EFTA01366494.pdf

Amendment #4 Page 65 of 868 uhlt Confirm. Our Indebtedness could adversely affect our financial condition and ability to operate our business, Including restricting our ability to pay cosh dividends or react to changes in the economy or our industry. As el March 31. 2015. alter giving pro forms effect to We Organlzabonai Transactions we *curd have had approximizety 55574 3 mita) of indebtedness and an midi oral 5443 0 million avadatie for Uwe borrowings under our Revolver Ou subs/areal debt following ale completion of this offering coact have important negative corsequences on out financial coreleon, including • ✓.creasing our vUneiabhty to general cconomc and industry conditions. • requrrg a substantial portion of our cash flows from operators to be deo/toted to trw payment of principal and interest on cis indebtedness. hereby reducing our teeny to pay &extends to tellers of our Class A common stock or to use our cash flows to fund our operators. capital expenditures and Wire business opportwirtes. • trnit mg our ability to ergo/ into or receNe payments under longterm power a fuel ptrcrese contracts Wet require creek support. • kmrt mg our ability to fund operations or future at:cps:tons • restricting ow ability to make certain distributions wen respect to our capital stock and the ability of our stbsdares to make certain distributions to us ei light of resincied payment and other financial covenants nn our creed facilities and other financing ageements • exposing Ia to the rsk of increased intern rates because cenain a our borrowings. which may irckee borrowings under cis Revolver are at variable rates of interest tming ow /thirty to obtain ad:Menai financing for working capeal nerving collateral postings, capital expenditures dell service requiremerts acquartions and general corporate or otter purposes and kitting car Moldy to acttea to chargirg market con:Mons and placing us at a competcve disadvantage compared to our competitors who have less debt Cur Revolver and the indenture governing Ire Senor Notes will contan frarcal and other restrictive covenants that imit our ability to return capital to stockholders or ctrerwise engage In activities that may be in our longterm best interests Cx r natoty to satisfy certain , ria noel covenants could invert is from paying cash dividends, and our falue to comply with those and other covenants cook] result in an event of default which. if not cured or waved may entitle the related lenders to demand repayment or enforce their security interests The occurrence of an event of default under our Revolver or Ire indentue governing the Senior Notes could have a material adverse effect aloof business, financial rereilital, results of operations aid cash rotes In addtion failure to comply with SOO covenants min entitle the rated lenders to demand repayment and accelerate all such indebtedness The agreements governing our poect.level financing contain financial and Wet restrictive covenants that Imrt our project subsidiaries ability to make Ostubitions to us or °there:se engage in activites that may be in our longterm best interests The project-level enancing agreements generally prohibit dstntdions or Cmderds from the protect entries to us unless certain spec Ac ccnclitcas are met including bite satisfaction of certain financial ratios such as debt servce, leverage and loan rte ratios payment of operating and rentersroe expenses capital expenditures and hnarce charges arid the satisfaction of scheduled payments under such financing agreements Our natility to satisfy certain financial covenants may prevent cash distributions by the particular posed(s) to us and our failure to comply with those or other covenants could result in an event of default which ( not cured or waived may retie the related lenders to demand repayment 57 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-0058022 CONFIDENTIAL SDNY_GM_00204206 EFTA01366494