Tesla 2012 Annual Report Download - page 154
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(iii) fully collateralized repurchase agreements with a term of not more than thirty (30) days for obligations of the type described in
clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iv) below;
(iv) for an investment period of no longer than 180 days, demand deposits, time deposits, certificates of deposit or bankers’
acceptances of any commercial bank that (x) is organized under the laws of the United States or any State thereof, (y) is subject to
supervision and examination by federal or state banking authorities and (z) either (1) has combined capital and surplus of at least
$500,000,000 or (2) has the highest credit rating obtainable from S&P and Moody’s; and
(v) the Fidelity Funds, Government Fund, class three shares, CUSIP: 316175603.”
(d) Summary Chart . For the convenience of the parties, a summary of the amendments described in Sections 1(b) and 1(c) of this
Amendment is being attached hereto as Exhibit A . This summary does not purport to be complete and must be read in conjunction with the
amendments described in Sections 1(b) and 1(c) of this Amendment. In the event of any conflict between the amendments described in Sections
1(b) and 1(c) of this Amendment and the summary attached hereto as Exhibit A , the amendments described in Sections 1(b) and 1(c) of this
Amendment will prevail.
SECTION 2. Amendment of Control Agreements . Pursuant to Section 12.1 of the Arrangement Agreement and Section 6.1 of the
Collateral Trust Agreement, DOE hereby consents to the amendment of (a) that certain Blocked Account Control Agreement (Dedicated
Account), dated as of January 20, 2010, among Tesla Motors, Inc., PNC Bank, National Association, and Midland Loan Services, Inc.
(predecessor to PNC Bank, National Association, doing business as Midland Loan Services, a Division of PNC Bank, National Association), and
(b) that certain Blocked Account Control Agreement (Initial Debt Service Account), dated as of January 20, 2010, among Tesla Motors, Inc.,
PNC Bank, National Association, and Midland Loan Services, Inc. (predecessor to PNC Bank, National Association, doing business as Midland
Loan Services, a Division of PNC Bank, National Association), in each case solely to the extent necessary to give effect to the amendments to
the Arrangement Agreement described in Section 1(c) of this Amendment.
SECTION 3. Representations and Warranties . Each of the Obligors hereby represents and warrants to DOE that:
(a) As of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
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