Common use of Limitation on Sales and Leasebacks Clause in Contracts

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, Lien on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Company or a lease Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 180 days after the date of acquisition, completion of construction and commencement of full operation thereof, by the Company or completion of improvement such Domestic Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a “Sale and Leaseback Transaction”) unless either: (3a) is the Company or such Domestic Subsidiary could create Debt secured by a Lien pursuant to Section 8.05 hereof on the Principal Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Guarantor or one payment of its subsidiaries; the principal of, and interest on the Loans and the Notes, and all other amounts payable by the Company to the Banks hereunder, or (b) the Guarantor or any subsidiary, Company within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by a Domestic Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more less than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its Vice Chairman of the GuarantorBoard, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term its President, any elected Vice President of the lease (without regard Company and its Treasurer) to renewal options) and the denominator is the full years retirement of Funded Debt of the full term Company; provided that the amount to be applied to the retirement of Funded Debt of the lease Company shall be reduced by the principal amount of Funded Debt voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (without regard b) may be effected by payment at maturity or pursuant to renewal options)any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor (a) Except for a sale or transfer between a Restricted Subsidiary and the Issuer or between Restricted Subsidiaries, the Issuer covenants and agrees that it will not, not and will not permit any subsidiary toRestricted Subsidiary to sell or transfer any Principal Property, enter into with the intention that the Issuer or any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, of not more less than five three years;, by the end of which period it is intended that the use of such Principal Property by the lessee will be discontinued (any such transaction being herein referred to as a “sale and leaseback transaction”) unless either: (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (bi) the Guarantor Issuer or any subsidiary, within 270 days after such Restricted Subsidiary could incur a Lien pursuant to Section 4.06 on the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an Principal Property securing indebtedness for money borrowed in a principal amount equal to the value of the property so sold and leased back at the time of entering into such arrangement Attributable Debt with respect to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes sale and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Notes; or (ii) (A) the gross proceeds of the sale or transfer of the Principal Property leased equals or exceeds the Fair Market Value of such Principal Property and (B) within one year after such sale or transfer of such Principal Property shall have been made by the Issuer or by a Restricted Subsidiary, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as Issuer applies all of any particular time an amount equal to the greater of (i) the net proceeds to (1) the voluntary retirement of sale Funded Debt of the property leased pursuant to such Sale-Leaseback Transaction, Issuer or any Restricted Subsidiary or (ii2) the fair value acquisition by the Issuer or a Restricted Subsidiary of one or more properties which on an aggregate basis have a purchase price in excess of 5% of Consolidated Net Tangible Assets (other than the Principal Property involved in such sale). A sale and leaseback transaction shall not include any sale and leaseback transactions (x) between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries or (y) involving the temporary taking back of a lease for a period, including renewals, of less than three years in the case where it is intended that at the end of the lease, the use of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)Issuer or such Restricted Subsidiary will be discontinued.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer, enter into (except to the Company or one or more of its wholly-owned Subsidiaries, or both) any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: sum of the aggregate sale price of property involved in sale and leaseback transactions not otherwise permitted under this subsection plus (1x) involves a lease for a periodthe aggregate principal amount of Subsidiary Indebtedness subject to limitation under Section 6.1 and (y) the aggregate amount of indebtedness secured by all mortgages, including renewalspledges, liens and encumbrances not otherwise permitted except under subsection 6.2(j) does not exceed the greater of not more than five years; (2) occurs within 270 days after the date $300,000,000 or 15% of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Net Worth; or (b) the Guarantor or any subsidiary, Company within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurred, been made by the Company or by any such Subsidiary applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Indebtedness of the lease (without regard Company; provided, that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Indebtedness of the full term Company pursuant to this clause (b) shall be reduced by the principal amount of any Funded Indebtedness of the lease Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Indebtedness shall be specified as being made pursuant to this clause (without regard b). Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and will not permit any subsidiary of its Restricted Subsidiaries to, enter into any SaleSale and Lease-Leaseback Back Transaction with respect to any Principal Property unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to Sale and Lease-Back Transactions plus the aggregate amount of Indebtedness secured by Liens incurred without equally and ratably securing the Securities pursuant to Section 10.09 would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Supplemental Indenture unless: (a) the SaleSection 10.08 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section or Section 10.09, Attributable Debt with respect to any Sale and Lease-Leaseback TransactionBack Transaction if: (1) involves a the lease in such Sale and Lease-Back Transaction is for a period, including renewalsrenewal rights, of not more than five yearsthree years or less; (2) occurs the Company or any of its Restricted Subsidiaries, within 270 180 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the SaleSale and Lease-Leaseback Transaction shall have occurredBack Transaction, applies or causes to be applied an amount equal not less than the greater of the net proceeds of the sale of the Principal Property leased pursuant to the Sale and Lease-Back Transaction or the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement the Sale and Lease-Back Transaction (as determined in any manner approved by the Board of Directors) to (A) the prepayment, repayment, redemption, reduction prepayment or retirement of any Indebtedness Funded Debt of the Guarantor Company or any subsidiary of its Restricted Subsidiaries; provided however, that is not subordinated the amount to be applied to the Notes and that has prepayment or retirement of such Funded Debt of the Company or of a Stated Maturity Restricted Subsidiary of more than twelve months; or (c) the Guarantor or such subsidiary would Company shall be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured reduced by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater sum of (i) the net proceeds principal amount of sale of any Securities (or other notes or debentures constituting such Funded Debt) delivered within such 180-day period to the property leased pursuant to such Sale-Leaseback Transaction, Trustee or other applicable trustee for retirement and cancellation and (ii) the principal amount of such Funded Debt, other than items referred to in the preceding clause (i), voluntarily prepaid or retired by the Company or a Restricted Subsidiary within 180 days after such sale; and provided further, however, that, notwithstanding the foregoing, no prepayment or retirement referred to in this Clause (A) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any other mandatory prepayment or retirement provision, or (B) the purchase of other property which will constitute Principal Property having a fair market value, in the opinion of the Board of Directors, at least equal to the fair market value of the Principal Property leased in such property Sale and Lease-Back Transaction; (3) the lease in such Sale and Lease-Back Transaction secures or relates to obligations issued by a State, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a) of the Internal Revenue Code of 1986, as amended (or any successor to such provision), as in effect at the time of entering the issuance of such obligations; or (4) such Sale and Lease-Back Transaction is entered into such Salebetween the Company and a wholly-Leaseback Transaction as determined by the Board of Directors owned Subsidiary of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term Company or between wholly-owned Subsidiaries of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)Company.

Limitation on Sales and Leasebacks. The Guarantor (a) Except for a sale or transfer between a Restricted Subsidiary and the Issuer or between Restricted Subsidiaries, the Issuer covenants and agrees that it will not, not and will not permit any subsidiary toRestricted Subsidiary to sell or transfer any Principal Property, enter into with the intention that the Issuer or any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, of not more less than five three years;, by the end of which period it is intended that the use of such Principal Property by the lessee will be discontinued (any such transaction being herein referred to as a “sale and leaseback transaction”) unless either: (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (bi) the Guarantor Issuer or any subsidiary, within 270 days after such Restricted Subsidiary could incur a Lien pursuant to Section 4.06 on the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an Principal Property securing indebtedness for money borrowed in a principal amount equal to the value of the property so sold and leased back at the time of entering into such arrangement Attributable Debt with respect to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes sale and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7; or (ii) (A) the gross proceeds of the sale or transfer of the Principal Property leased equals or exceeds the Fair Market Value of such Principal Property and (B) within one year after such sale or transfer of such Principal Property shall have been made by the Issuer or by a Restricted Subsidiary, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as Issuer applies all of any particular time an amount equal to the greater of (i) the net proceeds to (1) the voluntary retirement of sale Funded Debt of the property leased pursuant to such Sale-Leaseback Transaction, Issuer or any Restricted Subsidiary or (ii2) the fair value acquisition by the Issuer or a Restricted Subsidiary of one or more properties which on an aggregate basis have a purchase price in excess of 5% of Consolidated Net Tangible Assets (other than the Principal Property involved in such sale). A sale and leaseback transaction shall not include any sale and leaseback transactions (x) between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries or (y) involving the temporary taking back of a lease for a period, including renewals, of less than three years in the case where it is intended that at the end of the lease, the use of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)Issuer or such Restricted Subsidiary will be discontinued.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Manufacturing Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Manufacturing Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Company or a lease Manufacturing Subsidiary for a period, including renewals, in excess of not more than five years;three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred by the Company or such Manufacturing Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a “sale and leaseback transaction”) unless either: (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Manufacturing Subsidiary could create Debt secured by a Mortgage pursuant to Section 10.04 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Manufacturing Property to be applied leased in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Securities; or (2) the Company, within 120 days after the term “value” sale or transfer shall meanhave been made by the Company or by a Manufacturing Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Executive Vice President of the GuarantorCompany, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term any Vice President of the lease (without regard Company, its Treasurer and its Controller) to renewal options) and the denominator is the full years retirement of Funded Debt of the full term Company; provide, however, that the amount to be applied to the retirement of Funded Debt of the lease Company shall be reduced by (without regard a) the principal amount of any Securities delivered within 120 days after such sale to renewal options)the Trustee for retirement and cancellation and (b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer (except to the Company or one or more of its wholly-owned Subsidiaries, enter into or both), any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: sum of (1x) involves a lease for a period, including renewals, the aggregate sale price of property involved in sale and leaseback transactions not more than five years; otherwise permitted under this subsection 6.3 plus (2y) occurs within 270 days after the date aggregate principal amount of acquisition, completion Subsidiary Indebtedness subject to limitation under subsection 6.1 plus (z) the aggregate amount of construction or completion indebtedness secured by all Liens not otherwise permitted except under subsection 6.2(j) does not exceed the greater of improvement $300,000,000 and 15% of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Net Worth; or (b) the Guarantor or any subsidiaryCompany, within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, or arrangement and (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Indebtedness of the lease (without regard Company; provided that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Indebtedness of the full term Company pursuant to this subsection 6.3(b) shall be reduced by the principal amount of any Funded Indebtedness of the lease (without regard Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Indebtedness shall be specified as being made pursuant to renewal optionsthis subsection 6.3(b). Notwithstanding the foregoing, no retirement referred to in this subsection 6.3(b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any Domestic Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Domestic Manufacturing Property (herein referred to as a "sale and leaseback transaction") unless either: Section (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Manufacturing Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Company within 120 days after the sale or transfer shall meanhave been made by the Company or by any such Domestic Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Vice President, Finance of the GuarantorCompany, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company which is PARI PASSU with the Outstanding Securities; PROVIDED, that the amount to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Restricted Subsidiary for a period, including renewals, in excess of not three years, of any Principal Property owned by the Company or such Restricted Subsidiary which has been or is to be sold or transferred more than five years; (2) occurs within 270 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a “sale and leaseback transaction”) unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could create Debt secured by a Mortgage on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Securities of all series pursuant to Section 3.71009, or (2) the term “value” Company within 180 days after the sale or transfer shall meanhave been made by the Company or by any such Restricted Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors any two of the Guarantorfollowing: the chairman, in each case multiplied by a fraction of which the numerator is president, the number of full years of remaining term executive vice president, any senior vice president, the treasurer, the controller or the secretary of the lease Company) to (without regard x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to renewal optionsthe net proceeds of such sale or (y) and the denominator is the full years retirement of Funded Debt of the full term Company or any Restricted Subsidiary; provided, that the amount required to be applied to the retirement of Funded Debt of the lease Company shall be reduced by (without regard i) the principal amount of any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to renewal options)such series pursuant to a declaration in accordance with Section 502 or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon the maturity thereof or a declaration of acceleration of the maturity thereof, such amount as may be due and payable with respect to such securities pursuant to a declaration in accordance with Section 502.) delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than the Securities of any series, voluntarily retired by the Company within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction arrangement with any bank, insurance company or other lender or investor, or to which any such lender or investor is a party, providing for the leasing to the Company or a Restricted Subsidiary of any real property (except a lease for a temporary period not to exceed three years by the end of which it is intended that the use of such real property by the lessee will be discontinued) which has been or is to be sold or transferred by the Company or such Restricted Subsidiary more than 120 days after the date of this Supplemental Indenture unless: acquisition thereof to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such real property (a) the Sale-herein referred to as a "Sale and Leaseback Transaction"), except that this Section 1009 shall not apply if: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction Company or completion of improvement of such property; or (3) is Restricted Subsidiary could create Secured Debt in accordance with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied Section 1008 in an amount equal to the value of the property so sold such Sale and leased back at the time of entering into such arrangement to the prepaymentLeaseback Transaction, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used Securities of any series; (2) the Company (and in this Section 3.7, any such case the term “value” shall mean, with respect to a Sale-Company covenants that it will) within 120 days after the Sale and Leaseback Transaction, as regardless of any particular time whether such Sale and Leaseback Transaction may have been made by the Company or by a Restricted Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the real property leased pursuant to such Sale-Sale and Leaseback Transaction, or Transaction and (ii) the fair value of such the real property so leased at the time of entering into such Sale-Sale and Leaseback Transaction (as determined by the Board of Directors Directors) to the retirement (other than by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision) of Funded Debt of the GuarantorCompany, in each case multiplied by a fraction provided that the amount to be applied to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease Company shall be reduced by the principal amount of any Securities delivered within 120 days after such sale to the Trustee for retirement and cancellation; (without regard 3) such Sale and Leaseback Transaction was effected in connection with the issuance of revenue bonds the interest on which is exempt from Federal income tax pursuant to renewal optionsSection 103(b) and the denominator is the full years of the full term Internal Revenue Code of 1986, as amended (or any successor provision thereof); or (4) the net proceeds of the lease (without regard sale of the real property leased pursuant to renewal options)such Sale and Leaseback Transaction are applied to the purchase of properties, facilities or equipment to be used for general operating purposes.

