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

Limitation on Transactions with Shareholders and Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or the rendering of any service) with (i) any direct or indirect holder of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as favorable to the Company or such Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) a majority of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respect.

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions (a) are set forth is entered into in good faith and in writing and and (b1) such transaction or series of related transactions is on terms that are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate and, if such of the Company, (2) with respect to any transaction or series of related transactions involves payment for services involving aggregate value in excess of such a stockholder or Affiliate, $20,000,000, (xi) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (b1) above above, and (ii) such transaction or (y) for amounts equal to or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall Directors of the Company, or in good faith determine that the event there is only one Disinterested Director, by such payments are fair consideration for the services performed Disinterested Director, or (3) with respect to any transaction or to be performed (evidenced by a Board Resolution) or (B) series of related transactions involving aggregate value in excess of $40,000,000, the Company must receive delivers to the Trustee a favorable written opinion from a nationally recognized of an investment banking firm chosen by 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 the Company oror such Restricted Subsidiary from a financial point of view; provided, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion)however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this provision shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activitiesthe Company, including, without limitation, in connection with acquisitions or divestitures which payments provided that such agreements are approved in advance by a majority of the board Disinterested Directors, and (7) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on such date) and any renewals, replacements or modifications of directors such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the Holders of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement Notes than those in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions is entered into in good faith and in writing and: (a) such transaction or series of related transactions is on terms that are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate of the Company and, if in the good faith judgment of the Board of Directors of the Company (whose determination shall be conclusive), no comparable transaction is available with which to compare such transaction or series of related transactions, such transaction or series of related transactions involves payment for services is otherwise fair to the Company or such Restricted Subsidiary from a financial point of such a stockholder view, (b) with respect to any transaction or Affiliate, (x) for amounts greater than series of related transactions involving aggregate value in excess of $10 million and less than $25 million per annum20.0 million, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (ba) above above, and (c) with respect to any transaction or (y) for amounts equal series of related transactions involving aggregate value in excess of $40.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which event there is the subject of the opinion)only one Disinterested Director, by such Disinterested Director; provided, however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this Section 4.15 shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments the Company; provided that such agreements are approved in advance by a majority of the board Disinterested Directors, (7) transactions between the Company or any Restricted Subsidiary and any Person, a director of directors which is also a director of the Company in good faith, (vii) payments or loans to employees any direct or consultants which are approved by a majority of the board of directors indirect parent of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person, and (8) any transactions undertaken pursuant to any contracts in good faithexistence on the Issue Date (as in effect on such date) and any renewals, replacements or modifications of such contracts (viiipursuant to new transactions or otherwise) any agreement on terms no less favorable to the Holders of the Notes than those in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business business, enter into, renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transferlease, lease exchange or exchange transfer of any property or assets, the rendering of any service) with (i) any direct , or indirect holder of more than 5% the making of any class 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 of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) with any Affiliate of the Company or of any Subsidiary (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoingtogether, “Related Persons” and each, a "Shareholder/Affiliate Transaction") “Related Person”), unless the terms of to the Company or such business, transaction or series of transactions Subsidiary (ai) are set forth in writing and (b) are at least as favorable to the Company or such Restricted Subsidiary in all material respects as terms those that would could be obtainable obtained at the time for a comparable of such transaction or series of similar transactions in arm's-arm’s length dealings with a Person which who is not such a stockholder or Affiliate andRelated Person, if such and (ii) in the case of any transaction (or series of transactions involves payment for services transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of such a stockholder or AffiliateU.S.$10 million in any fiscal year, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) be approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in 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 position financial point of view, to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion)or such Subsidiary. The foregoing limitation does not limit, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements and shall not apply to (i) Shareholder/Affiliate Transactions involving any transaction between the purchase Company and any of its Subsidiaries or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionbetween Subsidiaries, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary compensation and fees paid to, to directors of the Company and indemnity provided on behalf of, officers, directors, the Subsidiaries who are not employees or consultants of the Company or any Restricted Subsidiary, or (viiii) payments by the Company grant of stock options or any of its Restricted Subsidiaries similar rights to Blackstone acquire Capital Stock (other than Disqualified Stock) to employees and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans pursuant to employees or consultants which are plans approved by a majority 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 board of directors outstanding Common Stock of the Company in good faith, (viii) any agreement in effect on a fully diluted basis at the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders date of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectdetermination.

