Common use of Limitation on Sale and Lease-Back Clause in Contracts

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, nor shall it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall (a) The Company will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by to the Corporation Company or any Manufacturing Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiariesyears), which property has been owned more than one hundred twenty days by the Company or such Subsidiary and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Subsidiary to such personperson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (i1) the Corporation Company or such Manufacturing Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount mortgage on the property to the Attributable Debt in respect of such arrangement be leased without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back Securities pursuant to be Debt subject to the provisions of such covenant on limitation on liens clause (which provisions include the exceptions set forth in clauses a) or (i) through (vb) of such covenant), Section 1006 or (ii2) the Corporation shall Company shall, and in any such case the Company covenants that it will, apply an amount in cash equal to the Attributable Debt in respect fair value (as determined by the Board of such arrangement Directors) of the property so leased to the retirement (other than any mandatory retirement or by way of payment at maturity)retirement, within 180 one hundred twenty days of the effective date of any such arrangementSale and Lease-Back Transaction, of Debt Securities (in the manner, subject to the restrictions and at the redemption prices then applicable to redemption of the Corporation or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable Securities at the option of the obligor to, Company) or other indebtedness of the Company with a date more than twelve months after maturity in excess of one year from the date of such Sale and Lease-Back Transaction and which ranks on a parity with the creation Securities. (b) Notwithstanding the provisions of paragraph (a) of this Section 1007, the Company or any Subsidiary may enter into Sale and Lease-Back Transactions which would otherwise be prohibited by the foregoing restrictions if, at the time such Debttransactions are entered into, and after giving effect thereto, Exempted Indebtedness does not exceed 5% of Consolidated Shareholders' Equity.

Limitation on Sale and Lease-Back. For the benefit So long as any of the Holders of the SecuritiesSecurities remain Outstanding, the Corporation shall Issuer will not, nor shall will it permit any Manufacturing Consolidated Subsidiary to, enter into any arrangement sale and lease-back transaction with respect to any person providing for the leasing by the Corporation or Principal Property, other than any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases such transaction involving a lease for a term of not more than three years and except for leases between years, unless (a) the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Consolidated Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur Indebtedness for borrowed money secured by a Mortgage upon such Domestic Manufacturing lien on the Principal Property to be leased in an amount at least equal in amount to the Attributable Debt in with respect of to such arrangement sale and lease-back transaction without equally and ratably securing the Securities; provided, however, that from and after (b) the date on which such arrangement becomes effective proceeds of the Attributable Debt in respect sale of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back Principal Property to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash leased are at least equal to the Attributable Debt in respect fair value of such arrangement assets (as determined by the Board of Directors of the Issuer) and the proceeds are applied within 90 days of the date of such transaction to the purchase or acquisition (or, in the case of real property, the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or redemption provision) of any mandatory retirement Indebtedness; (c) such transaction was entered into prior to the date of this Indenture; (d) such transaction was for the sale and leasing back to the Issuer by any one of its Consolidated Subsidiaries or by way between Consolidated Subsidiaries; or (e) such transaction occurs within six months from the date of payment at maturity), within 180 days acquisition of the effective date of any such arrangement, of Debt of the Corporation subject Principal Property or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation completion of construction or commencement of full operations of such DebtPrincipal Property, whichever is later. This limitation, however, will not apply if at the time the Issuer or any Consolidated Subsidiary enters into such sale and lease-back transaction, and immediately after giving effect thereto, the Exempted Debt then outstanding at such time does not exceed the greater of (x) $500 million or (y) 15% of Consolidated Net Worth.

Limitation on Sale and Lease-Back. For Neither the benefit of the Holders of the Securities, the Corporation Company nor any Restricted Subsidiary shall not, nor shall it permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing by to the Corporation Company or any Manufacturing a Restricted Subsidiary for a period of more than five years of any Domestic Manufacturing Restricted Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson or to any other Person (other than the Company or a Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (in this Article Five called "Sale and Lease-Back Transactions") unless either either: (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.065.03, to issueincur Debt in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, or (b) the Company (and in any such case the Company covenants and agrees that from and it will do so) during or immediately after the date on which such arrangement becomes effective the Attributable Debt in respect expiration of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of four months after the effective date of any such Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary) applies to the voluntary retirement of indebtedness of the Company (including Securities, provided that Securities may only be redeemed at the redemption prices and in accordance with the other provisions of the form thereof), maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (hereinafter in this Section called "Funded Debt") an amount equal to the Value of such Sale and Lease-Back Transaction, less the principal amount of Securities delivered, within four months after the effective date of such arrangement, to the Trustee for retirement and cancellation and the principal amount of other Funded Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned voluntarily retired by the Corporation Company within such four-month period, excluding retirements of Securities and other Funded Debt as a result of conversions or any Manufacturing Subsidiary) which pursuant to mandatory sinking fund or prepayment provisions or by its terms matures at, or is extendible or renewable payment at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmaturity.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities(a) The Issuer will not itself, the Corporation shall not, nor shall and it will not permit any Manufacturing Subsidiary of its Restricted Subsidiaries to, enter into any arrangement with any person Person providing for the leasing by the Corporation Issuer or any Manufacturing such Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a lease for a term of temporary period not more than to exceed three years and except for leases between the Corporation Issuer and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), ) which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Restricted Subsidiary to such personPerson (herein referred to as a “Sale and Lease-Back Transaction”) unless, unless either (i) after giving effect thereto, the Corporation or aggregate amount of all Attributable Debt with respect to all such Manufacturing Subsidiary would be entitled, pursuant to the provisions Sale and Lease-Back Transactions plus all Debt of the covenant on limitation on liens described in Section 4.06Issuer or any of its Restricted Subsidiaries incurred, to issue, assume, extend, renew assumed or replace guaranteed and secured by a mortgage or mortgages (with the exception of Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount mortgage or mortgages on property that the Issuer or a Restricted Subsidiary would be entitled to the Attributable Debt in respect of such arrangement incur, assume or guarantee without equally and ratably securing the Securities; provided, however, that from Securities pursuant to Section 3.09(a)) does not exceed 15% of Consolidated Net Tangible Assets. This Section 3.10 shall not apply to any Sale and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and leaseLease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Back Transaction if: (i) through (v) of the Issuer or such covenantRestricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a mortgage or mortgages on the Principal Property to be leased without equally and ratably securing the Securities pursuant to Section 3.09(a), or ; or (ii) the Corporation shall apply Issuer within the 12 months preceding the sale or transfer or the 12 months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Issuer or by any of its Restricted Subsidiaries, applies, in the case of the sale or transfer for cash, an amount in cash equal to the Attributable Debt net proceeds thereof and, in respect the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Issuer), (x) to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of owed to the Corporation Issuer or any Manufacturing Subsidiary (other than of its Restricted Subsidiaries or any retirement of Debt owned subordinated to the Securities) of indebtedness for money borrowed, incurred or assumed by the Corporation Issuer or any Manufacturing Subsidiary) Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve 12 months after the date of incurring, assuming or guaranteeing such Debt or (y) to investment in any Principal Property or Principal Properties. (b) The Trustee, subject to Sections 5.01 and 5.02, shall receive an Opinion of Counsel as conclusive evidence that any transaction complies with the creation provisions of such Debtthis Section 3.09. The foregoing is not intended to limit the generality of Section 5.02(c).

