Common use of Limitation on Sale/Leaseback Transactions Clause in Contracts

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/ Leaseback Transaction unless (i) the Guarantor or such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia “Sale/Leaseback Transaction”), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(g), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (f) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall (a) Unless otherwise provided for in respect of a series of Securities, the Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale/ Sale/Leaseback Transaction with any Person (other than the Company or any other Subsidiary) unless (i) the Guarantor Company or such Restricted Subsidiary Subsidiary, as the case may be, would be entitled to create incur Funded Debt secured by Liens in a Lien on such property securing Indebtedness in an principal amount equal to the Attributable Debt with respect to Indebtedness (treated as if such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (iiAttributable Indebtedness were Funded Debt) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction in accordance with Section 4.09(b) or (ii) the Company or such Restricted Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company) and all such proceeds are applied in accordance with paragraphs (b) to (c) hereof; provided, however, that Attributable Indebtedness in respect of any Sale/Leaseback Transaction entered into pursuant to clause (i) shall not count against the amount of Funded Debt permitted under Section 4.09(b) for any other purpose, including when determining the amount available thereunder for future Sale/Leaseback Transactions entered into pursuant to this proviso plus or any Funded Debt transactions. (yb) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the amount repayment of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that Company or a Restricted Subsidiary may enter into a under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale/Leaseback Transaction (such aggregate constituting “Excess Proceeds”), exceed $60,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with respect the Net Proceeds Offer having an aggregate principal amount equal to property or assets owned by the Excess Proceeds (such Restricted Subsidiarypurchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the proceeds amount of which are used Excess Proceeds will be reset to explorezero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), drill, develop, construct, purchase, repair, improve or add the Company (with notice to property or assets of any Restricted Subsidiarythe Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to repay (within 365 days be mailed to all Holders on the date of the commencement Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of full commercial operation the occurrence of such Net Proceeds Offer Triggering Event and of the Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10; (2) the purchase price and the Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such propertylonger period as may be required by law, a notice to such effect in the form specified in the Offer Notice; and (6) Indebtedness Incurred that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to explorethe unpurchased portion of the Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Offer Notice and shall terminate 20 Business Days after its commencement, drillunless a longer offering period is required by law. (e) Promptly after the termination of the Net Proceeds Offer (the “Net Proceeds Payment Date”), developthe Company shall, constructto the extent permitted by applicable law, purchase(i) accept for payment Securities or portions thereof tendered pursuant to the Offer Notice, repair(ii) if the Company appoints a depositary or Paying Agent, improve deposit with such depositary or add Paying Agent money sufficient to property pay the purchase price of all Securities or assets portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the Company or the Paying Agent, as the case may be, shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee shall promptly authenticate and mail or deliver to each such Holder a new Security equal in principal amount to any Restricted Subsidiaryunpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless (i) the Guarantor or without in any such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing case effectively providing that the Securities pursuant to Section 5.03 or (ii) together with, if the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary Company shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirementso determine, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor Company or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (xthen existing or thereafter created) the Attributable Debt shall be secured equally and ratably with respect or prior to such Sale/Leaseback Transaction, so long as such Sale/Leaseback Transaction shall be outstanding, unless, after giving effect thereto, (a) the aggregate principal amount of all Indebtedness then outstanding secured by any Lien on any Restricted Property, which Lien does not equally and all other ratably secure the Securities (excluding any Indebtedness secured by any Lien permitted under subsections (a) through (e) of Section 1006) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale/Leaseback Transactions entered into pursuant then outstanding (other than any Sale/Leaseback Transaction permitted by (i) clause (b) of this first paragraph of Section 1008; (ii) the proviso to this proviso plus first paragraph of Section 1008; or (yiii) the amount second paragraph of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to this Section 5.03 does 1008) would not exceed an amount equal to 15% of Consolidated Net Tangible Assets as determined based on or (b) the consolidated balance sheet Company or a Restricted Subsidiary, within 12 months after such Sale/Leaseback Transaction, applies to the retirement of secured Indebtedness of the Guarantor as Company or a Restricted Subsidiary permitted under Section 1006 which is not subordinate to the Securities an amount equal to the greater of (i) the net proceeds of the end sale or transfer of the most recent fiscal quarter for which financial statements property or other assets that are availablethe subject of such Sale/Leaseback Transaction and (ii) the fair market value of the Restricted Property so leased (in each case as reasonably determined by the Company); and provided, furtherhowever, that nothing contained in this Section 1008 shall prevent or restrict any Sale/Leaseback Transaction in which a Subsidiary of the Company is the lessee and the Company or another Subsidiary is the lessor of such Restricted Property. Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction with Transactions during the calendar year 2004 in respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used Attributable Debt is not in excess of U.S.$300 million in the aggregate, and additional Sale/Leaseback Transactions that solely refinance, extend, renew or refund such Sale/Leaseback Transactions and (a) the restrictions described in the preceding paragraph shall not apply to explore, drill, develop, construct, purchase, repair, improve or add to property or assets such Sale/Leaseback Transactions and (b) such transactions shall be excluded in determining the aggregate amount of the Company’s Attributable Debt and the Attributable Debt of any Restricted Subsidiary, or to repay (within 365 days Subsidiary for purposes of the commencement preceding paragraph and also for purposes of full commercial operation of any such property) Indebtedness Incurred to exploreSection 1006. In addition, drill, develop, construct, purchase, repair, improve where the Company or add to property or assets of any Restricted SubsidiarySubsidiary is the lessee in any Sale/Leaseback Transaction, Attributable Debt shall not include any Indebtedness resulting from the guarantee by the Company or any other Restricted Subsidiary of the lessee’s obligation thereunder.

