Common use of DIVIDEND COVENANT Clause in Contracts

DIVIDEND COVENANT. Section 2.01 The Company hereby covenants and agrees with the Trustee and with the respective bearers and owners of Series B Bonds that so long as any of the Series B Bonds shall be outstanding, the Company will not on or after October 1, 1954, declare or pay a dividend upon its capital stock (other than a dividend payable in shares of its capital stock) or make any other distribution on any shares of its capital stock, or purchase any shares of its capital stock in an amount or amounts exceeding the Dividend Fund hereinafter described, as constituted at the time of the declaration or payment of such dividend or distribution or at the time of such purchase. The Dividend Fund shall be computed by adding to (a) the sum of $2,639,760.58 (b) the net earnings of the Company, determined as hereinafter defined, for the period, considered as a unit, from January 1, 1954, to the close of that quarter which last precedes the date of the declaration of any such proposed dividend or distribution, or date of such purchase; and by subtracting from the total thereof (c) the aggregate amounts theretofore paid out or declared or agreed to be paid out during said period in respect of such dividends, distributions, or purchases. For the purposes of this Covenant, the net earnings of the Company for any such period shall be computed on an accrual basis in accordance with sound accounting practice then current by deducting from the total revenues for such period the total operating expenses and other proper charges to income for such period, including (without in any respect limiting the generality of the foregoing) all taxes, interest on all outstanding indebtedness, amortization of debt discount and expense amortization of all other deferred charges properly subject to amortization, all charges on the Company's books to expense or income to provide for depreciation and all charges for maintenance, but excluding any provision for any Improvement Fund or any Sinking or similar fund for the retirement of debt and any profits and losses from the sale or other disposition of capital assets made in said period; provided however that (1) the charge to earnings and credit to depreciation reserve for said period shall comply with the provisions of Section 4.12 of the Original Indenture, except that for any period less than a year the charge for such period shall be apportioned, at a rate which shall not be less than the annual rate required by Section 4.12 of the Original Indenture, on the balance of the depreciable property as described in said Section 4.12 owned by the Company at the beginning of said year; and (2) net margins shall be adjusted by debits or credits thereto which are offset by adjustments of the hydro-equalization reserve of the Company and, except for said adjustments, net earnings shall not reflect as revenues or as a deduction from revenues any adjustment made during such period (whether made through surplus or income accounts) properly attributable to operations prior to January 1, 1954. In the event that the Company shall merge or consolidate with any other corporation or corporations pursuant to Article XIV of the Original Indenture, the Dividend Fund shall not be increased or diminished by the surplus or deficit of such other corporation or corporations or by its or their earnings, dividends, distributions, or purchases prior to the date of such merger or consolidation.

DIVIDEND COVENANT. Section 2.01 SECTION 4. The Company hereby covenants and agrees with the Trustee and with the respective bearers and owners of Series B Bonds that that, so long as any of the bonds of the Sixty-ninth Series B Bonds shall be outstandingremain Outstanding, the Company will not on or after October 1, 1954, declare or pay a dividend any dividends upon its capital common stock (other than a dividend payable dividends in shares of its capital common stock) or make any other distribution distributions on its common stock or purchase or otherwise retire any shares of its capital common stock, or purchase any shares of its capital stock in an amount or amounts exceeding the Dividend Fund hereinafter describedunless immediately after such declaration, as constituted at the time of the declaration or payment of such dividend payment, purchase, retirement or distribution or (hereinafter in this Section referred to as "Restricted Payments"), and giving effect thereto, the amount arrived at the time of such purchase. The Dividend Fund shall be computed by adding toadding (a) the sum aggregate amount of all such Restricted Payments (other than the dividend of fifty cents ($2,639,760.58.50) per share declared on December 8, 1948 and paid on February 1, 1949 to holders of Common Stock) made by the Company during the period from December 31, 1948, to and including the effective date of the Restricted Payment in respect of which the determination is being made, plus (b) an amount equal to the net earnings aggregate amount of cumulative dividends for such period (whether or not paid) on all preferred stock of the Company, determined as hereinafter defined, for the Company from time to time outstanding during such period, considered as a unitat the rate or rates borne by such preferred stock, from January 1, 1954, to the close of that quarter which last precedes the date of the declaration of any such proposed dividend or distribution, or date of such purchase; and by subtracting from the total thereofplus (c) an amount equal to the aggregate amounts theretofore paid out or declared or agreed to be paid out during said period in respect amount, if any, by which fifteen per centum (15%) of such dividends, distributions, or purchases. For the purposes of this Covenant, the net earnings Gross Operating Revenues of the Company for any such period shall be exceed the aggregate amount during such period expended and/or accrued on its books for maintenance and/or appropriated on its books out of income for property retirement, in each case in respect of the Mortgaged and Pledged Property and/or automotive equipment used primarily in the electric utility business of the Company (but excluding any provisions for amortization of any amounts included in utility plant acquisition adjustment accounts or utility plant adjustment accounts), will not exceed the amount of the aggregate net income of the Company for said period available for dividends (computed on an accrual basis and ascertained in accordance with sound accounting practice then current by deducting from practice, on a cumulative basis, including the total revenues making of proper deductions for such period the total operating expenses and other proper charges to income for any deficits occurring during any part of such period), including (without in any respect limiting the generality plus $3,000,000. The Company further covenants and agrees that not later than May 1 of the foregoing) all taxes, interest on all outstanding indebtedness, amortization of debt discount and expense amortization of all other deferred charges properly subject to amortization, all charges on the Company's books to expense or income to provide for depreciation and all charges for maintenance, but excluding any provision for any Improvement Fund or any Sinking or similar fund for the retirement of debt and any profits and losses from the sale or other disposition of capital assets made in said period; provided however that (1) the charge to earnings and credit to depreciation reserve for said period shall comply each year beginning with the provisions of Section 4.12 of year 1999 it will furnish to the Original Indenture, except that for any period less than Corporate Trustee a year Treasurer's Certificate stating whether or not the charge for such period shall be apportioned, at a rate which shall not be less than Company has fully observed the annual rate required by Section 4.12 of the Original Indenture, on the balance of the depreciable property as described in said Section 4.12 owned restrictions imposed upon it by the Company at the beginning of said year; and (2) net margins shall be adjusted by debits or credits thereto which are offset by adjustments of the hydro-equalization reserve of the Company and, except for said adjustments, net earnings shall not reflect as revenues or as a deduction from revenues any adjustment made during such period (whether made through surplus or income accounts) properly attributable to operations prior to January 1, 1954. In the event that the Company shall merge or consolidate with any other corporation or corporations pursuant to Article XIV of the Original Indenture, the Dividend Fund shall not be increased or diminished by the surplus or deficit of such other corporation or corporations or by its or their earnings, dividends, distributions, or purchases prior to the date of such merger or consolidationcovenant contained in this Section 4.

