Common use of Restriction on Sale and Leaseback Transactions Clause in Contracts

Restriction on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or (b) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.

Restriction on Sale and Leaseback Transactions. The Issuer Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, sell enter into any arrangement with any Person (other than the Company or transfer (except a Subsidiary), or to which any such Person is a party, providing for the leasing to the Issuer Company or to one or more Restricted Subsidiaries, or both) a Subsidiary of any Principal Property owned by it and which that has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or such Subsidiary to such sale Person or transfer with the intention (i) of taking back a lease on such property to any other Person (other than the Company or a lease for a period not exceeding 36 months) and (ii) that Subsidiary), to which the use funds have been or are to be advanced by such Person on the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration security of the term leased property (a “sale and leaseback transaction”); provided, however, the Company or any of such lease (its Subsidiaries may enter into a sale and leaseback transaction if any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless of the following occurs: (a) the Issuer or such Restricted Subsidiary would be entitledlease is for a period, pursuant to the provisions including renewal rights, of Section 3.6, to incur Secured Debt equal not in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or excess of three years; (b) the Issuer sale or transfer of the Principal Property is made at the time of, or within 360 days after, the later of its acquisition or completion of construction; (c) the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds; (d) the transaction is between the Company and a Subsidiary or between Subsidiaries; (e) the Company or a Restricted Subsidiary, within 360 days after the Company or a Subsidiary shall apply makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the property Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the board of directors) to: (i) the retirement of the Notes or the Company’s other Funded Debt ranking on a parity with or senior to the Notes, or the retirement (other than any mandatory retirement), within 120 days of the effective date securities or other Funded Debt of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted a Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (ix) the aggregate principal amount of any Securities Notes (or other notes or debentures constituting such Funded Debt) delivered within 120 days of the effective date of any such arrangement 360-day period to the Trustee for retirement and cancellationcancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 360 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (i) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (ii) the purchase of other property which shall constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or (f) after giving effect to the transaction, the aggregate principal amount of all Attributable Debt with respect to such indebtedness transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (other than with the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days exception of the effective date secured Debt which is excluded as described in Section 4.1), would not exceed 15% of any such arrangementConsolidated Net Tangible Assets.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), ) unless either: (a1) the Issuer The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (b1) to (11), inclusive, of Section 1007; or (2) the Issuer Company within 120 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman of the Board of the Company, its President, its Chief Financial Officer, its Chief Operating Officer, its Treasurer or its Vice President, General Counsel) to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iiB) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer or a Restricted Subsidiary Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (a)(2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in subdivision (a) of this Section, the Company and its Restricted Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction, provided, that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this subdivision (b), together with the aggregate amount of all outstanding Debt incurred pursuant to Section 1007(b), does not at such time exceed the greater of (a) 25% of Consolidated Net Tangible Assets of the effective date Company or (b) $30,000,000. (c) A Sale and Leaseback Transaction shall not be deemed to result in the creation of any such arrangementa Lien.

Restriction on Sale and Leaseback Transactions. The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Restricted Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or any Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Operating Property owned by it and which has been in full operation for or is to be sold or transferred, more than 120 days prior after the acquisition thereof or the completion of construction and commencement of full operation thereof, by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Operating Property (any such transaction being herein referred to as a "Sale sale and Leaseback Transactionleaseback transaction"), ) unless either: (a1) the Issuer Company or such Restricted Subsidiary would be entitled, could create Secured Debt pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage 1008 on the property Operating 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 Debt Securities, or or (b2) the Issuer Company, within 180 days after the sale or transfer shall have been made by the Company or by any such Restricted Subsidiary, applies or causes a Restricted Subsidiary shall to apply an amount equal to the greater of (i) the net proceeds of the sale of the Operating Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Operating Property so sold and leased back at the time of entering into such arrangements (as determined by any two of the following: the Chairman of the Board of the Company, its Chief Executive Officer, its President, any Vice President of the Company, its Treasurer and its Controller) to the retirement (other than any mandatory retirement), within 120 days of Debt of the effective date of any such arrangementCompany, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, provided that the amount to be so applied to the retirement of such indebtedness Debt of the Company or a Restricted Subsidiary shall be reduced by (ia) the aggregate principal amount of any Debt Securities delivered within 120 180 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iib) the aggregate principal amount of Debt having a stated maturity more than 12 months from the date of such indebtedness (other application or which is extendible at the option of the obligor thereon to a date more than 12 months from the Securities) date of such application voluntarily retired by the Issuer 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. A sale and leaseback transaction permitted under this Section 1009 will not be deemed to result in the creation of a Restricted Subsidiary within 120 days of the effective date of any such arrangementMortgage.

