EFTA01366477.pdf

Amendment #4 Page 48 of 868 1:0*..91.flutFen Subordination Period The 'Subordination Pence means the period beginning on the closing date of Mrs offering and extending until each of the !Wowing tests has been met, which will be a minimum three-year period ending no earter than the beginning of the penod for which a dstribution is paid for the first quarter of 2018 • destnbutions of CAFD on each of We outstandirg Class A units, Class B units and Class 81 units of Global LLC equaled or exceeded S1 1000 per unit (the annualized Minirrum Quarterly Dstribeion) fix each of the tutee corseolsre, non-overlapprig, founquarter periods immediately precedrg that date • the CAFD generated ding each of the ttree consecutive, noneveriapprg. four-quarter woes rnmediatey preceding that date equaled or exceeded the sum of 51.1000 per unit (the annualized Minirnim Cuartery Destrituto-i) on all of the outstanding Class A ants. Class Et units and Class B1 units of Global LLC during those periods on a fully diluted basis, and • Were are ro arearages in payment of the Minimum Latterly Distndtion on the Class A units or Class BI units of Global LLC Nctenthstandrg the foresping the Subordination Period wit automatically terminate when each of the folowing tests are met • distributions or CAFO on each of the outstanding Class A units, Card B units and Class 81 units of Global LLC equaled or exceeded SI 6500 per unit (150 0% of the annualized Minimum Quarterly Dstnbuton) for the four- quarter period irrrnedialey precedng not date, the CAFD generated ckrirg the four-quarter period irrrnedlMey preceding that date equaled or exceeded the urn of ($) $1 6500 per ire (1500% of the annualized M fl an Quarterly DistributiOn) on all of the outstanding Class A units, Class B units and Class 91 as of Global LLC ding such tour quarters on a hay dilute! bests, and (.) the correscondro distributions at the lCRs doing such four darters. and there are no arreerages In primers of the Mirenum Quarterly Distributions on the Clan A urns or Class 81 units of Global LLC. Distribution Forbearance Provisions Ois Spore°, has agreed to forego ary distributions on its Class B units with respect to the Mord and fourth quarters of 2015 t e , dstntuticris declared on or pnor to March 31, 2016), and thereafter, under certan cscumstances, to forego distnbutons on is Class B units 'sal the expraton of the Distritetion Forbearance Period Between March 31, 2016 and the end of the Distnbueon Forbearance Period our Sponsor has agreed to forego distrtidons on its Class B units to the extent the holders of Ct3S6 Auriga and Class El1 units have not reserved distributions in an amount equal to the Minmum Quarterly Distribution plus any arrearages n the pairrert of Minimum Quarterly OiwiDAons from peer quarters See 'Certain relationships and related party transaction•—Amended and Restated Operating Agreement of Global LLC-0istnbutwre• 43 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-0058005 CONFIDENTIAL SDNY GM_00204189 EFTA01366477