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

Limitation on Transactions with Related Persons. (a) The Company 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 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) the sale, lease, transfer or other disposition of properties, assets or securities to such Related Person, (ii) the purchase or lease of any properties, assets or securities from such Related Person, (iii) an Investment in such Related Person (excluding Investments permitted to be made pursuant to clauses (iii), (vi), (ix), (xi), (xiii), (xiv), (xvi) or (xix) of the definition of "Permitted Investment" contained herein), and (iv) entering into or amending any contract or agreement with or for the benefit of a Related Person (each, a "Related Person Transaction")), 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: (x) fair and reasonable to the Company or such Subsidiary, as the case may be, 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 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 Affiliate of TransAmerican, provided that payments thereunder do not exceed in the aggregate $2,000,000 per year, (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 and which has been approved by a majority of the Company's Independent Directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as the case may be, and (H) the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not to exceed $2,500,000 per year.

Limitation on Transactions with Related Persons. (a) The Company 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 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) the sale, lease, transfer or other disposition of properties, assets or securities to such Related Person, (ii) the purchase or lease of any propertiesproperty, assets or securities from such Related Person, (iii) an Investment in such Related Person (excluding Investments permitted to be made pursuant to clauses (iii), (vi), (ixviii), (x), (xi), (xiiixii), (xiv), and (xvi) or (xix) of the definition of "Permitted Investment" contained herein"), and (iv) entering into or amending any contract or agreement with or for the benefit of a Related Person (each, a "Related Person Transaction")), 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: are (x) fair and reasonable to the Company or such Subsidiary, as the case may be, 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 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 DocumentsTransfer Agreement, the Drilling Tax Allocation Agreement, the Gas Purchase Agreement, the TEC Registration Rights Expense Reimbursement Agreement, the Transfer Agreement TARC Intercompany Loan and related security documents, and the Tax Allocation Agreement, Registration Rights Agreement (E) the lease of office space to the Company or an Affiliate of the Company by TransAmerican or an Affiliate of TransAmerican, provided that payments thereunder do not exceed in the aggregate $2,000,000 200,000 per year, (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 5,000,000 in any fiscal year of the Company or any Subsidiary and which has been approved by a majority of the Company's Independent Directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as the case may be, (G) loans to the Company which 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 (HI) the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not to exceed $2,500,000 per year.

Limitation on Transactions with Related Persons. (a) The Company shall not, and the Company 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 Company (excluding any Related Person that is a form of entity customarily used in the 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, including without limitation: (ia) the sale, lease, transfer transfer, or other disposition of properties, assets assets, or securities to such Related Person, ; (iib) the purchase or lease of any properties, assets assets, or securities from such Related Person, ; (iiic) an Investment in such Related Person (excluding Investments other than a Restricted Investment permitted to be made pursuant to clauses (iiiby Section 4.5), (vi), (ix), (xi), (xiii), (xiv), (xvi) or (xix) of the definition of "Permitted Investment" contained herein), ; and (ivd) entering into or amending any contract or agreement with or for the benefit of a Related Person Person) (each, each a "Related Person Transaction")), except for (Ai) 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) and transactions made in good faith, the terms of which are: (x) fair and reasonable to the Company or such Subsidiary, as the case may be, 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 basis with Persons who are not Related Persons, (Cii) transactions between the Company and any of its Wholly Owned wholly owned Subsidiaries or and transactions between Wholly Owned wholly owned Subsidiaries of the Company, (Diii) 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 Tax Allocation Agreement, the Gas Purchase Agreement, the TEC Stock Transfer Agreement, the Registration Rights Agreement, the Transfer Agreement and the Tax Allocation AgreementTransAmerican Lease, (E) the lease of office space to the Company by TransAmerican or an Affiliate of TransAmerican, provided that payments thereunder do not exceed in the aggregate $2,000,000 per year, (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, (Giv) any employee compensation arrangement in an amount which which, together with the amount of all other cash compensation paid to such employee by the Company and its Subsidiaries does employee, shall not provide for cash compensation in excess of exceed $1,000,000 in any fiscal year of the Company or any Subsidiary such employee's employer and which has been approved approved, if the Company or one of its Subsidiaries is the employer, by a majority of the Company's Independent Directors directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as the case may be, and (Hv) $10,000,000 of indebtedness owed by the Company to TransAmerican and outstanding on February 15, 1995. Notwithstanding the foregoing, (a) the Company and 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 a management fee to TransAmerican in an amount John X. Xxxxxxx xxxll not to exceed $2,500,000 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 in accordance with Section 4.21, (a) with respect to any Related Person Transaction or series of Related Person Transactions 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 and a majority of the directors of the Company who are disinterested in the transaction pursuant to a Board Resolution, as (i) fair and reasonable to the Company or Subsidiary, as the case may be, and (ii) on terms which 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 Persons who are not Related Persons, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company or Subsidiary, as the case may be, must first obtain a favorable written opinion as to the fairness of such transaction to the Company or 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 (other than solely for such opinion or other opinions pursuant hereto) from 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. (a) The Company 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 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) the sale, lease, transfer or other disposition of properties, assets or securities to such Related Person, (ii) the purchase or lease of any propertiesproperty, assets or securities from such Related Person, (iii) an Investment in such Related Person (excluding Investments permitted to be made pursuant to clauses (iii), (vi), (ix), (xi), (xiii), (xiv), (xvi) or (xix) of the definition of "Permitted Investment" contained herein)Person, and (iv) entering into or amending any contract or agreement with or for the benefit of a Related Person (each, a "Related Person Transaction")), 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: are (x) fair and reasonable to the Company or such Subsidiary, as the case may be, 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 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 Affiliate of TransAmerican, provided that payments thereunder do not exceed in the aggregate $2,000,000 1,000,000 per year, and (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 and which has been approved by a majority of the Company's Independent Directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as the case may be; provided further, and (H) however, that such $1,000,000 limitation shall not apply to Michxxx X. Xxxxxxxx xxxh respect to the Company and its Subsidiaries may pay a management fee 1% overriding royalty interest assigned or assignable to TransAmerican him pursuant to any agreement in an amount not to exceed $2,500,000 per yeareffect on the Issue Date.

