Tesla 2014 Annual Report Download - page 136

Download and view the complete annual report

Please find page 136 of the 2014 Tesla annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 148

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148

Exhibit 10.35A
Confidential Treatment Requested by Tesla Motors, Inc.
October 30, 2013
Director, Portable Rechargeable Battery Business Division
SANYO Electric Co., Ltd. 222-1, Kaminaizen, Sumoto City, Hyogo 565-8555, Japan
Mr. Joseph Howell
Panasonic Industrial Devices Sales Company of America
Panasonic Corporation of North America
Two Riverfront Plaza, 7th Floor, Newark, NJ 07102-5490
This amendment (“ Amendment ”) is entered into by and between Tesla Motors, Inc. (“ Tesla ”) and Panasonic Industrial Devices Sales
Company of America f/k/a Panasonic Industrial Company, division of Panasonic Corporation of North America, and SANYO Electric Co., Ltd.
acting through Portable Rechargeable Battery Business Division, the assignee of the Agreement from Panasonic Corporation, acting through
Energy Company (collectively, “ Panasonic ”) (Tesla and Panasonic are referred to collectively as the “ Parties ”)
as of the date set forth above in
connection with the Parties’ Supply Agreement dated October 5, 2011 (as amended, the “ Agreement ”). All terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement. In consideration of the mutual promises and mutual covenants
set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree to amend the Agreement as follows:
To:
Mr. Shinsuke Nakahori
1. In Section 2(b) (Term) of the Agreement, the phrase “December 31, 2015” is deleted from the first sentence and replaced with
“
December 31, 2017.
”
2. For purposes of Section 3 (Forecast and Orders), Tesla’s subsidiaries and affiliates may issue Orders pursuant to the Agreement, and
such Orders shall be deemed to be valid and binding Orders by the issuing entity and the issuing entity shall be responsible for
payment therefor. If the issuing entity fails to pay amounts due pursuant to an accepted Order by the applicable payment date,
Panasonic shall notify Tesla and Tesla shall be responsible for such payment. Items ordered pursuant to such Orders shall count
against Tesla
’
s overall purchase commitments hereunder.
3. Section 6(c) of the Agreement is amended to include the following additional sentence: “Seller shall use a bonded carrier from the
U.S. port of entry to Tesla’s designated facility for each delivery hereunder, unless Tesla has given express, prior written waiver of
this requirement for a particular delivery.
”
4. Section 7 of the Agreement is amended to include the following additional section: “(e) In connection with the foregoing, the Parties
have agreed to the Process and Procedures for Damaged Goods Arriving at Tesla Motors dated June 22, 2012 , which is hereby
incorporated by reference into the Agreement.
”
5. The last sentence of Section 8(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “Panasonic may,
for good cause, propose a change to the payment terms and/or amount or duration of credit extended to Tesla hereunder, and the
Parties shall discuss any such proposal in good faith. Notwithstanding the foregoing, Panasonic reserves the right at any time, but
only after a good faith discussion with Tesla, [***].
”
Amendment to Tesla-Panasonic Supply Agreement
Page
1
of
5
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.