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 1008, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property has been owned and operated by the Company or any Restricted Subsidiary for more than 180 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, Person (in Section 1007 and in Section 1008 referred to as a "Sale and Lease- Back Transaction") unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 1006 or (ii) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement Sale and Lease-Back Transaction to (1) the acquisition of one or more Principal Properties of equal or greater aggregate fair market value, (2) the retirement (other than any mandatory retirement of indebtedness for borrowed money, including the Securities, incurred or assumed by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned indebtedness for borrowed money owed to the Company or any Restricted Subsidiary) or (3) any combination of the foregoing; provided -------- that the amount to be applied to the retirement of such indebtedness of the ---- Company or any Restricted Subsidiary shall be reduced by (i) the principal amount of any Securities delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of such indebtedness, other than Securities, voluntarily retired by the Corporation Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in clause (2) of the preceding sentence may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmandatory prepayment provision.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company and/or one or any Manufacturing Subsidiary more Restricted Subsidiaries of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing Subsidiary one or more Restricted Subsidiaries or between Manufacturing Restricted Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company and such Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries to such person, person (in this Article Ten referred to as "Sale and Lease-Back Transaction") unless either (ia) the Corporation Company and/or Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens Section 1004, (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (iib) the Corporation Company shall apply or cause to be applied an amount in cash equal to the Attributable Debt in respect Value of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Sale and Lease-Back Transaction within 180 120 days of the effective date of any such arrangement, arrangement (i) to the retirement of Debt of indebtedness for borrowed money incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company and/or one or any Manufacturing Subsidiarymore Restricted Subsidiaries) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, to a date more than then twelve months after the date of the creation incurrence or assumption of such Debtindebtedness and which is senior in right of payment to, or ranks pari passu with, the Securities ("funded debt"), or (ii) to the purchase of other property which will constitute "Principal Property" having a fair value in the opinion of the Board of Directors at least equal to the Value of such Sale and Lease-Back Transaction or (c) the Company or a Restricted Subsidiary shall deliver to the Trustee or other applicable trustee for cancellation Securities or funded debt in aggregate principal amount at least equal to the Value of such Sale and Lease-Back Transaction.

Limitation on Sale and Lease-Back. For the benefit The Company covenants and agrees that neither it nor any of the Holders of the Securities, the Corporation shall not, nor shall it permit any Manufacturing Subsidiary to, its Subsidiaries owning Restricted Property will enter into any arrangement with any person providing for Sale and Lease-Back Transaction unless either: (a) the leasing by the Corporation or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Subsidiary owning Restricted Property would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.05, to issueincur Debt in a principal amount equal to or exceed the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount Mortgages on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens or (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (iib) the Corporation shall apply an amount Company (and in cash equal to any such case the Attributable Debt in respect of such arrangement to Company covenants and agrees that it will do so) during the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of four months immediately following the effective date of any such arrangement, of Debt Sale and Lease-Back Transaction (whether made by the Company or a Subsidiary of the Corporation Company owning Restricted Property) applies or causes to be applied to the voluntary retirement of Funded Debt an amount equal to the Value of such Sale and Lease-Back Transaction. For purposes of Section 4.05 and this Section 4.06, the term “Value” shall mean, with respect to a Sale and Lease-Back Transaction, as of any Manufacturing Subsidiary particular time, an amount equal to the greater of (other than Debt owned 1) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction or (2) the fair value in the opinion of the Company’s Board of Directors of such property at the effective date of such Sale and Lease-Back Transaction, in either case divided by the Corporation or any Manufacturing Subsidiary) which number of full years of the term of the lease and then multiplied by its terms matures at, or is extendible or renewable the number of full years of such term remaining at the option time of determination, without regard to any renewal or extension options contained in the obligor to, a date more than twelve months after the date of the creation of such Debtlease.

Limitation on Sale and Lease-Back. For Neither the benefit of the Holders of the Securities, the Corporation shall not, Borrower nor shall it permit --------------------------------- any Manufacturing Subsidiary to, will enter into any arrangement with any person Person (other than the Borrower or a Subsidiary), or to which any such Person is a party, providing for the leasing by to the Corporation Borrower or any Manufacturing a Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term period of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any property which property has been or is to be sold or transferred by the Corporation Borrower or such Manufacturing Subsidiary to such personPerson or to any Person (other than the Borrower or a Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (in this Section and in Section 5.02 hereof called a "Sale and Lease-Back Transaction") unless either either: (ia) the Corporation Borrower or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.065.02 hereof, to issueincur Debt in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount Lien on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the SecuritiesNotes; provided, however, or (b) the Borrower (and in any such case the Borrower covenants and agrees that from and it will do so) during or immediately after the date on which such arrangement becomes effective the Attributable Debt in respect expiration of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of four months after the effective date of any such arrangement, Sale and Lease-Back Transaction (whether made by the Borrower or a Subsidiary) applies to the voluntary retirement of Debt of the Corporation Borrower ranking at least pari passu with the Notes an amount equal to the Value of such Sale and Lease-Back Transaction, less the principal amount of such Debt of the Borrower voluntarily retired by the Borrower within such four-month period, excluding retirements of such Debt as a result of conversions or any Manufacturing Subsidiary pursuant to mandatory sinking fund or repayment provisions or (other than Debt owned in the case of commercial paper) by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable payment at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmaturity.

Limitation on Sale and Lease-Back. For Neither the benefit of the Holders of the Securities, the Corporation Company nor any Restricted Subsidiary shall not, nor shall it permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing by to the Corporation Company or any Manufacturing a Restricted Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term period of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Restricted Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson or to any other Person (other than the Company or a Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (in this Article Five called "Sale and Lease-Back Transactions") unless either either: (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.065.03, to issueincur Debt in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, or (b) the Company (and in any such case the Company covenants and agrees that from and it will do so) during or immediately after the date on which such arrangement becomes effective the Attributable Debt in respect expiration of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of four months after the effective date of any such Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary) applies to the voluntary retirement of indebtedness of the Company (including Securities, provided that Securities may only be redeemed at the redemption prices and in accordance with the other provisions of the form thereof), maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (hereinafter in this Section called "Funded Debt") an amount equal to the Value of such Sale and Lease-Back Transaction, less the principal amount of Securities delivered, within four months after the effective date of such arrangement, to the Trustee for retirement and cancellation and the principal amount of other Funded Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned voluntarily retired by the Corporation Company within such four-month period, excluding retirements of Securities and other Funded Debt as a result of conversions or any Manufacturing Subsidiary) which pursuant to mandatory sinking fund or prepayment provisions or by its terms matures at, or is extendible or renewable payment at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmaturity.

