of	any	EEA	Financial	Institution.		
“
Effective	Date
”	shall	have	the	meaning	provided	in	Section	
13.10
13.11
.	For	avoidance	of	doubt,	the	Effective	Date	occurred	on
June	10,	2015.
“
Eligible	Accounts
”	shall	mean	each	Account	(other	than	Rental	Accounts	and	Accounts	in	respect	of	the	sale	of	solar	panels	or
solar	shingles)	created	by	any	of	the	Borrowers	
other	than	the	UK	Borrowers
	in	the	ordinary	course	of	its	business,	that	arises	out	of	its
sale	of	goods	or	its	rendition	of	services	or	that	is	a	Permitted	Bank	Financing	Account,	that	complies	in	all	material	respects	with	each	of
the	representations	and	warranties	respecting	Eligible	Accounts	made	in	the	Credit	Documents,	that	are	reflected	in	the	most	recent
Borrowing	Base	Certificate	delivered	to	the	Administrative	Agent	pursuant	to	Section	9.01(h)	and	that	are	not	excluded	as	ineligible	by


key: chroma:document
string_value:
virtue	of	one	or	more	of	the	excluding	criteria	set	forth	below;	
provided
,	
however
,	that	such	criteria	may	only	be	revised	or	any	new
criteria	for	Eligible	Accounts	may	only	be	established	by	the	Administrative	Agent	in	its	Permitted	Discretion	based	on	either	(i)	an	event,
condition	or	other	circumstance	arising	after	the	date	hereof,	or	(ii)	an	event,	condition	or	other	circumstance	existing	on	the	date	hereof
to	the	extent	the	Administrative	Agent	has	no	written	notice	thereof	from	a	Borrower	prior	to	the	date	hereof,	in	either	cause	under	clause
(i)	or	(ii)	which	adversely	affects	or	could	reasonably	be	expected	to	adversely	affect	the	value	or	collectability	of	the	Accounts	as
determined	by	the	Administrative	Agent	in	its	Permitted	Discretion.		In	determining	the	amount	to	be	included,	Eligible	Accounts	shall	be
calculated	net	of	unapplied	cash,	any	and	all	returns,	accrued	rebates,	discounts	(which	may,	at	the	Administrative	Agent’s	option	in	its
Permitted	Discretion,	be	calculated	on	shortest	terms),	credits	or	allowances	of	any	nature	at	any	time	issued,	owing,	claimed	by	Account
Debtors,	granted,	outstanding	or	payable	in	connection	with	such	Accounts	at	such	time.		Eligible	Accounts	shall	not	include	the	following:
(a)
Accounts	which	either	(x)	are	more	than	90	days	past	due	or	(y)	are	unpaid	more	than	120	days	after	the
original	invoice	date;	
provided
	that	a	Permitted	Bank	Financing	Account	shall	not	be	eligible	if	it	is	(i)	more	than	30	days	past
due	or	(ii)	unpaid	more	than	45	days	after	the	original	invoice	date;


key: chroma:document
string_value:
provided	further	that		an	Account	in	respect	of	sales	of
Environmental	Attributes	shall	not	be	eligible	if	(x)	such	Account	(or	a	portion	thereof)	is	more	than	90	days	past	due	or	(y)	such
Account	(or	a	portion	thereof)	is	unpaid	more	than	150	days	after	the	original	invoice	date;
(b)
Accounts	owed	by	an	Account	Debtor	where	50%	or	more	of	the	total	amount	of	all	Accounts	owed	by	that
Account	Debtor	are	deemed	ineligible	under	clause	(a)(x)	above	or	clause	(i)	of	the	proviso	to	clause	(a)	above;
(c)
Accounts	with	respect	to	which	the	Account	Debtor	is	(i)	an	Affiliate	of	any	Credit	Party	(other	than	any
Affiliate	set	forth	on	Schedule	1.01(e)	to	the	Disclosure	Letter)	or	(ii)	an	employee	or	agent	(other	than	bona	fide	resellers)	of
any	Credit	Party;
25


key: chroma:document
string_value:
(d)
Accounts	arising	in	a	transaction	wherein	goods	are	placed	on	consignment	or	are	sold	pursuant	to	a
guaranteed	sale,	a	sale	or	return,	a	sale	on	approval,	a	bill	and	hold,	or	any	other	terms	by	reason	of	which	the	payment	by	the
Account	Debtor	may	be	conditional	(although	the	portion	(if	any)	of	the	Accounts	in	excess	of	the	amount	at	any	time	and	from
time	to	time	subject	to	a	Reserve	for	returns	in	the	ordinary	course	of	business	may	be	deemed	Eligible	Accounts);
(e)
Accounts	that	are	not	payable	in	U.S.	Dollars
,	
provided
	that	Eligible	Accounts	of	any	Dutch	Borrower	also
may	be	payable	in
	
or
	Euros;
(f)
Accounts	with	respect	to	which	the	Account	Debtor	is	a	Person	other	than	a	Governmental	Authority
unless:		(i)	the	Account	Debtor	(A)	is	a	natural	person	with	a	billing	address	in	the	United	States	or	an	Acceptable	Jurisdiction,
(B)	maintains	its	Chief	Executive	Office	in	the	United	States	or	an	Acceptable	Jurisdiction,	or	(C)	is	organized	under	the	laws	of
the	United	States	or	an	Acceptable	Jurisdiction	or	any	state,	province,	territory	or	other	subdivision	thereof;	(ii)	the	Account	is
supported	by	an	irrevocable	letter	of	credit	satisfactory	to	the	Administrative	Agent,	in	its	Permitted	Discretion	(as	to	form,
substance,	and	issuer	or	domestic	confirming	bank),	that	has	been	delivered	to	the	Administrative	Agent	and	is	directly
drawable	by	the	Administrative	Agent,	or	(iii)	such	Account	is	subject	to	credit	insurance	payable	to	the	Administrative	Agent


key: chroma:document
string_value:
issued	by	an	insurer	and	on	terms	and	in	an	amount	(net	of	any	applicable	deductibles)	deemed	acceptable	to	the
Administrative	Agent	in	its	Permitted	Discretion;	
provided
	that	this	clause	(f)	shall	not	exclude	any	Accounts	(other	than
Permitted	Bank	Financing	Accounts)	of	a	Permitted	Foreign	Account	Debtor	that	would	otherwise	constitute	Eligible	Accounts;
(g)
Accounts	with	respect	to	which	the	Account	Debtor	is	the	government	of	any	country	or	sovereign	state
other	than	the	United	States,	or	of	any	state,	province,	municipality,	or	other	political	subdivision	thereof,	or	of	any	department,
agency,	public	corporation,	or	other	instrumentality	thereof,	unless	the	Account	is	supported	by	an	irrevocable	letter	of	credit
satisfactory	to	the	Administrative	Agent,	in	its	Permitted	Discretion	(as	to	form,	substance,	and	issuer	or	domestic	confirming
bank),	that	has	been	delivered	to	the	Administrative	Agent	and	is	directly	drawable	by	the	Administrative	Agent;
(h)
Accounts	with	respect	to	which	the	Account	Debtor	is	the	federal	government	of	the	United	States	or	any
department,	agency	or	instrumentality	of	the	United	States	(exclusive	of	Accounts	with	respect	to	which	the	applicable
Borrower	has	complied,	to	the	reasonable	satisfaction	of	the	Administrative	Agent,	with	the	Assignment	of	Claims	Act	of	1940
(31	USC	Section	3727));
(i)
Accounts	with	respect	to	which	the	Account	Debtor	is	any	state	government	of	the	United	States	or	any
department,	agency,	municipality	or	political	subdivision	thereof	(exclusive,	however,	of	Accounts	with	respect	to	which	the


key: chroma:document
string_value:
applicable	Borrower	has	complied,	to	the	reasonable	satisfaction	of	the	Administrative	Agent,	with	the	state	law	(if	any)	that	is
the	substantial	equivalent	of	the	Assignment	of	Claims	Act	of	1940	(31	USC	Section	3727)),	unless	the	Account	is	supported	by
an	irrevocable	letter	of	credit	satisfactory	to	the	Administrative	Agent,	in	its	Permitted	Discretion	(as	to	form,	substance,	and
issuer	or	domestic	confirming	bank),	that	has	been	delivered	to	the	Administrative	Agent	and	is	directly	drawable	by	the
Administrative	Agent;
(j)
(i)	Accounts	with	respect	to	which	the	Account	Debtor	is	a	creditor	of	any	Credit	Party	or	any	Subsidiary	of	a
Credit	Party	and	such	Account	Debtor	has	asserted	in	writing	a	right
26


key: chroma:document
string_value:
of	setoff,	or	has	disputed	its	obligation	to	pay	all	or	any	portion	of	the	Account,	to	the	extent	of	such	claim,	right	of	setoff,	or
dispute,	(ii)	Accounts	which	are	subject	to	a	rebate	that	has	been	earned	but	not	taken	or	a	chargeback,	to	the	extent	of	such
rebate	or	chargeback,	(iii)	that	portion	of	Accounts	that	constitute	service	charges,	late	fees	or	finance	charges	and	(iv)
Accounts	less	than	120	days	past	the	original	invoice	date	related	to	invoices	that	have	been	partially	paid	unless	the	Company
reasonably	believes	in	good	faith	that	such	Accounts	will	be	fully	paid	and	such	Accounts	are	not	otherwise	excluded	from	being
Eligible	Accounts;
(k)
Accounts	with	respect	to	an	Account	Debtor	
(other	than	any	Account	Debtor	that	has	an	Investment	Grade
Rating)
	
whose	total	obligations	owing	to	the	Borrowers	exceed	
20
25
%	(such	percentage,	as	applied	to	a	particular	Account
Debtor,	being	subject	to	reduction	
or	increase
	
by	the	Administrative	Agent,	in	each	case	in	its	Permitted	Discretion
,	if	the
creditworthiness	of	such	Account	Debtor	deteriorates	or	is	otherwise	unacceptable	to	the	Administrative	Agent
)	of	all	Eligible
Accounts,	to	the	extent	of	the	obligations	owing	by	such	Account	Debtor	in	excess	of	such	percentage;	
provided
,	
however
,	that,
in	each	case,	the	amount	of	Eligible	Accounts	that	are	excluded	because	they	exceed	the	foregoing	percentage	shall	be
determined	by	the	Administrative	Agent	based	on	all	of	the	otherwise	Eligible	Accounts	prior	to	giving	effect	to	any	eliminations
based	upon	the	foregoing	concentration	limit;	
provided
	that


key: chroma:document
string_value:
provided
	that	
the	foregoing	percentage	shall	be
	
