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

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees compensation (whether in cash or securities) and expense reimbursements to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, (a) the aggregate amount of which exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into, renew or extend into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) with (i) any direct or indirect holder (or any Affiliate of such holder) of more than 5% or more of any class of Capital Stock of the Company or with of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as favorable to the Company or such Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) a majority of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to (vi) payments by the Company or such any of its Restricted Subsidiary than could be obtainedSubsidiaries to Blackstone and its Affiliates made for any financial advisory, at the time financing, underwriting or placement services or in respect of such transaction orother investment banking activities, if such transaction is pursuant to a written agreementincluding, at the time of the execution of the agreement providing thereforwithout limitation, in a comparable arm's-length transaction connection with a Person that is not such a holder acquisitions or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) divestitures which payments are approved by a majority of the disinterested members board of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who in good faith, (vii) payments or loans to employees or consultants which are not employees approved by a majority of the Companyboard of directors of the Company in good faith, (ivviii) any payments or other transactions pursuant to any tax-sharing agreement between in effect on the Company Issue Date and any other Person with which amendment thereto (so long as any such amendment is not disadvantageous to the Company files a consolidated tax return holders of the Notes in any material respect) or with any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect party on the Closing Issue Date and with such extensions, amendments and renewals any similar agreements which it may enter into thereafter; provided that may be entered into on terms at least as favorable to the performance by the Company or any of its Restricted Subsidiaries, as Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the case may be, as Issue Date shall only be permitted by this clause (ix) to the extent that the terms of agreements in effect on any such amendment or new agreement are not disadvantageous to the Closing Date, or (vii) the Data Business Transfer or the issuance holders of the Subordinated Intercompany Note. Notwithstanding the foregoing, Notes in any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) abovematerial respect.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04, 4.05 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notesecond paragraph of Section 4.05). Notwithstanding the foregoing, any transaction (or series of related transactions) with any Unrestricted Subsidiary covered by the first paragraph of this Section 4.07 4.09 and not covered by clauses (iii) through (viiv) of this paragraph, the aggregate amount of which does not exceed $250,000 in value in any year will not be covered by this Section 4.09 and, if the aggregate value of such transaction exceeds $5 million 250,000 in valueany year, must will not be approved or covered by this Section 4.09 if such transaction has been determined by the Board of Directors to be fair in to the manner provided for in clause (i)(A) or (B) aboveCompany.

Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company WCI or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company WCI or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company WCI and any of 39 its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company WCI who are not employees of the Company, WCI; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company WCI files a consolidated tax return or with which the Company WCI is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04, 4.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notesecond paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee Trustees a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, 4.04 or (vivii) Kingston's and MatraXxxxx's rights to commissions and other payments under sales representation or ground operation agreements, ; Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Orion 1 Satellite Contract and Telstar 12 Orion 2 Satellite Contract, ; and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, indirectly enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04, 4.05 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notesecond paragraph of Section 4.05). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.09 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination."

Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company GST or any Restricted Subsidiary or with any Affiliate of the Company GST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors of GST or (B) for which the Company GST or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company GST or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company GST and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of GST or options, warrants or other rights to acquire such shares) to directors of the Company GST who are not employees of the Company, GST or any of its Subsidiaries; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company GST files a consolidated tax return or with which the Company GST is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction or series of transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viivi) of this paragraph, the aggregate amount of which exceeds $5 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, renew or extend any of the transactions described in the first paragraph of this section other than any transaction between the Company and GST or any of its Restricted Subsidiaries required or permitted by this Indenture and Pledge Agreement.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.”

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or any Restricted Subsidiary, except unless (A) the transaction is upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate; and (b) the Guarantor delivers to the Administrative Agent (1) with respect to any such transaction or series of related transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such transaction complies with this covenant and that such transaction has been approved by a majority of the disinterested members of the Board of Directors, and (2) with respect to any such transaction or series of related transactions involving aggregate. consideration in excess of $20.0 million, an opinion as to the fairness to the Guarantor or such Subsidiary of the financial terms of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company Guarantor and any of its Wholly Wholly-Owned Restricted Subsidiaries or solely between Wholly Wholly-Owned Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary regular fees to directors of the Company Guarantor who are not employees of the Company, Guarantor; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company Guarantor files a consolidated tax return or with which the Company Guarantor is part of a consolidated group for tax purposes, ; or (viv) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) aboveSubsection 11(b)(2).