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless (i) the Guarantor or without in any such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing case effectively providing that the Securities pursuant to Section 5.03 or (ii) together with, if the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary Company shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirementso determine, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor Company or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (xthen existing or thereafter created) the Attributable Debt shall be secured equally and ratably with respect or prior to such Sale/Leaseback Transaction, so long as such Sale/Leaseback Transaction shall be outstanding, unless, after giving effect thereto, (a) the aggregate principal amount of all Indebtedness then outstanding secured by any Lien on any Restricted Property, which Lien does not equally and all other ratably secure the Securities (excluding any Indebtedness secured by any Lien permitted under subsections (a) through (e) of Section 1006) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale/Leaseback Transactions entered into pursuant then outstanding (other than any Sale/Leaseback Transaction permitted by (i) Clause (b) of this first paragraph of Section 1008; (ii) the proviso to this proviso plus first paragraph of Section 1008; or (yiii) the amount second paragraph of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to this Section 5.03 does 1008) would not exceed an amount equal to 15% of Consolidated Net Tangible Assets as determined based on or (b) the consolidated balance sheet Company or a Restricted Subsidiary, within 12 months after such Sale/Leaseback Transaction, applies to the retirement of secured Indebtedness of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that Company or a Restricted Subsidiary may enter into a permitted under Section 1006 which is not subordinate to the Securities an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property or other assets that are the subject of such Sale/Leaseback Transaction with respect to property and (ii) the fair market value of the Restricted Property so leased (in each case as reasonably determined by the Company); provided, however, that nothing contained in this Section 1008 shall prevent or assets owned by restrict any Sale/Leaseback Transaction in which a Subsidiary of the Company is the lessee and the Company or another Subsidiary is the lessor of such Restricted SubsidiaryProperty. In addition, where the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve Company or add to property or assets of any Restricted SubsidiarySubsidiary is the lessee in any Sale/Leaseback Transaction, Attributable Debt shall not include any Indebtedness resulting from the guarantee by the Company or to repay (within 365 days any other Restricted Subsidiary of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarylessee’s obligation thereunder.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower or such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia “Sale/Leaseback Transaction”), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower or any Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower or any Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to the final proviso to permitted under Section 5.03 6.02(g) does not exceed an amount equal to 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor AK Steel shall not, and shall not permit any Restricted Subsidiary to, enter into into, Guarantee or otherwise become liable with respect to any Sale/ Sale/Leaseback Transaction unless at least one of the following conditions is satisfied: (ia) the lease is between AK Steel and a Wholly Owned Guarantor Subsidiary, or such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the between Wholly Owned Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted SubsidiarySubsidiaries; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses upon either (i) and the transfer or other disposition by such Wholly Owned Guarantor Subsidiary of any such lease to a Person other than AK Steel or another Wholly Owned Guarantor Subsidiary or (ii)) the issuance, sale, lease, transfer or other disposition of Equity Interests (including by consolidation or merger) of such Wholly Owned Guarantor Subsidiary to a Person other than AK Steel or another such Wholly Owned Guarantor Subsidiary, the Guarantor or any Restricted Subsidiary may enter provisions of this subsection (a) shall no longer be applicable to such lease and such lease shall be deemed for purposes of this subsection (a) to constitute the entering into a of such Sale/Leaseback Transaction as long as by the sum parties thereto; (b) AK Steel or such Subsidiary under subsections (b) through (h) of (x) Section 4.12 hereof could create a Lien on the property to secure Debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; (c) AK Steel or such Subsidiary could create a Lien under subsection (i) of Section 4.12 hereof on the property to secure Debt at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction and AK Steel or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Holding, of the property transferred; or (d) the Sale/Leaseback Transaction is treated as an Asset Disposition and all the conditions of Section 4.10 hereof are satisfied with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant without giving effect to the final proviso to exceptions for Net Available Cash in amounts less than $25.0 million or $10.0 million, as set forth in subsection (c) of Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary4.10 hereof).