DIVIDEND COVENANT. Section 2.01 SECTION 4. The Company hereby covenants and agrees with the Trustee and with the respective bearers and owners of Series B Bonds that that, so long as any of the bonds of the Seventieth Series B Bonds shall be outstandingremain Outstanding, the Company will not on or after October 1, 1954, declare or pay a dividend any dividends upon its capital common stock (other than a dividend payable dividends in shares of its capital common stock) or make any other distribution distributions on its common stock or purchase or otherwise retire any shares of its capital common stock, or purchase any shares of its capital stock in an amount or amounts exceeding the Dividend Fund hereinafter describedunless immediately after such declaration, as constituted at the time of the declaration or payment of such dividend payment, purchase, retirement or distribution or (hereinafter in this Section referred to as "Restricted Payments"), and giving effect thereto, the amount arrived at the time of such purchase. The Dividend Fund shall be computed by adding toadding (a) the sum aggregate amount of all such Restricted Payments (other than the dividend of fifty cents ($2,639,760.58.50) per share declared on December 8, 1948 and paid on February 1, 1949 to holders of Common Stock) made by the Company during the period from December 31, 1948, to and including the effective date of the Restricted Payment in respect of which the determination is being made, plus (b) an amount equal to the net earnings aggregate amount of cumulative dividends for such period (whether or not paid) on all preferred stock of the Company, determined as hereinafter defined, for the Company from time to time outstanding during such period, considered as a unitat the rate or rates borne by such preferred stock, from January 1, 1954, to the close of that quarter which last precedes the date of the declaration of any such proposed dividend or distribution, or date of such purchase; and by subtracting from the total thereofplus (c) an amount equal to the aggregate amounts theretofore paid out or declared or agreed to be paid out during said period in respect amount, if any, by which fifteen per centum (15%) of such dividends, distributions, or purchases. For the purposes of this Covenant, the net earnings Gross Operating Revenues of the Company for any such period shall be exceed the aggregate amount during such period expended and/or accrued on its books for maintenance and/or appropriated on its books out of income for property retirement, in each case in respect of the Mortgaged and Pledged Property and/or automotive equipment used primarily in the electric utility business of the Company (but excluding any provisions for amortization of any amounts included in utility plant acquisition adjustment accounts or utility plant adjustment accounts), will not exceed the amount of the aggregate net income of the Company for said period available for dividends (computed on an accrual basis and ascertained in accordance with sound accounting practice then current by deducting from practice, on a cumulative basis, including the total revenues making of proper deductions for such period the total operating expenses and other proper charges to income for any deficits occurring during any part of such period), including (without in any respect limiting the generality plus $3,000,000. The Company further covenants and agrees that not later than May 1 of the foregoing) all taxes, interest on all outstanding indebtedness, amortization of debt discount and expense amortization of all other deferred charges properly subject to amortization, all charges on the Company's books to expense or income to provide for depreciation and all charges for maintenance, but excluding any provision for any Improvement Fund or any Sinking or similar fund for the retirement of debt and any profits and losses from the sale or other disposition of capital assets made in said period; provided however that (1) the charge to earnings and credit to depreciation reserve for said period shall comply each year beginning with the provisions of Section 4.12 of year 2000 it will furnish to the Original Indenture, except that for any period less than Corporate Trustee a year Treasurer's Certificate stating whether or not the charge for such period shall be apportioned, at a rate which shall not be less than Company has fully observed the annual rate required by Section 4.12 of the Original Indenture, on the balance of the depreciable property as described in said Section 4.12 owned restrictions imposed upon it by the Company at the beginning of said year; and (2) net margins shall be adjusted by debits or credits thereto which are offset by adjustments of the hydro-equalization reserve of the Company and, except for said adjustments, net earnings shall not reflect as revenues or as a deduction from revenues any adjustment made during such period (whether made through surplus or income accounts) properly attributable to operations prior to January 1, 1954. In the event that the Company shall merge or consolidate with any other corporation or corporations pursuant to Article XIV of the Original Indenture, the Dividend Fund shall not be increased or diminished by the surplus or deficit of such other corporation or corporations or by its or their earnings, dividends, distributions, or purchases prior to the date of such merger or consolidationcovenant contained in this Section 4.