Common use of Limitations upon Sales and Leasebacks Clause in Contracts

Limitations upon Sales and Leasebacks. The Guarantor will not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement on or after the date the Securities of the applicable series are first issued with any bank, insurance company or other lender or investor (other than the Guarantor or another Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the Guarantor or any Wholly-Owned Domestic Manufacturing 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 by the Guarantor or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been or is to be sold or transferred, more than 365 days after the completion of construction and commencement of full operation thereof by the Guarantor or such Wholly-Owned Domestic Manufacturing Subsidiary, to such bank, insurance Guarantor, lender or investor or to any Person to whom funds have been or are to be advanced by such bank, insurance company, lender or investor on the security of such Principal Property (herein referred to as a “sale and leaseback transaction”) unless, either: (a) the Attributable Debt of the Guarantor and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date the Securities of the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 1007(b)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (a) through (i) of the first paragraph of Section 1006) without equally and ratably securing the Securities, would not exceed 10% of Consolidated Net Total Assets, or (b) the Guarantor, within 365 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two of the following: the Chairman, Chief Executive Officer, Chief Financial Officer, the President, any Vice President, the Treasurer and the Controller of the Guarantor) to the retirement of Securities of any series Outstanding or other indebtedness of the Guarantor (other than indebtedness subordinated in right of payment to the Securities) or indebtedness of a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such 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 (and, unless otherwise expressly provided with respect to any one or more series of Securities Outstanding, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Guarantor’s right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied will be reduced by (i) the principal amount of Outstanding Securities delivered within 120 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Guarantor or a Wholly-Owned Domestic Manufacturing Subsidiary, other than such Securities, voluntarily retired by the Guarantor or a Wholly-Owned Domestic Manufacturing Subsidiary within 120 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Notwithstanding the foregoing, where the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any sale and leaseback transaction, Attributable Debt will not include any Debt resulting from the guarantee by the Guarantor or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s obligation thereunder.

Limitations upon Sales and Leasebacks. The Guarantor Company covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or in one or more supplemental indentures which specifically provides otherwise, that neither it nor any Restricted Subsidiary will not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement on or after the date of the Securities original issuance by the Company of the applicable series are first of Securities issued pursuant to this Second Supplemental Indenture, or such other date as may be specified in or pursuant to a Board Resolution and set forth in an Officers' Certificate pursuant to which such series is established, with any bank, insurance company or other lender or investor (other than the Guarantor Company or another Wholly-Owned Domestic Manufacturing Restricted Subsidiary) providing for the leasing by the Guarantor Company or any Wholly-Owned Domestic Manufacturing such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed of more than three years by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued)years, which was or is owned or leased by the Guarantor Company or a Wholly-Owned Domestic Manufacturing Restricted Subsidiary and which has been or is to be sold or transferredtransferred by the Company or such Restricted Subsidiary, more than 365 180 days after the completion of construction and commencement of full operation all operations thereof by the Guarantor Company or such Wholly-Owned Domestic Manufacturing Restricted Subsidiary, to such bank, insurance Guarantor, lender or investor or to any Person to whom funds have been or are to be advanced by such bank, insurance company, lender or investor on the security of such Principal Property (herein referred to as a “sale "Sale and leaseback transaction”Leaseback Transaction") unless, either: (a) the Company and its Restricted Subsidiaries would be entitled, pursuant to the provisions described in Section 1006, to incur Debt secured by a Lien on such Principal Property in a principal amount equal to or exceeding the Attributable Debt of the Guarantor and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale Sale and leaseback transaction and all other sale and leaseback transactions entered into after the date the Securities of the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 1007(b)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (a) through (i) of the first paragraph of Section 1006) Leaseback Transaction without equally and ratably securing the applicable series of Securities, would not exceed 10% of Consolidated Net Total Assets, or (b) the GuarantorCompany, within 365 180 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two of the following: the Chairman, Chief Executive Officer, Chief Financial OfficerChairman of the Board, the President, any Vice President, the Treasurer and the Controller of the GuarantorCompany) to the retirement of Securities of any series Outstanding or other indebtedness Funded Debt of the Guarantor Company (other than indebtedness Funded Debt subordinated in right of payment to the Securities) or indebtedness Funded Debt of a Wholly-Owned Domestic Manufacturing Restricted Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such 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 (and, unless otherwise expressly provided with respect to any one or more series of Securities Outstanding, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Guarantor’s right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided PROVIDED that the amount to be so applied will shall be reduced by (i) the principal amount of Outstanding Securities delivered within 120 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness Funded Debt of the Guarantor Company or a Wholly-Owned Domestic Manufacturing Restricted Subsidiary, other than such Securities, voluntarily retired by the Guarantor Company or a Wholly-Owned Domestic Manufacturing Restricted Subsidiary within 120 180 days after such sale or transfer. Notwithstanding transfer to the foregoingTrustee for retirement and cancellation, no excluding in the case of both (i) and (ii), retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provisionprovision or by payment at maturity. Notwithstanding the foregoing, where the Guarantor Company or any Wholly-Owned Domestic Manufacturing Restricted Subsidiary is the lessee in any sale Sale and leaseback transactionLeaseback Transaction, Attributable Debt will shall not include any Debt resulting from the guarantee by the Guarantor Company or any other Wholly-Owned Domestic Manufacturing Restricted Subsidiary of the lessee’s 's obligation thereunder.

