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

Limitation on Transactions with Related Persons. Neither the Company nor any of the Subsidiaries will (i) sell, lease, transfer or otherwise dispose of any of its Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (a "Related Person Transaction"), other than Related Person Transactions that are on terms (which terms are in writing) no less favorable to the Company or a Subsidiary, as applicable, than could be obtained in a comparable arm's length transaction from an unaffiliated party; provided that, if the Company or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an aggregate value of more than (i) $1.0 million, such Related Person Transaction will have been approved by a majority of the disinterested directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; (ii) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; and (iii) Restricted Payments that are not prohibited by Section 4.10.

Limitation on Transactions with Related Persons. Neither the (a) The Company nor shall not, and shall not permit any of the its Subsidiaries will to, enter directly or indirectly into, or permit to exist, any transaction or series of related transactions with any Related Person (including, without limitation: (i) sellthe sale, lease, transfer or otherwise dispose other disposition of any of its Property toproperties, assets or securities to such Related Person, (ii) the purchase or lease of any property fromproperty, assets or securities from such Related Person, (iii) make any an Investment in such Related Person (other than excluding Investments permitted to be made pursuant to clauses (iii), (vi), (viii), (x), (xi), (xii), and (xvi) of the definition of "Permitted Unrestricted Subsidiary Investments Investment"), and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter entering into or amending any contract or agreement with or for the benefit of, of a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) ownseach, directly or indirectly, an equity interest) (a "Related Person Transaction")), other than Related Person Transactions that except for (A) permitted Restricted Payments, including for this purpose the transactions excluded from the definition of Restricted Payments by the proviso contained in the definition of "Restricted Payments", (B) transactions made in good faith, the terms of which are on terms (which terms are in writingx) no less favorable fair and reasonable to the Company or a such Subsidiary, as applicablethe case may be, than and (y) at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length transaction from basis with Persons who are not Related Persons, (C) transactions between the Company and any of its Wholly Owned Subsidiaries or transactions between Wholly Owned Subsidiaries of the Company, (D) transactions pursuant to the Services Agreement, the Transfer Agreement, the Tax Allocation Agreement, the Gas Purchase Agreement, the Expense Reimbursement Agreement, the TARC Intercompany Loan and related security documents, and the Registration Rights Agreement (E) the lease of office space to the Company or an unaffiliated party; Affiliate of the Company by TransAmerican or an Affiliate of TransAmerican, provided thatthat payments thereunder do not exceed in the aggregate $200,000 per year, if (F) any employee compensation arrangement in an amount which together with the amount of all other cash compensation paid to such employee by the Company and its Subsidiaries does not provide for cash compensation in excess of $5,000,000 in any fiscal year of the Company or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an aggregate value of more than (i) $1.0 million, such Related Person Transaction will have and which has been approved by a majority of the disinterested Company's Independent Directors and found in good faith by such directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, as the case may be, (G) loans to the Company which transactions together with all other Related Person Transactions in a are permitted to be Incurred pursuant to the terms of Section 4.11; (H) the amounts payable by the TEC and its Subsidiaries to Southeast Contractors for employee services provided to the Company not exceeding the actual costs to Southeast Contractors of the employees, which costs consist solely of payroll and employee benefits, plus related series involve or have administrative costs and an aggregate value administrative fee, not exceeding $1.0 million 2,000,000 per year in each fiscal year; (ii) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faithaggregate; and (iiiI) Restricted Payments that are the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not prohibited by Section 4.10to exceed $2,500,000 per year.