(x)	in	respect	of	any	Specified
Account	Debtor,	the	
foregoing	percentage	shall	be	the
	
percentage	set	forth	on	Schedule	1.01(c)	to	the	Disclosure	Letter	with
respect	to	such	Specified	Account	Debtor	(as	such	Schedule	may	be	updated	from	time	to	time	in	the	Permitted	Discretion	of
the	Administrative	Agent	with	written	notice	to	the	Company)
	and
,
	
(y)	in	respect	of	any	Account	Debtor	that	has	an	Investment
Grade	Rating,	
the	foregoing	percentage	shall	be	50%	(with	such	percentage	being	subject	to	reduction	by	the	Administrative
Agent	in	its	Permitted	Discretion)	and	(z)	in	respect	of	any	Account	Debtor	that	has	a	rating	equal	to	or	between	Ba3	to	Ba1	(or
the	equivalent)	by	Moody’s	and	BB-	to	BB+	(or	the	equivalent)	by	S&P	(or	the	equivalent	rating	by	any	other	securities	rating
organization	nationally	recognized	in	the	United	States),	the	foregoing	percentage	shall	be
	
40%	(with	such	percentage	being
subject	to	reduction	by	the	Administrative	Agent	in	its	Permitted	Discretion
	as	set	forth	in	the	immediately	preceding
parenthetical
)
.
;
(l)
Accounts	(w)	with	respect	to	which	(i)	an	Insolvency	Proceeding	has	been	commenced	by	or	against	the
Account	Debtor	(or,	to	the	knowledge	of	a	Responsible	Officer	of	any	Borrower,	a	controlling	Affiliate	thereof)	or	(ii)	the
Account	Debtor	(or,	to	the	knowledge	of	a	Responsible	Officer	of	any	Borrower,	such	controlling	Affiliate)	has	failed,	has


key: chroma:document
string_value:
suspended	or	ceased	doing	business,	or,	to	the	knowledge	of	a	Responsible	Officer	of	any	Borrower,	is	liquidating,	dissolving	or
winding	up	its	affairs	or	(iii)	the	applicable	Borrower	is	not	able	to	bring	suit	or	enforce	remedies	against	the	Account	Debtor
through	judicial	process,	(x)	the	collection	of	which	the	Administrative	Agent,	in	its	Permitted	Discretion,	believes	to	be	doubtful
by	reason	of	the	Account	Debtor’s	financial	condition,	upon	notice	thereof	to	the	Company,	or	(y)	which	have	been	placed	with	a
collection	agency;
(m)
Accounts	that	are	not	subject	to	a	valid	and	perfected	First	Priority	Lien	in	favor	of	the	Collateral	Agent
pursuant	to	a	Security	Document;
(n)
Accounts	with	respect	to	which	the	services	giving	rise	to	such	Account	have	not	been	performed,	invoiced
and/or	billed	to	the	Account	Debtor;	
provided
	that	the	foregoing	shall	not	exclude	any	Account	in	respect	of	the	sale	of	a	motor
vehicle	solely	because	a	de	minimis	portion	of	such	Account	relates	to	future	services	to	be	provided	in	respect	of	such	motor
vehicle;
(o)
Accounts	that	represent	the	right	to	receive	progress	payments	or	other	advance	billings	that	are	due	prior
to	the	completion	of	performance	by	the	applicable	Borrower	of	the
27


key: chroma:document
string_value:
subject	contract	for	goods	or	services;	
provided
	that	the	foregoing	shall	not	exclude	any	Account	in	respect	of	the	sale	of	a
motor	vehicle	solely	because	a	de	minimis	portion	of	such	Account	relates	to	future	services	to	be	provided	in	respect	of	such
motor	vehicle;
(p)
Accounts	with	respect	to	which	any	return,	rejection	or	repression	of	any	of	the	merchandise	giving	rise	to
such	Account	has	occurred;
(q)
Accounts	with	respect	to	which	the	sale	to	the	respective	Account	Debtor	is	“cash	on	delivery”;
(r)
Accounts	that	are	evidenced	by	Chattel	Paper	or	an	instrument	of	any	kind	or	have	been	reduced	to	a
judgment;
(s)
Accounts	with	respect	to	which	the	applicable	Borrower	has	made	any	agreement	with	any	Account	Debtor
for	any	deduction	therefrom	(but	only	to	the	extent	of	such	deductions	from	time	to	time),	except	for	discounts	or	allowances
made	in	the	ordinary	course	of	business	for	prompt	payment	and	except	for	volume	discounts,	all	of	which	discounts	or
allowances	are	reflected	in	the	calculation	of	the	face	value	of	each	respective	invoice	related	thereto	and	except	for	returns,
rebates	or	credits	reflected	in	the	calculation	of	the	face	value	of	each	such	amount;
(t)
Accounts	that	are	not	payable	to	a	U.S.	Borrower	or	
a
	Dutch	Borrower,	as	applicable;
(u)
Accounts	to	the	extent	representing	unapplied	cash	balances;	or
(v)
Accounts	that	are	otherwise	unacceptable	to	the	Administrative	Agent	in	its	Permitted	Discretion.
The	Administrative	Agent	shall	have	the	right	to	establish,	modify	or	eliminate	Reserves	against	Eligible	Accounts	(including	for


key: chroma:document
string_value:
estimates,	chargeback	or	other	accrued	liabilities	or	offsets	to	adjust	for	material	claims,	offsets,	defenses	or	counterclaims	or	other
material	disputes	with	an	Account	Debtor)	from	time	to	time	in	its	Permitted	Discretion;	
provided
	that	with	respect	to	facts	or	events
known	to	the	Administrative	Agent	prior	to	the	Effective	Date,	the	Administrative	Agent	may	impose	new	Reserves	only	to	reflect	a	change
in	circumstances,	events,	conditions,	contingencies	or	risks	in	respect	of	such	facts	or	events.
“
Eligible	Cash	and	Cash	Equivalents
”	shall	mean	currency	consisting	of	U.S.	Dollars	or	Euros
	or	Sterling
,	or	any	other	Cash
Equivalents,	in	each	case	that	is	(a)	Unrestricted,	(b)	deposited	in	a	Deposit	Account	or	securities	account	that	is	subject	to	a	Cash
Management	Control	Agreement	in	favor	of	the	Administrative	Agent,	(c)	subject	to	a	First	Priority	Lien	in	favor	of	the	Collateral	Agent	on
behalf	of	the	Secured	Creditors	and	(d)	subject	to	no	other	Liens	other	than	Permitted	Cash	Management	Liens.
“
Eligible	Dutch	Accounts
”	shall	mean	the	Eligible	Accounts	owned	by	any	Dutch	Borrower.
“
Eligible	Dutch	Cash	and	Cash	Equivalents
”	shall	mean	the	Eligible	Cash	and	Cash	Equivalents	owned	by	any	Dutch	Borrower
that	is	reflected	in	the	most	recent	Borrowing	Base	Certificate	delivered	to	the	Administrative	Agent	pursuant	to	Section	9.01(h).
“
Eligible	Dutch	Finished	Goods	Inventory
”	shall	mean	the	Eligible	Finished	Goods	Inventory	owned	by	any	Dutch	Borrower.
28


key: chroma:document
string_value:
“
Eligible	Dutch	In-Transit	Inventory
”	shall	mean	the	Eligible	In-Transit	Inventory	owned	by	any	Dutch	Borrower.
“
Eligible	Dutch	Inventory
”	shall	mean	Eligible	Dutch	Finished	Goods	Inventory,	Eligible	Dutch	In-Transit	Inventory,	Eligible
Dutch	Raw	Materials	Inventory	and	Eligible	Dutch	WIP	Inventory.
“
Eligible	Dutch	Raw	Materials	Inventory
”	shall	mean	the	Eligible	Raw	Materials	Inventory	owned	by	any	Dutch	Borrower.
“
Eligible	Dutch	Service	Parts	Inventory
”	shall	mean	the	Eligible	Service	Parts	Inventory	owned	by	any	Dutch	Borrower.
“
Eligible	Dutch	Vendor	In-Transit	Inventory
”	shall	mean	the	Eligible	Vendor	In-Transit	Inventory	owned	by	any	Dutch	Borrower.
“
Eligible	Dutch	WIP	Inventory
”	shall	mean	the	Eligible	WIP	Inventory	owned	by	any	Dutch	Borrower.
“
Eligible	Finished	Goods	Inventory
”	shall	mean	Eligible	Inventory	consisting	of	finished	goods	available	for	sale	(as	determined
in	a	manner	acceptable	to	the	Administrative	Agent	in	its	Permitted	Discretion	and	consistent	with	past	practices).
“
Eligible	In-Transit	Inventory
”	shall	mean	all	Eligible	Inventory	(other	than	Eligible	Raw	Materials	Inventory):
(a)
for	which	title	remains	with	the	applicable	Borrower,
(b)
which	is	fully	insured	in	such	amounts,	with	insurance	companies	and	subject	to	such	deductibles	as	are
reasonably	satisfactory	to	the	Administrative	Agent	in	its	Permitted	Discretion,
(c)
which	is	(i)	with	respect	to	Inventory	owned	by	a	U.S.	Borrower,	in-transit	in	the	United	States


