Common use of Restriction on Payment of Dividends on Common Stock Clause in Contracts

Restriction on Payment of Dividends on Common Stock. The Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding it shall not directly or indirectly (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or declare or make any other distribution on any shares of Common Stock, or (b) make, or permit any subsidiary to make, any expenditures for the purchase, redemption or other retirement for a consideration of any shares of capital stock of the Company (other than in exchange for, or from the net cash proceeds of, other and new shares of capital stock of the Company and other than any shares of any class of stock ranking as to dividends or assets prior to the Common Stock of the Company required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for such class of stock), if the aggregate amount of all such dividends, distributions and expenditures made since September 30, 1989, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 1989 plus the sum of $20,000,000. Net income of the Company for the purpose of this Section shall mean the sum of (a) the total operating revenues of the Company, less an amount equal to the total operating expenses of the Company, including but not limited to (i) all taxes (including without limitation income, excess profits and other taxes imposed on or measured by income or undistributed earnings or income), (ii) rentals, insurance, current repairs and maintenance, (iii) provision for retirements, depreciation or obsolescence, which shall be the amount actually charged by the Company on its books of account (but in respect of depreciable gas utility property not subject to prior liens, shall not be less than the minimum provision for depreciation as defined in Section 1.32 of the Original Indenture), and (iv) all charges on account of interest on indebtedness and on account of debt discount and expense, and (b) net income or loss from the operation of properties other than the trust estate and any other income received (less applicable expenses) or loss incurred by the Company; which sum shall be diminished by an amount equal to all dividends accrued subsequent to September 30, 1989 (whether or not paid) on any outstanding stock of the Company having preference over the Common Stock as to dividends, assets or otherwise, all of the foregoing determined in accordance with generally accepted accounting principles. In determining the net income of the Company for the purpose of this Section, no deduction or adjustment shall be made for or in respect of any charges or credits which under generally accepted accounting principles are not appropriate charges or credits in determining net income, but, in any event, the following items shall be excluded from the computation: (1) expenses in connection with the issuance of stock of the Company and expenses in connection with the redemption or retirement of any securities issued by the Company, including any amount paid in excess of the principal amount or par or stated value of securities redeemed or retired, or, in the event that such redemption or retirement is effected with the proceeds of sale of other securities of the Company, any interest or dividends on the securities redeemed or retired from the date on which the funds required for such redemption or retirement are deposited in trust for such purpose to the date of redemption or retirement, (2) profits or losses from the sale, abandonment or other disposition of property or other assets carried in plant or investment accounts of the Company, or from the reacquisition of any securities of the Company, or taxes in respect of any such profits, (3) any change in or adjustment of the book value of any assets owned by the Company arising from a revaluation thereof, (4) any adjustment (including tax adjustments) applicable to any period prior to October 1, 1989, or (5) amortization or elimination of gas utility property plant adjustment or acquisition accounts or intangibles. The Company covenants that it will not, directly or indirectly, reclassify or otherwise convert Common Stock into any stock preferred over Common Stock as to dividends or upon liquidation.

Restriction on Payment of Dividends on Common Stock. The Company hereby covenants that so So long as any of the Bonds of the 2020 2036 Series shall remain outstanding it outstanding, the Company shall not directly or indirectly (a) declare or pay any dividend (other than dividends payable in Common Stock capital stock of the Company) or declare or make any other distribution on any shares of Common Stock, or (b) make, or permit any subsidiary to make, make any expenditures for the purchase, redemption or other retirement for a consideration of any shares of capital stock Common Stock of the Company (other than in exchange for, or from the net cash proceeds of, other and new shares of capital stock of the Company and other than any shares of any class of stock ranking as to dividends or assets prior to the Common Stock of the Company required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for such class of stockCompany), if (i) after giving effect to and as a result of the declaration or payment of such dividend, distribution or expenditure, a default (as defined in the Indenture) would be deemed to exist or (ii) the aggregate amount of all such dividends, distributions and expenditures made since September 30after December 31, 19892005, would exceed the aggregate amount of the net income of the Company available for such dividends, distributions or retirements, accumulated after September 30December 31, 1989 2005, plus the sum of $20,000,0004,000,000. Net income of the Company for the purpose of this Section shall mean the sum of (a) the total operating revenues of the Company, and other income, less an amount equal to the total operating expenses of the Companyall proper deductions for expenses, including but not limited to (i) all taxes (including without limitation limitation, income, excess profits and other taxes imposed based on or measured by income or undistributed earnings or income), (ii) rentalsinterest charges and other appropriate items, insurance, current repairs including provision for maintenance and maintenance, (iii) provision for retirements, depreciation or obsolescence, obsolescence which shall be the amount actually charged by the Company on its books of account (but in respect of depreciable