EFTA01366709.pdf

Amendment #4 Page 280 of 868 luMLipc.c!! en, Act The Senor Notes will tear interest at a toed rate which merest wit te payable in cash sernuannualy, and will have a seven year term The Senor Notes will be subject to customary redemption rights for hgn yield debt secunies The Senor Notes wit be guaranteed by Global LLC and any subsidiaries of Global Operating LLC net guarantee Global Operatrg LLCs obligators under the Revolver Global we nd guarantee the Senor Notes The terms of the Senor Notes will be governed under an indenture among Global LLC, Global Cperating LLC, any so:eatery guarantors and a tnstee The indentue will provide that upon tne occurrence of a charge d control as delved tlweir\ Global Operating LLC must offer to repurchase the Senior Notes at 10•1% of the applicable principal amount plus accrued and unpaid interest and /Wartime] interest, if any, to the repurchase date. The indenture will also cortain customary recjatwe covenants subject to a number Cl mportart exceptions and qualifications at:facade to Global LLC, Gotel Operating LLC arid its restncted sutsichanes axles:kg without Imitatecn, covenants related to indettechess. disqualified stock and preferred stock, Owderds and chstritutons to stockholders and parent entities, repsdese and iedemption of capital stock. Meet/rents transactions wan affiliates, lens. mergers, consolidators arid trarsters of statartally all assets transfer or sale of assets, including capital stock of sutechanes and prepayment, redemption or repurchase of indebtedress subordinated to the Senior Notes The indenture will also provde Ice customary events of default which if any of term occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable We expect that athletes of certain of the underwriters will participate as meal purchasers of the Senor Notes Project-level financing arrangements As suhmanzed below, we have outstanC ng propect-speafic ron-recourse I rencarg that e backed by certain of our renewable energy system assets nolo:fro liens on such assets in favor of the applicable lenders The stores or other Kea interests d the project-level enDtes have also generally teen pledged as security Leder such rnancing arrangemerte. These financing arrangements generally include customary covenants. such as restrictive covenants that lime the ability of the project-level entities to make cash cestnbubore to their parent companies and utrnatety to Le d certain financial ratios are not met Our Brazilprojects Bahia The Bahia protect a financed with a BRIcoleriorninited term loan from the Brazilian Development Bank, which had an otestanding principal amount or approxmateli BRL 279 a million (approximately 585 1 million) as or Macon 31 2015 The terra loan metres in the second canner d 2029 The term ken bears interest at a vartade rate equal to the sum of the TJLP plus 218% per annum As of March 31. 2015. the effective nave rate on the term loan was epdoximatety 7 68% per amen. The Bane project is also Merced by a subloan, which has an outstanding Wool amount or approximately BRL 2 5 maim (approximately 50 8 million) The sub-loan matures in the second quarter of 2029 The sub -loan Dears varied* iMereel equal to the TJLP wan a two-year grace period for intereSt Paymend and a so-year grace period In( principal payment' Pe term loan caitains various customary restnebve covenants incasing covenant mending the payment of thentiLtiore and requirirg maintenance of cenan financial ratios See'—Summary of financed and Ostnbuton covenants' for addectal information regercerg partials/ financial maintenance and restricted payment rates VVe expect to repay Ms proect-level indebtedness with the proceeds from ins offenng 272 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-0058237 CONFIDENTIAL SDNY_GM_00204421 EFTA01366709