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days one year after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days one year after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, Lien on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 3.7 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.73.8, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Sale and Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transactionunless either: (1) involves the Company or such Domestic Subsidiary could incur Debt secured by a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after Mortgage pursuant to Section 10.6 on the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such Sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property Leaseback transaction without equally and ratably securing Outstanding Securities, or (2) the Notes. As used in this Section 3.7Company, within 180 days after the term “value” sale or transfer shall meanhave been made by the Company or by any such Domestic Subsidiary, with respect applies to a Sale-Leaseback Transactionthe retirement of its Funded Debt, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors of the GuarantorCompany, in each case multiplied by its Chief Executive Officer, an Executive Vice President, a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) Senior Vice President or a Vice President, and the denominator is Chief Financial Officer, the full years Treasurer or an Assistant Treasurer); PROVIDED, that the amount to be applied to the retirement of Funded Debt shall be reduced by (a) the full term principal amount of any Securities delivered with 180 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any Domestic Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Domestic Manufacturing Property (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Manufacturing Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Company within 120 days after the sale or transfer shall meanhave been made by the Company or by any such Domestic Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Vice President, Finance of the GuarantorCompany, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company which is PARI PASSU with the Outstanding Securities; PROVIDED, that the amount to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and nor will not it permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction 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 Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “sale and leaseback transaction”) unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by liens which is excluded pursuant to clauses (1) to (11) of Section 10.6) would not exceed an amount equal to the greater of (i) $135 million or (ii) 15% of Consolidated Net Tangible Assets. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.6 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.7, Attributable Debt with respect to, any sale and leaseback transaction if: (1) involves the Company or a lease for Restricted Subsidiary is permitted to create Funded Debt secured by a period, including renewals, Lien pursuant to clauses (1) to (11) of not more than five years; (2) occurs within 270 days after Section 10.6 on the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased, in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepaymentleaseback transaction, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, Outstanding Securities; (2) the term “value” Company or a Restricted Subsidiary shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time apply an amount in cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Controller of the GuarantorCompany) to the retirement of Secured Funded Debt of the Company or any Restricted Subsidiary (other than Secured Funded Debt owned by the Company or any Restricted Subsidiary); provided, however, that no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision of Secured Funded Debt; (3) the Company or a Restricted Subsidiary immediately applies the net proceeds of the sale or transfer of the Principal Property leased pursuant to such transaction to investment in another Principal Property; provided, however, that this exception shall apply only if such proceeds invested in such other Principal Property shall not exceed the total acquisition, repair, alteration and construction cost of the Company or any Restricted Subsidiary in such other Principal Property less amounts secured by any purchase money or construction mortgages on such Principal Property; (4) the effective date of any such arrangement is within 270 days of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; (5) the lease in such sale and leaseback transaction is for a term, including renewals, of not more than three years; or (6) such sale and leaseback transaction is entered into between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, which in each case multiplied by shall include any Subsidiary which shall become a fraction of which the numerator is the number of full years of remaining term of the lease (without regard Restricted Subsidiary after giving effect to renewal options) such sale and the denominator is the full years of the full term of the lease (without regard to renewal options)leaseback transaction.

Limitation on Sales and Leasebacks. The Guarantor Parents will not, and will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction transaction with any Person for the leasing by either Parent or a Restricted Subsidiary of any Principal Property, the acquisition (including, without limitation, acquisition by merger, amalgamation or consolidation) or the completion of construction and commencement of full operation, whichever is later, of which has occurred more than 120 days prior thereto, which Principal Property has been or is to be sold or transferred by such Parent or such Restricted Subsidiary to such Person in contemplation of such leasing (herein referred to as a “sale and leaseback transaction”) unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Debt secured by mortgages on Principal Properties (with the exception of Debt secured by mortgages which is excluded pursuant to clauses (i) through (xi) inclusive of Section 10.05(a)) would not exceed 10% of Capital Employed. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.05 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.06, Attributable Debt with respect to any sale and leaseback transaction if: (1) involves a the lease in such sale and leaseback transaction is for a period, including renewals, term of not more than five three years;, or (2) occurs within 270 days after the date of acquisition, completion of construction such Parent or completion of improvement of such property; or (3) is with the Guarantor Restricted Subsidiary shall apply or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes cause to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of such sale of the property leased pursuant to such Sale-Leaseback Transactionor transfer, or (ii) the fair value (as determined by the Boards of Directors of the Parents) of such property Principal Property so leased at the time of entering into such Sale-Leaseback Transaction as determined arrangement to the retirement (other than any mandatory retirement or by the Board way of Directors payment at maturity), within 120 days of the Guarantoreffective date of any such arrangement, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term Debt of the lease Parents or the Restricted Subsidiaries (without regard to renewal options) and other than Debt owed by any Subsidiary), which by its terms matures more than 12 months after the denominator is the full years date of the full term creation of such Debt, or shall apply such proceeds to investment in other Principal Properties within a period not exceeding 12 months prior or subsequent to any such arrangement, or (3) such sale and leaseback transaction is entered into between any Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries or between Guarantors, or (4) either Parent or a Restricted Subsidiary would be entitled to incur a mortgage on such Principal Property pursuant to clauses (i) through (xi) inclusive of Section 10.05 securing Debt without equally and ratably securing the lease (without regard Guarantees pursuant to renewal options)Section 10.05.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Company or a lease Restricted Subsidiary for a period, including renewals, in excess of not three years of any Principal Property the ownership of which has been or is to be sold or transferred, more than five years; (2) occurs within 270 180 days after the date of acquisition, completion of construction and commencement of full operation thereof, by the Company or completion of improvement such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a “Sale and Leaseback Transaction”) unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could create Secured Debt pursuant to Section 4.09 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased in an amount equal to the value of the property so sold Attributable Debt with respect to such Sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property Leaseback Transaction without equally and ratably securing the Notes. As used in this Section 3.7, or (2) (a) the net proceeds of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction is at least equal to the fair market value of such Principal Property and (b) within 180 days after such sale or transfer shall have been made by the Company or by a Restricted Subsidiary, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time Company applies an amount equal to not less than the greater of (i) the net proceeds of the sale of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined evidenced by an Officers’ Certificate) to the retirement of Funded Debt of the Company; provided that the amount to be applied to the retirement of Funded Debt of the Company shall be reduced by (x) the principal amount of any Notes delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (y) the principal amount of Funded Debt other than Notes, voluntarily retired by the Board of Directors of Company within 180 days after such sale. Notwithstanding the Guarantorforegoing, no retirement referred to in each case multiplied this clause (2) may be effected by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard payment at maturity or pursuant to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)any mandatory sinking fund payment or mandatory prepayment provision.