Restriction on Sale and Leaseback Transactions. The Issuer After the date hereof, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) enter into any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, entitled to incur Secured Debt pursuant to Section 4.03 (other than by reason of the provisions of subparagraphs (a) through (f), inclusive, of said Section) in an amount equal in amount to the amount realized or to be realized upon Attributable Debt in respect of such sale or transfer secured by a mortgage on the property to be leased Sale and Leaseback Transaction without equally and ratably securing the Securities, Securities as provided in said Section or (b) each of the Issuer following conditions is satisfied: (i) the Company shall promptly give notice of such sale or transfer to the Trustee; (ii) the net proceeds of such sale or transfer are at least equal to the fair value (as determined in good faith by a Board Resolution, a copy of which has been delivered by the Company to the Trustee) of the property which is the subject of such sale or transfer; and (iii) the Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement)apply, within 120 days of one year after the effective date of any such arrangementsale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of indebtedness for money borrowed the sale or transfer of the property which is the subject of such sale or transfer to the optional redemption of Securities in accordance with the provisions of Article 3 at the redemption price applicable at the time of such redemption, or to the repayment of other Funded Debt owing by the Issuer Company or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities, or in part to such redemption and in part to such repayment; provided, however, that if pursuant to clause (b) above the Company commits to apply an amount at least equal to the net proceeds of a sale or transfer to the redemption of the Securities or to the repayment of other Funded Debt, such commitment shall be made in a written instrument delivered by the Company to the Trustee and shall require the Company to so apply said amount within 18 months after the effective date of such sale or transfer, and it shall constitute a breach of the provisions of this Section 4.04 if the Company shall fail so to apply said amount in satisfaction of such commitment; and, provided, further, that in lieu of applying an amount equal to all or part of such net proceeds to such redemption or repayment, the Company may, within one year after such sale or transfer, deliver to the Trustee Securities (other than Securities made the basis of a reduction in any mandatory sinking fund payment under the terms of the Securities of any series) for cancellation and thereby reduce the amount to be so applied to the retirement redemption of such indebtedness shall be reduced Securities pursuant to clause (b) above by (i) an amount equal to the aggregate principal amount of any Securities so delivered. Securities redeemed or delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangementcancellation pursuant to this Section 4.04 shall not be used as credits against mandatory sinking fund payments.

Restriction on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than property, except a lease for a temporary period (not exceeding 36 months) ), and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or (b) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.. The term "value" shall mean, with respect to a Sale and Leaseback Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds of the sale of the property leased pursuant to such Sale and Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale and 15