Limitations upon Sales and Leasebacks. The Guarantor Company will ------------------------------------- not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement on or after the date the Securities of the applicable series are first issuance by the Company of securities issued pursuant to this instrument with any bank, insurance company or other lender or investor (other than the Guarantor Company or another Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the Guarantor Company or any such Wholly-Owned Domestic Manufacturing 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 Guarantor Company or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been or is to be sold or transferred, more than 365 120 days after the completion of construction and commencement of full operation thereof by the Guarantor Company or such Wholly-Owned Domestic Manufacturing Subsidiary, to such bank, insurance Guarantor, lender or investor or to any Person to whom funds have been or are to be advanced by such bank, insurance company, lender or investor on the security of such Principal Property (herein referred to as a “"sale and leaseback transaction”") unless, either: (a) the Attributable Debt of the Guarantor Company and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date the Securities of the applicable series are first issuance by the Company of securities issued pursuant to this instrument (other than such sale and leaseback transactions as are permitted by Section 1007(b1009(b)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (a) through (i) of the first paragraph of Section 10061008) without equally and ratably securing the Securities, would not exceed 10% of Consolidated Net Total Tangible Assets, or (b) the GuarantorCompany, within 365 120 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two of the following: the Chairman, Chief Executive Officer, Chief Financial Officer, the President, any Vice President, the Treasurer and the Controller of the GuarantorCompany) to the retirement of Securities of any series Outstanding or other indebtedness of the Guarantor Company (other than indebtedness subordinated in right of payment to the Securities) or indebtedness of a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such 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 (and, unless otherwise expressly provided with respect to any one or more series of Securities OutstandingSecurities, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Guarantor’s Company's right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied will shall be reduced by (i) the principal amount of Outstanding Securities delivered within 120 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Guarantor Company or a Wholly-Owned Domestic Manufacturing Subsidiary, other than such Securities, voluntarily retired by the Guarantor Company or a Wholly-Owned Domestic Manufacturing Subsidiary within 120 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Notwithstanding the foregoing, where the Guarantor Company or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any sale and leaseback transaction, Attributable Debt will shall not include any Debt resulting from the guarantee by the Guarantor Company or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s 's obligation thereunder.