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Manufacturing Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless with respect to any Principal Property owned on the Closing Date unless: (i1) the Guarantor Company or such Restricted Manufacturing Subsidiary would be entitled as described in clauses (1) through (15) of the definition of “Permitted Liens”, without equally and ratably securing the Notes then outstanding, to create Incur Indebtedness for borrowed money secured by a Lien on such property securing Indebtedness Principal Property in an the amount equal to the Attributable Debt with respect to arising from such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or Sale/Leaseback Transaction; (ii2) the net proceeds Company or such Manufacturing Subsidiary, within 360 days after the sale of such sale are at least equal to the fair value (as determined by the Board of Directors) of Principal Property in connection with which such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied Sale/Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Principal Property to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor either (or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses a combination of) (i) and the retirement of the Notes or other Funded Debt of the Company or a Subsidiary or (ii), ) the Guarantor or any Restricted Subsidiary may enter into purchase of Additional Assets; (3) the lease is for a Sale/Leaseback Transaction as long as the sum period not in excess of three years; or (x4) the Attributable Debt with of the Company and its Manufacturing Subsidiaries in respect to of such Sale/Sale/ Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to after the Closing Date (other than any such Sale/Leaseback Transaction as would be permitted as described in clauses (1) through (3) of this proviso Section 4.10), plus (y) the aggregate principal amount of Indebtedness for borrowed money then outstanding Indebtedness secured by Liens Incurred pursuant on any Principal Property or Capital Stock of a Manufacturing Subsidiary (not including any such Indebtedness for borrowed money secured by Liens described in clauses (1) through (15) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to the final proviso to Section 5.03 does other Indebtedness for borrowed money secured thereby), would not exceed 1512.5% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiaryAssets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale/ arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or any Restricted Subsidiary (which lease is required by GAAP to be capitalized on the balance sheet of such lessee), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (a "SALE AND LEASEBACK TRANSACTION") unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Leaseback Transaction unless Transactions plus all Secured Debt (with the exception of Funded Debt secured by Liens which is excluded pursuant to clauses (i) to (xviii) of Section 4.04) would not exceed 15% of Consolidated Net Tangible Assets. This covenant will not apply to, and there will be excluded from Attributable Debt in any computation under Section 4.04 or this Section 4.05, Attributable Debt with respect to any sale and leaseback transaction if: (i) the Guarantor Company or such a Restricted Subsidiary would be entitled is permitted to create Funded Debt secured by a Lien pursuant to clauses (i) to (xviii) of Section 4.04 on such property securing Indebtedness the Principal Property to be leased, in an amount equal to the Attributable Debt with respect to such transaction Sale and Leaseback Transaction, without equally and ratably securing the Securities pursuant to Section 5.03 or Notes; (ii) the net proceeds of property leased pursuant to such sale are arrangement is sold for a price at least equal to the such property's fair market value (as determined by the Board Chief Executive Officer, the President, the Chief' Financial Officer, the Treasurer or the Controller of Directorsthe Company) of such property or asset and the Guarantor Company or such a Restricted Subsidiary, within 360 days after the sale or transfer shall have been made by the Company or a Restricted Subsidiary, shall apply the proceeds thereof to the retirement of Indebtedness or Funded Debt of the Company or any Restricted Subsidiary shall apply (other than Indebtedness or cause Funded Debt owed by the Company or any Restricted Subsidiary); PROVIDED, HOWEVER, that no retirement referred to in this clause (ii) may be applied an amount in cash equal effected by payment at maturity or pursuant to any mandatory sinking fund payment provision of Indebtedness or Funded Debt; (iii) the Company or a Restricted Subsidiary applies the net proceeds of the sale or transfer of the Principal Property leased pursuant to such transaction to the purchase of assets (and the cost of construction thereof) within 360 days prior or subsequent to such sale to the retirement, within 180 days of or transfer; (iv) the effective date of any such arrangementarrangement or the purchaser's commitment therefor is within 36 months prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof (which, in the case of a retail store, is the date of opening to the public), whichever is later; (v) the lease in such Sale and Leaseback Transaction is for a term, including renewals, of Indebtedness of not more than three years; (vi) the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) Sale and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions is entered into pursuant to this proviso plus (y) between the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; Company and provided, further, that a Restricted Subsidiary may enter into or between Restricted Subsidiaries, (vii) the lease secures or relates to industrial revenue or pollution control bonds; or (viii) the lease payment is created in connection with a Sale/Leaseback Transaction with respect to property or assets owned by project financed with, and such Restricted Subsidiaryobligation constitutes, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarya Nonrecourse Obligation.

