EFTA01366473.pdf

Amendment #4 Page 44 of 868 TAftlast.filoolf:Md tnIe believe based on our Menotti forecast and related aSSurectOrY induCled in 'Cash drodend pdicy—Estirroted cash avaiLabe for distribution for the twelve months endrg Are 33, 2016 and December 31. 2016' and our acqusition strategy that we wn generate splicer( cash available for astnbution to succor our Mininon Cuartery Distribution of SO 2750 per share of Class A common stock (51.1000 per share on an annualized basis) However. we do not have a legal obi gat on to declare or pay dmdends at such meal quarterly dividend level or at all See *Cash dividend policy' Class B common stock Holders of our Class B common stock wit rot have any right to receive cash dividends See -Descoption of capital stock—Class B common stock—DMdend and liquidaten rghts • However, holders of our Class B common stock will also hold Class B urns issued by Global LLC As a rest* of holdng the Class B units, subject to certain Mutations during the Subordination Period and the Distribution Forbearance Period. oar Sponsor will be coked to share in distribit ions from Global LLC to its unit holders (including ostneutons to us as the holder of the Class A wits ol Global LLC) See 'Certain relabonships and related party transactions—Attended and Restated Operating Agreement of Global LLC—Distributors' Class Si common stock Holders of our Class B1 common stock mu not have any right to receive cash dividends See Description of capital stock—Cass B1 common stock—Dryden: and liquidation rights ' However, holders of of Class B1 common stock win also hold Class B1 vats issued by Global LLC. As a mutt o holding Class B1 units. such holders will be sowed to share in dstribflions from Gbtal LLC to its unt holders (induct ng distributions to us as the holder of the Class A units of Global LLC) pro rata based on the number of units held See 'Conan retatcristips and related party transachans— Amended and ReSlatec1Cperating Agreement 01 Globe) LLC—CistributOnt ' IDRs The I0Rs represent the ngt1 to receive increasing percentages (15 0%. 25 0% and 500%) of Gbbal LLCS quarterly distributions after the Class A ones, Class B tints and Class El1 urrts of Global LLC have received quarterly distributions in an amour( equal to 50 2750 per unt. Or the 'Minimum Quarterly Distribution; and the Urget distribikon levels have been achieved Cur Sponsor has gaoled us a right 01 first refusal with respect to any proposed sale of iDiqs to a ihrd patty (other than its controlled affiliates), which we may exercise to posehate the ICRs proposed to be sold on the sarreturns offered to such tad party al any ore wenn 30 Cay$ after we receive written notice of me proposed sale and its terms II for a ry (waster • Global LLC hat MU* cash OtsIntasbent to the Wafers Olds Clint A Lints Class 01 ants and, subsett to me Subordination Period and the Distribution Forbearance Provisions Oass 8 unit in an amount equal to the Minmum Quartery Distntoution and 36 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-0058001 CONFIDENTIAL SDNY_GM_00204185 EFTA01366473