Common use of Limitation on Transactions with Affiliates and Related Persons Clause in Contracts

Limitation on Transactions with Affiliates and Related Persons. The Company will not, and will not permit, cause or suffer any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into any transaction (or series of related transactions) with or for the benefit of any of their respective Affiliates or any beneficial holder of 10% or more of the Equity Interests of the Company or any officer, director or employee of the Company or any Restricted Subsidiary (each an "Affiliate Transaction"), unless (a) such Affiliate Transaction is on terms which are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with an unaffiliated third party, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million, a majority of the disinterested members of the Board of Directors of the Company shall have approved such transaction and determined that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, the Company shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not apply to (i) transactions with or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit Facility.

Limitation on Transactions with Affiliates and Related Persons. The Company will shall not, and will shall not permit, cause or suffer permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction (other than transactions contemplated by the Allocation Agreement) not in the ordinary course of business with an Affiliate or Related Person of the Company (other than the Company or a Subsidiary of the Company), including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service, or the making of any loan, advance or Investment, either directly or indirectly, involving aggregate consideration in excess of $10 million in respect of any single transaction or series of related transactionstransactions unless: (i) with or for such transaction is, in the benefit of any of their respective Affiliates or any beneficial holder of 10% or more reasonable opinion of the Equity Interests Board of Directors of the Company or any officersuch Subsidiary, director on terms no less favorable to the Company or employee such Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or a Related Person; and (ii) in the event that the aggregate consideration is in excess of $25 million, either (x) an investment banking firm of national reputation in the United States shall have delivered its letter to the Board of Directors of the Company or such Subsidiary confirming the matters described in clause (i) above or (y) in the case of the purchase or sale of a Vessel, three Independent Appraisers shall have submitted determinations of the Appraised Value of such Vessel as of the date of such appraisal to the Company or such Subsidiary, and the value received (in the case of a sale) or paid (in the case of a purchase) by the Company or such Subsidiary shall not be materially lower (in the case of sale) or materially higher (in the case of a purchase) than the average of the Appraised Values assigned to such Vessel by such Independent Appraisers, provided that this clause (ii) shall not apply to Vessel charter arrangements between the Company or any Restricted Subsidiary (each an "Affiliate Transaction"), unless (a) of its Subsidiaries and their Affiliates and Related Persons if such Affiliate Transaction is on terms which arrangements are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than would those that could be available obtained in a comparable arm's-length transaction with an unaffiliated third partyentity that is not an Affiliate or Related Person, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million, a majority of the disinterested members of each case as determined in good faith by the Board of Directors of the Company shall have approved or such transaction Subsidiary; and determined provided further that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, the Company covenant shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, not prohibit any transactions contemplated by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of viewAllocation Agreement. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not apply to (i) transactions with or among the Company may, and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with may permit any officer, director or employee Subsidiary of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) make any Restricted Payments made in compliance with Section 4.06 (including without limitation the making Payment consisting of any payments a dividend or distributions permitted to be made a distribution in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit Facility10.11.

Limitation on Transactions with Affiliates and Related Persons. The Company will not, and will not permit, cause or suffer any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into any transaction (or series of related transactions) with or for the benefit of any of their respective Affiliates or any beneficial holder of 10% or more of the Equity Interests of the Company or any officer, director or employee of the Company or any Restricted Subsidiary (each an "Affiliate Transaction"), unless --------------------- (a) such Affiliate Transaction is on terms which are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available avail able in a comparable transaction with an unaffiliated third party, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million, a majority of the disinterested members of the Board of Directors of the Company shall have approved such transaction and determined that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, the Company shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not apply to (i) transactions with or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit Facility.

