EFTA01366692.pdf

Amendment #4 Page 263 of 868 ebir of ColMmt• Os Sponsor has agreed to make ail interest payments under the Bodge Facility old all obligations under the aedt agreement govelnng the Bodge Facility have teen satisfied The agreement is stratect to termination n the event either (0 tie Bndge Fealty is repaid in full a On the Sponsor has hefted es oagaton to contribute all of tie protects enLrnerated in the Investment Agreement, as amended and in effect from time to bat Immediately prior to the completion Othis dieting we will erter into an agreement or the 'Project Iniestment Agreement: pursuant to which our Sponsor wdI agree to contnbee to us the EOra Bora weld protect n molds the IFS Star and WXA solar protects in Thailand and the Del Utoral and El Narartal solar projects in Uruguay, all of wroth are under talent:1On The Protect Investment Agreement will set lath peed COnIntuten deadlires and the projected CAM asset:Cad with each such protect In the event that a speeded project carnal be coatibaled by the applicable cents on deal:lane, our Sponsor will have the right to contribute a sutstibee protect or project; so long as the aggregate projected CAFD of all iX0eiCtScontsbuled or schedied to be contrib.:Rd pursuant to the Project Investment Agreement equals or erceere We CAFD threefOld provided for in the ageernent We we cause the project companies to either repay or arrange ire refinancing d any construct:a Manton/1j owed by them at COO Interest Payment Agreement Im.malatery poor to the completion ol this cream, Gem LLO and Gbbal Operating LLC will eta onto the Interest Payment Agreement with our Sponsor and SunEdson Ito rgs Corporation, pursuant to whch or Spcnsorvoll agree to pay an aggregate amcul equal to all of the scheduled interest on the Senor Notes trite December 31 2016 and up to an aggregate amount of $40 nation in 2017, $30 melon in 2018, S20 motion in 2019 and 510 mllion n 2020, plus any interest due on any payment not remitted when due Ow Sponsor will not be obligated to pay any anuses due under such senior rdebtedriess in conrecton with an accelerecin of tie payment of the princpal amount of such indebtedness. Global LLC will be enttled to set df any arrounts owing by SinEdison pursuant to the Interest Payment Agreement against any and all sums owed by Octet LLC toSi/1612On under Ire distntuton prcmsions cr the amended and restated operating agreement of Global LLC, and Global LLC may pay such amourts to Global Operatrg LLC. The Interest Payment Ageement terminates upon paymerl by SunEdiSai Of all amounts owing thereunder. t may. however, be terrnireted prior to that by rreAusi written agreement of our Sponsor and Global Opt:stag LLC and will aulanslicary termirele upon the repayment in full d the outstaning pretreat amount of the Senor Notes a a charge or control of us, Global LLC a Global Operating LLC The agreement may alto be terminated at the election d our Sponsor, Global LLC or Global Operating LLC if any ol them experiences certain events relating to bankruptcy or insatency. My decision by aeon LLC or Global Operating LLC to termnate the Interest Payment Agreement met have the prior approval of a majority of ire meirims of our Corporate Governance and Conflicts Committee Amended and Restated Operating Agreement of Global LLC Immediately pra to the completion of this &fang the °pealing agreement of Global LLC we be amended and restated to authorize three classes of units (De Class A ins the Class B units and the Class BI unts) and n appoint us as the sae managrg neater of Global LLC Tie following is a descnplon ci the material term of Global LLCs amended and restated operably agreement Governance Global will serve as the sole rreregrg member of Global LLC As such, Global, and effectreely our board of &actors will oontrol the business arc afters of Global LLC and be responsible for the managemert of its 255 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058220 CONFIDENTIAL SDNY_GM_00204404 EFTA01366692