Limitation on Transactions with Shareholders and Affiliates. The Unless and until the Termination and Release shall have occurred, the Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, indirectly enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) or series of related transactions with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted SubsidiaryCompany, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, or series of related transactions or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to to: (i) transactions or series of related transactions (A) approved by a majority of the disinterested members of the Board of Directors as fair to the Company or such 54 63 Restricted Subsidiary or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between or series of related transactions among the Company and any of its Wholly Owned Restricted Subsidiaries (other than a Guarantor or solely between Palm Shipping) or among Wholly Owned Restricted Subsidiaries, Subsidiaries (other than a Guarantor or Palm Shipping); (iii) the payment of reasonable and customary regular fees to directors of the Company or any Restricted Subsidiary who are not employees of the Company, Company or any Restricted Subsidiary; or (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by or series of related transactions of the first paragraph of this Section 4.07 and not covered by clauses type that are permitted under clause (iiiii) through or (viiiv) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(Ai) of the second paragraph of this Section 4.07. Nothing contained in this Section 4.07 shall prevent the Company or any Restricted Subsidiary from amending, modifying or supplementing any charter or similar arrangement between Palm Shipping and a vessel-owning Subsidiary of the Company (other than the Charters) solely (A) to lower the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or similar arrangement or (B) aboveto increase the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or similar arrangement to the extent required to service (x) Indebtedness for money borrowed, Incurred in good faith (as determined by the Board of Directors) and not with the purpose of evading the requirements of this covenant, in connection with the financing or refinancing of Indebtedness of such Subsidiary and (y) expenses incurred by such Subsidiary in the ordinary course of business. SECTION 4.08.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized U.S. investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by Section 4.04, 4.04 (viother than pursuant to clause (iv) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notedefinition of "Permitted Investment"). Notwithstanding the foregoing, any transaction or series of transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.”

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreementagree- ment, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, limit and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors as being on fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally an internationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, Company and the entering into indemnification or similar arrangements with respect to officers and directors of the Company in their capacities as such; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (v) any Restricted Payments not prohibited by Section 4.04, ; (vi) Kingston's issuances of Capital Stock (other than Disqualified Stock) of the Company; and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or payment of fees and expenses pursuant to the issuance of the Subordinated Intercompany NoteManagement Services Agreement. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, the aggregate amount of which exceeds $5 10 million (or, to the extent non-U.S. denominated, the U.S. Dollar Equivalent thereof) in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySignificant Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Significant Subsidiaries or solely between Wholly Owned Restricted Significant Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Significant Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors, provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectlyindirectly , enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company WCI or a Restricted Subsidiary delivers to the Trustee Administrative Agent a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company WCI or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company WCI and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company WCI who are not employees of the Company, WCI; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company WCI files a consolidated tax return or with which the Company WCI is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04, 6.02 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notesecond paragraph of Section 6.02). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 6.06 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into, renew or extend into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) with (i) any direct or indirect holder (or any Affiliate of such holder) of more than 5% or more of any class of Capital Stock of the Company or with of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any Restricted Subsidiarypart by the Principal Shareholders) (each of the foregoing, except upon fair a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and reasonable terms no less (b) are as favorable to the Company or such Restricted Subsidiary than could in all material respects as terms that would be obtained, obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such transaction ora stockholder or Affiliate and, if such transaction is pursuant to a written agreement, at the time or series of the execution transactions involves payment for services of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder stockholder or Affiliate, (x) for amounts greater than $10 million and less than $15 million per annum, the Company shall deliver an Affiliate. The foregoing limitation does not limitOfficers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $15 million per annum, and shall not apply to (i) transactions then (A) approved by a majority of the disinterested members of the Board of Directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) for which the Company or must receive a Restricted Subsidiary delivers to the Trustee a written favorable opinion of from a nationally recognized investment banking firm stating chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the transaction is fair foregoing requirements shall not apply to Shareholder/Affiliate Transactions involving the Company purchase or such Restricted Subsidiary from a financial point sale of view, (ii) any transaction solely between crude oil in the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees ordinary course of the Company's business, (iv) any payments or other so long as such transactions pursuant to any tax-sharing agreement between are priced in line with the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part market price of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's crude benchmark and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with pricing of such extensions, amendments and renewals that may be entered into on terms at least as favorable transactions are equivalent to the Company or its Restricted Subsidiaries, as pricing of comparable transactions with unrelated third parties; and provided further that the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and Gulf Payments shall not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) abovedeemed a Shareholder/Affiliate Transaction.