Limitation on Transactions with Affiliates and Related Persons. The Company None of the Issuers nor any of their Restricted Subsidiaries will not, and will not permit, cause or suffer any Restricted Subsidiary to, enter into directly or indirectly, conduct any business or enter into indirectly any transaction (or series of related transactions) with or for the benefit of any of their respective Affiliates or Related Persons (other than the Issuers or a Restricted Subsidiary of an Issuer), including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any beneficial holder service, or the making of 10% any guarantee, loan, advance or more Investment, either directly or indirectly, involving aggregate consideration in excess of $2.0 million unless (i) a majority of the Equity Interests disinterested directors of the Board of Directors of the Company determines, in its good faith judgment evidenced by a resolution of such Board of Directors filed with the Trustee, that the terms of such transactions are at least as favorable as the terms that could be obtained by such Issuer or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $10.0 million the Company shall also obtain, prior to the consummation of the transaction, the favorable opinion as to the fairness of the transaction to such Issuer or Restricted Subsidiary from a financial point of view from an independent financial advisor; and (ii) such transaction is, in the opinion of a majority of the disinterested directors of the Board of Directors of the Company evidenced by a resolution of such Board of Directors filed with the Trustee, on terms no less favorable to such Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with an entity that is not an Affiliate or a Related Person. The provisions of this Section 4.03 shall not apply to (i) transactions permitted by the provisions of Section 4.06; (ii) payment of reasonable fees, compensation or employee benefit arrangements to, and indemnity provided on behalf of, officers, directors and employees of the Company and its Subsidiaries as determined in good faith by the Board of Directors of the Company; (iii) loans, payments or advances to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company; (iv) the existence of, or the performance by the Company or any officerof its Restricted Subsidiaries of its obligations under the terms of, director any stock purchase agreement or employee stockholder agreement (including any registration rights agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; (v) the existence of, or the performance by the Company or any of its Restricted Subsidiary Subsidiaries of its obligations under the terms of that certain advisory agreement dated as of April 15, 2003 between the Company and CVC Management LLC as in effect on the Issue Date; (each an "Affiliate Transaction")vi) the payments by the Company or any of its Restricted Subsidiaries to the Principals or any of their Affiliates made for any financial advisory, unless (a) financing, lending, underwriting or placement services or in respect of other investment banking activities, provided that the terms of such Affiliate Transaction is on transaction are at least as favorable as the terms which are no less favorable to that could be obtained by the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with made on an arm’s-length basis between unaffiliated third party, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value parties and that are approved in excess of $5.0 million, good faith by a majority of the disinterested members of the Board of Directors Directors; and (vii) if otherwise permitted hereunder, the issuance of Capital Stock (other than Disqualified Stock) or the issuance or exercise of options to acquire Capital Stock (other than Disqualified Stock) of the Company shall have approved such transaction and determined that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series any of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or moreits Restricted Subsidiaries to any Affiliate, the Company shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not apply to (i) transactions with or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course or any of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit FacilitySubsidiaries.

Limitation on Transactions with Affiliates and Related Persons. The Company will shall not, and will shall not permit, cause or suffer permit any Restricted Subsidiary of the Company to, directly or indirectlyafter the date of this Indenture, conduct any business or enter into any transaction (or series of related transactions) with (including the purchase, sale, lease or for exchange of property, the benefit rendering of any service or the making of their respective Affiliates any loan or advance) with any beneficial holder of 10% Affiliate or more of the Equity Interests Related Person of the Company or any officer, director or employee of (other than the Company or any Restricted Subsidiary (each an "Affiliate Transaction"Subsidiary), including any Investment, either directly or indirectly, that involves total consideration or asset transfers in excess of $1,000,000 (i) unless (a) such Affiliate Transaction transaction is on terms which are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than would those that could be available obtained in a comparable arm"s-length transaction with an unaffiliated third party, entity that is not an Affiliate or Related Person and is in the best interests of the Company or such Restricted Subsidiary and (bii) if such Affiliate Transaction (or series of related Affiliate except for the Transactions) . For any transaction that involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million1,000,000 but less than or equal to $5,000,000, the Chief Executive Officer of the Company shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a certificate filed with the Trustee. For any transaction that involves in excess of $5,000,000, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution filed with the Trustee. For any transaction that involves in excess of $10,000,000, the Company shall have approved such also obtain an opinion from a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction and determined that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactionstransactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, for which the Company shall have obtained a written opinion from an Independent Financial Advisor is required stating that the consideration to be paid such transaction (or received, as the case may be, by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction series of related transactions) is fair on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm"s-length transaction with an entity that is not an Affiliate or Related Person of the Restricted SubsidiaryCompany, as which opinion shall be filed with the case may beTrustee; provided, from a financial point of view. Notwithstanding HOWEVER, that the foregoing, the foregoing restrictions set forth in this Section 4.03 shall will not apply to to: (ia) transactions with reasonable employment, compensation, bonus or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement granting of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving stock acquisition rights and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit Facility.incentives other than Redeemable