Limitation on Transactions with Related Persons. Neither the (a) The Company nor shall not, and shall not permit any of the its Subsidiaries will to, enter directly or indirectly into, or permit to exist, any transaction or series of related transactions with any Related Person (including, without limitation: (i) sellthe sale, lease, transfer or otherwise dispose other disposition of any of its Property toproperties, assets or 37 44 securities to such Related Person, (ii) the purchase or lease of any property fromproperty, assets or securities from such Related Person, (iii) make any an Investment in such Related Person (other than excluding Investments permitted to be made pursuant to clauses (iii), (vi), (viii), (x), (xi), (xii), and (xvi) of the definition of "Permitted Unrestricted Subsidiary Investments Investment"), and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter entering into or amending any contract or agreement with or for the benefit of, of a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) ownseach, directly or indirectly, an equity interest) (a "Related Person Transaction")), other than Related Person Transactions that except for (A) permitted Restricted Payments, including for this purpose the transactions excluded from the definition of Restricted Payments by the proviso contained in the definition of "Restricted Payments", (B) transactions made in good faith, the terms of which are on terms (which terms are in writingx) no less favorable fair and reasonable to the Company or a such Subsidiary, as applicablethe case may be, than and (y) at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length transaction from basis with Persons who are not Related Persons, (C) transactions between the Company and any of its Wholly Owned Subsidiaries or transactions between Wholly Owned Subsidiaries of the Company, (D) transactions pursuant to the Services Agreement, the Transfer Agreement, the Tax Allocation Agreement, the Gas Purchase Agreement, the Expense Reimbursement Agreement, the TARC Intercompany Loan and related security documents, and the Registration Rights Agreement (E) the lease of office space to the Company or an unaffiliated party; Affiliate of the Company by TransAmerican or an Affiliate of TransAmerican, provided thatthat payments thereunder do not exceed in the aggregate $200,000 per year, if (F) any employee compensation arrangement in an amount which together with the amount of all other cash compensation paid to such employee by the Company and its Subsidiaries does not provide for cash compensation in excess of $5,000,000 in any fiscal year of the Company or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an aggregate value of more than (i) $1.0 million, such Related Person Transaction will have and which has been approved by a majority of the disinterested Company's Independent Directors and found in good faith by such directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, as the case may be, (G) loans to the Company which transactions together are permitted to be Incurred pursuant to the terms of Section 4.11; (H) the amounts payable by the TEC and its Subsidiaries to Southeast Contractors for employee services provided to the Company not exceeding the actual costs to Southeast Contractors of the employees, which costs consist solely of payroll and employee benefits, plus related administrative costs and an administrative fee, not exceeding $2,000,000 per year in the aggregate; and (I) the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not to exceed $2,500,000 per year. (b) Without limiting the foregoing, except for sales of accounts receivable to an Accounts Receivable Subsidiary in accordance with all other Section 4.20, (i) with respect to any Related Person Transaction or series of Related Person Transactions (other than any Related Person Transaction described in a related series involve clause (A) (with respect to Permitted Restricted Payments by virtue of clauses (i), (ii), (iv), (vii), (ix), (x) or have (xi) of the proviso contained in the definition of "Restricted Payments"), (C), (D), (E), or (G) of Section 4.10(a)) with an aggregate value not exceeding in excess of $1.0 million in each fiscal year; (ii) fees and compensation paid to or agreements with officers5,000,000, directors, employees or consultants such transaction must first be approved by a majority of the Board of Directors of the Company or any its Subsidiary which is the transacting party and a majority of the directors of such entity who are disinterested in each case that are reasonablethe transaction pursuant to a Board Resolution, as determined (x) fair and reasonable to the Company or such Subsidiary, as the case may be, and (y) on terms which are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, on an arm's length basis with Persons who are not Related Persons, and (ii) with respect to any Related Person Transaction or series of related Person Transactions (other than any Related Person Transaction described in clause (A) (with respect to permitted Restricted Payments by virtue of clauses (i), (ii), (iv), (vii), (ix), (x) or (xi) of the proviso contained in the definition of "Restricted Payments") (C), (D), (E) or (G) of Section 4.10(a)) with an aggregate value in excess of $10,000,000, the Company must first obtain a favorable written opinion as to the fairness of such transaction to the Company or such Subsidiary, as the case may be, from a financial point of view, from a "big 6 accounting firm" or a nationally recognized investment banking firm; provided that such opinion shall not be necessary if approval of the Board of Directors or senior management thereof to such Related Person Transaction has been obtained after receipt of bona fide bids of at least two other independent parties and such Related Person Transaction is in good faith; and (iii) Restricted Payments that are not prohibited by Section 4.10the ordinary course of business.