Limitation on Transactions with Shareholders and Affiliates. The Company Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service, or the making of any Investment) with any holder (or any Person known to the Issuer to be an Affiliate of such a holder) of 5% or more of any class of Capital Voting Stock of the Company Issuer or with any Affiliate of the Company Issuer or any Restricted SubsidiarySubsidiary (each, a "Related Party Transaction"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company Issuer or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. Without limiting the foregoing, any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5 million must first be approved by a majority of the Board of Directors of the Issuer who are disinterested in the subject matter of the transaction pursuant to a Board Resolution; and any Related Party Transactions or series of Related Party Transactions with an aggregate value in excess of $10 million must be the subject of a favorable opinion, on terms customary for a Issuer having characteristics similar to the Issuer, as to the fairness of such Related Party Transaction to the Issuer and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and a copy of the same must be filed with the Trustee. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the CompanyIssuer, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (vii) any Restricted Payments not prohibited by Section 4.043.09, (viiii) Kingstontransactions solely among or between Restricted Subsidiaries or solely among or between the Issuer and a Restricted Subsidiary, (iv) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Issuer or any Restricted Subsidiary as determined in good faith by the Issuer's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to paymentsBoard of Directors, including without limitation incentive payments, under contributions to a pension trust for employees of the Telstar 11 Satellite Contract Issuer and Telstar 12 Satellite Contract, its Restricted Subsidiaries and Kingston's the acquisition in the open market and contribution of Capital Stock of the Issuer to a stock option trust for employees of the Issuer and its Restricted Subsidiaries; (v) Related Party Transactions undertaken pursuant to any contractual obligations or rights to payments for services under network monitoring contracts, in each case existence on the Issue Date (as in effect on the Closing Date Issue Date); and with such extensions(vi) loans and advances to officers, amendments directors and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance employees of the Subordinated Intercompany Note. Notwithstanding the foregoingIssuer or any Restricted Subsidiary for travel, any transaction covered by the first paragraph of this Section 4.07 entertainment, moving and not covered by clauses (ii) through (vii) of this paragraphother relocation expenses, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair each case made in the manner provided for in clause (i)(A) or (B) aboveordinary course of business.

Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company Guarantor or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company Guarantor or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company Guarantor and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company Guarantor or the Issuer who are not employees of the Company, Guarantor or the Issuer; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company Guarantor files a consolidated tax return or with which the Company Guarantor is part of a consolidated group for tax purposes, ; (v) any Restricted Payments not prohibited by Section 4.04, 4.04 above; or (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreementsthe Shareholder Standby Facility, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, the aggregate amount of which exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04, 4.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notesecond paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into, renew or extend into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) with (i) any direct or indirect holder (or any Affiliate of such holder) of more than 5% or more of any class of Capital Stock of the Company or with of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions as favorable to the Company or such Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with this clause (ii) or (y) for amounts equal to or greater than $25 million per annum, then (A) a majority of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil, vacuum tower bottoms, refined products or other inventory, so long as (y) in the case of such transactions involving crude oil, such transactions are priced in line with the market price of a crude benchmark and (z) the pricing of each of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.07, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to (vi) payments by the Company or such any of its Restricted Subsidiary than could be obtainedSubsidiaries to Blackstone and its Affiliates made for any financial advisory, at the time financing, underwriting or placement services or in respect of such transaction orother investment banking activities, if such transaction is pursuant to a written agreementincluding, at the time of the execution of the agreement providing thereforwithout limitation, in a comparable arm's-length transaction connection with a Person that is not such a holder acquisitions or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) divestitures which payments are approved by a majority of the disinterested members board of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who in good faith, (vii) payments or loans to employees or consultants which are not employees approved by a majority of the Companyboard of directors of the Company in good faith, (ivviii) any payments or other transactions pursuant to any tax-sharing agreement between in effect on the Company Issue Date and any other Person with which amendment thereto (so long as any such amendment is not disadvantageous to the Company files a consolidated tax return holders of the Notes in any material respect) or with any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect party on the Closing Issue Date and with such extensions, amendments and renewals any similar agreements which it may enter into thereafter; provided that may be entered into on terms at least as favorable to the performance by the Company or any of its Restricted Subsidiaries, as Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the case may be, as Issue Date shall only be permitted by this clause (ix) to the extent that the terms of agreements in effect on any such amendment or new agreement are not disadvantageous to the Closing Date, or (vii) the Data Business Transfer or the issuance holders of the Subordinated Intercompany Note. Notwithstanding the foregoing, Notes in any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) abovematerial respect.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holderholder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Company) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (v) any Restricted Payments not prohibited by under Section 4.04, 4.04 or (vi) Kingston's and Matra's rights to commissions and any issuance of securities or other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive paymentsawards or grants in cash, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company securities or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateotherwise pursuant to, or (vii) the Data Business Transfer funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the issuance Board of the Subordinated Intercompany NoteDirectors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, the aggregate amount of which (until after the Stated Maturity of the Notes) exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 510% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon unless: (i) such Affiliate transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than could be those that would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction by the Company or such Subsidiary with a Person that is not such a holder or an Affiliate; and (ii) the Company delivers to the Trustee: (a) with respect to any transaction or series of related transactions the aggregate amount of which exceeds $2.0 million in value, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate transaction complies with this covenant and that such Affiliate transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate transaction or series of related Affiliate transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to to: (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary regular fees and indemnities to directors of the Company who are not employees of the Company, ; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (v4) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; or (5) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above4.08 hereof.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized U.S. investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Wholly-Owned Restricted Subsidiaries or solely between Wholly Wholly-Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by Section 4.04, 4.04 (viother than pursuant to clause (iv) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notedefinition or "Permitted Investment"). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, the aggregate amount of which exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Issuer will not, and will not permit any Restricted Subsidiary of the Issuer to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holderholder other than those controlled by the Issuer) of 5% or more of any class of Capital Stock of the Company Issuer or any Subsidiary of the Issuer or with any Affiliate of the Company Issuer or any Restricted SubsidiarySubsidiary of the Issuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary of the Issuer than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm's-arm's- length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company Issuer or a Restricted Subsidiary delivers to the Trustee Paying Agents a written opinion of a nationally an internationally recognized investment banking firm stating that the transaction is fair to the Company Issuer or such Restricted Subsidiary of the Issuer from a financial point of view, ; (ii) any transaction solely between the Company Issuer and any of its Wholly Owned Restricted Subsidiaries Subsidiary or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company Issuer who are not employees of the Company, Issuer; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company Issuer and any other Person with which the Company files Issuer is required or permitted to file a consolidated tax return or with which the Company Issuer is or could be part of a consolidated group for tax purposes, ; or (v) any Restricted Payments Investments not prohibited by Section 4.047(c) or any dividend, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation distribution or ground operation agreementsloan included in the calculation of the Basket Amount. For purposes hereof, Matra's rights to paymentsa "disinterested" member of the Board of Directors shall mean a member who is not employed by, including without limitation incentive paymentsor a shareholder of, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on Person with whom the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company Issuer or its Restricted Subsidiaries, as the case may be, as the terms of agreements Subsidiary is engaged in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) abovesuch transaction.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a 28 Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee Trustees a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, 4.04 or (vivii) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, ; Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Orion 1 Satellite Contract and Telstar 12 Orion 2 Satellite Contract, ; and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination."

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Restricted Subsidiary or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of the Company or options, warrants or other rights to acquire such shares) to directors of the Company who are not employees of the Company, Company or any of its Subsidiaries; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note4.05. Notwithstanding the 46 foregoing, any transaction or series of transactions covered by the first paragraph of this Section 4.07 4.09 and not covered by clauses (ii) through (viivi) of this paragraph, the aggregate amount of which exceeds $5 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments Payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (v) transactions in the ordinary course of business of the Company or any Restricted Subsidiary; provided that the aggregate amount of such transactions do not exceed $2 million in any fiscal year; or (vi) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note4.03. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.. 144 44