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate of the Company and, if in the good faith judgment of the Board of Directors of the Company (whose determination shall be conclusive), no comparable transaction is available with which to compare such transaction or series of related transactions, such transaction or series of related transactions involves payment for services is otherwise fair to the Company or such Restricted Subsidiary from a financial point of such a stockholder view, (b) with respect to any transaction or Affiliate, (x) for amounts greater than series of related transactions involving aggregate value in excess of $10 million and less than $25 million per annum20,000,000, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (ba) above above, and (c) with respect to any transaction or (y) for amounts equal series of related transactions involving aggregate value in excess of $40,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which event there is the subject of the opinion)only one Disinterested Director, by such Disinterested Director; provided, however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this provision shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activitiesthe Company, including, without limitation, in connection with acquisitions or divestitures which payments provided that such agreements are approved in advance by a majority of the board Disinterested Directors, and (7) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on such date) and any renewals, replacements or modifications of directors such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the Holders of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement Notes than those in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business enter into, renew or enter into extend any transaction or series of similar transactions arrangement (including, without limitation, the purchase, sale, transfer, lease or exchange of any property Property, or the rendering of any service) with (ix) any direct holder, or indirect holder any Affiliate of more than any holder, of 5% or more of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (iiy) any Affiliate of the Company or any Subsidiary (other than transactions between or among a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned or the Subsidiary than could be obtained in any part by the Principal Shareholders) (each a comparable arm’s-length transaction with a Person that is not an Affiliate of the foregoingCompany. (b) In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $1.0 million (or the equivalent thereof at the time of determination), a "Shareholder/Affiliate Transaction") unless the terms of Company must first deliver to the Trustee an Officer’s Certificate to the effect that such business, transaction or series of related transactions (a) are set forth in writing on fair and (b) are as reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained in all material respects as a comparable arm’s-length transaction and is otherwise compliant with the terms that would be obtainable of this Indenture. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $15.0 million (or the equivalent thereof at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annumdetermination), the Company shall must in addition obtain and deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above a favorable written opinion from an independent nationally recognized Brazilian or (y) for amounts equal internationally recognized investment banking, auditing or consulting firm as to or greater than $25 million per annum, then (A) a majority the fairness of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or transaction to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion and its Subsidiaries from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company financial point of view. (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the c) The foregoing requirements shall paragraphs do not apply to to: (i) Shareholder/Affiliate Transactions involving any transaction between the purchase Company and any Guarantor or sale Subsidiary or between Subsidiaries and Guarantors; (ii) the payment of crude oil reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in clauses (a)(i) and (a)(ii) under Section 4.07, if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, and (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries transactions pursuant to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement agreements in effect on the Issue Date date of the Indenture and any amendment thereto (described in the Offering Memorandum, as amended, modified or replaced from time to time so long as any such amendment is not disadvantageous the amended, modified or new agreements, taken as a whole, are no less favorable to the holders Company and its Subsidiaries than those in effect on the date of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectIndenture.

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate of the Company and, if in the good faith judgment of the Board of Directors of the Company (whose determination shall be conclusive), no comparable transaction is available with which to compare such transaction or series of related transactions, such transaction or series of related transactions involves payment for services is otherwise fair to the Company or such Restricted Subsidiary from a financial point of such a stockholder view, (b) with respect to any transaction or Affiliate, (x) for amounts greater than series of related transactions involving aggregate value in excess of $10 million and less than $25 million per annum20,000,000, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (ba) above above, and (c) with respect to any transaction or (y) for amounts equal series of related transactions involving aggregate value in excess of $40,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which event there is the subject of the opinion)only one Disinterested Director, by such Disinterested Director; provided, however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this provision shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activitiesthe Company, including, without limitation, in connection with acquisitions or divestitures which payments provided that such agreements are approved in advance by a majority of the board Disinterested Directors, (7) transactions between the Company or any Restricted Subsidiary and any Person, a director of directors which is also a director of the Company in good faith, (vii) payments or loans to employees any direct or consultants which are approved by a majority of the board of directors indirect parent of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person, and (8) any transactions undertaken pursuant to any contracts in good faithexistence on the Original Issue Date (as in effect on such date) and any renewals, replacements or modifications of such contracts (viiipursuant to new transactions or otherwise) any agreement on terms no less favorable to the Holders of the Notes than those in effect on the Original Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or the rendering of any service) with (i) any direct or indirect holder of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as favorable to the Company or such Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 15 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 15 million per annum, then (A) a majority of the disinterested members of the board Board of directors Directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respect.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business business, enter into, renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transferlease, lease exchange or exchange transfer of any property or assets, the rendering of any service) with (i) any direct , or indirect holder of more than 5% the making of any class 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 of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) with any Affiliate of the Company or of any Subsidiary (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoingtogether, “Related Persons” and each, a "Shareholder/Affiliate Transaction") “Related Person”), unless the terms of to the Company or such business, transaction or series of transactions Subsidiary (ai) are set forth in writing and (b) are at least as favorable to the Company or such Restricted Subsidiary in all material respects as terms those that would could be obtainable obtained at the time for a comparable of such transaction or series of similar transactions in arm's-arm’s length dealings with a Person which who is not such a stockholder or Affiliate andRelated Person, if such and (ii) in the case of any transaction (or series of transactions involves payment for services transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of such a stockholder or AffiliateU.S.$10 million in any fiscal year, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) be approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in 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 position financial point of view, to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion)or such Subsidiary. The foregoing limitation does not limit, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements and shall not apply to (i) Shareholder/Affiliate Transactions involving any transaction between the purchase Company and any of its Subsidiaries or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionbetween Subsidiaries, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary compensation and fees paid to, to directors of the Company and indemnity provided on behalf of, officers, directors, the Subsidiaries who are not employees or consultants of the Company or any Restricted Subsidiary, or (viiii) payments by the Company grant of stock options or any of its Restricted Subsidiaries similar rights to Blackstone acquire Capital Stock (other than Disqualified Stock) to employees and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans pursuant to employees or consultants which are plans approved by a majority 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 board of directors outstanding Common Stock of the Company in good faith, (viii) any agreement in effect on a fully diluted basis at the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders date of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectdetermination.”