Limitation on Sales and Leasebacks. The So long as any of the Securities are Outstanding, the Guarantor will shall not, and will not permit any subsidiary tothe Guarantor shall procure that no Restricted Subsidiary will, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (a) Guarantor or any Subsidiary), or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Guarantor or a lease Restricted Subsidiary for a period, including renewals, in excess of not more than five years; (2) occurs within 270 days after the date three years of acquisition, completion of construction or completion of improvement of such property; or (3) is with any Principal Property which has been owned by the Guarantor or one a Restricted Subsidiary for more than six months and which has been or is to be sold or transferred by the Guarantor or any Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of its subsidiaries; orsuch Principal Property (herein referred to as a "sale and leaseback transaction") unless either: (b1) the Guarantor or any subsidiary, within 270 days after such Restricted Subsidiary could create indebtedness secured by an Encumbrance pursuant to Section 1009 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased back in an amount equal to the value of the property so sold indebtedness attributable to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Securities and any coupons appertaining thereto; or (2) the Guarantor, within one year after the term “value” sale or transfer shall meanhave been made by the Guarantor or a Restricted Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of any two Directors of the Guarantor) to (A) the retirement of indebtedness for money borrowed, in each case multiplied incurred or assumed by a fraction of the Guarantor or any Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the numerator is the number of full years of remaining term option of the lease obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such indebtedness or (without regard to renewal optionsB) and the denominator is the full years of the full term of the lease (without regard to renewal options)investment in any Principal Property.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer (except to the Company or one or more of its wholly-owned Subsidiaries, enter into or both), any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: sum of (1x) involves a lease for a period, including renewals, the aggregate sale price of property involved in sale and leaseback transactions not more than five years; otherwise permitted under this subsection 6.3 plus (2y) occurs within 270 days after the date aggregate principal amount of acquisition, completion Subsidiary Indebtedness subject to limitation under subsection 6.1 plus (z) the aggregate amount of construction or completion indebtedness secured by all Liens not otherwise permitted except under subsection 6.2(j) does not exceed the greater of improvement $400,000,000 and 5% of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Total Assets; or (b) the Guarantor or any subsidiaryCompany, within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, or arrangement and (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Indebtedness of the lease (without regard Company; provided that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Indebtedness of the full term Company pursuant to this subsection 6.3(b) shall be reduced by the principal amount of any Funded Indebtedness of the lease (without regard Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Indebtedness shall be specified as being made pursuant to renewal optionsthis subsection 6.3(b). Notwithstanding the foregoing, no retirement referred to in this subsection 6.3(b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Sale and Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transactionunless either: (1) involves the Company or such Domestic Subsidiary could incur Debt secured by a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after Mortgage pursuant to Section 10.6 on the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such Sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property Leaseback Transaction without equally and ratably securing Outstanding Securities, or (2) the Notes. As used in this Section 3.7Company, within 180 days after the term “value” sale or transfer shall meanhave been made by the Company or by any such Domestic Subsidiary, with respect applies to a Sale-Leaseback Transactionthe retirement of its Funded Debt, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors of the GuarantorCompany, in each case multiplied by its Chief Executive Officer, an Executive Vice President, a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) Senior Vice President or a Vice President, and the denominator is Chief Financial Officer, the full years Treasurer or an Assistant Treasurer); provided, that the amount to be applied to the retirement of Funded Debt shall be reduced by (a) the full term principal amount of any Securities delivered with 180 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Issuer will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aIssuer or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Issuer or any such Restricted Subsidiary for a period, including renewals, in excess of not three years, of any Principal Property owned by the Issuer or such Restricted Subsidiary which has been or is to be sold or transferred more than five years; (2) occurs within 270 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Issuer or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a "sale and leaseback transaction") unless either: (3a) is the Issuer or such Restricted Subsidiary could create Debt secured by a Mortgage on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Guarantor or one Securities of its subsidiaries; all series pursuant to Section 3.4, or (b) the Guarantor or any subsidiary, Issuer within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Issuer or by any such Restricted Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors any two of the Guarantorfollowing: the chairman, in each case multiplied by a fraction of which the numerator is president, the number of full years of remaining term executive vice president, any senior vice president, the treasurer, the controller or the secretary of the lease Issuer) to (without regard x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to renewal optionsthe net proceeds of such sale or (y) and the denominator is the full years retirement of Funded Debt of the full term Issuer or any Restricted Subsidiary; provided, that the amount required to be applied to the -------- retirement of Funded Debt of the lease Issuer shall be reduced by (without regard i) the principal amount of any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to renewal options)such series pursuant to a declaration in accordance with Section 4.l or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon the maturity thereof or a declaration of acceleration of the maturity thereof, such amount as may be due and payable with respect to such securities pursuant to a declaration in accordance with Section 4.1.) delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than the Securities of any series, voluntarily retired by the Issuer within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and nor will not it permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction 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 Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "sale and leaseback transaction") unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by liens which is excluded pursuant to clauses (1) to (11) of Section 10.6) would not exceed an amount equal to the greater of (i) $100 million or (ii) 15% of Consolidated Net Tangible Assets. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.6 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.7, Attributable Debt with respect to, any sale and leaseback transaction if: (1) involves the Company or a lease for Restricted Subsidiary is permitted to create Funded Debt secured by a period, including renewals, Lien pursuant to clauses (1) to (11) of not more than five years; (2) occurs within 270 days after Section 10.6 on the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased, in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepaymentleaseback transaction, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, Outstanding Securities; (2) the term “value” Company or a Restricted Subsidiary shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time apply an amount in cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Controller of the GuarantorCompany) to the retirement of Secured Funded Debt of the Company or any Restricted Subsidiary (other than Secured Funded Debt owned by the Company or any Restricted Subsidiary); provided, however, that no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision of Secured Funded Debt; (3) the Company or a Restricted Subsidiary immediately applies the net proceeds of the sale or transfer of the Principal Property leased pursuant to such transaction to investment in another Principal Property; provided, however, that this exception shall apply only if such proceeds invested in such other Principal Property shall not exceed the total acquisition, repair, alteration and construction cost of the Company or any Restricted Subsidiary in such other Principal Property less amounts secured by any purchase money or construction mortgages on such Principal Property; (4) the effective date of any such arrangement is within 270 days of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; (5) the lease in such sale and leaseback transaction is for a term, including renewals, of not more than three years; or (6) such sale and leaseback transaction is entered into between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, which in each case multiplied by shall include any Subsidiary which shall become a fraction of which the numerator is the number of full years of remaining term of the lease (without regard Restricted Subsidiary after giving effect to renewal options) such sale and the denominator is the full years of the full term of the lease (without regard to renewal options)leaseback transaction.

Limitation on Sales and Leasebacks. The Guarantor will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aGuarantor or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Guarantor or a lease Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 180 days after the date of acquisition, completion of construction or completion and commencement of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) full operation thereof, by the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall Domestic Subsidiary to such lender or investor or to any person to whom funds have occurred, applies been or causes are to be applied advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a “sale and leaseback transaction”) unless either: (1) The Guarantor or such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 1004 on the Principal Domestic Manufacturing Property to be leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Securities of each series or any Guarantee thereof, or (2) The Guarantor within 180 days after the term “value” sale or transfer shall meanhave been made by the Guarantor or by a Domestic Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by set forth in an Officers’ Certificate) to either (or a combination of) the Board investment in one or more other Principal Domestic Manufacturing Properties or the retirement of Directors Funded Debt of the Guarantor; provided, that the amount to be applied to either (or a combination of) the investment in each case multiplied by a fraction one or more other Principal Domestic Manufacturing Properties or the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease Guarantor shall be reduced by (without regard a) the principal amount of any Securities delivered within 180 days after such sale to renewal optionsthe Trustee for retirement and cancellation, and (b) and the denominator is principal amount of Funded Debt other than Securities, voluntarily retired by the full years of Guarantor within 180 days after such sale. Notwithstanding the full term of the lease foregoing, no retirement referred to in this clause (without regard 2) may be effected by payment at maturity or pursuant to renewal options)any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will provisions of Section 1007 of the Base Indenture, and solely with respect to the Notes (and, for avoidance of doubt, not with respect to any other series of Securities issued pursuant to the Base Indenture on or prior to the date hereof), is hereby amended and restated in its entirety as follows: “The Company shall not, and will shall not permit any subsidiary Significant Subsidiary to, enter into any Sale-Sale and Leaseback Transaction without in any such case effectively providing that the Securities (together with, if the Company shall so determine, any other Indebtedness of the Company or any Significant Subsidiary then existing or thereafter created) shall be secured equally and ratably with or prior to such Sale and Leaseback Transaction, so long as such Sale and Leaseback Transaction shall be outstanding, unless, after the date of this Supplemental Indenture unlessgiving effect thereto: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, aggregate amount of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value Attributable Debt of the property so sold Company and leased back at the time its Significant Subsidiaries in respect of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes Sale and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled Leaseback Transactions then outstanding pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time 1007(a) would not exceed an aggregate amount equal to the greater of (i) U.S.$4,030.00 million and (ii) 16% of Consolidated Tangible Assets less, in each case, any secured Indebtedness permitted under Section 1006; (b) the Company or a Subsidiary, within 12 months after such Sale and Leaseback Transaction, (i) applies to the retirement of Indebtedness which is not owed to the Company or a ​ ​ Subsidiary and which is not subordinated to the Securities of any series or (ii) invests in equipment, plant facilities or other fixed assets used in the operations of the Company or a Subsidiary, an aggregate amount equal to the greater of (x) the net proceeds of the sale or transfer of the property leased pursuant to or other assets that are the subject of such Sale-Sale and Leaseback Transaction, or Transaction and (iiy) the fair market value of such the property at so leased; or (c) the time of entering into such Sale-Leaseback Transaction as determined transaction involves the lease by the Board Company or its subsidiaries of Directors of real estate contributed to a Real Estate Trust. Notwithstanding the Guarantorforegoing, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard Company and its Subsidiaries may enter into Sale and Leaseback Transactions that solely refinance, extend, renew or refund Sale and Leaseback Transactions permitted pursuant to renewal optionsSections 1007(a) and 1007(b) and the denominator is restriction described in the full years introductory sentence of the full term of the lease (without regard this Section 1007 shall not apply to such refinancing, extension, renewal options)or refunding.”