Limitation on Transactions with Related Persons. Neither the Company nor any of the Subsidiaries will (i) sell, lease, transfer or otherwise dispose of any of its Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with that do not breach the provisions of Section 4.104.11) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (a "Related Person Party Transaction"), other than unless (a) such Related Person Party Transaction or series of associated Related Party Transactions is on terms that are on terms (which terms are in writing) no less favorable to the Company or a such Subsidiary, as applicablethe case may be, than those that could be obtained in a comparable arm's length transaction from with an unaffiliated unrelated third party; provided that, if the Company or (b) with respect to any Subsidiary enters into a Related Person Party Transaction or s eries series of associated Related Person Party Transactions involving or having an aggregate value payments in excess of more than (i) $1.0 million, the Company delivers, within 30 days of such Related Person Party Transaction will have or series of associated Related Party Transactions, an Officers' Certificate to the Trustee certifying that such Related Party Transaction or series of associated Related Party Transactions complies with the immediately preceding clause (a), and (c) with respect to a Related Party Transaction or series of associated Related Party Transactions involving payments of $5.0 million or more, the Company delivers, within 30 days of such Related Party Transaction or series of associated Related Party Transactions, an Officers' Certificate to the Trustee certifying that (1) such Related Party Transaction or series of associated Related Party Transactions complies with clause (a) above and (2) such Related Party Transaction or series of associated Related Party Transactions has been approved by a majority of the disinterested directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested independent directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (iA) Related Person Party Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Party Transactions in a related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; , (iiB) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary Subsidiary, in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; (C) Employee Stock Repurchases, (D) transactions described under the heading "Certain Relationships and Related Transactions" in the Offering Circular of the Company dated August 14, 1997, relating to the issuance of the Securities, and (iiiE) Restricted Payments that are not prohibited by the provision of Section 4.104.11.

Limitation on Transactions with Related Persons. Neither The Company shall not, and the Company nor shall not permit any of its Subsidiaries to, enter directly or indirectly into, or permit to exist, any transaction or series of related transactions with any Related Person of the Subsidiaries will Company (iincluding without limitation: (a) sellthe sale, lease, transfer transfer, or otherwise dispose other disposition of properties, assets, or securities to such Related Person; (b) the purchase or lease of any of its Property toproperties, assets, or securities from such Related Person; (iic) purchase any property from, (iii) make any an Investment in such Related Person (other than Permitted Unrestricted Subsidiary Investments a Restricted Investment permitted by Section 4.5); and other Investments in accordance with the provisions of Section 4.10(d) in, entering into or (iv) enter into amending any contract or agreement with or for the benefit of, of a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interestPerson) (each a "Related Person Transaction"), other than Related Person Transactions that are on except for (i) permitted Restricted Payments and transactions made in good faith, the terms of which are: (which terms are in writingx) no less favorable fair and reasonable to the Company or a Subsidiary, as applicablethe case may be, than and (y) at least as favorable as the terms which could be obtained by the Company or Subsidiary, as the case may be, in a comparable transaction made on an arm's length transaction from basis with Persons who are not Related Persons, (ii) transactions between the Company and any of its wholly owned Subsidiaries and transactions between wholly owned Subsidiaries of the Company, (iii) transactions pursuant to the Services Agreement, the Tax Allocation Agreement, the Gas Purchase Agreement, the Stock Transfer Agreement, the Registration Rights Agreement, and the TransAmerican Lease, (iv) any employee compensation arrangement in an unaffiliated party; provided thatamount which, together with the amount of all other compensation to such employee, shall not exceed $1,000,000 in any fiscal year of such employee's employer and which has been approved, if the Company or one of its Subsidiaries is the employer, by a majority of the Company's directors and found in good faith by such directors to be in the best interests of the Company or Subsidiary, as the case