gas utility property not subject to prior liens, shall liens in an amount not be less than the minimum provision for depreciation depreciation, as defined in Section 1.32 of the Original Indenture), and (iv) all charges on account of interest on indebtedness and on account of debt discount and expense, and (b) net income or loss from the operation of properties other than the trust estate and any other income received (less applicable expenses) or loss incurred by the Company; which sum shall be diminished by an amount equal to after provision for all dividends accrued subsequent to September 30, 1989 (whether or not paid) on any outstanding stock of the Company having preference over the Common Stock as to dividends, assets or otherwise, all of the foregoing and otherwise determined in accordance with generally accepted sound accounting principles. In practice; provided, however, that in determining the net income of the Company for the purpose purposes of this Section, Section no deduction or adjustment shall be made for or in respect of any charges or credits which under generally accepted accounting principles are not appropriate charges or credits in determining net income, but, in any event, the following items shall be excluded from the computation: (1a) expenses in connection with the issuance of stock of the Company and expenses in connection with the redemption or retirement of any securities issued by by, the Company, including any amount paid in excess of the principal amount or par or stated value of securities redeemed or retired, or, in the event that such redemption or retirement is effected with the proceeds of sale of other securities of the Company, any interest or dividends on the securities redeemed or retired from the date on which the funds required for such redemption or retirement are deposited in trust for such purpose to the date of redemption or retirement, ; (2b) profits or losses from the sale, abandonment or other disposition sales of property or other assets carried in plant or investment accounts of the Company, Company or from the reacquisition of any securities of the Company, or taxes on or in respect of any such profits, ; (3c) any change in or adjustment of the book value of any assets owned by the Company arising from a revaluation thereof, ; (4d) charges to surplus on account of the amortization or elimination of utility plant adjustment or acquisition accounts or intangibles; and (e) any adjustment (including tax adjustments) applicable to any period prior to October January 1, 19892006; provided, further, however, that in the calculation of such net income from any investments in associated companies and any net income of subsidiaries shall be included only to the extent that such amounts represent dividends declared or (5) amortization or elimination of gas utility property plant adjustment or acquisition accounts or intangibles. The Company covenants that it will not, directly or indirectly, reclassify or otherwise convert Common Stock into any stock preferred over Common Stock as to dividends or upon liquidationpaid.

Restriction on Payment of Dividends on Common Stock. The Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding it shall not directly or indirectly (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or declare or make any other distribution on any shares of Common Stock, or (b) make, or permit any subsidiary to make, make any expenditures for the purchase, redemption or other retirement for a consideration of any shares of capital stock of the Company (other than in exchange for, or from the net cash proceeds of, other and new shares of capital stock of the Company and other than any shares of any class of preferred stock ranking as to dividends or assets prior to the Common Stock of the Company required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for such class of stock), or (c) make any loans or advances to or investments in any securities of any subsidiary of the Company (other than from the proceeds of new shares of capital stock of the Company), if the aggregate amount of all such dividends, distributions distributions, expenditures, loans, advances and expenditures investments made since September 30, 19891996, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 1989 1996, plus the sum of $20,000,0004,000,000. Net income of the Company for the purpose of this Section shall mean the sum of (a) the total operating revenues of the Company, less an amount equal to the total operating expenses of the Companyexpenses, including but not limited to (i) all taxes (including including, without limitation limitation, income, excess profits and other taxes imposed based on or measured by income or undistributed earnings or income), (ii) rentalsinterest charges and other appropriate items, insurance, current repairs including provision for maintenance and maintenance, (iii) provision for retirements, depreciation or obsolescence, which shall be the amount actually charged by the Company on its books of account (account, but in respect of depreciable gas utility property not subject to prior liens, liens shall not be less than the minimum provision for depreciation depreciation, as defined in Section 1.32 1.33 of the Original Indenture), and (iv) all charges on account of interest on indebtedness and on account of debt discount and expenseas amended to date, and (b) other net non-operating income or loss from the operation of properties other than the trust estate and any (c) other income received (less any applicable expenses) or loss incurred by of the Company; which sum shall be diminished by an amount equal to Company and after provision for all dividends accrued subsequent to September 30, 1989 (whether or not paid) on any outstanding stock of the Company having preference over the Common Stock common stock as to dividends, assets or otherwise, all of the foregoing determined in accordance with generally accepted sound accounting principles. In practice, PROVIDED, HOWEVER, that in determining the net income of the Company for the purpose purposes of this Section, Section no deduction or adjustment shall be made for or in respect of any charges or credits which under generally accepted sound accounting principles practice are not appropriate charges or credits in determining net incomeincome and, butwithout limiting the generality of the foregoing, in any event, the following items no deduction or adjustment shall be