Limitation on Sale/Leaseback Transactions. The Guarantor shall ----------------------------------------- Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia "Sale/Leaseback Transaction"), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) -------- prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or -------- any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(f), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (e) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Delphi LLP will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale and Leaseback Transaction unless with respect to any Principal Property unless: (ia) the Guarantor Sale and Leaseback Transaction is solely with Delphi LLP or a Subsidiary of Delphi LLP; (b) the lease is for a period not in excess of 24 months, including renewals; (c) Delphi LLP or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled to create a Lien on such property securing Indebtedness as described in an amount equal to clauses (1) through (14) of the Attributable Debt with respect to such transaction definition of “Permitted Liens,” without equally and ratably securing the Securities pursuant 2024 Notes then outstanding under the Indenture, to Section 5.03 create, incur, issue, assume or (ii) the net proceeds of such sale are at least equal to the fair value (as determined guarantee Indebtedness secured by the Board of Directors) of a Lien on such property or asset in the amount of the Attributable Debt arising from such Sale and the Guarantor Leaseback Transaction; (d) Delphi LLP or such Restricted Subsidiary shall apply or cause to be applied within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Principal Property to (i) the retirementpermanent retirement of 2024 Notes, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor Issuer ranking on a parity with the 2024 Notes or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and Indebtedness of Delphi LLP or a Subsidiary of Delphi LLP or (ii), ) the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum purchase of property; or (xe) the Attributable Debt with of Delphi LLP and its Restricted Subsidiaries in respect to of such Sale/Sale and Leaseback Transaction and all other Sale/Sale and Leaseback Transactions entered into pursuant after the Issue Date with respect to this proviso Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus (y) the aggregate principal amount of outstanding Indebtedness secured by Liens Incurred pursuant on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2024 Notes (or secure such outstanding 2024 Notes on a basis that is prior to the final proviso to Section 5.03 does other Indebtedness secured thereby), would not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiaryTotal Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall (a) Unless otherwise provided for in respect of a series of Securities, the Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale/ Sale/Leaseback Transaction with any Person (other than the Company or any other Subsidiary) unless (i) the Guarantor Company or such Restricted Subsidiary Subsidiary, as the case may be, would be entitled to create incur Funded Debt secured by Liens in a Lien on such property securing Indebtedness in an principal amount equal to the Attributable Debt with respect to Indebtedness (treated as if such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (iiAttributable Indebtedness were Funded Debt) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction in accordance with Section 4.09(b) or (ii) the Company or such Restricted Subsidiary receives proceeds from such Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company) and all such proceeds are applied in accordance with paragraphs (b) to (f) hereof; provided, however, that Attributable Indebtedness in respect of any Sale/Leaseback Transaction entered into pursuant to clause (i) shall not count against the amount of Funded Debt permitted under Section 4.09(b) for any other purpose, including when determining the amount available thereunder for future Sale/Leaseback Transactions entered into pursuant to this proviso plus or any Funded Debt transactions. (yb) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the amount repayment of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that Company or a Restricted Subsidiary may enter into a under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale/Leaseback Transaction (such aggregate constituting “Excess Proceeds”), exceed $60,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with respect the Net Proceeds Offer having an aggregate principal amount equal to property or assets owned by the Excess Proceeds (such Restricted Subsidiarypurchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the proceeds amount of which are used Excess Proceeds will be reset to explorezero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), drill, develop, construct, purchase, repair, improve or add the Company (with notice to property or assets of any Restricted Subsidiarythe Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to repay (within 365 days be mailed to all Holders on the date of the commencement Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of full commercial operation the occurrence of such Net Proceeds Offer Triggering Event and of the Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10; (2) the purchase price and the Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such propertylonger period as may be required by law, a notice to such effect in the form specified in the Offer Notice; and (6) Indebtedness Incurred that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to explorethe unpurchased portion of the Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon the mailing of the Offer Notice and shall terminate 20 Business Days after its commencement, drillunless a longer offering period is required by law. (e) Promptly after the termination of the Net Proceeds Offer (the “Net Proceeds Payment Date”), developthe Company shall, constructto the extent permitted by applicable law, purchase(i) accept for payment Securities or portions thereof tendered pursuant to the Offer Notice, repair(ii) if the Company appoints a depositary or Paying Agent, improve deposit with such depositary or add Paying Agent money sufficient to property pay the purchase price of all Securities or assets of any Restricted Subsidiary.portions thereof so tendered and

Limitation on Sale/Leaseback Transactions. The Guarantor Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless with any person (iother than the Company or a Subsidiary) unless: (a) the Guarantor Company or such Restricted Subsidiary would be entitled to create a Lien on such property securing incur Indebtedness in an a principal amount equal to the Attributable Debt Indebtedness with respect to such transaction Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to Section 5.03 such covenant; (b) after the Issue Date of the first series of Securities issued and within a period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after the consummation thereof, the Company or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Company and its Subsidiaries an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Company, during the nine-month period after the effective date of such Sale/Leaseback Transaction, shall have applied to either (i) the voluntary defeasance or retirement of any Securities, any Pari Passu Indebtedness or any Funded Indebtedness or (ii) the acquisition of one or more Principal Properties at fair value, an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such sale are at least equal to Sale/Leaseback Transaction and the fair value (value, as determined by the Board of Directors) Directors of the Company and evidenced by a Board Resolution, of such property or asset and at the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds time of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter entering into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and all any amount expended by the Company as set