key: chroma:document
string_value:
and
,
	(ii)	with
respect	to	Inventory	owned	by	a	Dutch	Borrower,	in-transit	in	the	United	States,	in	the	Netherlands,	in	Belgium	or	from	the
United	States	to	the	Netherlands	or	Belgium;	
provided
	that	any	Inventory	in	Belgium	or	in-transit	to	Belgium	shall	only	be
Eligible	Inventory	if	such	Inventory	is	subject	to	a	Perfected	Belgian	Lien
	and
,	and	(iii)	with	respect	to	Inventory	owned	by	a	UK
Borrower,	in-transit	in	the	United	States,	in-transit	in	England	and	Wales	or	from	the	United	States,	the	Netherlands	or	Belgium
to	England	and	Wales;	provided	that	(x)	any	Inventory	in	Belgium	or	in-transit	to	Belgium	shall	only	be	Eligible	Inventory	if	such
Inventory	is	subject	to	a	Perfected	Belgian	Lien,	(y)	any	Inventory	in	the	United	States	or	in-transit	from	the	United	States	shall
only	be	Eligible	Inventory	if	such	Inventory	is	subject	to	a	Perfected	U.S.	Lien	and	(z)	any	Inventory	in-transit	from	the
Netherlands	shall	only	be	Eligible	Inventory	if	such	Inventory	is	subject	to	a	Perfected	Dutch	Lien,	and
(d)
which	otherwise	would	constitute	Eligible	Inventory.
“
Eligible	Inventory
”	shall	mean	all	of	the	Inventory	owned	by	any	of	the	Borrowers	(and	for	which	the	applicable	Borrower	has
good	title	to	such	Inventory)	that	is	reflected	in	the	most	recent	Borrowing	Base	Certificate	delivered	to	the	Administrative	Agent	pursuant
to	Section	9.01(h),	except	any	Inventory	as	to	which	any	of	the	exclusionary	criteria	set	forth	below	applies.		Eligible	Inventory	shall	not
include	any	Inventory	of	a	Borrower	that:
29


key: chroma:document
string_value:
(a)
is	excess,	obsolete,	unsalable,	shopworn,	Used,	seconds,	damaged,	unfit	for	sale	or	constitutes	Material
Review	Board	Inventory;
(b)
is	not	subject	to	a	First	Priority	Lien	in	favor	of	the	Collateral	Agent	on	behalf	of	the	Secured	Creditors;
(c)
is	not	owned	by	a	Borrower	free	and	clear	of	all	Liens	and	rights	of	any	other	Person	(including	the	rights	of
a	purchaser	that	has	made	progress	payments	and	the	rights	of	a	surety	that	has	issued	a	bond	to	assure	the	applicable
Borrower’s	performance	with	respect	to	that	Inventory),	except	the	First	Priority	Lien	in	favor	of	the	Collateral	Agent,	on	behalf
of	the	Secured	Creditors,	the	junior	Permitted	Liens	under	Section	10.01(s)	and	First	Priority	Priming	Liens	(subject	to
Reserves	established	by	the	Administrative	Agent	in	accordance	with	the	provisions	of	this	Agreement	and	in	respect	of	such
Permitted	Liens);
(d)
(i)	is	not	located	on	premises	owned,	leased	or	rented	by	a	Borrower,	and	in	the	case	of	leased	or	rented
premises	unless	either	(x)	a	reasonably	satisfactory	Landlord	Personal	Property	Collateral	Access	Agreement	has	been
delivered	to	the	Administrative	Agent	or	(y)	Rent	Reserves	reasonably	satisfactory	to	the	Administrative	Agent	in	its	Permitted
Discretion	have	been	established	with	respect	thereto	or	(ii)	is	stored	with	a	bailee	or	warehouseman,	unless	either	(x)	a
reasonably	satisfactory	and	acknowledged	bailee	or	warehouseman	letter	has	been	received	by	the	Administrative	Agent	or	(y)


key: chroma:document
string_value:
Reserves	reasonably	satisfactory	to	the	Administrative	Agent	in	its	Permitted	Discretion	have	been	established	with	respect
thereto,	or	(iii)	is	located	at	an	owned	location	subject	to	a	mortgage	or	other	security	interest	in	favor	of	a	creditor	other	than
the	Collateral	Agent	or	the	junior	Permitted	Liens	under	Section	10.01(s)	unless	either	(x)	a	Landlord	Personal	Property
Collateral	Access	Agreement	has	been	delivered	to	the	Administrative	Agent	or	(y)	Reserves	reasonably	satisfactory	to	the
Administrative	Agent	have	been	established	with	respect	thereto;	
provided
	that	the	foregoing	shall	not	exclude	any	Inventory	of
a	Borrower	that	would	otherwise	constitute	Eligible	In-Transit	Inventory	or	Eligible	Vendor	In-Transit	Inventory;
(e)
is	placed	on	consignment	unless	Reserves	reasonably	satisfactory	to	the	Administrative	Agent	have	been
established	with	respect	thereto;
(f)
is	in	transit;	
provided
	that	the	foregoing	shall	not	exclude	any	Inventory	of	a	Borrower	that	would	otherwise
constitute	Eligible	In-Transit	Inventory	or	Eligible	Vendor	In-Transit	Inventory;
(g)
is	covered	by	a	negotiable	document	of	title,	unless,	at	the	Administrative	Agent’s	request,	such	document
has	been	delivered	to	the	Collateral	Agent	or	an	agent	thereof	and	such	Borrower	takes	such	other	actions	as	the
Administrative	Agent	reasonably	requests	in	order	to	create	a	perfected	First	Priority	security	interest	in	favor	of	the	Collateral
Agent	in	such	Inventory	with	all	necessary	endorsements,	free	and	clear	of	all	Liens	except	those	in	favor	of	the	Collateral


key: chroma:document
string_value:
Agent	on	behalf	of	the	Secured	Creditors,	the	junior	Permitted	Liens	under	Section	10.01(s)	and	First	Priority	Priming	Liens
(subject	to	Reserves	established	by	the	Administrative	Agent	in	accordance	with	the	provisions	of	this	Agreement	and	in	respect
of	such	Permitted	Liens	and	the	amount	of	any	shipping	fees,	costs	and	expenses	shall	be	reflected	in	Reserves);	
provided
	that
the	foregoing	shall	not	exclude	any	Inventory	of	a	Borrower	that	would	otherwise	constitute	Eligible	In-Transit	Inventory	or
Eligible	Vendor	In-Transit	Inventory;
(h)
consists	of	goods	that	constitute	spare	parts	(not	intended	for	sale	or	consumer	use),	packaging	and
shipping	materials,	Merchandise,	or	supplies	used	or	consumed	in	a	U.S.	Borrower’s	business;
30


key: chroma:document
string_value:
(i)
consists	of	any	gross	profit	mark-up	in	connection	with	the	sale	and	distribution	thereof	to	any	division	of
any	Borrower	or	Subsidiary	thereof;
(j)
is	manufactured,	assembled	or	otherwise	produced	in	violation	of	the	Fair	Labor	Standards	Act	and	subject
to	the	“hot	goods”	provisions	contained	in	Title	25	U.S.C.	215(a)(i);
(k)
is	not	covered	by	casualty	insurance	required	by	the	terms	of	this	Agreement;
(l)
consists	of	goods	which	have	been	returned	or	rejected	by	the	buyer	and	are	not	in	salable	condition;
(m)
breaches	in	any	material	respect	any	of	the	representations	or	warranties	pertaining	to	such	Inventory	set
forth	in	any	Credit	Document;
(n)
does	not	conform	in	all	material	respects	to	all	standards	imposed	by	any	governmental	agency,	division	or
department	thereof	which	has	regulatory	authority	over	such	goods	or	the	use	or	sale	thereof;
(o)
is	Commingled	Inventory;
(p)
(i)	with	respect	to	any	Inventory	owned	by	a	U.S.	Borrower,	is	located	outside	of	the	United	States
	and
,
	(ii)
with	respect	to	Inventory	owned	by	a	Dutch	Borrower,	is	located	outside	of	the	United	States,	the	Netherlands	or	Belgium;
provided
	that	the	foregoing	shall	not	exclude	(x)	any	Inventory	of	a	Dutch	Borrower	that	is	in	transit	from	the	United	States	to
the	Netherlands	or	Belgium	that	would	otherwise	constitute	Eligible	In-Transit	Inventory	and	(y)	any	Inventory	of	a	Borrower
that	is	in	transit	to	any	Company	Factory	that	would	otherwise	constitute	Eligible	Vendor	In-Transit	Inventory;
	provided	further


key: chroma:document
string_value:
provided	further
that	any	Inventory	of	a	Dutch	Borrower	located	in	Belgium	shall	only	be	Eligible	Inventory	if	it	is	subject	to	a	Perfected	Belgian
Lien,	and	(iii)	with	respect	to	Inventory	owned	by	a	UK	Borrower,	is	located	outside	of	England	and	Wales,	the	United	States,
the	Netherlands	or	Belgium;	provided	that	the	foregoing	shall	not	exclude	(x)	any	Inventory	of	a	UK	Borrower	that	is	in	transit
from	the	United	States,	the	Netherlands	or	Belgium	to	England	and	Wales	that	would	otherwise	constitute	Eligible	In-Transit
Inventory	and	(y)	any	Inventory	of	a	Borrower	that	is	in	transit	to	any	Company	Factory	that	would	otherwise	constitute	Eligible
Vendor	In-Transit	Inventory;	provided	further	that	any	Inventory	of	a	UK	Borrower	located	in	the	United	States,	the
Netherlands	or	Belgium	shall	only	be	Eligible	Inventory	if	it	is	subject	to	a	Perfected	U.S.	Lien,	Perfected	Dutch	Lien	or
Perfected	Belgian	Lien,	respectively;
(q)
is	out	for	delivery	to	the	purchaser	thereof	or	has	been	delivered	to	a	common	carrier	for	delivery	to	the
purchaser	thereof;
(r)
is	subject	to	a	license	agreement	or	other	arrangement	with	a	third	party	which,	in	the	Administrative
Agent’s	Permitted	Discretion,	restricts	the	ability	of	the	Administrative	Agent	or	the	Collateral	Agent	to	exercise	its	rights	under
the	Credit	Documents	with	respect	to	such	Inventory	unless	such	third	party	has	entered	into	an	agreement	in	form	and
substance	reasonably	satisfactory	to	the	Administrative	Agent	permitting	the	Administrative	Agent	or	the	Collateral	Agent	to


key: chroma:document
string_value:
exercise	its	rights	with	respect	to	such	Inventory	or	the	Administrative	Agent	has	otherwise	agreed	to	allow	such	Inventory	to
be	eligible	in	the	Administrative	Agent’s	Permitted	Discretion;
31