Limitation on Sales and Leasebacks. (a) The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Domestic Subsidiary for a period, including renewals, in excess of not more than five years; three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred (2) occurs within 270 days except for any lease of property acquired after the date of acquisitionthe initial issuance of Securities pursuant to this Indenture if the rent payable by the Company or such Domestic Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), more than 180 days after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Domestic Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property; or Principal Domestic Manufacturing Property (3herein referred to as a "sale or leaseback transaction") is with unless the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiaryCompany, within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Domestic Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors or any Vice Chairman of the GuarantorCompany, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term its President, any Sector President or Vice President of the lease (without regard Company, its Treasurer and its Controller) to renewal options) and the denominator is the full years retirement of Funded Debt of the full term Company; PROVIDED, that the amount to be applied to the retirement of Funded Debt of the lease Company shall be reduced by (without regard a) the principal amount at Stated Maturity of any Securities delivered within 180 days after such sale to renewal optionsthe Trustee for retirement and cancellation, and (b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. (b) Notwithstanding the provisions of Section 1009(a), the Company or any Domestic Subsidiary may enter into a sale and leaseback transaction which would otherwise be subject to the restrictions set forth in the provisions of Section 1009(a) so as to create an aggregate amount of Attributable Debt which, together with all Attributable Debt outstanding pursuant to this Section 1009(b), does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and will not permit any subsidiary Significant Subsidiary to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a1) the Sale-Leaseback Transaction: (1A) involves a lease for a period, including renewals, of not more than five three years; (2B) involves newly constructed property and the sale or transfer occurs within 120 days after the completion of construction and commencement of full operation thereof; provided, however, that if the Sale-Leaseback Transaction involves new construction on real property acquired by the Company more than 120 days prior to the date of the Sale-Leaseback Transaction, then such Sale-Leaseback Transaction shall be deemed a permissible Sale-Leaseback Transaction under this clause (B) but only to the extent of the value of the newly constructed property; (C) occurs within 270 120 days after from the date of acquisition, completion the acquisition of construction or completion of improvement of such propertythe property subject thereto; or (3D) is with the Guarantor Company or one of its subsidiariesSubsidiaries; or (b2) the Guarantor Company or any subsidiarySubsidiary, within 270 120 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor Company or any subsidiary Subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c3) the Guarantor Company or such subsidiary Significant Subsidiary would be entitled pursuant to Section 3.6 4.07 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.74.08, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the GuarantorCompany, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor Company will not, and nor will not it permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction 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 Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "sale and leaseback transaction") unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by liens which is excluded pursuant to clauses (1) to (12) of Section 10.6) would not exceed 15 % of Consolidated Net Tangible Assets. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.6 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.7, Attributable Debt with respect to, any sale and leaseback transaction if: (1) involves the Company or a lease for Restricted Subsidiary is permitted to create Funded Debt secured by a periodLien pursuant to clauses (1) to (12) of Section 10.6 on the Principal Property to be leased, including renewalsin an amount equal to the Attributable Debt with respect to such sale and leaseback transaction, of not more than five yearswithout equally and ratably securing the Outstanding Securities; (2) occurs within 270 days after the date of acquisition, completion of construction Company or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiarya Restricted Subsidiary, within 270 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or a Restricted Subsidiary, applies or causes to be applied shall apply an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal .Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Controller of the GuarantorCompany) to the retirement of Secured Funded Debt of the Company or any Restricted Subsidiary (other than Secured Funded Debt owned by the Company or any Restricted Subsidiary); (3) the Company or a Restricted Subsidiary invests the net proceeds, or an amount equal to the anticipated net proceeds, of the sale or transfer of the Principal Property leased pursuant to such transaction, within 270 days prior to or subsequent to such sale or transfer, in each case multiplied other property having a fair market value (as determined by a fraction of which the numerator is Chief Executive Officer, the number of full years of remaining term President, the Chief Financial Officer, the Treasurer or the Controller of the lease (without regard Company) at least equal to renewal options) and the denominator is the full years fair market value of the full term Principal Property so leased; (4) the effective date of any such arrangement is within 270 days of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; (5) the lease in such sale and leaseback transaction is for a term, including renewals, of not more than five years; or (without regard to renewal options)6) such sale and leaseback transaction is entered into between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Manufacturing Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Manufacturing Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Company or a lease Manufacturing Subsidiary for a period, including renewals, in excess of not more than five years;three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred by the Company or such Manufacturing Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a "sale and leaseback transaction") unless either: (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Manufacturing Subsidiary could create Debt secured by a Mortgage pursuant to Section 10.04 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Manufacturing Property to be applied leased in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Securities; or (2) the Company, within 120 days after the term “value” sale or transfer shall meanhave been made by the Company or by a Manufacturing Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Executive Vice President of the GuarantorCompany, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term any Vice President of the lease (without regard Company, its Treasurer and its Controller) to renewal options) and the denominator is the full years retirement of Funded Debt of the full term Company; provided, however, that the amount to be applied to the retirement of Funded Debt of the lease Company shall be reduced by (without regard a) the principal amount of any Securities delivered within 120 days after such sale to renewal options)the Trustee for retirement and cancellation and (b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Issuer will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aIssuer or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Issuer or any such Restricted Subsidiary for a period, including renewals, in excess of not three years, of any Principal Property owned by the Issuer or such Restricted Subsidiary which has been or is to be sold or transferred more than five years; (2) occurs within 270 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Issuer or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a "sale and leaseback transaction") unless either: (3a) is the Issuer or such Restricted Subsidiary could create Debt secured by a Mortgage on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Guarantor or one Securities of its subsidiaries; all series pursuant to Section 3.4, or (b) the Guarantor or any subsidiary, Issuer within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Issuer or by any such Restricted Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors any two of the Guarantorfollowing: the chairman, in each case multiplied by a fraction of which the numerator is president, the number of full years of remaining term executive vice president, any senior vice president, the treasurer, the controller or the secretary of the lease Issuer) to (without regard x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to renewal optionsthe net proceeds of such sale or (y) and the denominator is the full years retirement of Funded Debt of the full term Issuer or any Restricted Subsidiary; provided, that the amount required to be applied to the retirement of Funded Debt of the lease Issuer shall be reduced by (without regard i) the principal amount of any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to renewal options)such series pursuant to a declaration in accordance with Section 4.l or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon the maturity thereof or a declaration of acceleration of the maturity thereof, such amount as may be due and payable with respect to such securities pursuant to a declaration in accordance with Section 4.1.) delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than the Securities of any series, voluntarily retired by the Issuer within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Parent Guarantor will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aParent Guarantor or any Subsidiary thereof) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Parent Guarantor or any Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or the completion of construction or completion and commencement of improvement of such property; or (3) is with full operation thereof, by the Guarantor or one of its subsidiaries; or (b) the Parent Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall Domestic Subsidiary to such lender or investor or to any person to whom funds have occurred, applies been or causes are to be applied advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a “sale and leaseback transaction”) unless either: (1) the Parent Guarantor or such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 1006 on the Principal Domestic Manufacturing Property to be leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Parent Guarantor within 120 days after the sale or transfer shall meanhave been made by the Parent Guarantor or by any such Domestic Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors the Parent Guarantor, its President, any Vice President of the Parent Guarantor, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Parent Guarantor or any Domestic Subsidiary which is not subordinated in right of payment to renewal options) and the denominator is Outstanding Securities; provided, that the full years amount to be applied to the retirement of Funded Debt of the full term Parent Guarantor or any Domestic Subsidiary shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Parent Guarantor or such Domestic Subsidiary within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction arrangement after the date of this Supplemental Indenture the first issuance by the Company of the Notes with any bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing by the Company or any such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued), which was or is owned or leased by the Company or a Restricted Subsidiary and which has been or is to be sold or transferred by the Company or a Restricted Subsidiary, more than 180 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary, to such lender or investor who has advanced or will advance funds on the security of such Principal Property (herein referred to as a "Sale and Leaseback Transaction") unless, (i) the gross proceeds of the sale or transfer of the Principal Property leased equals or exceeds the fair market value of such Principal Property and (ii) either: (a) the Sale-Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days Transaction and all other Sale and Leaseback Transactions entered into after the date of acquisitionthe first issuance by the Company of the Notes (other than such Sale and Leaseback Transactions as are permitted by paragraph (b) below), completion plus the aggregate principal amount of construction or completion Debt secured by Liens on Principal Properties and Restricted Securities then outstanding (excluding any such Debt secured by Liens covered in paragraphs (a) through (h) of improvement Section 301 hereof) without equally and ratably securing the Notes, would not exceed 10% of such property; or (3) is with the Guarantor or one of its subsidiaries; Company's Consolidated Net Tangible Assets, or (b) the Guarantor or any subsidiaryCompany, within 270 180 days after the Sale-Leaseback Transaction shall have occurredsale or transfer, applies or causes a Restricted Subsidiary to be applied apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement Sale and Leaseback Transaction (in either case determined by any two of the following: the Chairman, the President, any Vice President, the Treasurer and the Controller of the Company) to (i) purchase other Principal Property having a fair market value at least equal to the prepayment, repayment, redemption, reduction fair market value of the Principal Property (or portion thereof) sold or transferred in such Sale and Leaseback Transaction or (ii) the retirement of any Indebtedness the Notes or other Debt of the Guarantor or any subsidiary that is not Company (other than Debt subordinated to the Notes and that has Notes) or Debt of a Stated Restricted Subsidiary, having a Maturity more than 12 months from the date of such application (or which is supported by other borrowings with a maturity of more than twelve months12 months from the date of application) or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application; provided that the amount to be so applied shall be reduced by (i) the principal amount of Notes delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and 9 11 (ii) the principal amount of any such Debt of the Company or a Restricted Subsidiary, other than Notes, voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer, or (c) such Sale and Leaseback Transaction involves property of a Person existing at the Guarantor or time such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by Person becomes a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale Restricted Subsidiary of the property leased pursuant to such Sale-Leaseback Transaction, Company or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors sale, lease or other disposition of the Guarantorproperties of such Person as an entirety or substantially as an entirety to the Company, in each case multiplied by (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments related to the Sale and Leaseback Transaction entered into prior to and not in contemplation of such merger, sale, lease or disposition or such Person's becoming a fraction of which Restricted Subsidiary. Notwithstanding the numerator foregoing, where the Company or any Restricted Subsidiary is the number of full years of remaining term lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any Debt resulting from the guarantee by the Company or any other Restricted Subsidiary of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)lessee's obligation thereunder.

Limitation on Sales and Leasebacks. The Guarantor will provisions of Section 1007 of the Base Indenture, and solely with respect to the Notes (and, for avoidance of doubt, not with respect to any other series of Securities issued pursuant to the Base Indenture on or prior to the date hereof), is hereby amended and restated in its entirety as follows: “The Company shall not, and will shall not permit any subsidiary Significant Subsidiary to, enter into any Sale-Sale and Leaseback Transaction without in any such case effectively providing that the Securities (together with, if the Company shall so determine, any other Indebtedness of the Company or any Significant Subsidiary then existing or thereafter created) shall be secured equally and ratably with or prior to such Sale and Leaseback Transaction, so long as such Sale and Leaseback Transaction shall be outstanding, unless, after the date of this Supplemental Indenture unlessgiving effect thereto: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, aggregate amount of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value Attributable Debt of the property so sold Company and leased back at the time its Significant Subsidiaries in respect of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes Sale and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled Leaseback Transactions then outstanding pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time 1007(a) would not exceed an aggregate amount equal to the greater of (i) U.S.$4,030.00 million and (ii) 16% of Consolidated Tangible Assets less, in each case, any secured Indebtedness permitted under Section 1006; (b) the Company or a Subsidiary, within 12 months after such Sale and Leaseback Transaction, (i) applies to the retirement of Indebtedness which is not owed to the Company or a Subsidiary and which is not subordinated to the Securities of any series or (ii) invests in equipment, plant facilities or other fixed assets used in the operations of the Company or a Subsidiary, an aggregate amount equal to the greater of (x) the net proceeds of the sale or transfer of the property leased pursuant to or other assets that are the subject of such Sale-Sale and Leaseback Transaction, or Transaction and (iiy) the fair market value of such the property at so leased; or (c) the time of entering into such Sale-Leaseback Transaction as determined transaction involves the lease by the Board Company or its subsidiaries of Directors of real estate contributed to a Real Estate Trust. Notwithstanding the Guarantorforegoing, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard Company and its Subsidiaries may enter into Sale and Leaseback Transactions that solely refinance, extend, renew or refund Sale and Leaseback Transactions permitted pursuant to renewal optionsSections 1007(a) and 1007(b) and the denominator is restriction described in the full years introductory sentence of the full term of the lease (without regard this Section 1007 shall not apply to such refinancing, extension, renewal options)or refunding.”

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Manufacturing Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Manufacturing Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves leasing by the Company or a lease Manufacturing Subsidiary for a period, including renewals, in excess of not more than five years;three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred by the Company or such Manufacturing Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a "sale and leaseback transaction") unless either: (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Manufacturing Subsidiary could create Debt secured by a Mortgage pursuant to Section 10.04 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Manufacturing Property to be applied leased in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Securities; or (2) the Company, within 120 days after the term “value” sale or transfer shall meanhave been made by the Company or by a Manufacturing Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Executive Vice President of the GuarantorCompany, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term any Vice President of the lease (without regard Company, its Treasurer and its Controller) to renewal options) and the denominator is the full years retirement of Funded Debt of the full term Company; provide, however, that the amount to be applied to the retirement of Funded Debt of the lease Company shall be reduced by (without regard a) the principal amount of any Securities delivered within 120 days after such sale to renewal options)the Trustee for retirement and cancellation and (b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. (a) The Guarantor Company will not, and nor will not it permit any subsidiary Subsidiary of the Company to, enter into any SaleSale and Lease-Leaseback Back Transaction with respect to any Operating Property or Operating Asset more than 360 days after the date later of this Supplemental Indenture unless: (ai) the Salecompletion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Operating Property or Operating Asset, and (ii) the placing in operation of such Operating Property or Operating Asset as so substantially repaired or altered, constructed, developed or substantially improved. This Covenant shall not apply to any Sale and Lease-Leaseback TransactionBack Transaction with respect to any Operating Property or Operating Asset: (1) involves if the Company or Subsidiary could issue, assume or guarantee Indebtedness secured by a lease for a period, including renewals, Lien pursuant to Section 1009 on the property to be leased back in an amount equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction without equally and ratably security the Outstanding Debt Securities of not more than five yearseach series; (2) occurs within 270 days after solely between the date Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of acquisition, completion of construction or completion of improvement of such property; orthe Company; (3) is with if the Guarantor or one terms of its subsidiaries; or (b) such Sale and Lease-Back Transaction have been determined by the Guarantor or any subsidiaryCompany's Board of Directors to be fair and arms' length and, within 270 360 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value receipt of the property so sold proceeds of such Sale and leased back at Lease-Back Transaction, the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor Company or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time its Subsidiaries applies an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such SaleSale and Lease-Leaseback Transaction, Back Transaction or (ii) the fair value of such property Operating Property or Operating Asset at the time of entering into such SaleSale and Lease-Leaseback Back Transaction to (x) the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness not then due within one year of the Company or any of its Subsidiaries (other than Indebtedness of a wholly-owned Subsidiary to the Company or to another wholly-owned Subsidiary) or (y) the making of capital expenditures incurred to purchase, construct or improve property used in the ordinary course of business of the Company or any of its Subsidiaries; or (4) to the extent the Company transfers or sells all or part of its corporate headquarters complex and parking lots in existence on the date hereof, and any additions thereto, or all or part of any of its 10 regional distribution centers in existence on the date hereof, and any additions thereto, in a transaction (including but not limited to the formation of a partnership) in which the Company (i) receives an interest equal in value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) to the value of any property so transferred or sold and (ii) enters into a lease providing the Guarantor, in each case multiplied by a fraction Company with the continued use of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)such property.