Limitations upon Sales and Leasebacks. The Guarantor Company covenants and agrees for the benefit of the Notes that neither it nor any Restricted Subsidiary will not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement on or after the date the Securities of the applicable series are first issued original issuance by the Company of the Notes with any bank, insurance company or other lender or investor (other than the Guarantor Company or another Wholly-Owned Domestic Manufacturing Restricted Subsidiary) providing for the leasing by the Guarantor Company or any Wholly-Owned Domestic Manufacturing such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed of more than three years by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued)years, which was or is owned or leased by the Guarantor Company or a Wholly-Owned Domestic Manufacturing Restricted Subsidiary and which has been or is to be sold or transferredtransferred by the Company or such Restricted Subsidiary, more than 365 180 days after the completion of construction and commencement of full operation all operations thereof by the Guarantor Company or such Wholly-Owned Domestic Manufacturing Restricted Subsidiary, to such bank, insurance Guarantor, lender or investor or to any Person to whom funds have been or are to be advanced by such bank, insurance company, lender or investor on the security of such Principal Property (herein referred to as a “sale and leaseback transaction”"SALE AND LEASEBACK TRANSACTION") unless, either: (i) the Company and its Restricted Subsidiaries would be entitled, pursuant to the provisions described in clause (a) of this Section 4.01, to incur Debt secured by a Lien on such Principal Property in a principal amount equal to or exceeding the Attributable Debt of the Guarantor and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale Sale and leaseback transaction and all other sale and leaseback transactions entered into after the date the Securities of the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 1007(b)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (a) through (i) of the first paragraph of Section 1006) Leaseback Transaction without equally and ratably securing the Securities, would not exceed 10% of Consolidated Net Total AssetsNotes, or (bii) the GuarantorCompany, within 365 180 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two of the following: the Chairman, Chief Executive Officer, Chief Financial Officer, the President, any Vice President, the Treasurer and the Controller of the GuarantorCompany) to the retirement of Securities of any series Outstanding or other indebtedness Funded Debt of the Guarantor Company (other than indebtedness Funded Debt subordinated in right of payment to the SecuritiesNotes) or indebtedness Funded Debt of a Wholly-Owned Domestic Manufacturing Restricted Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such 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 (and, unless otherwise expressly provided with respect to any one or more series of Securities Outstanding, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Guarantor’s right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided PROVIDED that the amount to be so applied will shall be reduced by (iA) the principal amount of Outstanding Securities Notes delivered within 120 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (iiB) the principal amount of any such indebtedness Funded Debt of the Guarantor Company or a Wholly-Owned Domestic Manufacturing Restricted Subsidiary, other than such Securities, Notes voluntarily retired by the Guarantor Company or a Wholly-Owned Domestic Manufacturing Restricted Subsidiary within 120 180 days after such sale or transfer. Notwithstanding transfer to the foregoingTrustee for retirement and cancellation, no excluding in the case of both (A) and (B), retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Notwithstanding the foregoing, where the Guarantor provision or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any sale and leaseback transaction, Attributable Debt will not include any Debt resulting from the guarantee by the Guarantor or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s obligation thereunderpayment at maturity.

Limitations upon Sales and Leasebacks. The Guarantor Company ------------------------------------- will not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement on or after the date the Securities of the applicable series are first issuance by the Company of securities issued pursuant to this instrument with any bank, insurance company or other lender or investor (other than the Guarantor Company or another Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the Guarantor Company or any such Wholly-Owned Domestic Manufacturing 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 Guarantor Company or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been or is to be sold or transferred, more than 365 120 days after the completion of construction and commencement of full operation thereof by the Guarantor Company or such Wholly-Owned Domestic Manufacturing Subsidiary, to such bank, insurance Guarantor, lender or investor or to any Person to whom funds have been or are to be advanced by such bank, insurance company, lender or investor on the security of such Principal Property (herein referred to as a “"sale and leaseback transaction”") unless, either: (a) the Attributable Debt of the Guarantor Company and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date the Securities of the applicable series are first issuance by the Company of securities issued pursuant to this instrument (other than such sale and leaseback transactions as are permitted by Section 1007(b1009(b)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (a) through (i) of the first paragraph of Section 10061008) without equally and ratably securing the Securities, would not exceed 10% of Consolidated Net Total Tangible Assets, or (b) the GuarantorCompany, within 365 120 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two of the following: the Chairman, Chief Executive Officer, Chief Financial Officer, the President, any Vice President, the Treasurer and the Controller of the GuarantorCompany) to the retirement of Securities of any series Outstanding or other indebtedness of the Guarantor Company (other than indebtedness subordinated in right of payment to the Securities) or indebtedness of a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such 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 (and, unless otherwise expressly provided with respect to any one or more series of Securities OutstandingSecurities, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Guarantor’s Company's right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied will shall be reduced by (i) the -------- principal amount of Outstanding Securities delivered within 120 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Guarantor Company or a Wholly-Owned Domestic Manufacturing Subsidiary, other than such Securities, voluntarily retired by the Guarantor Company or a Wholly-Owned Domestic Manufacturing Subsidiary within 120 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Notwithstanding the foregoing, where the Guarantor Company or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any sale and leaseback transaction, Attributable Debt will shall not include any Debt resulting from the guarantee by the Guarantor Company or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s 's obligation thereunder.