key: chroma:document
string_value:
(s)
consists	of	Hazardous	Materials	or	goods	that	can	be	transported	or	sold	only	with	licenses	that	are	not
readily	available;
(t)
consists	of	goods	for	which	a	certificate	of	title	has	been	issued;
(u)
is	repriced	down	or	the	market	value	of	which	is	lower	than	the	cost	thereof	(to	the	extent	of	the	amount	of
such	write-down	or	reduction	in	market	value);
(v)
is	Inventory	consisting	of	solar	panels	or	solar	shingles;
(w)
is	Inventory	in	respect	of	which	there	is	a	related	Eligible	Account;	
or
(x)
consists	of	Specified	Tesla	In-Transit	Assets	that	were	provided	as	collateral	for	
Indebtedness	incurred
pursuant	to	Section	10.04(v);or
(
x
y
)
is	otherwise	unacceptable	to	the	Administrative	Agent	in	its	Permitted	Discretion.
The	Administrative	Agent	shall	have	the	right	to	establish,	modify	or	eliminate	Reserves	against	Eligible	Inventory	from	time	to
time	in	its	Permitted	Discretion;	
provided
	that	with	respect	to	Reserves	established	on	the	Effective	Date	and	facts	or	events	known	to	the
Administrative	Agent	prior	to	the	Effective	Date,	the	Administrative	Agent	may	impose	new	Reserves	only	to	reflect	a	change	in
circumstances,	events,	conditions,	contingencies	or	risks	in	respect	of	such	facts	or	events.		The	criteria	for	Eligible	Inventory	may	only	be
revised	or	any	new	criteria	for	Eligible	Inventory	may	only	be	established	by	the	Administrative	Agent	in	its	Permitted	Discretion	based	on
either	(i)	an	event,	condition	or	other	circumstance	arising	after	the	date	hereof,	or	(ii)	an	event,	condition	or	other	circumstance	existing


key: chroma:document
string_value:
on	the	date	hereof	to	the	extent	the	Administrative	Agent	has	no	notice	thereof	from	a	Borrower	prior	to	the	date	hereof,	in	either	cause
under	clause	(i)	or	(ii)	which	adversely	affects	or	could	reasonably	be	expected	to	adversely	affect	the	Inventory	as	determined	by	the
Administrative	Agent	in	its	Permitted	Discretion.
“
Eligible	Machinery	and	Equipment
”	shall	mean	all	of	the	Equipment	owned	by	any	of	the	U.S.	Borrowers	(and	for	which	the
applicable	Borrower	has	good	title	to	such	Equipment)	that	is	reflected	in	the	most	recent	Borrowing	Base	Certificate	delivered	to	the
Administrative	Agent	pursuant	to	Section	9.01(h),	except	any	Equipment	as	to	which	any	of	the	exclusionary	criteria	set	forth	below
applies.	Eligible	Machinery	and	Equipment	shall	not	include	any	Equipment	of	the	U.S.	Borrowers	that:
(a)
is	excess,	obsolete,	unsalable,	shopworn,	seconds,	damaged	or	unfit	for	sale;
(b)
is	not	subject	to	a	First	Priority	Lien	in	favor	of	the	Collateral	Agent	on	behalf	of	the	Secured	Creditors;
(c)
is	not	owned	by	a	U.S.	Borrower	free	and	clear	of	all	Liens	and	rights	of	any	other	Person,	except	the	First
Priority	Lien	in	favor	of	the	Collateral	Agent,	on	behalf	of	the	Secured	Creditors,	the	junior	Permitted	Liens	under	Section
10.01(s)	and	First	Priority	Priming	Liens	(subject	to	Reserves	established	by	the	Administrative	Agent	in	accordance	with	the
provisions	of	this	Agreement	and	in	respect	of	such	Permitted	Liens);
(d)
(i)	is	not	located	on	premises	owned,	leased	or	rented	by	a	U.S.	Borrower,	and	in	the	case	of	leased	or


key: chroma:document
string_value:
rented	premises	unless	either	(x)	a	reasonably	satisfactory	Landlord	Personal	Property	Collateral	Access	Agreement	has	been
delivered	to	the	Administrative	Agent	or	(y)	Rent
32


key: chroma:document
string_value:
Reserves	reasonably	satisfactory	to	the	Administrative	Agent	in	its	Permitted	Discretion	have	been	established	with	respect
thereto	or	(ii)	is	stored	with	a	bailee	or	warehouseman,	unless	either	(x)	a	reasonably	satisfactory	and	acknowledged	bailee	or
warehouseman	letter	has	been	received	by	the	Administrative	Agent	or	(y)	Reserves	reasonably	satisfactory	to	the
Administrative	Agent	in	its	Permitted	Discretion	have	been	established	with	respect	thereto,	or	(iii)	is	located	at	an	owned
location	subject	to	a	mortgage	or	other	security	interest	in	favor	of	a	creditor	other	than	the	Collateral	Agent	or	the	junior
Permitted	Liens	under	Section	10.01(s)	unless	either	(x)	a	Landlord	Personal	Property	Collateral	Access	Agreement	has	been
delivered	to	the	Administrative	Agent	or	(y)	Reserves	reasonably	satisfactory	to	the	Administrative	Agent	have	been	established
with	respect	thereto;
(e)
is	in	transit;
(f)
is	not	covered	by	casualty	insurance	required	by	the	terms	of	this	Agreement;
(g)
breaches	in	any	material	respect	any	of	the	representations	or	warranties	pertaining	to	such	Equipment	set
forth	in	any	Credit	Document;
(h)
is	subject	to	a	license	agreement	or	other	arrangement	with	a	third	party	which,	in	the	Administrative
Agent’s	Permitted	Discretion,	restricts	the	ability	of	the	Administrative	Agent	or	the	Collateral	Agent	to	exercise	its	rights	under
the	Credit	Documents	with	respect	to	such	Equipment	unless	such	third	party	has	entered	into	an	agreement	in	form	and
substance	reasonably	satisfactory	to	the	Administrative	Agent	permitting	the	Administrative	Agent	or	the	Collateral	Agent	to


key: chroma:document
string_value:
exercise	its	rights	with	respect	to	such	Equipment	or	the	Administrative	Agent	has	otherwise	agreed	to	allow	such	Equipment
to	be	eligible	in	the	Administrative	Agent’s	Permitted	Discretion;
(i)
is	located	outside	of	the	United	States;	or
(j)
is	otherwise	unacceptable	to	the	Administrative	Agent	in	its	Permitted	Discretion.
The	Administrative	Agent	shall	have	the	right	to	establish,	modify	or	eliminate	Reserves	against	Eligible	Machinery	and
Equipment	from	time	to	time	in	its	Permitted	Discretion;	
provided
	that	with	respect	to	facts	or	events	known	to	the	Administrative	Agent
prior	to	the	Effective	Date,	the	Administrative	Agent	may	impose	new	Reserves	only	to	reflect	a	change	in	circumstances,	events,
conditions,	contingencies	or	risks	in	respect	of	such	facts	or	events.		The	criteria	for	Eligible	Machinery	and	Equipment	may	only	be
revised	or	any	new	criteria	for	Eligible	Machinery	and	Equipment	may	only	be	established	by	the	Administrative	Agent	in	its	Permitted
Discretion	based	on	either	(i)	an	event,	condition	or	other	circumstance	arising	after	the	date	hereof,	or	(ii)	an	event,	condition	or	other
circumstance	existing	on	the	date	hereof	to	the	extent	the	Administrative	Agent	has	no	notice	thereof	from	a	Borrower	prior	to	the	date
hereof,	in	either	cause	under	clause	(i)	or	(ii)	which	adversely	affects	or	could	reasonably	be	expected	to	adversely	affect	the	Equipment	as
determined	by	the	Administrative	Agent	in	its	Permitted	Discretion.
“
Eligible	Raw	Materials	Inventory
”	shall	mean	all	Eligible	Inventory	consisting	of	raw	materials	(as	determined	in	a	manner
acceptable	to	the	Administrative	Agent	in	its	Permitted	Discretion	and	consistent	with	past	practices).
“


key: chroma:document
string_value:
“
Eligible	Real	Property
”	shall	mean	the	Fremont	Real	Property;	
provided
	such	Real	Property	meets	each	of	the	following
criteria:
33


key: chroma:document
string_value:
(a)
such	Real	Property	is	acceptable	in	the	reasonable	discretion	of	the	Administrative	Agent	for	inclusion	in	the
U.S.	Borrowing	Base	(and	the	Administrative	Agent	acknowledges	that	the	Fremont	Real	Property	is	acceptable);
(b)
such	Real	Property	is	wholly	owned	in	fee	simple	by	a	U.S.	Borrower	free	and	clear	of	all	Liens	and	rights	of
any	other	Person,	except	the	First	Priority	Lien	in	favor	of	the	Collateral	Agent,	on	behalf	of	the	Secured	Creditors,	the	junior
Permitted	Liens	under	Section	10.01(s)	and	First	Priority	Priming	Liens	(subject	to	Reserves	established	by	the	Administrative
Agent	in	accordance	with	the	provisions	of	this	Agreement	and	in	respect	of	such	Permitted	Liens);
(c)
such	Real	Property	is	covered	by	all	insurance	required	by	Section	9.03	hereof;	and
(d)
the	Administrative	Agent	has	received	the	following	(collectively,	the	“
Eligible	Real	Property	Deliverables
”):
(i)
a	Mortgage	encumbering	such	Real	Property	creating	a	First	Priority	Lien	in	favor	of	the
Collateral	Agent,	for	the	benefit	of	the	Secured	Creditors,	duly	executed	and	acknowledged	by	each	Credit	Party	that
is	the	owner	or	holder	of	any	interest	in	such	Mortgaged	Property,	and	otherwise	in	form	for	recording	in	the
recording	office	of	each	applicable	political	subdivision	where	each	such	Mortgaged	Property	is	situated,	together
with	such	certificates,	affidavits,	questionnaires	or	returns	as	shall	be	required	in	connection	with	the	recording	or
filing	thereof	to	create	a	Lien	under	applicable	Requirements	of	Law,	and	such	financing	statements	and	any	other


