EFTA01366708.pdf

Amendment #4 Page 279 of 868 shit in Conteni, Collateral Loans under the Bndge Facility and each guarantee are secured by first wanly secunty interests n (I) as of Global LLCS and each guarantors assets, (n) 100%d the cancel stock or each of Global LLC's domestic subsidiaries and gin al intercompeny debt Notwithstanding the foregang the collateral exdules the capital stock of nonreccurse swbsidiaties Events of default Tre Broge Facility ircludes customary events of deteka including payment defaults, breach of covenants breach of representations or warrartes crosaddaults and crossacceleraton certain bankruptcy and insolvency events. certan ERISA-reLated events changes .n control or ownershp (including Ins offenng) invatoty of any loan document and Is bre to acquire ems') mean energy doects (or substitutes thereof) by certain dates and wthn certain pre-ageeo project CA,FD and enterprise value requirements Revolving credit facility connection with this Ottenng we anticipate trial Global Operating LLC will enter into the Revolver which is expected to provide for a revolving line or Credit Of approximately 4440 0 nation Tre Revolver wit nclude [avowing capacity swartaide for letters of credit and we slow loci incremental commaments ol up to $310 0 melon We expect that Global LLC and certan of its subadianeswil be guarantors ender the Revolver The Revolver is expected to contain certan financial covenants, including maxima, borrower leverage ratio and rnnmurn borrower debt semce coverage ratio In general Global Operabrig LLC expects that the Revolver wil contact covenants that are customary for this type of fnancing, sawing Imitations on ■debtedesn hers, investments and restricted payments: provided, however, that we expect Met each of Global Operetta I.1C and Global LLC be permitted to pay distrauters to unitrolders out of ava lade cash so long as no default or event of default under we Revolver shall have occurred and be contnung at the trne of such cbsuitution or would result therefrom and Global Operating LLC es in cons:farce with is financial covenants. In connection with the Revolver, Global Operating LLC expects (I) that Global LLC will be required to pledge 100% of the equity in Global Operating LLC and (ii) that 100% of ate equity in certain subside nes d Global Operating LLC veil also be required to be pledged as collateral to tne lenders Foreclosure von such equity pledges would, under certan circumstances result in a substantial loss of value to is See 'Risk factors—Risks related to oar business—If our subsidanes default on their obligations under their pro)ect•Ievel endedechess, this may corstitue an event of default Lode, our Revolver or the indenture governing the Senor Notes, and we may be requred to make payments to lenders to avoid such delete or to prevent foreclosure on the collateral securing the praectlevel debt If we are unable to or decade not to make such paymerts we would lose tenon of our renewable energy projects upon foreclosure Global Operating LLC expects that the Revolver wit contain events of default that are customary for this type of fnancing Global Operating LLC a still n prelirmuary dscuserons with potential arrangers and lenders with respect to the tennis of the Revolver The acttal terms of the Revolver will depend on the results of negotiations with lenders We expect that affiliates of certan of the underwriters will participate as arrangers and/or lenders under the Revolver. Senior Notes In connection with ass edema, we intend to complete the sale of sem 0 nation of Sena Notes issued ty Global Operetta LLC in a pnvate offering exempt Iran the registration requrernents of the Semites Act to persons reasonably believed to be qualified Ireton/anal buyers in accordance with Rule 1a4A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Secuites 271 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-0058236 CONFIDENTIAL SDNY_GM_00204420 EFTA01366708