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

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

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

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by the provisions of Section 4.044.05 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.05). Notwithstanding the foregoing, any transaction (or series of related transactions transactions) with any Unrestricted Subsidiary covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (iii) through (v) of this paragraph, (a) the aggregate amount of which does not exceed $250,000 in value in any year will not be covered by this Section 4.09 and, if the aggregate value of such transaction exceeds $1 million 250,000 in valueany year, must will not be approved or covered by this Section 4.09 if such transaction has been determined by the Board of Directors to be fair in to the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) aboveCompany.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized U.S. investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.044.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment"). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company WCI or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company WCI or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company WCI and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company WCI who are not employees of the CompanyWCI; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company WCI files a consolidated tax return or with which the Company WCI is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company Guarantor or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company Guarantor or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company Guarantor and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company Guarantor or the Issuer who are not employees of the CompanyGuarantor or the Issuer; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company Guarantor files a consolidated tax return or with which the Company Guarantor is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.044.04 above; or (vi) the Shareholder Standby Facility, as in effect on the Closing Date. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreementagree- ment, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, limit and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of DirectorsDirectors as being on fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally an internationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the CompanyCompany and the entering into indemnification or similar arrangements with respect to officers and directors of the Company in their capacities as such; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.04; (vi) issuances of Capital Stock (other than Disqualified Stock) of the Company; and (vii) the payment of fees and expenses pursuant to the Management Services Agreement. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 10 million (or, to the extent non-U.S. denominated, the U.S. Dollar Equivalent thereof) in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. 47 41 The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments Payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) transactions in the ordinary course of business of the Company or any Restricted Subsidiary; provided that the aggregate amount of such transactions do not exceed $2 million in any fiscal year; or (vvi) any Restricted Payments not prohibited by Section 4.044.03. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectlyindirectly , enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company WCI or a Restricted Subsidiary delivers to the Trustee Administrative Agent a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company WCI or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company WCI and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company WCI who are not employees of the CompanyWCI; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company WCI files a consolidated tax return or with which the Company WCI is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by the provisions of Section 4.046.02 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 6.02). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 6.06 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or any Restricted Subsidiary, except unless (A) the transaction is upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate; and (b) the Guarantor delivers to the Administrative Agent (1) with respect to any such transaction or series of related transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such transaction complies with this covenant and that such transaction has been approved by a majority of the disinterested members of the Board of Directors, and (2) with respect to any such transaction or series of related transactions involving aggregate. consideration in excess of $20.0 million, an opinion as to the fairness to the Guarantor or such Subsidiary of the financial terms of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company Guarantor and any of its Wholly Wholly-Owned Restricted Subsidiaries or solely between Wholly Wholly-Owned Restricted Subsidiaries; (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company Guarantor who are not employees of the CompanyGuarantor; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company Guarantor files a consolidated tax return or with which the Company Guarantor is part of a consolidated group for tax purposes; or (viv) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) aboveSubsection 11(b)(2).

