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

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer of property or assets, the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (together, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person 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 financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) any transaction between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary (togetheror Regulated Subsidiary, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary except: (i) are at least as upon fair and reasonable terms not materially less favorable to the Company or such Restricted Subsidiary as those that or Regulated 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 arm’s a comparable arm’s-length dealings transaction with a Person who that is not a Related Person, and an Affiliate; and (ii) in if the case of any transaction (or series of transactions) with a Related Person involving involves aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million $20.0 million, the Company delivers to the Trustee a resolution adopted in any fiscal yeargood faith by the majority of the Board of Directors of the Company approving such transaction and set forth in an Officers’ Certificate certifying that such transaction complies with clause (i) above. (b) The provisions of Section 4.11(a) hereof shall not limit, and shall be not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors of or (B) for which the Company, a Restricted Subsidiary or if no such disinterested directors exist with respect a Regulated Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely among the Company, its Restricted Subsidiaries or its Regulated Subsidiaries or any combination thereof or any entity that becomes a Restricted Subsidiary or Regulated Subsidiary as part of such transaction or transactions in compliance with this Indenture; (3) transactions or payments pursuant to any employee, officer or director compensation or benefit plans, employment agreements, indemnification agreements or any similar arrangements entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of other Person with which the Company and the Subsidiaries who are not employees of files a consolidated tax return or with which the Company or is part of a consolidated group for tax purposes; (5) any Subsidiary, or (iii) the grant sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors provided thatof the Company, containing customary terms, taken as a whole (as determined by the Board of Directors of the Company); (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the aggregateordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers; (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.07; (10) any agreement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment, taken as a whole, is not materially less favorable to the Company, the shares Restricted Subsidiaries and Regulated Subsidiaries, as applicable than the agreement in effect on the date of Capital Stock underlying such options or similar rights issued since this Indenture (as determined by the Issue Date (exclusive Board of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock Directors of the Company on in good faith)); (11) transactions in the ordinary course with entities in which the Company or a fully diluted basis at Subsidiary of the date Company is the general partner or managing member pursuant to Investments contemplated by clause 17 of determinationthe definition of Permitted Investments; (12) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; or (13) pledges of Equity Interests of Unrestricted Subsidiaries.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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, (iiiii) the payment of reasonable and customary compensation and regular 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 any Subsidiaryits Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (iiivii) the grant of stock options Data Business Transfer or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors the issuance of the Company pursuant to plans approved Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis 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 aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 107-Year Notes Indenture, the Company will not, and will not permit any Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer of property or assets, the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (together, “"Related Persons” " and each, a “"Related Person”"), unless the terms to the Company or such Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that could be obtained at the time of such transaction in arm’s 's length dealings with a Person 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 financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) any transaction between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that could than would reasonably be obtained expected to 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 arm’s an arm’s-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate and, and (ii) in the case of any if such transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date related transactions involves consideration in excess of U.S.$10 $10.0 million in any fiscal year, shall be either (A) such transactions have been approved by a majority of the disinterested members of the Board of Directors of or (B) the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to to: (i1) any transaction solely among the Company or its Restricted Subsidiaries or any combination thereof; (2) the payment of customary compensation to employees, officers and directors of the Company and customary indemnification arrangements entered into by the Company and its Restricted Subsidiaries; (3) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of other Person with which the Company and the Subsidiaries who are not employees of files a consolidated tax return or with which the Company or is part of a consolidated group for tax purposes; (4) any Subsidiary, or (iii) the grant sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans Company; (5) the granting or performance of registration rights under a written agreement and approved by the Board of Directors provided thatof the Company, containing customary terms, taken as a whole; (6) loans to an Affiliate who is an officer, director or employee of the Company or a Restricted Subsidiary in the aggregate, ordinary course of business in accordance with Sections 7 and 13(k) of the shares of Capital Stock underlying such options Exchange Act; (7) brokerage products and services typically offered to the Company’s customers on substantially the same terms and conditions as those offered to the Company’s customers; (8) any Permitted Investments or similar rights issued since any Restricted Payments not prohibited by Section 4.04; or (9) transactions pursuant to agreements in effect on the Issue Date and described in the Offering Memorandum (exclusive including the documents incorporated by reference therein), or any extensions, modifications, renewals or replacements of any shares of Capital Stock such agreement; provided that any such extensions, modifications, renewals or similar rights required replacements taken as a whole are not materially less favorable to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company than the agreement as in effect on a fully diluted basis at the date of determinationIssue Date.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, (an "Affiliate Transaction") with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Restricted Subsidiary (together, “"Related Persons” and each, a “Related Person”"), unless the except upon fair and reasonable terms to the Company or such Restricted Subsidiary. Specifically, the Company will not, and will not permit any Restricted Subsidiary to, (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (i) are at least as favorable to including any agreement, 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 as those 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 could the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be obtained at accelerated or payable prior to its final scheduled maturity upon the time occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such transaction in arm’s length dealings with a Person who is not a Related PersonUnrestricted Subsidiary), and (ii) except in the case of any transaction clause (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 transactionsx), shall be confirmed by an opinion (y) or (z) to the extent permitted under Section 4.8 and, in the case of an Independent Financial Advisor to be fair, from a financial point of viewclause (x) or (y), to the Company or such Subsidiaryextent permitted under Section 4.9. The foregoing limitation does not limit, and shall not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, ; (ii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; (iii) 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; (iv) any Restricted Payments not prohibited by Section 4.9; (v) any transaction pursuant to an agreement in effect on the Issue Date; or (vi) any transaction in the ordinary course of business between the Company or any SubsidiaryRestricted Subsidiary and any Affiliate thereof engaged in the Cable/Telecommunications Business. The foregoing limitation also does not limit, or and shall not apply to, transactions (iiiA) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors approved by a majority of the Company pursuant to plans approved by disinterested members of the Board of Directors provided thator (B) for which the Company or a Restricted Subsidiary delivers to the Trustee, at or prior such transaction, a written opinion of an Independent Financial Advisor, stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view. Any transaction (or series of related transactions) with a Related Person (other than those transactions set forth in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date clauses (exclusive of any shares of Capital Stock or similar rights required to be issued by lawi) shall not exceed 2.5% through (vi) of the outstanding Common Stock immediately preceding paragraph) in which any Person receives in excess of (pound)5 million in any fiscal year shall be approved by a majority of the disinterested directors of the Board of Directors of the Company. Any transaction (or series of related transactions) with a Related Person involving in excess of (pound)25 million, or as to which there are no disinterested directors, is subject to the further requirement that the Company on obtain an opinion of an Independent Financial Advisor with experience in appraising the terms and conditions of the relevant type of transaction (or series of related transactions) stating that the transaction (or series of related transactions) is fair, from a fully diluted basis at financial point of view, to the date of determinationCompany or such Restricted Subsidiary.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any businessindirectly , enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 WCI or a Restricted Subsidiary delivers to the Administrative Agent a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to 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, ; (iiiii) the payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries WCI who are not employees of the Company WCI; (iv) any payments or other transactions pursuant to any Subsidiary, tax-sharing agreement between WCI and any other Person with which WCI files a consolidated tax return or with which WCI is part of a consolidated group for tax purposes; or (iiiv) any Restricted Payments not prohibited by the grant provisions of stock options or similar rights to acquire Capital Stock Section 6.02 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 6.02). Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 6.06 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not cause or permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, conduct any business, enter into, renew or extend into any transaction or series of related transactions (including, without limitation, the purchase, sale, leasepurchase, exchange or transfer lease of assets, property or assets, the rendering of any service, or the making of any payment, loan, advance or guaranteeservices) with, with or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (together, “Related Persons” and each, a “Related Person”), unless the terms to other than the Company or a Restricted Subsidiary) unless such Subsidiary transaction or series of related transactions is entered into in good faith and in writing and (i1) such transaction or series of related transactions is on terms that are at least as no less favorable to the Company or such Subsidiary Restricted Subsidiary, as the case may be, than those that could would be obtained at the time of such available in a comparable transaction in arm’s arm’s-length dealings with a Person party who is not a Related Personan Affiliate of the Company, (2) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, (i) the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and and (ii) in the case of any such 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 related transactions has been approved by a majority of the disinterested members Disinterested Directors of the Board of Directors of the Company, or if no in the event there is only one Disinterested Director, by such disinterested directors exist Disinterested Director, or (3) with respect to such any transaction (or series of transactions)related transactions involving aggregate value in excess of $30,000,000, shall be confirmed by an the Company delivers to the Trustee a written opinion of an Independent Financial Advisor investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view; provided, to the Company or such Subsidiary. The foregoing limitation does not limithowever, and that this provision shall not apply to to: (i1) employee benefit arrangements with any transaction between officer or director of the Company Company, including under any employment agreement, stock option or stock incentive plans, and any customary indemnification arrangements with officers or directors of its Subsidiaries or between Subsidiariesthe Company, in each case entered into in the ordinary course of business, (ii2) the payment of reasonable and customary compensation and fees to directors of the Company and the or any of its Restricted Subsidiaries who are not employees of the Company or any Subsidiary, Affiliate, (3) any Restricted Payments or Permitted Payments made in compliance with Section 4.07, (iii4) the grant sales of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) of the Company to employees Affiliates of the Company, (5) in the case of contracts for purchase of drilling equipment or sale of oil field service supplies or natural gas or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s-length basis, as determined by the board of directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date Company, (exclusive of 6) any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock customary agreements with stockholders of the Company providing for preemptive, voting, tag-along and similar rights to certain stockholders of the Company, provided that such agreements are approved in advance by a majority of the Disinterested Directors, and (7) any transactions undertaken pursuant to any contracts in existence on a fully diluted basis at March 22, 2007 (as in effect on such date) and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the date holders of determinationthe Notes than those in effect on March 22, 2007.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherMaterial Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Material Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. (b) The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions; (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Material Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Lessor a written opinion of an Independent Financial Advisor a nationally recognised investment banking firm stating that the transaction is fair to be fair, the Company or such Material Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction solely between the Company and any of its Material Subsidiaries or solely between Material Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation and regular 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) compensation, indemnification and other benefits paid or made available to officers, directors and employees in the ordinary course of business in connection with services actually rendered and consistent with past practice; (vi) transactions in accordance with the Existing Stockholder Agreements as in effect on 19th March, 1999; or (vii) any SubsidiaryRestricted Payments not prohibited by Paragraph 2.2 of the Indenture. Notwithstanding the foregoing, any transaction or series of related transactions covered by the sub-paragraph (a) of this paragraph 2.5 and not covered by sub-paragraphs (b)(ii) through (b)(v) of this Paragraph, the aggregate amount of which exceeds $2.0 million in value, must be approved or determined to be fair in the manner provided for in sub-paragraph (b)(i) (A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed this Paragraph 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not permit any Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer of property or assets, the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Significant Subsidiary (together, “"Related Persons” " and each, a “"Related Person”"), unless the terms to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Significant Subsidiary as those that could be obtained at the time of such transaction in arm’s 's length dealings with a Person 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 financial point of view, to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) any transaction between the Company and any of its Significant Subsidiaries or between Significant Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company or any Significant Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors Directors, provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.55% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, indirectly enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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 any Subsidiary, with which the Company is part of a consolidated group for tax purposes; or (iiiv) any Restricted Payments not prohibited by the grant provisions of stock options or similar rights to acquire Capital Stock Section 4.05 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.05). Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.09 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company Issuer will not, and will not permit any Subsidiary toRestricted Person, directly or indirectly, conduct any business, to enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 10% or more of the any class of Capital Stock of the Company Parent or with any Affiliate of the Company or of any Subsidiary (togetherParent, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary unless: (i) are at least as such transaction or series of transactions is on terms no less favorable to the Company or such Subsidiary as Restricted Person than those that could be obtained at the time of such in a comparable arm’s-length transaction in arm’s length dealings with a Person who that is not such a Related Person, and holder or an Affiliate; (ii) in the case of any if such transaction (or series of transactions) with a Related Person involving transactions involves aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million in any fiscal year$10.0 million, shall be then such transaction or series of transactions is approved by a majority of the Board of Directors of Group, including the approval of a majority of the independent, disinterested members directors, and is evidenced by a resolution of the Board of Directors of the Company, or Group; and (iii) if no such disinterested directors exist with respect to such transaction (or series of transactions)transactions involves aggregate consideration in excess of $25.0 million, shall be confirmed by an then Issuer or such Restricted Person will deliver to the Trustee a written opinion as to the fairness to such Restricted Person of an Independent Financial Advisor to be fair, such transaction from a financial point of viewview from a nationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to the Company give such an opinion, by a nationally recognized appraisal firm or accounting firm). Any such transaction or series of transactions shall be conclusively deemed to be on terms no less favorable to Parent or such SubsidiaryRestricted Person than those that could be obtained in an arm’s-length transaction if such transaction or transactions are approved by a majority of the Board of Directors of Group, including a majority of the independent, disinterested directors, and are evidenced by a resolution of the Board of Directors of Group. The foregoing limitation does not limit, and shall will not apply to to: (ia) any transaction between the Company Parent and any a Subsidiary of its Subsidiaries Parent or between Subsidiaries, a Restricted Person and a Subsidiary of Parent; (iib) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries Parent or any Restricted Person who are not its employees of the Company and Indemnification Arrangements entered into by Parent or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees Restricted Person and directors of the Company pursuant to plans approved by the Board of Directors of Group; (c) any Restricted Payments not prohibited by Section 10.12 and any Permitted Investment other than a Permitted Investment made pursuant to clause (ix) of the definition thereof; (d) transactions provided that, for in the Employment Agreement as in effect on the Closing Date; (e) loans and advances to employees of Parent or any Restricted Person not exceeding at any one time outstanding $5.0 million in the aggregate, in the ordinary course of business and in accordance with past practice; (f) any issuance of shares of Capital Stock underlying (other than Redeemable Stock) of Group and any options, warrants or other rights to acquire such options Capital Stock; (g) any issuance or similar rights issued since the Issue Date (exclusive sale of any shares of Capital Stock (other than Redeemable Stock) of a Designated Subsidiary and any options, warrants or similar other rights required to be issued acquire such Capital Stock, in each case made in accordance with clause (iii) of Section 10.14; (h) any employment arrangements entered into by lawParent or any of its Restricted Subsidiaries in the ordinary course of business and approved by the Board of Directors of Parent; and (i) shall not exceed 2.5% any tax-sharing agreement, and payments or other transactions pursuant thereto, between Group and any other Person with which Group files a consolidated tax return or with which Group is part of a consolidated group for tax purposes, in each case approved by the outstanding Common Stock Board of the Company on a fully diluted basis at the date Directors of determinationGroup.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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 any Subsidiary, with which the Company is part of a consolidated group for tax purposes; or (iiiv) any Restricted Payments not prohibited by the grant provisions of stock options or similar rights to acquire Capital Stock Section 4.04 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation and regular 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) compensation, indemnification and other benefits paid or made available to officers, directors and employees in the ordinary course of business in connection with services actually rendered and consistent with past practice; (vi) transactions in accordance with the Existing Stockholder Agreements as in effect on March 19, 1999; or (vii) any SubsidiaryRestricted Payments not prohibited by Section 4.04 hereof. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $2.0 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationthis Section 4.08.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; 58 52 (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 SubsidiaryRestricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will shall not, and will shall 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 10% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary unless: (i) such Affiliate transaction is on fair and reasonable terms that are at least as no less favorable to the Company or such the relevant Restricted Subsidiary as than those that could be obtained would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of execution of the agreement providing therefor, in arm’s length dealings a comparable transaction by the Company or such Subsidiary with a Person who that is not such a Related Person, holder or an Affiliate; and (ii) in the case of Company delivers to the Trustee: (a) with respect to any transaction (or series of transactions) with a Related Person involving related transactions the aggregate payments made on or after the Issue Date in excess amount of U.S.$10 which exceeds $2.0 million in any fiscal yearvalue, shall be 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 of the Company, or if no such disinterested directors exist Directors; and (b) with respect to such any Affiliate transaction (or series of transactions)related Affiliate transactions involving aggregate consideration in excess of $10.0 million, shall be confirmed by an opinion as to the fairness to the Holders of an Independent Financial Advisor to be fair, such Affiliate transaction from a financial point of viewview issued by an accounting, to the Company appraisal or such Subsidiaryinvestment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to to: (i) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (ii) the payment of reasonable and customary compensation regular fees and fees indemnities to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or Company; (iii) any payments or other transactions pursuant to any tax-sharing agreement between the grant Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of stock options or similar rights to acquire a consolidated group for tax purposes; (4) any sale of shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved Company; or (5) any Restricted Payments not prohibited by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationSection 4.08 hereof.