may be, and (v) $10,000,000 of indebtedness owed by the Company to TransAmerican and outstanding on February 15, 1995. Notwithstanding the foregoing, (a) the Company shall not issue any Capital Stock or securities convertible or exchangeable into Capital Stock to John X. Xxxxxxx xx any of his affiliates other than 8% Preferred Stock, (b) the Company may not permit any of its Subsidiaries to, directly or indirectly, loan or advance any funds to John X. Xxxxxxx, xxd the aggregate amount of total compensation that the Company may pay John X. Xxxxxxx xxxll not exceed $1 million per year and (c) the amount payable by the Company or its Subsidiaries to Southeast shall not exceed the actual costs Southeast incurs to provide employee services to the Company, which costs consist solely of employee payroll and benefits, plus related administrative costs and an administrative fee, which administrative costs and fee shall not exceed $1,200,000 in the aggregate per year. Without limiting the foregoing, except for sales of accounts receivable to an Accounts Receivable Subsidiary enters into a in accordance with Section 4.21, (a) with respect to any Related Person Transaction or s eries series of Related Person Transactions involving or having with an aggregate value in excess of more than (i) $1.0 million1,000,000, such Related Person Transaction will have been transaction must first be approved by a majority of the disinterested directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in a majority of the best interests directors of the Company who are disinterested in the transaction pursuant to a Board Resolution, as (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) on terms which transactions together are at least as favorable as the terms which could be obtained by the Company or Subsidiary, as the case may be, on an arm's length basis with all other Persons who are not Related Persons, and (b) with respect to any Related Person Transaction or series of Related Person Transactions in a related series involve or have with an aggregate value not exceeding in excess of $1.0 million in each fiscal year; (ii) fees and compensation paid to or agreements with officers5,000,000, directors, employees or consultants of the Company or any Subsidiary in each case that are reasonableSubsidiary, as determined by the Board case may be, must first obtain a favorable written opinion as to the fairness of Directors such transaction to the Company or senior management thereof in good faith; Subsidiary, as the case may be, from a financial point of view from a "big 6 accounting firm" or a nationally recognized investment banking firm that has not received and does not receive any fees or other compensation (iiiother than solely for such opinion or other opinions pursuant hereto) Restricted Payments that are not prohibited by Section 4.10from the Company, or any of its Subsidiaries, or a Related Person within 24 months prior to, and 12 months after, such opinion.

Limitation on Transactions with Related Persons. Neither the Company The Issuer will not, nor will it permit any of the its Restricted Subsidiaries will to, directly or indirectly (i) sell, lease, transfer or otherwise dispose of any of its Property property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter into or amend any contract contract, agreement or agreement with understanding with, or for the benefit of, a any of its Related Person of the Company or any Subsidiary Persons (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (each a "Related Person Transaction"), other than Related Person Transactions that are on terms (which terms are in writing) no less favorable to the Company Issuer or a Subsidiary, as applicable, such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary from an unaffiliated unrelated party; provided that, if that the Company or Issuer delivers to the Trustee (A) with respect to any Subsidiary enters into a Related Person Transaction (or s eries series of Related Person Transactions which are similar or part of a common plan) involving or having an aggregate value payments in excess of more than (i) $1.0 5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Related Person Transaction will have been complies with the preceding sentence and such Related Person Transaction was approved by a majority of the disinterested directors members of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company Issuer and such Subsidiary, if applicable, as in the best interests (B) with respect to any Related Person Transaction (or series of the Company or such Subsidiary, which transactions together with all other Related Person Transactions which are similar or part of a common plan) involving aggregate payments in excess of $10.0 million, an affirmative opinion as to the fairness to the Issuer or such Restricted Subsidiary, as the case may be, from a related series involve financial point of view issued by a nationally recognized accounting, appraisal, investment banking or have an aggregate value consulting firm that is, in the judgment of the Board of Directors of the