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, indirectly enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by the provisions of Section 4.044.05 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.05). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder Related Person (or any Affiliate of such holder) of 5% or more of any class of Capital Stock each of the Company or with any foregoing, an "Affiliate of the Company or any Restricted SubsidiaryTransaction"), except upon fair and reasonable unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than could be obtained, those that would have been obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, therefor in a comparable arm's-length transaction with a Person that is not such a holder or Related Person and (ii) the Company delivers to the Indenture Trustee: (x) with respect to any Affiliate Transaction involving aggregate payments in excess of $250,000 but less than $2.5 million, a Board Resolution and an Affiliate. The foregoing limitation does not limitOfficers' Certificate, and shall not apply to each certifying that such Affiliate Transaction complies with clause (i) transactions above, (y) with respect to any Affiliate Transaction involving aggregate payments equal to or greater than $2.5 million but less than $15.0 million, a Board Resolution and an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (A) that such Affiliate Transaction has been approved with a Board Supermajority and, in any case, by a majority of the disinterested members directors of the Board of Directors, Directors of the Company or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view; view issued by an independent internationally recognized investment banking firm or independent Colombian investment banking firm with respect to any such Affiliate Transaction, and (iiz) with respect to any Affiliate Transaction involving aggregate payments equal to or greater than $15.0 million, a Board Resolution and an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and a written opinion as to the fairness to the Company or such Restricted Subsidiary from a financial point of view issued by an independent internationally recognized investment banking firm with respect to any such Affiliate Transaction. Notwithstanding the foregoing, the following shall not be deemed Affiliate Transactions: (i) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, provided such transaction complies with 50 clause (i) in the first paragraph above (other than payments for services expressly permitted under the Reimbursement Agreements as in effect on the date hereof); (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company, provided that any such fees are paid to all such non-employee directors, and payments to members of the Board of Directors or the general manager of any Restricted Subsidiary of up to $40,000 in the aggregate for any such individual in satisfaction of indemnification obligations of such Restricted Subsidiaries with respect to the approval of the joint and several obligations of such Restricted Subsidiaries under this Indenture; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (viv) any Restricted Payments not prohibited by Section 4.04. Notwithstanding 4.07; (v) equipment leases with Affiliates entered into after the foregoing, any transaction or series of related transactions covered by Issue Date; provided such leases comply with clause (i) in the first paragraph above and the Company delivers to the Indenture Trustee a resolution of this Section 4.08 the Board of Directors of the Company set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (i) in the first paragraph above; and not covered by clauses (ii) through (v) of this paragraph, (avi) the aggregate amount Company's payment of which exceeds $1 million in valuecompensation for services by Mr. Gonzalo Caicedo Toro or Guillermo Lopez Esquivel, must be approved or determined to be fair in where such paymxxx xxx xxxx xxxxxxically apxxxxxx xx xxx xxxxx xxxxittee of the manner provided for in clause (i)(A) or (B) above Company and (b) the aggregate amount Board of which exceeds $3 million in value, must be determined to be fair in Directors of the manner provided for in clause (i)(B) aboveCompany.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Restricted Subsidiary or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation fees (whether in cash including through the issuance of shares of Common Stock of the Company or securitiesoptions, warrants or other rights to acquire such shares) and expense reimbursements to directors of the Company who are not employees of the CompanyCompany or any of its Subsidiaries; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.044.05. Notwithstanding the 46 foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (ii) through (vvi) of this paragraph, (a) the aggregate amount of which exceeds $1 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 510% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon unless: (i) such Affiliate transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than could be those that would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction by the Company or such Subsidiary with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit; and (ii) the Company delivers to the Trustee: (a) with respect to any transaction or series of related transactions the aggregate amount of which exceeds $2.0 million in value, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate transaction complies with this covenant and shall not apply to (i) transactions (A) that such Affiliate transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate transaction or series of related Affiliate transactions involving aggregate consideration in excess of $10.0 million, or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or Holders of such Restricted Subsidiary Affiliate transaction from a financial point of view; view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to: (iii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) fees and expense reimbursements indemnities to directors of the Company who are not employees of the Company; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (4) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; or (v5) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) abovehereof.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee Trustees a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; , (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; , (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; , (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or , (v) any Restricted Payments not prohibited by Section 4.044.04 or (vii) Kingston's and Matra's rights to commissions and other payments under sales representation agreements; Matra's rights to payments, including without limitation incentive payments, under the Orion 1 Satellite Contract and Orion 2 Satellite Contract; and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company as the terms of agreements in effect on the Closing Date. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company GST or any Restricted Subsidiary or with any Affiliate of the Company GST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors of GST or (B) for which the Company GST or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company GST or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company GST and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation fees (whether in cash including through the issuance of shares of Common Stock of GST or securitiesoptions, warrants or other rights to acquire such shares) and expense reimbursements to directors of the Company GST who are not employees of the CompanyGST or any of its Subsidiaries; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company GST files a consolidated tax return or with which the Company GST is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vvi) of this paragraph, (a) the aggregate amount of which exceeds $1 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above above. The Company will not, and (b) will not permit any Subsidiary to, directly or indirectly, enter into, renew or extend any of the aggregate amount of which exceeds $3 million in value, must be determined to be fair transactions described in the manner provided for in clause (i)(B) abovefirst paragraph of this section other than any transaction between the Company and GST or any of its Restricted Subsidiaries required or permitted by this Indenture and Pledge Agreement.