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will shall not, and will shall 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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) management and administrative services provided by the Company or any Restricted Subsidiary to any Restricted Subsidiary or any Person in which the Company or any Restricted Subsidiary has an Investment; (iv) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; (v) 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; (vi) any Subsidiarypayment made under the Put and Call Agreement; or (vii) any Restricted Payments not prohibited by Section 4.04. 57 50 Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vi) of this paragraph, (a) the aggregate amount of which exceeds $3 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) above and (b) the grant aggregate amount of stock options or similar rights which exceeds $5 million in value, must be determined to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, be fair in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date manner provided for in clause (exclusive of any shares of Capital Stock or similar rights required to be issued by lawi)(B) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular 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 SubsidiaryRestricted Payments not prohibited by Section 4.04, (vi) employment agreements with, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to and loans and advances to, officers and employees and directors of the Company pursuant to plans approved by the Board of Directors provided thatand its Restricted Subsidiaries, in each case in the aggregate, the shares ordinary course of Capital Stock underlying such options or similar rights issued since the Issue Date business or (exclusive vii) customary indemnification arrangements in favor of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock directors and officers of the Company on a fully diluted basis at and its Restricted Subsidiaries. Notwithstanding the date foregoing, any transaction or series of determinationrelated transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $3 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. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making ) involving aggregate consideration in excess of any payment, loan, advance or guarantee) with, or for the benefit of, $2 million with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company or of any Subsidiary (togetherCompany, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained at the time of such in a comparable arm's - length transaction in arm’s length dealings with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries; (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 transactions 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 any); (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any transaction between payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Company and any Board of its Subsidiaries or between Subsidiaries, Directors; (iiiv) the payment of reasonable and customary compensation and regular fees to directors of the Company and or any Subsidiary of the Subsidiaries Company who are not employees of the Company or such Subsidiary of the Company, (v) any Subsidiary, payments or other transactions pursuant to any tax- sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes; (iiivi) any Restricted Payments permitted by Section 3.04; (vii) loans or advances by the grant of stock options Company or similar rights to acquire Capital Stock (other than Disqualified Stock) a Restricted Subsidiary to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, or a Restricted Subsidiary in the aggregate, the shares ordinary course of Capital Stock underlying such options or similar rights issued since the Issue Date business; (exclusive of viii) any shares of Capital Stock or similar rights required to be issued transaction contemplated by law) shall not exceed 2.5% any stock option plan of the outstanding Common Stock Company; or (ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company on a fully diluted basis at the date of determinationand one or more Restricted Subsidiaries.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm or a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation regular fees to, and fees to directors of the Company and the Subsidiaries who are not indemnity provided on behalf of, officers, directors, employees or consultants of the Company or its Restricted Subsidiaries; (iv) any Subsidiarypayments 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 agreement as in effect as of the Closing Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect); (vi) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (iii) the grant of stock options including any registration rights agreement or similar rights to acquire Capital Stock (other than Disqualified Stockpurchase agreement related thereto) to employees and directors which it is a party as of the Company pursuant Closing Date and any similar agreements which it may enter into thereafter (so long as any such amendment is not disadvantageous to plans approved the Holders in any material respect); or (vii) any Permitted Investments and Restricted Payments not prohibited by Section 4.04 hereof. Notwithstanding the foregoing, any transaction or series of related transactions covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph the aggregate amount of which exceeds $3.0 million in value, must be approved or determined to be fair in the aggregate, the shares manner provided for in clause (i) (A) or (B) of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationthis Section 4.08.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making ) involving aggregate consideration in excess of any payment, loan, advance or guarantee) with, or for the benefit of, $2 million with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company or of any Subsidiary (togetherCompany, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained at the time of such in a comparable arm's-length transaction in arm’s length dealings with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries; (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 transactions 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 any); (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any transaction between payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Company and any Board of its Subsidiaries or between Subsidiaries, Directors; (iiiv) the payment of reasonable and customary compensation and regular fees to directors of the Company and or any Subsidiary of the Subsidiaries Company who are not employees of the Company or such Subsidiary of the Company, (v) any Subsidiary, payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes; (iiivi) any Restricted Payments permitted by Section 3.04; (vii) loans or advances by the grant of stock options Company or similar rights to acquire Capital Stock (other than Disqualified Stock) a Restricted Subsidiary to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, or a Restricted Subsidiary in the aggregate, the shares ordinary course of Capital Stock underlying such options or similar rights issued since the Issue Date business; (exclusive of viii) any shares of Capital Stock or similar rights required to be issued transaction contemplated by law) shall not exceed 2.5% any stock option plan of the outstanding Common Stock Company; or (ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company on a fully diluted basis at the date of determinationand one or more Restricted Subsidiaries.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary unless: (i) are at least as such transaction or series of transactions is on terms no less favorable to the Company or such Restricted Subsidiary as than those that could be obtained at the time of such in a comparable arm's-length transaction in arm’s length dealings with a Person who that is not such a Related Person, and holder or an Affiliate, (ii) in the case of any if such transaction (or series of transactions) with a Related Person involving transactions involves aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million in any fiscal year$5.0 million, shall be then such transaction or series of transactions is approved by a majority of the disinterested members of the Board of Directors of the Company, or including the approval of a majority of the independent, disinterested directors, and is evidenced by a resolution of the Board of Directors of the Company, and (iii) if no such disinterested directors exist with respect to such transaction (or series of transactions)transactions involves aggregate consideration in excess of $25.0 million, shall be confirmed by an then the Company or such Restricted Subsidiary will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of an Independent Financial Advisor to be fair, such transaction from a financial point of viewview from a nationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by a nationally recognized appraisal firm or accounting firm). Any such transaction or series of transactions shall be conclusively deemed to be on terms no less favorable to the Company or such SubsidiaryRestricted Subsidiary than those that could be obtained in an arm's-length transaction if such transaction or transactions are approved by a majority of the Board of Directors of the Company, including a majority of the independent, disinterested directors, and are evidenced by a resolution of the Board of Directors of the Company. The foregoing limitation does not limit, and shall will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, ; (ii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; (iii) any Restricted Payments not prohibited by Section 1012; (iv) transactions provided for in the Employment Agreement as in effect on the Closing Date; and (v) loans and advances to employees of the Company or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, Restricted Subsidiary not exceeding at any one time outstanding $2.0 million in the aggregate, in the shares ordinary course of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationbusiness and in accordance with past practice.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary (togetheror Regulated Subsidiary, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary except: (i) are at least as upon fair and reasonable terms not materially less favorable to the Company or such Restricted Subsidiary as those that or Regulated 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 arm’s a comparable arm’s-length dealings transaction with a Person who that is not a Related Person, and an Affiliate; and (ii) in if the case of any transaction (or series of transactions) with a Related Person involving involves aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million $20.0 million, the Company delivers to the Trustee a resolution adopted in any fiscal yeargood faith by the majority of the Board of Directors of the Company approving such transaction and set forth in an Officers’ Certificate certifying that such transaction complies with clause (i) above. (b) The provisions of Section 4.11(a) hereof shall not limit, and shall be not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors of or (B) for which the Company, a Restricted Subsidiary or if no such disinterested directors exist with respect a Regulated Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely among the Company, its Restricted Subsidiaries or its Regulated Subsidiaries or any combination thereof; (3) transactions or payments pursuant to any employee, officer or director compensation or benefit plans, employment agreements, indemnification agreements or any similar arrangements entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of other Person with which the Company and the Subsidiaries who are not employees of files a consolidated tax return or with which the Company or is part of a consolidated group for tax purposes; (5) any Subsidiary, or (iii) the grant sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors provided thatof the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the aggregateordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers; (9) any Permitted Investments or any Restricted Payments not prohibited by ; (10) any agreement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment, taken as a whole, is not materially less favorable to the Company, the shares Restricted Subsidiaries and Regulated Subsidiaries, as applicable than the agreement in effect on the date of Capital Stock underlying such options or similar rights issued since this Indenture (as determined by the Issue Date (exclusive Board of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock Directors of the Company on in good faith)); (11) transactions in the ordinary course with entities in which the Company or a fully diluted basis at Subsidiary of the date Company is the general partner or managing member pursuant to Investments contemplated by paragraph 16 of determinationthe definition of Permitted Investments; (12) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; or (13) pledges of Equity Interests of Unrestricted Subsidiaries.