This excerpt taken from the GLBC 8-K filed Feb 20, 2007.
Section 4.11 Transactions with Affiliates.
(1) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) involving aggregate consideration in excess of U.S.$1 million (or equivalent in other currencies) with, or for the benefit of, any of its Affiliates (each an Affiliate Transaction), unless:
(a) the terms of such Affiliate Transaction are no less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate of the Company;
(b) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of U.S.$5 million (or the equivalent in other currencies), the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company (including a majority of the disinterested members thereof, but only to the extent there are disinterested members with respect to such Affiliate Transaction), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and
(c) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of U.S.$15 million (or the equivalent in other currencies), the Company will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Company and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and file the same with the Trustee.
(2) Paragraph (1) above will not apply to:
(a) Affiliate Transactions with or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries;
(b) reasonable fees and compensation paid to, and any indemnity provided on behalf of (and entering into related agreements with), officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Companys Board of Directors or senior management;
(c) Affiliate Transactions undertaken pursuant to (i) any contractual obligations or rights in existence on the Issue Date, (ii) any contractual obligations or rights to be in existence on the Merger Date and that are described under the section of the Offering Circular entitled Certain Relationships and Related Transactions, including, but not limited to, the Intercompany Agreements and (iii) any amendment or replacement agreement to the obligations and rights described in clauses (i) and (ii) above, so long as such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect, taken as a whole, than the original agreement;
(d) any Restricted Payments made in compliance with Section 4.07 hereof and Permitted Investments permitted under this Indenture;
(e) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and not exceeding U.S.$2 million outstanding at any one time;
(f) the provision of administrative services to any Unrestricted Subsidiary on substantially the same terms provided to or by Restricted Subsidiaries;
(g) transactions for the purchase and sale of telecommunications products and services in the ordinary course of business and on terms no less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate of the Company; and
(h) the issuance of any Subordinated Shareholder Funding.