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 3.8, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years (or which may be terminated by the Issuer or the applicable Restricted Subsidiary within a period of not more than three years) and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing SubsidiariesRestricted Subsidiaries and Sale and Lease-Back Transactions that were entered into prior to the date of this Indenture), which property has been owned and operated by the Issuer or any Restricted Subsidiary for more than 120 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, person (in this Article Three referred to as a “Sale and Lease-Back Transaction”) unless either (ia) the Corporation Issuer or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace incur Debt secured by a Mortgage upon lien on such Domestic Manufacturing Property property in a principal amount at least equal in amount to the Attributable Debt in respect of such arrangement Sale and Lease-Back Transaction without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of Section 3.6, or (b) the Company or the applicable Restricted Subsidiary shall apply an amount equal to the Attributable Debt of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Sale and Lease-Back Transaction to (i) through the acquisition of additional Principal Property of equal or greater fair market value (v) of as determined in good faith by the Company or such covenantRestricted Subsidiary), or (ii) the Corporation shall apply an retirement of indebtedness for borrowed money (excluding indebtedness under a revolving loan facility, unless the commitment is reduced by the amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturitypayment), within 180 days of including the effective date of any such arrangementSecurities, of Debt of incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned indebtedness for borrowed money (excluding indebtedness under a revolving loan facility, unless the commitment is reduced by the Corporation receipt of such payment), owed to the Company or any Manufacturing Restricted Subsidiary) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtindebtedness; provided, however, that the amount to be applied to the retirement of indebtedness pursuant to clause (ii) shall be reduced by (A) the aggregate principal amount of any Securities delivered to the Trustee for retirement within 180 days of the effective date of such Sale and Lease-Back Transaction and (B) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Restricted Subsidiary within 180 days of the effective date of such Sale and Lease-Back Transaction.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a “Sale and Lease-Back Transaction”), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 3.6 and this covenant on limitation on sale and lease-back 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall it and will not permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Property Principal Property, whether owned by the Corporation or by any Manufacturing Subsidiary on at the date that the Securities are originally issued of this Indenture or thereafter acquired (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Manufacturing Restricted Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, Person with the intention of taking back a lease of such property (herein referred to as a "Sale and Lease-Back Transaction") unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would (at the time of entering into such arrangement) be entitled, entitled pursuant to the provisions clause (1) or (6) of the covenant on limitation on liens described in Section 4.061004(a), to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, howeverto issue, that from and after the date assume or guarantee indebtedness secured by a mortgage on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)property, or (ii) the Corporation shall apply Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 1004(b), without equally and ratably securing the Securities, to issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount in cash at least equal to the Attributable Debt in respect of such arrangement to Sale and Lease-Back Transaction or (iii) the retirement (other than any mandatory retirement or by way of payment at maturity)Company shall apply, within 180 360 days of the effective date of any such arrangement, an amount equal to the Attributable Debt in respect of Debt such Sale and Lease-Back Transaction to the prepayment or retirement (other than any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt indebtedness owned by the Corporation Company or any Manufacturing Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debtindebtedness.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities(a) The Issuer will not itself, the Corporation shall not, nor shall and it will not permit any Manufacturing Domestic Subsidiary to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including the Issuer or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Corporation Issuer or such Subsidiary for a period, including renewals, in excess of three years of any Principal Manufacturing Property of the Issuer or any Manufacturing Domestic Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by transferred, more than 180 days after the Corporation or such Manufacturing Subsidiary to such person, unless either later of (i) the Corporation acquisition thereof, (ii) the completion of construction thereof or (iii) the commencement of full operation thereof, by the Issuer or any such Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Manufacturing Property (herein referred to as a "sale and leaseback transaction") unless either: (1) the Issuer or such Manufacturing Domestic Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace could create Debt secured by a Mortgage upon such Domestic mortgage pursuant to Section 3.7 on the Principal Manufacturing Property to be leased back in an amount equal in amount to the Attributable Debt in with respect of to such arrangement sale and leaseback transaction without equally and ratably securing the Securities, or (2) the Issuer within 180 days after the sale or transfer shall have been made by the Issuer or by any such Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Manufacturing Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the Principal Manufacturing Property so sold and leased back at the time or entering into such arrangement (as determined by any two of the following: the Chairman, President, any Vice President, Treasurer and Controller of the Issuer) to the retirement of Funded Debt of the Issuer or any Domestic Subsidiary; provided, howeverPROVIDED, that from and after the date on which such arrangement becomes effective amount to be applied to the Attributable retirement of Funded Debt in respect of such arrangement the Issuer or any Domestic Subsidiary shall be deemed reduced by (a) the principal amount of any Securities delivered within 180 days after such sale to the Trustee for all purposes under retirement and cancellation, and (b) the covenant on limitation on liens described principal amount of Funded Debt, other than Securities, voluntarily retired by the Issuer within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. (b) Notwithstanding the provisions of paragraph (a) of this Section 4.06 and this covenant on limitation on 3.8, the Issuer or any Domestic Subsidiary may enter into a sale and lease-back transaction of a Principal Manufacturing Property of the Issuer or any Domestic Subsidiary in addition to be Debt subject to the provisions of such covenant on limitation on liens that permitted by paragraph (which provisions include the exceptions set forth in clauses (i) through (va) of this Section 3.8 and without any obligation to retire any Securities or other indebtedness referred to in paragraph (a) of this Section 3.8, provided that at the time of entering into such covenant)Sale and Lease-Back Transaction and after giving effect thereto, or (ii) the Corporation shall apply an amount in cash equal to the Attributable Exempted Debt in respect does not exceed 15% of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days Consolidated Net Tangible Assets of the effective date of any such arrangementIssuer and its Subsidiaries, of Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, taken as a date more than twelve months after the date of the creation of such Debtwhole.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Guarantor will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Guarantor or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a SALE AND LEASE-BACK TRANSACTION), unless either (ia) the Corporation Guarantor or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06Condition 4.2, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably rateably securing the Securities; Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back Condition 4.2 or 4.3 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Condition 4.2; or (iib) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Guarantor which is subordinated to the Notes) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt. The term ATTRIBUTABLE DEBT shall mean the present value (discounted at the actual percentage rate inherent in such arrangement as determined in good faith by the Guarantor, compounded semi-annually) of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended). Such rental payments shall not include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). In case of any lease which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. Any determination of any actual percentage rate inherent in any such arrangement made in good faith by the Guarantor shall be binding and conclusive.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities(a) The Guarantor will not itself, the Corporation shall not, nor shall and it will not permit any Manufacturing Subsidiary of its Restricted Subsidiaries to, enter into any arrangement with any person Person providing for the leasing by the Corporation Guarantor or any Manufacturing such Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a lease for a term of temporary period not more than to exceed three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), ) which property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personPerson (herein referred to as a “Sale and Lease-Back Transaction”) unless, unless either (i) after giving effect thereto, the Corporation or aggregate amount of all Attributable Debt with respect to all such Manufacturing Subsidiary would be entitled, pursuant to the provisions Sale and Lease-Back Transactions plus all Debt of the covenant on limitation on liens described in Section 4.06Guarantor or any of its Restricted Subsidiaries incurred, to issue, assume, extend, renew assumed or replace guaranteed and secured by a mortgage or mortgages (with the exception of Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount mortgage or mortgages on property that the Guarantor or a Restricted Subsidiary would be entitled to the Attributable Debt in respect of such arrangement incur, assume or guarantee without equally and ratably securing the Securities; provided, however, that from Securities pursuant to Section 3.09(a)) does not exceed 15% of Consolidated Net Tangible Assets. This Section 3.10 shall not apply to any Sale and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and leaseLease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Back Transaction if: (i) through (v) of the Guarantor or such covenantRestricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a mortgage or mortgages on the Principal Property to be leased without equally and ratably securing the Securities pursuant to Section 3.09(a), or ; or (ii) the Corporation shall apply Guarantor within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Guarantor or by any of its Restricted Subsidiaries, applies, in the case of the sale or transfer for cash, an amount in cash equal to the Attributable Debt net proceeds thereof and, in respect the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Guarantor), (1) to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of owed to the Corporation Guarantor or any Manufacturing Subsidiary (other than of its Restricted Subsidiaries or any retirement of Debt owned subordinated to the Securities) of indebtedness for money borrowed, incurred or assumed by the Corporation Guarantor or any Manufacturing Subsidiary) Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Debt or (2) to investment in any Principal Property or Principal Properties. (b) The Trustee, subject to Section 5.01, shall receive an Opinion of Counsel as conclusive evidence that any transaction complies with the creation provisions of such Debtthis Section 3.10. The foregoing is not intended to limit the generality of Section 5.02(c).