Limitation on Transactions with Affiliates and Related Persons. The Company will shall not, and will shall not permit, cause or suffer permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction (or series of related transactions) with (including the purchase, sale, lease or for exchange of property, the benefit rendering of any service or the making of their respective Affiliates any loan or advance) after the date of this Indenture with any beneficial holder of 10% Affiliate or more of the Equity Interests Related Person unless: (i) such Affiliate or Related Person is (both before and after such transaction) (a) Allied Parent or a Wholly Owned Restricted Subsidiary of the Company or (b) another Restricted Subsidiary of the Company, the minority interests in which are not held by any officerAffiliate or Related Person; or (ii) where the total consideration given or to be provided by the Company or such Restricted Subsidiary in or pursuant to such transaction (or series) (including cash, director the fair value of non-cash property and the assumption of Debt) (a) will be no more than $1 million, the Chief Executive Officer, the Chief Operating Officer or employee the Chief Financial Officer certifies in an Officers' Certificate that the terms of the transaction (or series) are in the best interests of the Company or any such Restricted Subsidiary (each an "Affiliate Transaction"), unless (a) such Affiliate Transaction is on terms which and are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than would those that could be available obtained in a comparable arm's-length transaction with an unaffiliated third partyentity that is not an Affiliate or Related Person, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value will be in excess of $5.0 1 million but no more than $5 million, a majority of the disinterested members of the Board of Directors determines in its good faith judgment, as evidenced by a Board Resolution, that the terms of the transaction are in the best interests of the Company shall have approved or -110- 125 such transaction and determined that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, the Company shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair and are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or a Related Person; or (c) will be in excess of $5 million, a nationally recognized investment banking firm (which may not be an Affiliate or Related Person of the Company), in a written opinion delivered to the Board of Directors prior to consummation of such transaction (or series) that the terms of the transaction (or series) are in the best interests of the Company or such Restricted SubsidiarySubsidiary and are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or Related Person; provided, as however, that the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 foregoing restriction shall not apply to (i) transactions with or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, Intercompany Agreements as in effect on the 1997 Notes Issue Date, including any amendment date of this Indenture or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any the transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit Facilitycontemplated thereby.

Limitation on Transactions with Affiliates and Related Persons. The Company will shall not, and will shall not permit, cause or suffer permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction (other than transactions contemplated by the Allocation Agreement and Pooling Agreement) not in the ordinary course of business with an Affiliate or Related Person of the Company (other than the Company or a Subsidiary of the Company), including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service, or the making of any loan, advance or Investment, either directly or indirectly, involving aggregate consideration in excess of $2.5 million in respect of any single transaction or series of related transactionstransactions unless: (i) with or for such transaction is, in the benefit of any of their respective Affiliates or any beneficial holder of 10% or more reasonable opinion of the Equity Interests Board of Directors of the Company or any officersuch Subsidiary, director on terms no less favorable to the Company or employee such Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or a Related Person; and (ii) in the event that the aggregate consideration is in excess of $10 million, either (x) an investment banking firm of national reputation in the United States shall have delivered its letter to the Board of Directors of the Company or such Subsidiary confirming the matters described in clause (i) above or (y) in the case of the purchase or sale of a Vessel, three Independent Appraisers shall have submitted determinations of the Appraised Value of such Vessel as of the date of such appraisal to the Company or such Subsidiary, and the value received (in the case of a sale) or paid (in the case of a purchase) by the Company or such Subsidiary shall not be materially lower (in the case of sale) or materially higher (in the case of a purchase) than the average of the Appraised Values assigned to such Vessel by such Independent Appraisers, provided that this clause (ii) shall not apply to Vessel charter arrangements between the Company or any Restricted Subsidiary (each an "Affiliate Transaction"), unless (a) of its Subsidiaries and their Affiliates and Related Persons if such Affiliate Transaction is on terms which arrangements are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than would those that could be available obtained in a comparable arm's-length transaction with an unaffiliated third partyentity that is not an Affiliate or Related Person, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million, a majority of the disinterested members of each case as determined in good faith by the Board of Directors of the Company shall have approved or such transaction Subsidiary; and determined provided further that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, the Company covenant shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, not prohibit any transactions contemplated by the Company Allocation Agreement or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not apply to (i) transactions with or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit FacilityPooling Agreement.