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter Enter into any arrangement ---------------------------------- with any Person providing for the leasing by Holdings, either Borrower or any Subsidiary of real or personal property which has been or is to be sold or transferred by Holdings, such Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Holdings, such Borrower or such Subsidiary (a "Sale-/Leaseback Transaction"), except for Sale/Leaseback -------------------------- Transactions by the Borrower and its Subsidiaries (i) relating to assets owned by Holdings and its Subsidiaries on the Closing Date, in an aggregate amount not exceeding U.S.$2,000,000 at any time outstanding, (ii) relating to assets of the business acquired in any Permitted Acquisition, provided, that (A) each such -------- Sale/Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of is consummated not more than five years; (2) occurs within 270 120 days after the date of acquisition, completion of construction or completion of improvement consummation of such property; or Permitted Acquisition and (3B) is if such Permitted Acquisition was financed with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement proceeds of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than the proceeds of U.S. Revolving Credit Loans or Canadian Revolving Credit Loans), the proceeds of such Sale/Leaseback Transaction are applied toward repayment of such Indebtedness or (iii) relating to assets owned by Holdings and its Subsidiaries on the Closing Date or acquired thereafter (other than in connection with a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, Acquisition) with an aggregate sales price not to exceed $3,000,000 during the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)this Agreement.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and nor will not it permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction 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 Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "sale and leaseback transaction") unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by liens which is excluded pursuant to clauses (1) to (12) of Section 10.6) would not exceed 15% of Consolidated Net Tangible Assets. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.6 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.7, Attributable Debt with respect to, any sale and leaseback transaction if: (1) involves the Company or a lease for Restricted Subsidiary is permitted to create Funded Debt secured by a periodLien pursuant to clauses (1) to (12) of Section 10.6 on the Principal 57 Property to be leased, including renewalsin an amount equal to the Attributable Debt with respect to such sale and leaseback transaction, of not more than five yearswithout equally and ratably securing the Outstanding Securities; (2) occurs within 270 days after the date of acquisition, completion of construction Company or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiarya Restricted Subsidiary, within 270 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or a Restricted Subsidiary, applies or causes to be applied shall apply an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Controller of the GuarantorCompany) to the retirement of Secured Funded Debt of the Company or any Restricted Subsidiary (other than Secured Funded Debt owned by the Company or any Restricted Subsidiary); (3) the Company or a Restricted Subsidiary invests the net proceeds, or an amount equal to the anticipated net proceeds, of the sale or transfer of the Principal Property leased pursuant to such transaction, within 270 days prior to or subsequent to such sale or transfer, in each case multiplied other property having a fair market value (as determined by a fraction of which the numerator is Chief Executive Officer, the number of full years of remaining term President, the Chief Financial Officer, the Treasurer or the Controller of the lease (without regard Company) at least equal to renewal options) and the denominator is the full years fair market value of the full term Principal Property so leased; (4) the effective date of any such arrangement is within 270 days of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; (5) the lease in such sale and leaseback transaction is for a term, including renewals, of not more than five years; or (without regard to renewal options)6) such sale and leaseback transaction is entered into between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

Limitation on Sales and Leasebacks. (a) The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Domestic Subsidiary for a period, including renewals, in excess of not more than five years; three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred (2) occurs within 270 days except for any lease of property acquired after the date of acquisitionthe initial issuance of Securities pursuant to this Indenture if the rent payable by the Company or such Domestic Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), more than 180 days after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Domestic Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property; or Principal Domestic Manufacturing Property (3herein referred to as a "sale or leaseback transaction") is with unless the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiaryCompany, within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Domestic Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors or any Vice Chairman of the GuarantorCompany, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term its President, any Sector President or Vice President of the lease (without regard Company, its Treasurer and its Controller) to renewal options) and the denominator is the full years retirement of Funded Debt of the full term Company; provided, that the amount to be applied to the retirement of Funded Debt of the lease Company shall be reduced by (without regard a) the principal amount at Stated Maturity of any Securities delivered within 180 days after such sale to renewal optionsthe Trustee for retirement and cancellation, and (b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. (b) Notwithstanding the provisions of Section 1009(a), the Company or any Domestic Subsidiary may enter into a sale and leaseback transaction which would otherwise be subject to the restrictions set forth in the provisions of Section 1009(a) so as to create an aggregate amount of Attributable Debt which, together with all Attributable Debt outstanding pursuant to this Section 1009(b), does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sales and Leasebacks. The Guarantor Unless otherwise indicated with respect to any series of Securities, the Company agrees as to each series of Securities, that it will not, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Sale and Leaseback Transaction after the date of this Supplemental Indenture with respect to any Operating Property unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five yearsthe Sale and Leaseback Transaction is solely with the Company or another Restricted Subsidiary; (2) occurs within 270 days after the date lease is for a period not in excess of acquisitiontwenty-four months, completion of construction or completion of improvement of such property; orincluding renewals; (3) is with the Guarantor Company or one of its subsidiaries; or such Restricted Subsidiary would (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (carrangement) the Guarantor or such subsidiary would be entitled pursuant to as described in clauses (1) through (7) of Section 3.6 to create1008, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used Securities of each series then outstanding, to create, incur, issue, assume or guarantee Debt secured by a Mortgage on such Operating Property in this Section 3.7, the term “value” shall mean, with respect to a Sale-amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (4) the Company or such Restricted Subsidiary within 365 days after the sale of such Operating Property in connection with such Sale and Leaseback Transaction is completed, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property leased pursuant to such Sale-Leaseback Transaction, Operating Property or (ii) the fair market value of such property at Operating Property to (A) the time retirement of entering into Securities, other Funded Debt of the Company ranking on a parity with the Securities or Funded Debt of a Restricted Subsidiary or (B) the purchase of Operating Property; or (5) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale-Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Indenture (other than any such Sale and Leaseback Transactions as determined would be permitted as described in clauses (1) through (4) of this Section 1009), plus the aggregate principal amount of Debt secured by Mortgages on Operating Properties then outstanding (not including any such Debt secured by Mortgages described in clauses (1) through (7) of Section 1008) which do not equally and ratably secure such Outstanding Securities (or secure such Outstanding Securities on a basis that is prior to other Debt secured thereby), would not exceed the Board greater of Directors (i) 10% of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease Consolidated Net Assets and (without regard to renewal optionsii) and the denominator is the full years of the full term of the lease (without regard to renewal options)$150,000,000.

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary of its Restricted Subsidiaries to, enter into any SaleSale and Lease-Leaseback Back Transaction with respect to any Principal Property unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to Sale and Lease-Back Transactions plus the aggregate amount of Indebtedness secured by Liens incurred without equally and ratably securing the Securities pursuant to Section 1009 would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Supplemental Indenture unless: (a) the SaleSection 1008 shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section or Section 1009, Attributable Debt with respect to any Sale and Lease-Leaseback TransactionBack Transaction if: (1) involves a the lease in such Sale and Lease-Back Transaction is for a period, including renewalsrenewal rights, of not more than five yearsthree years or less; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiaryof its Restricted Subsidiaries, within 270 180 days after the SaleSale and Lease-Leaseback Transaction shall have occurredBack Transaction, applies or causes to be applied an amount equal not less than the greater of the net proceeds of the sale of the Principal Property leased pursuant to the Sale and Lease-Back Transaction or the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement the Sale and Lease-Back Transaction (as determined in any manner approved by the Board of Directors) to (A) the prepayment, repayment, redemption, reduction prepayment or retirement of any Indebtedness Funded Debt of the Guarantor or any subsidiary of its Restricted Subsidiaries; provided however, that is not subordinated the amount to be applied to the Notes and that has a Stated Maturity prepayment or retirement of more than twelve months; or (c) such Funded Debt of the Guarantor or such subsidiary would of a Restricted Subsidiary of the Guarantor shall be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured reduced by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater sum of (i) the net proceeds principal amount of sale of any Securities (or other notes or debentures constituting such Funded Debt) delivered within such 180-day period to the property leased pursuant to such Sale-Leaseback Transaction, Trustee or other applicable trustee for retirement and cancellation and (ii) the principal amount of such Funded Debt, other than items referred to in the preceding clause (i), voluntarily prepaid or retired by the Guarantor or a Restricted Subsidiary within 180 days after such sale; and provided further, however, that, notwithstanding the foregoing, no prepayment or retirement referred to in this Clause (A) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any other mandatory prepayment or retirement provision, or (B) the purchase of other property which will constitute Principal Property having a fair market value, in the opinion of the Board of Directors, at least equal to the fair market value of the Principal Property leased in such property Sale and Lease-Back Transaction; (3) the lease in such Sale and Lease-Back Transaction secures or relates to obligations issued by a State, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a) of the Internal Revenue Code of 1986, as amended (or any successor to such provision), as in effect at the time of entering the issuance of such obligations; or (4) such Sale and Lease-Back Transaction is entered into such Salebetween the Guarantor and a wholly-Leaseback Transaction as determined by owned Subsidiary of the Board of Directors Guarantor or between wholly-owned Subsidiaries of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit Neither the Company nor any subsidiary to, Restricted Subsidiary shall enter into a sale or leaseback transaction involving any Sale-Leaseback Transaction after property or assets owned or leased by the date Company or any Restricted Subsidiary, the acquisition of this Supplemental Indenture which, or completion of construction and commencement of full operation of which, has occurred more than 120 days prior to such sale and leaseback transaction, unless: (a) the Sale-Leaseback Transaction: (1) involves the Company or such Restricted Subsidiary could create Debt secured by a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after Mortgage pursuant to Section 10.10 on the date of acquisition, completion of construction property or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes assets to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Securities, or (2) the term “value” Company or such Restricted Subsidiary, within 120 days after the sale or transfer of such property, shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time have applied an amount equal to not less than the greater of (iA) the net proceeds of the sale of the assets or property sold and leased back pursuant to such Sale-Leaseback Transactiontransaction or (B) the fair market value of the property or assets so sold and leased back (as determined by any two Officers) to (i) the purchase, acquisition or construction of property or assets to be used in the business of the Company or its Restricted Subsidiaries (which includes the entering into, within such 120 day period, of an agreement for such purchase, acquisition or construction of property or assets) or (ii) the fair value retirement of such property at Funded Debt of the time Company or any Restricted Subsidiary; PROVIDED, that (x) the amount to be applied to the retirement of entering into such Sale-Leaseback Transaction as determined Funded Debt of the Company shall be reduced by the Board principal amount of Directors any Securities delivered within 120 days after such sale to the Trustee for retirement and cancellation and (y) the amount to be applied to the retirement of Funded Debt of the Guarantor, in each case multiplied Company or any Restricted Subsidiary shall be reduced by a fraction the principal amount of which the numerator is the number of full years of remaining term Funded Debt of the Company, other than the Securities, or the principal amount of Funded Debt of any Restricted Subsidiary, as the case may be, voluntarily retired by the Company or any Restricted Subsidiary within 120 days after such sale. Notwithstanding anything to the contrary, this Section 10.11 shall not apply to any sale and leaseback transaction (1) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (2) involving a lease (without regard to renewal options) and the denominator is the full for a period of three years of the full term of the lease (without regard to renewal options)or less.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and nor will not it permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction 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 Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "sale and leaseback transaction") unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by liens which is excluded pursuant to clauses (1) to (12) of Section 10.6) would not exceed 15% of Consolidated Net Tangible Assets. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.6 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.7, Attributable Debt with respect to, any sale and leaseback transaction if: (1) involves the Company or a lease for Restricted Subsidiary is permitted to create Funded Debt secured by a periodLien pursuant to clauses (1) to (12) of Section 10.6 on the Principal Property to be leased, including renewalsin an amount equal to the Attributable Debt with respect to such sale and leaseback transaction, of not more than five yearswithout equally and ratably securing the Outstanding Securities; (2) occurs within 270 days after the date of acquisition, completion of construction Company or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiarya Restricted Subsidiary, within 270 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or a Restricted Subsidiary, applies or causes to be applied shall apply an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Controller of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Secured Funded Debt of the lease Company or any Restricted Subsidiary (without regard other than Secured Funded Debt owned by the Company or any Restricted Subsidiary); provided, however, that no retirement referred to renewal optionsin this clause (2) and may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision of Secured Funded Debt); (3) the denominator is Company or a Restricted Subsidiary applies the full years net proceeds of the full term sale or transfer of the Principal Property leased pursuant to such transaction to investment in another Principal Property within 270 days prior or subsequent to such sale or transfer; provided, however, that this exception shall apply only if such proceeds invested in such other Principal Property shall not exceed the total acquisition, repair, alteration and construction cost of the Company or any Restricted Subsidiary in such other Principal Property less amounts secured by any purchase money or construction mortgages on such Principal Property; (4) the effective date of any such arrangement is within 270 days of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; (5) the lease in such sale and leaseback transaction is for a term, including renewals, of not more than three years; or (without regard to renewal options)6) such sale and leaseback transaction is entered into between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer (except to the Company or one or more of its wholly-owned Subsidiaries, enter into or both), any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: sum of (1x) involves a lease for a period, including renewals, the aggregate sale price of property involved in sale and leaseback transactions not more than five years; otherwise permitted under this subsection 6.3 plus (2y) occurs within 270 days after the date aggregate principal amount of acquisition, completion Subsidiary Indebtedness subject to limitation under subsection 6.1 plus (z) the aggregate amount of construction or completion indebtedness secured by all Liens not 68 otherwise permitted except under subsection 6.2(l) does not exceed the greater of improvement $400,000,000 and 5% of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Total Assets; or (b) the Guarantor or any subsidiaryCompany, within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, or arrangement and (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Indebtedness of the lease (without regard Company; provided that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Indebtedness of the full term Company pursuant to this subsection 6.3(b) shall be reduced by the principal amount of any Funded Indebtedness of the lease (without regard Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Indebtedness shall be specified as being made pursuant to renewal optionsthis subsection 6.3(b). Notwithstanding the foregoing, no retirement referred to in this subsection 6.3(b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or any such Restricted Subsidiary for a period in excess of this Supplemental Indenture unlessthree years (including renewals), of any Principal Property owned by the Company or such Restricted Subsidiary which has been or is to be sold or transferred by the Company or any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a "sale and leaseback transaction") unless either: (a) the Sale-Leaseback Transaction: (1) involves Company or such Restricted Subsidiary could create Debt secured by a lease for a periodMortgage on the Principal Property to be leased back without equally and ratably securing the Notes pursuant to Section 10.5, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiaryCompany, within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Restricted Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors of the GuarantorCompany) to (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in each case multiplied by such sale) having a fraction value at least equal to the net proceeds of which such sale or (y) the numerator is the number retirement of full years of remaining term Funded Debt of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)Company.