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary involving aggregate consideration in excess of any Subsidiary (together$10.0 million, “Related Persons” and each, a “Related Person”), unless the except upon terms to the Company or such Subsidiary (i) are at least as not materially less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm’s-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. (b) The foregoing limitation does not limit, and shall not apply to: (ii1) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely between the Company and any of its Restricted Subsidiaries or between solely among Restricted Subsidiaries, ; (ii3) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company and director and officer indemnification arrangements entered into by the Company in the ordinary course of business of the Company; (4) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or any through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (iii5) the grant transactions in connection with a Permitted Securitization including Standard Securitization Undertakings or a Permitted Factoring Program; (6) any sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) of the Company, and the granting of registration and other customary rights in connection therewith; (7) any Permitted Investments or any Restricted Payments not prohibited by Section 4.07; (8) any agreement as in effect or entered into as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to employees any amendment thereto) and directors any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Closing Date; (9) any employment agreement, change in control/severance agreement, employee benefit plan (including retirement, health and other benefit plans), officer or director indemnification agreement or any similar arrangement or compensation (including bonuses and equity compensation) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; (10) any tax sharing agreement or payment pursuant thereto, between the Company and/or one or more Subsidiaries on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to file consolidated tax return or with which the Company or such Subsidiaries are part of a consolidated group for tax purposes on the other hand, which payments by the Company and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; (11) transactions with customers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business of the Company pursuant to plans approved by and its Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture; provided, that, in the reasonable determination of the Board of Directors provided thator senior management of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (12) transactions with joint ventures or Unrestricted Subsidiaries entered into in the aggregateordinary course of business; or (13) pledges of equity interests of Unrestricted Subsidiaries. (c) Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.11 and not covered by clauses (2) through (13) of this paragraph, the shares aggregate amount of Capital Stock underlying such options which exceeds $50.0 million in value, must be approved or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required determined to be issued by lawfair in the manner provided for in clause (1)(A) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationor (B) above.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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, ; (iiiii) the payment of reasonable and customary compensation and regular 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 any Subsidiary, with which the Company is part of a consolidated group for tax purposes; or (iiiv) the grant of stock options or similar rights to acquire Capital Stock any Restricted Payments not prohibited by Section 4.04 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition or "Permitted Investment"). Notwithstanding the foregoing, any transaction or series of related transactions covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) The Company will shall not, and will shall 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, exchange or transfer or any other Disposition of property Property or assets, the rendering of any service, or the making of any payment, loan, capital contribution, advance or guarantee) with, or make any payment of any management, intellectual property, marketing, advisory, or other fees (any such transaction being an “Affiliate Transaction”) to or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary Restricted Subsidiary, or Loral, Loral Space & Communications Ltd., Loral SpaceCom, or any of their respective Affiliates, or Principia S.A. de C.V. or any of its Affiliates (together, “Related Persons” and eachany such Person, a “Related Person”), unless (x) the terms of such Affiliate Transaction are, with respect to the Company or such Subsidiary Restricted Subsidiary, (i) are otherwise permitted under this First Priority Indenture and the other First Priority Documents, (ii) in the ordinary course of business of the Company or Restricted Subsidiary, as the case may be, and (iii) at least as favorable to the Company or such Restricted Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person who is not a Related Person, ; and (iiy) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date (a) in excess of U.S.$10 $1 million in any fiscal yearyear (other than any lease of transponder capacity to Mexico), (A) the Company shall deliver to the First Priority Indenture Trustee an Officer’s Certificate certifying that the Company has determined that such transaction meets the requirements specified in (x)(i) through (iii) above or (B) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors, and (b) in excess of $2 million in any fiscal year (including any lease of transponder capacity to Mexico), (A) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors of or (B) the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), Affiliate Transaction shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Restricted Subsidiary. Any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) made on or after the Issue Date which in the aggregate exceed $5 million in any fiscal year, and any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) described in clause (y) (a) (B) or clause (y) (b) (A) above as to which there are no disinterested Board of Directors members, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor stating that the Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary. (b) The foregoing limitation in Section 4.19(a) does not limit, and shall not apply to Affiliate Transactions otherwise permitted under this First Priority Indenture and the other First Priority Documents to the extent that such Affiliate Transactions constitute (i) any a transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company or any Restricted Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock of the Company (other than Disqualified StockStock of the Company) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, Directors; (iv) an agreement to provide broadcast telecommunications services to Affiliates of the Company in the aggregateordinary course of business and at market rates approved by the Board of Directors; (v) any Restricted Payments not prohibited by Section 4.18, the shares of Capital Stock underlying such options or similar rights issued since and (vi) any Affiliate Transaction in effect on the Issue Date (exclusive included on Schedule I hereto1 and any renewal or replacement thereof provided that the terms of any shares of Capital Stock such renewal or similar rights required refinancing are no less favorable to be issued by law) shall not exceed 2.5% the Company or its Restricted Subsidiaries, as applicable, than the terms of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationscheduled Affiliate Transaction or prior renewal or replacement thereof.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company The Guarantor 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or of any Subsidiary (together, “Related Persons” and each, a “Related Person”)Restricted Subsidiary, unless (A) the transaction is upon fair and reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company Guarantor or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, holder or an Affiliate; and (iib) in the case of Guarantor delivers to the Administrative Agent (1) with respect to any such transaction (or series of transactions) with a Related Person related transactions involving aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million $1.0 million, a resolution of the Board of Directors set forth in any fiscal year, shall be 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 of the Company, or if no such disinterested directors exist Directors; and (2) with respect to any such transaction (or series of transactions)related transactions involving aggregate consideration in excess of $20.0 million, shall be confirmed by an opinion as to the fairness to the Guarantor or such Subsidiary of an Independent Financial Advisor to be fair, the financial terms of such transaction from a financial point of viewview issued by an accounting, to the Company appraisal or such Subsidiaryinvestment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to (i) any transaction solely between the Company Guarantor and any of its Wholly-Owned Restricted Subsidiaries or solely between Wholly-Owned Restricted Subsidiaries, ; (ii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries Guarantor who are not employees of the Company or any Subsidiary, or Guarantor; (iii) the grant of stock options any payments or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company transactions pursuant to plans approved any tax-sharing agreement between the Guarantor and any other Person with which the Guarantor files a consolidated tax return or with which the Guarantor is part of a consolidated group for tax purposes; or (iv) any Restricted Payments not prohibited by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationSubsection 11(b)(2).

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, 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 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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, ; (iiiii) the payment of reasonable and customary compensation and regular 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 SubsidiaryRestricted Payments not prohibited under Section 4.04 or (vi) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or (iii) the grant of funding of, employment arrangements, stock options and stock ownership plans or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to incentive plans approved by the Board of Directors provided thatDirectors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which (until after the Stated Maturity of the Notes) exceeds $1 million in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; 47 41 (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 SubsidiaryRestricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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, (iiiii) the payment of reasonable and customary compensation and regular 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 Subsidiary, Restricted Payments not prohibited by Section 4.04 or (iiivii) the grant of stock options or similar Kingston's and Matra's rights to acquire Capital Stock (commissions and other than Disqualified Stock) payments under sales representation agreements; Matra's rights to employees payments, including without limitation incentive payments, under the Orion 1 Satellite Contract and directors of 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 pursuant to plans approved as the terms of agreements in effect on the Closing Date. Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will shall not, and will shall 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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, ; (iiiii) the payment of reasonable and customary compensation and regular 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 any Subsidiary, with which the Company is part of a consolidated group for tax purposes; or (iiiv) the grant of stock options or similar rights to acquire Capital Stock any Restricted Payments not prohibited by Section 4.04 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition of "Permitted Investment"). Notwithstanding the foregoing, any transaction or series of transactions covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 107-Year Notes Indenture, the Company will not, and will not permit any Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer of property or assets, the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (together, “"Related Persons” " and each, a “"Related Person”"), unless the terms to the Company or such Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that could be obtained at the time of such transaction in arm’s 's length dealings with a Person 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 financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) any transaction between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination."