excluded from the computation: made for or in respect of (1) expenses in connection with the issuance of stock of the Company and expenses in connection with the redemption or retirement of any securities issued by the Company, including any amount paid in excess of the principal amount or par or stated value of securities redeemed or retired, or, in the event that such redemption or retirement is effected with the proceeds of sale of other securities of the Company, any interest or dividends on the securities redeemed or retired from the date on which the funds required for such redemption or retirement are deposited in trust for such purpose to the date of redemption or retirement, (2a) profits or losses from the salesales, abandonment or other disposition of property or other capital assets carried in plant or investment accounts of the Company, or from the reacquisition of any securities of the Company, or taxes on or in respect of any such profits, ; (3b) any change in or adjustment of the book value of any assets owned by the Company arising from a revaluation thereof, Company; (4c) any earned surplus adjustment (including tax adjustments) applicable to any period prior to October 1, 1989, 1997; or (5d) amortization amortization, retirement or elimination of gas utility property plant adjustment or acquisition accounts or intangibles. The Company covenants that it will not, directly or indirectly, reclassify or otherwise convert Common Stock into any stock preferred over Common Stock as to dividends or upon liquidation.

Restriction on Payment of Dividends on Common Stock. The Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding it shall not directly or indirectly (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or declare or make any other distribution on any shares of Common Stock, or (b) make, or permit any subsidiary to make, make any expenditures for the purchase, redemption or other retirement for a consideration of any shares of capital stock of the Company (other than in exchange for, or from the net cash proceeds of, other and new shares of capital stock of the Company and other than any shares of any class of preferred stock ranking as to dividends or assets prior to the Common Stock of the Company required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for such class of stock), or (c) make any loans or advances to or investments in any securities of any subsidiary of the Company (other than from the proceeds of new shares of capital stock of the Company), if the aggregate amount of all such dividends, distributions distributions, expenditures, loans, advances and expenditures investments made since September 30, 19891995, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 1989 1995, plus the sum of $20,000,0004,000,000. Net income of the Company for the purpose of this Section shall mean the sum of (a) the total operating revenues of the Company, less an amount equal to the total operating expenses of the Companyexpenses, including but not limited to (i) all taxes (including including, without limitation limitation, income, excess profits and other taxes imposed based on or measured by income or undistributed earnings or income), (ii) rentalsinterest charges and other appropriate items, insurance, current repairs including provision for maintenance and maintenance, (iii) provision for retirements, depreciation or obsolescence, which shall be the amount actually charged by the Company on its books of account (account, but in respect of depreciable gas utility property not subject to prior liens, liens shall not be less than the minimum provision for depreciation depreciation, as defined in Section 1.32 1.33 of the Original Indenture), and (iv) all charges on account of interest on indebtedness and on account of debt discount and expenseas amended to date, and (b) other net non-operating income or loss from the operation of properties other than the trust estate and any (c) other income received (less any applicable expenses) or loss incurred by of the Company; which sum shall be diminished by an amount equal to Company and after provision for all dividends accrued subsequent to September 30, 1989 (whether or not paid) on any outstanding stock of the Company having preference over the Common Stock as to dividends, assets or otherwise, all of the foregoing determined in accordance with generally accepted sound accounting principles. In practice, PROVIDED, HOWEVER, that in determining the net income of the Company for the purpose purposes of this Section, Section no deduction or adjustment shall be made for or in respect of any charges or credits which under generally accepted sound accounting principles practice are not appropriate charges or credits in determining net incomeincome and, butwithout limiting the generality of the foregoing, in any event, the following items no deduction or adjustment shall be excluded from the computation: made Exhibit A --------- -16- for or in respect of (1) expenses in connection with the issuance of stock of the Company and expenses in connection with the redemption or retirement of any securities issued by the Company, including any amount paid in excess of the principal amount or par or stated value of securities redeemed or retired, or, in the event that such redemption or retirement is effected with the proceeds of sale of other securities of the Company, any interest or dividends on the securities redeemed or retired from the date on which the funds required for such redemption or retirement are deposited in trust for such purpose to the date of redemption or retirement, (2a) profits or losses from the salesales, abandonment or other disposition of property or other capital assets carried in plant or investment accounts of the Company, or from the reacquisition of any securities of the Company, or taxes on or in respect of any such profits, ; (3b) any change in or adjustment of the book value of any assets owned by the Company arising from a revaluation thereof, Company; (4c) any earned surplus adjustment (including tax adjustments) applicable to any period prior to October 1, 1989, 1995; or (5d) amortization amortization, retirement or elimination of gas utility property plant adjustment or acquisition accounts or intangibles. The Company covenants that it will not, directly or indirectly, reclassify or otherwise convert Common Stock into any stock preferred over Common Stock as to dividends or upon liquidation.