Limitation on Transactions with Shareholders and Affiliates. The Company Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service, or the making of any Investment) with any holder (or any Person known to the Issuer to be an Affiliate of such a holder) of 5% or more of any class of Capital Voting Stock of the Company Issuer or with any Affiliate of the Company Issuer or any Restricted SubsidiarySubsidiary (each, a "Related Party Transaction"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company Issuer or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. Without limiting the foregoing, any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5 million must first be approved by a majority of the Board of Directors of the Issuer who are disinterested in the subject matter of the transaction pursuant to a Board Resolution; and any Related Party Transactions or series of Related Party Transactions with an aggregate value in excess of $10 million must be the subject of a favorable opinion, on terms customary for a Issuer having characteristics similar to the Issuer, as to the fairness of such Related Party Transaction to the Issuer and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and a copy of the same must be filed with the Trustee. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; Issuer, (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (vii) any Restricted Payments not prohibited by Section 4.04. Notwithstanding 3.09, (iii) transactions solely among or between Restricted Subsidiaries or solely among or between the foregoingIssuer and a Restricted Subsidiary, (iv) reasonable fees and compensation paid to, and any transaction indemnity provided on behalf of, officers, directors, employees, consultants or series agents of related transactions covered the Issuer or any Restricted Subsidiary as determined in good faith by the first paragraph Issuer's Board of this Section 4.08 Directors, including contributions to a pension trust for employees of the Issuer and not covered by clauses (ii) through its Restricted Subsidiaries and the acquisition in the open market and contribution of Capital Stock of the Issuer to a stock option trust for employees of the Issuer and its Restricted Subsidiaries; (v) Related Party Transactions undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date); and (vi) loans and advances to officers, directors and employees of this paragraphthe Issuer or any Restricted Subsidiary for travel, (a) the aggregate amount of which exceeds $1 million entertainment, moving and other relocation expenses, in value, must be approved or determined to be fair each case made in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount ordinary course of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) abovebusiness.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) (an "Affiliate Transaction") with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted SubsidiarySubsidiary (together, "Related Persons"), except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary. Specifically, the Company will not, and will not permit any Restricted Subsidiary than could be obtainedto, at the time (x) provide credit support for, or a Guarantee of, any Indebtedness of such transaction or, if such transaction is pursuant to a written any Unrestricted Subsidiary (including any agreement, at undertaking or instrument evidencing such Indebtedness), provided that the Company or any Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company or any Restricted Subsidiary other than to obtain such pledged property, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the execution case of clause (x), (y) or (z) to the agreement providing thereforextent permitted under Section 4.8 and, in a comparable arm's-length transaction with a Person that is not such a holder the case of clause (x) or an Affiliate(y), to the extent permitted under Section 4.9. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (viv) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, 4.9; (v) any transaction pursuant to an agreement in effect on the Issue Date; or (vi) any transaction in the ordinary course of business between the Company or any Restricted Subsidiary and any Affiliate thereof engaged in the Cable/Telecommunications Business. The foregoing limitation also does not limit, and shall not apply to, transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee, at or prior such transaction, a written opinion of an Independent Financial Advisor, stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view. Any transaction (or series of related transactions) with a Related Person (other than those transactions covered by the first paragraph of this Section 4.08 and not covered by set forth in clauses (iii) through (vvi) of this the immediately preceding paragraph, ) in which any Person receives in excess of (a) the aggregate amount of which exceeds $1 pound)5 million in value, must any fiscal year shall be approved by a majority of the disinterested directors of the Board of Directors of the Company. Any transaction (or determined series of related transactions) with a Related Person involving in excess of (pound)25 million, or as to be fair which there are no disinterested directors, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor with experience in appraising the manner provided for in clause terms and conditions of the relevant type of transaction (i)(Aor series of related transactions) stating that the transaction (or (Bseries of related transactions) above and (b) is fair, from a financial point of view, to the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) aboveCompany or such Restricted Subsidiary.

Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company GST or any Restricted Subsidiary or with any Affiliate of the Company GST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors of GST or (B) for which the Company GST or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company GST or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company GST and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation fees (whether in cash including through the issuance of shares of Common Stock of GST or securitiesoptions, warrants or other rights to acquire such shares) and expense reimbursements to directors of the Company GST who are not employees of the CompanyGST or any of its Subsidiaries; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company GST files a consolidated tax return or with which the Company GST is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vvi) of this paragraph, (a) the aggregate amount of which exceeds $1 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above above. The Company will not, and (b) will not permit any of its Subsidiaries to, directly or indirectly, enter into, renew or extend any of the aggregate amount of which exceeds $3 million in value, must be determined to be fair transactions described in the manner provided for in clause (i)(B) abovefirst paragraph of this section other than any transaction between the Company and GST or any of its Restricted Subsidiaries required or permitted by this Indenture and Pledge Agreement.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySignificant Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Significant Subsidiaries or solely between Wholly Owned Restricted Significant Subsidiaries; , (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company; Company or any Significant Subsidiary, or (iviii) any payments the grant of stock options or similar rights to acquire Capital Stock (other transactions than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors, provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any tax-sharing agreement between shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the outstanding Common Stock of the Company and any other Person with which on a fully diluted basis at the Company files a consolidated tax return or with which the Company is part date of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) abovedetermination.

Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company Guarantor or with any Affiliate of the Company Guarantor or any Restricted Subsidiary, except unless (A) the transaction is upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate; and (b) the Guarantor delivers to the Administrative Agent (1) with respect to any such transaction or series of related transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such transaction complies with this covenant and that such transaction has been approved by a majority of the disinterested members of the Board of Directors; and (2) with respect to any such transaction or series of related transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Guarantor or such Subsidiary of the financial terms of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company Guarantor and any of its Wholly Wholly-Owned Restricted Subsidiaries or solely between Wholly Wholly-Owned Restricted Subsidiaries; (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company Guarantor who are not employees of the CompanyGuarantor; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company Guarantor files a consolidated tax return or with which the Company Guarantor is part of a consolidated group for tax purposes; or (viv) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) aboveSubsection 11(b)(2).