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company The Guarantor 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company Guarantor or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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 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, ; (iiiii) the payment of reasonable and customary compensation and regular fees to directors of the Company and Guarantor or the Subsidiaries Issuer who are not employees of the Company Guarantor or the Issuer; (iv) any Subsidiary, payments or other transactions pursuant to any tax-sharing agreement between the Guarantor and any other Person with which the Guarantor files a consolidated tax return or with which the Guarantor is part of a consolidated group for tax purposes; (v) any Restricted Payments not prohibited by Section 4.04 above; or (iiivi) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of Shareholder Standby Facility, as in effect on the Company pursuant to plans approved Closing Date. Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company The Guarantor 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or of any Subsidiary (together, “Related Persons” and each, a “Related Person”)Restricted Subsidiary, unless (A) the transaction is upon fair and reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company Guarantor or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, holder or an Affiliate; and (iib) in the case of Guarantor delivers to the Administrative Agent (1) with respect to any such transaction (or series of transactions) with a Related Person related transactions involving aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million $1.0 million, a resolution of the Board of Directors set forth in any fiscal year, shall be 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 of the CompanyDirectors, or if no such disinterested directors exist and (2) with respect to any such transaction (or series of transactions)related transactions involving aggregate. consideration in excess of $20.0 million, shall be confirmed by an opinion as to the fairness to the Guarantor or such Subsidiary of an Independent Financial Advisor to be fair, the financial terms of such transaction from a financial point of viewview issued by an accounting, to the Company appraisal or such Subsidiaryinvestment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to (i) any transaction solely between the Company Guarantor and any of its Wholly-Owned Restricted Subsidiaries or solely between Wholly-Owned Restricted Subsidiaries, ; (ii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries Guarantor who are not employees of the Company or any Subsidiary, or Guarantor; (iii) the grant of stock options any payments or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company transactions pursuant to plans approved any tax-sharing agreement between the Guarantor and any other Person with which the Guarantor files a consolidated tax return or with which the Guarantor is part of a consolidated group for tax purposes; or (iv) any Restricted Payments not prohibited by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationSubsection 11(b)(2).

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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 or arrangement (including, without limitation, including the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with (x) any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with (y) any Affiliate of the Company or of any Restricted Subsidiary (together, each an “Related Persons” and each, a “Related PersonAffiliate Transaction”), unless unless: (1) the Affiliate Transaction is on fair and reasonable terms to the Company or such Subsidiary (i) that are at least as no less favorable to the Company or such the relevant Restricted Subsidiary as than those that could be would have been obtained at in a comparable transaction by the time of such transaction in arm’s length dealings Company or the relevant Restricted Subsidiary with a Person who is not a Related an unrelated Person, and ; and (ii2) in the case of Company delivers to the Trustee: (i) with respect to any transaction (Affiliate Transaction or series of transactions) with a Related Person related Affiliate Transactions involving aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 million US$5,000,000 (or the Dollar Equivalent thereof), a Board Resolution set forth in any fiscal year, shall be an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist Directors; and (ii) with respect to such transaction (any Affiliate Transaction or series of transactionsrelated Affiliate Transactions involving aggregate consideration in excess of US$10,000,000 (or the Dollar Equivalent thereof), shall be confirmed by an opinion as to the fairness to the Company or such Restricted Subsidiary of an Independent Financial Advisor to be fair, such Affiliate Transaction from a financial point of view, view issued by an Independent Financial Advisor. (b) The foregoing paragraph does not apply to (1) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (2) transactions between or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) any transaction between among the Company and any of its Wholly-Owned Restricted Subsidiaries or between or among Wholly-Owned Restricted Subsidiaries, ; (ii3) payment issuances or sales of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company or options, warrants or other rights to acquire such Capital Stock; (4) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or similar arrangements entered into in the ordinary course approved by a majority of the Board of Directors of the Company in good faith; or (5) any Restricted Payment of the type in clauses (i), (ii) or (iii) under Section 4.07(a) if permitted by Section 4.07. In addition, the requirements of clause (2) of paragraph (a) shall not apply to (i) transactions between or among the Company and any of its Restricted Subsidiaries that is not a Wholly-Owned Restricted Subsidiary to the extent entered into in the ordinary course of business, (ii) Investments (other than Permitted Investments) not prohibited under Section 4.07, (iii) transactions pursuant to agreements in effect on the Original Issue Date and described in the Plan Supplement or in the Information Circular, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date; provided that, in the aggregatecase of (iii), such transaction is entered into in the shares ordinary course of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationbusiness.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer of property or assets, the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (together, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person 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 financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) any transaction between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination.”

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company Company; (iv) any payments or other transactions pursuant to any Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of tax-sharing agreement between the Company pursuant 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) compensation, indemnification and other benefits paid or made available to plans approved officers, directors and employees in the ordinary course of business in connection with services actually rendered and consistent with past practice; (vi) transactions in accordance with the Existing Stockholder Agreements as in effect on the Closing Date; or (vii) any Restricted Payments not prohibited by Section 4.04 hereof. Notwithstanding the foregoing, any transaction or series of related transactions covered by the Board first paragraph of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued this Section 4.08 and not covered by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determination.clauses

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company WCI 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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 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, ; (iiiii) the payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries WCI who are not employees of the Company WCI; (iv) any payments or other transactions pursuant to any Subsidiary, tax-sharing agreement between WCI and any other Person with which WCI files a consolidated tax return or with which WCI is part of a consolidated group for tax purposes; or (iiiv) any Restricted Payments not prohibited by the grant provisions of stock options or similar rights to acquire Capital Stock Section 4.04 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” and each, a “Related Person”), unless the except upon terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm’s-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. (b) The foregoing limitation does not limit, and shall not apply to: (ii1) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely between the Company and any of its Restricted Subsidiaries or between solely among Restricted Subsidiaries, ; (ii3) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company and indemnification arrangements entered into by the Company consistent with past practices of the Company; (4) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or any through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (iii5) the grant transactions in connection with a Permitted Securitization including Standard Securitization Undertakings; (6) any sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company Company; (7) any Permitted Investments or any Restricted Payments not prohibited by Section 4.07; (8) any agreement as in effect or entered into as of the Closing Date (as disclosed in the Offering Memorandum) or any amendment thereto or any transaction contemplated thereby (including pursuant to plans approved any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Closing Date; and (9) any employment agreement, change in control/severance agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Board Company or any of Directors provided that, its Restricted Subsidiaries in the aggregateordinary course of business and payments pursuant thereto. (c) Notwithstanding the foregoing, any transaction or series of related transactions covered by the shares first paragraph of Capital Stock underlying such options this Section 4.11 and not covered by clauses (2) through (9) of this paragraph, (a) the aggregate amount of which exceeds $50.0 million in value, must be approved or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required determined to be issued by lawfair in the manner provided for in clause (1)(A) shall not exceed 2.5% or (B) above and (b) the aggregate amount of which exceeds $100.0 million in value, must be determined to be fair in the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationmanner provided for in clause (1)(B) above.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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, or arrangement including the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making service with (x) any of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of its shareholders holding 10% or more of the any class of Capital Stock of the Company or with (y) any Affiliate of the Company or of any Restricted Subsidiary (together, “Related Persons” and each, a “Related PersonParty Transaction”), unless the except upon terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of U.S.$25.0 million (or the equivalent thereof at the time of determination), the Company must first deliver to the Trustee a certificate from the Company’s Chief Financial Officer or Chief Executive Officer to the effect that such Subsidiary (i) transaction or series of related transactions are at least as on terms no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained at the time of such transaction in a comparable arm’s length dealings transaction and is otherwise compliant with a Person who is not a Related Person, and the terms of this Indenture. (iic) 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 financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall paragraphs of this Section 4.14 do not apply to to: (i) any transaction between the Company and any of its Subsidiaries Restricted Subsidiary or between Subsidiaries, Restricted Subsidiaries and the Company; (ii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or Company; (iii) the grant any issuance or sale of stock options or similar rights to acquire Capital Stock Equity Interests (other than Disqualified Stock); (iv) to employees and directors of the Company transactions or payments pursuant to plans approved by the Board of Directors provided thatany employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into in the aggregate, the shares ordinary course of Capital Stock underlying such options or similar rights issued since business; (v) transactions pursuant to agreements in effect on the Issue Date (exclusive of any shares of Capital Stock and described in the Offering Memorandum, as amended, modified or similar rights required replaced from time to be issued by law) shall not exceed 2.5% of time so long as the outstanding Common Stock of amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on a fully diluted basis at the date of determination.this Indenture; (vi) any Sale Leaseback Transaction otherwise permitted under Section 4.10 if such transaction is on market terms; (vii) any advance, loan or other extension of credit (or guarantee thereof) in connection with the use of the proceeds of the Notes (including any Additional Notes) as well as additional loans outstanding from the Company or any of its Restricted Subsidiaries to an Affiliate to the extent that any such advance, loan or other extension of credit (i) has a Stated Maturity that is prior to the Stated Maturity of the Notes and (ii) is on market terms; (viii) (A) transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms, or (B) transactions with joint ventures or other similar arrangements entered into in the ordinary course of business, on market terms and consistent with past practice or industry norms; (ix) the Joint Venture and any transactions or provision of services related thereto; (x) the provision of administrative services to any joint venture or Unrestricted Subsidiary on substantially the same terms provided to or by Restricted Subsidiaries; (xi) any sale, conveyance, transfer, distribution or other disposition of the Capital Stock (and the proceeds thereof) of Cosan Lubes Investments Limited or Cosan Lubrificantes e Especialidades S.A. (or any entity whose sole assets consist of all or a portion of the assets or business of Cosan Lubes Investments Limited or Cosan Lubrificantes e Especialidades S.A.) (whether by sale, merger, spin-off, split-off or otherwise) to the shareholders of Cosan S.A. (the “Lubricant Disposal”); and (xii) any sale, conveyance, transfer, distribution or other disposition of the Capital Stock (and the proceeds thereof) of Radar Propriedades Agrícolas S.A., Radar II Propriedades Agrícolas S.A.,

