EFTA01366540.pdf

Amendment #4 Page III of 868 Triftlt./greItt.e011 etstnbutas from Global LLC urtil the Class A unes and Class BI Lens nave received quarterly distributors in an amoral equal to $0 2750 per unit, or the -Minimum Quarterly Distnbulion,' plus any arrearages si the paymerc d tie Minmum Quarterly Dentition from pia quarters The prachcal effect d the subordination of the Class B units is to ncrease the bicelihood that during the Subordination Period there will be afficent CAFDto pay the Mirenum Quarterly Dentition on the Class A units (and Class BI units if ay). To reduce the effect on the Class A tints of delays (1any) in the closing or tne Pending Acquisitions a the comprehon cd the Coned:Med Construction Protects, our Sponsor rats agreed to forego detritutons on its Class B uses under cenan arcurrstances In pancular. as Sponsor has agreed to forego any Ostntutocns on its Class B WAS with respect to the thrd and toxin quartets of 2015(i.e. , drstribitions declared on or prior to March 31. 2016), and thereafter. under certain circumstances, to forego disuibuons on its Class B units urtii the exprabon of the Distnbution Forbearance Peed. Between March 31. 2016 and the arid ci the Oustritution Forbearance Penod our Sponsor has agreed to forego estribions on its Class Bunts to the extent the holders of Class A units have not received cistribub:ns in an anon equal to the Minimum Quarterly Distnbuban plus any arrearages in the payment of Minimum Quarterly Cistrottors from prior quavers For a descnroon of the iDRs, the Subordination Period and the Custribuon Forbearance Penod, inducing the definitions of Subordination Period. As Delivered CAFO, Closed Acquisition CAFO, CAFD Forbearance T Iveshold and Dsmbution Forbearance Period see 'Certain relahonstips and related party transactions—Amended and Restated Operating Agreement of Global LLC—OrrartutIcns • Rationale for our dividend We have established as innel parody dmeend level after considering the amount of cash we expect to receive from Global LLC asa result of our membership interest in Gbbal LLC after the oftenng on accordance with its werating agreement and pi capacity as the sole managng member. we intend to cause Global LLC to make regular quarterly cash distributors to es mernters in an amain' equal to cash available for clistriblion generated dung a particular quarter, less reserves for working caplet needs and the prudent cceckct of our business.. and to use the amount thstnbuted to Ls to pay regular quarterly drodendi to holders of at Class A common stock Our cash available for dstntkiliOn is likely to fluctuate from (loaner to °tarter. in some cases signdicantly, as a resort of the seasonality of our assets arc mantenance and outage schedules, among Other Watts Accordirgly, during quarters in which Global LLC generates cash evadable for dstritution in excess of the amount necessary to distnbute to us to pay our stated quarterly dividend, we may cause n to reserve a person of the excess to hod rts cash aeration in future quarters In quarters in whch we do rot generate sufficient cash available for distribution to fund our stated quartets cash dmdend, it our board of Sectors so determines, we rray use sources of cash not included in our calculation of cash available for dismtuton such as net cash provided by financing ace/cies, receipts fres network upgrade rembursemerts, all or any portion of the cash on lard or. r applicable, borrowings urcier our Revolver, to pay dividends to holders of our Class A common stock AlthOugh theSe other sources of cash nay be substantial ant available to fund a dividend payment in a particular period, we exclude these items from at calculation or cash available for castnbution because we consider them non.recurnrig o otherwise not representative of tic operating cash laws we typr-ally expect to generate. Estimate of future cash available for distribution Vie primarily considered forecasted cash available for dst motion in assessing the anoint of cash trot we expect our assets mil be able to gererate for the purposes of our reel dividend Aocacingly we believe that an ',demanding of cash available to distribution is useful to investors n evaluating our abbey to pay 103 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-0058068 CONFIDENTIAL SDNY_GM_00204252 EFTA01366540