forth in clause (b) above), less an amount equal to the sum of the principal amount of Securities, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Company plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transactions Transaction entered into pursuant to this proviso plus (y) by the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Company or any Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by during such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiaryperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia "Sale/Leaseback Transaction"), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.03; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) prior to or within two years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, prior to or within two years after the Control Date; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.03 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.03(f), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Effective Date (or, in the case of Conrail and its subsidiaries, incurred after the Control Date) then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (e) of Section 5.03 6.03 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Effective Date (or, in the case of Conrail and its subsidiaries, incurred after the Control Date), does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower ----------------------------------------- will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia "Sale/Leaseback Transaction"), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) -------- prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or -------- any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(f), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (e) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred 42 after the Closing Date, does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Issuer and Parent will not, and shall will not permit any Restricted Subsidiary of the Issuer to, enter into any Sale/ Sale and Leaseback Transaction unless (i) the Guarantor or such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to any Property unless: (1) the Sale/Leaseback Transaction is solely with the Issuer, Parent or another Subsidiary of the Issuer; (2) the lease is for a period not in excess of 36 months (or which may be terminated by the Issuer, Parent or such transaction Subsidiary), including renewals; (3) the Issuer, Parent or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1)-(13) of Section 4.02(b), without equally and ratably securing the Securities pursuant Notes then outstanding under the Indenture, to Section 5.03 create, incur, issue, assume or guarantee Debt secured by a Lien on such Property in the amount of the Attributable Debt arising from such Sale/Leaseback Transaction; (ii4) the net proceeds Issuer, Parent or such Subsidiary within 360 days after the sale of such sale are at least equal to the fair value (as determined by the Board of Directors) of Property in connection with such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied Sale/Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Property to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and the retirement of Notes, other Funded Debt of the Issuer or Parent ranking on a parity with the Notes (or the Guarantees of the Notes) or Funded Debt of a Subsidiary of the Issuer or (ii), ) the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum purchase of Property; or (x5) (A) the Attributable Debt with of the Issuer, Parent and Subsidiaries of the Issuer in respect to of such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant after the Issue Date (other than any such Sale/Leaseback Transaction as would be permitted as described in clauses (1)-(4) of this sentence), plus (B) the aggregate principal amount of Debt secured by Liens on Properties then outstanding (not including any such Debt secured by Liens described in clauses (1)-(13) of Section 4.02(b)) that do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to this proviso plus other Debt secured thereby), would not exceed the greater of (x) $2.95 billion and (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant that would cause the Consolidated Secured Debt Ratio to the final proviso exceed 3.25 to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary1.0.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall not nor will it permit any Restricted Subsidiary to, enter into any Sale/ arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or any Restricted Subsidiary (which lease is required by GAAP to be capitalized on the balance sheet of such lessee), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (a "Sale and Leaseback Transaction unless Transaction") unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Leaseback Transactions plus all Secured Debt (with the exception of Funded Debt secured by Liens which is excluded pursuant to clauses (i) to (xviii) of Section 4.04) would not exceed 15% of Consolidated Net Tangible Assets. This covenant will not apply to, and there will be excluded from Attributable Debt in any computation under Section 4.04 or this Section 4.05, Attributable Debt with respect to any sale and leaseback transaction if: (i) the Guarantor Company or such a Restricted Subsidiary would be entitled is permitted to create Funded Debt secured by a Lien pursuant to clauses (i) to (xviii) of Section 4.05 on such property securing Indebtedness the Principal Property to be leased, in an amount equal to the Attributable Debt with respect to such transaction Sale and Leaseback Transaction, without equally and ratably securing the Securities pursuant to Section 5.03 or Notes; (ii) the net proceeds of property leased pursuant to such sale are arrangement is sold for a price at least equal to the such property's fair market value (as determined by the Board Chief Executive Officer, the President, the Chief' Financial Officer, the Treasurer or the Controller of Directorsthe Company) of such property or asset and the Guarantor Company or such a Restricted Subsidiary, within 360 days after the sale or transfer shall have been made by the Company or a Restricted Subsidiary, shall apply the proceeds thereof to the retirement of Indebtedness or Funded Debt of the Company or any Restricted Subsidiary shall apply (other than Indebtedness or cause Funded Debt owed by the Company or any Restricted Subsidiary); provided, however, that no retirement referred to in this clause (2) may be applied an amount in cash equal effected by payment at maturity or pursuant to any mandatory sinking fund payment provision of Indebtedness or Funded Debt; (iii) the Company or a Restricted Subsidiary applies the net proceeds or the sale or transfer of the Principal Property leased pursuant to such transaction to the purchase of assets (and the cost of construction thereof) within 360 days prior or subsequent to such sale to the retirement, within 180 days of or transfer; (iv) the effective date of any such arrangementarrangement or the purchaser's commitment therefor is within 36 months prior or subsequent to the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof (which, in the case of a retail store, is the date of opening to the public), whichever is later; (v) the lease in such Sale and Leaseback Transaction is for a term, including renewals, of Indebtedness of not more than three years; (vi) the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) Sale and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as is cantered into between the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction Company and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into or between Restricted Subsidiaries, (vii) the lease secures or relates to industrial revenue or pollution control bonds; or (viii) the lease payment is created in connection with a Sale/Leaseback Transaction with respect to property or assets owned by project financed with, and such Restricted Subsidiaryobligation constitutes, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarya Nonrecourse Obligation.