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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, or arrangement including the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making service with (x) any of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of its shareholders holding 10% or more of the any class of Capital Stock of the Company or with (y) any Affiliate of the Company or of any Restricted Subsidiary (together, “Related Persons” and each, a “Related PersonParty Transaction”), unless the except upon terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of U.S.$25.0 million (or the equivalent thereof at the time of determination), the Company must first deliver to the Trustee a certificate from the Company’s Chief Financial Officer or Chief Executive Officer to the effect that such Subsidiary (i) transaction or series of related transactions are at least as on terms no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained at the time of such transaction in a comparable arm’s length dealings transaction and is otherwise compliant with a Person who is not a Related Person, and the terms of this Indenture. (iic) 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 financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall paragraphs of this Section 4.14 do not apply to to (i) any transaction between the Company and any of its Subsidiaries Restricted Subsidiary or between Subsidiaries, Restricted Subsidiaries and the Company; (ii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or Company; (iii) the grant any Restricted Payments of stock options a type described in Section 4.08(a)(i) or similar rights to acquire Capital Stock Section 4.08(a)(ii) if permitted by that covenant; (iv) any issuance or sale of Equity Interests (other than Disqualified Stock); (v) to employees and directors of the Company transactions or payments pursuant to plans approved by the Board of Directors provided thatany employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into in the aggregate, the shares ordinary course of Capital Stock underlying such options or similar rights issued since business; (vi) transactions pursuant to agreements in effect on the Issue Date (exclusive of any shares of Capital Stock and described in the Offering Memorandum, as amended, modified or similar rights required replaced from time to be issued by law) shall not exceed 2.5% of time so long as the outstanding Common Stock of amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on a fully diluted basis at the date of determinationthis Indenture; (vii) any Sale Leaseback Transaction otherwise permitted under Section 4.10 if such transaction is on market terms; (viii) any advance, loan or other extension of credit (or guarantee thereof) in connection with the use of the proceeds of the Notes (including any Additional Notes) as well as additional loans outstanding from the Company or any of its Restricted Subsidiaries to an Affiliate to the extent that any such advance, loan or other extension of credit (i) has a Stated Maturity that is prior to the Stated Maturity of the Notes and (ii) is on market terms; (A) transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms, or (B) transactions with joint ventures or other similar arrangements entered into in the ordinary course of business, on market terms and consistent with past practice or industry norms; (x) the Joint Venture and any transactions or provision of services related thereto; (xi) the provision of administrative services to any joint venture or Unrestricted Subsidiary on substantially the same terms provided to or by Restricted Subsidiaries; (xii) the Lubricant Disposal; and (xiii) the Radar Disposal.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not permit any Subsidiary Restricted Group Member to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Person known by the Company to be an Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Group Member, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Subsidiary as those that Restricted Group Member 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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, Company or if no such disinterested directors exist with respect (B) for which the Company or a Restricted Group Member delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Group Member from a financial point of view, to the Company or such Subsidiary. 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 Subsidiaries, Wholly Owned Restricted Subsidiaries of the Company; (iiiii) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; 59 53 (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 SubsidiaryRestricted Payments not prohibited by Section 4.04; (vi) any payments or other transactions pursuant to the Overhead Services Agreement as in effect on the Closing Date; or (vii) any transaction or series of related transactions involving consideration or payments of less than $5 million. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will shall not, and will shall 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of ) with any payment, loan, advance or guarantee) with, or for the benefit of, any holder Related Person (or any Affiliate of such holder) of 10% or more each of the Capital Stock of the Company or with any foregoing, an "Affiliate of the Company or of any Subsidiary (together, “Related Persons” and each, a “Related Person”Transaction"), unless the terms to the Company or such Subsidiary unless: (i) such Affiliate Transaction is on terms that are at least as no less favorable to the Company or such Restricted Subsidiary as than those that could be would have been obtained at the time of such transaction or at the time of the execution of the agreement providing therefor in arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, Person and (ii) in the case of any transaction Company delivers to the Indenture Trustee: (or series of transactionsx) with a Related Person respect to any Affiliate Transaction involving aggregate payments made on or after the Issue Date in excess of U.S.$10 $250,000 but less than $2.5 million, a Board Resolution and an Officers' Certificate, each certifying that such Affiliate Transaction complies with clause (i) 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 fiscal yearcase, shall be approved by a majority of the disinterested members directors of the Board of Directors of the Company, Company or if no (B) a written opinion as to the fairness to the Company or 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, 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 (z) 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 SubsidiaryRestricted Subsidiary from a financial point of view issued by an independent internationally recognized investment banking firm with respect to any such Affiliate Transaction. The foregoing limitation does not limitNotwithstanding the foregoing, and the following shall not apply to be deemed Affiliate Transactions: (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, provided such transaction complies with 50 clause (i) 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 compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company or Company, provided that any Subsidiarysuch fees are paid to all such non-employee directors, or (iii) the grant and payments to members of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, or the general manager of any Restricted Subsidiary of up to $40,000 in the aggregate, aggregate for any such individual in satisfaction of indemnification obligations of such Restricted Subsidiaries with respect to the shares approval of Capital Stock underlying the joint and several obligations of such options Restricted Subsidiaries under this Indenture; (iii) any payments or similar rights issued since 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; (iv) any Restricted Payments not prohibited by Section 4.07; (v) equipment leases with Affiliates entered into after the Issue Date Date; provided such leases comply with clause (exclusive of any shares of Capital Stock or similar rights required i) in the first paragraph above and the Company delivers to be issued by law) shall not exceed 2.5% the Indenture Trustee a resolution of the outstanding Common Stock Board of Directors of the Company on a fully diluted basis at set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (i) in the date first paragraph above; and (vi) the Company's payment of determinationcompensation for services by Mr. Gonzalo Caicedo Toro or Guillermo Lopez Esquivel, where such paymxxx xxx xxxx xxxxxxically apxxxxxx xx xxx xxxxx xxxxittee of the Company and the Board of Directors of the Company.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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, EXHIBIT 4.17 lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular 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; or (v) any SubsidiaryRestricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $2 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) above and (b) the grant aggregate amount of stock options or similar rights which exceeds $10 million in value, must be determined to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, be fair in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date manner provided for in clause (exclusive of any shares of Capital Stock or similar rights required to be issued by lawi)(B) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not permit any Subsidiary Restricted Group Member to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Person known by the Company to be an Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Group Member, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Subsidiary as those that Restricted Group Member 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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, Company or if no such disinterested directors exist with respect (B) for which the Company or a Restricted Group Member delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Group Member from a financial point of view, to the Company or such Subsidiary. 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 Subsidiaries, Wholly Owned Restricted Subsidiaries of the Company; (iiiii) the payment of reasonable and customary compensation and regular 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 SubsidiaryRestricted Payments not prohibited by Section 4.04; (vi) any payments or other transactions pursuant to the Overhead Services Agreement as in effect on the Closing Date; or (vii) any transaction or series of related transactions involving consideration or payments of less than $5 million. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction between the Company and any of its Wholly Owned Restricted Subsidiaries or between Wholly Owned Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation and regular 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; or (v) any SubsidiaryRestricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the 54 47 aggregate amount of which exceeds $1.0 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular 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) the payment of amounts to Morgxx Xxxnxxx & Xo. Incorporated or its Affiliates pursuant to underwriting or placement agreements; (vi) any loans or advances to officers or employees of the Company or any Subsidiary, or Restricted Subsidiary in the ordinary course of business; (iiivii) any Restricted Payments not prohibited by Section 4.06 (including any Permitted Investment); (viii) the grant sale, lease, transfer or other disposition by the Company or any Restricted Subsidiary of stock options or similar rights to acquire Capital Stock (other or assets of any Unrestricted Subsidiary having a fair market value of less than Disqualified Stock) to employees and directors of the Company pursuant to plans approved $5 million as determined by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date Directors; and (exclusive of ix) any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock transactions solely between shareholders of the Company on (including amendments to any shareholder agreement to which the Company is a fully diluted basis at party); provided that the date of determinationCompany is not affected in any material way by any such transaction.