Limitation on Sale and Lease-Back. For The following --------------------------------- provisions shall apply to the benefit Securities of the Holders of the Securitieseach series unless specifically otherwise provided in a Board Resolution, the Corporation shall Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.3. The Issuer will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Issuer or any Manufacturing a Subsidiary of any Domestic Manufacturing Property owned by real property in the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued United States (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiariesyears), which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Subsidiary to such personPerson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Issuer or such Manufacturing Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Securities pursuant to Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)3.6, or (iib) the Corporation shall Issuer shall, and in any such case the Issuer covenants that it will, apply an amount in cash equal to the Attributable Debt in respect fair value (as determined by the Board of such arrangement Directors) of the property so leased to the retirement (other than any mandatory retirement or by way of payment at maturityretirement), within 180 ninety days of the effective date of any such arrangementSale and Lease-Back Transaction, of Debt of the Corporation indebtedness for borrowed money incurred or any Manufacturing Subsidiary (other than Debt owned assumed by the Corporation or any Manufacturing Subsidiary) Issuer which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtdebt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, The Company covenants and agrees that neither it nor shall it permit any Manufacturing Restricted Subsidiary to, will enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing by to the Corporation Company or any Manufacturing a Restricted Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term period of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Restricted Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson or to any other Person (other than the Company or a Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (in this Section and in Section 5.02 hereof called a "Sale and Lease-Back Transaction") unless either either: (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.065.02 hereof, to issueincur Debt in a principal amount equal to or exceeding the Value of such Sale and Lease- Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the SecuritiesLoans; provided, however, or (b) the Company (and in any such case the Company covenants and agrees that from and it will do so) during or immediately after the date on which such arrangement becomes effective the Attributable Debt in respect expiration of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of four months after the effective date of any such arrangement, Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary) applies to the voluntary retirement of Debt indebtedness of the Corporation or any Manufacturing Subsidiary (other than Debt owned Company maturing by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date thereof more than twelve months one year after the date of original creation thereof and ranking at least pari passu with the creation Loans (hereinafter in this Section 5.03 called "Funded Debt") an amount equal to the Value of such DebtSale and Lease- Back Transaction, less the principal amount of Funded Debt voluntarily retired by the Company within such four-month period, excluding retirements of Funded Debt as a result of conversions or pursuant to mandatory sinking fund or repayment provisions or by payment at maturity.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company and/or one or any Manufacturing Subsidiary more Restricted Subsidiaries of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing Subsidiary one or more Restricted Subsidiaries or between Manufacturing Restricted Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company and/or such Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries to such person, person (in this Article Ten referred to as a "Sale and Lease-Back Transaction") unless either (ia) the Corporation Company and/or Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 1004, or (iib) the Corporation Company shall apply or cause to be applied an amount in cash equal to the Attributable Debt in respect Value of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Sale and Lease-Back Transaction within 180 120 days of the effective date of any such arrangement, arrangement (i) to the retirement of Debt of indebtedness for borrowed money incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company and/or one or any Manufacturing Subsidiarymore Restricted Subsidiaries) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve months after the date of the creation incurrence or assumption of such Debtindebtedness and which is senior in right of payment to, or ranks pari passu with, the Securities ("funded debt"), or (ii) to the purchase of other property which will constitute "Principal Property" having a fair value in the opinion of the Board of Directors at least equal to the Value of such Sale and Lease-Back Transaction, or (c) the Company or a Restricted Subsidiary, shall deliver to the Trustee or other applicable trustee for cancellation Securities or funded debt in aggregate principal amount at least equal to the Value of such Sale and Lease-Back Transaction.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company covenants and agrees that it will not, nor shall will it permit any Manufacturing Subsidiary toSubsidiary, enter into any arrangement with any person providing for the leasing by the Corporation directly or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06indirectly, to issueenter into, assume, extendguarantee, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount otherwise become liable with respect to the Attributable Debt in respect of such arrangement without equally any Sale and ratably securing the SecuritiesLease-Back Transaction (as defined below); provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Company or any Subsidiary may enter into (i) through a Sale and Lease-Back Transaction that, had such Sale and Lease-Back Transaction been structured as a mortgage rather than as a Sale and Lease-Back Transaction, the Company or such Subsidiary would have been permitted to enter into such transaction without equally and ratably securing (vor granting priority to) the Securities of such covenant)all series pursuant to Section 1009 hereof, or (ii) a Sale and Lease-Back Transaction between or among the Corporation shall apply an amount in cash Company and any of its Subsidiaries or between or among Subsidiaries and (iii) a Sale and Lease-Back Transaction, provided that, the 103 97 proceeds of the sale of the property or assets to be leased are at least equal to the Attributable Debt in respect fair value (the fair value of such arrangement proceeds, if other than cash, to be determined by the chief financial officer of the Company) and an amount equal to such net proceeds is applied within 180 days of the effective date of such Sale and Lease-Back Transaction to (A) the retirement (other than any mandatory retirement and other than any prohibited retirement of securities) of indebtedness for borrowed money (including the Securities) incurred or assumed by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company or any Manufacturing Subsidiary) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve 12 months after the date of the creation of such Debtindebtedness and, in the case of such indebtedness of the Company, which ranks on a parity with, or senior in right of payment to, the Securities or (B) the purchase or construction of other property, provided, that, upon the completion of such purchase or construction, such property is owned by the Company or a Subsidiary free and clear of all Liens. For the purposes of this Indenture, a Sale and Lease- Back Transaction means any arrangement with any Person providing for the leasing to the Company or a Subsidiary for a period of more than three years of any property which has been or is to be sold or transferred by the Company or such Subsidiary to such Person or to any other Person to which funds have been or are to be advanced by such Person on the security of the leased property.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, to enter into any arrangement with any person providing that provides for the leasing by to the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.061010, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Property property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Outstanding Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 1010 and this covenant on limitation on sale and lease-back 1011 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 1010; or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of Outstanding Securities) of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned owed by the Corporation Company or any Manufacturing Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, The Company covenants and agrees that neither it nor shall it permit any Manufacturing Restricted Subsidiary to, will enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing by to the Corporation Company or any Manufacturing a Restricted Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term period of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Restricted Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson or to any other Person (other than the Company or a Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (in this Article Five called "Sale and Lease-Back Transactions") unless either either; (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.065.03, to issue, assume, extend, renew incur Debt in a principal amount equal to or replace Debt exceeding the Value of such Sale and Lease-Back Transaction secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, or (b) the Company (and in any such case the Company covenants and agrees that from and it will do so) during or immediately after the expiration of four months after the effective date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Sale and Lease-Back Transaction (whether made by the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Company or a Restricted Subsidiary) applies to the voluntary retirement of indebtedness of the Company (including Securities, provided that Securities may only be redeemed at the redemption prices and in accordance with the other provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenantform thereof), or maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (iihereinafter in this Section called "Funded Debt") the Corporation shall apply an amount in cash equal to the Attributable Debt in respect Value of such Sale and Lease-Back Transaction, less the principal amount of Securities delivered, within four months after the effective date of such arrangement to the Trustee for retirement (and cancellation and the principal amount of other than any Funded Debt voluntarily retired by the Company within such four-month period, excluding retirements of Securities and other Funded Debt as a result of conversions or pursuant to mandatory retirement sinking fund or prepayment provisions or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, The Company covenants and agrees that neither it nor shall it permit any Manufacturing Restricted Subsidiary to, will enter into any arrangement with any person Person (other than the Company or a Restricted Subsidiary), or to which any Person is a party, providing for the leasing by to the Corporation Company, or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a Restricted Subsidiary, for a term period, including renewals, of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Principal Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, Person or to any other Person (other than the Company or a Restricted Subsidiary) to which funds have been or are to be advanced by such Person on the security of such leased property (in this Article Ten called a "Sale and Lease-Back Transaction") unless either either: (ia) the Corporation The Company or such Manufacturing Restricted Subsidiary would be entitledentitled to create, assume, guarantee or suffer Indebtedness secured by a Mortgage under any provision of clauses (a) through (e) of Section 10.7 or, pursuant to the provisions of the covenant on limitation on liens described in Section 4.0610.7, to issueincur Indebtedness in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, that from and or (b) The Company or such Restricted Subsidiary within four months after the effective date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary), applies to the voluntary retirement of Indebtedness of the Company (which may include Securities, provided that any series of Securities may only be deemed for all purposes under redeemed in accordance with the covenant on limitation on liens described terms of such series) maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (hereinafter in this Section 4.06 and this covenant on limitation on called "Funded Debt") an amount equal to the greater of (i) the net proceeds of the sale and lease-back to be Debt of the property subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or Sale and Lease-Back Transaction and (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect Value of such arrangement to Sale and Lease-Back Transaction, less the retirement (other than any mandatory retirement or by way principal amount of payment at maturity), Securities delivered within 180 days of four months after the effective date of any such arrangement, to the Trustee for retirement and cancellation and the principal amount of other Funded Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned voluntarily retired by the Corporation Company within such four-month period, excluding retirements of Securities and other Funded Debt as a result of conversions or any Manufacturing Subsidiary) which pursuant to mandatory sinking fund or prepayment provisions or by its terms matures at, or is extendible or renewable payment at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmaturity.