Limitation on Sale/Leaseback Transactions. (a) The Guarantor shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into any Sale/ Sale/Leaseback Transaction with any Person (other than the Company or any other Subsidiary) unless (i) the Guarantor Company or such Restricted Subsidiary Subsidiary, as the case may be, would be entitled to create incur Funded Debt secured by Liens in a Lien on such property securing Indebtedness in an principal amount equal to the Attributable Debt with respect to Indebtedness (treated as if such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (iiAttributable Indebtedness were Funded Debt) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other in accordance with Section 4.09 or (ii) the Company or such Restricted Subsidiary receives proceeds from such Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant Transaction at least equal to the final proviso Fair Market Value thereof and such proceeds are applied in accordance with paragraphs (b) to Section 5.03 does not exceed 15% (c) hereof (or, in the case of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction that constitutes a Collateral Sale, such proceeds are applied in accordance with Section 4.11); provided, however, that Attributable Indebtedness in respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiarySale/Leaseback Transaction entered into pursuant to clause (i) shall not count against the amount of Funded Debt permitted under Section 4.09(b) for any other purpose, including when determining the amount available thereunder for future Sale/Leaseback Transactions or to repay any Funded Debt transactions. (b) The Company may apply Net Available Proceeds from such Sale/Leaseback Transaction, within 365 days after receipt of Net Available Proceeds from the Sale/Leaseback Transaction, to: (i) the repayment of Indebtedness of the commencement Company or a Restricted Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or make-whole redemption of full commercial operation the Existing Unsecured Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. (c) If, upon completion of the 365-day period referred to in Section 4.10(b), any portion of the Net Available Proceeds (other than Net Cash Proceeds of a Sale/Leaseback Transaction that constitutes a Collateral Sale) shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of Section 4.10(b) and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Sale/Leaseback Transaction (such aggregate constituting “Excess Proceeds”), exceed $60,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. (d) Within 15 days after the Company becomes obligated to make a Net Proceeds Offer (a “Net Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed (or otherwise communicate in accordance with the applicable procedures of the Depositary) to all Holders on the date of the Net Proceeds Offer Triggering Event a notice prepared by the Company (the “Offer Notice”) of the occurrence of such Net Proceeds Offer Triggering Event and of the Holders’ rights arising as a result thereof. The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company. The Offer Notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.10; (2) the purchase price and the Net Proceeds Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest on the Net Proceeds Payment Date; (5) that Holders will be entitled to withdraw their election if the Company, Depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Proceeds Offer, or such longer period as may be required by law, a notice to such effect in the form specified in the Offer Notice; and (6) that Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Securities surrendered. The Net Proceeds Offer shall be deemed to have commenced upon mailing (or other communication in accordance with the applicable procedures of the Depositary) of the Offer Notice and shall terminate 20 Business Days after its commencement, unless a longer offering period is required by law. (e) Promptly after the termination of the Net Proceeds Offer (the “Net Proceeds Payment Date”), the Company shall, to the extent permitted by applicable law, (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Depositary or Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The Depositary, the Company or the Paying Agent, as the case may be, shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price (representing those funds received pursuant to clause (ii) of this Section 4.10(e)), and the Trustee shall promptly authenticate and mail or deliver to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. For purposes of this Section 4.10, the Trustee shall act as the Paying Agent. (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the Net Proceeds Offer procedures included in this Indenture, the Company shall comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the Net Proceeds Offer provisions of this Indenture by virtue of such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarycompliance.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Delphi LLP will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale and Leaseback Transaction unless with respect to any Principal Property unless: (ia) the Guarantor Sale and Leaseback Transaction is solely with Delphi LLP or a Subsidiary of Delphi LLP; (b) the lease is for a period not in excess of 24 months, including renewals; (c) Delphi LLP or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled to create a Lien on such property securing Indebtedness as described in an amount equal to clauses (1) through (14) of the Attributable Debt with respect to such transaction definition of “Permitted Liens,” without equally and ratably securing the Securities pursuant 2046 Notes then outstanding under the Indenture, to Section 5.03 create, incur, issue, assume or (ii) the net proceeds of such sale are at least equal to the fair value (as determined guarantee Indebtedness secured by the Board of Directors) of a Lien on such property or asset in the amount of the Attributable Debt arising from such Sale and the Guarantor Leaseback Transaction; (d) Delphi LLP or such Restricted Subsidiary shall apply or cause to be applied within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Principal Property to (i) the retirementpermanent retirement of 2046 Notes, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor Issuer ranking on a parity with the 2046 Notes or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and Indebtedness of Delphi LLP or a Subsidiary of Delphi LLP or (ii), ) the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum purchase of property; or (xe) the Attributable Debt with of Delphi LLP and its Restricted Subsidiaries in respect to of such Sale/Sale and Leaseback Transaction and all other Sale/Sale and Leaseback Transactions entered into pursuant after the Issue Date with respect to this proviso Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus (y) the aggregate principal amount of outstanding Indebtedness secured by Liens Incurred pursuant on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2046 Notes (or secure such outstanding 2046 Notes on a basis that is prior to the final proviso to Section 5.03 does other Indebtedness secured thereby), would not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiaryTotal Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia “Sale/Leaseback Transaction”), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(g), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (f) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed an amount equal to 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Delphi LLP will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale and Leaseback Transaction unless with respect to any Principal Property