key: chroma:document
string_value:
instruments	necessary	to	grant	a	mortgage	Lien	under	the	laws	of	any	applicable	jurisdiction,	all	of	which	shall	be	in
form	and	substance	reasonably	satisfactory	to	Collateral	Agent;
(ii)
a	lender’s	policy	of	title	insurance	(or	marked	up	unconditional	title	insurance	commitment
having	the	effect	of	a	policy	of	title	insurance)	issued	by	a	nationally	recognized	and	financially	stable	title	insurance
company	reasonably	acceptable	to	the	Administrative	Agent	(the	“
Title	Company
”)	insuring	the	Lien	of	such
Mortgage	as	a	valid	First	Priority	Lien	on	the	Mortgaged	Property	and	fixtures	described	therein	in	an	amount	not
less	than	the	Appraised	Fair	Market	Value	of	such	Mortgaged	Property	and	fixtures,	which	policy	(or	such	marked	up
unconditional	title	insurance	commitment)	shall	(x)	to	the	extent	necessary	or	commercially	reasonable,	include	such
co-insurance	or	reinsurance	arrangements	(with	provisions	for	direct	access,	if	necessary)	as	shall	be	reasonably
acceptable	to	the	Collateral	Agent,	(y)	have	been	supplemented	by	such	endorsements	as	shall	be	reasonably
requested	by	the	Collateral	Agent	(including,	to	the	extent	available	in	the	local	jurisdiction	on	commercially
reasonable	to	terms	and	applicable	to	such	Eligible	Real	Property,	endorsements	on	matters	relating	to	usury,	first
loss,	revolving	credit,	zoning,	contiguity,	future	advance,	doing	business,	public	road	access	(direct	or	indirect),
same-as-survey,	policy	authentication,	variable	rate,	environmental	lien,	subdivision,	policy	aggregation,	mortgage
recording	tax,	street	address,	separate	tax	lot,	and	so-called	comprehensive	coverage	over	covenants	and


key: chroma:document
string_value:
restrictions),	and	(z)	contain	no	exceptions	to	title	other	than	Permitted	Liens	and	Permitted	Encumbrances	(a	“
Title
Polic
y”);
(iii)
a	survey	of	the	applicable	Mortgaged	Property	for	which	all	necessary	fees	(where	applicable)
have	been	paid	(a)	prepared	by	a	licensed,	insured	and	qualified
34


key: chroma:document
string_value:
surveyor	reasonably	acceptable	to	the	Collateral	Agent,	(b)	dated	or	re-certificated	not	earlier	than	60	days	prior	to
the	date	of	such	delivery	or	such	other	date	as	may	be	reasonably	satisfactory	to	the	Collateral	Agent	in	its
reasonable	discretion,	(c)	for	Mortgaged	Property	situated	in	the	United	States,	certified	to	the	Administrative	Agent,
the	Collateral	Agent	the	Company,	the	applicable	Credit	Party	(if	any),	and	the	Title	Company	issuing	the	Title	Policy
for	such	Mortgaged	Property,	which	certification	shall	be	the	standard	certification	required	by	the	Minimum
Standard	Detail	Requirements	for	ALTA/NSPS	Land	Title	Surveys,	and	may	include	additional	parties	reasonably
acceptable	to	the	Collateral	Agent,	(d)	complying	with	current	“Minimum	Standard	Detail	Requirements	for
ALTA/NSPS	Land	Title	Surveys,”	jointly	established	and	adopted	by	American	Land	Title	Association,	and	the
National	Society	of	Professional	Surveyors	(except	for	such	deviations	as	are	acceptable	to	the	Collateral	Agent),	and
(e)	depicting	and	describing	all	buildings	and	other	improvements,	any	offsite	improvements	owned	or	utilized	by	the
Company	or	applicable	Credit	Party	which	are	material	to	use	or	operation	of	any	facilities	located	on	the	Mortgaged
Property,	the	location	of	any	easements,	parking	spaces,	rights	of	way,	building	setback	lines	and	other	dimensional
regulations	and	the	absence	of	encroachments,	either	by	such	improvements	or	on	to	the	Mortgaged	Property,	and
other	defects,	other	than	encroachments	and	other	defects	reasonably	acceptable	to	the	Administrative	Agent	(a
“
Real	Property	Survey
”);
(iv)


key: chroma:document
string_value:
“
Real	Property	Survey
”);
(iv)
an	appraisal	report	in	respect	of	such	Real	Property	performed	by	a	licensed,	insured	and
qualified	third-party	real	property	appraiser	certified	to,	and	in	form,	scope	and	substance	reasonably	satisfactory	to,
the	Administrative	Agent	and	in	compliance	with	FIRREA	(a	“
Real	Property	Appraisal
”);
(v)
(a)	a	“Life-of-Loan”	Federal	Emergency	Management	Agency	Standard	Flood	Hazard
Determination	for	the	Mortgaged	Property;	and	(b)	in	the	event	any	such	Mortgaged	Property	is	located	in	an	area
identified	by	the	Federal	Emergency	Management	Agency	(or	any	successor	agency)	as	a	Special	Flood	Hazard	Area,
(x)	a	notice	about	special	flood	hazard	area	status	and	flood	disaster	assistance,	duly	executed	by	the	applicable	U.S.
Borrower,	(y)	evidence	of	flood	insurance	with	a	financially	sound	and	reputable	insurer,	naming	the	Administrative
Agent,	as	mortgagee,	in	an	amount	and	with	terms	required	by	the	Flood	Insurance	Laws	and	otherwise	in	form	and
substance	reasonably	satisfactory	to	the	Administrative	Agent,	and	(z)	evidence	of	the	payment	of	premiums	in
respect	thereof	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent;
(vi)
an	environmental	assessment	report	and	any	other	required	information	regarding
environmental	matters	in	respect	of	such	Mortgaged	Property	and	such	report	and	information	shall	be	prepared	by
an	environmental	consultant	acceptable	to	the	Administrative	Agent	and	shall	be	satisfactory	in	form,	scope	and
substance	to	the	Administrative	Agent	in	its	reasonable	discretion;
(vii)
if	reasonably	requested	by	the	Administrative	Agent,	a	seismic	report	in	respect	of	such


key: chroma:document
string_value:
Mortgaged	Property	performed	by	a	licensed,	insured	and	qualified	third-party	consultant	in	form,	scope	and
substance	reasonably	satisfactory	to	the	Administrative	Agent;
(viii)
customary	favorable	written	opinions,	addressed	to	the	Collateral	Agent	and	the	Secured
Creditors,	of	local	counsel	to	the	Credit	Parties	in	each	jurisdiction	(i)	where	a	Mortgaged	Property	is	located	and	(ii)
where	the	applicable	Credit	Party	granting
35


key: chroma:document
string_value:
the	Mortgage	on	said	Mortgaged	Property	is	organized,	regarding	the	due	authorization,	execution,	delivery,
perfection	and	enforceability	of	each	such	Mortgage,	the	corporate	formation,	existence	and	good	standing	of	the
applicable	Credit	Party	under	the	laws	of	its	jurisdiction	of	formation,	and	such	other	matters	as	may	be	reasonably
requested	by	the	Administrative	Agent,	each	in	form	and	substance	reasonably	satisfactory	to	the	Administrative
Agent;	and
(ix)
such	other	documents	as	the	Administrative	Agent	may	reasonably	request,	in	each	case	in	form
and	substance	reasonably	satisfactory	to	the	Administrative	Agent.
The	Administrative	Agent	shall	have	the	right	to	establish,	modify	or	eliminate	Reserves	against	Eligible	Real	Property	from
time	to	time	in	its	Permitted	Discretion;	
provided
	that	with	respect	to	facts	or	events	known	to	the	Administrative	Agent	prior	to	the	Ninth
Amendment	Effective	Date,	the	Administrative	Agent	may	impose	new	Reserves	only	to	reflect	a	change	in	circumstances,	events,
conditions,	contingencies	or	risks	in	respect	of	such	facts	or	events.		The	criteria	for	Eligible	Real	Property	may	only	be	revised	or	any	new
criteria	for	Eligible	Real	Property	may	only	be	established	by	the	Administrative	Agent	in	its	Permitted	Discretion	based	on	either	(i)	an
event,	condition	or	other	circumstance	arising	after	the	Ninth	Amendment	Effective	Date,	or	(ii)	an	event,	condition	or	other	circumstance
existing	on	the	Ninth	Amendment	Effective	Date	to	the	extent	the	Administrative	Agent	has	no	notice	thereof	from	a	Borrower	prior	to	the
date	hereof,	in	either	cause	under	clause	(i)	or	(ii)	which	adversely	affects	or	could	reasonably	be	expected	to	adversely	affect	the	Fair


key: chroma:document
string_value:
Market	Value	of	the	Real	Property	as	determined	by	the	Administrative	Agent	in	its	Permitted	Discretion.
“
Eligible	Real	Property	Deliverables
”	shall	have	the	meaning	provided	in	the	definition	of	“Eligible	Real	Property”.
“
Eligible	Service	Parts	Inventory
”	shall	mean	all	Eligible	Inventory	consisting	of	service	parts	(as	determined	in	a	manner
acceptable	to	the	Administrative	Agent	in	its	Permitted	Discretion	and	consistent	with	past	practices).
“
Eligible	Transferee
”	shall	mean	and	include	a	commercial	bank,	an	insurance	company,	a	finance	company,	a	financial
institution,	any	fund	that	invests	in	loans	or	any	other	“accredited	investor”	(as	defined	in	Regulation	D	of	the	Securities	Act),	but	in	any
event	excluding	the	Company	and	its	Subsidiaries	and	Affiliates,	any	natural	person	and	any	person	that	at	the	time	of	determination	is	a
Defaulting	Lender.
“Eligible	UK	Finished	Goods	Inventory”	shall	mean	the	Eligible	Finished	Goods	Inventory	owned	by	any	UK	Borrower.
“Eligible	UK	In-Transit	Inventory”	shall	mean	the	Eligible	In-Transit	Inventory	owned	by	any	UK	Borrower.
“Eligible	UK	Inventory”	shall	mean	Eligible	UK	Finished	Goods	Inventory,	Eligible	UK	In-Transit	Inventory,	Eligible	UK	Raw
Materials	Inventory	and	Eligible	UK	WIP	Inventory.
“Eligible	UK	Raw	Materials	Inventory”	shall	mean	the	Eligible	Raw	Materials	Inventory	owned	by	any	UK	Borrower.
“Eligible	UK	Service	Parts	Inventory”	shall	mean	the	Eligible	Service	Parts	Inventory	owned	by	any	UK	Borrower.
36