Restriction on Sale and Leaseback Transactions. The Issuer Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, sell enter into any arrangement with any Person (other than the Company or transfer (except a Subsidiary), or to which any such Person is a party, providing for the leasing to the Issuer Company or to one or more Restricted Subsidiaries, or both) a Subsidiary of any Principal Property owned by it and which that has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or such Subsidiary to such sale Person or transfer with the intention (i) of taking back a lease on such property to any other Person (other than the Company or a lease for a period not exceeding 36 months) and (ii) that Subsidiary), to which the use funds have been or are to be advanced by such Person on the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration security of the term leased property (a “sale and leaseback transaction”) involving any Principal Property, provided, however, the Company or any of such lease (its Subsidiaries may enter into a sale and leaseback transaction if any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless of the following occurs: (a) the Issuer or such Restricted Subsidiary would be entitledlease is for a period, pursuant to the provisions including renewal rights, of Section 3.6, to incur Secured Debt equal not in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or excess of three years; (b) the Issuer sale or transfer of the Principal Property is made at the time of, or within 360 days after, the later of its acquisition or completion of construction; (c) the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds; (d) the transaction is between the Company and a Subsidiary or between Subsidiaries; (e) the Company or a Restricted Subsidiary, within 360 days after the Company or a Subsidiary shall apply makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the property Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the board of directors) to: (i) the retirement of the Notes or the Company’s other Funded Debt ranking on a parity with or senior to the Notes, or the retirement (other than any mandatory retirement), within 120 days of the effective date securities or other Funded Debt of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted a Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (ix) the aggregate principal amount of any Securities Notes (or other notes or debentures constituting such Funded Debt) delivered within 120 days of the effective date of any such arrangement 360-day period to the Trustee for retirement and cancellationcancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 360 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (i) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (ii) the purchase of other property which shall constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or (f) after giving effect to the transaction, the aggregate principal amount of all Attributable Debt with respect to such indebtedness transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (other than with the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days exception of the effective date secured Debt which is excluded as described in Section 4.1), would not exceed 15% of any such arrangementConsolidated Net Tangible Assets.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), ) unless either: (a1) the Issuer The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (b1) to (11), inclusive, of Section 1007; or (2) the Issuer Company within 120 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the value net proceeds of the property so sale of the Principal Property sold and leased back pursuant to such arrangement to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iiB) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer or a Restricted Subsidiary Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (a)(2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in subdivision (a) of this Section, the effective date Company and its Restricted Subsidiaries, or any of any them, may enter into a 56 Sale and Leaseback Transaction, provided, that at the time of such arrangementtransaction, after giving effect thereto, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this subdivision (b), together with the aggregate amount of all outstanding Debt incurred pursuant to Section 1007(b), does not at such time exceed 10% of Consolidated Total Assets. (c) A Sale and Leaseback Transaction shall not be deemed to result in the creation of a Lien.

Restriction on Sale and Leaseback Transactions. The Issuer Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, sell enter into any arrangement with any Person (other than the Company or transfer (except a Subsidiary), or to which any such Person is a party, providing for the leasing to the Issuer Company or to one or more Restricted Subsidiaries, or both) a Subsidiary of any Principal Property owned by it and which that has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or such Subsidiary to such sale Person or transfer with the intention (i) of taking back a lease on such property to any other Person (other than the Company or a lease for a period not exceeding 36 months) and (ii) that Subsidiary), to which the use funds have been or are to be advanced by such Person on the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration security of the term of such lease leased property (any such transaction being herein referred to as a "Sale “sale and Leaseback Transaction"leaseback transaction”), unless provided, however, the Company or any of its Subsidiaries may enter into a sale and leaseback transaction if any of the following occurs: (a) the Issuer or such Restricted Subsidiary would be entitledlease is for a period, pursuant to the provisions including renewal rights, of Section 3.6, to incur Secured Debt equal not in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or excess of three years; (b) the Issuer sale or transfer of the Principal Property is made at the time of, or within 360 days after, the later of its acquisition or completion of construction; (c) the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds; (d) the transaction is between the Company and a Subsidiary or between Subsidiaries; (e) the Company or a Restricted Subsidiary, within 360 days after the Company or a Subsidiary shall apply makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the property Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the board of directors) to: (i) the retirement of the Notes or the Company’s other Funded Debt ranking on a parity with or senior to the Notes, or the retirement (other than any mandatory retirement), within 120 days of the effective date securities or other Funded Debt of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted a Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (ix) the aggregate principal amount of any Securities Notes (or other notes or debentures constituting such Funded Debt) delivered within 120 days of the effective date of any such arrangement 360-day period to the Trustee for retirement and cancellationcancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 360 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (i) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (ii) the purchase of other property which shall constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or (f) after giving effect to the transaction, the aggregate principal amount of all Attributable Debt with respect to such indebtedness transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (other than with the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days exception of the effective date secured Debt which is excluded as described in Section 4.1), would not exceed 15% of any such arrangementConsolidated Net Tangible Assets.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Restricted Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), ) unless either: (ai) the Issuer Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (bi) to (xi), inclusive, of Section 10.02; or (ii) the Issuer Company within 270 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (A) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (B) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman or a Vice Chairman of the Board of the Company, its President, its Chief Financial Officer, its Vice President of Finance, if any, its Treasurer or its Controller) to (x) the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, provided that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (i1) the aggregate principal amount of any Securities delivered within 120 270 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellationcancelation, and (ii2) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer Company within 270 days after such sale or (y) or the purchase, construction or development of other property, facilities or equipment used or useful in the Company's or its Restricted Subsidiaries' business. Notwithstanding the foregoing, no retirement referred to in this clause (a)(ii) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in subsection (a) of this Section, the Company and its Restricted Subsidiaries, or any of them, may enter into a Restricted Subsidiary within 120 days Sale and Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto and to the retirement of any Funded Debt which is concurrently being retired, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this subsection (b), together with the aggregate amount of all outstanding debt incurred pursuant to subsection (b) of Section 10.02, does not at such time exceed the greater of (i) $100,000,000 or (ii) 25% of Consolidated Net Tangible Assets of the effective date Company. (c) A Sale and Leaseback Transaction shall not be deemed to result in the creation of any such arrangementa Lien.