Limitation on Transactions with Shareholders and Affiliates. The Unless and until the Termination and Release shall have occurred, the Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectlyindirectly enter into, conduct any business renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) or series of related transactions with any holder (ior any Affiliate of such holder) any direct or indirect holder of more than 5% or more of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) with any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries Company, except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the upon fair and reasonable terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects as terms that would than could be obtainable obtained, at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of related transactions involves payment for services or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a stockholder holder or Affiliate. The foregoing limitation does not limit, and shall not apply to: (xi) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above transactions or (y) for amounts equal to or greater than $25 million per annum, then series of related transactions (A) approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that Directors as fair to the Company or such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) 54 63 Restricted Subsidiary or (B) for which the Company must receive delivers to the Trustee a favorable written opinion from of a nationally recognized investment banking firm chosen by stating that the transaction is fair to the Company or, if no or such investment banking firm is in Restricted Subsidiary from a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject financial point of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee)view; provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) any transaction or series of related transactions among the Company and any Wholly Owned Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, Subsidiaries (other than a Guarantor or Palm Shipping) or among Wholly Owned Restricted Subsidiaries (other than a Guarantor or Palm Shipping); (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary regular fees paid to, and indemnity provided on behalf of, officers, directors, to directors of the Company or any Restricted Subsidiary who are not employees or consultants of the Company or any Restricted Subsidiary; or (iv) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions of the type that are permitted under clause (viiii) payments by or (iv) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i) of the second paragraph of this Section 4.07. Nothing contained in this Section 4.07 shall prevent the Company or any Restricted Subsidiary from amending, modifying or supplementing any charter or similar arrangement between Palm Shipping and a vessel-owning Subsidiary of its Restricted Subsidiaries the Company (other than the Charters) solely (A) to Blackstone lower the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or similar arrangement or (B) to increase the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or similar arrangement to the extent required to service (x) Indebtedness for money borrowed, Incurred in good faith (as determined by the Board of Directors) and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect not with the purpose of other investment banking activities, including, without limitationevading the requirements of this covenant, in connection with acquisitions the financing or divestitures which payments are approved refinancing of Indebtedness of such Subsidiary and (y) expenses incurred by a majority such Subsidiary in the ordinary course of the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectbusiness.

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate of the Company and, if in the good faith judgment of the Board of Directors of the Company (whose determination shall be conclusive), no comparable transaction is available with which to compare such transaction or series of related transactions, such transaction or series of related transactions involves payment for services is otherwise fair to the Company or such Restricted Subsidiary from a financial point of such a stockholder view, (b) with respect to any transaction or Affiliate, (x) for amounts greater than series of related transactions involving aggregate value in excess of $10 million and less than $25 million per annum20,000,000, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (ba) above above, and (c) with respect to any transaction or (y) for amounts equal series of related transactions involving aggregate value in excess of $40,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which event there is the subject of the opinion)only one Disinterested Director, by such Disinterested Director; provided, however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this provision shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activitiesthe Company, including, without limitation, in connection with acquisitions or divestitures which payments provided that such agreements are approved in advance by a majority of the board Disinterested Directors, (7) transactions between the Company or any Restricted Subsidiary and any Person, a director of directors which is also a director of the Company in good faith, (vii) payments or loans to employees any direct or consultants which are approved by a majority of the board of directors indirect parent of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person, and (8) any transactions undertaken pursuant to any contracts in good faithexistence on the Issue Date (as in effect on such date) and any renewals, replacements or modifications of such contracts (viiipursuant to new transactions or otherwise) any agreement on terms no less favorable to the Holders of the Notes than those in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business enter into, renew or enter into extend any transaction or series of similar transactions arrangement (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) with (ix) any direct holder (or indirect holder any Affiliate of such holder) of 10% or more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (iiy) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/an “Affiliate Transaction"”), unless: (i) unless the Affiliate Transaction is on terms of such business, transaction or series of transactions (a) that are set forth in writing and (b) are as no less favorable to the Company or such the relevant Restricted Subsidiary, as the case may be, than those that would have been obtained in a comparable arm’s length transaction by the Company or the relevant Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which that is not such a stockholder holder or an Affiliate of the Company; and, if such transaction (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of transactions involves payment for services related Affiliate Transactions involving aggregate consideration in excess of such US$5.0 million (or the Dollar Equivalent thereof), a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver Board Resolution set forth in an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) this Section 4.14 and such Affiliate Transaction has been approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$15.0 million (or the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen Dollar Equivalent thereof) (other than any acquisition of Vehicles by the Company oror a Restricted Subsidiary from Xxxxxxxx, if no so long as such investment banking firm acquisition is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil entered into in the ordinary course of business), in addition to the Company's businessBoard Resolution required in clause (A) above, so long an opinion issued by an accounting, appraisal or investment banking firm of recognized international standing as to the fairness to the Company or such transactions are priced in line with Restricted Subsidiary, as the market price of a crude benchmark and the pricing case may be, of such transactions are equivalent to the pricing Affiliate Transaction from a financial point of comparable transactions with unrelated third parties; view issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The limitation set forth in Section 4.14(a) does not limit, and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionapply to: (i) any employment or compensation agreement (whether based in cash or securities), officer or director indemnification agreement, severance or termination agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary with their respective officers, directors or employees and payments pursuant thereto, including the payment of reasonable fees and reimbursement of expenses, in each case in the ordinary course of business; (ii) transactions between or among the Company and any Wholly Owned Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, Subsidiary or between or among Wholly Owned Restricted Subsidiaries; (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, any Restricted Payment (other than a Permitted Investment) not prohibited by Section 4.06; (iv) payment any sale of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, Capital Stock (other than Disqualified Stock) of the Company; and (v) the payment of reasonable compensation to officers and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants directors of the Company or any Restricted SubsidiarySubsidiary pursuant to an employee stock or share option scheme, so long as such scheme is in compliance with the listing rules of the New York Stock Exchange. In addition, the requirements of Section 4.14(a)(ii) above shall not apply to (viA) payments by transactions pursuant to agreements in effect on the Original Issue Date and described in the offering memorandum of the Company dated December 1, 2015 regarding the Notes, or any of 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 to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of than the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any original agreement in effect on the Original Issue Date Date, and (B) any transaction between or among (1) the Company, any Wholly Owned Restricted Subsidiary and any amendment thereto (so long as any such amendment Restricted Subsidiary that is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, a Wholly Owned Restricted Subsidiary or (ix2) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any a Restricted Subsidiary; provided that, in the case of its Restricted Subsidiaries of obligations under any future amendment or under clause (B), (a) such a similar agreement transaction is entered into after in the Issue Date shall only be permitted by this clause ordinary course of business and (ixb) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders none of the Notes minority shareholders or minority partners of or in any material respectsuch Restricted Subsidiary is a Person described in clauses (x) or (y) of the first paragraph of Section 4.14(a)(other than by reason of such minority shareholder or minority partner being an officer or director of such Restricted Subsidiary).

Limitation on Transactions with Shareholders and Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business business, enter into, renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transferlease, lease exchange or exchange transfer of any property or assets, the rendering of any service) with (i) any direct , or indirect holder of more than 5% the making of any class 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 Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoingsuch Person, a "Shareholder/Affiliate Transaction") “Related Person”), unless the terms of to the Company or such business, transaction or series of transactions Restricted Subsidiary (ai) are set forth in writing and (b) are at least as favorable to the Company or such Restricted Subsidiary in all material respects as terms those that would could be obtainable obtained at the time for a comparable of such transaction or series of similar transactions in arm's-arm’s length dealings with a Person which who is not such a stockholder or Affiliate andRelated Person, if such and (ii) in the case of any transaction (or series of transactions involves payment for services transactions) with a Related Person involving aggregate payments made on or after the Issue Date (a) in excess of such a stockholder or Affiliate$ 1 million in any fiscal year, (xA) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee an Officers’ Certificate certifying