key: chroma:document
string_value:
“Eligible	UK	Vendor	In-Transit	Inventory”	shall	mean	the	Eligible	Vendor	In-Transit	Inventory	owned	by	any	UK	Borrower.
“Eligible	UK	WIP	Inventory”	shall	mean	the	Eligible	WIP	Inventory	owned	by	any	UK	Borrower.
“
Eligible	U.S.	Accounts
”	shall	mean	the	Eligible	Accounts	owned	by	any	U.S.	Borrower.
“
Eligible	U.S.	Cash	and	Cash	Equivalents
”	shall	mean	the	Eligible	Cash	and	Cash	Equivalents	owned	by	any	U.S.	Borrower	that
is	reflected	in	the	most	recent	Borrowing	Base	Certificate	delivered	to	the	Administrative	Agent	pursuant	to	Section	9.01(h).
“
Eligible	U.S.	Finished	Goods	Inventory
”	shall	mean	the	Eligible	Finished	Goods	Inventory	owned	by	any	U.S.	Borrower.
“
Eligible	U.S.	In-Transit	Inventory
”	shall	mean	the	Eligible	In-Transit	Inventory	owned	by	any	U.S.	Borrower.
“
Eligible	U.S.	Inventory
”	shall	mean	all	Eligible	U.S.	Finished	Goods	Inventory,	Eligible	U.S.	In-Transit	Inventory,	Eligible	U.S.
Raw	Materials	Inventory	and	Eligible	U.S.	WIP	Inventory.		
“
Eligible	U.S.	Raw	Materials	Inventory
”	shall	mean	the	Eligible	Raw	Materials	Inventory	owned	by	any	U.S.	Borrower.
“
Eligible	U.S.	Service	Parts	Inventory
”	shall	mean	the	Eligible	Service	Parts	Inventory	owned	by	any	U.S.	Borrower.
“
Eligible	U.S.	Vendor	In-Transit	Inventory
”	shall	mean	the	Eligible	Vendor	In-Transit	Inventory	owned	by	any	U.S.	Borrower.


key: chroma:document
string_value:
“
Eligible	U.S.	WIP	Inventory
”	shall	mean	the	Eligible	WIP	Inventory	owned	by	any	U.S.	Borrower.
“
Eligible	Vendor	In-Transit	Inventory
”	shall	mean	all	Eligible	Raw	Materials	Inventory:
(a)
for	which	the	purchase	order	is	in	the	name	of	the	applicable	Borrower	and	title	has	passed	to	such
Borrower,
(b)
which	have	been	shipped	by	FOB	shipment	(seller’s	location),
(c)
for	which	the	applicable	Borrower	does	not	have	actual	possession,
(d)
which	is	fully	insured	in	such	amounts,	with	insurance	companies	and	subject	to	such	deductibles	as	are
satisfactory	to	the	Administrative	Agent	in	its	Permitted	Discretion,
(e)
which	is	in-transit	to	any	Company	Factory	and
(f)
which	otherwise	would	constitute	Eligible	Inventory.
“
Eligible	WIP	Inventory
”	shall	mean	all	Eligible	Inventory	consisting	of	work-in-process	(as	determined	in	a	manner	acceptable
to	the	Administrative	Agent	in	its	Permitted	Discretion	and	consistent
37


key: chroma:document
string_value:
with	past	practices);	provided	that	Eligible	WIP	Inventory	shall	not	include	Eligible	Inventory	consisting	of	work-in-process	related	to	the
manufacturing	of	solar	panels	or	solar	shingles.
“
Energy	Environmental	Attribute
”	shall	mean	any	credit,	benefit,	reduction,	offset	or	allowance	(such	as	so-called	renewable
energy	certificates,	green	tags,	green	certificates,	and	renewable	energy	credits),	howsoever	entitled	or	named,	resulting	from,
attributable	to	or	associated	with	the	storage	or	generation	of	energy,	other	than	the	actual	electric	energy	produced,	and	that	is	capable
of	being	measured,	verified	or	calculated	and	in	any	case	may	be	lawfully	marketed	to	third	parties.		By	way	of	illustration,	Energy
Environmental	Attributes	may	result	from:		the	generation	system’s	use	of	a	particular	renewable	energy	source;	avoided	NOx,	SOx,	CO2
or	greenhouse	gas	emissions	and	other	carbon	credits	and	offsets;	avoided	water	use	or	as	otherwise	specified	under	any	applicable
energy-related	private	or	governmental	program.		Notwithstanding	any	of	the	foregoing	in	this	definition	or	any	other	provision	of	the
Tenth	Amendment	or	the	
Credit	Agreement,	Energy	Environmental	Attributes	shall	not	in	any	case	include:	(i)	any	of	the	foregoing
obtained	by,	provided	to,	used	by	or	necessary	for	the	Company	or	any	of	its	Subsidiaries	to	conduct	any	of	its	operations	at	any	location
(and	shall	not	include	any	water	rights	or	other	rights	or	credits	obtained	pursuant	to	requirements	of	applicable	law	in	order	to	site	and
develop	any	facility);	or	(ii)	any	production	tax	credits.
“
Energy	Storage	Agreement
”	shall	mean	a	battery	services	contract,	a


key: chroma:document
string_value:
”	shall	mean	a	battery	services	contract,	a	
battery	sale	contract,	a	battery	installation	contract,	a
battery	dispatch	contract,	a	market	participation	contract	involving	batteries,	a
	
shared	revenue	and	cost	avoidance	contract,	a	capacity
contract,	
a	tolling	contract,
	
demand	response	contract
	or	similar	agreement
,	a	software	contract	pertaining	to	the	dispatch	or	other
management	of	batteries,	or	any	agreement	similar	to	the	foregoing
.
“
Energy	Storage	Assets
”	shall	mean	Energy	Storage	Systems,	Host	Customer	Agreements	and	Projects	and	Equity	Interests	in
Excluded	Energy	Storage	Subsidiaries.
“
Energy	Storage	Systems
”	shall	mean	all	parts	of	an	energy	storage	system,	including	batteries,	
solar	panels,	inverters,
	
wiring
and	other	electrical	devices,	conduit,	housings,	hardware,	remote	monitoring	equipment,	connectors,	meters,	disconnects	and	other
related	devices
,	including	associated	balance	of	plant
.
“
Energy	Storage	Working	Capital	Facility
”	shall	mean	a	credit	facility	providing	working	capital	or	warehouse	financing	for	the
acquisition	or	development	of	Energy	Storage	Assets
	prior	to	the	sale	or	contribution	of	such	Energy	Storage	Assets	into	a	Permitted
Securitization	Facility
.
“
Environmental	Attribute
”	shall	mean	an	Energy	Environmental	Attribute	or	a	Vehicle	Environmental	Attribute.
“
Environmental	Claims
”	shall	mean	any	and	all	administrative,	regulatory	or	judicial	actions,	suits,	demands,	demand	letters,
directives,	claims,	liens,	notices	of	noncompliance	or	violation,	investigations	and/or	proceedings	relating	in	any	way	to	any	noncompliance


key: chroma:document
string_value:
with,	or	liability	arising	under,	Environmental	Law	or	to	any	permit	issued,	or	any	approval	given,	under	any	Environmental	Law
(hereafter,	“
Claims
”),	including	(a)	any	and	all	Claims	by	governmental	or	regulatory	authorities	for	enforcement,	cleanup,	removal,
response,	remedial	or	other	actions	or	damages	pursuant	to	any	Environmental	Law,	and	(b)	any	and	all	Claims	by	any	third	party	seeking
damages,	contribution,	indemnification,	cost	recovery,	compensation	or	injunctive	relief	arising	out	of	or	relating	to	an	alleged	injury	or
threat	of	injury	to	human	health,	safety	or	the	environment	due	to	the	presence	of	Hazardous	Materials.
38


key: chroma:document
string_value:
“
Environmental	Law
”	shall	mean	any	Federal,	state,	provincial,	foreign	or	local	statute,	law	(including	principles	of	common
law),	rule,	regulation,	ordinance,	code,	directive,	judgment,	order	or	agreement,	now	or	hereafter	in	effect	and	in	each	case	as	amended,
and	any	judicial	or	administrative	interpretation	thereof,	in	each	case	having	the	force	and	effect	of	law	and	relating	to	the	protection	of
the	environment,	or	of	human	health	(as	it	relates	to	the	exposure	to	environmental	hazards)	or	to	the	presence,	Release	or	threatened
Release,	or	the	manufacture,	use,	transportation,	treatment,	storage,	disposal	or	recycling	of	Hazardous	Materials,	or	the	arrangement	for
any	such	activities.
“
Environmental	Liability
”	shall	mean	any	liability,	contingent	or	otherwise	(including	any	liability	for	damages,	costs	of
environmental	remediation,	fines,	penalties	or	indemnities),	of	the	Company	or	any	of	its	Subsidiaries	directly	or	indirectly	resulting	from
or	based	upon	(a)	any	violation	of	any	Environmental	Law,	(b)	the	generation,	use,	handling,	transportation,	storage,	treatment	or	disposal
of	any	Hazardous	Materials,	(c)	any	exposure	to	any	Hazardous	Materials,	(d)	the	Release	or	threatened	Release	of	any	Hazardous
Materials	into	the	environment	or	(e)	any	contract,	agreement	or	other	consensual	arrangement	pursuant	to	which	liability	is	assumed	or
imposed	with	respect	to	any	of	the	foregoing.
“
Equipment
”	shall	mean	any	“equipment”	as	such	term	is	defined	in	the	Uniform	Commercial	Code	as	in	effect	on	the	date