Limitation on Sales and Leasebacks. The Guarantor Parents will not, and will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction transaction with any Person for the leasing by either Parent or a Restricted Subsidiary of any Principal Property, the acquisition (including, without limitation, acquisition by merger, amalgamation or consolidation) or the completion of construction and commencement of full operation, whichever is later, of which has occurred more than 120 days prior thereto, which Principal Property has been or is to be sold or transferred by such Parent or such Restricted Subsidiary to such Person in contemplation of such leasing (herein referred to as a “sale and leaseback transaction”) unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Debt secured by mortgages on Principal Properties (with the exception of Debt secured by mortgages which is excluded pursuant to clauses (i) through (xi) inclusive of Section 10.05(a)) would not exceed 10% of Capital Employed. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.05 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 10.06, Attributable Debt with respect to any sale and leaseback transaction if: (1) involves a the lease in such sale and leaseback transaction is for a period, including renewals, term of not more than five three years;, or (2) occurs within 270 days after the date of acquisition, completion of construction such Parent or completion of improvement of such property; or (3) is with the Guarantor Restricted Subsidiary shall apply or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes cause to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of such sale of the property leased pursuant to such Sale-Leaseback Transactionor transfer, or (ii) the fair value (as determined by the Boards of Directors of the Parents) of such property Principal Property so leased at the time of entering into such Sale-Leaseback Transaction as determined arrangement to the retirement (other than any mandatory retirement or by the Board way of Directors payment at maturity), within 120 days of the Guarantoreffective date of any such arrangement, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term Debt of the lease Parents or the Restricted Subsidiaries (without regard to renewal options) and other than Debt owed by any Subsidiary), which by its terms matures more than 12 months after the denominator is the full years date of the full term creation of such Debt, or shall apply such proceeds to investment in other Principal Properties within a period not exceeding 12 months prior or subsequent to any such arrangement, or (3) such sale and leaseback transaction is entered into between any Guarantor and a Restricted Subsidiary or between. Restricted Subsidiaries or between Guarantors, or (4) either Parent or a Restricted Subsidiary would be entitled to incur a mortgage on such Principal Property pursuant to clauses (i) through (xi) inclusive of Section 10.05 securing Debt without equally and ratably securing the lease (without regard Guarantees pursuant to renewal options)Section 10.05.

Limitation on Sales and Leasebacks. The Parent Guarantor will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Sale and Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transactionunless either: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Parent Guarantor or one of its subsidiaries; or (b) such Domestic Subsidiary could incur Debt secured by a Mortgage pursuant to Section 10.6 on the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such Sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property Leaseback Transaction without equally and ratably securing Outstanding Securities, or (2) the Notes. As used in this Section 3.7Parent Guarantor, within 180 days after the term “value” sale or transfer shall meanhave been made by the Parent Guarantor or by any such Domestic Subsidiary, with respect applies to a Sale-Leaseback Transactionthe retirement of its Funded Debt, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors of the Parent Guarantor, in each case multiplied by its Chief Executive Officer, an Executive Vice President, a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) Senior Vice President or a Vice President, and the denominator is Chief Financial Officer, the full years Treasurer or an Assistant Treasurer); provided, that the amount to be applied to the retirement of Funded Debt shall be reduced by (a) the full term principal amount of any Securities delivered with 180 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Parent Guarantor within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 6.7 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.76.8, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

Limitation on Sales and Leasebacks. The Guarantor Unless otherwise indicated with respect to any series of Securities, the Company agrees as to each series of Securities, that it will not, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Sale and Leaseback Transaction after the date of this Supplemental Indenture with respect to any Operating Property unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of not more than five yearsthe Sale and Leaseback Transaction is solely with the Company or another Restricted Subsidiary; (2) occurs within 270 days after the date lease is for a period not in excess of acquisitiontwenty-four months, completion of construction or completion of improvement of such property; orincluding renewals; (3) is with the Guarantor Company or one of its subsidiaries; or such Restricted Subsidiary would (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (carrangement) the Guarantor or such subsidiary would be entitled pursuant to as described in clauses (1) through (7) of Section 3.6 to create1008, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used Securities of each series then outstanding, to create, incur, issue, assume or guarantee Debt secured by a Mortgage on such Operating Property in this Section 3.7, the term “value” shall mean, with respect to a Sale-amount of the Attributable Debt arising from such Sale and Leaseback Transaction; (4) the Company or such Restricted Subsidiary within 270 days after the sale of such Operating Property in connection with such Sale and Leaseback Transaction is completed, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property leased pursuant to such Sale-Leaseback Transaction, Operating Property or (ii) the fair market value of such property at Operating Property to (A) the time retirement of entering into Securities, other Funded Debt of the Company ranking on a parity with the Securities or Funded Debt of a Restricted Subsidiary or (B) the purchase of Operating Property; or (5) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale-Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Indenture (other than any such Sale and Leaseback Transactions as determined would be permitted as described in clauses (1) through (4) of this Section 1009), plus the aggregate principal amount of Debt secured by the Board Mortgages on Operating Properties then outstanding (not including any such Debt secured by Mortgages described in clauses (1) through (7) of Directors Section 1008) which do not equally and ratably secure such Outstanding Securities (or secure such Outstanding Securities on a basis that is prior to other Debt secured thereby), would not exceed 10% of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)Consolidated Net Tangible Assets.

Limitation on Sales and Leasebacks. The Guarantor Company will not, and nor will not it permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction 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 Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a "sale and leaseback transaction") unless, after giving effect thereto, the date aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by liens which is excluded pursuant to clauses (1) to (12) of Section 3.09) would not exceed 15% of Consolidated Net Tangible Assets. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 3.09 or this Supplemental Indenture unless: (a) the Sale-Leaseback TransactionSection 3.10, Attributable Debt with respect to, any sale and leaseback transaction if: (1) involves the Company or a lease for Restricted Subsidiary is permitted to create Funded Debt secured by a periodLien pursuant to clauses (1) to (12) of Section 3.09 on the Principal Property to be leased, including renewalsin an amount equal to the Attributable Debt with respect to such sale and leaseback transaction, of not more than five yearswithout equally and ratably securing the Outstanding Securities; (2) occurs within 270 days after the date of acquisition, completion of construction Company or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiarya Restricted Subsidiary, within 270 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or a Restricted Subsidiary, applies or causes to be applied shall apply an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Controller of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Secured Funded Debt of the lease Company or any Restricted Subsidiary (without regard other than Secured Funded Debt owned by the Company or any Restricted Subsidiary); provided, however, that no retirement referred to renewal optionsin this clause (2) and may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision of Secured Funded Debt; (3) the denominator is Company or a Restricted Subsidiary applies the full years net proceeds of the full term sale or transfer of the Principal Property leased pursuant to such transaction to investment in another Principal Property within 270 days prior or subsequent to such sale or transfer; provided, however, that this exception shall apply only if such proceeds invested in such other Principal Property shall not exceed the total acquisition, repair, alteration and construction cost of the Company or any Restricted Subsidiary in such other Principal Property less amounts secured by any purchase money or construction mortgages on such Principal Property; (4) the effective date of any such arrangement is within 270 days of the acquisition of the Principal Property (including, without limitation, acquisition by merger or consolidation) or the completion of construction and commencement of operation thereof, whichever is later; (5) the lease in such sale and leaseback transaction is for a term, including renewals, of not more than three years; or (without regard to renewal options)6) such sale and leaseback transaction is entered into between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