that the Company has determined that such Shareholder/Affiliate Transaction complies with clause transaction meets the requirements specified in (bi) above or (yB) for amounts equal to or greater than $25 million per annum, then (A) shall be approved by a majority of the disinterested members of the board Board of directors Directors and (b) in excess of $5 million in any fiscal year, (A) shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced approved by a majority of the disinterested members of the Board Resolution) of Directors or (B) shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company must receive or such Restricted Subsidiary. Any transaction (or series of related transactions) between the Company or a favorable Restricted Subsidiary and a Related Person involving payments made on or after the Issue Date which in the aggregate exceed $10.0 million in any fiscal year (provided that, (x) in the case of the provision of any management or related services, such threshold shall be $100,000 in any fiscal year, and (y) in the case of the Incurrence of any Indebtedness pursuant to Section 4.10(b)(ix), such threshold shall be $100,000), or in, the case of transactions subject to clause (ii) (a) (B) or clause (ii) (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 transaction (or series of related transactions) is fair, from a nationally recognized investment banking firm chosen by financial point of view, to the Company oror such Restricted Subsidiary. The foregoing limitation does not limit, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements and shall not apply to (i) Shareholder/Affiliate Transactions involving any transaction between the purchase Company and any of its Restricted Subsidiaries or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionbetween Restricted Subsidiaries, (ii) Restricted Payments permitted by the provisions of this Indenture described Concessions, all as in Section 9.09effect on the Issue Date, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary compensation and fees paid to, to directors of the Company and indemnity provided on behalf of, officers, directors, the Restricted Subsidiaries who are not employees or consultants of the Company or any Restricted Subsidiary, (viiv) payments by the Company grant of stock options or any of its Restricted Subsidiaries similar rights to Blackstone acquire Capital Stock (other than Disqualified Stock) to employees and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faithpursuant to plans approved by the Board of Directors, (viiv) payments or loans any agreement to employees or consultants which are approved by a majority of the board of directors provide broadcast telecommunications services to Affiliates of the Company in good faiththe ordinary course of business and at market rates, (viiivi) any Restricted Payments not prohibited by Section 4.11 and (vii) any Affiliate Transaction pursuant to any written agreement in effect on the Issue Date included on Schedule B hereto and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) renewal or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; refinancing thereof provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment renewal or new agreement are refinancing is not disadvantageous less favorable to the holders Company than the terms of the Notes in any material respectscheduled Affiliated Transaction or renewal or replacement thereof.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business business, enter into, renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transferlease, lease exchange or exchange transfer of any property or assets, the rendering of any service) with (i) any direct , or indirect holder of more than 5% the making of any class 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 of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) with any Affiliate of the Company or of any Subsidiary (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoingtogether, "Related Persons" and each, a "Shareholder/Affiliate TransactionRelated Person") ), unless the terms of to the Company or such business, transaction or series of transactions Subsidiary (ai) are set forth in writing and (b) are at least as favorable to the Company or such Restricted Subsidiary in all material respects as terms those that would could be obtainable obtained at the time for a comparable of such transaction or series of similar transactions in arm's-arm's length dealings with a Person which who is not such a stockholder or Affiliate andRelated Person, if such and (ii) in the case of any transaction (or series of transactions involves payment for services transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of such a stockholder or AffiliateU.S.$10 million in any fiscal year, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) be approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in 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 position financial point of view, to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion)or such Subsidiary. The foregoing limitation does not limit, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements and shall not apply to (i) Shareholder/Affiliate Transactions involving any transaction between the purchase Company and any of its Subsidiaries or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionbetween Subsidiaries, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary compensation and fees paid to, to directors of the Company and indemnity provided on behalf of, officers, directors, the Subsidiaries who are not employees or consultants of the Company or any Restricted Subsidiary, or (viiii) payments by the Company grant of stock options or any of its Restricted Subsidiaries similar rights to Blackstone acquire Capital Stock (other than Disqualified Stock) to employees and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans pursuant to employees or consultants which are plans approved by a majority 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 board of directors outstanding Common Stock of the Company in good faith, (viii) any agreement in effect on a fully diluted basis at the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders date of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectdetermination."