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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, (iiiii) the payment of reasonable and customary compensation and regular 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 Subsidiary, Restricted Payments not prohibited by Section 4.04 or (iiivii) the grant of stock options or similar Kingston's and Xxxxx's rights to acquire Capital Stock (commissions and other than Disqualified Stock) payments under sales representation agreements; Matra's rights to employees payments, including without limitation incentive payments, under the Orion 1 Satellite Contract and directors of 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 pursuant to plans approved as the terms of agreements in effect on the Closing Date. Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. (b) The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm or a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation regular fees to, and fees to directors of the Company and the Subsidiaries who are not indemnity provided on behalf of, officers, directors, employees or consultants of the Company or its Restricted Subsidiaries; (iv) any Subsidiarypayments 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 agreement as in effect as of the Closing Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect); (vi) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (iiiincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter (so long as any such amendment is not disadvantageous to the Holders in any material respect); (vii) any Permitted Investments and Restricted Payments not prohibited by Section 4.04 hereof; or (viii) the grant issuance of stock options or similar rights to acquire any Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant Company. Notwithstanding the foregoing, any transaction or series of related transactions covered by paragraph (a) of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph (b) the aggregate amount of which exceeds $3.0 million in value must be approved or determined to plans approved by the Board of Directors provided that, be fair in the aggregate, the shares manner provided for in clause (i)(A) or (B) of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationthis Section 4.08.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not permit any Subsidiary Restricted Group Member to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Person known by the Company to be an Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Group Member, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Subsidiary as those that Restricted Group Member 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (ii1) in the case of any transaction transactions (or series of transactionsa) 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, Company or if no such disinterested directors exist with respect (b) for which the Company or a Restricted Group Member delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Group Member from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Subsidiaries, Wholly Owned Restricted Subsidiaries of the Company; (ii3) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company; (4) 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; (5) any Restricted Payments not prohibited by Section 4.04; (6) any payments or other transactions pursuant to the Overhead Services Agreement as in effect on the Closing Date; 49 56 (7) any transaction between the Company or any SubsidiaryRestricted Group Member and Nextel; provided that such transaction is on an arm's-length basis and in the ordinary course of business; or (8) any transaction or series of related transactions involving consideration or payments of less than $10 million. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (8) of this paragraph, the aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the manner provided for in clause (1)(a) or (iiib) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will shall not, and will shall 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 10% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary unless: (i) such Affiliate transaction is on fair and reasonable terms that are at least as no less favorable to the Company or such the relevant Restricted Subsidiary as than those that could be obtained would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of execution of the agreement providing therefor, in arm’s length dealings a comparable transaction by the Company or such Subsidiary with a Person who that is not such a Related Person, holder or an Affiliate; and (ii) in the case of Company delivers to the Trustee: (a) with respect to any transaction (or series of transactions) with a Related Person involving related transactions the aggregate payments made on or after the Issue Date in excess amount of U.S.$10 which exceeds $5.0 million in any fiscal yearvalue, shall be 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 of the Company, or if no such disinterested directors exist Directors; and (b) with respect to such any Affiliate transaction (or series of transactions)related Affiliate transactions involving aggregate consideration in excess of $15.0 million, shall be confirmed by an opinion as to the fairness to the Holders of an Independent Financial Advisor to be fair, such Affiliate transaction from a financial point of viewview issued by an accounting, to the Company appraisal or such Subsidiary. investment banking firm of national standing The foregoing limitation does not limit, and shall not apply to to: (i) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (ii) the payment of reasonable and customary compensation regular fees and fees indemnities to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or Company; (iii) any payments or other transactions pursuant to any tax-sharing agreement between the grant Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of stock options or similar rights to acquire a consolidated group for tax purposes; (4) any sale of shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved Company; or (5) any Restricted Payments not prohibited by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationSection 4.08 hereof.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, (a) 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm’s-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. (b) The foregoing limitation does not limit, and shall not apply to: (ii1) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely between the Company and any of its Restricted Subsidiaries or between solely among Restricted Subsidiaries, ; (ii3) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company or and indemnification arrangements entered into by the Company consistent with past practices of the Company; (4) transactions in connection with a Permitted Securitization including Standard Securitization Undertakings; (5) any Subsidiary, or (iii) the grant sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) to employees and directors of the Company Company; (6) any Permitted Investments or any Restricted Payments not prohibited by Section 4.07; and (7) any agreement as in effect or entered into as of the Closing Date (as disclosed in this offering memorandum) or any amendment thereto or any transaction contemplated thereby (including pursuant to plans approved by any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Board of Directors provided that, Holders in any material respect than the aggregate, original agreement as in effect on the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationClosing Date.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease, lease or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with (x) any holder (or any Affiliate of such holder) of 1010.0% or more of the any class of Capital Stock of the Company or with (y) any Affiliate of the Company or of any Subsidiary (together, each an “Related Persons” and each, a “Related PersonAffiliate Transaction”), unless the terms to the Company or such Subsidiary unless: (i) the Affiliate Transaction is on fair and reasonable terms that are at least as no less favorable to the Company or such Subsidiary the relevant Restricted Subsidiary, as the case may be, than those that could be would have been obtained at the time of such transaction in a comparable arm’s length dealings transaction by the Company or the relevant Restricted Subsidiary with a Person who that is not a Related Person, and an Affiliate of the Company; and (ii) in the case of Company delivers to the Trustee: (A) with respect to any transaction (Affiliate Transaction or series of transactions) with a Related Person related Affiliate Transactions involving aggregate payments made on or after the Issue Date consideration in excess of U.S.$10 US$10.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in any fiscal year, shall be an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist Directors; and (B) with respect to such transaction (any Affiliate Transaction or series of transactionsrelated Affiliate Transactions involving aggregate consideration in excess of US$20.0 million (or the Dollar Equivalent thereof), shall be confirmed by in addition to the Board Resolution required in clause (ii)(A) above, an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of an Independent Financial Advisor to be fair, such Affiliate Transaction from a financial point of viewview issued by an accounting, to the Company appraisal or such Subsidiary. investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above, does not limit, and shall not apply to to: (i) any transaction between the Company and any of its Subsidiaries or between Subsidiaries, (ii) payment of reasonable and customary regular fees and other compensation and fees to directors of the Company and the Subsidiaries or any Restricted Subsidiary who are not employees of the Company or such Restricted Subsidiary; (ii) transactions between or among the Company and any SubsidiaryWholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted Subsidiaries; (iii) any Restricted Payment of the type described in Section 4.06(a)(i), (ii) or (iii) the grant if permitted by Section 4.06; (iv) any sale of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) of the Company; (v) the payment of compensation to employees officers and directors of the Company or any Restricted Subsidiary pursuant to plans approved an employee benefit plan or share option scheme; (vi) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Board Company or any of Directors provided thatits Restricted Subsidiaries with directors, officers, employees and consultants in the aggregate, ordinary course of business and the shares payment of Capital Stock underlying such options or similar rights issued since compensation pursuant thereto; (vii) any lease of premises and facilities from Country Garden for the Issue Date (exclusive operation of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock schools of the Company or any Restricted Subsidiary (only with respect to the requirements of Section 4.14(a)(ii)(B)); (viii) non-interest bearing advances to or guarantees for the benefit of the Company or any Restricted Subsidiaries; (ix) the entry into and performance of new VIE Contracts (only with respect to the requirements of Section 4.14(a)(ii)(B)); and (x) the repayment of a promissory note dated July 4, 2019 entered into by the Company with Fine Nation Group Limited in an aggregate amount of US$100,000,000 at an interest rate of 7.25% per annum due to be matured by August 31, 2019 with an extension to December 31, 2019 (only with respect to the requirements of Section 4.14(a)(ii)(B)). In addition, the requirements of Section 4.14(a)(ii) above shall not apply to (A) Investments (including Permitted Investments that are permitted under clause (13) and (14) of the definition of “Permitted Investment” but excluding other Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the offering memorandum of the Company relating to the Notes dated July 24, 2019, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date, and (C) any transaction between or among (1) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a fully diluted basis at Wholly Owned Restricted Subsidiary or (2) the date Company or a Restricted Subsidiary on the one hand and any Jointly Controlled Entity or Unrestricted Subsidiaries on the other hand; provided that in the case of determinationclause (C), (a) such transaction is entered into in the ordinary course of business and (b) none of the other shareholders or other partners of or in such Restricted Subsidiary or Jointly Controlled Entity, as the case may be, is a Person described in clauses (x) or (y) of the first paragraph of Section 4.14(a) (other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary, Jointly Controlled Entity or Unrestricted Subsidiaries, as the case may be, or by reason of being a Restricted Subsidiary, a Jointly Controlled Entity or an Unrestricted Subsidiary, as the case may be).