Issuer, independent and qualified to render such opinion. The foregoing restrictions shall not exceeding $1.0 million in each fiscal yearapply to: (i) any transactions between Wholly Owned Restricted Subsidiaries of the Issuer, or between the Issuer and any Wholly Owned Restricted Subsidiary of the Issuer, if such transaction is not otherwise prohibited by the terms of this Indenture; (ii) fees Restricted Payments permitted under Section 4.10; (iii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation paid to or agreements employee benefit arrangements and incentive arrangements with officersany officer, directors, employees director or consultants employee of the Company Issuer or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder); (iv) transactions undertaken pursuant to the Executive Securities Agreement, Registration Agreement, Securityholders Agreement or any similar agreement entered into after the date of this Indenture to the extent the terms of any such new agreement are not disadvantageous to the Holders of the Securities in any material respect; (v) the issue and sale by the Issuer to its shareholders of Equity Interests other than Disqualified Stock; (vi) the incurrence of intercompany Debt permitted pursuant to Section 4.12; (vii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Debt thereof; (viii) transactions that are permitted by Section 5.01; (ix) transactions effected as a part of a Qualified Securitization Transaction; (x) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case that in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are reasonableon terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xi) payments made pursuant to the Consulting Agreement and the Tax Sharing Agreement; (xii) subject to the limitation set forth in the following sentence, as determined by payments made pursuant to the Board of Directors or senior management thereof in good faithManagement Agreement; and (xiii) transactions undertaken pursuant to the Asset Drop Down (as defined in the Final Offering Memorandum). Without limiting the foregoing after the occurrence and during the continuance of an Event of Default, the Issuer will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to any Related Person in respect of management, advisory or similar services, including, without limitation, any payment pursuant to the Management Agreement; provided, that the foregoing shall not limit the ability of the Issuer or any Restricted Subsidiary to enter into transactions described in clauses (iii), (iv) Restricted Payments that are not prohibited by Section 4.10and (xi) above.

Limitation on Transactions with Related Persons. Neither the (a) The Company nor shall not, and shall not permit any of the its Subsidiaries will to, enter directly or indirectly into, or permit to exist, any transaction or series of related transactions with any Related Person (including without limitation: (i) sellthe sale, lease, transfer transfer, or otherwise dispose other disposition of any of its Property toproperties, assets, or securities to such Related Person; (ii) the purchase or lease of any property fromproperties, assets, or securities from such Related Person; (iii) make any an Investment in such Related Person (other than excluding Investments permitted to be made pursuant to clauses (v), (vii), (ix) or (x) of the definition of "Permitted Unrestricted Subsidiary Investments Investment"); and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter entering into or amending any contract or agreement with or for the benefit of, of a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (each a "Related Person TransactionRELATED PERSON TRANSACTION"), other than Related Person Transactions that are on terms (which terms are in writing) no less favorable to the Company or a Subsidiary, as applicable, than could be obtained in a comparable arm's length transaction from an unaffiliated party; provided that, if the Company or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an aggregate value of more than (i) $1.0 million, such Related Person Transaction will have been approved by a majority of the disinterested directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined except for (a) Restricted Payments excluded from the definition of Restricted Payments by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary proviso contained in the foregoingdefinition of "Restricted Payments," (b) transactions made in good faith, the foregoing restrictions shall not apply terms of which are (x) fair and reasonable to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, as the case may be, and (y) are at least as favorable as the terms which transactions together with all other Related Person Transactions could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons, (c) transactions between the Company and any of its wholly owned Subsidiaries or transactions between wholly owned Subsidiaries of the Company, (d) transactions pursuant to the Asset Sale Agreements, the Services Agreement, the Expense Reimbursement Agreement, the Secondment Agreement, the