key: chroma:document
string_value:
hereof	in	the	State	of	New	York	owned	by	any	U.S.	Borrower,	and	in	any	event,	shall	include,	but	shall	not	be	limited	to,	all	machinery,
equipment,	furnishings	and	fittings	now	or	hereinafter	owned	by	any	U.S.	Borrower	and	all	additions,	all	accessions	thereto,	wherever
located,	together	with	all	attachments,	components,	parts,	equipment	and	accessories	installed	thereon	or	affixed	thereto.
“
Equity	Interests
”	of	any	Person	shall	mean	any	and	all	shares,	rights	to	purchase,	warrants,	options,	participation	or	other
equivalents	of	or	interest	in	(however	designated)	equity	of	such	Person,	including	any	common	stock,	preferred	stock,	any	limited	or
general	partnership	interest	and	any	limited	liability	company	membership	interest,	but	excluding,	for	the	avoidance	of	doubt,	any
Permitted	Convertible	Notes	or	any	SolarCity	Convertible	Notes.
“
ERISA
”	shall	mean	the	United	States	Employee	Retirement	Income	Security	Act	of	1974,	as	amended	from	time	to	time,	and
the	regulations	promulgated	and	rulings	issued	thereunder.		Section	references	to	ERISA	are	to	ERISA,	as	in	effect	at	the	date	of	this
Agreement	and	any	subsequent	provisions	of	ERISA,	amendatory	thereof,	supplemental	thereto	or	substituted	therefor.
“
ERISA	Affiliate
”	shall	mean	any	trade	or	business	(whether	or	not	incorporated)	or	Person	that	
for	purposes	of	Section	302	of
ERISA	or	Section	412	of	the	Code	
would	be	deemed	at	any	relevant	time	to	be	a	single	employer	or	otherwise	aggregated	with	the
Company	or	any	of	its	Subsidiaries	under	Section	414	of	the	Code	or	Section	4001	of	ERISA.
“


key: chroma:document
string_value:
“
ERISA	Event
”	shall	mean	any	one	or	more	of	the	following:
(a)
any	Reportable	Event;
(b)
the	filing	of	a	notice	of	intent	to	terminate	any	Plan,	if	such	termination	would	require	material	additional
contributions	in	order	to	be	considered	a	standard	termination	within	the	meaning	of	Section	4041(b)	of	ERISA,	the	filing	under
Section	4041(c)	of	ERISA	of	a	notice	of	intent	to	terminate	any	Plan	or	the	termination	of	any	Plan	under	Section	4041(c)	of
ERISA;
(c)
institution	of	proceedings	by	the	PBGC	under	Section	4042	of	ERISA	for	the	termination	of,	or	the
appointment	of	a	trustee	to	administer,	any	Plan;
39


key: chroma:document
string_value:
(d)
the	failure	to	make	a	required	contribution	to	any	Plan	that	would	result	in	the	imposition	of	a	lien	or	other
encumbrance	or	the	provision	of	security	under	Section	430	of	the	Code	or	Section	303	or	4068	of	ERISA,	or	the	arising	of	such
a	lien	or	encumbrance;	the	failure	to	satisfy	the	minimum	funding	standard	under	Section	412	of	the	Code	or	Section	302	of
ERISA,	whether	or	not	waived;	or	the	filing	of	any	request	for	or	receipt	of	a	minimum	funding	waiver	under	Section	412	of	the
Code	with	respect	to	any	Plan;	or	a	determination	that	any	Plan	is	considered	an	at-risk	plan	within	the	meaning	of	Section	430
of	the	Code	or	Section	303	of	ERISA;	the	Company,	any	of	its	Subsidiaries	or	any	ERISA	Affiliate	incurring	any	liability	under
Section	436	of	the	Code,	or	a	violation	of	Section	436	of	the	Code	with	respect	to	a	Plan;	or	the	failure	to	make	any	required
contribution	to	a	Multiemployer	Plan	pursuant	to	Sections	431	or	432	of	the	Code;
(e)
engaging	in	a	non-exempt	prohibited	transaction	within	the	meaning	of	Section	4975	of	the	Code	or	Section
406	of	ERISA	with	respect	to	or	relating	to	a	Plan	or	assets	of	a	Plan;
(f)
the	complete	or	partial	withdrawal	of	the	Company	or	any	of	its	Subsidiaries	or	any	ERISA	Affiliate	from	a
Multiemployer	Plan,	the	insolvency	under	Title	IV	of	ERISA	of	any	Multiemployer	Plan;	or	the	receipt	by	the	Company	or	any	of
its	Subsidiaries	or	any	ERISA	Affiliate,	of	any	notice,	or	the	receipt	by	any	Multiemployer	Plan	from	any	of	the	Company,	any	of


key: chroma:document
string_value:
its	Subsidiaries	or	any	ERISA	Affiliate	of	any	notice,	that	a	Multiemployer	Plan	is	in	endangered	or	critical	status	under	Section
432	of	the	Code	or	Section	305	of	ERISA;	or
(g)
the	Company,	any	of	its	Subsidiaries	or	any	ERISA	Affiliate	incurring	any	liability	under	Title	IV	of	ERISA
with	respect	to	any	Plan	(other	than	premiums	due	and	not	delinquent	under	Section	4007	of	ERISA).
“
EU	Bail-In	Legislation	Schedule
”	shall	mean	the	EU	Bail-In	Legislation	Schedule	published	by	the	Loan	Market	Association	(or
any	successor	person),	as	in	effect	from	time	to	time.
“
Euro	Denominated	Loans
”	shall	mean	each	Loan	denominated	in	Euros	at	the	time	of	the	incurrence	thereof.
“
EURO	Screen	Rate
”	shall	have	the	meaning	provided	in	the	definition	of	“LIBO	Rate”.
“
Euros
”	and	the	designation	“
€
”	shall	mean	the	currency	introduced	on	January	1,	1999	at	the	start	of	the	third	stage	of
European	economic	and	monetary	union	pursuant	to	the	Treaty	on	the	European	Union	(expressed	in	euros).
“
Event	of	Default
”	shall	have	the	meaning	provided	in	Section	11.
“
Excess	Availability
”	shall	mean,	as	of	any	date	of	determination	(but	otherwise	subject	to	Section	3.02(b)),	the	amount	by
which	(a)	Availability	at	such	time	exceeds	(b)	the	Aggregate	Exposure	at	such	time.
“
Excluded	Accounts
”	shall	mean	all	Deposit	Accounts,	securities	accounts	and	commodities	accounts	established	(or	otherwise


key: chroma:document
string_value:
maintained)	by	the	Company	or	any	of	its	Subsidiaries	other	than	Core	Deposit	Accounts,	DB	Accounts	and	Controlled	Securities	Accounts.
“Excluded	Charging	Subsidiaries”	shall	mean	those	direct	or	indirect	subsidiaries	of	the	Company	(a)	in	which	the	Company
owns,	directly	or	indirectly,	Equity	Interests	of	less	than	fifty-one	percent	(51%),	(b)	that	own,	lease	or	finance	(or	own	any	Subsidiary	that
is	formed	for	such	purpose)	no	assets
40


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string_value:
other	than	Charging	Assets,	(c)	whose	sole	assets	consist	of	Equity	Interests	in	Excluded	Charging	Subsidiaries	
of	the	type	described	in
the	foregoing	clause	(b),	or	(d)	created	for	or	encumbered	by	transactions	involving	monetization	of	Vehicle	Environmental	Attributes.
“
Excluded	Energy	Storage	Subsidiaries
”	shall	mean	those	direct	or	indirect	Subsidiaries	of	the	Company	(a)	in	which	the
Company	owns
,	directly	or	indirectly,
	
Equity	Interests	of	less	than	fifty-one	percent	(51%),	(b)	that	own,	lease	or	finance	(or	own	any
Subsidiary	that	is	formed	for	such	purpose)	no	assets	other	than	Energy	Storage	Assets,	(c)	whose	sole	assets	consist	of	Equity	Interests	in
Excluded	
Energy	Storage
	Subsidiaries	of	the	type	described	in	the	foregoing	clause	(b),	or	(d)	created	for	or	encumbered	by	transactions
involving	monetization	of	credits,	certificates	or	incentives.
“
Excluded	Swap	Obligation
”	shall	mean,	with	respect	to	any	Guarantor,	any	Swap	Obligation	if,	and	to	the	extent	that,	and	only
for	so	long	as,	all	or	a	portion	of	the	guarantee	of	such	Guarantor	of,	or	the	grant	by	such	Guarantor	of	a	security	interest	to	secure,	as
applicable,	such	Swap	Obligation	(or	any	guarantee	thereof)	is	or	becomes	illegal	under	the	Commodity	Exchange	Act	or	any	rule,
regulation	or	order	of	the	Commodity	Futures	Trading	Commission	(or	the	application	or	official	interpretation	thereof)	by	virtue	of	such


key: chroma:document
string_value:
Guarantor’s	failure	to	constitute	an	“eligible	contract	participant”	as	defined	in	the	Commodity	Exchange	Act	and	the	regulations
thereunder	(each,	an	“
ECP
”)	at	the	time	the	guarantee	of	(or	grant	of	such	security	interest	by,	as	applicable)	such	Guarantor	becomes	or
would	become	effective	with	respect	to	such	Swap	Obligation.	If	a	Swap	Obligation	arises	under	a	master	agreement	governing	more	than
one	swap,	such	exclusion	shall	apply	only	to	the	portion	of	such	Swap	Obligation	that	is	attributable	to	swaps	for	which	such	guarantee	or
security	interest	is	or	becomes	illegal.
“
Excluded	Taxes
”	shall	have	the	meaning	provided	in	Section	5.04(a).
“
Existing	Convertible	Notes
”	shall	mean,	collectively,	the	
2018
2021
	
Convertible	Notes,	the	
2019	Convertible	Notes,	the
2021
2022
	
Convertible	Notes	and	the	
2022
2024
	Convertible	Notes.
“
Existing	Convertible	Notes	Documents
”	shall	mean,	collectively,	the	
2018
2021
	
Convertible	Notes	Documents,	the	
2019
Convertible	Notes	Documents,	the	2021
2022
	
Convertible	Notes	Documents	and	the	
2022
2024
	Convertible	Notes	Documents.
“
Existing	Convertible	Notes	Indentures
”	shall	mean,	collectively,	the	
2018
2021
	
Convertible	Notes	Indenture,	the	
2019
Convertible	Notes	Indenture,	the	2021
2022
	
Convertible	Notes	Indenture	and	the	
2022
2024
	Convertible	Notes	Indenture.
“
Existing	Indebtedness
”	shall	
have	the	meaning	provided	in	Section
	
