Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0.

Limitation on Incurrence of Additional Indebtedness. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCURincur") any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0.

Limitation on Incurrence of Additional Indebtedness. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCURincur") ), any Indebtedness (other than including Acquired Indebtedness but excluding Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company and the Subsidiary Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0. Indebtedness of a Person which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary of the Company (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time of the Asset Acquisition.

Limitation on Incurrence of Additional Indebtedness. The Indenture shall provide that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, after the Issue Date, directly or indirectly, create, incur, assume, guarantee, acquire, acquire or become liable, contingently or otherwise, with respect to, or otherwise become responsible for the payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); PROVIDED. Notwithstanding the foregoing limitations, HOWEVERthe Company and, that subject to compliance with the covenant "Guarantees by Restricted Subsidiaries." Restricted Subsidiaries may incur Indebtedness if (i) no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Indebtedness and (iii) the Company may incur Indebtedness (includingConsolidated Fixed Charge Coverage Ratio of the Company, without limitation, Acquired Indebtedness) if measured on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 2.0:1. No Indebtedness incurred pursuant to 1.0 and (ii) the next preceding sentence shall be included in calculating any Restricted Subsidiary limitation set forth in the definition of Permitted Indebtedness. Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company may incur in its sole discretion designate which provision such Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0shall have been incurred under.

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCURincur") any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company and the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0 if such Indebtedness is incurred on or before May 15, 2003 and (ii) any Restricted Subsidiary of the Company may incur 2.25 to 1.0 if such Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0incurred thereafter.

Limitation on Incurrence of Additional Indebtedness. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCURincur") any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that that, at any time after the Conversion Date, if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0.

Limitation on Incurrence of Additional Indebtedness. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become be- come responsible for payment of (collectively, "INCURincur") any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, be- comes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Ac- quired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated ▇▇▇▇▇▇▇- dated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 2.25 to 1.0.

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company or any Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) ), if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0 if such date of incurrence is on or prior to June 1, 2000 and greater than 2.25 to 1.0 thereafter. For purposes of determining any particular amount of Indebtedness under this Section 4.12, (1) guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (ii2) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect Liens granted pursuant to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 equal and ratable provisions referred to 1.0in Section 4.18 shall not be treated as Indebtedness.

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company Issuers or any of their Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 2.00 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.01.00.

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company or any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0 if the Indebtedness is incurred prior to March 1, 2000 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 2.25 to 1.01.0 if the Indebtedness is incurred thereafter.

Limitation on Incurrence of Additional Indebtedness. The Company shall ▇▇▇▇▇▇ Publishing will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR"“incur”) any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue shares of Disqualified Capital Stock and any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Leverage Ratio is of ▇▇▇▇▇▇ Publishing shall not be greater than 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 6.5 to 1.0.

Limitation on Incurrence of Additional Indebtedness. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCURincur") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness); PROVIDED. Notwithstanding the foregoing, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company and its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company's Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 2.50 to 1.0 and (ii) 1.0. No Indebtedness incurred pursuant to the next preceding sentence shall be included in calculating any Restricted Subsidiary limitation set forth in the definition of Permitted Indebtedness. Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company may incur may, in its sole discretion, designate which provision such Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, such Restricted Subsidiary's Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0shall have been incurred under.