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

Restriction on Payment of Dividends on Common Stock. The Company shall not (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or make any other distribution on any shares of Common Stock, (b) 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 proceeds of, other and new shares of capital stock of the Company and other than any class of preferred stock 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, expenditures, loans, advances and investments made since September 30, 1996, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 1996, plus the sum of $4,000,000. Net income of the Company for the purpose of this Section shall mean (a) the total operating revenues of the Company, less the total operating expenses, taxes (including, without limitation, income, excess profits and other taxes based on or measured by income or undistributed earnings or income), interest charges and other appropriate items, including provision for maintenance and 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 1.33 of the Original Indenture, as amended to date, (b) other net non-operating income and (c) other income (less any applicable expenses) of the Company and after provision for all dividends accrued 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 sound accounting practice, PROVIDED, HOWEVER, that in determining the net income of the Company for the purposes of this Section no deduction or adjustment shall be made for or in respect of any charges or credits which under sound accounting practice are not appropriate charges or credits in determining net income and, without limiting the generality of the foregoing, no deduction or adjustment shall be made for or in respect of (a) profits or losses from sales, abandonment or other disposition of property or other capital assets or from the reacquisition of any securities of the Company, or taxes on or in respect of any such profits; (b) any change in or adjustment of the book value of any assets owned by the Company; (c) any earned surplus adjustment (including tax adjustments) applicable to any period prior to October 1, 1997; or (d) amortization, retirement or elimination of gas utility plant adjustment accounts or intangibles.

Restriction on Payment of Dividends on Common Stock. The Company shall not (a) declare or pay any dividend (other than dividends payable in Common Stock of the Company) or make any other distribution on any shares of Common Stock, (b) 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 proceeds of, other and new shares of capital stock of the Company and other than any class of preferred stock 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, expenditures, loans, advances and investments made since September 30, 19961995, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 19961995, plus the sum of $4,000,000. Net income of the Company for the purpose of this Section shall mean (a) the total operating revenues of the Company, less the total operating expenses, taxes (including, without limitation, income, excess profits and other taxes based on or measured by income or undistributed earnings or income), interest charges and other appropriate items, including provision for maintenance and 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 1.33 of the Original Indenture, as amended to date, (b) other net non-operating income and (c) other income (less any applicable expenses) of the Company and after provision for all dividends accrued 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 sound accounting practice, PROVIDED, HOWEVER, that in determining the net income of the Company for the purposes of this Section no deduction or adjustment shall be made for or in respect of any charges or credits which under sound accounting practice are not appropriate charges or credits in determining net income and, without limiting the generality of the foregoing, no deduction or adjustment shall be made Exhibit A --------- -16- for or in respect of (a) profits or losses from sales, abandonment or other disposition of property or other capital assets or from the reacquisition of any securities of the Company, or taxes on or in respect of any such profits; (b) any change in or adjustment of the book value of any assets owned by the Company; (c) any earned surplus adjustment (including tax adjustments) applicable to any period prior to October 1, 19971995; or (d) amortization, retirement or elimination of gas utility plant adjustment accounts or intangibles.

Restriction on Payment of Dividends on Common Stock. The So long as any of the Bonds of the 2036 Series shall remain outstanding, the Company shall not (a) declare or pay any dividend (other than dividends payable in Common Stock capital stock of the Company) or make any other distribution on any shares of Common Stock, or (b) 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 proceeds of, other and new shares of capital stock of the Company and other than any class of preferred stock 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 (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, distributionsdistributions and expenditures made after December 31, expenditures, loans, advances and investments made since September 30, 19962005, would exceed the aggregate amount of the net income of the Company available for such dividends, distributions or retirements, accumulated after September 30December 31, 19962005, plus the sum of $4,000,000. Net income of the Company for the purpose of this Section shall mean (a) the total operating revenues of the Company, and other income, less the total operating all proper deductions for expenses, taxes (including, including without limitation, income, excess profits and other taxes based on or measured by income or undistributed earnings or income), interest charges and other appropriate items, including provision for maintenance and provision for retirements, depreciation or obsolescence, 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 shall in an amount not be less than the minimum provision for depreciation, as defined in Section 1.33 1.32 of the Original Indenture), as amended to date, (b) other net non-operating income and (c) other income (less any applicable expenses) of the Company and after provision for all dividends accrued (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 and otherwise determined in accordance with sound accounting practice; provided, PROVIDED, HOWEVERhowever, that in determining the net income of the Company for the purposes of this Section no deduction or adjustment shall be made for or in respect of (a) expenses in connection with the redemption or retirement of any charges or credits which under sound accounting practice are not appropriate charges or credits securities issued by, the Company, including any amount paid in determining net income and, without limiting the generality excess of the foregoingprincipal amount or par or stated value of securities redeemed or retired, no deduction or, in the event that such redemption or adjustment shall be made 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 respect trust for such purpose to the date of redemption or retirement; (ab) profits or losses from sales, abandonment or other disposition sales 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; (bc) any change in or adjustment of the book value of any assets owned by the CompanyCompany arising from a revaluation thereof; (cd) charges to surplus on account of the amortization or elimination of utility plant adjustment or acquisition accounts or intangibles; and (e) any earned surplus adjustment (including tax adjustments) applicable to any period prior to October January 1, 19972006; 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 (d) amortization, retirement or elimination of gas utility plant adjustment accounts or intangiblespaid.

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 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 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, expenditures, loans, advances distributions and investments expenditures made since September 30, 19961989, would exceed the aggregate amount of the net income of the Company accumulated after September 30, 1996, 1989 plus the sum of $4,000,00020,000,000. 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 expensesexpenses of the Company, including but not limited to (i) all taxes (including, including without limitation, limitation income, excess profits and other taxes based imposed on or measured by income or undistributed earnings or income), interest charges (ii) rentals, insurance, current repairs and other appropriate itemsmaintenance, including provision for maintenance and (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 1.33 1.32 of the Original Indenture), as amended to dateand (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 net non-operating income than the trust estate and (c) any other income received (less any applicable expenses) of or loss incurred by the Company and after provision for 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 Common Stock as to dividends, assets or otherwise, all of the foregoing determined in accordance with sound generally accepted accounting practice, PROVIDED, HOWEVER, that in principles. In determining the net income of the Company for the purposes purpose of this Section Section, no deduction or adjustment shall be made for or in respect of any charges or credits which under sound generally accepted accounting practice principles are not appropriate charges or credits in determining net income andincome, without limiting but, in any event, the generality following items shall be excluded from the computation: (1) expenses in connection with the issuance of stock of the foregoingCompany and expenses in connection with the redemption or retirement of any securities issued by the Company, no deduction including any amount paid in excess of the principal amount or adjustment shall be made 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 respect trust for such purpose to the date of redemption or retirement, (a2) profits or losses from salesthe sale, 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; , (b3) any change in or adjustment of the book value of any assets owned by the Company; Company arising from a revaluation thereof, (c4) any earned surplus adjustment (including tax adjustments) applicable to any period prior to October 1, 1997; 1989, or (d5) amortization, retirement 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.