8.20
.
mean	the
	
Indebtedness	(including	Contingent


key: chroma:document
string_value:
Indebtedness	(including	Contingent
Obligations)	of	the	Company	and	its	Subsidiaries	as	of	the	Effective	Date	
set	forth	on	
Schedule	8.20	to	the	Disclosure	Letter	
and	which	is
to	remain	outstanding	after	giving	effect	to	the	Transaction	(excluding	(i)	the	Obligations,	(ii)	the	Existing	Convertible	Notes	and	(iii)	any
existing	intercompany	Indebtedness	among	the	Company	and	its	Subsidiaries).
“
Expenses
”	shall	mean	all	present	and	future	reasonable	and	invoiced	out	of	pocket	expenses	incurred	by	or	on	behalf	of	the
Administrative	Agent,	the	Collateral	Agent	or	any	Issuing	Lender	in	connection	with	this	Agreement,	any	other	Credit	Document	or
otherwise	in	its	capacity	as	the	Administrative	Agent	under	this	Agreement	or	the	Collateral	Agent	under	any	Security	Document	or	as	an
Issuing	Lender	under	this	Agreement,	whether	incurred	heretofore	or	hereafter,	which	expenses	shall	include	the	expenses	set	forth	in
Section	13.01,	the	cost	of	record	searches,	the	reasonable	fees	and	expenses	of	attorneys	and	paralegals,	all	reasonable	and	invoiced	costs
and	expenses	incurred	by	the	Administrative	Agent	and	the	Collateral	Agent	in	opening	bank	accounts,	depositing	checks,	electronically	or
otherwise	receiving	and	transferring	funds,	and	any	other	charges	imposed	on	the
41


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string_value:
Administrative	Agent	and/or	the	Collateral	Agent	due	to	insufficient	funds	of	deposited	checks	and	the	standard	fee	of	the	Administrative
Agent	and	the	Collateral	Agent	relating	thereto,	collateral	examination	fees	and	expenses	required	to	be	paid	hereunder	by	the	Borrowers,
reasonable	fees	and	expenses	of	accountants	and	appraisers,	reasonable	fees	and	expenses	of	other	consultants,	experts	or	advisors
employed	or	retained	by	the	Administrative	Agent	or	the	Collateral	Agent,	fees	and	taxes	related	to	the	filing	of	financing	statements,
costs	of	preparing	and	recording	any	other	Credit	Documents,	all	expenses,	costs	and	fees	set	forth	in	this	Agreement	and	the	other	Credit
Documents,	all	other	fees	and	expenses	required	to	be	paid	pursuant	to	any	other	letter	agreement	and	all	fees	and	expenses	incurred	in
connection	with	releasing	Collateral	and	the	amendment	or	termination	of	any	of	the	Credit	Documents.
“
Extended	Final	Maturity	Date
”	shall	mean,	with	respect	to	any	Extended	Loan	or	Extended	Revolving	Loan	Commitment,	the
agreed	upon	date	occurring	after	the	
2023	Extended
Initial
	Maturity	Date	as	specified	in	the	applicable	definitive	documentation	thereof.
“
Extended	Loan
”	shall	mean	each	Revolving	Loan	and	each	Swingline	Loan	pursuant	to	an	Extended	Revolving	Loan
Commitment.
“
Extended	Revolving	Loan
”	shall	mean	each	Revolving	Loan	pursuant	to	an	Extended	Revolving	Loan	Commitment.
“
Extended	Revolving	Loan	Commitment
”	shall	have	the	meaning	provided	in	Section	2.19(c)(i).
“
Extension
”	shall	have	the	meaning	provided	in	Section	2.19(a).
“
Extension	Offer


key: chroma:document
string_value:
“
Extension	Offer
”	shall	have	the	meaning	provided	in	Section	2.19(a).
“
Facing	Fee
”	shall	have	the	meaning	provided	in	Section	4.01(c).
“
Fair	Market	Value
”	shall	mean,	with	respect	to	any	asset	(including	any	Equity	Interests	of	any	Person),	(i)	the	price	thereof	to
the	extent	that	the	same	is	readily	available	on	an	active	trading	market	or	(ii)	if	such	price	is	not	so	readily	available,	the	price	at	which	a
willing	buyer,	not	an	Affiliate	of	the	seller,	and	a	willing	seller	who	does	not	have	to	sell,	would	agree	to	purchase	and	sell	such	asset,	as
determined	in	good	faith	by	the	board	of	directors	or	other	governing	body	or,	pursuant	to	a	specific	delegation	of	authority	by	such	board
of	directors	or	governing	body,	a	designated	senior	executive	officer,	of	the	Company	or	the	Subsidiary	of	the	Company	selling	such	asset.
“
FATCA
”	shall	mean	Sections	1471	through	1474	of	the	Code,	as	enacted	on	the	Effective	Date	(or	any	amended	or	successor
provision	that	is	substantively	comparable	and	not	materially	more	onerous	to	comply	with),	any	current	or	future	regulations	or	official
interpretations	thereof,	any	agreements	entered	into	pursuant	to	Section	1471(b)(1)	of	the	Code,	any	intergovernmental	agreements
entered	into	in	connection	with	the	implementation	of	such	Sections	of	the	Code,	and	any	fiscal	or	regulatory	legislation	or	rules	adopted
pursuant	to	such	intergovernmental	agreements.
“
Federal	Funds	Rate
”	shall	mean,	for	any	period,	a	fluctuating	interest	rate	equal	for	each	day	during	such	period	to	the


key: chroma:document
string_value:
weighted	average	of	the	rates	on	overnight	Federal	Funds	transactions	with	members	of	the	Federal	Reserve	System	arranged	by	Federal
Funds	brokers,	as	published	for	such	day	(or,	if	such	day	is	not	a	Business	Day,	for	the	immediately	preceding	Business	Day)	by	the
Federal	Reserve	Bank	of	New	York,	or,	if	such	rate	is	not	so	published	for	any	day	which	is	a	Business	Day,	the	average	of	the	quotations
for	such	day	on	such	transactions	received	by	the	Administrative	Agent	from	three	Federal	Funds	brokers	of	recognized	standing	selected
by	the	Administrative	Agent;	
provided
	that	if
42


key: chroma:document
string_value:
the	Federal	Funds	Rate	shall	be	less	than	zero,	such	rate	shall	be	deemed	to	be	zero	for	purposes	of	this	Agreement.
“
Fees
”	shall	mean	all	amounts	payable	pursuant	to	or	referred	to	in	Section	4.01.
“
Final	Maturity	Date
”	shall	mean	
(a)	with	respect	to	any	
Revolving	Loan	Commitments	(other	than	the	2023	Extended	Revolving
Loan	Commitments	and	the	Extended	Revolving	Loan	Commitments)	
the	Initial	Maturity	Date
,	(
b)	with	respect	to	the	
2023	Extended
Revolving	Loan	Commitments,	the	2023	Extended	Maturity	Date	and	(c)
;	provided	that,
	
with	respect	to	any	Extended	Revolving	Loan
Commitment,	the	
Final	Maturity	Date	with	respect	thereto	instead	shall	be	the
	Extended	Final	Maturity	Date.
“
FIRREA
”	shall	mean	the	Financial	Institutions	Reform,	Recovery,	and	Enforcement	Act	of	1989,	as	amended.
“First	Amendment”	shall	mean	the	First	Amendment	to	Amended	and	Restated	ABL	
Credit	Agreement,	dated	as	of	the	
First
Amendment	Effective	Date,	among	the	Company,	Tesla	B.V.,	
Tesla	UK,	
the	lenders	party	thereto,	the	Collateral	Agent	and	the
Administrative	Agent.
“
First	Amendment	Effective	Date
”	shall	mean	
Nov
Dec
ember	
3
23
,	
2015
2020
.
“
First	Priority
”	shall	mean,	with	respect	to	any	Lien	purported	to	be	created	on	any	Collateral	pursuant	to	any	Security
Document,	that	such	Lien	is	prior	in	right	to	any	other	Lien	thereon,	other	than	(i)	in	respect	of	any	Collateral	(other	than	cash	or	Cash


key: chroma:document
string_value:
Equivalents),	any	Permitted	Liens	(excluding	Permitted	Liens	under	Section	10.01(s))	applicable	to	such	Collateral	arising	by	operation	of
law	and	which	as	a	matter	of	law	(and	giving	effect	to	any	actions	taken	pursuant	to	the	last	paragraph	of	Section	10.01)	have	priority	over
the	respective	Liens	on	such	Collateral	created	pursuant	to	the	relevant	Security	Document,	(ii)	any	Lien	on	property	that	would	otherwise
constitute	Eligible	Inventory	but	is	subject	to	a	lease	that	grants	to	the	landlord	thereunder	a	first	priority	perfected	security	interest	in
such	property,	(iii)	in	respect	of	any	Eligible	Machinery	and	Equipment,	Liens	permitted	by	(x)	Section	10.01(b)(i)	so	long	as	any	such	Lien
does	not	secure	amounts	overdue	by	more	than	30	days	and	(y)	Section	10.01(b)(ii)	so	long	as	adequate	reserves	in	respect	of	GAAP	have
been	reserved	in	respect	thereof	and	(iv)	in	respect	of	any	Eligible	Real	Property,	Liens	permitted	by	Sections	10.01(a),	(b)(i),	(b)(ii)	(so
long	as	adequate	reserves	in	respect	of	GAAP	have	been	reserved	in	respect	thereof),	(e),	(h)	and	(k)	(such	Liens	described	in	clauses	(i),
(ii),	and	(iii)	and	(iv)	above,	“
First	Priority	Priming	Liens
”).
“
First	Priority	Priming	Liens
”	shall	have	the	meaning	provided	in	the	definition	of	First	Priority.
“
First	Usage	Date
”	shall	mean	the	first	date	on	which	the	Aggregate	Exposure	is	greater	than	zero.
“
Fixed	Charge	Coverage	Ratio


key: chroma:document
string_value:
“
Fixed	Charge	Coverage	Ratio
”	shall	mean,	for	any	period,	the	ratio	of	(a)(i)	Consolidated	EBITDA	for	such	period	
minus
	(ii)	the
aggregate	amount	of	all	Unfinanced	Capital	Expenditures	made	by	the	Company	and	its	Consolidated	Subsidiaries	during	such	period
minus
	(iii)	the	aggregate	amount	of	all	cash	payments	made	by	the	Company	and	its	Consolidated	Subsidiaries	in	respect	of	income	taxes
or	income	tax	liabilities	(net	of	cash	income	tax	refunds)	during	such	period	
minus
	(iv)	the	aggregate	amount	of	all	cash	Dividends	paid	by
the	Company	or	any	of	its	Subsidiaries	to	any	Person	other	than	the	Company	or	any	of	its	Subsidiaries	as	permitted	under	Section	10.03
for	such	period	to	(b)	Fixed	Charges	for	such	period.
43