Limitation on Sale and Lease-Back. For Subject to the benefit provisions of Article Twelve (to the Holders extent they are applicable to the Securities of the Securitiesany series), the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries)Principal Property, which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson (whether such Principal Property is now owned or hereafter acquired), except for (i) temporary leases for a term, including any renewal, of not more than three years, (ii) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and (iii) leases entered into within 180 days after the completion of construction and commencement of full operation of a Principal Property (hereinafter, a "Sale and Lease Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to in accordance with the provisions of the covenant on limitation on liens described in Section 4.064.06 (other than provisions with respect to exempted indebtedness), to issue, assume, extend, renew or replace incur Debt secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (iib) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Company within 180 days of after the effective date of any the Sale and Lease-Back Transaction applies an amount equal to the Value of such arrangementtransaction to the voluntary retirement of its Funded Debt. For the purposes of this Article, of Debt "Value" shall mean an amount equal to the greater of the Corporation net proceeds of the sale or any Manufacturing Subsidiary transfer of the property leased pursuant to such Sale and Lease-Back Transaction, or the fair value in the opinion of the Board of Directors of the leased property at the time of entering into such Sale and Lease-Back Transaction. For the purposes of this Article, "Funded Debt" shall mean indebtedness (other than Debt owned including Securities) maturing by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date thereof more than twelve months one year after the date of original creation thereof. The covenant contained in this Section will be subject to the creation of such Debtprovision for exempted indebtedness in Section 4.08.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing Person that provides for the leasing by to the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.061009, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage upon such Domestic Manufacturing Principal Property at least equal in the amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 1009 and this covenant on limitation on sale and lease-back 1010 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 1009, or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the retirement (other than any mandatory retirement or by way of or payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of Outstanding Securities) of the Corporation Company or any Manufacturing Restricted Subsidiary (other than the Debt owned owed by the Corporation Company or any Manufacturing -56- Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option opinion of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, The Company covenants and agrees that neither it nor shall it permit any Manufacturing Subsidiary to, will enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any Person is a party, providing for the leasing by to the Corporation Company, or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a Subsidiary, for a term period, including renewals, of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Principal Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Subsidiary to such person, Person or to any other Person (other than the Company or a Subsidiary) to which funds have been or are to be advanced by such Person on the security of such leased property (in this Article Ten called a "Sale and Lease-Back Transaction") unless either either: (ia) the Corporation The Company or such Manufacturing Subsidiary would be entitledentitled to create, assume, guarantee or suffer Indebtedness secured by a Mortgage under any provision of clauses (a) through (e) of Section 10.07 or, pursuant to the provisions of the covenant on limitation on liens described in Section 4.0610.07, to issueincur Indebtedness in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, that from and or (b) The Company within four months after the effective date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall Sale and Lease-Back Transaction (whether made by the Company or a Subsidiary) applies to the voluntary retirement of Indebtedness of the Company (which may include Securities, provided that any series of Securities may only be deemed for all purposes under redeemed in accordance with the covenant on limitation on liens described terms of such series) maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (hereinafter in this Section 4.06 and this covenant on limitation on called "Funded Debt") an amount equal to the greater of (i) the net proceeds of the sale and lease-back to be Debt of the property subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or Sale and Lease-Back Transaction and (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect Value of such arrangement to Sale and Lease-Back Transaction, less the retirement (other than any mandatory retirement or by way principal amount of payment at maturity), Securities delivered within 180 days of four months after the effective date of any such arrangement, to the Trustee for retirement and cancellation and the principal amount of other Funded Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned voluntarily retired by the Corporation Company within such four-month period, excluding retirements of Securities and other Funded Debt as a result of conversions or any Manufacturing Subsidiary) which pursuant to mandatory sinking fund or prepayment provisions or by its terms matures at, or is extendible or renewable payment at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmaturity.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary for a period, including renewals, in excess of three years, of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred more than one year after the acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Corporation Company or such Manufacturing Restricted Subsidiary to such personlender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.05, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, howeverPROVIDED, HOWEVER, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section Sections 4.05 and 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of Section 4.05 or (b) the Company within 270 days after the sale or transfer shall have been made by the Company or by any such covenant on limitation on liens (which provisions include Restricted Subsidiary, applies an amount equal to the exceptions set forth in clauses greater of (i) through (v) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such covenant), or arrangement and (ii) the Corporation shall apply an amount fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the chairman of the Board of Directors, its president, any vice president, its treasurer and its controller) to (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in cash such sale) having a value at least equal to the Attributable Debt in respect net proceeds of such arrangement to sale or (y) the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company (and any retirement of Securities of any series pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision restricting any refunding operations with moneys borrowed having an interest cost to the Company in excess of a certain amount with respect to the Securities of such series); provided, that the amount to be applied to the retirement of Debt of the Company shall be reduced by (i) the principal amount of any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01) delivered within 270 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of Debt, other than the Securities of any series, voluntarily retired by the Company within 270 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmandatory prepayment provision.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities(a) The Issuer will not itself, the Corporation shall not, nor shall and it will not permit any Manufacturing Subsidiary of its Restricted Subsidiaries to, enter into any arrangement with any person Person providing for the leasing by the Corporation Issuer or any Manufacturing such Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a lease for a term of temporary period not more than to exceed three years and except for leases between the Corporation Issuer and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), ) which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Restricted Subsidiary to such personPerson (herein referred to as a “Sale and Lease-Back Transaction”) unless, unless either (i) after giving effect thereto, the Corporation or aggregate amount of all Attributable Debt with respect to all such Manufacturing Subsidiary would be entitled, pursuant to the provisions Sale and Lease-Back Transactions plus all Debt of the covenant on limitation on liens described in Section 4.06Issuer or any of its Restricted Subsidiaries incurred, to issue, assume, extend, renew assumed or replace guaranteed and secured by a mortgage or mortgages (with the exception of Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount mortgage or mortgages on property that the Issuer or a Restricted Subsidiary would be entitled to the Attributable Debt in respect of such arrangement incur, assume or guarantee without equally and ratably securing the Securities; provided, however, that from Securities pursuant to Section 3.09(a)) does not exceed 15% of Consolidated Net Tangible Assets. This Section 3.10 shall not apply to any Sale and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and leaseLease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Back Transaction if: (i) through (v) of the Issuer or such covenantRestricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a mortgage or mortgages on the Principal Property to be leased without equally and ratably securing the Securities pursuant to Section 3.09(a), or ; or (ii) the Corporation shall apply Issuer within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Issuer or by any of its Restricted Subsidiaries, applies, in the case of the sale or transfer for cash, an amount in cash equal to the Attributable Debt net proceeds thereof and, in respect the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Issuer), (1) to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of owed to the Corporation Issuer or any Manufacturing Subsidiary (other than of its Restricted Subsidiaries or any retirement of Debt owned subordinated to the Securities) of indebtedness for money borrowed, incurred or assumed by the Corporation Issuer or any Manufacturing Subsidiary) Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Debt or (2) to investment in any Principal Property or Principal Properties. (b) The Trustee, subject to Section 5.01, shall receive an Opinion of Counsel as conclusive evidence that any transaction complies with the creation provisions of such Debtthis Section 3.10. The foregoing is not intended to limit the generality of Section 5.02(c).