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions is entered into in good faith and in writing and: (a) such transaction or series of related transactions is on terms that are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate of the Company and, if in the good faith judgment of the Board of Directors of the Company (whose determination shall be conclusive), no comparable transaction is available with which to compare such transaction or series of related transactions, such transaction or series of related transactions involves payment for services is otherwise fair to the Company or such Restricted Subsidiary from a financial point of such a stockholder view, (b) with respect to any transaction or Affiliate, (x) for amounts greater than series of related transactions involving aggregate value in excess of $10 million and less than $25 million per annum20,000,000, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (ba) above above, and (c) with respect to any transaction or (y) for amounts equal series of related transactions involving aggregate value in excess of $40,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which event there is the subject of the opinion)only one Disinterested Director, by such Disinterested Director; provided, however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this provision shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activitiesthe Company, including, without limitation, in connection with acquisitions or divestitures which payments provided that such agreements are approved in advance by a majority of the board Disinterested Directors, (7) transactions between the Company or any Restricted Subsidiary and any Person, a director of directors which is also a director of the Company in good faith, (vii) payments or loans to employees any direct or consultants which are approved by a majority of the board of directors indirect parent of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person, and (8) any transactions undertaken pursuant to any contracts in good faithexistence on the Issue Date (as in effect on such date) and any renewals, replacements or modifications of such contracts (viiipursuant to new transactions or otherwise) any agreement on terms no less favorable to the Holders of the Notes than those in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business enter into, renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) with any holder (ior any Affiliate of such holder) any direct or indirect holder of more than 5% or more of any class of the Company's Capital Stock or with any Affiliate of the Company or any Restricted Subsidiary (other than the Company or a Restricted Subsidiary), except (a) upon terms no less favorable to the Company or such Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate, provided that, with respect to a transaction or series of related transactions involving aggregate payments by the Company or such Subsidiary having a fair market value equal to or in excess of (i) $5.0 million but less than $15.0 million, the Company's Board of Directors approves such transaction (or series of transactions) and, in its good faith judgment, believes that such transaction (or series of transactions) complies with clause (a) of this paragraph as evidenced by a Board Resolution and (ii) $15.0 million, (A) the Company receives the written opinion of an investment banking firm nationally recognized in the United States that such transaction (or series of transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary and (B) the Board of Directors of the Company approves such transaction (or series of transactions) and, in its good faith judgment, believes that such transaction (or series of transactions) complies with clause (a) of this paragraph, as evidenced by a Board Resolution. The foregoing limitation does not limit, and shall not apply to (a) any transaction solely between the Company and any of its Restricted Subsidiaries or solely among Restricted Subsidiaries; (b) any transaction between the Company or any Restricted Subsidiary and any Person that is an Affiliate of the Company or of any Restricted Subsidiary of Subsidiary, if (i) such Person is engaged in the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or Pulp and Paper Business, (ii) any Affiliate such transaction is in the ordinary course of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each business of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) a majority of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid tocase may be, and indemnity provided on behalf ofsuch Person, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respect.77

Limitation on Transactions with Shareholders and Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary of the Company Subsidiaries to, directly or indirectly, conduct any business or enter into any transaction or series of similar related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, transfer, lease or exchange of any property or the rendering of any serviceservices) with (i) any direct or indirect holder for the benefit of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its or a Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction"Subsidiary) unless the terms of such business, transaction or series of related transactions is entered into in good faith and in writing and: (a) such transaction or series of related transactions is on terms that are set forth in writing and (b) are as no less favorable to the Company or such Restricted Subsidiary in all material respects Subsidiary, as terms the case may be, than those that would be obtainable at the time for available in a comparable transaction or series of similar transactions in arm'sarm’s-length dealings with a Person which party who is not such a stockholder or an Affiliate of the Company and, if in the good faith judgment of the Board of Directors of the Company (whose determination shall be conclusive), no comparable transaction is available with which to compare such transaction or series of related transactions, such transaction or series of related transactions involves payment for services is otherwise fair to the Company or such Restricted Subsidiary from a financial point of such a stockholder view, (b) with respect to any transaction or Affiliate, (x) for amounts greater than series of related transactions involving aggregate value in excess of $10 million and less than $25 million per annum20,000,000, the Company shall deliver delivers an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction transaction or series of related transactions complies with clause (ba) above above, and (c) with respect to any transaction or (y) for amounts equal series of related transactions involving aggregate value in excess of $40,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or greater than $25 million per annum, then (A) series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which event there is the subject of the opinion)only one Disinterested Director, by such Disinterested Director; provided, however, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements this provision shall not apply to to: (i1) Shareholder/Affiliate Transactions involving employee benefit arrangements with any officer or director of the purchase Company, including under any employment agreement, stock option or sale stock incentive plans, and customary indemnification arrangements with officers or directors of crude oil the Company, in each case entered into in the ordinary course of business, (2) the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants to directors of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07, (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Blackstone 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 its Affiliates made 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, (6) any customary agreements with stockholders of the Company providing for any financial advisorypreemptive, financingvoting, underwriting or placement services or in respect tag-along and similar rights to certain stockholders of other investment banking activitiesthe Company, including, without limitation, in connection with acquisitions or divestitures which payments provided that such agreements are approved in advance by a majority of the board Disinterested Directors, (7) transactions between the Company or any Restricted Subsidiary and any Person, a director of directors which is also a director of the Company in good faith, (vii) payments or loans to employees any direct or consultants which are approved by a majority of the board of directors indirect parent of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person, and (8) any transactions undertaken pursuant to any contracts in good faithexistence on the Original Issue Date (as in effect on such date) and any renewals, replacements or modifications of such contracts (viiipursuant to new transactions or otherwise) any agreement on terms no less favorable to the Holders of the Notes than those in effect on the Original Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectDate.