Restriction on Payment of Dividends on Common Stock. The Company hereby covenants that so long as any of the Bonds of the 2020 Series shall remain outstanding it shall not directly or indirectly (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or declare or make any other distribution on any shares of Common Stock, or (b) make, or permit any subsidiary to make, make any expenditures for the purchase, redemption or other retirement for a consideration of any shares of capital stock of the Company (other than in exchange for, or from the net cash proceeds of, other and new shares of capital stock of the Company and other than any shares of any class of stock ranking as to dividends or assets prior to the Common Stock of the Company required to be purchased, redeemed or otherwise retired for any sinking fund or purchase fund for such class of stock), if the aggregate amount of all such dividends, distributions and expenditures made since September 30August 31, 1989, 1996 would exceed the aggregate amount of the net income of the Company accumulated after September 30August 31, 1989 1996 plus the sum of $20,000,0004,000,000. Net income of the Company for the purpose of this Section shall mean the sum of (a) the total operating revenues of the Company, less an amount equal to the total operating expenses of the Company, including but not limited to (i) all taxes (including without limitation income, excess profits and other taxes imposed on or measured by income or undistributed earnings or income), (ii) rentals, insurance, current repairs and maintenance, (iii) provision for retirements, depreciation or obsolescence, which shall be the amount actually charged by the Company on its books of account (but in respect of depreciable gas utility property not subject to prior liens, liens shall not be less than the minimum provision for depreciation as defined in Section 1.32 1.05 of the Original this Fifteenth Supplemental Indenture), and (iv) all charges on account of interest on indebtedness and on account of debt discount and expense, and (b) net income or loss from the operation of properties other than the trust estate and any other income received (less applicable expenses) or loss incurred by the Company; which sum shall be diminished by an amount equal to all dividends accrued subsequent to September 30, 1989 (whether or not paid) on any outstanding stock of the Company having preference over the Common Stock as to dividends, assets or otherwise, all of the foregoing determined in accordance with generally accepted sound accounting principlespractice. In determining the net income of the Company for the purpose of this Section, no deduction or adjustment shall be made for or in respect of any charges or credits which under generally accepted sound accounting principles practice are not appropriate charges or credits in determining net incomeincome and, but, in any eventwithout limiting the generality of the foregoing, the following items shall be excluded from the computation: (1) expenses in connection with the issuance of stock of the Company and expenses in connection with the redemption or retirement of any securities issued by the Company, including any amount paid in excess of the principal amount or par or stated value of securities redeemed or retired, or, in the event that such redemption or retirement is effected with the proceeds of sale of other securities of the Company, any interest or dividends on the securities redeemed or retired from the date on which the funds required for such redemption or retirement are deposited in trust for such purpose to the date of redemption or retirement, ; (2) profits or losses from the sale, abandonment or other disposition of property or other assets carried in plant or investment accounts of the Company, or from the reacquisition of any securities of the Company, or taxes in respect of any such profits, profits or reduction of taxes in respect of any such losses; (3) any change in or adjustment of the book value of any assets owned by the Company arising from a revaluation thereof, ; (4) any adjustment (including tax adjustments) applicable to any period prior to October January 1, 1989, 1973; or (5) amortization or elimination of gas utility property property, plant adjustment or acquisition accounts or intangibles. The Company covenants that it will not, directly or indirectly, reclassify or otherwise convert Common Stock into any stock preferred over Common Stock as to dividends or upon liquidation.