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 1008, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property has been owned and operated by the Company or any Restricted Subsidiary for more than 180 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, Person (in Section 1007 and in Section 1008 referred to as a "Sale and Lease- Back Transaction") unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 1006 or (ii) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement Sale and Lease-Back Transaction to (1) the acquisition of one or more Principal Properties of equal or greater aggregate fair market value, (2) the retirement (other than any mandatory retirement of indebtedness for borrowed money, including the Securities, incurred or assumed by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned indebtedness for borrowed money owed to the Company or any Restricted Subsidiary) or (3) any combination of the foregoing; provided that the amount to be applied to the retirement of such indebtedness of -------- ---- the Company or any Restricted Subsidiary shall be reduced by (i) the principal amount of any Securities delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of such indebtedness, other than Securities, voluntarily retired by the Corporation Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in clause (2) of the preceding sentence may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmandatory prepayment provision.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, The Company covenants and agrees that neither it nor shall it permit any Manufacturing Subsidiary to, will enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any Person is a party, providing for the leasing by to the Corporation Company, or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a Subsidiary, for a term period, including renewals, of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Principal Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Subsidiary to such person, Person or to any other Person (other than the Company or a Subsidiary) to which funds have been or are to be advanced by such Person on the security of such leased property (in this Article Ten called a "Sale and Lease-Back Transaction") unless either either: (ia) the Corporation The Company or such Manufacturing Subsidiary would be entitledentitled to create, assume, guarantee or suffer Indebtedness secured by a Mortgage under any provision of clauses (a) through (e) of Section 10.07 or, pursuant to the provisions of the covenant on limitation on liens described in Section 4.0610.07, to issueincur Indebtedness in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the Securities; provided, however, that from and or (b) The Company within four months after the effective date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall Sale and Lease-Back Transaction (whether made by the Company or a Subsidiary) applies to the voluntary retirement of Indebtedness of the Company (which may include Securities, provided that any series of Securities may only be deemed for all purposes under redeemed in accordance with the covenant on limitation on liens described terms of such series) maturing by the terms thereof more than one year after the original creation thereof and ranking at least pari passu with the Securities (hereinafter in this Section 4.06 and this covenant on limitation on called "Funded Debt") an amount equal to the greater of (i) the net proceeds of the sale and lease-back to be Debt of the property subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or Sale and Lease-Back Transaction and (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect Value of such arrangement to Sale and Lease- Back Transaction, less the retirement (other than any mandatory retirement or by way principal amount of payment at maturity), Securities delivered within 180 days of four months after the effective date of any such arrangement, to the Trustee for retirement and cancellation and the principal amount of other Funded Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned voluntarily retired by the Corporation Company within such four-month period, excluding retirements of Securities and other Funded Debt as a result of conversions or any Manufacturing Subsidiary) which pursuant to mandatory sinking fund or prepayment provisions or by its terms matures at, or is extendible or renewable payment at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmaturity.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, The Company covenants and agrees that neither it nor shall it permit any Manufacturing Restricted Subsidiary to, will enter into any arrangement with any person Person (other than the Company or a Subsidiary), or to which any such Person is a party, providing for the leasing by to the Corporation Company or any Manufacturing a Restricted Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term period of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), of any Restricted Property which property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson or to any other Person (other than the Company or a Subsidiary), to which funds have been or are to be advanced by such Person on the security of the leased property (in this Section and in Section 5.02 hereof called a "Sale and Lease-Back Transaction") unless either either: (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.065.02 hereof, to issueincur Debt in a principal amount equal to or exceeding the Value of such Sale and Lease-Back Transaction, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased, without equally and ratably securing the SecuritiesLoans; provided, however, or (b) the Company (and in any such case the Company covenants and agrees that from and it will do so) during or immediately after the date on which such arrangement becomes effective the Attributable Debt in respect expiration of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of four months after the effective date of any such arrangement, Sale and Lease-Back Transaction (whether made by the Company or a Restricted Subsidiary) applies to the voluntary retirement of Debt indebtedness of the Corporation or any Manufacturing Subsidiary (other than Debt owned Company maturing by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date thereof more than twelve months one year after the date of original creation thereof and ranking at least pari passu with the creation Loans (hereinafter in this Section 5.03 called "Funded Debt") an amount equal to the Value of such DebtSale and Lease-Back Transaction, less the principal amount of Funded Debt voluntarily retired by the Company within such four-month period, excluding retirements of Funded Debt as a result of conversions or pursuant to mandatory sinking fund or repayment provisions or by payment at maturity.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing or entity that provides for the leasing by to the Corporation Company or any Manufacturing Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.09, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage upon such Domestic Manufacturing Principal Property at least equal in the amount to the Attributable Debt (as defined below) in respect of such arrangement without equally and ratably securing the outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 4.09 and this covenant on limitation on sale and lease-back 4.10 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 4.09, or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the retirement (other than 12 17 any mandatory retirement or by way of or payment at maturity), ) within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of outstanding Securities) of the Corporation or Company of any Manufacturing Subsidiary (other than the Debt owned owed by the Corporation Company or any Manufacturing Subsidiary to the Company or any Subsidiary) which by its terms matures at, at or is extendible or renewable at the option opinion of the obligor to, to a date more than twelve months after the date of the creation of such Debt. For the purposes of this Section 4.10, the term "Attributable Debt" means, at the time of determination, the lesser of (a) the fair market value of such property (as determined by the Board of Directors of the Company) or (b) the present value (discounted at the rate implicit in the terms of the relevant lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended).