unless: (ia) the Guarantor Sale and Leaseback Transaction is solely with Delphi LLP or a Subsidiary of Delphi LLP; (b) the lease is for a period not in excess of 24 months, including renewals; (c) Delphi LLP or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled to create a Lien on such property securing Indebtedness as described in an amount equal to clauses (1) through (14) of the Attributable Debt with respect to such transaction definition of “Permitted Liens,” without equally and ratably securing the Securities pursuant Notes then outstanding under the Indenture, to Section 5.03 create, incur, issue, assume or (ii) the net proceeds of such sale are at least equal to the fair value (as determined guarantee Indebtedness secured by the Board of Directors) of a Lien on such property or asset in the amount of the Attributable Debt arising from such Sale and the Guarantor Leaseback Transaction; (d) Delphi LLP or such Restricted Subsidiary shall apply or cause to be applied within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Principal Property to (i) the retirementpermanent retirement of Notes, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor Issuer ranking on a parity with the Notes or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and Indebtedness of Delphi LLP or a Subsidiary of Delphi LLP or (ii), ) the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum purchase of property; or (xe) the Attributable Debt with of Delphi LLP and its Restricted Subsidiaries in respect to of such Sale/Sale and Leaseback Transaction and all other Sale/Sale and Leaseback Transactions entered into pursuant after the Issue Date with respect to this proviso Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus (y) the aggregate principal amount of outstanding Indebtedness secured by Liens Incurred pursuant on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to the final proviso to Section 5.03 does other Indebtedness secured thereby), would not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiaryTotal Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless with any Person (iother than the Company or a Subsidiary) unless: (a) the Guarantor Company or such Restricted Subsidiary would be entitled to create a Lien on such property securing incur Indebtedness in an a principal amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 1008 hereof without equally and ratably securing the Notes pursuant to such covenant; (b) after the date of the first series of Notes issued under the Indenture and within a period commencing nine months prior to the consummation of such Sale/Leaseback Transaction and ending nine months after the consummation thereof, the Company or such Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Company and its Subsidiaries an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below or as otherwise permitted); or (c) the Company, during the nine-month period after the effective date of such Sale/Leaseback Transaction, shall have applied to either (i) the voluntary defeasance or retirement of any Notes, any Pari Passu Indebtedness or any Funded Indebtedness or (ii) the acquisition of one or more Principal Properties at fair value, an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors, of such property as the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the sum of the principal amount of Notes, Pari Passu Indebtedness and Funded Indebtedness voluntarily defeased or retired by the Company plus any amount expended to acquire any Principal Properties at fair value, within such nine-month period and not designated as a credit against any other Sale/Leaseback Transactions Transaction entered into pursuant to this proviso plus (y) by the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Company or any Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by during such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiaryperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless with any Person (iother than the Company or a Restricted Subsidiary) unless: (a) the Guarantor Company or such Restricted Subsidiary would be entitled to create incur Indebtedness, in a Lien on such property securing Indebtedness in an principal amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction, secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.10 hereof without equally and ratably securing the Notes pursuant to such Section; (b) after the Issue Date and within a period commencing six months prior to the consummation of such Sale/Leaseback Transaction and ending six months after the consummation thereof, the Company or such Restricted Subsidiary shall have expended for property used or to be used in the ordinary course of business of the Company and its Restricted Subsidiaries an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction and the Company shall have elected to designate such amount as a credit against such Sale/Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below); or (c) the Company during the 12-month period after the effective date of such Sale/Leaseback Transaction, shall have applied to the voluntary defeasance or retirement of the Notes or any Pari Passu Indebtedness an amount equal to the greater of the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and the fair value, as determined by the Board of Directors of the Company, of such property at the time of entering into such Sale/Leaseback Transaction (in either case adjusted to reflect the remaining term of the lease and any amount expended by the Company as set forth in clause (b) above), less an amount equal to the principal amount of the Notes and Pari Passu Indebtedness voluntarily defeased or retired by the Issuer and the Company within such 12-month period and not designated as a credit against any other Sale/Leaseback Transactions Transaction entered into pursuant to this proviso plus (y) by the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Company or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by during such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiaryperiod.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Delphi LLP will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale and Leaseback Transaction unless with respect to any Principal Property unless: (ia) the Guarantor Sale and Leaseback Transaction is solely with Delphi LLP or a Subsidiary of Delphi LLP; (b) the lease is for a period not in excess of 24 months, including renewals; (c) Delphi LLP or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled to create a Lien on such property securing Indebtedness as described in an amount equal to clauses (1) through (14) of the Attributable Debt with respect to such transaction definition of “Permitted Liens,” without equally and ratably securing the Securities pursuant 2025 Notes then outstanding under the Indenture, to Section 5.03 create, incur, issue, assume or (ii) the net proceeds of such sale are at least equal to the fair value (as determined guarantee Indebtedness secured by the Board of Directors) of a Lien on such property or asset in the amount of the Attributable Debt arising from such Sale and the Guarantor Leaseback Transaction; (d) Delphi LLP or such Restricted Subsidiary shall apply or cause to be applied within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Principal Property to (i) the retirementpermanent retirement of 2025 Notes, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor Issuer ranking on a parity with the 2025 Notes or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and Indebtedness of Delphi LLP or a Subsidiary of Delphi LLP or (ii), ) the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum purchase of property; or (xe) the Attributable Debt with of Delphi LLP and its Restricted Subsidiaries in respect to of such Sale/Sale and Leaseback Transaction and all other Sale/Sale and Leaseback Transactions entered into pursuant after the Issue Date with respect to this proviso Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus (y) the aggregate principal amount of outstanding Indebtedness secured by Liens Incurred pursuant on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2025 Notes (or secure such outstanding 2025 Notes on a basis that is prior to the final proviso to Section 5.03 does other Indebtedness secured thereby), would not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiaryTotal Assets.