Limitation on Transactions with Shareholders and Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or the rendering of any service) with (i) any direct or indirect holder of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal ShareholdersSubsidiaries) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal ShareholdersSubsidiaries) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as favorable to the Company or such Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with this clause (bii) above or (y) for amounts equal to or greater than $25 million per annum, then (A) a majority of the disinterested members of the board of directors of the Company shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's businessoil, vacuum tower bottoms, refined products or other inventory, so long as (y) in the case of such transactions involving crude oil, such transactions are priced in line with the market price of a crude benchmark and (z) the pricing of each of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, 9.07; (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, ; (viv) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, ; (viv) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures divestitures, which payments are approved by a majority of the board of directors of the Company in good faith, ; (viivi) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, ; (viiivii) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes Securities in any material respect) or any transaction contemplated thereby, ; or (ixviii) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ixviii) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes Securities in any material respect.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business business, enter into, renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transferlease, lease exchange or exchange transfer of any property or assets, the rendering of any service) with (i) any direct , or indirect holder of more than 5% the making of any class 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 of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) with any Affiliate of the Company or of any Subsidiary (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoingtogether, "Related Persons" and each, a "Shareholder/Affiliate TransactionRelated Person") ), unless the terms of to the Company or such business, transaction or series of transactions Subsidiary (ai) are set forth in writing and (b) are at least as favorable to the Company or such Restricted Subsidiary in all material respects as terms those that would could be obtainable obtained at the time for a comparable of such transaction or series of similar transactions in arm's-arm's length dealings with a Person which who is not such a stockholder or Affiliate andRelated Person, if such and (ii) in the case of any transaction (or series of transactions involves payment for services transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of such a stockholder or AffiliateU.S.$10 million in any fiscal year, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) be approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are fair consideration for Directors of the services performed Company, or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in 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 position financial point of view, to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion)or such Subsidiary. The foregoing limitation does not limit, that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements and shall not apply to (i) Shareholder/Affiliate Transactions involving any transaction between the purchase Company and any of its Subsidiaries or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionbetween Subsidiaries, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary compensation and fees paid to, to directors of the Company and indemnity provided on behalf of, officers, directors, the Subsidiaries who are not employees or consultants of the Company or any Restricted Subsidiary, or (viiii) payments by the Company grant of stock options or any of its Restricted Subsidiaries similar rights to Blackstone acquire Capital Stock (other than Disqualified Stock) to employees and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans pursuant to employees or consultants which are plans approved by a majority 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 board of directors outstanding Common Stock of the Company in good faith, (viii) any agreement in effect on a fully diluted basis at the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders date of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respectdetermination.

Limitation on Transactions with Shareholders and Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary None of the Company toBorrowers will and will procure that neither the Guarantor nor Palm Shipping will, directly or indirectlyindirectly enter into, conduct any business renew or enter into extend any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) or series of related transactions with any holder (ior any Affiliate of such holder) any direct or indirect holder of more than 5% or more of any class of Capital Stock capital stock of the Company Guarantor or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) with any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries Guarantor, except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the upon fair and reasonable terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as no less favorable to the Company Borrowers, the Guarantor or such Restricted Subsidiary in all material respects as terms that would Palm Shipping, than could be obtainable obtained, at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of related transactions involves payment for services or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a stockholder holder or Affiliate. The foregoing limitation does not limit, and shall not apply to: (xa) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause transactions or series of related transactions (bI) above or (y) for amounts equal to or greater than $25 million per annum, then (A) approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are Directors as fair consideration for to the services performed Borrowers, the Guarantor or to be performed (evidenced by a Board Resolution) Palm Shipping, or (BII) for which the Company must receive Borrowers, the Guarantor or Palm Shipping, as the case may be, delivers to the Administrative Agent a favorable written opinion from of a nationally recognized investment banking firm chosen by stating that the Company or, if no such investment banking firm transaction is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that Borrowers, the foregoing requirements shall not apply to Guarantor or Palm Shipping, as the case may be, from a financial point of view; (ib) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary regular fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faithBorrowers, (vii) payments the Guarantor or loans to Palm Shipping, who are not employees or consultants which are approved by a majority of the board of directors of Borrowers, the Company in good faith, Guarantor or Palm Shipping; or (viiic) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is Restricted Payments not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafterprohibited by Clause 9.1(A)(xvi); provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respect.or