Tax Allocation Agreement, the Security Documents, the Registration Rights Agreement, the Exchange and Registration Rights Agreement, the Stockholders Agreements and the Office Lease, provided that payments under such Office Lease do not exceed in the aggregate $500,000 per year, (e) amounts payable by the Company to Southeast Louisiana Contractors of Norco, Inc., pursuant to the contract between such parties as in effect on the Issue Date, for employee services provided to the Company, not to exceed actual costs of payroll, payroll taxes and employee benefits, plus related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; administrative costs, (iif) fees and compensation paid to or agreements with indemnity provided on behalf of officers, directors, employees or consultants of the Company or any Subsidiary of its Subsidiaries, as approved by a majority of the directors of the Company or such Subsidiary, (g) the delivery to TEC, TARC or TCR Holding of Senior Secured Notes due 2002 of TEC or of the TARC Notes in each case satisfaction of all or a portion of the TCR Holding Intercompany Obligations, (h) payments of dividends in compliance with the penultimate proviso of Section 4.3 and (i) transactions that are reasonablea part of the Transaction on the Issue Date. (b) As an additional restriction on the foregoing, as determined (a) with respect to any Related Person Transaction or series of Related Person Transactions (other than any Related Person Transaction described in clause (a) (with respect to permitted Restricted Payments by virtue of clauses (a), (b), (c), (f) and (g) of the proviso contained in the definition of "Restricted Payments"), (c), (d) (other than any amendment to any agreement referred to in such clause), (e) (other than any amendment to the contract referred to in such clause), (f) or (h) of the first paragraph of this Section 4.10) with an aggregate value in excess of $1,000,000, such transaction must first be approved by a majority of the Board of Directors of the Company or senior management thereof its Subsidiary which is the transacting party and a majority of the directors of such entity who are disinterested in good faith; the transaction pursuant to a Board Resolution, as (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (iiiii) on terms which are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, on an arm's length basis with Persons who are not Related Persons, and (b) with respect to any Related Person Transaction or series of related Person Transactions (other than any Related Person Transaction described in clause (a) (with respect to permitted Restricted Payments that are not prohibited by virtue of clauses (a), (b), (c), (f) and (g) of the proviso contained in the definition of "Restricted Payments"), (c), (d) (other than any amendment to any agreement referred to in such clause), (e) (other than any amendment to the contract referred to in such clause), (f) or (h) of clause (a) of this Section 4.10) with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion as to the fairness of such transaction to the Company or such Subsidiary, as the case may be, from a financial point of view, from a nationally recognized investment banking or accounting firm.

Limitation on Transactions with Related Persons. Neither the (a) The Company nor shall not, and shall not permit any of its Subsidiaries to, enter directly or indirectly into, or permit to exist, any transaction or series of related transactions with any Related Person (excluding any Related Person that is a form of entity customarily used in the Subsidiaries will oil and gas business as a means of exploiting, exploring for, acquiring, developing, processing, gathering, marketing, or transporting oil or gas and is a Related Person solely because the party engaging in such transaction has the ability to control the Related Person under the definition of "control" contained within the definition of "Related Person" contained herein) (including, without limitation: (i) sellthe sale, lease, transfer or otherwise dispose other disposition of any of its Property toproperties, assets or securities to such Related Person, (ii) the purchase or lease of any property fromproperties, assets or securities from such Related Person, (iii) make any an Investment in such Related Person (other than excluding Investments permitted to be made pursuant to clauses (iii), (vi), (ix), (xi), (xiii), (xiv), (xvi) or (xix) of the definition of "Permitted Unrestricted Subsidiary Investments Investment" contained herein), and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter entering into or amending any contract or agreement with or for the benefit of, of a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) ownseach, directly or indirectly, an equity interest) (a "Related Person Transaction")), other than Related Person Transactions that are on except for (A) permitted Restricted Payments, including for this purpose the transactions excluded from the definition of Restricted Payments by the proviso contained in the definition of "Restricted Payments" contained