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee Trustees a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; , (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; , (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; , (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or , (v) any Restricted Payments not prohibited by Section 4.044.04 or (vii) Kingston's and Xxxxx's rights to commissions and other payments under sales representation agreements; Matra's rights to payments, including without limitation incentive payments, under the Orion 1 Satellite Contract and Orion 2 Satellite Contract; and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company as the terms of agreements in effect on the Closing Date. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 510% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon unless: (i) such Affiliate transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than could be those that would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction by the Company or such Subsidiary with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit; and (ii) the Company delivers to the Trustee: (a) with respect to any transaction or series of related transactions the aggregate amount of which exceeds $5.0 million in value, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate transaction complies with this covenant and shall not apply to (i) transactions (A) that such Affiliate transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate transaction or series of related Affiliate transactions involving aggregate consideration in excess of $15.0 million, or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or Holders of such Restricted Subsidiary Affiliate transaction from a financial point of view; view issued by an accounting, appraisal or investment banking firm of national standing The foregoing limitation does not limit, and shall not apply to: (iii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) fees and expense reimbursements indemnities to directors of the Company who are not employees of the Company; (iviii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (4) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; or (v5) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) abovehereof.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a 28 Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; , (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; , (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; , (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or , (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (ii) through (vvii) of this paragraph, (a) the aggregate amount of which exceeds $1 5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySignificant Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not a Related Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a holder financial point of view, to the Company or an Affiliatesuch Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Significant Subsidiaries or solely between Wholly Owned Restricted Significant Subsidiaries; , (iiiii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company; Company or any Significant Subsidiary, or (iviii) any payments the grant of stock options or similar rights to acquire Capital Stock (other transactions than Disqualified Stock) to employees and directors of the Company pursuant to plans approved by the Board of Directors, provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any tax-sharing agreement between shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the outstanding Common Stock of the Company and any other Person with which on a fully diluted basis at the Company files a consolidated tax return or with which the Company is part date of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) abovedetermination.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized U.S. investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Wholly-Owned Restricted Subsidiaries or solely between Wholly Wholly-Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by Section 4.044.04 (other than pursuant to clause (iv) of the definition or "Permitted Investment"). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Issuer will not, and will not permit any Restricted Subsidiary of the Issuer to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holderholder other than those controlled by the Issuer) of 5% or more of any class of Capital Stock of the Company Issuer or any Subsidiary of the Issuer or with any Affiliate of the Company Issuer or any Restricted SubsidiarySubsidiary of the Issuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary of the Issuer than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm's-arm's- length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company Issuer or a Restricted Subsidiary delivers to the Trustee Paying Agents a written opinion of a nationally an internationally recognized investment banking firm stating that the transaction is fair to the Company Issuer or such Restricted Subsidiary of the Issuer from a financial point of view; (ii) any transaction solely between the Company Issuer and any of its Wholly Owned Restricted Subsidiaries Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company Issuer who are not employees of the CompanyIssuer; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company Issuer and any other Person with which the Company files Issuer is required or permitted to file a consolidated tax return or with which the Company Issuer is or could be part of a consolidated group for tax purposes; or (v) any Restricted Payments Investments not prohibited by Section 4.04. Notwithstanding the foregoing7(c) or any dividend, any transaction distribution or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair loan included in the manner provided for calculation of the Basket Amount. For purposes hereof, a "disinterested" member of the Board of Directors shall mean a member who is not employed by, or a shareholder of, the Person with whom the Issuer or its Subsidiary is engaged in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) abovesuch transaction.

Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company WCI or with any Affiliate of the Company WCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company WCI or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company WCI or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company WCI and any of 39 its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company WCI who are not employees of the CompanyWCI; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company WCI files a consolidated tax return or with which the Company WCI is part of a consolidated group for tax purposes; or (v) any Restricted Payments not prohibited by the provisions of Section 4.04 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million 250,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; (iv) any payments Payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) transactions in the ordinary course of business of the Company or any Restricted Subsidiary; provided that the aggregate amount of such transactions do not exceed $2 million in any fiscal year; or (vvi) any Restricted Payments not prohibited by Section 4.044.03. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (ii) through (viv) of this paragraph, (a) the aggregate amount of which exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.. 144 44

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at 28 the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; , (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; , (iii) the payment of reasonable and customary regular compensation (whether in cash or securities) and expense reimbursements fees to directors of the Company who are not employees of the Company; , (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; or , (v) any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (ii) through (vvii) of this paragraph, (a) the aggregate amount of which exceeds $1 5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $3 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.