Limitation on Transactions with Shareholders and Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction or series of similar transactions (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or the rendering of any service) with (i) any direct or indirect holder of more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (ii) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/Affiliate Transaction") unless the terms of such business, transaction or series of transactions (a) are set forth in writing and (b) are as favorable to the Company or such Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which is not such a stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver an Officers' Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with this clause (bii) above or (y) for amounts equal to or greater than $25 million per annum, then (A) a majority of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by the Company or, if no such investment banking firm is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of the Company's businessoil, vacuum tower bottoms, refined products or other inventory, so long as (y) in the case of such transactions involving crude oil, such transactions are priced in line with the market price of a crude benchmark and (z) the pricing of each of such transactions are equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (ii) Restricted Payments permitted by the provisions of this Indenture described in Section 9.099.07, (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, (vi) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any agreement in effect on the Issue Date and any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, or (ix) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment or under such a similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the Notes in any material respect.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business enter into, renew or enter into extend any transaction or series of similar transactions arrangement (including, without limitation, the purchase, sale, transfer, lease or exchange of any property or assets, or the rendering of any service) with (ix) any direct holder (or indirect holder any Affiliate of such holder) of 10% or more than 5% of any class of Capital Stock of the Company or of any Restricted Subsidiary of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) or (iiy) any Affiliate of the Company (other than transactions between or among the Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of the foregoing, a "Shareholder/an “Affiliate Transaction"”), unless: (i) unless the Affiliate Transaction is on terms of such business, transaction or series of transactions (a) that are set forth in writing and (b) are as no less favorable to the Company or such the relevant Restricted Subsidiary, as the case may be, than those that would have been obtained in a comparable arm’s length transaction by the Company or the relevant Restricted Subsidiary in all material respects as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with a Person which that is not such a stockholder holder or an Affiliate of the Company; and, if such transaction (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of transactions involves payment for services related Affiliate Transactions involving aggregate consideration in excess of such US$10.0 million (or the Dollar Equivalent thereof), a stockholder or Affiliate, (x) for amounts greater than $10 million and less than $25 million per annum, the Company shall deliver Board Resolution set forth in an Officers' ’ Certificate to the Trustee certifying that such Shareholder/Affiliate Transaction complies with clause (b) above or (y) for amounts equal to or greater than $25 million per annum, then (A) this Section 4.14 and such Affiliate Transaction has been approved by a majority of the disinterested members of the board Board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$15.0 million (or the Company must receive a favorable opinion from a nationally recognized investment banking firm chosen Dollar Equivalent thereof) (other than any acquisition of Vehicles by the Company oror a Restricted Subsidiary from Cxxxxxxx, if no so long as such investment banking firm acquisition is in a position to provide such opinion, a similar firm chosen by the Company (having expertise in the specific area which is the subject of the opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Trustee); provided that the foregoing requirements shall not apply to (i) Shareholder/Affiliate Transactions involving the purchase or sale of crude oil entered into in the ordinary course of business), in addition to the Company's businessBoard Resolution required in clause (A) above, so long an opinion issued by an accounting, appraisal or investment banking firm of recognized international standing as to the fairness to the Company or such transactions are priced in line with Restricted Subsidiary, as the market price of a crude benchmark and the pricing case may be, of such transactions are equivalent to the pricing Affiliate Transaction from a financial point of comparable transactions with unrelated third parties; view issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The limitation set forth in Section 4.14(a) does not limit, and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transactionapply to: (i) any employment or compensation agreement (whether based in cash or securities), officer or director indemnification agreement, severance or termination agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary with their respective officers, directors or employees and payments pursuant thereto, including the payment of reasonable fees and reimbursement of expenses, in each case, in the ordinary course of business; (ii) transactions between or among the Company and any Wholly Owned Restricted Payments permitted by the provisions of this Indenture described in Section 9.09, Subsidiary or between or among Wholly Owned Restricted Subsidiaries; (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone, any Restricted Payment (other than a Permitted Investment) not prohibited by Section 4.06; (iv) payment any sale of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates, Capital Stock (other than Disqualified Stock) of the Company; and (v) the payment of reasonable compensation to officers and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants directors of the Company or any Restricted SubsidiarySubsidiary pursuant to an employee stock or share option scheme, so long as such scheme is in compliance with the listing rules of the New York Stock Exchange. In addition, the requirements of Section 4.14(a)(ii) above shall not apply to (viA) payments by transactions pursuant to agreements in effect on the Original Issue Date and described in the offering memorandum of the Company dated August 3, 2017 regarding the Notes, or any of 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 to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of than the board of directors of the Company in good faith, (vii) payments or loans to employees or consultants which are approved by a majority of the board of directors of the Company in good faith, (viii) any original agreement in effect on the Original Issue Date Date, and (B) any transaction between or among (1) the Company, any Wholly Owned Restricted Subsidiary and any amendment thereto (so long as any such amendment Restricted Subsidiary that is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby, a Wholly Owned Restricted Subsidiary or (ix2) any stockholder agreement or registration rights agreement to which the Company is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided that the performance by the Company or any a Restricted Subsidiary; provided that, in the case of its Restricted Subsidiaries of obligations under any future amendment or under clause (B), (a) such a similar agreement transaction is entered into after in the Issue Date shall only be permitted by this clause ordinary course of business and (ixb) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders none of the Notes minority shareholders or minority partners of or in any material respectsuch Restricted Subsidiary is a Person described in clauses (x) or (y) of the first paragraph of Section 4.14(a)(other than by reason of such minority shareholder or minority partner being an officer or director of such Restricted Subsidiary).