herein, (B) transactions made in good faith, the terms of which are: (which terms are in writingx) no less favorable fair and reasonable to the Company or a such Subsidiary, as applicablethe case may be, than and (y) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length transaction basis with Persons who are not Related Persons, (C) transactions between the Company and any of its Wholly Owned Subsidiaries or transactions between Wholly Owned Subsidiaries of the Company, (D) transactions pursuant to the Services Agreement, the TransTexas Intercompany Loan and any other loan from TEC to the Company permitted to be Incurred pursuant to Section 4.11 (including, without limitation, Intercompany Loan Redemptions and all other payments made thereon or with respect thereto), any one or more of the TransTexas Security Documents, the Drilling Agreement, the Gas Purchase Agreement, the TEC Registration Rights Agreement, the Transfer Agreement and the Tax Allocation Agreement, (E) the lease of office space to the Company by TransAmerican or an unaffiliated party; Affiliate of TransAmerican, provided thatthat payments thereunder do not exceed in the aggregate $2,000,000 per year, if (F) any Sale and Leaseback Transaction or other transfer to a corporate Affiliate of the Company of the Company's headquarters building located at 1300 Xxxxx Xxx Xxxxxxx Xxxxxxx East, Houston, Texas, (G) any employee compensation arrangement in an amount which together with the amount of all other cash compensation paid to such employee by the Company and its Subsidiaries does not provide for cash compensation in excess of $1,000,000 in any fiscal year of the Company or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an aggregate value of more than (i) $1.0 million, such Related Person Transaction will have and which has been approved by a majority of the disinterested Company's Independent Directors and found in good faith by such directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; as the case may be, and (iiH) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary and its Subsidiaries may pay a management fee to TransAmerican in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; and (iii) Restricted Payments that are an amount not prohibited by Section 4.10to exceed $2,500,000 per year.

Limitation on Transactions with Related Persons. Neither the Company nor any of the Subsidiaries will (i) sell, lease, transfer or otherwise dispose of any of its Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with that do not breach the provisions of Section 4.104.11) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (a "Related Person Party Transaction"), other than unless (a) such Related Person Party Transaction or series of associated Related Party Transactions is on terms that are on terms (which terms are in writing) no less favorable to the Company or a such Subsidiary, as applicablethe case may be, than those that could be obtained in a comparable arm's length transaction from with an unaffiliated unrelated third party; provided that, if the Company or (b) with respect to any Subsidiary enters into a Related Person Party Transaction or s eries series of associated Related Person Party Transactions involving or having an aggregate value payments in excess of more than (i) $1.0 million, the Company delivers, within 30 days of such Related Person Party Transaction will have or series of associated Related Party Transactions, an Officers' Certificate to the Trustee certifying that such Related Party Transaction or series of associated Related Party Transactions complies with the immediately preceding clause (a), and (c) with respect to a Related Party Transaction or series of associated Related Party Transactions involving payments of $5.0 million or more, the Company delivers, within 30 days of such Related Party Transaction or series of associated Related Party Transactions, an Officers' Certificate to the Trustee certifying that (1) such Related Party Transaction or series of associated Related Party Transactions complies with clause (a) above and (2) such Related Party Transaction or series of associated Related Party Transactions has been approved by a majority of the disinterested directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested independent directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (iA) Related Person Party Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Party Transactions in a related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; , (iiB) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary Subsidiary, in each case that are Dailxx Xxxernational Inc.: Indenture -38- Execution Copy 45 reasonable, as determined by the Board of Directors or senior management thereof in good faith; (C) Employee Stock Repurchases, (D) transactions described under the heading "Certain Relationships and Related Transactions" in the Offering Circular of the Company dated August 14, 1997, relating to the issuance of the Securities, and (iiiE) Restricted Payments that are not prohibited by the provision of Section 4.104.11.