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the (a) 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” and each, a “Related Person”), unless the except upon terms to the Company or such Subsidiary (i) are at least as not materially less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm’s-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. (b) The foregoing limitation does not limit, and shall not apply to: (ii1) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (i2) any transaction solely between the Company and any of its Restricted Subsidiaries or between solely among Restricted Subsidiaries, ; (ii3) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company and director and officer indemnification arrangements entered into by the Company in the ordinary course of business of the Company; (4) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or any through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (iii5) the grant transactions in connection with a Permitted Securitization including Standard Securitization Undertakings or a Permitted Factoring Program; (6) any sale of stock options or similar rights to acquire shares of Capital Stock (other than Disqualified Stock) of the Company, and the granting of registration and other customary rights in connection therewith; (7) any Permitted Investments or any Restricted Payments not prohibited by Section 4.07; (8) any agreement as in effect or entered into as of the Closing Date (as disclosed in the Prospectus) or any amendment thereto or any transaction contemplated thereby (including pursuant to employees any amendment thereto) and directors any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Closing Date; (9) any employment agreement, change in control/severance agreement, employee benefit plan (including retirement, health and other benefit plans), officer or director indemnification agreement or any similar arrangement or compensation (including bonuses and equity compensation) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; (10) any tax sharing agreement or payment pursuant thereto, between the Company and/or one or more Subsidiaries on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to file consolidated tax return or with which the Company or such Subsidiaries are part of a consolidated group for tax purposes on the other hand, which payments by the Company and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; and (11) transactions with customers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business of the Company pursuant to plans approved by and its Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture; provided, that, in the reasonable determination of the Board of Directors provided thator senior management of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person. (c) Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.11 and not covered by clauses (2) through (10) of this paragraph, (a) the aggregate amount of which exceeds $50.0 million in value, must be approved or determined to be fair in the aggregatemanner provided for in clause (1)(A) or (B) above and (b) the aggregate amount of which exceeds $100.0 million in value, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required must be determined to be issued by lawfair in the manner provided for in clause (1)(B) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agree- ment, at the time of the execution of the agreement providing therefor, in arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, holder or an Affiliate. The foregoing limitation does not limit and shall not apply to (iii) in the case of any transaction transactions (or series of transactionsA) 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 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 Companyexecution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or if no such disinterested directors exist with respect an Affiliate or (B) for which the Company or a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor internationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular fees to directors of the Company and the Subsidiaries who are not employees of the Company or any Subsidiary, or (iii) and the grant of stock options entering into indemnification or similar rights arrangements with respect to acquire 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) issuances of Capital Stock (other than Disqualified Stock) to employees and directors of the Company Company; and (vii) the payment of fees and expenses pursuant to plans approved the Management Services Agreement. Notwithstanding the foregoing, any transaction or series of related transactions covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $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 aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will shall not, and will shall 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherThe foregoing limitation does not limit, “Related Persons” and each, a “Related Person”), unless the terms to the Company or such Subsidiary shall not apply to: (i) are at least as favorable to the Company or such Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person who is not a Related Person, and transactions (iiA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to ; (iii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries, ; (iiiii) the payment of reasonable and customary compensation and regular 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; or (v) any SubsidiaryRestricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $5.0 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Personholder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (iii) in the case of any transaction transactions (or series of transactionsA) 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 or (B) for which the Company, Company or if no such disinterested directors exist with respect a Restricted Subsidiary delivers to such transaction (or series of transactions), shall be confirmed by an the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view, to the Company or such Subsidiary. 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 compensation and regular 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; or (v) any SubsidiaryRestricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (iiiB) the grant of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms to the Company or such Subsidiary (i) are at least as no less favorable to the Company or such Restricted Subsidiary as those that than could be obtained 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 compensation and regular 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 any Subsidiaryits Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (iiivii) the grant of stock options Data Business Transfer or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors the issuance of the Company pursuant to plans approved Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis 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 aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the The Company will not, and will not cause or permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, conduct any business, enter into, renew or extend into any transaction or series of related transactions (including, without limitation, the purchase, sale, leasepurchase, exchange or transfer lease of assets, property or assets, the rendering of any service, or the making of any payment, loan, advance or guaranteeservices) with, with or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Subsidiary (together, “Related Persons” and each, a “Related Person”), unless the terms to other than the Company or a Restricted Subsidiary) unless such Subsidiary transaction or series of related transactions is entered into in good faith and in writing and (i1) such transaction or series of related transactions is on terms that are at least as no less favorable to the Company or such Subsidiary Restricted Subsidiary, as the case may be, than those that could would be obtained at the time of such available in a comparable transaction in arm’s arm’s-length dealings with a Person party who is not a Related Personan Affiliate of the Company, (2) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, (i) the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and and (ii) in the case of any such 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 related transactions has been approved by a majority of the disinterested members Disinterested Directors of the Board of Directors of the Company, or if no in the event there is only one Disinterested Director, by such disinterested directors exist Disinterested Director, or (3) with respect to such any transaction (or series of transactions)related transactions involving aggregate value in excess of $30,000,000, shall be confirmed by an the Company delivers to the Trustee a written opinion of an Independent Financial Advisor investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to be fair, the Company or such Restricted Subsidiary from a financial point of view; provided, to the Company or such Subsidiary. The foregoing limitation does not limithowever, and that this provision shall not apply to to: (i1) employee benefit arrangements with any transaction between officer or director of the Company Company, including under any employment agreement, stock option or stock incentive plans, and any customary indemnification arrangements with officers or directors of its Subsidiaries or between Subsidiariesthe Company, in each case entered into in the ordinary course of business, (ii2) the payment of reasonable and customary compensation and fees to directors of the Company and the or any of its Restricted Subsidiaries who are not employees of the Company or any SubsidiaryAffiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (iii4) the grant sales of stock options or similar rights to acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company pursuant to plans approved Affiliates of the Company, (5) in the case of contracts for purchase of drilling equipment or sale of oil field service supplies or natural gas or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s-length basis, as determined by the Board of Directors provided thatof the Company, (6) any customary agreements with stockholders of the Company providing for preemptive, in the aggregatevoting, the shares of Capital Stock underlying such options or tag-along and similar rights issued since to certain stockholders of the Company, provided that such agreements are approved in advance by a majority of the Disinterested Directors, and (7) any transactions undertaken pursuant to any contracts in existence on the Issue Date (exclusive as in effect on such date) and any renewals, replacements or modifications of any shares of Capital Stock such contracts (pursuant to new transactions or similar rights required otherwise) on terms no less favorable to be issued by law) shall not exceed 2.5% the Holders of the outstanding Common Stock of Notes than those in effect on the Company on a fully diluted basis at the date of determinationIssue Date.

Limitation on Transactions with Shareholders and Affiliates. Under the terms of the 10-Year Notes Indenture, the Company WCI 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 or exchange or transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, with any holder (or any Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or of any Subsidiary (togetherRestricted Subsidiary, “Related Persons” except upon fair and each, a “Related Person”), unless the reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary (i) are at least as favorable to the Company or such Subsidiary as those that 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 arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person, and (ii) in the case of any transaction (holder 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 financial point of view, to the Company or such SubsidiaryAffiliate. 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 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 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, ; (iiiii) the payment of reasonable and customary compensation and fees to directors of the Company and the Subsidiaries WCI who are not employees of the Company WCI; (iv) any payments or other transactions pursuant to any Subsidiary, tax-sharing agreement between WCI and any other Person with which WCI files a consolidated tax return or with which WCI is part of a consolidated group for tax purposes; or (iiiv) any Restricted Payments not prohibited by the grant provisions of stock options or similar rights to acquire Capital Stock Section 4.04 (other than Disqualified Stockpursuant to clause (iv) to employees and directors of the Company pursuant to plans approved definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the Board first paragraph of Directors provided thatthis Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the aggregate, the shares of Capital Stock underlying such options manner provided for in clause (i)(A) or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by lawB) shall not exceed 2.5% of the outstanding Common Stock of the Company on a fully diluted basis at the date of determinationabove.