EFTA01366694.pdf

Amendment #4 Page 265 of 868 reclassifications n accordance with the terms of the amended and restated operating agreement of Global LLC and any amoeba exchange agreement Wen a holder arrerclers Class B units or Class 0,1 was of Global LLC and a corresporcerg nunter ot shares of Cans B common stock or Class Bt common stock for shares of our Class A comma stock (i) Global LLC will cancel the Class B units or Class Ert inns as applicable (id Global LLC of we issue ackliticrial Class A urns to is. (m) we will redeem and cancel a corresponding number of shares of our Class Boorman stock or Class 81 common stock. as applicable, and (iv) we will issue a correspording number of shares of Class A cornrron stock to such holder. See'-E xchange Agreement' Distributions Global LLCs amended and restated operatrg agreement will pence that chstnbutons by Global LLCvnI be allocated and made to herders of wits • d cash n respect of a specdc quarter, asdescribed below under the captors --Distneunons during the Sutordneacri Pend,' —Ostributbeis after tre Sutordreeon Period' and --IDRs' in accordance with the respective minter of members/1p oats of Global LLC held, and • in respect of al other dstnbutons (egdstnbutons in respect dawning-up, liquidation and extraordinary transactors), in accordance with the respective number of membershp units of Globe' LLC held Subotnabon Gen' Global LLts amended and restated operating agreement will prelude that, dunng the Subordration Period (as described below), the Class A units arid Cass Ell units Of any) will have the right to receive quarterly distrtutions in an amount equal to 59.2750 per wit. which amount is defiled as the 'Minmisn Quarterly Distribution' pits any arrearages n the payment of the Minimum Cuarterty Distnbution on the Class A units and Cass 81 units from prod quarters, before any destribbons may be made on the Class B units. The Cass B wits are deemed -sulardinateT because for a perod d one, referred to as the *Subordiration benod" the Class B was will rot be entitled to receive ary distributions from Global LLC until the Class A unts and Cass 81 wits have received the Minimum Quarterly Distnbubon plus any arrearages in the payment of the MIrlMuM Quarterly Pstnbuton from prior quarters Furthemore. ro arrearages will be paid on the Class B units The practical effect of the subardrated Class B units us to increase the likelihood that daring the Sfixrdnation Period there will be sufficient CAFD to pay the Mailmen Quarterly DistnIxtion on the Class A units and Cass 81 units The subordinator, of the Class B units re n addition to the Distituton Forbearance Provisoes applicable to the Class B urns descnbed below under the capten *— Detrelion Forbearance Provisions' Sutorcknabzn Penal Ire -Subordiraton Pentad means the period begnrung on the closing date of this dfenrg and extending until each of the following tests has been met, whch will be a mnimum three-year period ending no earlier than the beginning of the period br winch a OretnbUton m paid for the first quarter of 2015: • dstnbutions of CAFD on each of the neatening Cass A wits Class B units and Clan B1 units equaled or exceeded Si 10:)0 per unit She annualized Minima Quarterly Duni:upon) for each of three ronoverlarpre bur.quarter penods immediate* seceding that date, 257 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-0058222 CONFIDENTIAL SDNY_GM_00204406 EFTA01366694