EFTA01366593.pdf

Amendment #4 Page 164 of 868 telets!.Cs!! an hens on and security interests sn substantially all present and Niue assets of Global LLC and certain of its cornesec subsidiaries. as guarantors, under Tie Bridge Facility (includrg membership interests nerd by Global LLC and Global Operating LLC di excluding any membershp interests n ncn-recourse sutsiclanes) For more 'donation regardrg tte terms of our Bndge Facility, see tescnption of certan indebtedness—Bridge Facrity ' RevoYing crexAt featly In correction with ass offering. we anticipate Vet Global Operating LLC will enter Into the Revolver. which is expected to provide for a revolving hne of credd of appro.:ornately 3440.0 nation The Revolver coil nude baroveing capacity available for letters of credit and wit alow for incremental commoments d up to $3100 neon We expect that Global LLC and cedar' of its subsidian eswil be guarantors under the Revolver The Reedier is expected to contain email financial covenants, including maxima borrower leverage ratio and rorimum borrower del servce coverage Ma In general, Global Coveting LLC expels that the Revolver will cortan covenants that are astornary for this type of fnancing. Irma-ding Imitations on indebtedness. lens, investments and restricted payments. provided. however, that we expect that each of Global Cperatrg LLC and Global LLC vrA be permitted to pay distributons to unitholders out of available cash so long as no delete on event of default under the Revolver shall have cocumtd and be controing et the tore of such aseituton a would muff therefrom and Global Operating LLC s m conobanoe with its financial covenants. In connection with the Revolver, Global Operating LLC expects 0) ant Global LLC will to required to doge 100% of the equity in Global Operating LLC and (o) that 100% of the equity in certain subside ries of Global Operating LLC wit also be requred to te pledged as collateral to the lenders Foreclosure upon such equity pledges would. under cabin circumstances result in a suostanteI loss of value to us See -Risk factors—Risks related to as business—0 cur subsidiaries default on their obligations under their project-level indebtedness. this may constitute an event of dermal tinder our Revolver. and we may be required to make PAYMent$ to lenders to mood such default or to prevent foreclosure on the cdeteral searing the protect-level debt If we am unable to or decode net to make Sun payments, we would lose certain of our renewable energy projects upon foreclosure.' Global Operating LLC expects thal the Revolver will contain events of dead' that are customary for ass type of financing Global Operatic LLC is slit in preliminary discussions with parents' arrangers and lenders with respect to the terms of the Revolver. The actual erns d On Revolver wit depend on the rends of negotebons with lenders. We opect the affiliates d certain of the trdenvnters will participate as arrangers andior lenders under the Revolver. Sensor NOW Concurrently with the completion of Ma offenng. we intend tocomdete the sale d $800 0 million of Senor Notes by Global Operating LLC n a private offering exemd Fran the registration requirements of the Securities Act to persons reasonably beloved to be patine:I irstitutional buyers in accordance with Rule 144A under the Sectribes Act and to persons article of the United States pursuant to Regulation S oder the Sect:dies Act We intend to use the estimated net proceeds therefrom together wIthtre net proceeds from Ma offenng and the Class A Common Private Placement to repay borrowings under the Bridge Facility, fund the Renfro ACrAtentiOtet and repay certain proiecblevel debt Ths prospectus shall not be deemed to be an offer to see Ora solicitation of an Offer to Puy any SeCuribe3 Offered in the Senior Notes dieting and any such offer win only be made by a separate ofkrng memorandum The Senior Notes wit be general unsecured senor obligations of Global Operating LLC end guaranteed by Global LLC and will have a seven year term For more information regarding vin terms of the Senor Notes. see 'Description of certain indebtedness—senior Notes' 156 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-0058121 CONFIDENTIAL SONY GM_00204305 EFTA01366593