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia “Sale/Leaseback Transaction”), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum described in Schedule 6.02; Table of Contents (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(g), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (f) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia “Sale/Leaseback Transaction”), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(f), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (e) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/ Sale/Leaseback Transaction unless (i) the Guarantor or such Restricted Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) of such property or asset and the Guarantor or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (ii), the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with respect to such Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso to Section 5.03 does not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Borrower will not, and shall will not permit any Restricted Subsidiary or any CSX Conrail Subsidiary to, enter into any Sale/ Leaseback Transaction unless arrangement with any Person providing for the leasing by the Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal property (iother than Unrestricted Margin Stock) which has been or is to be sold or transferred by the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary would be entitled to create a Lien on such property securing Indebtedness in an amount equal to the Attributable Debt with respect to such transaction without equally and ratably securing Person or to any other Person to whom funds have been or are to be advanced by such Person on the Securities pursuant to Section 5.03 or (ii) the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors) security of such property or asset and rental obligations of the Guarantor Borrower, such Subsidiary or such Restricted CSX Conrail Subsidiary shall apply or cause to be applied an amount in cash equal to the net proceeds of such sale to the retirement, within 180 days of the effective date of any such arrangement, of Indebtedness of the Guarantor or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and (iia "Sale/Leaseback Transaction"), the Guarantor or except: (a) any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum of described in Schedule 6.02; (xb) the Attributable Debt any arrangement with respect to any railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset; provided that such arrangement is entered into (A) prior to or within three years after the acquisition, construction, improvement or refurbishment of such railroad locomotive, auto rack, rolling stock, vessel, barge, container, vehicle, terminal or other fixed or capital asset or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001; and (c) Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations, the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such Sale/Leaseback Transaction and all other after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions entered into pursuant to permitted under this proviso plus clause (y) ii), together with, without duplication, the aggregate principal amount of outstanding Indebtedness Debt of the Borrower and the Subsidiaries then secured by Liens Incurred pursuant to permitted under Section 6.02(f), the final proviso to aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Xxxxx on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (e) of Section 5.03 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed 15an amount equal to 10% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by Total Capitalization at such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiarytime.

Limitation on Sale/Leaseback Transactions. The Guarantor shall Delphi LLP will not, and shall will not permit any Restricted Subsidiary to, enter into any Sale/ Sale and Leaseback Transaction unless with respect to any Principal Property unless: (ia) the Guarantor Sale and Leaseback Transaction is solely with Delphi LLP or a Subsidiary of Delphi LLP; (b) the lease is for a period not in excess of 24 months, including renewals; (c) Delphi LLP or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled to create a Lien on such property securing Indebtedness as described in an amount equal to clauses (1) through (14) of the Attributable Debt with respect to such transaction definition of “Permitted Liens,” without equally and ratably securing the Securities pursuant 2028 Notes then outstanding under the Indenture, to Section 5.03 create, incur, issue, assume or (ii) the net proceeds of such sale are at least equal to the fair value (as determined guarantee Indebtedness secured by the Board of Directors) of a Lien on such property or asset in the amount of the Attributable Debt arising from such Sale and the Guarantor Leaseback Transaction; (d) Delphi LLP or such Restricted Subsidiary shall apply or cause to be applied within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount in cash equal to the net proceeds of the sale of such sale Principal Property to (i) the retirementpermanent retirement of 2028 Notes, within 180 days of the effective date of any such arrangement, of other Indebtedness of the Guarantor Issuer ranking on a parity with the 2028 Notes or any Restricted Subsidiary; provided, however, that in addition to the transactions permitted pursuant to the foregoing clauses (i) and Indebtedness of Delphi LLP or a Subsidiary of Delphi LLP or (ii), ) the Guarantor or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction as long as the sum purchase of property; or (xe) the Attributable Debt with of Delphi LLP and its Restricted Subsidiaries in respect to of such Sale/Sale and Leaseback Transaction and all other Sale/Sale and Leaseback Transactions entered into pursuant after the Issue Date with respect to this proviso Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus (y) the aggregate principal amount of outstanding Indebtedness secured by Liens Incurred pursuant on Principal Properties then outstanding (not including any such Indebtedness secured by Xxxxx described in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2028 Notes (or secure such outstanding 2028 Notes on a basis that is prior to the final proviso to Section 5.03 does other Indebtedness secured thereby), would not exceed 15% of Consolidated Net Tangible Assets as determined based on the consolidated balance sheet of the Guarantor as of the end of the most recent fiscal quarter for which financial statements are available; and provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback Transaction with respect to property or assets owned by such Restricted Subsidiary, the proceeds of which are used to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted Subsidiary, or to repay (within 365 days of the commencement of full commercial operation of any such property) Indebtedness Incurred to explore, drill, develop, construct, purchase, repair, improve or add to property or assets of any Restricted SubsidiaryTotal Assets.