Limitation on Sale and Lease-Back. For the benefit of the Holders of the SecuritiesThe Company will not itself, the Corporation shall not, nor shall and it will not permit any Manufacturing Domestic Subsidiary to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including the Company or any Subsidiary of the Company) or to which any such lender or investor is a party, providing for the leasing by the Corporation Company or any Manufacturing a Domestic Subsidiary for a period, including renewals, in excess of three years of any Principal Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred transferred, more than 180 days after the acquisition thereof or the completion of construction and commencement of full operation thereof, by the Corporation Company or such Manufacturing any Domestic Subsidiary to such person, unless either (i) lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the Corporation or security of such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such Principal Domestic Manufacturing Property equal in amount (herein referred to as a "Sale and Leaseback Transaction") unless either: (a) the Attributable Debt of the Company and its Domestic Subsidiaries in respect of such arrangement Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this First Supplemental Indenture (other than Sale and Leaseback Transactions permitted herein), plus the aggregate amount of Debt secured by Mortgages on Principal Domestic Manufacturing Properties then outstanding (excluding any such Debt secured by Mortgages covered in clauses (a) through (k) of Section 3.1 of this First Supplemental Indenture) without equally and ratably securing the Securities; providedSenior Notes, howeverwould not exceed 10% of Consolidated Net Tangible Assets, that from and after or (b) the date on which such arrangement becomes effective net proceeds of the Attributable Debt in respect sale of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Principal Domestic Manufacturing Property are at least equal to the provisions fair value (as determined by the Board of such covenant on limitation on liens (which provisions include Directors of the exceptions set forth in clauses (i) through (vCompany) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtproperty.

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 3.8, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property has been owned and operated by the Issuer or any Restricted Subsidiary for more than 120 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, person (in this Article Three referred to as a “Sale and Lease- Back Transaction”) unless either (ia) the Corporation Issuer or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of Section 3.6, or (b) the Company shall apply an amount equal to the Attributable Debt of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Sale and Lease-Back Transaction to (i) through (v) the acquisition of such covenant)another Principal Property of equal or greater fair market value, or (ii) the Corporation shall apply an retirement of indebtedness for borrowed money (excluding indebtedness under a revolving loan facility, unless the commitment is reduced by the amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturitypayment), within 180 days of including the effective date of any such arrangementSecurities, of Debt of incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company or any Manufacturing Restricted Subsidiary) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtindebtedness.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 3.6 and this covenant on limitation on sale and lease-back 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option Restricted Subsidiary and other than Debt of the obligor to, a date more than twelve months after the date of the creation of such Debt.Company which

Limitation on Sale and Lease-Back. For Subject to the benefit provisions of Article Twelve (to the Holders extent they are applicable to the Securities of the Securitiesany series), the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (hereafter acquired), except for temporary leases for a term term, including any renewal, of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (hereinafter, a "Sale and Lease-Back Transaction"), unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to in accordance with the provisions of the covenant on limitation on liens described in Section 4.064.05 (other than provisions with respect to exempted indebtedness), to issue, assume, extend, renew or replace incur Debt secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Company within 180 days of after the effective date of any the Sale and Lease-Back Transaction applies an amount equal to the Value of such arrangementtransaction to the voluntary retirement of its Funded Debt. For the purposes of this Article, of Debt "Value" shall mean an amount equal to the greater of the Corporation net proceeds of the sale or any Manufacturing Subsidiary transfer of the property leased pursuant to such Sale and Lease-Back Transaction, or the fair value in the opinion of the Board of Directors of the leased property at the time of entering into such Sale and Lease-Back Transaction. For the purposes of this Article, "Funded Debt" shall mean indebtedness (other than Debt owned including Securities) maturing by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date thereof more than twelve months one year after the date of original creation thereof. The covenant contained in this Section will be subject to the creation of such Debtprovision for exempted indebtedness in Section 4.07.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall Guarantor will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned by the Corporation Guarantor or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three five years and except for leases between the Corporation Guarantor and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Subsidiary to such person, unless either (i) the Corporation Guarantor or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06above, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the SecuritiesGuarantees; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 5.07 and this covenant on limitation on sale and lease-lease- back to be Debt subject to the provisions of such the covenant on limitation on liens described above (which provisions include the exceptions set forth in clauses (iclauses(i) through (vvi) of such covenant), or (ii) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Guarantor will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Guarantor or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a SALE AND LEASE-BACK TRANSACTION), unless either (ia) the Corporation Guarantor or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06paragraph 5, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably rateably securing the Securities; Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back paragraph 5 or 6 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), paragraph 5; or (iib) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Guarantor which is subordinated to the Notes) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities(a) The Issuer will not itself, the Corporation shall not, nor shall and it will not permit any Manufacturing Subsidiary of its Restricted Subsidiaries to, enter into any arrangement with any person Person providing for the leasing by the Corporation Issuer or any Manufacturing such Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases a lease for a term of temporary period not more than to exceed three years and except for leases between the Corporation Issuer and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), ) which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Restricted Subsidiary to such personPerson (herein referred to as a "Sale and Lease-Back Transaction") unless, unless either (i) after giving effect thereto, the Corporation or aggregate amount of all Attributable Debt with respect to all such Manufacturing Subsidiary would be entitled, pursuant to the provisions Sale and Lease-Back Transactions plus all Debt of the covenant on limitation on liens described in Section 4.06Issuer or any of its Restricted Subsidiaries incurred, to issue, assume, extend, renew assumed or replace guaranteed and secured by a mortgage or mortgages (with the exception of Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount mortgage or mortgages on property that the Issuer or a Restricted Subsidiary would be entitled to the Attributable Debt in respect of such arrangement incur, assume or guarantee without equally and ratably securing the Securities; provided, however, that from Securities pursuant to clause Section 3.09(a) of Section 3.09 does not exceed 15% of Consolidated Net Tangible Assets. This Section 3.10 shall not apply to any Sale and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and leaseLease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Back Transaction if: (i) through (vthe Issuer or such Restricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a mortgage or mortgages on the Principal Property to be leased without equally and ratably securing the Securities pursuant to clause Section 3.09(a) of such covenant), or Section 3.09 or (ii) the Corporation shall apply Issuer within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Issuer or by any of its Restricted Subsidiaries, applies, in the case of the sale or transfer for cash, an amount in cash equal to the Attributable Debt net proceeds thereof and, in respect the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Issuer), (1) to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of owed to the Corporation Issuer or any Manufacturing Subsidiary (other than of its Restricted Subsidiaries or any retirement of Debt owned subordinated to the Securities) of indebtedness for money borrowed, incurred or assumed by the Corporation Issuer or any Manufacturing Subsidiary) Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Debt or (2) to investment in any Principal Property or Principal Properties. (b) The Trustee, subject to Sections 5.01 and 5.02, shall receive an Opinion of Counsel as conclusive evidence that any transaction complies with the creation provisions of such Debtthis Section 3.09. The foregoing is not intended to limit the generality of Section 5.02(c).

