EFTA01366701.pdf

Amendment #4 Page 272 of 868 1.hlr •A Commit Distribution Forbearance Provisions Dunng the DiStnbutel Fortes ra noe Period (as defined below) Gbtel LLC s amended and restatxd operating agreement wit lint dist nbutiors of cash in respect of a Specific wade* to Cbss B units as f011Ows • the Class B units wit not under any cirocrnstances. be entitled to receive any distributions with respect to me thrd and fourth quarter of 2015 (i e distilbuttons declared on or prior to March 31. 2016) arc • thereafter, until the end of the Dstnbution Forteeranx Period, the Class B units wa riot be erttied to receive any &stow:ars to the extert the holders of Class A untS and Class BI Inns have not received distnbutions in an amount equal to me Mininum Quarterly Dstntxt on plus any arresters in the payment of Mintrnan Quantal, Dist nbuban from per quarters Ne refer to the forgoing provisions as the -Denoubon Forbearance Provisions' The tetnbuton Forbearance Period' teens on the date of the closing of thisoffenng and that on the Leer of March 31. 2016 or the date I rot the Competed CAFD Arnxnt exceeds the CAFD Forbearance Threshold Any dentleons lagone by the naders of Class B unts pursuant to tne Dstntubon Forbearance Provisions will not be Gist ntuted to holders of other classes of awls and will not oonsolute an arrearage on the Class B units After the date on which the Dstnbacon Forbearance Perod ends. distributions will be made to holders of Class B ties n accordance with the respective nurreer or urns as described above under '—Distribitions Dunngtre Subordinator) Period - "—Distritxrlion after the Subordination Pence and •—iDRs For purposes of the amerced and restated operating ageemerd • 'As Delivered CARD' rears with respect to any of the Contributed Construe on Projects (or any substitute project) transferred to us by our Sponsor the CAFD projected, as of such voices COO. lo be generated by such poled el Ire 12 months after such pineal s COD taking into account among other thugs. the protect finance union. the as.buit system size and the Production level and will be determined by mutual agreement between us and our Sponsor, • 'CAFD Forbearance Threshold means 5721 million • 'Closed Acquisition CAFD' with respect to any Pending Acquittal (or any substitute project). the CAFD projected, as of Vie later of such projectS COO or tre date we acquire such peorect to be generated by such project in the 12 months after such date takng into account, among other things me project finance strLetre the system size and the production !eve and will be deemed by mutual agreement between us and our Sponsor. and • 'Competed CAFD Annul' means the sum of the (a) tne As Detivered CAFD (as defined above) as of me first day of Sttri quarter with respect to trie Contntuted Construction Projects and any sitisotute projects contntuted by our Sponsor to Global LLC in the event any of the dentified projects tails to Betsey. COD. and (b) Vol Closed Acquishon CAFD (as defied above), as of the fest day of such quarter with respect to tne Pending AcqusitIons (and any SubefttiAe projects identified by our Sponsor in the event any of the ideated Penang Acquisitors s rot scoured) Coordination of Globs and Global LLC Al any time Global issues shares of its Class A comrnon stock for cash, the ref proceeds therefrom will prompey be transferred to Global LLC and Global LLC wit either • transfer rewry issued Class A unts of Global LLC to Global. or 264 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-0058229 CONFIDENTIAL SDNY GM_00204413 EFTA01366701