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at 28 the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. 47 41 The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iv) any payments Payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (v) transactions in the ordinary course of business of the Company or any Restricted Subsidiary; provided that the aggregate amount of such transactions do not exceed $2 million in any fiscal year; or (vi) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note4.03. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company GST or any Restricted Subsidiary or with any Affiliate of the Company GST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors of GST or (B) for which the Company GST or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company GST or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company GST and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of GST or options, warrants or other rights to acquire such shares) to directors of the Company GST who are not employees of the Company, GST or any of its Subsidiaries; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company GST files a consolidated tax return or with which the Company GST is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction or series of transactions covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viivi) of this paragraph, the aggregate amount of which exceeds $5 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, renew or extend any of the transactions described in the first paragraph of this section other than any transaction between the Company and GST or any of its Restricted Subsidiaries required or permitted by this Indenture and Pledge Agreement.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 2.5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 510% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon unless: (i) such Affiliate transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than could be those that would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction by the Company or such Subsidiary with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit; and (ii) the Company delivers to the Trustee: (a) with respect to any transaction or series of related transactions the aggregate amount of which exceeds $5.0 million in value, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate transaction complies with this covenant and shall not apply to (i) transactions (A) that such Affiliate transaction has been approved by a majority of the disinterested members of the Board of Directors Directors; and (b) with respect to any Affiliate transaction or (B) for which the Company or a Restricted Subsidiary delivers series of related Affiliate transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or Holders of such Restricted Subsidiary Affiliate transaction from a financial point of viewview issued by an accounting, appraisal or investment banking firm of national standing The foregoing limitation does not limit, and shall not apply to: (iii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary regular fees and indemnities to directors of the Company who are not employees of the Company, ; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (v4) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; or (5) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above4.08 hereof.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder Related Person (or any Affiliate of such holder) of 5% or more of any class of Capital Stock each of the Company or with any foregoing, an "Affiliate of the Company or any Restricted SubsidiaryTransaction"), except upon fair and reasonable unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than could be obtained, those that would have been obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, therefor in a comparable arm's-length transaction with a Person that is not such a holder or Related Person and (ii) the Company delivers to the Indenture Trustee: (x) with respect to any Affiliate Transaction involving aggregate payments in excess of $250,000 but less than $2.5 million, a Board Resolution and an Affiliate. The foregoing limitation does not limitOfficers' Certificate, and shall not apply to each certifying that such Affiliate Transaction complies with clause (i) transactions above, (y) with respect to any Affiliate Transaction involving aggregate payments equal to or greater than $2.5 million but less than $15.0 million, a Board Resolution and an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (A) that such Affiliate Transaction has been approved with a Board Supermajority and, in any case, by a majority of the disinterested members directors of the Board of Directors of the Company or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of viewview issued by an independent internationally recognized investment banking firm or independent Colombian investment banking firm with respect to any such Affiliate Transaction, and (iiz) with respect to any Affiliate Transaction involving aggregate payments equal to or greater than $15.0 million, a Board Resolution and an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and a written opinion as to the fairness to the Company or such Restricted Subsidiary from a financial point of view issued by an independent internationally recognized investment banking firm with respect to any such Affiliate Transaction. Notwithstanding the foregoing, the following shall not be deemed Affiliate Transactions: (i) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, provided such transaction complies with 50 clause (iiii) in the first paragraph above (other than payments for services expressly permitted under the Reimbursement Agreements as in effect on the date hereof); (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, provided that any such fees are paid to all such non-employee directors, and payments to members of the Board of Directors or the general manager of any Restricted Subsidiary of up to $40,000 in the aggregate for any such individual in satisfaction of indemnification obligations of such Restricted Subsidiaries with respect to the approval of the joint and several obligations of such Restricted Subsidiaries under this Indenture; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (viv) any Restricted Payments not prohibited by Section 4.04, 4.07; (v) equipment leases with Affiliates entered into after the Issue Date; provided such leases comply with clause (i) in the first paragraph above and the Company delivers to the Indenture Trustee a resolution of the Board of Directors of the Company set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (i) in the first paragraph above; and (vi) Kingstonthe Company's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments payment of compensation for services under network monitoring contractsby Mr. Gonzalo Caicedo Toro or Guillermo Lopez Esquivel, in each case as in effect on the Closing Date and with where such extensions, amendments and renewals that may be entered into on terms at least as favorable to paymxxx xxx xxxx xxxxxxically apxxxxxx xx xxx xxxxx xxxxittee of the Company or its Restricted Subsidiaries, as and the case may be, as the terms Board of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance Directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) aboveCompany.