Limitation on Transactions with Related Persons. (a) The Company shall Issuer will not, and shall not nor will it permit any of its Restricted 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 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) the salesell, lease, transfer or other disposition otherwise dispose of properties, assets or securities to such Related Personany of its property to, (ii) the purchase or lease of any properties, assets or securities from such Related Personproperty from, (iii) an make any Investment in such Related Person (excluding Investments permitted to be made pursuant to clauses (iii)in, (vi), (ix), (xi), (xiii), (xiv), (xvi) or (xix) of the definition of "Permitted Investment" contained herein), and (iv) entering enter into or amending amend any contract contract, agreement or agreement with understanding with, or for the benefit of, any of a its Related Person Persons (each, each a "Related Person Transaction")), except for other than Related Person Transactions that are no less favorable to the Issuer or 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 unrelated party; provided that the Issuer delivers to the Trustee (A) permitted Restricted Paymentswith respect to any Related Person Transaction (or series of Related Person Transactions which are similar or part of a common plan) involving aggregate payments in excess of $5.0 million, including for this purpose a resolution of the transactions excluded from Board of Directors set forth in an Officers' Certificate certifying that such Related Person Transaction complies with the definition preceding sentence and such Related Person Transaction was approved by a majority of Restricted Payments by the proviso contained in disinterested members of the definition Board of "Restricted Payments" contained herein, Directors of the Issuer and (B) transactions made with respect to any Related Person Transaction (or series of Related Person Transactions which are similar or part of a common plan) involving aggregate payments in good faithexcess of $10.0 million, the terms of which are: (x) fair and reasonable an affirmative opinion as to the Company fairness to the Issuer or such Restricted Subsidiary, as the case may be, and (y) are at least as favorable as the terms which could be obtained from a financial point of view issued by the Company a nationally recognized accounting, appraisal, investment banking or such Subsidiary, as the case may beconsulting firm that is, in a comparable transaction made on an arm's length basis with Persons who are the judgment of the Board of Directors of the Issuer, independent and qualified to render such opinion. The foregoing restrictions shall not Related Persons, apply to: (Ci) transactions between the Company and any of its Wholly Owned Subsidiaries or transactions between Wholly Owned Restricted Subsidiaries of the CompanyIssuer, 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; (Dii) Restricted Payments permitted under Section 4.10; (iii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder); (iv) transactions undertaken pursuant to the Services Management Agreement and the Tax Sharing Agreement, ; (v) the TransTexas Intercompany Loan issue and any sale by the Issuer to its stockholders of Equity Interests other loan from TEC to than Disqualified Stock; (vi) the Company incurrence of intercompany Debt permitted to be Incurred pursuant to Section 4.11 4.12; (vii) customary indemnification and similar arrangements with any officer, director or employee of Parent relating to the business, operations or ownership of the Issuer; (viii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Debt thereof; (ix) transactions that are permitted by Section 5.01; (x) transactions effected as a part of a Qualified Securitization Transaction; (xi) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business (including, without limitation, Intercompany Loan Redemptions pursuant to joint venture agreements) and all other payments made thereon or otherwise in compliance with respect thereto), any one or more the terms of this Indenture which are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and (xii) transactions undertaken on 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 Issue Date pursuant to the Company by TransAmerican or an Affiliate of TransAmerican, provided that payments thereunder do not exceed Asset Drop Down (as defined in the aggregate $2,000,000 per year, (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 and which has been approved by a majority of the Company's Independent Directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as the case may be, and (H) the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not to exceed $2,500,000 per yearFinal Offering Memorandum).