Limitation on Transactions with Affiliates and Related Persons. The Company will shall not, and will shall not permit, cause or suffer permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction (other than transactions contemplated by the Allocation Agreement) not in the ordinary course of business with an Affiliate or Related Person of the Company (other than the Company or a Subsidiary of the Company), including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service, or the making of any loan, advance or Investment, either directly or indirectly, involving aggregate consideration in excess of $2.5 million in respect of any single transaction or series of related transactionstransactions unless: (i) with or for such transaction is, in the benefit of any of their respective Affiliates or any beneficial holder of 10% or more reasonable opinion of the Equity Interests Board of Directors of the Company or any officersuch Subsidiary, director on terms no less favorable to the Company or employee such Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not an Affiliate or a Related Person; and (ii) in the event that the aggregate consideration is in excess of $10 million, either (x) an investment banking firm of national reputation in the United States shall have delivered its letter to the Board of Directors of the Company or such Subsidiary confirming the matters described in clause (i) above or (y) in the case of the purchase or sale of a Vessel, three Independent Appraisers shall have submitted determinations of the Appraised Value of such Vessel as of the date of such appraisal to the Company or such Subsidiary, and the value received (in the case of a sale) or paid (in the case of a purchase) by the Company or such Subsidiary shall not be materially lower (in the case of sale) or materially higher (in the case of a purchase) than the average of the Appraised Values assigned to such Vessel by such Independent Appraisers, provided that this clause (ii) shall not apply to Vessel charter arrangements between the Company or any Restricted Subsidiary (each an "Affiliate Transaction"), unless (a) of its Subsidiaries and their Affiliates and Related Persons if such Affiliate Transaction is on terms which arrangements are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than would those that could be available obtained in a 90 comparable arm's-length transaction with an unaffiliated third partyentity that is not an Affiliate or Related Person, (b) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $5.0 million, a majority of the disinterested members of each case as determined in good faith by the Board of Directors of the Company shall have approved or such transaction Subsidiary; and determined provided further that such transaction complies with the foregoing provisions and (c) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value of $25.0 million or more, the Company covenant shall have obtained a written opinion from an Independent Financial Advisor stating that the consideration to be paid or received, as the case may be, not prohibit any transactions contemplated by the Company or the Restricted Subsidiary pursuant to such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this Section 4.03 shall not apply to (i) transactions with or among the Company and the Wholly Owned Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (iii) the Agreement of Limited Partnership of the Company or the Agreement of Limited Partnership of FVOP, in each case, as in effect on the 1997 Notes Issue Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Indenture, and any transactions undertaken pursuant to any other contractual obligations in existence on the 1997 Notes Issue Date (as in effect on the 1997 Notes Issue Date), (iv) the issue and sale by the Company to its partners or stockholders of Qualified Equity Interests, (v) any Restricted Payments made in compliance with Section 4.06 (including without limitation the making of any payments or distributions permitted to be made in accordance with clauses (i) through (vi) of the penultimate paragraph of Section 4.06), (vi) loans and advances to officers, directors and employees of the Company and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices, (vii) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to the Company and its Subsidiaries in the ordinary course, (viii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) under the definition of "Permitted Indebtedness" set forth in Section 4.04, (ix) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof and (x) the Senior Credit FacilityAllocation Agreement.