Limitation on Sales and Leasebacks. (a) The Guarantor will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aGuarantor or any Domestic Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Guarantor or any such Domestic Subsidiary for a period, including renewals, in excess of not more than five years; three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred (2) occurs within 270 days except for any lease of property acquired after the date of acquisitionthe initial issuance of Securities pursuant to this Indenture if the rent payable by the Guarantor or such Domestic Subsidiary thereunder is to be reimbursed under a contract with the government of the United States or any instrumentality or agency thereof), more than 180 days after the completion of construction or completion and commencement of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) full operation thereof, by the Guarantor or any subsidiarysuch Domestic Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a "sale or leaseback transaction") unless the Guarantor, within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of been made by the Guarantor or by any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to createDomestic Subsidiary, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board or any Vice Chairman of Directors the Company, its President, any Sector President or Vice President of the Company, its Treasurer and its Controller) to the retirement of Funded Debt of the Guarantor; PROVIDED, in each case multiplied by a fraction that the amount to be applied to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease Guarantor shall be reduced by (without regard a) the principal amount at Stated Maturity of any Securities delivered within 180 days after such sale to renewal optionsthe Trustee for retirement and cancellation, and (b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Guarantor within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. (b) Notwithstanding the provisions of Section 1009(a), the Guarantor or any Domestic Subsidiary may enter into a sale and leaseback transaction which would otherwise be subject to the denominator is restrictions set forth in the full years provisions of the full term Section 1009(a) so as to create an aggregate amount of the lease (without regard Attributable Debt which, together with all Attributable Debt outstanding pursuant to renewal optionsthis Section 1009(b), does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on Sales and Leasebacks. The Guarantor Issuer will notnot itself, and it will not permit any subsidiary Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aIssuer or any Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Issuer or any such Subsidiary for a period, including renewals, in excess of not three years, of any property, whether owned by the Issuer or such Subsidiary as of the date of this Indenture or thereafter acquired which has been or is to be sold or transferred more than five years; (2) occurs within 270 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Issuer or completion of improvement any such Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orproperty (herein referred to as a "sale and leaseback transaction") unless either: (3a) is the Issuer or such Subsidiary could create Debt secured by a Mortgage on the property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Guarantor or one Securities of its subsidiaries; all series pursuant to Section 3.4, or (b) the Guarantor or any subsidiary, Issuer within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Issuer or by any such Subsidiary, applies or causes to be applied an amount equal to the greater of (i) the net proceeds of the sale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of (as determined by any Indebtedness two of the Guarantor following: the president, any executive vice president or any subsidiary that is not subordinated the secretary of the Issuer) to the Notes and that has a Stated Maturity of more than twelve months; or (cx) the Guarantor purchase of property, facilities or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, equipment (other than the property, facilities or equipment involved in such sale) having a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount value at least equal to the greater net proceeds of such sale or (y) the retirement of Funded Debt of the Issuer or any Subsidiary; provided, that the amount required to be applied to the retirement of Funded Debt of the Issuer or any Subsidiary shall be reduced by (i) the net proceeds principal amount of sale any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the property leased principal amount as may be due and payable with respect to Securities of such series pursuant to a declaration in accordance with Section 4.1 or, if the Securities of any series provide that an amount other than the face thereof will or may be payable upon the maturity thereof or a declaration of acceleration of the maturity thereof, such Sale-Leaseback Transactionamount as may be due and payable with respect to Securities of such series pursuant to a declaration in accordance with Section 4.1) delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, or and (ii) the fair value principal amount of such property at Funded Debt, other than the time Securities of entering into such Sale-Leaseback Transaction as determined any series, voluntarily retired by the Board of Directors Issuer or any Subsidiary within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in clause (b) of the Guarantor, in each case multiplied preceding sentence may be effected by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard payment at maturity or pursuant to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Issuer will notnot ---------------------------------- itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aIssuer or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Issuer or any such Restricted Subsidiary for a period, including renewals, in excess of not three years, of any Principal Property owned by the Issuer or such Restricted Subsidiary which has been or is to be sold or transferred more than five years; (2) occurs within 270 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Issuer or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a "sale and leaseback transaction") unless either: (3a) is the Issuer or such Restricted Subsidiary could create Debt secured by a Mortgage on the Principal Property to be leased back in an amount equal to the Xxxxxxxxxxxx Xxxx with respect to such sale and leaseback transaction without equally and ratably securing the Guarantor or one Securities of its subsidiaries; all series pursuant to Section 3.4, or (b) the Guarantor or any subsidiary, Issuer within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Issuer or by any such Restricted Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors any two of the Guarantorfollowing: the chairman, in each case multiplied by a fraction of which the numerator is president, the number of full years of remaining term executive vice president, any senior vice president, the treasurer, the controller or the secretary of the lease Issuer) to (without regard x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to renewal optionsthe net proceeds of such sale or (y) and the denominator is the full years retirement of Funded Debt of the full term Issuer or any Restricted Subsidiary; provided, that the amount required to be applied to the -------- retirement of Funded Debt of the lease Issuer shall be reduced by (without regard i) the principal amount of any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to renewal options)such series pursuant to a declaration in accordance with Section 4.l or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon the maturity thereof or a declaration of acceleration of the maturity thereof, such amount as may be due and payable with respect to such securities pursuant to a declaration in accordance with Section 4.1.) delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than the Securities of any series, voluntarily retired by the Issuer within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer, enter into (except to the Company or one or more of its wholly-owned Subsidiaries, or both) any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: (1sum of the aggregate sale price of property involved in sale and leaseback transactions not otherwise permitted under this subsection plus the aggregate amount of indebtedness secured by all mortgages, pledges, liens and encumbrances not otherwise permitted except under subsection 6.2(j) involves a lease for a period, including renewals, does not exceed the greater of not more than five years; (2) occurs within 270 days after the date $100,000,000 or 10% of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Net Worth; or (b) the Guarantor or any subsidiary, Company within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurred, been made by the Company or by any such Subsidiary applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company; provided, that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company pursuant to this clause (b) shall be reduced by the principal amount of any Funded Debt of the lease Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Debt shall be specified as being made pursuant to this clause (without regard b). Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will not, and will not permit any subsidiary to, enter Enter into any arrangement ---------------------------------- with any Person providing for the leasing by Holdings, either Borrower or any Subsidiary of real or personal property which has been or is to be sold or transferred by Holdings, such Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Holdings, such Borrower or such Subsidiary (a "Sale-/Leaseback Transaction"), except for Sale/Leaseback --------------------------- Transactions by the Borrower and its Subsidiaries (i) relating to assets owned by Holdings and its Subsidiaries on the Original Closing Date, in an aggregate amount not exceeding U.S.$2,000,000 at any time outstanding, (ii) relating to assets of the business acquired in any Permitted Acquisition, provided, that (A) -------- each such Sale/Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves a lease for a period, including renewals, of is consummated not more than five years; (2) occurs within 270 120 days after the date of acquisition, completion of construction or completion of improvement consummation of such property; or Permitted Acquisition and (3B) is if such Permitted Acquisition was financed with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement proceeds of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than the proceeds of U.S. Revolving Credit Loans or Canadian Revolving Credit Loans), the proceeds of such Sale/Leaseback Transaction are applied toward repayment of such Indebtedness or (iii) relating to assets owned by Holdings and its Subsidiaries on the Original Closing Date or acquired thereafter (other than in connection with a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, Acquisition) with an aggregate sales price not to exceed $3,000,000 during the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).this Agreement. 119

Limitation on Sales and Leasebacks. The Guarantor Except for a sale or transfer between a Restricted Subsidiary and the Company or between Restricted Subsidiaries, the Company covenants and agrees that it will not, not and will not permit any subsidiary toRestricted Subsidiary to sell or transfer any Principal Property, enter into with the intention that the Company or any Sale-Leaseback Transaction after the date of this Supplemental Indenture unless: (a) the Sale-Leaseback Transaction: (1) involves Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, of not more less than five three years;, by the end of which period it is intended that the use of such Principal Property by the lessee will be discontinued (any such transaction being herein referred to as a “sale and leaseback transaction”) unless either: (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could incur a Lien pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes to be applied an Principal Property securing indebtedness for money borrowed in a principal amount equal to the value of the property so sold and leased back at the time of entering into such arrangement Attributable Debt with respect to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes sale and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Senior Notes. As used in this Section 3.7; or (2) (A) the gross proceeds of the sale or transfer of the Principal Property leased equals or exceeds the fair market value of such Principal Property and (B) within one year after such sale or transfer of such Principal Property shall have been made by the Company or by a Restricted Subsidiary, the term “value” shall mean, with respect Company applies all of the net proceeds to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds voluntary retirement of sale Funded Debt of the property leased pursuant to such Sale-Leaseback Transaction, Company or any Restricted Subsidiary or (ii) the fair value acquisition by the Company or a Restricted Subsidiary of one or more properties which on an aggregate basis have a purchase price in excess of 5% of Consolidated Net Tangible Assets (other than the Principal Property involved in such sale). A sale and leaseback transaction shall not include any sale and leaseback transactions (x) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (y) involving the temporary taking back of a lease for a period, including renewals, of less than three years in the case where it is intended that at the end of the lease, the use of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of Company or such Restricted Subsidiary will be discontinued. (I) By adding the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard following Section 1010 to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).Article Ten:

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Restricted Subsidiary for a period, including renewals, in excess of not three years of any Principal Property owned by the Company or such Restricted Subsidiary which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Company within 120 days after the sale or transfer shall meanhave been made by the Company or by any such Restricted Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Vice President of the GuarantorCompany, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company; provided that -------- the amount to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation and (without regard b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer (except to the Company or one or more of its wholly-owned Subsidiaries, enter into or both), any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: sum of (1x) involves a lease for a period, including renewals, the aggregate sale price of property involved in sale and leaseback transactions not more than five years; otherwise permitted under this subsection 6.3 plus (2y) occurs within 270 days after the date aggregate principal amount of acquisition, completion Subsidiary Indebtedness subject to limitation under subsection 6.1 plus (z) the aggregate amount of construction or completion indebtedness secured by all Liens not otherwise permitted except under subsection 6.2(l) does not exceed the greater of improvement $400,000,000 and 5% of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Total Assets; or (b) the Guarantor or any subsidiaryCompany, within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Company or by any such Subsidiary, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, or arrangement and (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Indebtedness of the lease (without regard Company; provided that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Indebtedness of the full term Company pursuant to this subsection 6.3(b) shall be reduced by the principal amount of any Funded Indebtedness of the lease (without regard Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Indebtedness shall be specified as being made pursuant to renewal optionsthis subsection 6.3(b). Notwithstanding the foregoing, no retirement referred to in this subsection 6.3(b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Domestic Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any Domestic Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Domestic Property (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 10.8 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing Outstanding Securities, or (2) the Notes. As used in this Section 3.7Company, within 120 days after the term “value” sale or transfer shall meanhave been made by the Company or by any such Domestic Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors of the GuarantorCompany, in each case multiplied by its Chief Executive Officer, an Executive Vice President, a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) Senior Vice President or a Vice President, and the denominator is Chief Financial Officer, the full years Treasurer or an Assistant Treasurer) to the retirement of Funded Debt; PROVIDED, that the full term amount to be applied to the retirement of Funded Debt shall be reduced by (a) the lease principal amount of any Securities delivered with 120 days after such sale to the Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will notSell or transfer, and will not or permit any subsidiary toSubsidiary to sell or transfer, enter into (except to the Company or one or more of its wholly-owned Subsidiaries, or both) any Sale-Leaseback Transaction after Principal Facility owned by it on the date of this Supplemental Indenture unlessAgreement with the intention of taking back a lease of such property, other than a lease relating to computer hardware with lease terms of four years or less, unless either: (a) the Sale-Leaseback Transaction: (1sum of the aggregate sale price of property involved in sale and leaseback transactions not otherwise permitted under this subsection plus the aggregate amount of indebtedness secured by all mortgages, pledges, liens and encumbrances not otherwise permitted except under subsection 6.3(j) involves a lease for a period, including renewals, does not exceed the greater of not more than five years; (2) occurs within 270 days after the date $100,000,000 or 10% of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiariesConsolidated Net Worth; or (b) the Guarantor or any subsidiary, Company within 270 120 days after the Sale-Leaseback Transaction sale or transfer shall have occurred, been made by the Company or by any such Subsidiary applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Facility sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Facility sold and leased back at the time of entering into such Sale-Leaseback Transaction as arrangement (which may be conclusively determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction Company) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company; provided, that the amount required to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company pursuant to this clause (b) shall be reduced by the principal amount of any Funded Debt of the lease Company voluntarily retired by the Company within 120 days after such sale, whether or not any such retirement of Funded Debt shall be specified as being made pursuant to this clause (without regard b). Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will notEnter into, or permit any Restricted Subsidiary to enter into, any arrangement with any Person providing for the leasing by the U.S. Borrower or any Restricted Subsidiary of any Principal Property of the U.S. Borrower or any Restricted Subsidiary, which Principal Property has been or is to be sold or transferred by the U.S. Borrower or such Restricted Subsidiary to such person (herein referred to as 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 transactions plus all Secured Funded Debt (with the exception of Funded Debt secured by Liens which is excluded pursuant to clauses (a) to (k) of subsection 13.2) would not exceed 15% of Consolidated Net Tangible Assets of the U.S. Borrower and its Restricted Subsidiaries. This covenant shall not apply to, and will not permit there shall be excluded from Attributable Debt in any subsidiary computation under subsection 13.2 or this subsection 13.3, Attributable Debt with respect to, enter into any Sale-Leaseback Transaction after the date of this Supplemental Indenture unlesssale and leaseback transaction if: (a) the Sale-Leaseback Transaction: U.S. Borrower or a Restricted Subsidiary is permitted to create Funded Debt secured by a Lien pursuant to clauses (1a) involves a lease for a periodto (k) of subsection 13.2 on the Principal Property to be leased, including renewals, of not more than five yearsin an amount equal to the Attributable Debt with respect to such sale and leaseback transaction; (2) occurs within 270 days after the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor U.S. Borrower or any subsidiarya Restricted Subsidiary, within 270 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the U.S. Borrower or a Restricted Subsidiary, applies or causes to be applied shall apply an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount cash equal to the greater of (i) the net proceeds of the sale or transfer of the property Principal Property leased pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so leased at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by the Board of Directors President, the Chief Financial Officer or the Treasurer of the Guarantor, in each case multiplied by a fraction U.S. Borrower) to the retirement of which the numerator is the number of full years of remaining term Secured Funded Debt of the lease U.S. Borrower or any Restricted Subsidiary (without regard other than Secured Funded Debt owned by the U.S. Borrower or any Restricted Subsidiary); provided, however, that no retirement referred to renewal optionsin this clause (b) and the denominator is the full years may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision of the full term of the lease (without regard to renewal optionsSecured Funded Debt).;