Restriction on Sale and Leaseback Transactions. The Issuer will notNeither the Company nor any Subsidiary shall enter into any arrangement with any Person (other than the Company or a Subsidiary), and will not permit or to which any Restricted Subsidiary tosuch Person is a party, sell or transfer (except providing for the leasing to the Issuer Company or to one or more Restricted Subsidiaries, or both) a Subsidiary of any Principal Property owned by it and which that has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or such Subsidiary to such sale Person or transfer with the intention (i) of taking back a lease on such property to any other Person (other than the Company or a lease for a period not exceeding 36 months) and (ii) that Subsidiary), to which the use funds have been or are to be advanced by such Person on the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration security of the term of such lease leased property (any such transaction being herein referred to as a "Sale “sale and Leaseback Transaction"leaseback transaction”); provided, unless however, this limitation shall not apply if: (a) the Issuer or such Restricted Subsidiary would be entitledlease is for a period, pursuant to the provisions including renewal rights, of Section 3.6, to incur Secured Debt equal not in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or excess of three years; (b) the Issuer sale or transfer of the Principal Property is made at the time of, or within 120 days after, the later of its acquisition or completion of construction; (c) the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds; (d) the transaction is between the Company and a Subsidiary or between Subsidiaries; (e) the Company or a Restricted Subsidiary, within 120 days after the Company or a Subsidiary shall apply makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the property Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the board of directors) to: (i) the retirement of the Notes or the Company’s other Funded Debt ranking on a parity with or senior to the Notes, or the retirement (other than any mandatory retirement), within 120 days of the effective date securities or other Funded Debt of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted a Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (ix) the aggregate principal amount of any Securities Notes (or other notes or debentures constituting such Funded Debt) delivered within 120 days of the effective date of any such arrangement 120-day period to the Trustee for retirement and cancellationcancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 120 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (A) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (ii) the purchase of other property which shall constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or (f) after giving effect to the transaction, the aggregate principal amount of all Attributable Debt with respect to such indebtedness transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (other than with the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days exception of the effective date secured Debt which is excluded as described in Section 4.1), would not exceed 15% of any such arrangementConsolidated Net Tangible Assets.

Restriction on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or -22- 29 more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or (b) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.