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing Person that provides for the leasing by to the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.061009, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage upon such Domestic Manufacturing Principal Property at least equal in the amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 1009 and this covenant on limitation on sale and lease-back 1010 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 1009, or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the retirement (other than any mandatory retirement or by way of or payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of Outstanding Securities) of the Corporation Company or any Manufacturing Restricted Subsidiary (other than the Debt owned owed by the Corporation Company or any Manufacturing Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option opinion of the obligor to, to a date more than twelve months after the date of the creation of such Debt. (a) For the purposes of this Section 1010, the term "Attributable Debt" means, at the time of determination, the lesser of (a) the fair market value of such property (as determined by the Board of Directors of the Company) or (b) the present value (discounted at the rate implicit in the terms of the relevant lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended).

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.05, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section Sections 4.05 and 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 4.05 or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Guarantor will not, nor shall it will the Guarantor permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Guarantor or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a “Sale and Lease-Back Transaction”), unless either (ia) the Corporation Guarantor or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 3.6 and this covenant on limitation on sale and lease-back Section 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Guarantor which is subordinated to the Guaranty) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Attributable Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Borrower will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Borrower or any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned by the Corporation Borrower or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereof (except for temporary leases for a term of not more than three five years and except for leases between the Corporation Borrower and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Borrower or such Manufacturing Subsidiary to such personPerson, unless either either: (ia) the Corporation Borrower or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.066.02(a), to issue, assume, extend, renew or replace Debt Indebtedness secured by a Mortgage Lien upon such Domestic Manufacturing Property property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens Indebtedness in (a) (which provisions include the exceptions set forth in clauses (i) through (vvi) of such covenantthereof), or ; or (iib) the Corporation Borrower shall apply an amount in cash equal to the Attributable Debt Indebtedness in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt Indebtedness of the Corporation Borrower or any Manufacturing Subsidiary (other than Debt Indebtedness owned by the Corporation Borrower or any Manufacturing Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such DebtIndebtedness.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 3.6 and this covenant on limitation on sale and lease-back 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Borrower will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Borrower or any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned by the Corporation Borrower or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereof (except for temporary leases for a term of not more than three five years and except for leases between the Corporation Borrower and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Borrower or such Manufacturing Subsidiary to such personPerson, unless either either: (ia) the Corporation Borrower or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.066.02(a), to issue, assume, extend, renew or replace Debt Indebtedness secured by a Mortgage Lien upon such Domestic Manufacturing Property property equal in amount to the Attributable Debt Indebtedness in respect of such arrangement without equally and ratably securing the Securitiesamount owing hereunder pursuant to Section 6.02(a); provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt Indebtedness in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 6.02(a) and this covenant on limitation on sale and lease-back Section to be Debt Indebtedness subject to the provisions of such covenant on limitation on liens Section 6.02(a) (which provisions include the exceptions set forth in clauses (i) through (vvi) of such covenantthereof), or ; or (iib) the Corporation Borrower shall apply an amount in cash equal to the Attributable Debt Indebtedness in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt Indebtedness of the Corporation Borrower or any Manufacturing Subsidiary (other than Debt Indebtedness owned by the Corporation Borrower or any Manufacturing Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such DebtIndebtedness.

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Issuer agrees that it will not, nor shall it and will not permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Issuer or any Manufacturing a Subsidiary of any Domestic Manufacturing Property owned by the Corporation Principal Property, acquired or by any Manufacturing Subsidiary on the date that the Securities are originally issued placed into service more than 180 days prior to such arrangement (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiariesless), which whereby such property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing any Subsidiary to such personPerson (herein referred to as a "Sale and Lease-Back Transaction"), unless either unless: (ia) the Corporation Issuer or such Manufacturing any Subsidiary would would, at the time of entering into a Sale and Lease-Back Transaction, be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur Indebtedness secured by a Mortgage upon such Domestic Manufacturing Property equal in amount to mortgage on the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back property to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth leased in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash at least equal to the Attributable Debt in respect of such arrangement transaction without equally and ratably securing the Securities pursuant to Section 3.6; or (b) the Issuer shall covenant that it will apply an amount equal to the net proceeds from the sale of the Principal Property so leased to the retirement (other than any mandatory retirement or by way retirement) of payment at maturity), its Funded Indebtedness within 180 90 days of the effective date of any such arrangementSale and Lease-Back Transaction, provided that the amount to be applied to the retirement of Debt Funded Indebtedness of the Corporation Issuer shall be reduced by (i) the principal amount of any Securities delivered by the Issuer to the Trustee within 90 days after such Sale and Lease-Back Transaction for retirement and cancellation, and (ii) the principal amount of Funded Indebtedness, other than Securities, voluntarily retired by the Issuer within 90 days following such Sale and Lease-Back Transaction, provided, further, the covenant contained in this Section 3.7 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section 3.7, Attributable Debt with respect to any Sale and Lease-Back Transaction if: (1) such Sale and Lease-Back Transaction is entered into in connection with transactions which are part of an industrial development or pollution control financing or, (2) the only parties involved in such Sale and Lease-Back Transaction are the Issuer and any Subsidiary or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option Subsidiaries. For purposes of the obligor to, a date more than twelve months after the date of the creation of such Debt.Section 3.6 and this Section 3.7,