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Restricted Subsidiary for a period, including renewals, in excess of not three years of any Principal Property owned by the -67- 73 Company or such Restricted Subsidiary which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Company within 120 days after the sale or transfer shall meanhave been made by the Company or by any such Restricted Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Vice President of the GuarantorCompany, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company; provided, that the amount to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation and (without regard b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Restricted Subsidiary for a period, including renewals, in excess of not three years of any Principal Property owned by the Company or such Restricted Subsidiary which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Property (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Company within 120 days after the sale or transfer shall meanhave been made by the Company or by any such Restricted Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangement (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Vice President of the GuarantorCompany, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company; PROVIDED, 77 that the amount to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation and (without regard b) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor will notnot itself, and it will not permit any subsidiary Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aGuarantor or any Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Guarantor or any such Subsidiary for a period, including renewals, in excess of not three years, of any property, whether owned by the Guarantor or such Subsidiary as of the date of this Indenture or thereafter acquired which has been or is to be sold or transferred more than five years; (2) occurs within 270 days after the date of acquisition, acquisition thereof or after the completion of construction or completion and commencement of improvement of such property; or (3) is with full operation thereof, by the Guarantor or one any such Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of its subsidiaries; such property (herein referred to as a "sale and leaseback transaction") unless either: (a) the Guarantor or such Subsidiary could create Debt secured by a Mortgage on the property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Securities of all series pursuant to Section 3.4, or (b) the Guarantor or any subsidiary, within 270 180 days after the Sale-Leaseback Transaction sale or transfer shall have occurredbeen made by the Guarantor or by any such Subsidiary, applies or causes to be applied an amount equal to the greater of (i) the net proceeds of the sale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the president, any executive vice president or the secretary of the Guarantor) to (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to the prepayment, repayment, redemption, reduction net proceeds of such sale or (y) the retirement of any Indebtedness Funded Debt of the Guarantor or any subsidiary Subsidiary; provided, that is not subordinated the amount required to be applied to the Notes and that has a Stated Maturity retirement of more than twelve months; or (c) Funded Debt of the Guarantor or such subsidiary would any Subsidiary shall be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured reduced by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Notes. As used in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds principal amount of sale any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the property leased principal amount as may be due and payable with respect to Securities of such series pursuant to a declaration in accordance with Section 4.1 or, if the Securities of any series provide that an amount other than the face thereof will or may be payable upon the maturity thereof or a declaration of acceleration of the maturity thereof, such Sale-Leaseback Transactionamount as may be due and payable with respect to Securities of such series pursuant to a declaration in accordance with Section 4.1) delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, or and (ii) the fair value principal amount of such property at Funded Debt, other than the time Securities of entering into such Sale-Leaseback Transaction as determined any series, voluntarily retired by the Board of Directors Guarantor or any Subsidiary within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in clause (b) of the Guarantor, in each case multiplied preceding sentence may be effected by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard payment at maturity or pursuant to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)any mandatory sinking fund payment or any mandatory prepayment provision.

Limitation on Sales and Leasebacks. (a) The Guarantor Company will not, and nor will not it permit any subsidiary Subsidiary of the Company to, enter into any SaleSale and Lease-Leaseback Back Transaction with respect to any Operating Property or Operating Asset more than 360 days after the date later of this Supplemental Indenture unless: (ai) the Salecompletion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such Operating Property or Operating Asset; (ii) the placing in operation of such Operating Property or Operating Asset or (iii) the placing in operation of such Operating Property or Operating Asset as so substantially repaired or altered, constructed, developed or substantially improved. This Covenant shall not apply to any Sale and Lease-Leaseback TransactionBack Transaction with respect to any Operating Property or Operating Asset: (1) involves if the Company or such Subsidiary could issue, assume or guarantee Indebtedness secured by a lease for a period, including renewals, of not more than five years; (2) occurs within 270 days after Lien pursuant to Section 1008 on the date of acquisition, completion of construction or completion of improvement of such property; or (3) is with the Guarantor or one of its subsidiaries; or (b) the Guarantor or any subsidiary, within 270 days after the Sale-Leaseback Transaction shall have occurred, applies or causes property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such Sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property Lease-Back Transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Debt Securities of each series; (2) solely between the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company; (3) if the terms of such Sale and Lease-Back Transaction have been determined by the Company's Board of Directors to be fair and arms' length and, within 360 days after the receipt of the proceeds of such Sale and Lease-Back Transaction, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as Company or any of any particular time its Subsidiaries applies an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such SaleSale and Lease-Leaseback Transaction, Back Transaction or (ii) the fair value of such property Operating Property or Operating Asset at the time of entering into such SaleSale and Lease-Leaseback Back Transaction to (x) the prepayment or retirement (other than any mandatory prepayment or retirement) of Indebtedness not then due within one year of the Company or any of its Subsidiaries (other than Indebtedness of a wholly-owned Subsidiary to the Company or to another wholly-owned Subsidiary) or (y) the making of capital expenditures incurred to purchase, construct or improve property used in the ordinary course of business of the Company or any of its Subsidiaries; or (4) to the extent the Company transfers or sells all or part of its nine block corporate headquarters complex and parking lots in existence on the date hereof, and any additions thereto, or all or part of any of its 12 regional distribution centers in existence on the date hereof, and any additions thereto, in a transaction (including but not limited to the formation of a partnership) in which the Company (i) receives an interest equal in value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) to the value of any property so transferred or sold and (ii) enters into a lease providing the Guarantor, in each case multiplied by a fraction Company with the continued use of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)such property.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Restricted Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any such Restricted Subsidiary for a period, including renewals, in excess of not three years of any property or assets owned or leased by the Company or such Restricted Subsidiary which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orproperty or assets (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Restricted Subsidiary could create Debt secured by a Mortgage pursuant to Section 1009 on the Sale-Leaseback Transaction shall have occurred, applies property or causes assets to be applied leased back in an amount equal to the Attributable Debt with respect to such sale and - 67 - leaseback transaction without equally and ratably securing the Securities, or (2) the Company or such Restricted Subsidiary within 120 days after the sale or transfer shall have been made by the Company or by any such Restricted Subsidiary, applies an amount not less than the greater of (i) the net proceeds of the sale of the property or assets sold and leased back pursuant to such arrangement or (ii) the fair market value of the property or assets so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman of the Board of the Company, its President, any Executive or Senior Vice President of the Company, its Chief Financial Officer, its Treasurer and its Controller) to (a) the purchase, acquisition or construction of property or assets to be used in the business of the Company and its Restricted Subsidiaries (which shall include the entering into, within such 120 day period, of an agreement for such purchase, acquisition or construction of property or assets) or (b) to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness Funded Debt of the Guarantor Company or any subsidiary Restricted Subsidiary; provided, that is not subordinated (x) the amount to be applied to the Notes retirement of Funded Debt of the Company shall be reduced by the principal amount of any Securities delivered within 120 days after such sale to the Trustee for retirement and that has a Stated Maturity of more than twelve months; or cancellation and (cy) the Guarantor amount to be applied to the retirement of Funded Debt of the Company or such subsidiary would any Restricted Subsidiary shall be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured reduced by a Lienthe principal amount of Funded Debt of the Company, other than a Permitted LienSecurities, on or the property without equally and ratably securing principal amount of Funded Debt of any Restricted Subsidiary, as the Notescase may be, voluntarily retired by the Company or any Restricted Subsidiary within 120 days after such sale. As used Notwithstanding the foregoing, no retirement referred to in this Section 3.7, the term “value” shall mean, with respect to a Sale-Leaseback Transaction, as of any particular time an amount equal to the greater of clause (i2) the net proceeds of sale of the property leased may be effected by payment at maturity or pursuant to such Sale-Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale-Leaseback Transaction as determined by the Board of Directors of the Guarantor, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options)any mandatory prepayment provision.

Limitation on Sales and Leasebacks. The Guarantor Company will notnot itself, and it will not permit any subsidiary Domestic Subsidiary to, enter into any Sale-Leaseback Transaction after arrangement with any bank, insurance company or other lender or investor (not including the date of this Supplemental Indenture unless: (aCompany or any Subsidiary) or to which any such lender or investor is a party, providing for the Sale-Leaseback Transaction: (1) involves a lease leasing by the Company or any Domestic Subsidiary for a period, including renewals, in excess of not three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred, more than five years; (2) occurs within 270 120 days after the date of acquisition, acquisition thereof or the completion of construction and commencement of full operation thereof, by the Company or completion of improvement any Domestic Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property; orPrincipal Domestic Manufacturing Property (herein referred to as a "sale and leaseback transaction") unless either: (3) is with the Guarantor or one of its subsidiaries; or (b1) the Guarantor Company or any subsidiary, within 270 days after such Domestic Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on the Sale-Leaseback Transaction shall have occurred, applies or causes Principal Domestic Manufacturing Property to be applied leased back in an amount equal to the value of the property so sold Attributable Debt with respect to such sale and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any subsidiary that is not subordinated to the Notes and that has a Stated Maturity of more than twelve months; or (c) the Guarantor or such subsidiary would be entitled pursuant to Section 3.6 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property leaseback transaction without equally and ratably securing the Notes. As used in this Section 3.7Outstanding Securities, or (2) the term “value” Company within 120 days after the sale or transfer shall meanhave been made by the Company or by any such Domestic Subsidiary, with respect to a Sale-Leaseback Transaction, as of any particular time applies an amount equal to the greater of (i) the net proceeds of the sale of the property Principal Domestic Manufacturing Property sold and leased back pursuant to such Sale-Leaseback Transaction, arrangement or (ii) the fair market value of such property the Principal Domestic Manufacturing Property so sold and leased back at the time of entering into such Sale-Leaseback Transaction arrangements (as determined by any two of the following: the Chairman of the Board of Directors the Company, its President, any Vice President, Finance of the GuarantorCompany, in each case multiplied by a fraction its Treasurer and its Controller) to the retirement of which the numerator is the number of full years of remaining term Funded Debt of the lease (without regard Company which is pari passu with the Outstanding Securities; provided, that the amount to renewal options) and be applied to the denominator is the full years retirement of Funded Debt of the full term Company shall be reduced by (a) the principal amount of any Securities delivered within 120 days after such sale to the lease Trustee for retirement and cancellation, and (without regard b) the principal amount of such Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to renewal options)in this clause (2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.