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySignificant Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Significant Subsidiaries or solely between Wholly Owned Restricted Significant Subsidiaries, (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Dateany Significant Subsidiary, or (viiiii) the Data Business Transfer grant of stock options or the issuance similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered Company pursuant to plans approved by the first paragraph Board of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraphDirectors, provided that, in the aggregate, the aggregate amount shares of which exceeds $5 million in value, must be approved Capital Stock underlying such options or determined similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be fair in issued by law) shall not exceed 5% of the manner provided for in clause (i)(A) or (B) aboveoutstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) (an "Affiliate Transaction") with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted SubsidiarySubsidiary (together, "Related Persons"), except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary. Specifically, the Company will not, and will not permit any Restricted Subsidiary than could be obtainedto, at the time (x) provide credit support for, or a Guarantee of, any Indebtedness of such transaction or, if such transaction is pursuant to a written any Unrestricted Subsidiary (including any agreement, at undertaking or instrument evidencing such Indebtedness), provided that the Company or any Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company or any Restricted Subsidiary other than to obtain such pledged property, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the execution case of clause (x), (y) or (z) to the agreement providing thereforextent permitted under Section 4.8 and, in a comparable arm's-length transaction with a Person that is not such a holder the case of clause (x) or an Affiliate(y), to the extent permitted under Section 4.9. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, ; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, ; (viv) any Restricted Payments not prohibited by Section 4.04, 4.9; (viv) Kingston's and Matra's rights any transaction pursuant to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as an agreement in effect on the Closing Date Issue Date; or (vi) any transaction in the ordinary course of business between the Company or any Restricted Subsidiary and with any Affiliate thereof engaged in the Cable/Telecommunications Business. The foregoing limitation also does not limit, and shall not apply to, transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee, at or prior such extensionstransaction, amendments and renewals a written opinion of an Independent Financial Advisor, stating that may be entered into on terms at least as favorable the transaction is fair to the Company or its such Restricted Subsidiaries, as the case may be, as the terms Subsidiary from a financial point of agreements view. Any transaction (or series of related transactions) with a Related Person (other than those transactions set forth in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (iii) through (viivi) of this the immediately preceding paragraph, the aggregate amount ) in which any Person receives in excess of which exceeds $5 (pound)5 million in value, must any fiscal year shall be approved by a majority of the disinterested directors of the Board of Directors of the Company. Any transaction (or determined series of related transactions) with a Related Person involving in excess of (pound)25 million, or as to be fair which there are no disinterested directors, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor with experience in appraising the manner provided for in clause terms and conditions of the relevant type of transaction (i)(Aor series of related transactions) stating that the transaction (or (Bseries of related transactions) aboveis fair, from a financial point of view, to the Company or such Restricted Subsidiary.

Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or any Restricted Subsidiary, except unless (A) the transaction is upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate; and (b) the Guarantor delivers to the Administrative Agent (1) with respect to any such transaction or series of related transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such transaction complies with this covenant and that such transaction has been approved by a majority of the disinterested members of the Board of Directors; and (2) with respect to any such transaction or series of related transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Guarantor or such Subsidiary of the financial terms of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company Guarantor and any of its Wholly Wholly-Owned Restricted Subsidiaries or solely between Wholly Wholly-Owned Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary regular fees to directors of the Company Guarantor who are not employees of the Company, Guarantor; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company Guarantor files a consolidated tax return or with which the Company Guarantor is part of a consolidated group for tax purposes, ; or (viv) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) aboveSubsection 11(b)(2).

Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company WCI or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company WCI or such Restricted Subsidiary from a financial point of view, ; (ii) any transaction solely between the Company WCI and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) the payment of reasonable and customary regular fees to directors of the Company WCI who are not employees of the Company, WCI; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company WCI files a consolidated tax return or with which the Company WCI is part of a consolidated group for tax purposes, ; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04, 4.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Notesecond paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.07 4.08 and not covered by clauses (ii) through (viiiv) of this paragraph, the aggregate amount of which exceeds $5 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.