Limitation on Transactions with Related Persons. (a) The Company 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 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, including without limitation: (i) the sale, lease, transfer transfer, or other disposition of properties, assets assets, or securities to such Related Person, ; (ii) the purchase or lease of any properties, assets assets, or securities from such Related Person, ; (iii) an Investment in such Related Person (excluding Investments permitted to be made pursuant to clauses (iiiv), (vivii), (ix), (xi), (xiii), (xiv), (xvi) or (xixx) of the definition of "Permitted Investment" contained herein"), ; and (iv) entering into or amending any contract or agreement with or for the benefit of a Related Person (each, each a "Related Person TransactionRELATED PERSON TRANSACTION")), except for (Aa) permitted Restricted Payments, including for this purpose the transactions Payments excluded from the definition of Restricted Payments by the proviso contained in the definition of "Restricted Payments," contained herein, (Bb) transactions made in good faith, the terms of which are: are (x) fair and reasonable to the Company or such Subsidiary, as the case may be, 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 basis with Persons who are not Related Persons, (Cc) transactions between the Company and any of its Wholly Owned wholly owned Subsidiaries or transactions between Wholly Owned wholly owned Subsidiaries of the Company, (Dd) transactions pursuant to the Asset Sale Agreements, the Services Agreement, the TransTexas Intercompany Loan and any other loan from TEC to Expense Reimbursement Agreement, the Company permitted to be Incurred pursuant to Section 4.11 (includingSecondment Agreement, without limitationthe Tax Allocation Agreement, 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 Exchange and Registration Rights Agreement, the Stockholders Agreements and the Tax Allocation Agreement, (E) the lease of office space to the Company by TransAmerican or an Affiliate of TransAmericanOffice Lease, provided that payments thereunder under such Office Lease do not exceed in the aggregate $2,000,000 500,000 per year, (Fe) 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 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 its Subsidiaries does not provide for cash compensation in excess employee benefits, plus related administrative costs, (f) indemnity provided on behalf of $1,000,000 in any fiscal year officers, directors, employees or consultants of the Company or any Subsidiary and which has been of its Subsidiaries, as approved by a majority of the Company's Independent Directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as (g) the case may bedelivery to TEC, TARC or TCR Holding of Senior Secured Notes due 2002 of TEC or of the TARC Notes in 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 (Hi) transactions that are a part of the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not to exceed $2,500,000 per yearTransaction on the Issue Date.

Limitation on Transactions with Related Persons. (a) The Company 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 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) the sale, lease, transfer or other disposition of properties, assets or 37 44 securities to such Related Person, (ii) the purchase or lease of any propertiesproperty, assets or securities from such Related Person, (iii) an Investment in such Related Person (excluding Investments permitted to be made pursuant to clauses (iii), (vi), (ixviii), (x), (xi), (xiiixii), (xiv), and (xvi) or (xix) of the definition of "Permitted Investment" contained herein"), and (iv) entering into or amending any contract or agreement with or for the benefit of a Related Person (each, a "Related Person Transaction")), 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: are (x) fair and reasonable to the Company or such Subsidiary, as the case may be, 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 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 DocumentsTransfer Agreement, the Drilling Tax Allocation Agreement, the Gas Purchase Agreement, the TEC Registration Rights Expense Reimbursement Agreement, the Transfer Agreement TARC Intercompany Loan and related security documents, and the Tax Allocation Agreement, Registration Rights Agreement (E) the lease of office space to the Company or an Affiliate of the Company by TransAmerican or an Affiliate of TransAmerican, provided that payments thereunder do not exceed in the aggregate $2,000,000 200,000 per year, (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 5,000,000 in any fiscal year of the Company or any Subsidiary and which has been approved by a majority of the Company's Independent Directors and found in good faith by such directors to be in the best interests of the Company or such Subsidiary, as the case may be, (G) loans to the Company which 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 (HI) the Company and its Subsidiaries may pay a management fee to TransAmerican in an amount not to exceed $2,500,000 per year.