Restriction on Sale and Leaseback Transactions. The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Restricted Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "“Sale and Leaseback Transaction"), ”) unless (a) either: the Issuer Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each Series then Outstanding, to incur Debt secured by a Lien on such property, pursuant to paragraphs (i) to (xiii), inclusive, of Section 10.02; or the Company within 360 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary, applies an amount not less than the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement to (bx) the Issuer or a Restricted Subsidiary shall apply an amount equal to the value retirement of Funded Debt of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, provided that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (i1) the aggregate principal amount of any Securities delivered within 120 360 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (ii2) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer Company within 360 days after such sale or (y) the purchase, construction or development of other property, facilities or equipment used or useful in the Company’s or its Restricted Subsidiaries’ business. Notwithstanding the foregoing, no retirement referred to in this clause (a)(ii) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. This restriction will not apply to a Sale and Leaseback Transaction between the Company and a Restricted Subsidiary within 120 days or between Restricted Subsidiaries or involving the taking back of a lease for a period of less than three years. Notwithstanding the restrictions contained in subsection (a) of this Section, the Company and its Restricted Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto and to the retirement of any Funded Debt which is concurrently being retired, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this subsection (b), together with the aggregate amount of all outstanding Debt incurred pursuant to subsection (b) of Section 10.02, does not at such time exceed the greater of (i) $300,000,000 or (ii) 15% of Consolidated Net Tangible Assets of the effective date Company. A Sale and Leaseback Transaction shall not be deemed to result in the creation of any such arrangementa Lien.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Restricted Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "Sale and Leaseback TransactionSALE AND LEASEBACK TRANSACTION"), ) unless either: (a1) the Issuer The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (b1) to (10), inclusive, of Section 1007; or (2) the Issuer Company within 120 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman or a Vice Chairman of the Board of the Company, its President, its Chief Financial Officer, its Vice President of Finance, its Treasurer or its Controller) to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iiB) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer or a Restricted Subsidiary Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (a)(2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in subdivision (a) of this Section, the Company and its Restricted Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction, provided, that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this subdivision (b), together with the aggregate amount of all outstanding debt incurred pursuant to subdivision (b) of Section 1007, does not at such time exceed 25% of Consolidated Net Tangible Assets of the effective date Company. (c) A Sale and Leaseback Transaction shall not be deemed to result in the creation of any such arrangementa Lien.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), ) unless either: (a1) the Issuer The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (b1) to (11), inclusive, of Section 1007; or (2) the Issuer Company within 120 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman or a Vice Chairman of the Board of the Company, its President, its Chief Financial Officer, its Vice President of Finance, its Treasurer or its Controller) to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iiB) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer or a Restricted Subsidiary Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (a)(2) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in subdivision (a) of this Section, the effective date Company and its Restricted Subsidiaries, or any of any them, may enter into a Sale and Leaseback Transaction, provided, that at the time of such arrangement.transaction, after giving effect thereto, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this subdivision (b),

Restriction on Sale and Leaseback Transactions. The Issuer Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, sell enter into any arrangement with any Person (other than the Company or transfer (except a Subsidiary), or to which any such Person is a party, providing for the leasing to the Issuer Company or to one or more Restricted Subsidiaries, or both) a Subsidiary of any Principal Property owned by it and which that has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or such Subsidiary to such sale Person or transfer with the intention (i) of taking back a lease on such property to any other Person (other than the Company or a lease for a period not exceeding 36 months) and (ii) that Subsidiary), to which the use funds have been or are to be advanced by such Person on the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration security of the term leased property (a “sale and leaseback transaction”) involving any Principal Property, provided, however, the Company or any of such lease (its Subsidiaries may enter into a sale and leaseback transaction if any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless of the following occurs: (a) the Issuer or such Restricted Subsidiary would be entitledlease is for a period, pursuant to the provisions including renewal rights, of Section 3.6, to incur Secured Debt equal not in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securities, or excess of three years; (b) the Issuer sale or transfer of the Principal Property is made at the time of, or within 360 days after, the later of its acquisition or completion of construction; (c) the lease secures or relates to industrial revenue bonds, pollution control bonds or other similar types of bonds; (d) the transaction is between the Company and a Subsidiary or between Subsidiaries; (e) the Company or a Restricted Subsidiary, within 360 days after the Company or a Subsidiary shall apply makes a sale or transfer, applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the property Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the board of directors) to: (i) the retirement of the Notes or the Company’s other Funded Debt ranking on a parity with or senior to the Notes, or the retirement (other than any mandatory retirement), within 120 days of the effective date securities or other Funded Debt of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted a Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness the Company’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (ix) the aggregate principal amount of any Securities Notes (or other notes or debentures constituting such Funded Debt) delivered within 120 days of the effective date of any such arrangement 360 day period to the Trustee for retirement and cancellationcancellation and (y) the principal amount of such Funded Debt, other than items referred to in the preceding clause (x), voluntarily retired by the Company or a Subsidiary within 360 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (i) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (ii) the purchase of other property which shall constitute a Principal Property having a fair market value, in the Company’s determination, at least equal to the fair market value of the Principal Property leased in such sale and leaseback transaction; or (f) after giving effect to the transaction, the aggregate principal amount of all Attributable Debt with respect to such indebtedness transactions plus all Debt secured by Liens on Principal Properties, or on shares of capital stock or Debt of Subsidiaries (other than with the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days exception of the effective date secured Debt which is excluded as described in Section 4.1), would not exceed 15% of any such arrangementConsolidated Net Tangible Assets.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Subsidiary) or to one which any such lender or more Restricted Subsidiariesinvestor is a party, providing for the leasing by the Company or both) a Subsidiary for a period, including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Subsidiary to such sale lender or transfer with investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "“Sale and Leaseback Transaction"), ”) unless (a) the Issuer or such Restricted Subsidiary would be entitled, pursuant to Company within 180 days after the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured shall have been made by the Company or by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSubsidiary, or (b) the Issuer or a Restricted Subsidiary shall apply applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman or a Vice Chairman of the Board of the Company, its President, its Chief Financial Officer, its Vice President of Finance, its Treasurer or its Controller) to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iiB) the aggregate principal amount of Funded Debt, other than Securities, voluntarily retired by the Company within 120 days after such indebtedness sale. Notwithstanding the foregoing, no retirement referred to in this Section 1008(a) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in Section 1008(a), the Company and its Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction, provided, that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this Section 1008(b) plus the aggregate amount of Debt secured by Liens (other than the SecuritiesDebt secured by Liens pursuant to paragraphs (1) retired by the Issuer or a Restricted Subsidiary within 120 days through (10), inclusive, of Section 1007(a)) does not at such time exceed 10% of Consolidated Net Tangible Assets of the effective date Company. (c) A Sale and Leaseback Transaction shall not be deemed to result in the creation of any such arrangementa Lien.

Restriction on Sale and Leaseback Transactions. The Issuer Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer Company or to one or more Restricted Subsidiaries, or both) any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than property, except a lease for a temporary period (not exceeding 36 months) ), and (ii) that the use by the Issuer Company or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.63.2, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesNotes, or (b) the Issuer Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement), within 120 days of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer Company or any Restricted Subsidiary (other than such indebtedness owned by the Issuer Company or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the IssuerCompany, is not subordinate and junior in right of payment to the prior payment of the SecuritiesNotes; provided, however, that the amount to be so applied to the retirement of such indebtedness shall be reduced by (i) the aggregate principal amount of any Securities Notes delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the SecuritiesNotes) retired by the Issuer Company or a Restricted Subsidiary within 120 days of the effective date of any such arrangement.

Restriction on Sale and Leaseback Transactions. The Issuer After the date hereof, the Guarantor will not, and will not cause or permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) enter into any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Guarantor or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, entitled to incur Secured Debt only by reason of the last paragraph of Section 5.05 equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on value of the property to be leased Sale and Leaseback Transaction without equally and ratably securing the Securities, Securities as provided in Section 5.05 or (b) the Issuer Guarantor or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement)apply, within 120 days of one year after the effective date of any such arrangementsale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of indebtedness for money borrowed by the Issuer sale of the property sold and transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction to (1) the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon such acquisition, construction, development or improvement will be, a Principal Facility or a part thereof or (2) the optional redemption of Securities in accordance with the provisions of Article IV and at the redemption price applicable at the time of such redemption, or the repayment of Superior Indebtedness of the Guarantor or of any Restricted Subsidiary (other than such indebtedness owned by Superior Indebtedness owed to the Issuer Guarantor or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation ), or in part to such acquisition, construction, development or improvement and which, in the case of part to such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securitiesredemption or repayment; provided, howeverthat in lieu of applying an amount equal to all or part of such net proceeds to such redemption, that the Guarantor may, within one year after such sale or transfer, deliver to the Trustee Securities (other than Securities made the basis of a reduction in any mandatory sinking fund payment provisions contained in any series of Securities) for cancellation and thereby reduce the amount to be so applied to the retirement redemption of such indebtedness shall be reduced Securities pursuant to clause (2) above by (i) an amount equal to the aggregate principal amount of any Securities so delivered. Securities redeemed or delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangementcancellation pursuant to this Section 5.06 shall not be used as credits against mandatory sinking fund payments.

Restriction on Sale and Leaseback Transactions. The Issuer After the date hereof, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (except to the Issuer or to one or more Restricted Subsidiaries, or both) enter into any Principal Property owned by it and which has been in full operation for more than 120 days prior to such sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term of such lease (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, entitled to incur Secured Debt only by reason of the last paragraph of Section 5.08 equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on value of the property to be leased Sale and Leaseback Transaction without equally and ratably securing the Securities, Securities as provided in said Section or (b) the Issuer Company or a Restricted Subsidiary shall apply an amount equal to the value of the property so leased to the retirement (other than any mandatory retirement)apply, within 120 days of one year after the effective date of any such arrangementsale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of indebtedness for money borrowed by the Issuer sale of the property sold or transferred or to be sold or to be transferred pursuant to such Sale and Leaseback Transaction to (1) the acquisition, construction, development or improvement of properties, facilities or equipment which are, or, upon such acquisition, construction development or improvement will be, a Principal Facility or a part thereof or (2) the optional redemption of Securities in accordance with the provisions of Article 3 and at the redemption price applicable at the time of such redemption, or to the repayment of Superior Indebtedness of the Company or of any Restricted Subsidiary (other than such indebtedness owned by Superior Indebtedness owed to the Issuer Company or any Restricted Subsidiary) which was recorded as funded debt as ), or in part to such acquisition, construction, development or improvement and in part so such redemption or repayment; provided that in lieu of the date of its creation and which, in the case applying an amount equal to all or part of such indebtedness of net proceeds to such redemption, the IssuerCompany may, is not subordinate and junior in right of payment within one year after such sale or transfer, deliver to the prior Trustee Securities (other than Securities made the basis of a reduction in any mandatory sinking fund payment provisions contained in any series of the Securities; provided, however, that ) for cancellation and thereby reduce the amount to be so applied accrued to the retirement redemption of such indebtedness shall be reduced Securities pursuant to clause (2) above by (i) an amount equal to the aggregate principal amount of any Securities so delivered. Securities redeemed or delivered within 120 days of the effective date of any such arrangement to the Trustee for retirement and cancellation, and (ii) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Issuer or a Restricted Subsidiary within 120 days of the effective date of any such arrangementcancellation pursuant to this Section 5.09 shall not be used as credits against mandatory sinking fund payments.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Restricted Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "`Sale and Leaseback Transaction"), ') unless either: (ai) the Issuer The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (bi) to (x), inclusive, of paragraph (a) of Section 5.07; or (ii) the Issuer Company within 120 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman or a Vice Chairman of the Board of the Company, its President, its Chief Financial Officer, its Vice President of Finance, its Treasurer or its Controller) to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee under the 1994 Indenture for retirement and cancellation, and (iiB) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer or a Restricted Subsidiary Company within 120 days after such sale. Notwithstanding the foregoing, no retirement referred to in this paragraph (a)(ii) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. (b) Notwithstanding the restrictions contained in paragraph (a) of this Section, the Company and its Restricted Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction, provided, that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time which could not have been entered into except for the provisions of this paragraph (b) does not at such time exceed 10% of Consolidated Net Tangible Assets of the effective date Company. (c) A Sale and Leaseback Transaction shall not be deemed to result in the creation of any such arrangementa Lien.

Restriction on Sale and Leaseback Transactions. The Issuer will notNeither the Guarantor nor any Subsidiary shall enter into any arrangement with any Person (other than the Guarantor or a Subsidiary), and will not permit or to which any Restricted Subsidiary tosuch Person is a party, sell or transfer (except providing for the leasing to the Issuer Guarantor or to one or more Restricted Subsidiaries, or both) a Subsidiary of any Principal Property owned by it and which that has been in full operation for more than 120 days prior or is to be sold or transferred by the Corporation or such Subsidiary to such Person or to any other Person (other than the Guarantor or a Subsidiary), to which the funds have been or are to be advanced by such Person on the security of the leased property (a “sale and leaseback transaction”), provided, however, this limitation shall not apply if: (1) the lease is for a period, including renewal rights, of not in excess of three years; (2) the sale or transfer with the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary of such property will be discontinued on or before the expiration of the term Principal Property is made at the time of, or within 120 days after, the later of such lease its acquisition or completion of construction; (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), unless (a3) the Issuer lease secures or such Restricted relates to industrial revenue bonds, pollution control bonds or other similar types of bonds; (4) the transaction is between the Guarantor and a Subsidiary would be entitledor between Subsidiaries; (5) the Guarantor or a Subsidiary, pursuant to within 120 days after the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized Guarantor or to be realized upon such a Subsidiary makes a sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Securitiestransfer, or (b) the Issuer or a Restricted Subsidiary shall apply applies an amount equal to the greater of the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the property Principal Property so leased at the time of entering into such arrangement (as determined in any manner approved by the board of directors) to: (A) the retirement of the Notes or the Guarantor’s other Funded Debt ranking on a parity with or senior to the Notes, or the retirement (other than any mandatory retirement), within 120 days of the effective date securities or other Funded Debt of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted a Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities; provided, however, that the amount to be so applied to the retirement of such indebtedness the Guarantor’s Funded Debt or a Subsidiary’s Funded Debt shall be reduced by (ix) the aggregate principal amount of any Securities Notes (or other notes or debentures constituting such Funded Debt) delivered within 120 days of the effective date of any such arrangement 120-day period to the Trustee trustee for retirement and cancellation, cancellation and (iiy) the aggregate principal amount of such indebtedness (Funded Debt, other than items referred to in the Securities) preceding clause (x), voluntarily retired by the Issuer Guarantor or a Restricted Subsidiary within 120 days after such sale; and provided further, that notwithstanding the foregoing, no retirement referred to in this subclause (A) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or (B) the purchase of other property which shall constitute a Principal Property having a fair market value, in the Guarantor’s determination, at least equal to the fair market value of the effective date Principal Property leased in such sale and leaseback transaction; or (6) after giving effect to the transaction, the aggregate amount of any all Attributable Debt with respect to such arrangementtransactions plus all Debt secured by Liens on Principal Properties, or on shares of Capital Stock or Debt of Subsidiaries (with the exception of secured Debt which is excluded as described in Section 4.2), would not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Sale and Leaseback Transactions. (a) The Issuer Company will notnot itself, and it will not permit any Restricted Subsidiary to, sell enter into any arrangement with any bank, insurance company or transfer other lender or investor (except to not including the Issuer Company or any Subsidiary) or to one which any such lender or more investor is a party, providing for the leasing by the Company or a Restricted SubsidiariesSubsidiary for a period, or both) including renewals, in excess of three years of any Principal Property owned by it and which has been in full operation for more than 120 days prior or is to be sold or transferred by the Company or any Restricted Subsidiary to such sale lender or transfer with investor or to any person to whom funds have been or are to be advanced by such lender or investor on the intention (i) of taking back a lease on such property (other than a lease for a period not exceeding 36 months) and (ii) that the use by the Issuer or such Restricted Subsidiary security of such property will be discontinued on or before the expiration of the term of such lease Principal Property (any such transaction being herein referred to as a "Sale and Leaseback Transaction"), ) unless either: (a1) the Issuer The Company or such Restricted Subsidiary would would, at the time of entering into such arrangement, be entitled, pursuant to the provisions of Section 3.6, to incur Secured Debt equal in amount to the amount realized or to be realized upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the SecuritiesSecurities of each series then Outstanding, or to incur Debt secured by a Lien on such property, pursuant to paragraphs (b1) to (11), inclusive, of Section 1007; or (2) the Issuer Company within 120 days after the sale or transfer shall have been made by the Company or by a Restricted Subsidiary shall apply Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman or a Vice Chairman of the Board of the Company, its President, its Chief Financial Officer, its Vice President of Finance, its Treasurer or its Controller) to the retirement (other than any mandatory retirement), within 120 days of Funded Debt of the effective date of any such arrangement, of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (other than such indebtedness owned by the Issuer or any Restricted Subsidiary) which was recorded as funded debt as of the date of its creation and which, in the case of such indebtedness of the Issuer, is not subordinate and junior in right of payment to the prior payment of the SecuritiesCompany; provided, however, that the amount to be so applied to the retirement of such indebtedness Funded Debt of the Company shall be reduced by (iA) the aggregate principal amount of any Securities delivered within 120 days of the effective date of any after such arrangement sale to the Trustee for retirement and cancellation, and (iiB) the aggregate principal amount of such indebtedness (Funded Debt, other than the Securities) , voluntarily retired by the Issuer or a Restricted Subsidiary Company within 120 days of after such sale. Notwithstanding the effective date of any such arrangement.foregoing, no retirement referred to in this clause